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Draft

2011 Annual Report


Contents
Consolidated Annual Report
ANNUAL REPORT
PRESENTATION
Letter to the stakeholders 4
Italcementi Group in the world 6
Highlights 8
Italcementi S.p.A. on the Stock Exchange 9
GENERAL INFORMATION
Professional profiles of the members of the Board of Directors and the Board of Statutory Auditors 15
Notice of call 22
Italcementi S.p.A. Annual Report
Directors report
Results and significant events for the year 151
Dealings with related parties 155
Human resources 157
Disputes and pending proceedings 161
Italcementi Cav. Lav. Carlo Pesenti foundation 161
Performance of the Ciments Franais group 163
Report on corporate governance and ownership structure 165
Resolution 201
Separate financial statements
Financial statements 240
Notes 245
Annexes 299
Representation pursuant to art. 154-bis paragraph 5 TUF 301
Report of the Board of Statutory Auditors 302
Report of the Independent Auditors 308
EXTRAORDINARY SESSION 309
Consolidated financial statements
Financial statements 64
Notes 69
Annexes 137
Representation pursuant to art. 154-bis paragraph 5 TUF 145
Report of the Independent Auditors 146
Directors report
Results and significant events for the year 29
The international economy and industry trends 31
Business and financial performance in 2011 32
Risks and uncertainties 41
Performance by country and business 45
Energy project 51
Dealings with related parties 53
Information systems 54
Engineering, technical assistance research and development 58
Innovation 59
E-business 59
Disputes and pending proceedings 60
Significant events after December 31, 2011 61
Outlook 62
This Annual Report has been prepared in English for the convenience of international readers.
The original Italian documents should be considered the authoritative version.
2011 Annual Report
Italcementi S.p.A.
Via G. Camozzi, 124 - 24121 Bergamo - Italy
Share Capital 282,548,942
Bergamo Companies Register
Company subject to management
and coordination activity by Italmobiliare S.p.A.
The photos illustrating this report refer to the i.lab project, the Italcementi Group's new Research and Innovation Center in Bergamo,
designed by architect Richard Meier. The i.lab building, which covers a surface area of 23,000 square meters, has been build under
LEED standards, the most authoritative rating system assessing the energy and environmental sustainability of buildings.
Letter to the stakeholders
4
www.italcementigroup.com
5
6
TERMINALS
Albania
Gambia
Sri Lanka
Mauritania
(grinding center)
Italcementi Group
in the world
(as of December 31
st
2011)
NORTHAMERICA
ESSROC
CIMENT QUEBEC
ESSROC SAN JUAN
RIVERTON
ARROW
CAMBRIDGE
CRIDER & SHOCKEY
FRANCE
CIMENTS FRANCAIS
CIMENTS CALCIA
GSM
UNIBTON
AXIM
SPAIN
FINANCIERA Y MINERA
ITALY
ITALCEMENTI
CALCESTRUZZI
CTG
AXIM ITALIA
ITALGEN
BELGIUM
CCB
Presentation Italcementi Group in the world 6
General information Highlights 8
Annual Report Italcementi S.p.A. on the Stock Exchange 9
Extraordinary session 309
2011 Annual Report
www.italcementigroup.com
7
BULGARIA
DEVNYA CEMENT
VULKAN CEMENT
GREECE
HALYPS CEMENT
TURKEY
AFYON
CYPRUS
VASSILIKO CEMENT
EGYPT
SUEZ CEMENT
TOURAH CEMENT
HELWAN CEMENT
RMB
MOROCCO
CIMENTS DU MAROC
SAUDI ARABIA
INTERNATIONAL CITY FOR
READY MIX (JV)
KUWAIT
HILAL CEMENT COMPANY
KAZAKHSTAN
SHYMKENT CEMENT
INDIA
ZUARI CEMENT
THAILAND
JALAPRATHAN CEMENT
ASIA CEMENT
CHINA
SHAANXI FUPING CEMENT
8
Group business and financial highlights
(in millions of euro) 2011 2010 2009 2008 2007
Revenue 4,721 4,660 5,006 5,776 6,001
Recurring EBITDA 697 842 972 1,113 1,404
EBITDA 738 839 957 1,103 1,405
EBIT 129 370 443 607 958
Profit (loss) for the period 91 197 215 277 612
Profit (loss) attributable to owners of parent (3) 46 71 142 424
Capital expenditure 402 542 742 988 999
Total equity 4,895 4,986 4,692 4,622 4,760
Equity attributable to owners of parent 3,495 3,525 3,353 3,330 3,479
Net debt 2,093 2,231 2,420 2,679 2,418
Number of employees at December 31 19,896 20,139 21,155 22,243 23,706
Highlights
(in millions of euro) 2011 2010 % %
change change*
Cement 3,056 3,315 (7.8) (2.7)
Ready mixed
concrete/Aggregates 1,388 1,038 33.8 3.5
Other 277 307 (10.1) (2.2)
Total 4,721 4,660 1.3 (1.3)
* changes at constant size and exchange rates
Recurring EBITDA
(in millions of euro)
Sales volumes and internal
transfers by business
* change at constant size
2011 2010
842
% 39.0 3.0% 58.0%
697
44.0% 2.3% 53.7% Cemento
e clinker (Mt)
Inerti (Mt)
Calcestruzzo
(Mmc)
e c
Ca
51,1 (1,9)%
36,7
38,1 3,7%
9,5
14,5 53,2%
52,1
(1,9)%*
(5,1)%*
0,8%*
2011
2010
North America
Others
Central Western Europe
2011
2010
Contribution to consolidated revenue by line of business
64.7% 29.4% 5.9% 71.1% 22.3% 6.6%
www.italcementigroup.com
9
2
Italcementi S.p.A. on the Stock Exchange
1 Share capital and shareholders
Ticker symbol Italcementi Italcementi bearer Italcementi registered
ordinary shares savings shares savings shares
BLOOMBERG: IT IM ITR IM -
REUTERS: ITAI.MI ITAIn.MI -
ISIN: IT0001465159 IT0001465167 IT0001465175
1.a Share capital at 12.31.2011
At 12.31.2011, Italcementi S.p.A. share capital
was 282,548,942 represented by 282,548,942
shares with a par value of 1 each, of which
177,117,564 ordinary shares and 105,431,378
savings shares.
1.b Ordinary shares
Survey of shareholders with over 2% of share
capital at 12.31.2011 (based on the
shareholders' register, Consob
communications and other information).
Italian Funds 1.62%
Foreign Companies 1.82%
Foreign Insurance Co. 1.52%
Italian Insurance Co. 0.12%
Other 2.02%
Private Individuals 41.78%
Foreign Funds 21.05%
Foreign Banks 6.36%
Italian Banks 4,41%
Brokers and Omnibus Accounts 15.59%
Italian Companies 3.70%
1.c Ordinary shares
Breakdown of free float based
on information in the
shareholders' register for
payment of the FY 2010
dividend Shareholders listed in
the register: 19,793
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2 Financial indicators
Italcementi S.p.A. 2011 2010 2009 2008 2007
(euro)
Market prices (annual average official prices):
- Ordinary share 5.855000 7.200000 8.893000 11.020000 20.022000
- Savings share 2.899000 4.007000 4.793000 7.889000 13.238000
Per share dividend:
- Ordinary share 0.120000
(1)
0.120000 0.120000 0.180000 0.360000
- Savings share 0.186478
(1)
0.120000 0.120000 0.210000 0.390000
Dividend yield (on annual average official prices):
- Ordinary share 2.05% 1.67% 1.35% 1.63% 1.80%
- Savings share 6.43% 2.99% 2.50% 2.66% 2.95%
(1) proposal of Board of Directors of March 2, 2012
Savings shares 37%
Ordinary shares 63%
1
2
Italmobiliare 60.363%
Free float 34.914%
1
2
Group First Eagle Funds (First Eagle
Investment Management, LLC) - USA 2.812%
3
Treasury shares 2.142% 4
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Presentation Italcementi Group in the world 6
General information Highlights 8
Annual Report Italcementi S.p.A. on the Stock Exchange 9
Extraordinary session 309
2011 Annual Report
10
3.a Italcementi share prices and "FTSE MIB INDEX" (01.02.2007 - 02.29.2012)
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3.b Italcementi shares and "FTSE MIB INDEX" performance (base 01.02.2007 = 100)
3 Share prices and market capitalization
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Italcementi savings shares
Italcementi ordinary shares
FTSE MIB INDEX
Italcementi savings shares
Italcementi ordinary shares
"FTSE MIB INDEX"
www.italcementigroup.com
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3.c Italcementi share prices and "FTSE MIB INDEX" (01.03.2011 - 02.29.2012)
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3.d Italcementi share and "FTSE MIB INDEX" performance (base 01.03.2011 = 100)
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Presentation Italcementi Group in the world 6
General information Highlights 8
Annual Report Italcementi S.p.A. on the Stock Exchange 9
Extraordinary session 309
Italcementi savings shares
Italcementi ordinary shares
"FTSE MIB INDEX"
Italcementi savings shares
Italcementi ordinary shares
"FTSE MIB INDEX"
2011 Annual Report
12
2011 2012
Share price (euro) Capitalization (millions of euro)
01.03.11 high low 02.29.12 01.03.11 high low 02.29.12
Ordinary shares 6.529 7.647 4.081 5.703 1,156 1,354 723 1,010
Savings shares 3.616 3.890 1.718 2.454 381 410 181 259
Total 1,537 1,764 904 1,269
FTSE MIB INDEX 20,436 23,178 13,474 16,351
3.e Share prices and market capitalization from 01.03.2011 to 02.29.2012
3.f Average monthly capitalization (January 2011 - February 2012)
Italcementi ordinary shares
Italcementi savings shares
Total capitalization
www.italcementigroup.com
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Month Ordinary shares (euro) Savings shares (euro)
Number Weighted Trade Number Weighted Trade
of traded monthly value of traded monthly value
shares average price shares average price
January 2011 22,840,216 6.311 144,143,991 3,445,499 3.562 12,271,747
February 22,793,639 6.672 152,077,627 4,302,879 3.571 15,364,715
March 19,178,428 7.336 140,699,989 4,656,927 3.778 17,593,731
April 9,360,220 7.170 67,109,451 1,961,600 3.710 7,278,120
May 16,391,654 7.034 115,298,510 2,696,290 3.635 9,802,068
June 9,103,404 6.322 57,547,710 2,922,009 3.096 9,047,518
July 10,226,323 5.912 60,458,518 4,554,844 2.704 12,316,727
August 13,849,651 4.960 68,688,529 3,293,559 2.335 7,691,421
September 15,953,916 4.559 72,732,158 5,411,506 2.116 11,452,033
October 12,186,079 4.707 57,362,988 2,625,846 2.210 5,804,094
November 19,388,888 4.646 90,079,014 3,686,258 1.979 7,294,241
December 5,653,626 4.491 25,390,706 1,925,830 1.786 3,438,864
January 2012 6,407,382 5.073 32,506,972 2,817,268 2.049 5,772,373
February 6,311,299 5.750 36,292,403 3,576,974 2.354 8,420,207
4.b Monthly turnover (January 2011 - February 2012)
2011 2012
4 Trading volumes on the Italian Stock Exchange
Italcementi ordinary shares
Italcementi savings shares
Presentation Italcementi Group in the world 6
General information Highlights 8
Annual Report Italcementi S.p.A. on the Stock Exchange 9
Extraordinary session 309
4.a Number of traded shares and weighted monthly average price
2011 Annual Report
14
Corporate bodies
Board of Directors
(Term ends on approval of financial statements at 12.31.2012)
Giampiero Pesenti 1 Chairman
Pierfranco Barabani 1 Executive Deputy Chairman
Lorenzo Renato Guerini 8 Deputy Chairman
Carlo Pesenti 1-2 Chief Executive Officer - CEO
Giulio Antonello 7
Alberto Bombassei 4-7
Giorgio Bonomi
Alberto Cl 3-5-6-7
Federico Falck 1-5-6-7
Danilo Gambirasi
Carlo Garavaglia 7
Italo Lucchini 4
Sebastiano Mazzoleni
Yves Ren Nanot 1
Marco Piccinini
Ettore Rossi 7-9
Attilio Rota 1-5-6-7
Carlo Secchi 5-6-7
Elena Zambon 7
Emilio Zanetti 4-7
Paolo Santinoli 10 Secretary to the Board
Board of Statutory Auditors
(Term ends on approval of financial statements at 12.31.2011)
Acting Auditors
Maria Martellini Chairman
Mario Comana
Luciana Gattinoni
Substitute Auditors
Fabio Bombardieri
Carlo Luigi Rossi
Leonardo Cossu
Chief Operating Officer - COO
Giovanni Ferrario
Manager in charge of preparing the companys financial reports
Carlo Bianchini
Independent Auditors
(Term ends on approval of financial statements at 12.31.2019)
KPMG S.p.A.
1 Member of the Executive Committee
2 Executive Director responsible for overseeing the functioning of the internal control system
3 Lead independent director
4 Member of the Remuneration Committee
5 Member of the Internal Control Committee
6 Member of the Committee for Transactions with Related Parties
7 Independent Director (in accordance with the Voluntary Code of Conduct and Legislative Decree no.58 of February 24, 1998)
8 Independent Director (in accordance with the Legislative Decree no.58 of February 24, 1998)
9 Member of the Compliance Committee
10 Secretary to the Executive Committee
Professional profiles of the members of the
Board of Directors and the Board of Statutory Auditors
Board of Directors
Giampiero Pesenti
Born in Milan, May 5, 1931
Degree in mechanical engineering Milan Polytechnic.
1958, began working in the Technical Division of Italcementi S.p.A., the family firm
established in 1864.
1983, appointed Chief Operating Officer; 1984, Chief Executive Officer; since 2004
Chairman of Italcementi S.p.A..
1984, appointed Chairman-Chief Executive Officer of Italmobiliare S.p.A., the holding
company that controls Italcementi S.p.A., the Sirap Gema group and other finance and
banking companies.
Director of Mittel S.p.A., Allianz S.p.A., Compagnie Monegasque de Banque, Finter Bank
Zurich and other companies in the Italmobiliare Group.
Pierfranco Barabani
Born in Milan, September 9, 1936
Degree in civil engineering Milan Polytechnic.
Worked as an independent professional until 1970, when he joined Italcementi S.p.A.,
holding a variety of posts: Assistant to the Chief Operating Officer, Property Manager,
Corporate General Affairs Manager.
1993, appointed Chief Operating Officer and held the post until September 1999.
Lorenzo Renato Guerini
Born in Bergamo, September 10, 1949
Degree in Business Economics Bocconi University, Milan.
Master from the Wharton School University of Pennsylvania.
Registered on the Bergamo Roll of Certified Accountants; registered on the National Roll
of Account Auditors; technical consultant to the Bergamo Law Court.
Began professional career in 1973 as an account auditor with Arthur Andersen.
1978, joined the Montedison Group in a managerial post, handling management control for
the Groups international companies.
1980, joined the KPMG Network and became a partner in 1984; 1989, set up KPMG
auditing arm in Bergamo; 1994, appointed head of KPMG Network operations in Milan;
1997, appointed Chairman of KPMG S.p.A., Chairman of the KPMG Italian Network and
member of the Board of Directors of KPMG International, posts he held for 13 years until
reaching the maximum allowed term of office.
An independent professional since January 2011. April 2011, joined the Italcementi S.p.A.
Board of Directors.
Deputy Chairman of Italcementi S.p.A. since September 2011.
www.italcementigroup.com
15
Presentation 4
General information Professional profiles of the members of the Board of Directors
Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
16
Carlo Pesenti
Born in Milan, March 30, 1963
Degree in mechanical engineering Milan Polytechnic.
Master in economics & management Bocconi University, Milan.
After joining the Italcementi Group, gained significant experience in a variety of Group
production units and especially in the Corporate Finance, Administration & Control
Division.
Having held the post of Joint Chief Operating Officer, in May 2004 he was appointed
Italcementi Chief Executive Officer.
Chief Operating Officer of Italmobiliare.
Giulio Antonello
Born in Bari, April 12, 1968
Degree in Finance from Wharton School, University of Pennsylvania, and MIA from
Columbia University.
Worked as an investment banker for the Crdit Agricole group in New York.
On return to Europe, held a number of posts in the Ciment Portland SA cement group
(now part of Holcim AG) in Switzerland.
Was a member of the Board of Directors of companies including Concrete Milano S.p.A.,
Dolomite Colombo S.p.A. and Industriale Calce S.p.A.
2006, CEO of Alerion Clean Power S.p.A., a company listed on the Milan stock exchange,
which produces energy from renewable sources.
1996-2011, also a member of the Board of Directors of Campisi SIM, Telelombardia S.p.A.,
Antenna 3 S.p.A., Enertad S.p.A. (today ERG Renew), SIAS S.p.A., Industria e
Innovazione S.p.A. and Reno de Medici S.p.A.
Alberto Bombassei
Born in Vicenza, October 5, 1940
Chairman and Chief Executive Officer of Brembo S.p.A., a worldwide market leader in
braking systems and acknowledged innovator in disk brake technology.
2003, awarded an honorary degree in mechanical engineering by the University of
Bergamo
2004, named a Cavaliere del Lavoro in Italys honors system.
From June 2001 to May 2004, President of Federmeccanica.
Since May 2004 Vice President of Confindustria for Industrial Relations and Social Affairs.
Director of Atlantia S.p.A., Pirelli & C. S.p.A., Nuovo Trasporto Viaggiatori S.p.A. and Fiat
Industrial S.p.A.
Giorgio Bonomi
Born in Bergamo, November 2, 1955
Degree in law Milan State University.
Practises law in Bergamo. Account auditor.
As a specialist in distribution contracts, he has been involved in the creation of some of
Italys most important purchasing consortia. Assists some of the leading Italian groups on
advertising and mass merchandising, with a particular focus on growth and corporate
disputes (M&A).
www.italcementigroup.com
17
Alberto Cl
Born in Bologna, January 26, 1947, where he lives. Married with two children
Degree in political science Bologna University.
Full professor of Industrial Economics and Public Services Economics at Bologna
University.
1995-1996, Minister of Industry and interim Minister of Foreign Trade and President of the
EU Council of Ministers of Industry and Energy during Italys six-month presidency.
1996, named a Cavaliere di Gran Croce in Italys honors system.
Federico Falck
Born in Milan, August 12, 1949 Married with two children
Degree in mechanical engineering Milan Polytechnic.
Began his career in 1977 at the Acciaierie e Ferriere Lombarde Falck S.p.A. (now Falck
S.p.A.); after internships in a number of US steel companies, he worked mainly in
production and procurements for steel operations; Procurements Manager and Chief
Operating Officer for many years.
Currently Chairman of the Board of Directors of Falck S.p.A. and Falck Renewables
S.p.A., a Falck Group company listed on the Milan Stock Exchange (STAR segment);
Director of Banca Popolare di Sondrio; Regional Councilor and Milan Section Councilor of
Unione Cristiana Imprenditori Dirigenti, member of the management committee of
Assolombarda, Director Fondazione Sodalitas (association for development of social
enterprise), Director of Fondazione Centesimus Annus.
He was Chairman of ADR, Aeroporti di Roma Director of Camfin, Credito Italiano, Banco
Lariano, Cassa di Risparmio di Parma e Piacenza S.p.A., Viscontea Assicurazioni,
Emittente Titoli and Chairman of Sodalitas.
Danilo Gambirasi
Born in Bergamo, January 22, 1932
Science high-school degree.
Italcementi S.p.A., first as Deputy Corporate Procurements Manager, later as International
Relations & Fuel Procurement Manager until his retirement in 1997.
Carlo Garavaglia
Born in Legnano (Milan), May 15, 1943
Degree in economics & commerce Catholic University of Milan.
Since 1972 member of Milan Roll of Public Accountants.
Since 1979 an official account auditor, now a statutory auditor.
From 1970 to 1976 a senior manager and partner of KPMG Peat Marwick in Milan.
Founding partner of the L. Biscozzi A. Fantozzi tax law firm, since 1998 founding partner
of the Biscozzi Nobili legal and tax firm.
Director of a number of listed and unlisted companies, honorary consul of Luxembourg for
Lombardy.
Presentation 4
General information Professional profiles of the members of the Board of Directors
Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
18
Italo Lucchini
Born in Bergamo, December 28, 1943
Degree in economics & commerce Bocconi University, Milan.
Assistant lecturer at Bocconi University, non-tenured lecturer at Bergamo University, public
accountant with a successful practice in Bergamo.
Supervisory Director at Unione di Banche Italiane S.c.p.a. and Chairman of the Board of
Statutory Auditors of BMW Financial Services Italia S.p.A. and BMW Italia S.p.A. and its
subsidiaries, also of Fedrigoni S.p.A. and Cartiere Fedrigoni & C. S.p.A.
Sebastiano Mazzoleni
Born in Milan, May 11, 1968
Degree in geology Milan State University.
Master in Business Administration, Bocconi University, Milan.
Began his professional career in 1996 with CTG S.p.A., as a research geologist with
responsibility for assessing raw material reserves for cement production, coordinating work
groups in Italy, France, Spain and Thailand.
2000, moved to Italcementi S.p.A. as Project Manager in the Marketing Division, with joint
responsibility for drawing up new product marketing plans and benchmark analyses for the
development of competitive positioning models.
2003, involved in the creation of the new Group New Product Marketing Division, where he
was responsible for innovation management in the USA, Greece, Bulgaria, Turkey, Egypt,
Thailand, Kazakhstan and India. He was also Group manager of the new project for
enhancement of recoverable resources.
Since 2010 active in non-profit and consultancy on innovation.
Yves Ren Nanot
Born in Asnires (France), March 27, 1937
Degree in engineering Paris.
Master and Ph.D. in Business Administration from the University of California, Los
Angeles.
Held a variety of posts at Dupont de Nemours and then in the Total Group; 1993, joined
Ciments Franais where he is currently Chairman.
Marco Piccinini
Born in Rome, July 2, 1952
Attended science high school and the faculty of architecture. Subsequently studied
"International Negotiating Techniques at the Institut des Hautes Etudes Internationales in
Geneva.
Director of a number of listed and unlisted companies active in automobiles and finance.
Citizen of Monaco, advisor on finance and economy to the government of the Principality
of Monaco.
www.italcementigroup.com
19
Ettore Rossi
Born in Vicosoprano (Switzeland), August 4, 1934
Degree in economics & commerce Catholic University, Milan.
Worked in the Italcementi company from September 1953 to December 31, 1999, in the
Corporate Administration Division.
A senior administration manager from 1967, he held the posts of Secretary to the
Corporate Administration Division (1977/1985), Joint Corporate Administration Manager
(1985/1986), Corporate Finance Administration & Control Manager (1986/1995), Deputy
General Administration Manager (1995/1999).
He has sat on the boards of directors and boards of statutory auditors of a number of
Group companies.
Attilio Rota
Born in Bergamo, December 5, 1935
Degree in law Pavia University.
Has sat on the boards of directors and boards of statutory auditors of companies in the
publishing, cement, and agriculture sectors as well as on the boards of public and private
bodies.
Practicing barrister in Bergamo.
Director-Controller of the Bergamo branch of Bank of Italy.
Carlo Secchi
Born in Mandello del Lario (Lecco), February 4, 1944
Degree in economics & commerce Bocconi University, Milan.
Diploma in economic planning (Institute of Social Studies, The Hague, 1969-1970).
Further studies at Netherlands Economic Institute and the Center for Development
Planning, Erasmus University (Rotterdam, 1970-1972).
Full professor in European Economic Policy since November 1, 1983, and director of the
Institute for Latin American Studies and Countries in Transition (ISLA) at the Bocconi
University, Milan.
Conducts research work as a member of numerous scientific committees or boards of
entities active in science and culture.
Director of various listed and unlisted companies.
Presentation 4
General information Professional profiles of the members of the Board of Directors
Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
20
Elena Zambon
Born in Vicenza, October 15, 1964
Degree in Business Economics Bocconi University, Milan.
From 1989 to 1994 worked at Citibank N.A. where she was in charge of international
investors on the Italian market and, subsequently, of reports and risk assessments for
institutional clients (especially insurance, financial and world corporation groups).
Currently Chairman of Zambon S.p.A., a pharmaceuticals multinational established in
Vicenza in 1906, Deputy Chairman of ZaCh System Zambon Advanced Fine Chemicals
S.p.A. and Director of Zambon Company S.p.A., the group holding.
Also Chairman of Secofind SIM S.p.A., the Multi-Family Office formed in 2000 to extend to
other entrepreneurial families the expertise accumulated in wealth management for the
Zambon family since 1994 in selection and control of asset managers.
August 2011, member of Board of Directors of Fondo Strategico Italiano.
Emilio Zanetti
Born in Bergamo, October 26, 1931
2002, honorary degree in economics & commerce from Bergamo University.
1986, named a Cavaliere del Lavoro in Italys honors system.
Since July 1985 Chairman of Banca Popolare di Bergamo S.p.A. (formerly Banca
Popolare di Bergamo - Credito Varesino s.c.r.l.).
Since 1993 director and Executive Committee member of Associazione Bancaria Italiana
and formerly Vice President from 1998 to 2000.
Since April 2007 Chairman of the Management Committee of UBI BANCA (Unione di
Banche Italiane).
Since October 1983 director of S.A.C.B.O. S.p.A. and Deputy Chairman since May 2008.
Board of Statutory Auditors
Maria Martellini
Born in Rome, July 8, 1940
Degree in economics & commerce Bocconi University, Milan.
Specialization in economics of industry, London School of Economics.
Full professor of economics & corporate management.
Certified accountant and account auditor.
Director of a number of listed and unlisted companies.
Mario Comana
Born in Bergamo, January 22, 1957
Degree in economics & commerce Bergamo University.
Specialization at Harvard University, Cambridge.
Since 2000, full professor of financial intermediary economics at LUISS Guido Carli,
Rome.
Certified accountant and author of numerous banking publications; works as a consultant
to financial intermediaries and as an independent and court-appointed consultant on
financial questions and assessments.
www.italcementigroup.com
21
Luciana Gattinoni
Born in Bergamo, November 29, 1950
Degree in economics & commerce Bocconi University, Milan.
Has worked as a certified accountant since 1976, primarily on corporate and tax questions,
and as a court consultant on insolvency procedures.
She is also an auditor of a number of non-profit foundations and associations in the arts
and science.
Leonardo Cossu
Born in Verona, May 23, 1958
Degree in economics & commerce University of Brescia.
Registered on the roll of certified accountants and accountants and on the register of
account auditors.
Certified accountant, company assessor and technical consultant to the Brescia Law
Court, advisor to corporate clients on consolidation, change, growth and development in
general.
Specific professional expertise in the corporate field; for more than fifteen years has been
a director and independent director in companies listed on the Milan stock exchange,
overseeing the operational aspects of the application for admission to trading and relations
with shareholders.
Chairman of the board of statutory auditors, acting auditor, director and chief executive
officer of a number of companies active in finance, banking and industry.
Chairman and coordinator for more than fifteen years of the Fee Liquidation Advisory
Committee of the Brescia Roll of Certified Accountants and Accountants.
Fabio Bombardieri
Born in Alzano Lombardo (Bergamo), August 14, 1959
Registered on the roll of certified accountants and accountants and on the register of
account auditors.
Holds a number of positions in the area of voluntary jurisdiction and insolvency
procedures.
Provides professional services mainly for medium-size companies.
Director/auditor of companies in the credit and publishing fields and of a number of
foundations and non-commercial entities.
Carlo Luigi Rossi
Born in Alzano Lombardo (Bergamo), October 11, 1947
Degree in economics & commerce Catholic University of Milan.
June 1975, established the eponymous consultancy studio providing accounting,
administrative, corporate and fiscal services.
Holds a number of positions in the area of insolvency procedures.
In the area of civil judicial proceedings, he works as a court-appointed technical
consultant; for penal proceedings he works as a consultant to the state prosecutor.
Presentation 4
General information Professional profiles of the members of the Board of Directors
Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
22
The Shareholders are hereby called to attend the annual general Meeting on first call on
April 18
th
, 2012 at 10 a.m., in Bergamo, Via Madonna della Neve 8, and on second call on
April 19
th
, 2012, same time and place, to resolve upon the following
Agenda
Ordinary Items
1) Board of Directors and Board of Statutory Auditors Reports on 2011 fiscal year:
examination of financial statements at December 31
st
, 2011 and consequent resolutions;
2) Remuneration Report;
3) Authorization to purchase and dispose of treasury shares;
4) Supplement to the Board of Directors;
5) Appointment of the Statutory Auditors, of the Chairman of the Board of Statutory
Auditors and determination of its compensation;
6) Proposal upon the increase of the total amount of rights allocated to the Long-term
monetary incentive Plans for Officers, linked to the appreciation of the Italcementi
shares.
Extraordinary Items
Proposal to amend articles 5 (Share capital), 15 (Appointment of the Board of Directors),
16 (Replacement of Directors), 26 (Appointment of the Board of Statutory auditors) and 27
(Replacement of Auditors) of the company bylaws. Ensuing and consequent resolutions.
* * *
Entitlement to take the floor: those who, according to the accounting entries of the
Intermediary, are entitled to the voting rights at the end of the seventh open market day
before the meeting date on first call (April 5
th
, 2012), have the right to take the floor.
Entitlement to take the floor at the Meeting and to exercise voting right is proved by a
notice to the Company, served by the Intermediary in favour of who is entitled to the voting
right. Credit and debit entries registered in the Intermediary accounts after the above
mentioned deadline do not affect the entitlement of the voting rights exercise at the
Meeting. Therefore, holders of ordinary shares after such date are not entitled to take the
floor or vote at the Meeting.
Shareholders who own ordinary shares that have not been dematerialized must previously
deliver them to an Intermediary, in time to be centralized in a dematerialization system.
Vote by proxy: those who are entitled to take the floor at the Meeting can be represented
by means of written proxy under current law provisions, and can use the form available at
our registered offices (Via G. Camozzi 124, 24121 Bergamo) and on the Company
website: www.italcementigroup.com. The proxy can be notified to the Company by means
of registered letter sent to the headquarters (Finance Department Shareholders Office,
at the above mentioned address) or by sending it to the address of certified electronic
mail: soci.italcementi@legalmail.it. The representative can also deliver or send to the
Company, instead of the original, a copy of the proxy, also on an IT support, stating, under
his/her own responsibility, that the proxy is a copy of the original, and the identity of the
delegating person.
* * *
Notice of Call
www.italcementigroup.com
23
Questions on the items on the agenda: shareholders can also submit questions on the
items on the agenda before the Meeting. In order to facilitate the appropriate development
and preparation of the Meeting, such questions must be received by the end of the fourth
open market day before the Meeting date on first call (i.e. by April 12
th
, 2012) by means of
a registered letter sent to the headquarters (Corporate Affairs Department at the above
mentioned address) or by sending notice to the address of certified electronic mail:
affarisocietari@italcementi.legalmail.it along with a certification issued by an Intermediary
who can prove the entitlement of the voting right. Questions submitted before the Meeting
are answered during the Meeting at the latest. The Company can provide with a sole
answer to questions having the same content.
Supplements to the agenda: according to the applicable law and the company bylaws,
shareholders who, even jointly, own at least one fortieth of share capital represented by
shares with voting rights, can request in writing, within 10 days from the publication of this
notice of call, for supplements to the Meeting agenda, stating in their application which
further issues are being suggested. Requests must be sent by means of registered letter
to the headquarters (Corporate Affairs Department to the above mentioned address) or
by sending notice to the address of certified electronic email
affarisocietari@italcementi.legalmail.it, along with a certification issued by an
Intermediary who can prove the legitimacy to supplement the items on the agenda. A
report on the items whose examination is proposed, must be delivered to the Board of
Directors by the same deadline and following the same procedure.
The supplement to the items on the agenda will be published, following the same
procedure provided for the publication of this notice of call, at least 15 days before the
Meeting date on first call; at the same time, the report drafted by shareholders who made
the request will be publicly available, along with any remarks of the Board of Directors.
A supplement to the agenda is not accepted for items on which the Meeting, under the
applicable law, resolve upon proposal of the directors or based on Boards project or
report.
* * *
Supplements to the Board of Directors: It should be noted that, since this is a mere
integration of the Board of Directors, the Meeting shall resolve upon the proposal
according to legal majorities and therefore without the application of the List Vote.
In order to facilitate the appropriate development of the Meeting, shareholders who, alone
or together with other shareholders, that can prove they hold a percentage of the share
capital with voting rights no lower than 2%, are invited to present their own candidates.
Proposals may be filed by means of a registered letter sent to the headquarters (Corporate
Affairs Department at the above mentioned address) or by sending notice to the address
of certified electronic mail: affarisocietari@italcementi.legalmail.it at least 5 days before
the Meeting date on first call (i.e. by April 13
th
, 2012) along with the following
documentation:
a) statements by which individual candidates accept their candidature and, under his/her
own responsibility, state the non-existence of causes for ineligibility and the entitlement
of the good reputation requirements established by the law;
b) a brief resume on the personal and professional skills of each candidate with indication
of their position as director and statutory auditor in other companies;
c) statements by which individual candidate declare entitlement of the independence
qualification required by the law and by the Code of Conduct;
d) information on the identity of shareholders who have presented candidates;
Presentation 4
General information Professional profiles of the members of the Board of Directors
Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
24
e) a statement of the shareholders who do not hold, even jointly, a controlling or majority
stake, bearing witness to the absence of any connection with the majority shareholder,
as defined by the law in force.
The intermediary certification proving ownership of the shareholding prescribed at the date
on which candidates are presented may also be produced after the filing provided that it
reaches the company within 5 days before the meeting date on first call (i.e. by April 13
th
,
2012).
Candidates so presented will be timely made available to the market through publication
on the Company website www.italcementigroup.it.
In any case, shareholders can present candidates directly at the venue of the Meeting.
* * *
Appointment of the Board of Statutory auditors: the appointment of the Board of
Statutory Auditors shall occur on the basis of lists.
Lists may be presented only by shareholders who, alone or together with other
shareholders, can prove they hold an overall percentage of the share capital with voting
rights no lower than 2%.
No shareholder may present or participate in the presentation of more than one list,
neither through third parties or trust company.
Shareholders belonging to the same group and shareholders who join a shareholders
agreement on the company shares may not present or vote for more than one list, neither
through third party or trust companies.
Lists presented in violation of these restrictions will not be accepted.
Each list shall be made up of two sections: one for candidates for the office of Acting
Auditor, the other for the candidates for the office of Substitute Auditor.
The names of no more than three candidates for the office of Acting Auditor and no more
than three candidates for the office of Substitute Auditor must be listed in each section, by
means of a progressive number.
Each candidate may be presented on one list only under penalty of ineligibility.
Lists must be filed with the company head office (Corporate Affairs Department to the
above mentioned address) or sent by means of certified electronic mail to:
affarisocietari@italcementi.legalmail.it, at least 25 days before the meeting date on first
call (i.e. by March 24
th
, 2012), along with the following documentation:
a) statements by which individual candidate accept their candidature and, under his/her
own responsibility, state the non-existence of causes for ineligibility or incompatibility as
well as the entitlement of further requirements established by the law, company bylaws
and Code of Conduct;
b) a brief resume on the personal and professional skills of each candidate with indication
of their position as director and statutory auditor in other companies;
c) information on the identity of shareholders who have presented lists;
d) a statement of the shareholders who do not hold, even jointly, a controlling or majority
stake, bearing witness to the absence of any connection with the majority shareholder,
as defined by the law in force.
www.italcementigroup.com
25
The intermediary certification proving ownership of the shareholding prescribed at the date
on which lists are presented may also be produced after the filing of the list provided that it
reaches the company within 21 days before the meeting date on first call (i.e. by March
28
th
, 2012).
A list presented not in compliance with the above provisions will be considered as not
presented.
In the event, by the deadline of 25 days before the date of the Meeting (i.e. by March 24
th
,
2012), a single list has been filed, or only lists presented by shareholders who are
connected to each other under current regulations, further lists can be presented until the
following third day, and the threshold of 2% above mentioned will be halved.
* * *
The Meeting Documents, required by applicable laws and regulations, will be made
publicly available, according to legal deadlines, at the registered offices, at Borsa Italiana
S.p.A. and on the Company website www.italcementigroup.com.
In particular:
* 1
st
item on the agenda ordinary items: 21 free days before the Meeting on first call;
* 2
nd
and 3
rd
item on the agenda ordinary items: 21 days before the Meeting on first
call;
* 4
th
and 6
th
item on the agenda ordinary items: 30 days before the Meeting on first
call;
* 5
th
item on the agenda ordinary items: 40 days before the Meeting on first call;
* sole item on the agenda extraordinary items: 21 days before the Meeting on first call;
Shareholders have the right to review all the documents filed with the registered offices,
and to obtain a copy of them.
* * *
The regularity of the Meeting and the validity of its resolutions on the items on the agenda
are governed by law.
The company share capital is equal to 282,548,942, divided into 177,117,564 ordinary
shares and 105,431,378 savings shares with a face value of 1 each. When this notice is
published, the number of ordinary shares representing share capital with voting rights,
therefore net of 3,793,029 ordinary treasury shares held by the company, is equal to
173,324,535.
The Board of Directors
((Notice published on 8
th
March 2012 on Il Sole - 24 Ore, Milano Finanza and Eco di Bergamo and on the Companys website)
Presentation 4
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Annual Report and the Board of Statutory Auditors 15
Extraordinary session Notice of call 22
2011 Annual Report
26
www.italcementigroup.com
27
Consolidated Annual Report
Annual Report








Directors report

Following the adoption by the European Union of Regulation no. 1606 of 2002, Italcementi
consolidated financial statements for 2011, and the comparatives for 2010, have been
drawn up in compliance with the International Financial Reporting Standards (IFRS).
In accordance with the aforementioned Regulation, the principles to be adopted do not
include the standards and interpretations published by the International Accounting
Standards Board (IASB) and the International Financial Reporting Interpretations
Committee (IFRIC) at December 31, 2011, but not endorsed by the European Union at that
date. Furthermore, the European Union has endorsed additional standards/interpretations
that Italcementi S.p.A. will apply at a subsequent time, having decided not to elect early
application.
The main changes with respect to the financial statements at December 31, 2010, are set
out in detail in the notes, in the section Statement of compliance with the IFRS.
With regard to the scope of consolidation, the Calcestruzzi group has been
consolidated (on a line-by-line basis) as from January 1, 2011, while the Group operations
in Turkey headed by Set Group were deemed available-for-sale (application of IFRS 5) as
from the beginning of the year and subsequently sold at the end of March. In compliance
with IFRS 5 the gains or losses relating to discontinued operations have been presented
as a separate item on the income statement both for the period under examination and for
2010. A similar presentation has been adopted for cash flows. In December, Axim-branded
cement and concrete additives operations in Italy, France, USA, Canada, Morocco and
Spain were sold. Full details about the changes in the scope of consolidation are provided
in the notes (note 3).

Earnings indicators
To assist comprehension of its financial data, the Group employs a number of widely used
indicators, which are not contemplated by the IFRS.
Specifically, the income statement presents the following intermediate results / indicators:
recurring EBITDA, EBITDA, EBIT, computed as the sum of the preceding items. On the
face of the statement of financial position, similar considerations apply to net debt, whose
components are detailed in the specific section of the notes.
Since the indicators employed by the Group are not envisaged by the IFRS, their
definitions may not coincide with and therefore not be comparable to those adopted by
other companies/groups.
This report contains many financial and non-financial earnings indicators, including those
mentioned above. The financial indicators, taken from the financial statements, are used in
the tables summarizing the Groups financial performance, in relation to comparative
amounts and other amounts from the same period (e.g., change in revenue, recurring
EBITDA and EBIT with respect to the previous year, and change in their return on
revenue). The use of amounts not directly apparent from the financial statements (e.g., the
exchange-rate effect on revenue and on earnings) and the presentation of comments and
assessments assist qualification of the trends in the amounts concerned.
28








The directors report also provides a series of financial ratios (gearing, leverage, coverage)
that are clearly of importance for a better understanding of Group performance, especially
in comparison with previous periods. The non-financial indicators refer to external and
internal elements: the general economic situation and the situation of the industry in which
the Group operates, trends on the various markets and lines of business, trends in sales
prices and key cost factors, acquisitions and disposals, other significant events in the
period, organizational developments, the introduction of laws and regulations, etc.. In the
notes, the section on the net debt provides information about the effects of changes in
interest rates and the main exchange rates on the statement of financial position and the
income statement.


Results and significant events for the year

Results
Inevitably, the Groups results were affected by the continuing difficulties in the international
economic scenario in 2011.
Sales volumes, on a like-for-like basis, were down in aggregates and cement, but grew
slightly in ready mixed concrete.
Revenue, at 4,720.5 million euro (4,660.0 million euro in 2010), was up 1.3% (-1.3% on a
like-for-like basis and at constant exchange rates), largely due to the change in the Group
scope of consolidation.
Recurring EBITDA, at 697.3 million euro (841.7 million euro), was down 17.2%.
After amortization and depreciation charges of 474.8 million euro (461.2 million euro) and
impairment losses of 134.3 million euro (8.0 million euro), EBIT was 129.0 million euro
(370.2 million euro), a reduction of 65.2%.
Profit before tax, at 53.0 million euro (276.5 million euro), was down 80.8%.
After income tax expense of 68.8 million euro (60.6 million euro), the loss relating to
continuing operations amounted to 15.8 million euro (profit of 215.8 million euro in 2010).
Thanks to the net gain of 106.9 million euro from the sale of Set Group, profit for the
period was 91.2 million euro (197.1 million euro). The loss attributable to owners of the
parent was 3.1 million euro (profit of 45.8 million euro), while profit attributable to non-
controlling interests decreased to 94.3 million euro, from 151.3 million euro in 2010.
Net debt at December 31, 2011, amounted to 2,093.0 million euro, down by 137.9 million
euro from December 31, 2010 (2,230.9 million euro).
Total equity was 4,894.9 million euro, a decrease of 91.0 million euro from December 31,
2010, while equity attributable to owners of the parent was 3,494.9 million euro, down
by 30.2 million euro from December 31, 2010 (3,525.1 million euro).

Significant events for the year
Significant events in the first nine months of the year, previously illustrated in the half-
year financial report and the quarterly reports at the end of March and September, are
described below.
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2011 Annual Report








The Calcestruzzi group returned to the scope of consolidation of Italcementi S.p.A. as
from January 1, 2011. With a ruling on April 20, 2011, the court of Caltanissetta ordered the
full cancellation of the preventive seizure on Calcestruzzi S.p.A. and the restitution of
company assets to the owners. In May, the Calcestruzzi S.p.A. shareholders approved a
share capital increase from 59.2 million euro to 110 million euro, which was
subscribed and simultaneously paid in full by Italcementi S.p.A. for 99.90% and by
SICIL.FIN.S.r.l. (now Italcementi Ingegneria S.r.l.) for 0.10%.
At the end of January, in view of the political unrest in Egypt, the Group suspended local
production operations for about one week.
In March Set Group Holding was sold to the Turkish group Limak Holding and Italgen
Elektrik Uretim was sold to Enerjisa (a Sabanci-Verbund joint venture).
As a result of the sale on the stock market of the shares held in Afyon Cimento Sanayii
Turk A.S., Ciments Franais S.A. reduced its controlling interest from 76.51% to 51.0%. At
the end of June, Mediobanca was engaged as financial advisor for sale of the entire
remaining shareholding in the Turkish company.
In August and September respectively, Moodys Investor Services and Standard and
Poors confirmed their Baa3 and BBB-/A-3 ratings assigned to Italcementi and Ciments
Franais, but downgraded the outlook from stable to negative.
In September, through the Indian company Zuari Cement, the Group acquired from Zuari
Industries a 74% stake in Gulbarga Cement, a company based in the region of
Karnataka, which is planning to build a new cement plant with an annual cement capacity
of 3 million metric tons.
Significant events in the fourth quarter are described below, some of which were
illustrated in the quarterly report at September 30, 2011.
In October, Italcementi Finance S.A., the French company that acts as the Groups
treasury vehicle, received Banque de France authorization to launch commercial paper
under a program for a maximum amount of 800 million euro. The program, with a short-
term Moodys NP rating and Standard & Poors A3 rating, is unconditionally guaranteed by
Italcementi S.p.A..
With regard to action to raise efficiency and optimize facilities, the Group formulated a
series of measures on costs designed to strengthen profit margins. These initiatives
some of which were launched during the fourth quarter of the year will bring benefits in
the order of 160 million euro when fully implemented.
In December, in line with the rating review policy adopted for almost all the major cement
players, Moodys Investor Services downgraded its long-term ratings for Italcementi and
Ciments Franais, and its senior unsecured ratings for Italcementi Finance and Ciments
Franais to Ba1.
Also in December all operations in the sector of Axim-branded ready mixed concrete and
cement additives were sold to the Swiss group Sika. The operations in question were
organized in six companies with industrial facilities and commercial divisions active in Italy,
France, USA, Canada, Morocco and Spain, with revenue of approximately 61 million euro
in 2010 and 150 employees. The agreement also provides for a strategic partnership in
R&D, sales and marketing and the supply of additives for the Group.


30








The international economy and industry trends
World economic trends in 2011 varied greatly, not only from one region to another, but also
from one quarter to the next. The first half remained lively, but was followed by a
significantly slower second half, due to financial stability risks in some euro zone countries,
the restrictive fiscal policies adopted in most of the euro zone, the more cautious monetary
policies in a number of emerging countries, as well as the geo-political unrest especially in
the Middle East. For the year as a whole, global economic growth, which in 2010 had
returned to more than 5%, was, according to preliminary estimates, once again close to its
long-term values (around 3.5%); the growth rate in the advanced economies (1.6%) was
half that of the previous year.
Raw material prices largely reflected the general cyclical weakening; nevertheless, oil
prices displayed a notable resistance to decline, influenced in part by the important
recovery of the dollar. Falls in exchange rates, weak stock markets and tighter capital flows
were the main features of many emerging countries in the last part of the year. Despite
widespread moderation in wages and salaries, in the advanced area inflation rose faster
than expected, due to the previous increases in the basic input prices and the rises in
indirect taxation imposed by fiscal austerity policies.
In the advanced economies, the deterioration in the macroeconomic climate hit the
construction sector in the final phase of the longest recession of the postwar period,
contributing, in many countries, to a further postponement in the upturn. Nevertheless, the
most evident feature was the divergence in the cyclical positions of the countries in which
the Group operates, both emerging and mature. Among the mature countries, there was a
moderate construction recovery in France and Belgium, while the southern euro zone
countries reported a further significant fall in activity. The USA was in an intermediate
position, with the recessionary pressures of the last six years probably fading, but signs of
a recovery, even from the very low levels reached, still appearing to be very weak.
In the emerging countries, the economic trends in the construction sector were generally
favorable; in some cases, however, signs of a slowdown emerged as economic policies
paid greater attention to avoiding excessive speculative bubbles in real estate. The Group
results in the area were also critically affected by events relating to the complex political
transition taking place in Egypt, whose influence was also felt in the construction sector.

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31
Presentation 4
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Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report








Financial performance in 2011
Key consolidated figures
(in millions of euro)
2011 2010
(IFRS 5)
% change
vs. 2010
Revenue 4,720.5 4,660.0 1.3
Recurring EBITDA 697.3 841.7 (17.2)
% of revenue 14.8 18.1
Other operating income (expense) 40.7 (2.3) n.s.
EBITDA 738.1 839.4 (12.1)
% of revenue 15.6 18.0
Amortizati on and depreciation (474.8) (461.2) 3.0
Impairment losses on non-current assets (134.3) (8.0) n.s.
EBIT 129.0 370.2 (65.2)
% of revenue 2.7 7.9
Finance costs (102.1) (89.8) 13.7
Impairment losses 7.5 (21.0) n.s.
Share of profit/(loss)
of equity-accounted investees 18.6 17.1 9.3
Profit before tax 53.0 276.5 (80.8)
% of revenue 1.1 5.9
Income tax expense (68.8) (60.6) 13.5
Profit (loss) relating to continuing operations (15.8) 215.8 n.s.
Profit (l oss) relating to discontinued operations 106.9 (18.8) n.s.
Profit (loss) for the period 91.2 197.1 (53.7)
% of revenue 1.9 4.2
attributable to:
Owners of the parent (3.1) 45.8 n.s.
Non-controlling interests 94.3 151.3 (37.7)
Cash flow from operating activities 417.7 754.9 (44.7)
Capital expenditure 402.4 542.2 (25.8)

32








Quarterly trend
(in millions of euro)
Full year
2011
Q4
2011
Q3
2011
Q2
2011
Q1
2011
Revenue 4,720.5 1,120.3 1,148.2 1,298.8 1,153.2
% change vs. 2010 1.3 2.9 (1.9) (3.8) 9.7
Recurring EBITDA 697.3 133.4 191.8 241.7 130.4
% change vs. 2010 (17.2) (24.6) (14.7) (19.6) (6.4)
% of revenue 14.8 11.9 16.7 18.6 11.3
EBITDA 738.1 154.7 193.0 242.3 148.0
% change vs. 2010 (12.1) (13.5) (14.7) (18.7) 8.8
% of revenue 15.6 13.8 16.8 18.7 12.8
EBIT 129.0 (107.3) 78.3 122.4 35.6
% change vs. 2010 (65.2) n.s. (27.3) (31.3) 17.6
% of revenue 2.7 (9.6) 6.8 9.4 3.1
Profit (loss) relating to continuing
operations (15.8) (121.1) 26.7 60.2 18.5
Profit (loss) for the period 91.2 (121.6) 25.0 60.2 127.6
% of revenue 1.9 (10.9) 2.2 4.6 11.1
Profit (loss) attributable to
owners of the parent (3.1) (126.4) 8.2 34.3 80.7
Net debt 2,093.0 2,093.0 2,218.6 2,256.7 2,166.4
(at period end)
Fourth-quarter sales volumes and internal transfers
The figures and changes presented below do not include Set Group operations (Turkey),
which were sold at the end of the first quarter of 2011; the figures and changes for ready
mixed concrete and aggregates reflect the re-inclusion of the Calcestruzzi group in the
scope of consolidation.
Q4
2011
Q4
2011
Q4
2011
Hi stori c
like-for-like
basis
Historic
like-for-li ke
basis
Historic
like-f or-like
basis
Central Western
Europe 4.3 (4.6) (4.6) 8.3 11.0 0.4 2.6 89.3 2.1
North America 1.1 7.4 7.4 0.4 66.7 66.7 0.2 17.1 17.1
Emerging Europe,
North Africa and
Middle East 4.0 (3.0) (3.0) 0.3 2.8 2.8 0.6 4.8 1.9
Asia 2.6 (5.0) (5.0) n.s. n.s. n.s. 0.1 (31.6) (31.6)
Cement and clinker
trading 0.7 (3.3) (3.3) - - - n.s. n.s. n.s.
Eliminations (0.5) n.s. n.s. - - - - - -
Total 12.2 (2.7) (2.7) 9.0 12.0 2.0 3.5 53.0 1.1
n.s. not significant
Amount s refer to companies consolidat ed and proport ionat ely consolidat ed
(*) excluding decreases for processing
Central West ern Europe: It aly, France, Belgium, Spain, Greece - North America: USA, Canada - Emerging Europe, Nort h Af rica and
Middle East : Egypt, Morocco, Bulgaria, Turkey, Kuwait, Saudi Arabia - Asia: India, Thailand, China, Kazakhst an
% change vs.
Q4 2010
% change vs.
Q4 2010
% change vs.
Q4 2010
Cement and clinker
(mil lions of metric tons)
Aggregates*
(mill ions of metric tons)
Ready mixed concrete
(mill ions of m)

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2011 Annual Report








In cement and clinker, performance in the mature countries slowed, despite the progress
reported in France Belgium and North America. In Emerging Europe, North Africa and
Middle East, the growth in Morocco and Bulgaria did not counterbalance the decline in
Egypt. In Asia, the rise in sales volumes in India was not sufficient to cover the contraction
on the other markets, which were also affected by the floods that hit Thailand. Trading
operations also reported a downturn, primarily in intragroup trading.
In aggregates, the growth achieved with respect to the fourth quarter of 2010 arose mainly
from the strong performance in France Belgium, Italy and North America, set against
sharp falls in Greece and Spain.
The small improvement in ready mixed concrete, on a like-for-like basis, arose in part
from the trends already described for aggregates, with increases in France Belgium, Italy
and North America, and falls in Greece and Spain. The sector also reported strong
progress in Morocco and Kuwait, and a significant contraction in Egypt.

Fourth-quarter results
Fourth-quarter revenue amounted to 1,120.3 million euro (+2.9%), with growth reported in
Central Western Europe as a result of the upward trend in prices and the perimeter effect in
Italy, and in North America, thanks to positive sales volumes. Conversely, a decline was
reported on the emerging markets as a whole, penalized chiefly by Egypt and Thailand,
despite the progress in Morocco and India. On a like-for-like basis and at constant
exchange rates, revenue would have been 1.7% down from the fourth quarter of 2010.
Recurring EBITDA, at 133.4 million euro, was down 24.6% from the year-earlier quarter.
EBIT was negative at 107.3 million euro, compared with positive EBIT of 54.1 million euro
in the year-earlier fourth quarter. The downturn arose mainly from significant impairment
losses (134.4 million euro) on property, plant and equipment, intangible assets and
goodwill, compared with 7.4 million euro in the year-earlier quarter.
As a result of these impairment losses, a loss of 121.6 million euro was posted for the
fourth quarter (profit of 63.6 million euro in the fourth quarter of 2010).

Full-year sales volumes and internal transfers
As noted in the remarks on the fourth quarter, the figures and changes in full-year volumes
do not include Set Group operations, but reflect the re-inclusion of the Calcestruzzi group in
the scope of consolidation.

34








Sales volumes by geographical area
2011 2011 2011
Hi stori c
like-for-like
basis
Historic
like-for-li ke
basis
Historic
like-f or-like
basis
Central Western
Europe 18.8 (2.3) (2.3) 34.8 3.8 (5.8) 10.7 88.8 1.5
North America 4.2 5.1 5.1 1.4 40.7 40.7 0.8 (1.4) (1.4)
Emerging Europe,
North Africa and
Middle East 16.1 (5.4) (5.4) 1.7 (16.7) (16.9) 2.4 3.5 0.5
Asia 11.1 0.3 0.3 0.2 3.3 3.3 0.7 (5.9) (5.9)
Cement and clinker
trading 2.7 (27.1) (27.1) - - - - n.s. n.s.
Eliminations (1.8) n.s. n.s. - - - - - -
Total 51.1 (1.9) (1.9) 38.1 3.7 (5.1) 14.5 53.2 0.8
n.s. not significant
Cement and clinker
(mil lions of metric tons)
Aggregates*
(mill ions of metric tons)
Ready mixed concrete
(mill ions of m)
(*) excluding decreases for processing
Amount s refer to companies consolidat ed and proport ionat ely consolidat ed
% change vs.
2010
% change vs.
2010
% change vs.
2010

In cement and clinker, there was a mild slackening in the mature countries, arising from
progress in France Belgium and North America, offset by downturns in Italy, Greece and
Spain. The small improvement in Asia was driven by India, while Thailand was stable
(penalized in the fourth quarter as mentioned above) and the other countries slowed. The
Emerging Europe, North Africa and Middle East area was influenced above all by the
decline in Egypt, countered only in part by the healthy trend in Morocco. A reduction in
sales volumes was reported for Trading, mainly on intragroup trading.
The decline in aggregates, at constant size, stemmed from the general reduction in sales
volumes in Central Western Europe (where only France Belgium reported growth) and in
Morocco. The downturn was contained in part by the progress in North America.
In ready mixed concrete, on a like-for-like basis, there was a small improvement. The
healthy performance in France Belgium, Morocco and Kuwait more than made up for the
decline in other markets.
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Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report








Revenue and operating performance
Contribution to consolidated revenue
(in millions of euro)
% % % % (*)
Line of business
Cement and clinker 3,056.3 64.7 3,315.0 71.1 (7.8) (2.7)
Ready mixed concrete and aggregates 1,387.9 29.4 1,037.5 22.3 33.8 3.5
Miscellaneous 276.4 5.9 307.4 6.6 (10.1) (2.2)
Total 4,720.5 100.0 4,660.0 100.0 1.3 (1.3)
Geographical area
Central Western Europe 2,596.3 55.0 2,337.6 50.2 11.1 1.3
North America 404.7 8.6 414.6 8.9 (2.4) 2.5
Emerging Europe, North Africa and Middl e
East
1,009.5 21.4 1,237.7 26.6 (18.4) (13.2)
Asia 497.9 10.5 445.3 9.5 11.8 16.2
Cement and clinker trading 138.6 2.9 136.2 2.9 1.8 1.0
Other 73.5 1.6 88.5 1.9 (16.9) (10.6)
Total 4,720.5 100.0 4,660.0 100.0 1.3 (1.3)
(*) at constant exchange rates and scope of consolidation
2011 2010 Change
2011/10


Revenue and operating results by geographical area
(in millions of euro)
2011 % change
vs. 2010
2011 % change
vs. 2010
2011 % change
vs. 2010
2011 % change
vs. 2010
Central Western Europe 2,680.8 11.4 307.1 (6.4) 340.3 3.4 (4.1) n.s.
North America 405.1 (2.5) 16.3 (35.6) 23.0 5.8 (45.4) 5.8
Emerging Europe, North
Africa and Middle East 1,030.2 (17.2) 316.7 (24.6) 317.8 (23.8) 193.1 (34.2)
Asia 499.4 11.2 81.8 19.9 82.8 22.3 38.1 90.5
Cement and clinker trading 183.4 (20.0) 10.6 (25.6) 10.7 (25.5) 6.8 (40.0)
Other 423.9 (0.2) (33.8) (>100.0) (35.0) (>100.0) (58.1) (>100.0)
Eliminations (502.3) n.s. (1.4) n.s. (1.5) n.s. (1.4) n.s.
Total 4,720.5 1.3 697.3 (17.2) 738.1 (12.1) 129.0 (65.2)
n.s. not significant
Revenue Recurring EBITDA EBITDA EBIT

The 1.3% increase in revenue from 2010 arose from the business slowdown (-1.3%) and
negative exchange-rate effect (-2.2%), countered by a material consolidation effect
(+4.8%).
A factor in revenue performance was the fall in sales volumes, countered in part by a
favorable sales prices trend in some countries, notably India, Italy, Thailand and Morocco.
At constant exchange rates and scope of consolidation, the mature countries reported an
improvement, thanks to France Belgium and North America.
The negative exchange-rate effect arose chiefly from the depreciation of the Egyptian
pound, US dollar and rupee against the euro.
36








The operating performance was supported by industrial efficiency and growing profit
margins in Italy, but adversely affected by events on the Egyptian market, the consolidation
of the Calcestruzzi group and, at EBIT level, by heavy impairment losses. Compounding
this complex situation were higher energy costs and the depreciation of some currencies
against the euro, while a positive contribution came from CO
2
emission rights and the
valorization of energy efficiency credits for a total of 87.6 million euro (55.2 million euro in
2010).
Recurring EBITDA was 697.3 million euro, down 17.2% from 2010. After net non-recurring
income of 40.7 million euro (net expense of 2.3 million euro in 2010), EBITDA was 738.1
million euro, a decrease of 12.1% from 2010. The non-recurring items were net gains from
the sale of assets (66.3 million euro) and net expense for corporate restructurings (25.6
million euro), mainly in Italy.
After amortization and depreciation of 474.8 million euro (461.2 million euro) and
impairment losses of 134.3 million euro (8 million euro), EBIT was 129.0 million euro, down
65.2% from 2010. Impairment losses related to goodwill (82.6 million euro), property, plant
and equipment (36.6 million euro) and intangible assets (15.1 million euro); details are
provided in the notes. Impairment losses on goodwill referred to non-recent acquisitions in
Spain, Greece and Italy, the countries most affected by the market crisis.
Among the individual countries, the most significant progress in recurring EBITDA was
reported in Morocco, India, Thailand, while by far the largest reduction was in Egypt.

Finance costs and other items
In 2011 net interest expense on net debt decreased to 85.4 million euro (90.4 million euro
in 2010) as described in notes (note 30).
Overall, finance costs net of finance income rose from 89.8 million euro to 102.1 million
euro (+13.7%).
The trend was also due to net exchange rate losses of 10.6 million euro (gains of 8.4
million euro in 2010), with a negative increase of 19.0 million euro from 2010, and to net
derivatives for hedges on CO
2
emission rights and Certified Emission Reductions (CERs),
with a negative effect of 6.5 million euro.
The share of profit/(loss) of equity-accounted investees, 18.6 million euro, was up from
2010 (17.1 million euro).
Reversal of impairment losses on financial assets amounted to 7.5 million euro (losses
of 21.0 million euro in 2010). This arose as a result of the reversal, in the 2011 income
statement after the consolidation of the Calcestruzzi group as from January 1, 2011, of the
impairment loss on the Calcestruzzi group posted in the fair value reserve on December
31, 2010.

Profit for the period
Profit before tax was 53.0 million euro, down by 80.8% from 2010 (276.5 million euro).
Income tax expense, at 68.8 million euro, was up 13.5% from 2010 (60.6 million euro),
largely as a result of the income contribution of countries with higher tax rates, non-
deductible expense and the change in the tax rate in Egypt, which was increased to 25% at
the end of June 2011 from the previous rate of 20%.
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Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report








The loss relating to continuing operations came to 15.8 million euro (a profit of 215.8
million euro in 2010).
The net gain of 106.9 million euro from the sale of Set Group generated a profit for the
period of 91.2 million euro (197.1 million euro), with a loss attributable to the owners of
the parent of 3.1 million euro (profit of 45.8 million euro) and a profit attributable to non-
controlling interests of 94.3 million euro (151.3 million euro).

Total comprehensive income
Starting from the profit for the period, the comprehensive income for 2011 showed a
negative balance of 57.9 million euro (a positive balance of 223.9 million euro in 2010)
arising mainly from: translation losses of 26.2 million euro, fair value losses on available-
for-sale financial assets for 49.3 million euro, fair value gains on derivatives for 20.1 million
euro. Considering the profit for the period of 91.2 million euro described in the previous
section and the components described above, 2011 total comprehensive income was
positive at 33.2 million euro (a negative amount of 47.2 million euro attributable to owners
of the parent and a positive amount of 80.4 million euro attributable to non-controlling
interests), compared with a positive total of 420.9 million euro in 2010 (200.9 million euro
attributable to owners of the parent and 220.0 million euro attributable to non-controlling
interests).
The statement of comprehensive income provides a comparison with 2010.

Capital expenditure
Capital expenditure by geographical area (*)
(in millions of euro)
2011 2010 2011 2010 2011 2010 2011 2010
Central Western Europe 2.9 4.0 171.5 207.7 20.8 16.6 195.2 228.3
North America - 0.5 18.4 42.3 0.1 0.5 18.5 43.3
Emerging Europe, North Africa
and Middle East - 4.8 83.4 164.4 0.4 0.4 83.8 169.6
Asia - 5.3 60.6 83.6 - - 60.6 88.9
Cement and clinker trading - - 3.8 2.5 0.1 0.2 3.9 2.7
Others and eliminations - 0.2 (0.1) 2.2 4.0 4.4 3.9 6.8
Total 2.9 14.8 337.6 502.7 25.4 22.1 365.9 539.6
Change in payables for non-
current assets - 9.8 36.4 (7.2) - - 36.4 2.6
Total capital expenditure 2.9 24.6 374.0 495.5 25.4 22.1 402.4 542.2
(*) amounts refer to the area for which the investment is int ended
Financial assets
PPE+investment
property
Intangible assets
Total capital
expenditure

2011 capital expenditure amounted to 402.4 million euro, a decrease of 139.8 million euro
from 2010 (542.2 million euro).
Investments in property, plant and equipment and investment property totaled 374.0 million
euro, down by 121.5 million euro from 2010 (495.5 million euro) due to the completion of
strategic investments that had an impact in 2010; investments were largely in Italy, France-
Belgium, India, Egypt and Morocco.
38








Investments in intangible assets amounted to 25.4 million euro, an increase of 3.3 million
euro from 2010 (22.1 million euro), and were chiefly for software development.
Investments in financial assets were marginal, at 2.9 million euro (24.6 million euro in
2010).

Statement of financial position, cash flows and net debt

Condensed statement of financial position
(in millions of euro) 12.31.2011 12.31.2010
Property, plant and equi pment and investment property 4,470.8 4,628.2
Goodwi ll and intangible assets 2,017.4 2,150.4
Equity investments and other assets 670.4 651.6
Non-current assets 7,158.5 7,430.3
Current assets 2,572.3 2,590.8
Total assets 9,730.8 10,021.1
Equity attributable to owners of the parent 3,494.9 3,525.1
Equity attributable to non-controlling interests 1,400.0 1,460.8
Total equity 4,894.9 4,985.9
Non-current liabilities 2,802.9 3,266.2
Current liabilities 2,033.1 1,769.0
Total liabilities 4,835.9 5,035.2
Total equity and liabilities 9,730.8 10,021.1


Condensed statement of cash flows
(in millions of euro) 2011 2010
Net debt at beginning of period (2,230.9) (2,419.9)
Cash flow from operating activities:
Cash flow before change in working capital 438.5 621.1
Change i n worki ng capital (20.8) 133.8
Total cash flow from operating activities 417.7 754.9
Capital expenditure:
PPE, investment property and intangible assets (399.5) (517.6)
Financial assets (2.9) (24.6)
Total capital expenditure (402.4) (542.2)
Proceeds from the sale of non-current assets 184.2 143.2
Dividends paid (142.6) (130.0)
Calcestruzzi group net debt at January 1, 2011 (217.7) -
Cash flow from di scontinued operati ons (Set Group Hol ding) 279.2 (6.1)
Other 19.5 (30.7)
Change in net debt 137.9 189.0
Net debt at end of period (2,093.0) (2,230.9)

39
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Net debt breakdown
(in millions of euro) 12.31.2011 12.31.2010
Current financial assets (659.7) (835.6)
Current financial liabili ti es 756.7 535.4
Non-current financial assets (117.1) (65.0)
Non-current financial liabili ti es 2,113.1 2,596.1
Net debt 2,093.0 2,230.9


Net debt at December 31, 2011, amounted to 2,093.0 million euro, a reduction of 137.9
million euro from the end of 2010, despite the negative effect of 217.7 million euro arising
from the consolidation of the Calcestruzzi group as from January 1, 2011. Given lower cash
flow from operating activities, the improvement stemmed largely from the sale of assets no
longer of strategic importance (mainly Turkey, Axim).

Financial ratios
(absolute amount s in millions of euro)
Net debt 2,093.0 2,230.9
Consolidated equity 4,894.9 4,985.9

Net debt 2,093.0 2,230.9
Recurring EBITDA 697.3 836.3


Recurring EBITDA 697.3 836.3
Net fi nance costs* 126.1 115.5

* finance costs net of capital gains/ losses on sale of equity invest ment s
3.0 2.7

"Leverage"

2010
44.7 "Gearing"%

5.5
2011

42.8

7.2 "Coverage"
12.31.2010


12.31.2011


Equity
Total equity at December 31, 2011, was 4,894.9 million euro, down by 91.0 million euro
from December 31, 2010 (4,985.9 million euro).
The main increases were:
- profit for the period, 91.2 million euro;
- gains of 62.8 million euro from the sale of Afyon shares,
the decreases were:
- dividends paid, 142.8 million euro;
- the net change of 32.9 million euro in the hedging reserve and the fair value reserve;
- the acquisition of Ciments Franais treasury shares for 35.9 million euro;
- the reduction of 25.0 million euro in the translation reserves.
At December 31, 2011, there were no changes in treasury shares in portfolio with respect
to December 31, 2010. Italcementi S.p.A. held 3,793,029 ordinary treasury shares (2.14%
of ordinary share capital) servicing stock option plans and 105,500 savings treasury shares
(0.1% of savings share capital).
40








Reconciliation between parents profit for the year and equity and
loss for the year and equity attributable to owners of the parent

(in millions of euro) 2011
Profit (loss) for the period of the parent (Italcementi S.p.A.) 7.0
Consolidation adjustments:
- Profit (loss) for the period of consolidated companies (in accordance with Group accounting
pol icies) 562.0
- Eli mination of intragroup dividends collected during the year (507.2)
- Reversal of impai rment losses (reval uations) in consolidated equity i nvestments 89.2
- Eli mination of intercompany (gai ns) losses and other changes (59.9)
- Consolidated profit (loss) for the period 91.2
- Attributable to non-controlling interests 94.3
- Attributable to owners of the parent (3.1)
December 31,
2011
Equity of the parent company (Italcementi S.p.A.) 1,784.6
Consolidation adjustments:
- Eli mination of carryi ng amount of consolidated equity i nvestments
Carrying amount of consolidated equity investments (8,464.4)
Equity of consolidated companies (in accordance with Group accounting policies) 11,574.6
- Consolidated equity 4,894.9
- Equity attributable to non-controlling interests 1,400.0
- Equity attributable to owners of the parent 3,494.9

Risks and uncertainties
In May 2010, Italcementi S.p.A. formed a Risk Management Department, reporting to the
Italcementi S.p.A. Chief Executive Officer, to improve its ability to create value for
stakeholders by optimizing enterprise risk management (ERM). The mission of the function
is to guarantee a structured approach to risk management, integrated with the Group
growth strategy, and to support the improvement of Group performance by identifying,
measuring, managing and controlling key risks.
The creation of the Risk Management Department is part of the Risk & Compliance
program set up in 2008, based on the methodology developed by the Committee of
Sponsoring Organizations of the Tradeway Commission (COSO), and consisting of the
following phases.
1. Identification of the main areas of risk for Group strategic goals and development of
methods and tools to analyze and assess the correlated risk events.
2. Assessment, at country level and at aggregate level, of identified risk events in terms of
impact, probability and timeframe, in order to acquire an overall vision of the Group risk
portfolio.
3. Selection of priority risks and definition of response strategies, Group governance rules
and action to integrate and improve risk management systems; some operating risks are
managed at individual company level, while others requiring specific competences or
involving a variety of responsibilities are managed at Group level.
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2011 Annual Report
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4. Implementation of defined mitigation strategies and action and development of the
Enterprise Risk Management process.
5. Reporting to Top Management and the governance bodies on the main risks, and their
management and evolution; in this phase quantification of risks and opportunities is
integrated with the enterprise management process, for example in the budget, in
results forecasting reviews and in assessment of strategic projects.

Sustainable development and risk management: protection of people and assets
Sustainable development favors a corporate approach that balances economic growth,
protection of the environment and social sustainability. By constantly pursuing an optimal
balance among these elements and ensuring that benefits extend to everyone involved,
companies enhance their long-term value, ability to survive and competitive advantage,
thus helping to prevent industrial risks.
The Group checks that its protection and prevention programs are consistently applied to
all personnel in production sites (employees and other) and to all operations in its
companies.
Regulatory limits and Group sustainable development goals and initiatives are examined in
a special report (Sustainability Report) and also summarized in a specific section in this
report.
The Asset Protection Program continued in 2011; it qualifies the importance of risks and
develops a suitable prevention and protection policy, thereby limiting damage to assets and
consequent operating losses. The program is now a consolidated Group process.

Risks relating to the general economic and industry situation
The economic and financial situation represents an element of risk for the Group, also in
relation to its specific area of business, which is sensitive to changes in the economic
situation. Household and business propensity to invest in construction is affected by the
uncertainty and constraints of the general scenario.

Risks associated with energy factors
The cost of energy factors, which represents a large portion of Group variable costs of
production, can vary significantly as a result of factors beyond the Groups control. The
Group has adopted measures to mitigate risks for certain energy factors by entering into
medium-term supply contracts. Furthermore the centralized procurement organization
enables the Group to benefit from more efficient relations with suppliers and to obtain
competitive conditions.

Risks relating to availability of raw materials
The availability of raw materials is a strategic factor in investment decisions. The Group
generally sources its raw materials limestone, clay, gypsum, aggregates and other
materials used in the production of cement, ready mixed concrete and aggregates from
quarries it owns (the majority) or quarries rented from third parties. For these and other
significant materials, the Group has also reached specific agreements with suppliers to
guarantee continuous, stable procurement, under terms and conditions at the best market
levels.
42








Environmental risks
The Sustainability Report and the section on Sustainable Development in this report
illustrate the measures taken by the Group to manage environmental risks and control and
reduce emissions. With regard to CO
2
emissions, the Groups European companies are
exposed to price fluctuations on emission rights depending on its own rights surplus or
deficit. The Groups position is therefore constantly monitored to ensure correct risk
management (see note 22 in the notes).

Financial risks
The current period of crisis puts corporate cash flows at risk, endangering companies self-
financing ability and creating difficulties for normal, orderly operations on the financial
market.
The Group procures sources of finance and manages interest rates, currency and
counterparty risk, for all the companies in the scope of consolidation. The Group uses
derivatives to reduce the risk of fluctuations in interest rates and exchange rates with
respect to debt and its international operations. Detailed analysis of this type of risk is
provided in note 22 of the notes, on net debt.

Ratings risks
The Groups ability to compete successfully in the marketplace for funding depends on
various factors, including its credit ratings assigned by recognized ratings agencies. Its
credit ratings may change to reflect changes in its results, financial position, credit structure
and liquidity profile. As a result, a rating downgrade may have negative repercussions on
the Groups ability to raise funding.

Legal risks
Suitable provisions and impairment losses have been applied with regard to existing risks
and their related economic effects. Estimates and valuations are based on available
information and are in any case regularly reviewed, with immediate recognition in the
financial statements of any variations.

Conformity risks
The Group is subject to specific regulations concerning the quality of the products it
markets; special monitoring activities have been set up to ensure compliance with the
regulations in the countries where it operates.
At a general level, the Risk and Compliance program has introduced specific training and
circulates procedures and recommendations in the Group countries, to ensure compliance
with legislation and with tax, social and environmental regulations. The program is reviewed
on an annual basis to take account of regulatory changes.

Political risks
The Group has taken out insurance covers to limit the financial consequences of possible
political measures that might prevent normal management of some subsidiaries in
emerging countries.
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Financial disclosure risks
The main characteristics of the risk management system and the internal control system
with respect to the financial disclosure process are illustrated in a specific chapter of the
Corporate Governance report in the Italcementi S.p.A. annual report.

Insurance
In the interest of all Group subsidiaries, Italcementi has taken out policies with leading
insurance companies to cover risks to people and assets, as well as product and general
third-party liability covers. As part of its risk coverage policy, the Group aims to optimize
risk management costs by assessing direct assumption and transfer to the market. All
policies are negotiated under a framework agreement to ensure a balance between the
probability of a risk occurring and the damage that would ensue for each subsidiary.









44








Performance by country and business
The Group in 2011
Cement: No.
full -cycle cement plants 54
grinding centers 10
trading termi nal s 5
Aggregates:
quarries 119
Ready mixed concrete:
pl ants 494

Central Western Europe
Italy France/
Belgium
Spain
Others
(1)
Total Central Western
Europe
Full-cycl e cement pl ants 17 10 3 1 31
Gri nding centers 4 1 - - 5
Quarries 28 77 6 1 112
RMC plants 160 190 19 3 372

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Italy 918.1 689.5 (12.6) (36.3) 10.4 (33.3) (142.4) (122.6) 76.9 90.2 3,439 2,915
France /
Belgium 1,589.7 1,493.8 302.8 318.2 313.7 316.8 215.6 215.5 82.6 99.0 4,113 4,162
Spain 155.4 176.5 18.5 31.6 17.6 31.1 (58.2) 7.7 7.6 11.0 597 634
Others
(1)
41.8 70.3 (1.6) 14.5 (1.4) 14.6 (19.0) 10.2 4.4 7.5 194 209
Eliminations (24.2) (22.8) - - - - - - - - - -
Total 2,680.8 2,407.3 307.1 328.0 340.3 329.0 (4.1) 110.7 171.5 207.7 8,343 7,920
(1) Greece
Revenue Recurring
EBITDA
EBITDA Employees EBIT Capital
expenditure


Italy
The results and the comparisons with 2010 are subject to the change in the scope of
consolidation after the consolidation of the Calcestruzzi group as from the beginning of 2011.
The difficult economic and financial situation provoked a strong slowdown in building, both
in the private sector, due to the high level of unsold stock and the growing squeeze on
credit, and in the public sector, due to the constraints of the stability pact and the resulting
cut in capital spending. In 2011, demand for cement fell for the fifth year running, most
notably in the second half of the year. On the trading front, material reductions emerged
both in exports and in imports of cement.
Our cement and clinker sales volumes fell by 6% from 2010, essentially due to the
reduction in the second half of the year, with a more negative trend than the market, in part
as a result of compliance with rigorous commercial risk assessment criteria. The sales price
trend reversed as from the beginning of 2011, making further progress in the second half
after the introduction of the new price list at the beginning of June, thus counterbalancing
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the negative trend in sales volumes. The improvement in sales prices brought healthy
progress in recurring EBITDA, which was also supported by management of CO
2
emission
rights, valorization of energy efficiency credits (white certificates), income from power
interruptability and savings on fixed costs as a result of measures already taken and due to
continue in 2012. This was also achieved through a re-organization of HQ operations and
the production and sales networks, providing for absorption of personnel surpluses with
recourse to a series of welfare benefits. In connection with these measures, a net amount
of 8.1 million euro was recognized in 2011 under non-recurring expense. Among negative
effects, apart from the fall in sales volumes, there was an increase in variable costs, largely
due to the rise in energy costs, counterbalanced by continuous efficiency improvements in
production through use of alternative fuels, replacement raw materials and improvements in
specific use.
Overall operating results reflected the impact of the consolidation, as from the beginning of
the year, of the ready mixed concrete and aggregates sector, with negative recurring
EBITDA. The ready mixed concrete market has been experiencing a severe crisis for a
number of years. In addition to the decline in demand, again a notable feature of 2011,
other factors were the difficulties encountered by small and medium construction
companies in obtaining credit. On a like-for-like basis, although Group sales recovered in
the fourth quarter, they were down 2.7%, as a result of the general market decline, offset in
part by the lively sales trend in major works. Trends in aggregates volumes were similar: a
reduction of 4.1% for the year, with growth reported in the fourth quarter. In 2011, after re-
gaining full control of operations, the Group drew up a plan to recover high levels of
industrial efficiency and organizational effectiveness. To achieve this, a re-organization will
begin in 2012 with the disposal of non-strategic plants, with recourse to welfare benefits to
mitigate the impact on employees (recourse to state-subsidized layoff for a two-year
period). Non-recurring expense was also provided for the ready mixed concrete and
aggregates sector, for 14.6 million euro.

France Belgium
In France and in Belgium cement consumption made good progress in 2011 thanks to very
favorable meteorological conditions at the start and end of the year, and a healthy trend in
residential building and public works.
In France, Group overall cement and clinker sales volumes (including marginal export
volumes) increased by 6.4%; in Belgium cement sales volumes grew by 10.0% (+8.4%
including cement and clinker exports).
Average sales prices fell slightly, in both France and Belgium, in part due to growing
competitive pressures.
Operating results in the cement sector slackened as operating expenses rose, especially
for energy and maintenance, and as sales prices showed a slight decrease. These trends
were offset only in part by the increase in sales volumes.
In France Group ready mixed concrete sales volumes progressed by 10.5%, while
aggregates were up 5.6%; in Belgium, on a like-for-like basis , ready mixed concrete sales
volumes increased by 15.6%, while the rise in sales of aggregates was 2.7%. This positive
trend fuelled the improvement in operating results.


46








Spain
In Spain the fall in cement demand continued in 2011, with another sharp reduction,
stemming largely from the difficult situation in the residential sector and the difficult financial
situation of the state administration, which had a negative impact on infrastructure.
In these conditions, Group domestic cement sales volumes were down 16.3% on 2010.
Exports, supported by Group Trading operations, made it possible to contain the reduction
in cement and clinker sales at 6.8%.
Average cement sales prices made good progress in southern Spain and fell slightly in the
Basque Country.
The crisis in the construction sector had a particular significant impact on sales volumes of
ready mixed concrete and aggregates, which fell by 23.2% and 30.3% respectively.
In a particularly difficult market, the Group proceeded with renewed energy with its support
activities and measures to rationalize and improve the efficiency of industrial operations,
which will continue during 2012.
Overall operating results decreased due to the reduction in sales volumes and the rise in
energy costs, counterbalanced only in part by measures to contain fixed costs and by the
favorable sales prices trend on markets in southern Spain.

Others
In Greece, the economic crisis continued with no signs of a recovery. This was reflected in
Group overall cement and clinker sales, which fell by approximately 40%. A significant
reduction was also recorded in sales volumes in ready mixed concrete (-40.5%) and
aggregates (-51.0%). Operating results, affected mainly by the large fall in sales volumes,
declined sharply.

NORTH AMERICA
Total
North America
Full-cycl e cement pl ants 6
Gri nding centers 1
Quarries 3
RMC plants 33

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Total 405.1 415.3 16.3 25.4 23.0 21.7 (45.4) (48.2) 18.4 42.3 1,485 1,686
Revenue Recurring
EBITDA
EBITDA Employees EBIT Capital
expenditure

In the USA, cement consumption on the Group markets improved in 2011, showing overall
growth estimated at 2.8%, with a particularly positive performance in the fourth quarter
thanks to good meteorological conditions and a recovery in the residential and commercial
sectors.
In this context, Group cement sales volumes improved by 5.1% from 2010, also helped by
a gradual recovery of market share.
Average revenue per unit slackened from 2010, due to more intense competition and
higher logistic expenses.
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Ready mixed concrete sales volumes were down 1.4%, while sales of aggregates rose
by 40.7%, sustained by a series of major road works in Canada.
Recurring EBITDA was down on 2010, reflecting the fall in sales prices and higher
operating expense (primarily energy and maintenance), offset only in part by higher sales
volumes and action to contain fixed costs.
In preparation for the expected economic turnaround and consequent improvement in
cement demand, the Group took further steps in its distribution and logistics re-
organization. The program began in the fourth quarter and will begin to produce significant
effects in the first half of 2012.

Emerging Europe, North Africa and Middle East
Egypt Morocco
Others
(1)
Total Emerging
Europe, North Africa
and Middle East
Full-cycl e cement pl ants 5 3 3 11
Gri nding centers - 1 - 1
Terminals - - 2 2
Quarries - 3 1 4
RMC plants 20 23 9 52

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Egypt 551.8 788.7 129.6 270.7 129.6 270.5 63.2 191.2 39.1 53.3 4,622 4,781
Morocco 353.2 326.1 152.2 125.7 153.2 122.4 115.7 95.6 34.7 95.3 984 1,095
Others
(1)
125.5 130.3 34.8 23.9 35.0 24.0 14.2 6.8 9.6 15.8 895 902
Eliminations (0.3) (0.5) - - - - - - - - - -
Total 1,030.2 1,244.6 316.7 420.2 317.8 416.9 193.1 293.6 83.4 164.4 6,501 6,778
(1) Bulgaria, Turkey (Af yon), Kuwait , Saudi Arabia
Revenue Recurring
EBITDA
EBITDA Employees EBIT Capital
expenditure

Egypt
2011 was affected by the tensions that led to the overthrow of the political regime at the
beginning of the year and by a climate of uncertainty throughout the year.
Group overall cement and clinker sales volumes, including modest export flows, fell by
10.9%, reflecting a fall in demand and, above all, the market entry of new production
capacity. In an increasingly aggressive competitive environment, prices fell particularly
significantly in the middle part of the year.
Sales volumes in ready mixed concrete were down 20.1%.
The sharp reduction in operating results arose from a number of factors. There was a
significant fall in revenue (price and volume effects), higher energy costs, and higher
payroll and general expenses, in part as a result of the policies introduced by the Group to
help its employees during the most difficult period of the transition in 2011. Another
negative factor was the depreciation of the Egyptian pound, reflected in the translation into
euro of amounts denominated in local currency.
48








Nevertheless, these trends were countered by continuing programs to recover industrial
and procurement efficiency, associated with the elimination of clinker purchases.

Morocco
In Morocco, cement consumption in 2011 was very healthy, upheld chiefly by private
investment in housing and by the public works sector.
At the end of March, the Agadir plant was permanently shut down, replaced by the new
cement plant in Ait Baha. In October, the Layoune wind farm was officially opened (5.25
MW); the farm provides power for the neighboring grinding center.
Group domestic cement sales volumes rose by 8.1%. The increase in overall cement and
clinker volumes, including exports, was 9.1%.
Sales volumes of ready mixed concrete, sustained largely by activities in the Casablanca
area, were up 10.9%, while sales of aggregates fell by 17.0% on a highly competitive
market.
Operating results made significant progress, thanks to higher revenue (volume and price
effects) and the sharp reduction in clinker purchases as a result of the additional capacity
provided by the Ait Baha plant, whose overall efficiency produced benefits sufficient to
counter the large increase in fuel costs.

Others
In Bulgaria, cement consumption decreased, but at a much slower rate than in 2010.
Group overall cement and clinker sales volumes were significantly lower at the end of the
first half but then made a strong recovery to keep the full-year reduction at 3.8%. Operating
results made healthy progress thanks to management of CO
2
emission rights.
In Kuwait, in an upbeat economic scenario, Group cement sales volumes increased by
4.5%, although sales prices were affected by the large decrease at the end of 2010.
Operating results were helped by sales in ready mixed concrete, in terms both of volumes
(+22.8%), and of sales prices, and were up with respect to 2010.


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ASIA
Thailand India
Others
(1)
Total Asia
Full-cycl e cement pl ants 2 2 2 6
Gri nding centers 1 1 - 2
Quarries - - - -
RMC plants 33 - 1 34

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Thailand 194.1 180.2 23.5 15.0 24.5 14.7 8.0 (7.3) 11.4 7.2 863 846
India 223.5 169.8 57.2 36.0 57.2 35.9 38.7 20.2 42.7 68.9 797 787
Others
(1)
81.8 98.9 1.0 17.3 1.1 17.1 (8.6) 7.2 6.5 7.5 604 758
Eliminations - - - - - - - - - - - -
Total 499.4 449.0 81.8 68.2 82.8 67.7 38.1 20.0 60.6 83.6 2,264 2,391
(1) China and Kazakhst an
Revenue Recurring
EBITDA
EBITDA Employees EBIT Capital
expenditure

Thailand
The consequences of the floods that hit the country in the fourth quarter slowed the
economy, which reported only modest progress in 2011; the policies adopted by the
Government should stimulate new economic growth this year.
In 2011 Group domestic cement sales volumes showed a small improvement (+0.4%); total
cement and clinker sales were slightly down (-0.2%) as a result of lower clinker exports,
offset only in part by cement sales to Cambodia.
Average domestic cement sales prices were up on 2010, largely thanks to the first nine
months of the year.
Ready mixed concrete sales volumes fell by 7.2% from 2010.
Overall operating results made progress, helped by the positive trend in sales prices, which
counterbalanced the rise in costs for fuel and operating expenses.

India
In 2011 the economy slowed, with repercussions in the construction sector, where results
failed to meet expectations. India was also troubled by inflationary pressures, which led to
numerous interventions by the central bank, while the local currency depreciated
significantly against the euro. Political instability and tensions contributed to the mood of
uncertainty.
In a competitive arena where pressure was intensified by the arrival of new production
capacity, the healthy trend on markets in southern India in the fourth quarter meant the
year closed with a slight increase in cement consumption compared with 2010.
In June the Group began production at the Chennai grinding center and benefited from
higher production levels in 2010. Its domestic cement sales increased by 7.8%, while total
cement and clinker sales rose by 8.5%.
After collapsing in the first nine months of the previous year, average sales prices made a
significant recovery, which continued throughout the year, stabilizing in the fourth quarter.
50








Operating results showed healthy progress largely due to the rise in average sales prices,
countered only in part by the increase in the cost of coal (especially in the fourth quarter)
and an unfavorable exchange-rate effect.

Others
In China, the economic growth of 2011 supported the construction sector. Group overall
cement and clinker sales volumes, however, fell by 5.2%, due to the entry of new
production capacity. The fall in average sales prices, associated with the negative volume
effect and the rise in fuel costs, generated a sharp reduction in operating results.
In Kazakhstan, despite higher demand, Group cement and clinker sales volumes dropped
by 18.8% from 2010. This was due to the distance from the capital city, Astana, where
major infrastructure projects were concentrated, and to the entry of new production
capacity in the south of the country. Despite the healthy sales prices trend, the negative
volume effect and the rise in operating expenses caused a large reduction in operating
results.

CEMENT AND CLINKER TRADING
Total Cement and
clinker trading
Gri nding centers 1
Trading termi nal s 3
RMC plants 2

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
Total 183.4 229.3 10.6 14.3 10.7 14.3 6.8 11.4 3.8 2.5 340 369
* the fi gure refers to all activities, includi ng fuel trading
Revenue Recurring
EBITDA
EBITDA Employees* EBIT Capital
expenditure

2011 intragroup and third-party cement and clinker sales volumes fell by 27.1%, largely as
a result of performance in the first half of the year.
The sharp fall in sales volumes arose largely in intragroup clinker sales, particularly with
regard to Egypt and Thailand.
Operating results were down on 2010.

Energy project
As reported above, in March Italgen Elektric Uretim, the company that developed the 142.5
MW wind farm project in Balikesir, Turkey, was sold to a third party. The main Italgen
projects in 2011 are described below.

Italy: Guiglia (Modena) Photovoltaic plant (6 MW)
At the end of July, two months ahead of schedule, work was completed on the photovoltaic
plant in Guiglia (Modena), by the i.Fotoguiglia S.r.l. company owned 30% by Italgen and
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70% by Fotowatio Italy, a subsidiary of the Spanish group Fotowatio Renewable
Ventures S.A.. From July-December 2011, the plant, which involved a total investment of
20 million euro and is run jointly by the two partners, generated 4,600 MWh of electrical
energy, 30% above the forecast volume, thanks in part to very favorable meteorological
conditions. The Italian Electric System Authority is currently assessing the projects
eligibility for government incentives.

Morocco: Laayoune Wind farm (5 MW)
Consistently with the business model drawn up by Italgen and Ciments du Maroc, in 2011
the Laayoune wind farm was completed. In the period July-December, it generated a total
of approximately 7.5 GWh, in line with the volume projected in the feasibility study.

Morocco: Ait Baha Solar concentrator project (0.1 MW)
At the beginning of 2011 preliminary studies began to assess installation of a solar
concentrator plant next to the Ait Baha cement plant and a technical partner was identified
with an innovative technology based on parabolic reflectors. The pilot plant will comprise 3
solar modules with a total surface of approximately 6,000 m
2
. Planned peak power is 150
kW and projected annual production is approximately 1 million kWh, for a total investment
of 2.7 million euro.

Egypt: Gulf El Zeit Wind farm (120 MW)
Despite some delays due to the political difficulties in Egypt, the authorization process for
the project continued, the preliminary farm project was completed for the preparation of the
documents and the tender specifications for the supply of the plant, and negotiations
continued with the Egyptian authorities on the drafting of the usufruct agreement, which we
hope will be signed in the next few months.

Bulgaria: Kavarna I and Kavarna II Wind farms (18 MW)
During 2011 commercial operations began for the Kavarna II wind farm. The reliability test
was completed successfully and in the first two months of activity the farm exceeded the
contractually planned volume. Operations at the two farms were hampered, however, by
unplanned interruptions caused by the inability of the local grid to cope with power
generation peaks and low wind levels during the year. Total production was 32.5 GWh,
20% below projected production.
In 2011, Italgen S.p.A. reported revenue of 57.4 million euro, an increase of 22.4% from
2010, thanks to higher volumes of transported power and the rise in the transportation
charge. Recurring EBITDA was 17.7 million euro, 10.5% above 2010; profit for the year
was 19.7 million euro, a sharp increase from 2010 (7.3 million euro), thanks to the gain
from the above-mentioned sale of Italgen Elektric Uretim. Italgen closed 2011 by
successfully meeting its Zero accidents target.

52








Dealings with related parties
For the purposes of the consolidated financial statements, dealings with related parties
concerned:
- the parent company Italmobiliare S.p.A. and the Italmobiliare group companies
(subsidiaries, joint ventures, associates and their subsidiaries);
- Italcementi S.p.A. subsidiaries not consolidated;
- joint ventures and their subsidiaries;
- associates and their subsidiaries;
- other related parties.
Key figures at December 31, 2011, for dealings with related parties are provided in the
notes (note 36).
Transactions with related parties reflect Italcementi S.p.A.s interest in leveraging the
synergies within the Group to enhance production and commercial integration, employ
competencies efficiently and rationalize use of corporate divisions and financial resources.
All dealings with related parties, whether financial or relating to the exchange of goods and
services, are conducted at normal market conditions and comply with the Code of Conduct.
No atypical or unusual transactions as defined by CONSOB Communication no. DEM /
6064293 of July 28, 2006, took place during the year.

Dealings with Italmobiliare S.p.A. and Italmobiliare group companies
Italcementi S.p.A. is subject to management and coordination by Italmobiliare S.p.A..
Italcementi S.p.A. provides Italmobiliare S.p.A. and that companys subsidiaries with
personnel administration services and receives and provides services. It also provides
Italmobiliare S.p.A. with a share register management service and administration services
for shareholders' meetings.
Following the introduction of the tax consolidation regime in Italian tax law, Italcementi
S.p.A. and some of its Italian subsidiaries elected national tax consolidation as per articles
117-129 of the Consolidated Income Tax Act (TUIR), with Italmobiliare S.p.A. as the
consolidating company.
Italcementi S.p.A. does not hold nor held during the year, directly or indirectly, Italmobiliare
S.p.A. shares.

Dealings with subsidiaries, joint ventures, associates and their subsidiaries
Dealings with subsidiaries not consolidated and with the other companies are of a trading
nature (exchange of goods and/or services) and a financial nature.

Dealings with other related parties
In 2011, Finsise S.p.A., whose majority shareholder is Italo Lucchini, a director of
Italcementi S.p.A., provided administrative, financial, contractual, tax and corporate re-
organization consultancy services for a consideration of 360,000 euro. A similar contract for
an annual consideration of 10,500 euro exists between Finsise S.p.A. and the subsidiary
Azienda Agricola Lodoletta S.r.l..
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During the year Italcementi S.p.A. and subsidiaries received legal services for 612,000 euro
from the Dewey & LeBoeuf law firm, of which Luca Minoli, a director of Italmobiliare S.p.A.,
is a partner.
Italcementi S.p.A. has a land occupation contract with River S.p.A. (which during the year
became Kilometro Rosso S.p.A., a company in which the director Alberto Bombassei holds
an investment), in connection with building works for the construction of its management
office; the amount relating to 2011 was 42,000 euro.
In 2011 Italcementi S.p.A. disbursed an amount of 600,000 euro to the Italcementi Cav.
Lav. Carlo Pesenti foundation to cover management costs. With regard to the contract for
the supply of corporate-administrative services and provision of staff, Italcementi S.p.A.
charged the foundation an amount of 178,000 euro. CTG S.p.A. provided the foundation
with services for 8,000 euro.
Transactions with related parties are illustrated in the notes, while remuneration paid to the
Italcementi S.p.A. Directors, Statutory Auditors, Chief Operating Officer and Manager in
charge of preparing financial reports, for positions held within the Group are illustrated in
the Remuneration Report.
Information on dealings with related parties of the parent Italcementi S.p.A. is provided in
the specific sections in the Italcementi S.p.A. directors report and notes to the financial
statements.

Information systems
Important results were obtained in 2011 for the plan for the renewal of the Group
information systems.
The new management control model was activated in most of the main Group countries.
The project aims to make performance analysis faster and more effective by rationalizing
rules and automating information management and processing. The model roll-out will be
completed by the end of 2012 with activation in the minor locations.
At the end of 2011, application of an integrated budget and planning system was
operational in the main Italian and French companies; the system will be rolled out to the
rest of the Group by the end of 2012.
The focus of the 2011 projects also targeted areas for efficiency improvements, with
initiatives covering for example spares management and production control, and the
commercial areas, with initiatives to build more effective relations with customers. The latter
looks likely to be a constantly changing area for almost all Group countries, taking priority in
development of IT solutions in 2012.
With regard to compliance, further advances were made in internal procedures for Disaster
Recovery, Management of transfer to production, and Segregation of Duties.
2011 also saw a constant focus on efficiency and simplification, leading to a review of the
main outsourcing contracts with a significant reduction in costs.


54








Sustainable development
In 2011, the Group maintained and strengthened its commitment to sustainable
development in all countries and lines of business, with initiatives coordinated by the
Groups Sustainable Development Steering Committee. Details on objectives, initiatives
and results are provided in the Sustainability Report.
Membership of the United Nation Global Compact (UNGC) and participation in the World
Business Council for Sustainable Development (WBCSD) are cornerstones of the Group
commitment to sustainability. The Group companies also take an active part in the regional
UNGC and WBCSD networks. The new Sustainability Policies adopted at the end of 2010
are being introduced and implemented at local level.
The Italcementi Group was reconfirmed in The Sustainability Yearbook 2012, the most
complete publication on corporate sustainability issued annually by Sustainable Asset
Management (SAM); it was ranked in the SAM Bronze Class category.

Social initiatives
The Group takes active steps to improve quality of life for its employees, support local
communities and cooperate with customers and suppliers. No form of discrimination is
applied in any area and employee health and safety are considered of fundamental
importance. Key aspects of workers rights are managed with policies compliant with the top
international standards, like the International Labor Organization regulations and the
guidelines of the Organization for Economic Co-operation Development. With the
contribution of the principles of the United Nations Global Compact, the implementation
continued of the agreement signed by Italcementi S.p.A. with Building and Wood Workers
International in 2008, to promote and safeguard worker rights. The Group is also
completing formulation of a program to raise awareness of human rights and establish an
internal reporting and monitoring system.

Health and safety
Improvement of safety is a constant Group objective. Since the introduction of the Zero
accidents project in 2000, the accident frequency rate has fallen significantly (about 74%).
Confirming the strength of its commitment to improving safety conditions not only for its
own employees but also for its contractors workers, in order to prevent fatal accidents and
foster a safety and awareness culture among its own workforce and other workers, the
Group has decided to adopt a new approach promoting safety as a way of life, closely
related to daily activities. Beginning with the new Safety Policy and applying the new Safety
Management Manual, a growing number of compulsory standards have gradually been
adopted by all the subsidiaries.

Environmental management systems
At the end of 2011, 47 plants out of 53 had ISO 14011 certification for their environmental
management systems. Other certification procedures are in the final stage of
implementation. Environmental management systems are being gradually extended to all
Group operations in cement, aggregates, ready mixed concrete and other areas.
Risk management is also handled through environmental audits conducted by the
Sustainable Growth Division as part of a long-term program. In 2011, these audits covered
cement plants in China, Egypt and North America.
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Raw materials and alternative fuels
To ensure responsible use of raw materials and fuels, many subsidiaries are taking action
to increase use of alternative sources and thereby minimize impact on the environment and
on the health and safety of employees and other parties using these materials. In 2011, the
proportion of alternative fuels to total Group energy consumption increased with respect to
2010. In Egypt and India, a number of promising activities began.

Emissions control and reduction
At the end of 2011, 59 out of 78 active kilns were equipped with complete continuous
emissions monitoring systems to measure dust, NO
x
and SO
2
, in line with the requirements
of the Cement Sustainability Initiative. The remaining kilns are kept under constant control
through partial continuous systems or regular spot checks. In addition to dust, NO
x
and
SO
2
, spot monitoring of minor elements such as volatile organic pollutants, metals and
dioxins is conducted in a growing number of plants, in order to set improvement targets and
keep ahead of future legislation.

CO
2
emissions monitoring and European Union trading system
The CO
2
emissions generated by Group operations directly (e.g., production) and indirectly
(e.g., transport) are closely monitored. 2011 saw a significant improvement in CO
2

emissions in countries where recently revamped plants resumed full operation.
European clinker production plants are subject to the European Directive on greenhouse
gas emissions trading, now in the second period of application (2008-2012). The downturn
in the European cement market continued in 2011, leading to a fall in clinker production
volumes and consequently in CO
2
emissions in all Group countries in Europe. In 2011, the
Group had a quota surplus for more than 4 million metric tons of CO
2
, on a total allocation
of approximately 18 million metric tons. The Group manages this availability compatibly
with its carbon risk management strategy, covering the entire period from 2008 to 2020 (EU
ETS application phases 2 and 3). The strategy includes EUA-CER forward swaps (forward
EUA sales and CER forward purchases) to diversify and optimize the CO
2
emission rights
portfolio, for use after 2012.

Human resources
The Group workforce stood at 19,896 persons at December 31, 2011, a decrease of 243
from December 31, 2010. On a like-for-like basis, in relation above all to the re-inclusion of
the Calcestruzzi group, the reduction would have been 830 heads (-4.1%). The downsizing,
which was of significant proportions in the companies affected by the crisis, was achieved
largely through special exit incentives, retirement support or restructuring agreements with
the unions to limit social repercussions. This enabled the Group to maintain a healthy
internal climate and keep strikes and forms of union unrest to an immaterial level. The
corporate climate improvement projects drawn up after the 2010 Group Opinion Survey
were introduced into the companies.
The strong attention devoted to reducing fixed costs and jobs did not prevent the necessary
personnel development measures, to enhance key competences and retain the most
qualified employees. Although budgets were limited, new initiatives began at local and
international level, especially for the professional supply chain family and to boost
56








leadership and performance management. This helped the Group keep turnover of key
personnel to a physiological minimum, confirming the strong sense of belonging in the
organization, even during this difficult period.
An important improvement was made in the personnel information systems with the
introduction of the SAP system in the Egyptian subsidiary.
In 2011, thanks in part to funding for training provided under current laws, the Group
provided a total of 364,040 hours of training involving 18,524 people on at least one
course for a total of 32,563 participants.
Activities were developed consistently with the re-organization of the Training Management
System, which covers four areas: Human Capital Development, Compliance and Risk
Mitigation, Efficiency, Sustainable Development and Innovation. Also, for the 80
th

anniversary of the Studi & Ricerche publication by Scuola Master F.lli Pesenti, a meeting
was organized at Milan Polytechnic on synergies between the corporate sector and
universities. In cooperation with the Cav. Del Lavoro Carlo Pesenti foundation, work
continued with schools and universities, with the assignment of scholarships, internships,
degree theses and visits for students to Group offices, laboratories and plants.
Initiatives continued in 2011 to improve the corporate governance system, using a
methodology that defines the organizational structure, responsibilities and powers and
describes company processes, in order to identify suitable measures to prevent
commission of offences and mitigate operating and compliance risks.
Integration continued of the Management Systems (Quality, Environment, Safety) from a
process viewpoint, and integration also began of the requirements for the Information
Technology Infrastructure Library (ITIL) standard to provide IT solutions in line with the top
international standards, in part to mitigate IT offences as per Legislative Decree 231/01.
Implementation of the company processes was conducted in a more systematic fashion for
all Group subsidiaries, which are equipped with their own improvement Action Plan in line
with local business needs and corporate governance rules. In areas where the program
has achieved the highest level of implementation, the spread of the corporate process
culture is facilitating management of improvement, control and mitigation of activities at
risk, and also generating a high level of employee engagement.
To date, the availability of consolidated operating corporate governance tools together with
the assessment reports from the various bodies and functions performing control activities
is enabling the Group to direct the development and review of corporate processes to the
areas at greatest risk.






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Engineering, technical assistance, research and
development
(CTG S.p.A. Group Technical Center)
In 2011 CTG S.p.A. carried out engineering, construction, technical assistance and R&D
activities for the Group companies in Italy and abroad, providing services for 55.2 million
euro (61.8 million euro in 2010).
Staff at December 31, 2011, numbered 398 (404 at December 31, 2010), of whom 306 in
Bergamo, 86 in Guerville and 6 at Suez Cement in Egypt.
Regarding projects set up in previous years and now in operation, Martinsburg (USA),
Matera (Italy), Yerraguntla (India) and Ait Baha (Morocco), CTG S.p.A. played a limited role
in realization, focusing more on fine-tuning; for the new projects too, its involvement was
limited, since these projects are still in the early stages.
With regard to the revamping of the Devnya cement plant in Bulgaria, work is focusing on
engineering, in relation to the changed dimensions of the plant (4,000 mt of clinker per day)
and on preparation of documentation to begin requests for tenders. For the revamping of
the Rezzato plant in Italy (3,000 mt of clinker per day + 20% maximum), basic engineering,
investment scheduling, preparation of the requests for tenders and approvals have been
completed.
Operations for the new plant in Gulbarga, India, comprised basic engineering and
preparation of the request for tenders.
Regarding the project for the opening of the Barry quarry (Belgium), work continued on
basic engineering and approval applications; for the Gaurin Milieu project, building work
was completed and the plant was commissioned.
Assistance operations included action to improve product quality and raise efficiency at a
number of cement plants.
R&D work focused on materials and processes; nine patent applications were filed during
the year.
New mortar and concrete formulations were developed and are currently being tested.
Regarding TX Active products, work continued on new formulations, paint and roofing tests,
as well as road paving formulations.
Monitoring of the new technologies and assessment of their applications in the cement
sector continued. Special attention was devoted to cement formulations and to the
production of clinker with lower CO
2
emissions.
Regarding process innovation, work is underway on filters for high-temperature gases, and
dust recovery and treatment.




58








Innovation
In 2011 the Group continued to promote the use of innovative products, applications and
services in its companies to contribute to the creation of value, guaranteeing the best
construction material solutions in compliance with policies to respect the environment and
optimize resources.
The rationalization of operations and growing integration among the functions concerned
led to a reduction in development times and a stronger research and assistance focus on
the most promising and profitable areas, including new business areas.
After finalization of agreements for marketing of i.light, the transparent panel used at the
Italian Pavilion at Expo Shanghai 2010, the optimization and diversification of the basic
product continued; alternative channels are also being studied to enhance the offer.
Sales volumes of sulfoalluminate cement-based products (ALIPRE range) rose
significantly, thanks in part to the gradual expansion of the range and markets.
Development also continued of new products based on TX Active, especially for coatings.
Despite the unfavorable scenario, revenue from products classified as innovative, based on
the third-party certified internal procedure, was in line with targets, at approximately 180
million euro in 2011.
A project began during the year to valorize the link between innovation and sustainability. A
sustainable production assessment process was developed using criteria consistent with
the main international systems to determine the percentage of sustainable products in the
Group. The Sustainable Production Index will be presented to the certifier by the end of
March and tested in a number of countries during 2012 to become a fully operational
parameter as from 2013.

E-business
In 2011 BravoSolution group revenue amounted to 55.5 million euro, an increase of 3.4%
from 2010 (53.7 million euro). EBITDA was 6.8 million euro, as in 2010, while EBIT was 2.7
million euro (2.9 million euro). Profit before tax was 2.2 million euro (2.6 million euro) and
profit for the year was 1.1 million euro (1.4 million euro).
Profit margins were maintained thanks to the improvement in revenue and costs compatible
with business levels. Specific action was taken to contain overheads, without penalizing the
acquisition of resources active in operating efficiency, customer service and development
of new markets.
During the year the BravoSolution group confirmed its excellent commercial positioning as
a supplier of customized software platforms and professional value-added services.
In 2011 BravoSolution S.p.A. posted revenue of 24.6 million euro (+1.0%) and further
growth in earnings, confirming its undisputed leadership on the Italian market. On a market
where customers encountered operating and financial difficulties, BravoBus S.r.l., which
operates on the e-sourcing market in the Italian local public transport area and serves
public companies and institutions in the Rome area, reported a reduction in revenue
(-20.5%), but a substantial breakeven.
BravoSolution France, which in 2008 merged with Mobile Workers S.A. (a spend analysis
company acquired in 2007), reported revenue of 9.1 million euro (+4.4%) and a profit for
the eighth consecutive year.
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After a revenue decline in 2009 and in 2010, BravoSolution Espana S.A. reported growth
in 2011 (+14.7%), and also managed to improve earnings by containing costs and
developing commercial operations in South and Central America to support the Mexican
subsidiary and move on to the Brazilian market.
In 2011, despite the difficult economic and financial conditions, BravoSolution UK
continued to operate profitably on the British market, with a reduction in revenue (-6.2%),
but posted a profit for the year.
The group of companies headed by BravoSolution US (USA, Canada, UK) closed 2011
with consolidated revenue of 12.5 million euro, an increase of 7.4% from 2010, and positive
EBITDA.
The more recently established subsidiaries in Benelux, Mexico and China reported
important growth in 2011.
In February 2011, BravoSolution GmbH was established in Munich, to operate on
German-speaking markets. The company began operations and posted its first revenue.
BravoSolution do Brasil Servicos de Tecnologia Ltda, owned 99.99% by BravoSolution
Mexico, was established in December as a commercial operation on the Brazilian market to
begin work in 2012 with a tender for the Rio Olympics in 2016.

Disputes and pending proceedings
A summary of the main current disputes is provided below. Further details are provided in
the notes (note 20).

Europe
Regarding the investigation begun in November 2008 by the European Commission into
some cement producers, including Italcementi S.p.A. and the subsidiaries Ciments
Franais S.A., Ciments Calcia S.A. and Compagnie des Ciments Belges S.A., in December
2010 the European Commission notified the decision for the formal opening of the
proceeding to Italmobiliare S.p.A. (and, indirectly through Italmobiliare, to the above-named
Group companies and the Spanish subsidiary Financiera Y Minera).
In April 2011, the Commission served a further formal notice on Italmobiliare of its decision
to request extensive additional economic, financial and commercial information.
Italmobiliare provided the information within the required term and, simultaneously, lodged
an appeal with the EU General Court against the decision. Both the investigation and the
proceedings are still underway.

Turkey
As a result of the non-closure of the 2008 agreement for the sale of the Turkish operations
(Set Group) by Ciments Franais to Sibcem, a number of proceedings are pending.
- Sibconcord, the main shareholder of Sibcem, has begun a proceeding in Russia to
annul the agreement. On September 26, 2011, the ruling annulling the contract obtained
in first instance by Sibconcord against which Ciments Franais filed an appeal become
effective. After an unsuccessful petition to the regional court of cassation, Ciments
Franais filed an appeal with the Russian Supreme Court. In December 2011, on the
60








basis of the favorable ruling obtained in Russia, Sibconcord filed for compulsory
execution in Kazakhstan, which was rejected by the courts in January 2012. Sibconcord
has appealed against this ruling.
- As contemplated by the contract, Ciments Franais began arbitration proceedings (in
Istanbul) in accordance with the regulation of the International Chamber of Commerce.
On December 7, 2010, it obtained a favorable arbitration award recognizing the validity
of the resolution of the contract by Ciments Franais with the right to retain the 50
million euro paid by Sibcem. On May 31, 2011, Sibcem obtained the annulment of the
arbitration award from the territorially competent Turkish court; Ciments Franais filed
an appeal and in the meantime continued proceedings for the recognition of the award
in a number of countries.

Significant events after December 31, 2011
In February, Ciments Franais and the subsidiary Parcib s.a.s. signed an agreement with
Cimsa Cimento Sanayi ve Ticaret A.S. for the sale of the outstanding 51% of the capital of
Afyon Cimento Sanayii Turk A.S.. The overall value of the sale has been determined as
57,530,000 Turkish lire, equivalent to approximately 25 million euro. The transfer of the
shares and the payment will take place at closing, once the necessary approval has been
obtained from the Antitrust Authority and all the conditions of the agreement have been
fulfilled. The closing price will be subject to the usual contractual adjustment conditions.
With the closing of this sale and following the sale of Set Group, the Group will have no
further operations on the Turkish market as a cement producer.

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Outlook
The markets on which the Group operates should be relatively stable in 2012. Sales
volumes will be slightly below the 2011 levels, with positive performance in North America
and Morocco offsetting in part the slowdown expected on markets in Southern Europe and
Italy.
Sales prices should be positive, a trend already confirmed by performance in the early
months of the year in Italy, Egypt and the USA.
Inflationary pressures on production costs should be outweighed by the improvements in
industrial efficiency planned by the Group and already introduced in part. Consequently,
foreseeable operating results for 2012 will be up on 2011. The Groups expectations of an
improvement could, however, by influenced by the effects of the political transition in Egypt
and by the adverse meteorological conditions that have already occurred since the
beginning of the year.
In 2012 the Group launched a new program of investments intended to bring further
improvements in its industrial operations in Italy and Bulgaria and raise production capacity
in India and Morocco. The program will be funded with internal resources and is not
expected to affect the Groups capital and financial ratios.




Bergamo, March 2, 2012
For the Board of Directors
The Chairman
Giampiero Pesenti
62
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63
Consolidated financial statements








Financial statements
Statement of financial position
(in thousands of euro)
Notes 12.31.2011 12.31.2010 Change
Non-current assets
Property, plant and equipment 5 4,447,322 4,595,148 (147,826)
Investment property 5 23,457 33,098 (9,641)
Goodwill 6 1,919,288 2,016,614 (97,326)
Intangible assets 7 98,083 133,817 (35,734)
Equity accounted investees 8 216,742 212,261 4,481
Other equity investments 9 88,246 200,172 (111,926)
Deferred tax assets 21 76,217 52,995 23,222
Other non-current assets 10 289,183 186,214 102,969
Total non-current assets 7,158,538 7,430,319 (271,781)
Current assets
Inventories 11 740,991 726,152 14,839
Trade receivables 12 857,327 738,555 118,772
Other current assets including derivatives 13 295,271 248,410 46,861
Tax assets 29,348 52,621 (23,273)
Equity investments, bonds and financial assets 36,022 249,852 (213,830)
Cash and cash equivalents 38 613,334 575,220 38,114
Total current assets 2,572,293 2,590,810 (18,517)
Total assets 9,730,831 10,021,129 (290,298)
Equity
Share capital 14 282,549 282,549 -
Share premium 14 344,104 344,104 -
Reserves 15 131,764 175,652 (43,888)
Treasury shares 16 (58,690) (58,690) -
Retained earnings 17 2,795,189 2,781,467 13,722
Equity attributable to owners of the parent 3,494,916 3,525,082 (30,166)
Non-controlling interests 18 1,399,975 1,460,851 (60,876)
Total equity 4,894,891 4,985,933 (91,042)
Non-current liabilities
Financial liabilities 22 2,099,268 2,567,468 (468,200)
Employee benefits 19 202,955 184,822 18,133
Provisions 20 248,790 241,240 7,550
Deferred tax liabilities 21 222,086 239,460 (17,374)
Other non-current liabilities 29,788 33,203 (3,415)
Total non-current liabilities 2,802,887 3,266,193 (463,306)
Current liabilities
Loans and borrowings 22 189,296 222,985 (33,689)
Financial liabilities 22 543,934 293,493 250,441
Trade payables 648,178 588,572 59,606
Provisions 20 1,993 3,537 (1,544)
Tax liabilities 42,299 55,542 (13,243)
Other current liabilities 23 607,353 604,874 2,479
Total current liabilities 2,033,053 1,769,003 264,050
Total liabilities 4,835,940 5,035,196 (199,256)
Total equity and liabilities 9,730,831 10,021,129 (290,298)

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Income statement
(In thousands of euro)
Notes
2011 % 2010 (IFRS 5) % Change % 2010
(published)
Revenue 4 4,720,542 100.0 4,660,007 100.0 60,535 1.3 4,790,944
Other revenue 37,213 33,156 33,697
Change in inventories (241) 27,128 25,917
Internal work capitalized 32,108 58,746 58,745
Raw materials and supplies 25 (1,976,767) (1,934,461) (2,019,558)
Services 26 (1,138,246) (1,046,683) (1,075,499)
Employee expense 27 (947,037) (896,253) (916,261)
Other operating income (expense) 28 (30,239) (59,942) (61,723)
Recurring EBITDA 4 697,333 14.8 841,698 18.1 (144,365) -17.2 836,262
Net gains from sale of non current assets 29
66,275 9,384 9,864
Non-recurring income (expense)
for re-organizations 29 (25,566) (11,850) (12,001)
Other non-recurring income (expense) 29 35 153 153
EBITDA 4 738,077 15.6 839,385 18.0 (101,308) -12.1 834,278
Amortization and depreciation 4 (474,826) (461,178) (472,543)
Impairment 5 - 6 (134,280) (7,982) (7,982)
EBIT 4 128,971 2.7 370,225 7.9 (241,254) -65.2 353,753
Finance income 30 74,202 65,797 66,685
Finance costs 30 (158,852) (160,104) (161,844)
Exchange-rate differences and derivatives 30 (17,445) 4,497 4,523
Impairment on financial assets 31 7,524 (21,014) (21,014)
Share of profit (loss) of equity accounted
investees 8 18,638 17,052 17,052
Profit before tax 4 53,038 1.1 276,453 5.9 (223,415) -80.8 259,155
Income tax expense 32 (68,811) (60,608) (62,087)
Profit (loss) relating to continuing
operations (15,773) -0.3 215,845 4.6 (231,618) -107.3 197,068
Profit (loss) relating to discontinued operations 33 106,927 (18,777) -
Profit (loss) for the period 91,154 1.9 197,068 4.2 (105,914) -53.7 197,068
Attributable to:
Owners of the parent (3,147) 45,780 (48,927) 106.9 45,780
Non-controlling interests 94,301 151,288 (56,987) -37.7 151,288
Earnings per share 35
- Basic
savings shares 0.007 0.183 0.183
ordinary shares -0.023 0.153 0.153
- Diluted
savings shares 0.007 0.183 0.183
ordinary shares -0.023 0.153 0.153

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Statement of comprehensive income
(in thousands of euro)
Notes 2011 % 2010 (IFRS 5) % Change 2010 (published)
Profit (loss) for the period 91,154 1.9 197,068 4.2 (105,914) 197,068
Fair value gains (losses) on:
Available-for-sale financial assets (49,336) 12,796 12,796
Derivatives 20,144 11,750 11,750
Translation differences (26,234) 181,105 189,838
Share of other comprehensive income of
equity accounted investees 649 11,373 11,373
Tax on other comprehensive income (3,142) (1,901) (1,901)
Other comprehensive income (expense)
relating to continuing operations 34 (57,919) 215,123 (273,042) 223,856
Other comprehensive income (expense)
relating to discontinued operations - 8,733 (8,733) -
Total comprehensive income 33,235 0.7 420,924 9.0 (387,689) 420,924
Attributable to:
Owners of the parent (47,159) 200,893 (248,052) n.s. 200,893
Non-controlling interests 80,394 220,031 (139,637) -63.5 220,031



















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2011 Annual Report
Consolidated statement of changes in equity
Non- Total
Attributable to owners of the parent controlling shareholders
(in millions of euro) interests equity
Reserves
Share Share Fair value Hedging Other Translation Treasury Retained Total
capital premium reserve reserve reserves reserve shares earnings share
capital and
reserves
Balances at December 31, 2009 282.5 344.1 47.6 (18.9) 105.1 (116.5) (58.7) 2,767.9 3,353.1 1,339.1 4,692.2
Profit (loss) for the period 45.8 45.8 151.3 197.1
Total other comprehensive income 6.4 8.8 139.9 155.1 68.7 223.9
Stock options 3.1 3.1 0.5 3.6
Distribution of profits: Dividends (33.4) (33.4) (96.6) (130.0)
% change in control and scope of
consolidation 0.2 1.2 1.4 (2.2) (0.8)
Balances at December 31, 2010 282.5 344.1 54.0 (10.1) 108.3 23.5 (58.7) 2,781.5 3,525.1 1,460.9 4,985.9
Profit (loss) for the period (3.1) (3.1) 94.3 91.2
Total other comprehensive income (41.9) 15.2 (17.2) (44.0) (13.9) (57.9)
Stock options 0.1 0.1 (0.2) (0.1)
Distribution of profits: Dividends (33.4) (33.4) (109.4) (142.8)
% change in control and scope of
consolidation 0.0 50.3 50.2 (31.7) 18.6
Balances at December 31, 2011 282.5 344.1 12.0 5.1 108.5 6.3 (58.7) 2,795.2 3,494.9 1,400.0 4,894.9








Statement of cash flows
(in thousands of euro)
Not es
2011 2010 (IFRS 5)
A) Cash flow from operating activities:
Profit bef ore tax 53,038 276,453
Adjustments for:
Amortization, depreciation and impairment 602,509 490,824
Reversal of non-distributed profit (loss) of associates (2,936) 1,506
Capital (gains) losses on sale of fixed assets (90,249) (30,542)
Change in employee benefits and other provisions (5,446) 8,303
Stock options (183) 3,566
Reversal of finance costs 107,391 121,728
Cash flow from operating activities before tax, finance
income/costs and change in working capital: 664,124 871,838
Change in working capital 38.4 (20,805) 133,811
Cash flow from operating activities before tax and
finance income/costs : 643,319 1,005,649
Net f inance costs paid (107,486) (117,944)
Taxes paid (118,100) (132,803)
Total A) 417,733 754,902
B) Cash flow from investing activities:
Capital expenditure:
Intangible assets (25,449) (22,130)
Property, plant and equipment and investment property (374,077) (495,442)
Financial assets (equity investments) net of cash acquisitions (*) 38.2 (2,599) (24,647)
Total capital expenditure (402,125) (542,219)
Proceeds f rom the sale of f ixed assets 38.3 182,469 142,644
Total sales 182,469 142,644
Change in other long-term f inancial assets and liabilities (3,756) (407)
Total B) (223,412) (399,982)
C) Cash flow from financing activities:
Increase in non-current financial liabilities 128,586 790,292
Repayments of non-current f inancial liabilities (315,854) (823,508)
Change in current financial liabilities (62,089) (135,011)
Dividends paid (142,620) (129,989)
Other changes in equity 757 (7,831)
Changes in interests in subsidiaries 24,766 (791)
Other sources and applications (38,704) (38,051)
Total C) (405,158) (344,889)
D) Translation diff erences and other changes (7,902) 17,848
E) Cash flow from discontinued operations 33 256,853 68
F) Cash flows for the period (A+B+C+D+E) 38,114 27,947
G) Cash and cash equivalents at beginning of period 575,220 547,273
Cash and cash equivalents at end of period (F+G) 38.1 613,334 575,220
(*) cash of acquired and consolidated companies 280 18

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Contents
Notes
1. Accounting policies
2. Exchange rates used to translate the financial statements of foreign operations
3. Changes in the scope of consolidation
4. Operating segment disclosure
5. Property, plant and equipment and Investment property
6. Goodwill and Business combinations
7. Intangible assets
8. Equity accounted investees
9. Other equity investments
10. Other non-current assets
11. Inventories
12. Trade receivables
13. Other current assets including derivatives
14. Share capital and Share premium
15. Reserves
16. Treasury shares
17. Retained earnings, dividends paid
18. Non-controlling interests
19. Employee benefits
20. Provisions


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21. Deferred tax assets and Deferred tax liabilities
22. Net debt
23. Other current liabilities
24. Commitments
25. Raw materials and supplies
26. Services expense
27. Employee expense and Stock options
28. Other operating income (expense)
29. Non-recurring income (expense)
30. Finance income (costs), exchange-rate differences and derivatives
31. Impairment on financial assets
32. Income tax expense
33. Profit (loss) relating to discontinued operations
34. Other comprehensive income
35. Earnings per share
36. Transactions with related parties
37. Joint ventures
38. Statement of cash flows
39. Non-recurring transactions
40. Audit fees
41. Events after December 31, 2011



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Notes
The Italcementi S.p.A. consolidated financial statements as at and for the year to December 31, 2011, were
approved by the Board of Directors on March 2, 2012. At the meeting the Board authorized publication of a
press release dated March 2, 2012, containing key information from the financial statements.

Italcementi S.p.A. is a legal entity established in accordance with the laws of the Republic of Italy. It has been
listed on the Stock Exchange since 1925 and is subject to management and coordination by Italmobiliare
S.p.A., whose key data from the most recently approved financial statements are provided in an annex to the
parents separate financial statements.
Italcementi S.p.A. and its subsidiaries form the Italcementi Group, an international player whose main lines of
business are hydraulic binders, ready mixed concrete and aggregates. The Group is also active in other areas,
some of which are instrumental to its core businesses: materials for the construction industry, transport,
energy, engineering and e-business.
The financial statements have been drawn up on a going-concern basis. Despite the difficult economic and
financial situation, by virtue of the measures already in place to respond to the changes in demand, and its
business and financial flexibility the Group has no material uncertainties about its ability to continue as a going
concern .

1. Accounting policies
1.1. Statement of compliance with the IFRS
These consolidated financial statements have been drawn up in compliance with the International Accounting
and Financial Reporting Standards (IAS/IFRS) applicable at December 31, 2011, endorsed by the European
Commission.
In compliance with European Regulation no. 1606 of July 19, 2002, the policies adopted do not include the
standards and interpretations published by the IASB and the IFRIC through December 31, 2011, that had not
been endorsed by the European Union at that date.
Since December 31, 2010, the following standards, amendments and interpretations endorsed by the
European Union have come into force and have been applied in the 2011 financial statements:
IAS 24 revised Related party disclosures which simplifies disclosure requirements relating to related
parties in which public entities are present and provides a new definition of related parties that also includes
the subsidiaries of associates and joint ventures.
Amendment to IAS 32 Financial instruments presentation regarding classification of rights issues. The
changes permit classification of rights issues (e.g., options and warrants) as equity instruments
independently of the currency in which the exercise price is denominated.
Amendment to IFRS 1 First-time adoption of IFRS and the related amendment to IFRS 7 Financial
instruments: disclosures relating to the exemption from comparative disclosure allowed by IFRS 7 on first-
time adoption. The amendment exempts the reporting entity, on first-time adoption of IFRS, from providing
the comparative data required by IFRS 7 for fair value measurement and liquidity risk.
Amendments to a number of IAS/IFRS/IFRIC as part of the improvement of the same: IFRS 1 First-time
adoption of IFRS, IFRS 3 Business combinations, IFRS 7 Financial instruments: disclosures, IAS 1
Presentation of financial statements, IAS 27 Consolidated and separate financial statements, IAS 34
Interim financial reporting, IFRIC 13 Customer loyalty programs. The above changes had no material
effects for the Group.
Amendment to IFRIC 14 Prepayments of a minimum funding requirement governing cases where an entity
subject to a minimum funding requirement on defined benefit plans, makes prepayments to guarantee the
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limits in question. The benefits arising from the prepayments may be recognized as assets. This case does
not apply to the Group.
IFRIC 19 Extinguishing financial liabilities with equity instruments which provides guidelines for accounting
treatment of extinction of a financial liability through issue of own equity instruments. The difference
between the carrying amount of the financial liability to be extinguished and the initial measurement of the
equity instruments to be issued must be reflected in the income statement.

The application of the new standards, amendments and interpretations has not had a material impact on the
Groups annual accounts.

At December 31, 2011, the European Union had approved an amendment to IFRS 7 Financial instruments:
disclosures concerning disclosures to be made on the transfer of financial assets. This amendment is not yet
in effect and the Group has not elected early application. It will be applicable as from the financial statements
as at and for the year ending December 31, 2012, and will not have a material effect on the Group accounts.

Standards, amendments and interpretations published by the IASB but not yet endorsed by the European
Union are:
Amendment to IAS 1 Presentation of financial statements relating to the presentation of other components
recognized under equity.
Amendment to IAS 12 Income taxes with reference to deferred tax: recovery of underlying assets.
Amendments to IAS 19 Employee benefits. The main change is the elimination of the corridor for defined
benefit plans with obligatory immediate and full recognition of actuarial gains and losses in the statement of
comprehensive income.
Review of IAS 27 Consolidated and separate financial statements and IAS 28 Investments in associates.
Amendment to IAS 32 Financial instruments presentation, offsetting financial assets and financial liabilities.
Amendments to IFRS 1 First-time adoption of IFRS for situations subsequent to hyperinflationary periods
and suppression of fixed dates on first-time adoption.
IFRS 10 Consolidated financial statements. This new standard replaces IAS 27 Consolidated and
separate financial statements with regard to consolidated financial statements. IAS 27 has been renamed
Separate financial statements and deals exclusively with preparation of separate financial statements.
IFRS 11 Joint arrangements. The new standard replaces IAS 31 Interests in joint ventures, and identifies
two categories of arrangement, with separate accounting treatments.
IFRS 12 Disclosure of interests in other entities which re-organizes and supplements disclosures on
subsidiaries, associates, joint ventures and other equity investments.
IFRS 13 Fair value measurement. This new standard provides guidelines for measurement and disclosure
of fair value.
IFRIC 20 Stripping costs in the production phase of a surface mine.

1.2. Accounting policies and basis of presentation
The consolidated accounts adopt the cost principle, with the exception of derivatives and financial assets held
for trading or for sale, which are stated at fair value. The carrying amounts of hedged assets and liabilities are
adjusted to reflect changes in fair value on the basis of the hedged risks. The consolidated financial statements
are presented in euro. All amounts in the accounting schedules and in the notes are rounded to thousands of
euro, unless otherwise specified.
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The basis of presentation of the Group financial statements is as follows:
current and non-current assets and current and non-current liabilities are presented as separate
classifications on the face of the statement of financial position. Current assets, which include cash and
cash equivalents, are assets that the Group intends to realize, sell or consume during its normal business
cycle; current liabilities are liabilities that the Group expects to settle during the normal business cycle or in
the twelve months after the end of the reporting period;
on the income statement, costs are analyzed by the nature of the expense;
with regard to comprehensive income, the Group presents two statements: the first statement reflects
traditional income statement components and the profit (loss) for the period, while the second statement,
beginning with the profit (loss) for the period, presents other components of comprehensive income,
previously reflected only in the statement of changes in consolidated equity: fair value gains/losses on
available-for-sale financial assets and derivatives, currency translation differences;
on the statement of cash flows, the indirect method is used.

Use of estimates
The preparation of the consolidated financial statements and the notes in conformity with the international
financial reporting policies requires management to make discretional assessments and estimates that affect
the carrying amounts of assets, liabilities, income and expense, such as amortization, depreciation and
provisions, and the disclosures on contingent assets and liabilities in the notes.
Since these estimates are determined on a going-concern basis, using the information available at the time,
they could diverge from the actual future results. This is particularly evident in the present financial and
economic crisis, which could generate situations diverging from those estimated today and require currently
unforeseeable adjustments, including adjustments of a material nature, to the carrying amounts of the items in
question.
Assumptions and estimates are particularly sensitive with regard to measurement of non-current assets, which
depend on forecasts of future results and cash flows, measurement of contingent liabilities, provisions for
disputes and restructurings and commitments in respect of pension plans and other long-term benefits.
Management conducts regular reviews of assumptions and estimates, and immediately recognizes any
adjustments in the financial statements.
Given that the Italcementi Group applies IAS 34 Interim financial reporting to its half-year reports, with
consequent identification of a six-month interim period, any reductions in amounts are recorded at closure of
the half year.

1.3. Basis of consolidation
The consolidated financial statements are based on the statements of the parent Italcementi S.p.A. and the
consolidated companies as at and for the year ended December 31 2011. Where necessary, the financial
statements are adjusted to ensure alignment with the Groups classification criteria and accounting policies.

Subsidiaries
Subsidiaries are companies in which the Group has the power to determine, directly or indirectly,
administrative and management decisions and to obtain the benefits thereof. Generally speaking, control is
assumed to exist when the Group holds, directly or indirectly, more than one half of voting rights, including
potential voting rights deriving from convertible securities.
Subsidiaries are consolidated on a line-by-line basis as from the date at which control is obtained and until
control is transferred out of the Group.


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Associates
Associates are companies in which the Group has significant influence over administrative and management
decisions even though it does not hold control. Generally speaking, significant influence is assumed to exist
when the Group holds, directly or indirectly, at least 20% of voting rights or, even if it holds a lower percentage
of voting rights, when it is entitled to take part in financial and management policy decisions by virtue of a
specific juridical status including, but not limited to, participation in voting trusts or other forms of material
exercise of rights of governance. Investments in associates are measured using the equity method, whereby
they are recognized initially at cost, and subsequently adjusted to reflect changes in the Groups interest in the
associates equity. The Groups share of an associates profit or loss is recognized in a specific income
statement line item from the date at which the Group exerts significant influence until it relinquishes such
influence.

Joint ventures
Joint ventures are companies whose business operations are controlled by the Group jointly with one or more
other parties, under contractual arrangements. Joint control presupposes that strategic, financial and
management decisions are taken with the unanimous consent of the parties that control the venture.
Interests in joint ventures are consolidated on a proportionate basis, whereby assets, liabilities, income and
expense are recognized proportionately to the Groups interest.
The equity and income of joint ventures are consolidated from the date on which joint control is assumed and
until such control is relinquished.

Transactions eliminated during consolidation
All intragroup balances and transactions, including any unrealized gains in respect of third parties, are
eliminated. Unrealized losses deriving from intragroup transactions are eliminated, except in cases where it will
not subsequently be possible to recover such losses.
Unrealized gains deriving from transactions with associates are eliminated against the equity investment
carrying amount, while losses are eliminated proportionately to the Groups interest, unless it will not
subsequently be possible to recover such losses.

Scope of consolidation
A list of the companies consolidated on a line-by-line basis, on a proportionate basis and with the equity
method is provided in the annex to these notes.

Non-current assets held for sale and discontinued operations
Assets and liabilities held for sale and discontinued operations are classified as such when their carrying
amount will be recovered chiefly through sale rather than through continuing use; such operations must be an
important autonomous business operation or geographical area of operation.
The conditions indicated are deemed to exist when the sale is considered highly likely and the assets and
liabilities are immediately available for sale in their current condition.
Available-for-sale assets are recognized at the lower of net carrying amount and fair value less costs to sell.
Once property, plant and equipment and intangible assets have been classified as available-for-sale, no further
amortization and depreciation may be applied.
In the consolidated income statement, profit (loss) relating to discontinued operations, together with profit or
loss from fair value measurement net of costs to sell and the profit or loss arising from the sale of the
operation, are reflected in a single item separately from profit (loss) relating to continuing operations.
Cash flows relating to discontinued operations are shown separately in the statement of cash flows.
A similar disclosure is also presented for the comparative period.

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1.4 Business combinations
On first-time adoption of the IFRS, as allowed by IFRS 1, the Group elected not to apply IFRS 3 retrospectively
to business combinations that took place before January 1, 2004.
Until December 31, 2009, business combinations were accounted for with the purchase method in IFRS 3.
Since January 1, 2010, business combinations have been accounted for with the acquisition method in IFRS3
revised.

Cost of business combinations
Under IFRS 3 revised, acquisition cost is the sum of the acquisition-date fair value of the contingent
consideration and the amount of any non-controlling interests in the acquired entity. For each business
combination, any non-controlling interests in the acquired entity must be measured at fair value or in proportion
to their interest in the identifiable net assets of the acquired entity.
IFRS 3 revised provides that costs relating to the acquisition be expensed in the periods in which they are
incurred and the services are received.

Allocation of the cost of business combinations
Goodwill is measured as the positive difference between:
- the aggregate of the consideration transferred, the amount of any non-controlling interests in the
acquired entity, the acquisition-date fair value of the acquirers previously held equity interest in the
acquired entity, with respect to
- the net amount of identifiable assets acquired and liabilities assumed at the acquisition date.
If the difference is negative, it is recognized in the income statement.
If on initial recognition the acquisition cost of a business combination can only be determined provisionally, the
allocated amounts are adjusted within twelve months of the acquisition date (measurement period).

Business combinations achieved in stages
When a business combination is achieved in stages, through a series of share purchases, for each transaction
the fair value of the previously held interest is re-determined and any gain or loss is taken to the income
statement.

Changes in equity interests in subsidiaries
Acquisitions of additional shares after acquisition of control do not require re-determination of identifiable asset
and liability amounts. The difference between the cost and the acquired equity interest is recognized as equity
attributable to owners of the parent. Transactions that reduce the percentage interest held without loss of
control are treated as sales to non-controlling interests and the difference between the interest sold and the
price paid is recognized in equity attributable to owners of the parent.

Purchase commitments on non-controlling interests
A put option granted to non-controlling interests of a company controlled by the Group is initially recognized by
recording the acquisition amount as a liability, since the amount in question is the present value of the put
option exercise price.
The complementary acquisition of non-controlling interests with put options is in the financial statements:
the non-controlling interests are reclassified under liabilities and the difference between the fair value of the
purchase commitment liabilities and the carrying amount of the non-controlling interests is recognized under
equity attributable to owners of the parent;
subsequent changes in liabilities are recognized under equity attributable to owners of the parent with the
exception of adjustments to the present value, which are taken to the income statement.
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1.5 Translation of foreign currency items
The functional currency of the subsidiaries located outside the euro zone is usually the local currency.

Foreign currency transactions
Foreign currency transactions are initially translated to the functional currency using the exchange rate at the
transaction date. At the reporting date, foreign currency monetary assets and liabilities are translated to the
functional currency at the closing rate. Exchange rate gains and losses are taken to the income statement.
Non-monetary foreign currency assets and liabilities measured at cost are translated at the exchange rate
ruling at the transaction date; those measured at fair value are translated with the exchange rate at the date
fair value was determined.

Translation of the financial statements of foreign entities
At the reporting date, the assets, including goodwill, and liabilities of consolidated companies that report in
currencies other than the euro are translated to the presentation currency of the Groups consolidated financial
statements at the exchange rate ruling at such date. Income statement items are translated at the average rate
for the period. Gains and losses arising from the translation of opening equity at the closing rates and those
arising from the different method used to translate profit or loss for the period are recognized in a specific
equity caption. In the event of subsequent disposal of a foreign entity, the cumulative translation differences
are taken to the income statement.
As allowed under IFRS 1, cumulative translation differences at the date of first-time adoption of the IFRS have
been reclassified in Retained earnings under equity and therefore will not be taken to the income statement in
the event of subsequent disposal.

1.6 Property, plant and equipment
Recognition and measurement
Property, plant and equipment are recognized at cost, less accumulated depreciation and impairment losses.
Cost includes the purchase or production cost and the directly attributable costs of bringing the asset to the
location and the conditions required for its operation. Production cost includes the cost of materials and direct
labor costs. Finance costs relating to the purchase, construction and production of qualifying assets are
capitalized.
The carrying amount of some assets existing at the IFRS first-time adoption date of January 1, 2004, reflects
revaluations applied in prior periods in connection with specific local laws, based on the real economic value of
the assets in question. Assets acquired through business combinations are stated at fair value, determined on
a provisional basis at the acquisition date and subsequently adjusted within the following twelve months.
Subsequent to initial recognition, property, plant and equipment are carried at cost and depreciated over the
assets useful life, less any impairment losses.
Assets under construction are recognized at cost; depreciation begins when the assets enter useful life.
When an asset consists of components with a significant cost and different useful lives, initial recognition and
subsequent measurement are carried out separately for each component.

Subsequent expense
Repair and maintenance expense is normally recognized as incurred. Component replacement costs are
treated as separate assets and carrying amount of the replaced component is expensed.

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Depreciation
Depreciation is generally calculated on a straight-line basis over the estimated useful life of each component of
an asset. Land is not depreciated, with the exception of land used for quarrying operations.
Asset useful life determines the depreciation rate until a subsequent review of residual useful life. The useful
life range adopted for the various categories of assets is disclosed in the notes.

Quarries
Costs for the preparation and excavation of land to be quarried are amortized as the economic benefits of such
costs are obtained.
Quarry land is depreciated at rates reflecting the quantities extracted in the period in relation to the estimated
total to be extracted over the period in which the quarry is to be worked.
The Group makes specific provision for quarry environmental restoration obligations. Since the financial
resources required to settle such obligations are directly related to the degree of use, the charge cannot be
defined at inception with a balancing entry to the asset cost, but is provided to reflect the degree of use of the
quarry.

1.7 Leases
Finance leases, which substantially transfer to the Group all risks and rewards incidental to ownership of the
leased asset, are recognized from the lease inception date at the lower of the leased asset fair value or the
present value of the lease payments. Lease payments are apportioned between finance costs and reductions
against the residual liability so as to obtain a constant rate of interest on the outstanding liability.
The policies used for depreciation and subsequent measurement of leased assets are consistent with those
used for the Groups own property, plant and equipment.
Leases where all risks and rewards incidental to ownership are retained by the lessor are classified as
operating leases.
Operating lease payments are recognized as expense on a straight-line basis over the lease term.

1.8 Investment property
Investment property is land and/or buildings held to earn rental income and/or for capital appreciation, rather
than for use in the production or supply of goods and services. Investment property is initially recognized at
cost, including costs directly attributable to the purchase. Subsequent to initial recognition, investment property
is measured at amortized cost, based on asset useful life less any impairment losses.

1.9 Goodwill
Goodwill recognized in accordance with IFRS 3 revised is allocated to the cash-generating units that are
expected to benefit from the synergies created by the acquisition. Goodwill is stated at the original value less
any impairment losses identified as a result of tests conducted on an annual basis or more frequently if
indications of impairment emerge.
When goodwill is allocated to a cash-generating unit part of whose assets are disposed of, the goodwill
associated with the sold assets is taken into account when determining the gain or loss arising from the
transaction.

1.10. Intangible assets
Intangible assets purchased separately are capitalized at cost, while those acquired through business
combinations are recognized at provisionally estimated fair value at the acquisition date and adjusted where
necessary within the following twelve months.
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Subsequent to initial recognition, intangible assets are carried at cost amortized over the assets useful life.
Other than goodwill, the Group has not identified intangible assets with an indefinite useful life.

1.11. Impairment
Goodwill is tested for impairment on an annual basis or more frequently if indications of impairment emerge.
Property, plant and equipment and investment property, and amortizable intangible assets, are tested for
recoverability if indications of impairment emerge.
Impairment is the difference between the asset carrying amount and its recoverable amount. Recoverable
amount is the greater of fair value, less costs to sell, of an asset or cash-generating unit, and its value in use,
determined as the present value of future cash flows. Fair value less costs to sell is determined through
application of relevant valuation models adopting appropriate income multipliers, quoted share prices on an
active market for similar enterprises, comparable transactions on similar assets or other available fair value
indicators applicable to the assets being measured.
In determining value in use, assets are measured at the level of cash-generating units on a continuing
operations basis. Estimated future cash flows are discounted at a rate determined for each cash-generating
unit using the weighted average cost of capital method (WACC).
If an impairment loss on an asset other than goodwill subsequently reverses in full or in part, the asset carrying
amount is increased to reflect the new estimated recoverable amount, which may not exceed the amount that
would have been reflected in the absence of the impairment loss. Impairment losses and reversals of
impairment losses are taken to the income statement.
Impairment losses on goodwill cannot be reversed.

1.12. Financial assets
All financial assets are recognized initially at cost at the trade date. Cost corresponds to fair value plus
additional costs attributable to the purchase.
Subsequent to initial recognition, assets held for trading are classified as current financial assets and carried at
fair value; any gains or losses are taken to the income statement.
Heldto-maturity investments are classified as current financial assets, if they mature within one year;
otherwise they are classified as non-current assets and subsequently carried at amortized cost. Amortized cost
is determined using the effective interest rate method, taking account of any acquisition discounts or
premiums, which are apportioned over the entire period until maturity, less any impairment losses.
Other financial assets are classified as available for sale and measured at fair value. Any gains or losses are
shown in a separate equity caption until the assets are sold, recovered or discontinued, or until they are found
to be impaired, in which case the cumulative gains or losses in equity are taken to the income statement.
Equity instruments that are not listed on an active market and whose fair value cannot be measured reliably
are carried at cost.

1.13. Inventories
Inventories are measured at the lower of purchase/production cost (using the weighted average cost method)
and net realizable value.
Purchase cost includes costs incurred to bring assets to their present location, less allowances for obsolete
and slow-moving items.
Production cost of finished goods and semi-finished goods includes the cost of raw materials, direct labor and
a portion of general production costs, determined on the basis of normal plant operations. Financial costs are
not included.
The net realizable value of raw material, consumables and supplies is their replacement cost.
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The net realizable value of finished goods and semi-finished goods is the estimated selling price in the ordinary
course of business, less estimated cost of completion and estimated costs to sell.

1.14. Trade receivables and other receivables
Trade receivables and other receivables are stated at fair value plus transaction costs, less allowances for
uncollectible amounts, which are provided as doubtful debts are identified.
Derecognition of financial assets:
The Group derecognizes all or part of the financial assets when:
the contractual rights on the assets in question have expired;
it transfers the near totality of the risks and rewards incidental to ownership of the asset or does not
transfer and does not even substantially maintain all the risks and rewards but transfers control of the
assets.

1.15. Cash and cash equivalents
Cash and cash equivalents consists of cash on hand, bank demand deposits and other treasury investments
with original maturity of not more than three months. Current account overdrafts are treated as financing and
not as a component of cash and cash equivalents.
The definition of cash and cash equivalents in the statement of cash flows is identical to that in the statement
of financial position.

1.16. Income taxes
Current income taxes are provided in accordance with local tax laws in the countries where the Group
operates. Deferred tax is recognized using the liability criterion, based on temporary differences between the
tax base of assets and liabilities and their carrying amount in the statement of financial position.
Deferred tax liabilities are recognized on all taxable temporary differences. Deferred tax assets are recognized
for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is
probable that future taxable income will be available against which such differences, losses or credits may be
reversed.
Taxable or deductible temporary differences do not generate recognition of deferred tax liabilities or assets
only in the following cases:
taxable temporary differences arising from the initial recognition of goodwill, unless goodwill is tax-
deductible;
taxable or deductible temporary differences arising from initial recognition of an asset or a liability in
transactions that are not business combinations and affect neither accounting profit nor taxable profit at the
transaction date;
equity investments in subsidiaries, associates and joint ventures when:
a) the Group is able to control the timing of the reversal of the taxable temporary differences and it is
probable that such differences will not reverse in the foreseeable future;
b) it is not probable that the deductible temporary differences will reverse in the foreseeable future and that
taxable income will be available against which the temporary difference can be used;
deferred tax assets are reviewed at the end of every reporting period and reduced to the extent that
sufficient taxable income is no longer likely to be available in the future against which the assets can be
used in full or in part.
Deferred tax assets and liabilities are determined at tax rates expected to apply when the deferred tax asset
(liability) is realized (settled), based on rates that have been enacted or substantially enacted at the reporting
date.
Taxes relating to items recognized directly in equity are recognized in equity, not in the income statement.
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Deferred tax assets and deferred tax liabilities are not discounted to present value.

1.17. Employee benefits
The Group operates pension plans, post-employment medical benefit plans and post-employment benefits. It
also has other commitments, in the form of bonuses payable to employees on the basis of length of service in
some Group companies (Other long-term benefits).

Defined contribution plans
Defined contribution plans are structured post-employment benefit programs where the Group pays fixed
contributions to an insurance company or pension fund and will have no legal or constructive obligation to pay
further contributions if the fund does not dispose of sufficient assets to pay all the employee benefits accruing
in respect of services rendered during the current year and in previous years. These contributions are paid in
exchange for the services rendered by employees and recognized as expense as incurred.

Defined benefit plans
Defined benefit plans are structured post-employment benefit programs that constitute a future obligation for
the Group. In substance, the company assumes the actuarial and investment risks of the plan. In accordance
with IAS 19, the Group uses the unit credit projection method to determine the present value of obligations and
the related current service cost.
These actuarial calculations require use of consistent and objective actuarial assumptions about demographic
variables (mortality rate, personnel turnover rate) and financial variables (discount rate, future increases in
salaries and medical benefits).
When a defined benefit plan is funded in full or in part by contributions paid to a fund that is a separate legal
entity or to an insurance company, the plan assets are estimated at fair value.
Benefit obligations are therefore recognized net of the fair value of the plan assets that will be used to settle
the obligations.
The post-employment benefits of Italian companies (TFR, trattamento di fine rapporto) are treated in the same
way as benefit obligations arising from defined benefit plans.

Termination benefits
Termination benefits include provisions for restructuring costs recognized when the Group company in
question has approved a detailed formal plan that has already been implemented or notified to the third parties
concerned.

Actuarial gains and losses
Actuarial gains and losses on post-employment defined benefit plans may arise as a result of changes in the
actuarial assumptions used in two consecutive periods or as a result of changes in the obligation value or in
the fair value of any plan asset in respect of the actuarial assumptions used at the beginning of the period.
The Group uses the corridor method whereby actuarial gains and losses are recognized as income or expense
when their unrecognized cumulative net value, for each plan, at the end of the previous period exceeds 10% of
the greater of present value of the defined benefit obligation or the fair value of plan assets at that date. These
gains or losses are taken to profit or loss over the estimated average residual working life of the employees
participating in the plans.
Actuarial gains and losses relating to Other long-term benefits (service medals, length of service benefits)
and to early retirement benefits are recognized as income or expense immediately.

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Past service cost
Changes in liabilities resulting from a change to an existing defined benefit plan are recognized as expense on
a straight-line basis over an average period until the benefits have vested. Costs for benefits that vest
immediately upon changes to a plan are recognized as expense as incurred.

Curtailment and settlement
Gains or losses on the curtailment or settlement of a defined benefit plan are recognized as income or expense
when the curtailment or settlement occurs. The gain or loss includes changes in the present value of the
obligation, changes in the fair value of plan assets, actuarial gains or losses and past service costs not
previously accounted for.
At the curtailment or settlement date, the obligation and the fair value of the plan assets are re-measured using
current actuarial assumptions.

1.18. Share-based payments
The Group has applied IFRS 2 as from January 1, 2004.
Options for the subscription and purchase of shares granted by Group companies to employees and directors
give rise to recognition of a cost classified under employee expense, with a corresponding increase in equity.
In accordance with IFRS 2, only options granted after November 7, 2002, whose rights had not vested at
December 31, 2003, have been measured and recognized at the transition date. Options for the subscription
and purchase of shares are measured at fair value at the grant date and amortized over the vesting period.
Fair value is determined using the binomial method, and taking account of dividends. Future volatility is
determined on the basis of historic market prices, after adjustment for extraordinary events or factors.
The cost of granted options is reviewed on the basis of the actual number of options that have vested at the
beginning of the exercise period.

1.19. Provisions for risks and charges
The Group recognizes provisions for risks and charges when a present legal or constructive obligation arises
as a result of a past event, the amount of which can be reliably estimated, and use of resources is probable to
settle the obligation. Provisions reflect the best estimate of the amount required to settle the obligation or
transfer it to third parties at the reporting date. If the present value of the financial resources that will be used is
material, provisions are determined by discounting expected future cash flows at a rate that reflects the current
market assessment of the time value of money and, where appropriate, the risks specific to the liability. When
discounting is performed, movements in provisions due to the effect of time or changes in interest rates are
recognized in financial items.
Changes in estimates are recognized in the income statement for the period.
The Group recognizes a separate provision for environmental restoration obligations on land used for quarry
work, determined in relation to the use of the quarry in question.
Pending publication of a standard/interpretation on accounting treatment of greenhouse gas emission
allowances, after the withdrawal of IFRIC 3 by the International Accounting Standards Board, the Group
recognizes a separate provision when emissions are greater than the allowance.

1.20. Loans and borrowings
Loans and borrowings are initially recognized at the fair value of the consideration paid/received less charges
directly attributable to the financial asset/liability.
After initial recognition, loans and borrowings are measured at amortized cost using the effective interest rate
method.
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1.21. Trade payables and other payables
Trade payables and other payables are stated at the fair value of the original consideration received.

1.22. Derivatives
The Group uses derivatives such as foreign currency forward contracts and interest-rate swaps and options to
hedge currency and interest-rate risks. Derivatives are measured and recognized at fair value.
The fair value of foreign currency forward contracts is determined on the basis of the current forward exchange
rates for contracts with similar maturity profiles. The fair value of interest-rate contracts is determined on the
basis of discounted flows using the zero coupon curve.

Hedging transactions
Derivatives are designated as hedging instruments or as non-hedging instruments. Transactions that qualify for
application of hedge accounting are classified as hedging transactions; other transactions are designated as
trading transactions, even if they are performed for the purposes of risk management.
For accounting purposes, hedging transactions are classified as fair value hedges if they cover the risk of
changes in the fair value of the underlying asset or liability; or as "cash flow hedges if they hedge cash flows
arising from an existing asset or liability or from a future transaction, which are exposed to variability.
With regard to fair value hedges, fair value gains and losses on the derivatives are taken to the income
statement immediately. Similarly, the underlying assets or liabilities are measured at fair value and any gain or
loss attributable to the hedged risk is recognized as an income or expense balancing entry.
If the movement refers to an interest-bearing financial instrument, it is amortized in the income statement until
maturity.
With regard to cash flow hedges (foreign currency forward contracts, fixed-rate interest swaps), the effective
component of a change in the fair value of the hedging instrument is reflected in a separate equity caption,
while time-based changes and the non-effective hedge component are recognized in the income statement.
The effective component and non-effective component are calculated using the methods indicated in IAS 39.
Gains or losses arising from changes in the fair value of derivatives designated for trading are recorded as
income or expense.
When the financial instrument matures, is sold, settled, exercised or no longer qualifies for hedge accounting,
the derivative is no longer treated as a hedging contract. In this case, gains or losses on the derivative are
retained in equity until the hedged transaction takes place. If the Group no longer expects the hedged
transaction to take place, the net gain or loss in equity is taken to the income statement.

1.23. Revenue, other revenue, interest income and dividends
Sale of goods and services
Revenue is recognized to the extent that it is probable that the economic benefits associated with the sale of
goods or rendering of services are collected by the Group and the amount in question can be reliably
determined. Revenue is recognized at the fair value of the consideration received or due, taking account of any
trade discounts given and volume discounts.
Revenue from the sale of goods is recognized when the company transfers the material risks and rewards
incidental to ownership of the goods to the purchaser.

Rental income
Rental income is recognized as other revenue, as received.

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Interest income
Interest income is classified as finance income on an accrual basis using the effective interest method.

Dividends
Dividends are recognized as finance income as shareholders right to receive payment arises, in accordance
with local laws.

1.24. Government grants
Government grants are recognized when there is a reasonable certainty that they will be received and all the
requirements on which receipt depends have been fulfilled.
Grants related to the purchase or production of non-current assets (grants related to assets) are recognized as
deferred income and taken to the income statement over the useful life of the underlying assets.

1.25. Management of capital
The Group monitors its capital using the gearing ratio: net financial position/equity. The net financial position
reflects financial liabilities less cash and cash equivalents and other financial assets (as described in note 22).
Equity consists of all the items presented in the statement of financial position.
Group strategy aims to keep the gearing ratio at a level such as to ensure the smooth running of business
operations, funding of investments and creation of maximum value for shareholders.
To maintain or modify its capital structure, the Group may decide to vary the amount of dividends paid to
shareholders, redeem capital, issue new shares, raise or reduce its investment in subsidiaries, purchase or sell
investments.

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2. Exchange rates used to translate the financial statements of foreign operations
Exchange rates for 1 euro:

Albania lek 140.32192 137.74003 139.03600 138.86000
Saudi Arabia riyal 5.22099 4.97226 4.85236 5.01060
Canada dollar 1.37598 1.36508 1.32150 1.33220
Egypt pound 8.27659 7.47113 7.80328 7.75751
GB sterling 0.86785 0.85805 0.83530 0.86075
India rupee 64.90042 60.58486 68.71300 59.75800
Kazakhstan tenge 204.12404 195.38110 191.88500 196.96400
Kuwait dinar 0.38460 0.38019 0.36056 0.37594
Libya dinar 1.71332 1.67844 1.62823 1.67606
Morocco dirham 11.26142 11.15625 11.11290 11.17980
Mauritania ouguiya 391.22452 365.68685 374.09200 377.75700
Mexico peso 17.28784 16.73637 18.05120 16.54750
Moldavia leu 16.32856 16.38605 15.15860 16.24000
Qatar riyal 5.06924 4.82647 4.71164 4.86375
People's Republic of China renminbi 8.99687 8.97294 8.15880 8.82200
Sri Lanka rupee 153.84847 149.85278 147.38600 148.24700
USA dollar 1.39213 1.32588 1.29390 1.33620
Switzerland franc 1.23297 1.38063 1.21560 1.25040
Thailand baht 42.43201 42.02675 40.99100 40.17000
Turkey lira 2.32564 1.98756 2.45920 2.04910
Average rate
Closing rate
Currencies
Full year
2011
Full year
2010
December 31,
2011
December 31,
2010


The exchange rates used to translate the financial statements of the foreign operations are those published by
the Bank of Italy and by the Turkish central bank.


3. Changes in the scope of consolidation
Sale of operations in Turkey
Through the subsidiary Ciments Franais, on March 25, 2011, the Group sold the companies in Set Group
Holding Turkey; consequently the operations in question have been accounted for in compliance with IFRS 5
Non-current assets held for sale and discontinued operations presenting separate items in the income
statement and the statement of cash flows reflecting the earnings and the cash flows arising from the sale.
Also in compliance with IFRS 5, the amounts in the income statement and the statement of cash flows for 2010
have been restated accordingly.
To ensure clarity, for comparative purposes the income statement and the statement of comprehensive income
present both the information restated as required by IFRS 5 and as published in the 2010 consolidated financial
statements.

During 2011, through its subsidiary Ciments Franais the Group reduced its controlling interest in the listed
Turkish company Afyon Cimento from 76.5% to 51.0% for proceeds, net of tax, of 60.8 million euro; the
difference between the carrying amount of the sold equity investment and the sum collected was recognized
under equity attributable to owners of the parent.

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Changes in the scope of consolidation
The main changes in 2011 were:
the line-by-line consolidation of the Calcestruzzi group Italy, as from January 1, 2011. At December 31,
2011, the Calcestruzzi group comprised the subsidiaries: Calcestruzzi S.p.A., Esa Monviso S.p.A.
(consolidated on a line-by-line basis), the associates: Mantovana Inerti S.r.l. and Ecoinerti S.r.l.
(consolidated on a proportionate basis) and the associates: General Cave S.r.l., Safra S.r.l. and
Commerciale Inerti S.r.l. (accounted for with the equity method);
the withdrawal of Set Group Holding Turkey and its subsidiaries: Set Cimento and Met Teknik Servis, after
the sale to third parties on March 25, 2011;
the withdrawal of Bares and Italgen Elektrik Turkey, after the sale to third parties on March 31, 2011;
the withdrawal, after the sale to third parties in December, of the six companies in the Axim group, active in
additives for ready mixed concrete and cement in Italy, France, USA, Canada, Morocco and Spain.

The main changes in 2010 were
the line-by-line consolidation as from January 1 of Beton Ata LLP (Kazakhstan) in the ready mixed concrete
sector;
the withdrawal from the Group of Cementos Capa S.L. (Spain) after the sale in January;
the line-by-line consolidation as from August of the Star. Co. S.r.l. company (Italy) in the ready mixed
concrete sector;
the measurement with the equity method of the Gardawind S.r.l. group (Italy) as from September 30.
Gardawind is active in wind energy and is part of the Italgen group.
The equity investments in subsidiaries, joint ventures and associates, and the respective method of
consolidation, are listed in the annex.









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4. Operating segment disclosure
The Group operating segments are:
Italy
France-Belgium
Spain
Others Central Western Europe (C.W.E.) - Greece
North America
Egypt
Morocco
Others Emerging Europe, North Africa and Middle East (EE.NA.ME.) - Bulgaria, Turkey, Kuwait and Saudi Arabia
Thailand
India
Others Asia - China and Kazakhstan
Cement and clinker trading
Other operations


Cement & clinker trading includes cement and clinker marketing activities in countries where Group terminals
are located: Gambia, Mauritania, Sri Lanka and Albania, as well as direct exports to markets not covered by
Group subsidiaries.
The Other operations segment comprises the operations of the Ciments Franais S.A. sub-holding, consisting
essentially of provision of services to subsidiaries. It also includes liquid and solid fuel procurement operations
for Group companies, the BravoSolution in the e-business sector, Italcementi Finance S.A., other international
holdings and other minor operations in Italy.

The Group management and organizational structure essentially reflects the operating segment structure.
Finance income and costs, impairment on financial assets and income taxes are not allocated to the operating
segments.
The Group business sectors are:
operations relating to the production and sale of cement/clinker,
operations relating to construction materials: ready mixed concrete and aggregates,
other operations such as: transport, engineering, e-business and energy.

The operating segments and business sectors are organized and managed by country. The operating
segments consist of the fixed assets of the individual entities located and operating in the countries indicated
above; sales refer mainly to the local market, exports are generally with other Group entities; exports to
external countries are conducted through the Group companies of the international Trading segment.
Consequently the revenue of the entities in each operating segment, net of revenue within the Group, arise
essentially in the areas in which the non-current assets are located.
The cement/clinker business delivers a portion of its production to the ready mixed concrete segment. The
transfer prices applied to trading of goods and services among the segments are regulated on the basis of
arms length transactions.
Consolidated cement/clinker revenue is present in all the operating segments with the exception of Other
operations, which consists largely of fuel sales and e-business revenue.
Consolidated ready mixed concrete and aggregates revenue is present in almost all the operating segments
with the exception of: Bulgaria, India and China.
Revenue of other operations refer mainly to e-business revenue and energy revenue in the Italy segment and
fuel sales.
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With regard to dependence on the main Group customers, no single customer accounts for more than 10% of
consolidated revenue.

Operating segments
The table below sets out segment revenue and results for 2011:
(in thousands of
euro)
Revenue Intragroup
sales
Contributive
revenue
Recurring
EBITDA
EBITDA EBIT Finance
income
(costs)
exch.rate
differences
and
derivatives
Impairment
on financial
assets
Share of
profit (loss)
of equity
accounted
investees
Profit
before tax
Income tax
expense
Italy 918,060 (59,439) 858,621 (12,601) 10,443 (142,448) (1,534)
France-Belgium 1,589,687 (10,984) 1,578,703 302,780 313,741 215,563 (221)
Spain 155,440 (33,564) 121,876 18,494 17,579 (58,218) -
Others C.W.E. 41,786 (4,706) 37,080 (1,571) (1,440) (18,969) 155
Eliminations (24,208) 24,208 - - - - -
C.W.E. 2,680,765 (84,485) 2,596,280 307,102 340,323 (4,072) (1,600)
North America 405,111 (446) 404,665 16,345 22,970 (45,363) 12,772
Egypt 551,832 (16,543) 535,289 129,642 129,618 63,192 644
Morocco 353,164 (2,547) 350,617 152,176 153,187 115,687 7,904
Others
EE.NA.ME. 125,466 (1,869) 123,597 34,848 34,963 14,175 (32)
Eliminations (239) 239 - - - - -
EE.NA.ME. 1,030,223 (20,720) 1,009,503 316,666 317,768 193,054 8,516
Thailand 194,142 - 194,142 23,538 24,542 8,018 -
India 223,475 (1,453) 222,022 57,229 57,218 38,732 -
Others Asia 81,762 (1) 81,761 1,025 1,057 (8,601) -
Eliminations - - - - - - -
Asia 499,379 (1,454) 497,925 81,792 82,817 38,149 -
Cement and
clinker trading 183,423 (44,774) 138,649 10,649 10,655 6,820 (1,050)
Other
operations 423,861 (350,341) 73,520 (33,780) (34,980) (58,141) -
Unallocated
items - - - - - - (102,095) 7,524 - 53,038 (68,811)
Eliminations (502,220) 502,220 - (1,441) (1,476) (1,476) -
Total 4,720,542 - 4,720,542 697,333 738,077 128,971 (102,095) 7,524 18,638 53,038 (68,811)



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The table below sets out segment revenue and results for 2010:
(in thousands of
euro)
Revenue Intragroup
sales
Contributive
revenue
Recurring
EBITDA
EBITDA EBIT Finance
income
(costs)
exch.rate
differences
and
derivatives
Impairment
on financial
assets
Share of
profit (loss)
of equity
accounted
investees
Profit
before tax
Income tax
expense
Italy 689,475 (46,528) 642,947 (36,339) (33,337) (122,626) (1,359)
France-Belgium 1,493,788 (13,444) 1,480,344 318,229 316,756 215,547 (250)
Spain 176,458 (24,729) 151,729 31,604 31,094 7,657 -
Others C.W.E. 70,262 (7,687) 62,575 14,549 14,573 10,176 (1,561)
Eliminations (22,643) 22,643 - (12) (42) (43) -
C.W.E. 2,407,340 (69,745) 2,337,595 328,031 329,044 110,711 (3,170)
North America 415,295 (670) 414,625 25,387 21,717 (48,167) 10,911
Egypt 788,682 (5,764) 782,918 270,665 270,518 191,150 1,162
Morocco 326,066 (1,298) 324,768 125,661 122,422 95,586 8,730
Others
EE.NA.ME. 130,328 (312) 130,016 23,921 23,985 6,847 (476)
Eliminations (518) 518 - - - - -
EE.NA.ME. 1,244,558 (6,856) 1,237,702 420,247 416,925 293,583 9,416
Thailand 180,236 (3,635) 176,601 14,959 14,740 (7,306) -
India 169,806 - 169,806 36,015 35,903 20,162 -
Others Asia 98,926 - 98,926 17,264 17,089 7,170 -
Eliminations 1 (1) - (1) - - -
Asia 448,969 (3,636) 445,333 68,237 67,732 20,026 -
Cement and
clinker trading 229,286 (93,056) 136,230 14,304 14,296 11,375 (105)
Other
operations 424,634 (336,112) 88,522 (14,489) (9,990) (16,966) -
Unallocated
items - - - - - - (89,810) (21,014) - 276,453 (60,608)
Eliminations (510,075) 510,075 - (19) (339) (337) -
Total 4,660,007 - 4,660,007 841,698 839,385 370,225 (89,810) (21,014) 17,052 276,453 (60,608)

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The table below sets out other segment data at December 31, 2011:
(in thousands of euro)
Operating
assets
Operating
liabilities
Investments
in associates
Depreciation
PPE and investment
property and
amortization
intangible assets
Impairment
Italy 1,506,212 406,230 5,750 (110,547) (42,344)
France-Belgium 1,967,922 514,483 7,612 (96,398) (1,781)
Spain 458,459 41,865 - (18,956) (56,841)
Others C.W.E. 76,013 12,156 61,223 (4,507) (13,022)
Eliminations (4,603) (4,588) - - -
C.W.E. 4,004,003 970,146 74,585 (230,408) (113,988)
North America 1,099,162 122,417 91,971 (64,769) (3,564)
Egypt 1,264,346 222,849 5,127 (66,426) -
Morocco 630,262 95,878 40,717 (37,501) -
Others EE.NA.ME. 305,901 24,927 1,279 (15,106) (5,681)
Eliminations (23) (23) - - -
EE.NA.ME. 2,200,486 343,631 47,123 (119,033) (5,681)
Thailand 344,259 37,924 - (22,812) 6,288
India 448,525 76,919 - (18,486) -
Others Asia 122,787 12,984 - (9,658) -
Eliminations - - - - -
Asia 915,571 127,827 - (50,956) 6,288
Cement and clinker
trading 79,062 30,485 3,063 (2,734) (1,101)
Other operations 147,788 162,359 - (6,926) (16,234)
Unallocated items - - - - -
Eliminations (123,569) (127,472) - - -
Total 8,322,503 1,629,393 216,742 (474,826) (134,280)
December 31, 2011


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The table below sets out other segment data at December 31, 2010:
(in thousands of euro)
Operating
assets
Operating
liabilities
Investments
in associates
Depreciation
PPE and investment
property and
amortization
intangible assets
Impairment
Italy 1,173,675 285,394 4,498 (90,626) 1,337
France-Belgium 1,958,148 491,672 7,876 (99,902) (1,308)
Spain 547,913 58,570 (20,547) (2,890)
Others C.W.E. 101,708 20,746 61,605 (4,396)
Eliminations (5,822) (5,814) - - -
C.W.E. 3,775,622 850,568 73,979 (215,471) (2,861)
North America 1,127,477 122,122 86,331 (69,883)
Egypt 1,306,461 223,198 5,862 (76,338) (3,030)
Morocco 630,146 116,810 40,706 (26,836)
Others EE.NA.ME. 521,267 63,702 1,269 (15,836) (1,302)
Eliminations (266) (266) - - -
EE.NA.ME. 2,457,608 403,444 47,837 (119,010) (4,332)
Thailand 355,035 40,250 (22,019) (26)
India 455,201 61,045 (15,742)
Others Asia 116,772 15,782 (9,175) (744)
Eliminations - - - - -
Asia 927,008 117,077 (46,936) (770)
Cement and clinker
trading 80,720 35,658 4,114 (2,921)
Other operations 171,446 135,001 (6,957) (19)
Unallocated items - - - - -
Eliminations (96,261) (101,644) - - -
Total 8,443,620 1,562,226 212,261 (461,178) (7,982)
December 31, 2010


Operating assets and liabilities include all current and non-current assets and liabilities with the exception of tax
and financial assets and liabilities.

The table below sets out revenue and recurring EBITDA for Other countries:
Revenue
(in thousands of euro) 2011 2010 2011 2010
Greece 41,786 70,262 (1,571) 14,549
Others C.W.E. 41,786 70,262 (1,571) 14,549
Bulgaria 51,515 55,917 29,962 17,067
Turkey 20,111 23,256 (1,687) 1,664
Kuwait 50,799 49,744 6,245 5,489
Saudi Arabia 3,041 1,411 420 (60)
Others - - (92) (239)
Others EE.NA.ME. 125,466 130,328 34,848 23,921
China 43,061 52,070 (2,063) 7,952
Kazakhstan 38,701 46,856 3,088 9,312
Others Asia 81,762 98,926 1,025 17,264
Recurring EBITDA

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Assets
5. Property, plant and equipment and Investment property
5.1 Property, plant and equipment
(in thousands of euro)
Land and
buildings
Quarries Technical plant
materials and
equipment
Other PPE
and assets under
construction
Total
Carrying amount at Dec. 31, 10 1,028,145 359,890 2,608,514 598,599 4,595,148
Gross amount 2,170,392 565,302 7,624,901 965,037 11,325,632
Accumulated depreciation (1,142,247) (205,412) (5,016,387) (366,438) (6,730,484)
Carrying amount at Dec. 31, 10 1,028,145 359,890 2,608,514 598,599 4,595,148
Additions 20,305 11,408 117,775 188,001 337,489
Change in scope of consolidation,
Reclassifications, Other 78,061 21,392 187,367 (201,607) 85,213
Disposals (3,496) (102) (18,423) (1,140) (23,162)
Depreciation and impairment losses (61,033) (18,260) (384,055) (34,110) (497,458)
Translation differences (13,846) 1,157 (25,103) (12,116) (49,908)
Carrying amount at Dec. 31, 11 1,048,135 375,485 2,486,075 537,627 4,447,322
Gross amount 2,235,135 626,028 7,737,796 924,743 11,523,702
Accumulated depreciation (1,187,000) (250,543) (5,251,721) (387,116) (7,076,380)
Carrying amount at Dec. 31, 11 1,048,135 375,485 2,486,075 537,627 4,447,322


Additions were mainly in Italy, France/Belgium, India, Egypt and Morocco.
Assets under construction at December 31, 2011, was 458,245 thousand euro (511,629 thousand euro at
December 31, 2010); the decrease for the year, in the line Change and other, related mainly to the
reclassifications to the final categories of assets relating to the productions sites in Morocco, India,
France/Belgium and North America.
Depreciation and impairment losses includes net impairment losses arising from impairment losses of 36.3
million euro (8.0 million euro in 2010, of which 5.2 million euro largely in Egypt and Saudi Arabia) relating to
production sites in Italy for 27.5 million euro, Bulgaria, North America and Spain.
Property plant and equipment held under finance leases and rental contracts were carried at a net amount of
27.8 million euro at December 31, 2011 (27.7 million euro at December 31, 2010). They consist of plant and
machinery for 25.3 million euro and buildings for 2.4 million euro.
Expenses included under Property, plant and equipment amounted to 28.9 million euro at December 31, 2011
(58.7 million euro at December 31, 2010).
Property plant and equipment pledged as security for bank loans were carried at 195.8 million euro at
December 31, 2011 (200 million euro at December 31, 2010).

The useful life adopted by the Group for the main asset categories is as follows:
Civil and industrial buildings 10 33 years
Plant and machinery 5 30 years
Other property, plant and equipment 3 10 years
The range between the above minimum and maximum limits indicates the presence of components with
separate useful lives within each asset category.
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5.2 Investment property
(in thousands of euro)
Carrying amount at Dec. 31,10 33,098
Gross amount 58,147
Accumulated depreciation (25,049)
Carrying amount at Dec. 31,10 33,098
Additions 150
Disposals (8,553)
Depreciation and impairment losses (683)
Translation differences (452)
Reclassifications (103)
Carrying amount at Dec.31,11 23,457
Gross amount 46,841
Accumulated depreciation (23,384)
Carrying amount at Dec.31,11 23,457


Investment property is carried at cost net of amortization; fair value at December 31, 2011, was 114 million
euro (134.3 million euro at December 31, 2010).
The decrease arose largely as a result of the sale of a building in Thailand.

6. Goodwill
(in thousands of euro)
Carrying amount at Dec. 31, 10 2,016,614
Acquisitions and changes in scope of consolidation 5,240
Sales (42)
Impairment losses (87,536)
Translation differences (14,988)
Carrying amount at Dec. 31, 11 1,919,288


The material reduction in goodwill arose mainly from impairment losses as a result of impairment testing and
from currency translation differences generated by the depreciation of some currencies against the euro; for
impairment losses and goodwill on CGU by country, see note 6.2.
Acquisitions and changes in scope of consolidation refers mainly to the Calcestruzzi group for 26.0 million
euro less Set Group Holding Turkey for 12.6 million euro and Bares Turkey for 7.3 million euro.

6.1 Business combinations
6.1.1 Calcestruzzi group
The Calcestruzzi group has again been included in the Italcementi scope of consolidation since January 1,
2011, after the necessary conditions were fulfilled, as described in the directors report in the section on
significant events in the period.
The companies in the Calcestruzzi group have been consolidated and treated as if they were being
consolidated for the first time; consequently, in compliance with the acquisition method contemplated by IFRS 3
revised, they have been measured at fair value.
The net assets of the Calcestruzzi group as at January 1, 2011, are stated at fair value estimated on the basis
of market transactions with the assistance of a fairness opinion issued by an independent consultant.
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The table below sets out the amounts of the main property, plant and equipment categories for which fair value
was estimated:
(in thousands of euro) Carrying amonut of the
companies in the
scope of consolidation
Fair value adjustment Attributed fair value
Net property, plant and equipment
Land 32,368 9,275 41,643
Quarries 19,959 20,288 40,247
Buildings 22,077 22,077
Plant and equipment 44,245 17,863 62,108
Other 8,279 8,279
Net deferred tax assets/(liabilities) 10,146 (14,892) (4,746)
Goodwill 20,862 5,146 26,008
Trade receivables 173,549 173,549
Trade payables (89,748) (89,748)
Other assets/(liabilities) 3,147 3,147
Net financial position (217,688) (217,688)
Badwill (5,253)
Fair value of net assets 37,680 59,623
Equity investment in Calcestruzzi S.p.A. 59,792


During the expert assessment, the fair value attributed to Speedybeton was higher than its carrying amount;
the difference has been taken to income in compliance with IFRS 3 revised.
The effects of the consolidation of the Calcestruzzi group on the 2011 consolidated income statement are as
follows:
(in millions of euro)
Revenue *
324.0
Recurring EBITDA
(32.4)
EBIT
(88.7)
Profit (loss) for the period attributable to owners of the parent (73.9)
* after intragroup eliminations


6.2 Goodwill impairment testing
Goodwill acquired in business combinations is allocated to the cash-generating units (CGUs). The Group tests
goodwill recoverability at least once a year or more frequently if indications of impairment emerge. The
methods used to determine the recoverable amount of CGUs are described in the basis of consolidation under
the section Impairment (note 1.11).

The recovery slowdown that emerged in 2010 intensified during 2011, especially in the construction industry;
consequently, while the measures contemplated in the 2010-2014 Business Plan remain valid, a number of
macroeconomic and sector assumptions in the Plan have been reviewed. For the purposes of impairment
testing, determination of the future cash flows to be used was based on the 2012 Budget and, where necessary
for future year projections, on new assumptions and economic assessments deemed to reflect the new
conditions on the Group markets.

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As in 2010, for the CGUs in the EU countries and North America, a 9-year explicit forecast period was used; in
this way we believe that projected cement consumption is structurally balanced and aligned with the related
long-term estimate implicit in the cement structural demand curve for each country.

For the CGUs in the emerging countries, also subject in part to a change in cyclical patterns compared with the
recent past, but with cement consumption more likely to be influenced by exogenous factors relating to specific
macroeconomic events, the tests were based on expected growth in cement demand over a five-year period.
Terminal value was generally estimated on the basis of CGU activity on its mid-cycle market and takes account
of the market cycle and the changes in the country in question after the explicit forecast period.

The projections are managements best estimate of future trends and possible economic conditions in the
countries in which the Group operates.

For all CGUs, recoverable value coincides with value in use, with the exception of the CGUs in Turkey and
China, for which fair value less costs to sell, determined on the basis of comparable market transactions or
offers received from third parties, was used.

The discount rates, determined country by country, are obtained by applying the estimated long-term inflation
rate, adjusted in some cases with the country-risk premium, to the weighted average cost of capital (WACC).
WACCs are computed on the basis of the market value of own funds and of sector debt, to which the mean
sector coefficient based on the debt/stock market capitalization ratio is applied.

The assumptions used for the computation for the CGUs in the main countries are set out below:
(in %)
Cash-generating units by country 2011 2010 2011 2010
Italy 8.9 7.7 2.0 1.1
France/Belgium 9.4 8.7 2.0 1.1
Spain 9.3 8.5 2.0 1.0
Greece 14.0 11.0 2.0 1.2
North America 7.7 7.4 1.8 1.2
Egypt 13.2 13.4 5.0 6.0
Morocco 10.7 9.8 2.5 2.4
Kuwait 9.8 9.2 3.5 3.4
Thailand 10.6 9.5 3.5 2.5
India 14.5 12.3 6.3 5.0
Discount rate
before tax
Growth rate
including inflation


Goodwill testing for 2011 generated a goodwill impairment loss of 54.4 million euro for Spain and of 12.1 million
euro for Greece. The Group considered the specific potential risks of the sector of activity, any market values
on the basis of comparable transactions and conducted a sensitivity analysis on recoverable amount in the
event of an increase in the discount rates.

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The table below sets out the most significant goodwill amounts for Group CGUs by country:
(in thousands of euro)
Cash-generating units by country December 31, 2011 December 31, 2010
Italy* 31,664 26,519
France/Belgium 587,244 587,383
Spain 171,086 225,564
Greece - 12,100
North America 144,728 140,398
Egypt 583,980 594,289
Morocco 108,327 107,679
Kuwait 29,277 24,706
Thailand 88,502 90,310
India 88,004 98,640
Others 86,476 109,026
Total 1,919,288 2,016,614
* in 2011 the Italy CGU comprised cement, ready mixed concrete and aggregates operations
Carrying amount of goodwill


Finally, since the Italcementi Group has costs not allocated to individual CGUs, a second-level impairment test
was conducted to check recoverability for the Group as a whole. The test included all assets and cash flows
that cannot be specifically allocated to an individual CGU. No indications of impairment emerged from the test.

Market capitalization
Like most of the companies in the sector listed on markets in the mature countries, during the year Italcementi
S.p.A. recorded a material reduction in market capitalization with respect to 2010, which has eased somewhat
since December 31, 2011.

Equally, the results of the impairment tests conducted at December 31, 2011, found a significant reduction in
the Groups aggregate recoverable value compared with the tests conducted in 2010; the decrease in
recoverable value was, however, smaller than the reduction in market capitalization.

The impairment tests take account of the long-term expectations in cement consumption that can be assumed
from the structural demand curve and, for this reason, are less influenced overall by short-term changes. Short-
term changes, on the other hand, correspond to the timeframe now typically adopted by many investors and,
together with the volatility in risk propensity levels, have an incisive influence on share prices, which are
particularly sensitive during exceptional periods of financial panic such as the closing months of 2011.

We therefore believe that the differential in relative evolution found in the two valuations, which in any case is
consistent as indication of a trend, can be considered normal.
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Sensitivity analysis
With reference to the current and expected industry situation and to the results of the 2011 impairment tests, a
sensitivity analysis was conducted on recoverable amount, using the discounted cash flow method.

At December 31, 2011, a 1% increment in the WACC would determine a surplus difference in carrying amount
with respect to recoverable amount for the following CGUs: Italy 41 million euro, Spain 59.1 million euro,
Greece 9.0 million euro, North America 73.0 million euro and Kuwait 10.5 million euro.

A 5% reduction in demand in the explicit forecast period with respect to the projections would determine a
surplus difference in carrying amount with respect to recoverable amount for the following CGUs: Spain 19.7
million euro and Greece 5.4 million euro.

On the basis of this analysis, the Group deems it unnecessary to reduce the goodwill of the CGUs in question.
The discount rates that equate the CGUs recoverable amount with carrying amount are as follows: Italy 9.59%,
Spain 9.3%, Greece 14.0%, North America 8.3% and Kuwait 9.9%.

7. Intangible assets
(in thousands of euro)
Patents, IT
development
Concessions and
other
Total
Carrying amount at December 31, 2010 25,330 108,487 133,817
Gross amount 115,638 126,522 242,160
Accumulated amortization (90,308) (18,035) (108,343)
Carrying amount at December 31, 2010 25,330 108,487 133,817
Additions 19,875 5,574 25,449
Disposals (5,539) (384) (5,924)
Amortization and impairment losses (11,054) (18,646) (29,699)
Translation differences 176 842 1,019
Change in scope of consolidation and other 2,820 (29,399) (26,579)
Carrying amount at December 31, 2011 31,609 66,475 98,083
Gross amount 127,503 88,960 216,463
Accumulated amortization (95,895) (22,485) (118,380)
Carrying amount at December 31, 2011 31,608 66,475 98,083


The years additions refer essentially to project development work for the standardization of internal Group
processes.
Disposals include 30.2 million euro for the sale to third parties of the Bares licenses in Turkey.
During the year impairment losses of 15.1 million euro were applied to intangible assets in Libya.
Expenditure recognized under intangible assets for IT development amounted to 3.2 million euro at December
31, 2011.
Concessions are amortized over the life of the conventions in question; amortization of quarrying concessions
is determined at rates reflecting the ratio of extracted material to total to be extracted.


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8. Equity accounted investees
This caption reflects equity accounted investees, including goodwill of 34.4 million euro at December 31, 2011
(31.7 million euro at December 31, 2010).

The main investments in associates are listed below:
(in millions of euro)
December 31, 2011 December 31,
2010
2011 2010
Ciment Qubec (Canada) 92.0 86.3 10.4 9.7
Vassiliko Cement Works (Cyprus) 61.2 61.6 0.2 (1.6)
Asment Cement (Morocco) 40.7 40.7 7.9 8.7
R.C.S. Mediagroup S.p.A. (Italy) - - - (1.3)
Tecno Gravel (Egypt) 5.1 5.9 0.6 1.2
Acquitaine de transformation (France) 4.1 4.1 - -
Others 13.6 13.7 (0.5) 0.4
Total 216.7 212.3 18.6 17.1
Carrying amount Share of profit (loss)


Tests on goodwill recoverability did not generate any impairment losses.
Amounts for the main equity accounted investees, adjusted for compliance with Group policies, are set out
below:
(in millions of euro) 2011 2010 2011 2010 2011 2010 2011 2010
Ciment Qubec (Canada) 210.9 202.1 38.9 40.4 139.4 123.7 19.9 19.5
Vassiliko Cement Works (Cyprus) 351.4 368.9 130.7 137.6 90.3 93.3 0.6 (6.3)
Asment (Morocco)
114.0 115.0
28.4 29.3 98.0 93.0 21.4 23.6
Total assets Total liabilities Revenue Profit (loss) for period


9. Other equity investments
Other equity investments reflects equity investments in the available-for-sale category as required by IAS 39.
(in thousands of euro)
At December 31, 2010 200,172
Acquisitions 17
Sales (11,834)
Changes in fair value taken to equity reserve (41,693)
Translation differences 386
Other and reclassifications (58,802)
At December 31, 2011 88,246
Sales refers to 11% of the capital of Goltas Cimento - Turkey for 33.2 million euro and the entire investment in
Bursa Turkey (1.2% of capital) for 2.9 million euro. The gains of 25 million euro were taken to finance income.
Changes in fair value taken to equity reserve refers in the main to Goltas shares for 41.5 million euro.
Other includes the reversal of the equity investment in Calcestruzzi (59.8 million euro at December 31, 2010)
after consolidation as from January 1, 2011.

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Other equity investments at December 31, 2011, were as follows:
(in thousands of euro)
% share
of total capital
December 31, 2011
Equity investments in listed companies
Goltas (Turkey) 24.0 35,069
Equity investments in non-listed companies 53,177
Total 88,246


The fair value of listed companies is determined on the basis of the official share price on the last accounting
day.
A variety of methods was used to measure investments in non-listed companies, depending on their
characteristics and available data, in compliance with IAS 39.

10. Other non-current assets
This caption reflects:
(in thousands of euro)
December 31, 2011 December 31, 2010
Derivatives 104,815 50,864
Concessions and licenses paid in advance 162 174
Non-current receivables 137,420 92,357
Guarantee deposits 34,457 32,952
Securities and bonds 11,828 9,357
Pension plan assets 501 510
Total 289,183 186,214


Derivatives are discussed in note 22.3.1.
Non-current receivables includes receivables of 115.4 million euro (74.9 million euro at December 31, 2010)
due from the parent Italmobiliare S.p.A. to the Italian Group companies that elected tax consolidation; the
receivables have been classified as non-current in view of the change in expected recovery time; as a result,
the receivables recognized in 2010 have been reclassified from current to non-current.

11. Inventories
(in thousands of euro)
December 31, 2011 December 31, 2010
Raw materials, consumables and supplies 441,258 422,637
Work in progress and semifinished goods 153,494 156,439
Finished goods 124,700 129,510
Payments on account 21,539 17,566
Total 740,991 726,152


Inventories are carried net of write-down provisions totaling 102.7 million euro (105.2 million euro at December
31, 2010) mainly against the risk of slow-moving supplies, spare parts and consumables. Spare parts at
December 31, 2011, were carried at 188.6 million euro (189.8 million euro at December 31, 2010).


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12. Trade receivables
(in thousands of euro)
December 31, 2011 December 31, 2010
Gross amount 952,946 822,024
Provision for bad debts (95,619) (83,469)
Net amount 857,327 738,555


At the end of December 2011, Ciments Calcia and Unibeton renewed their factoring contracts for a further five
years.
At December 31, 2011, factored receivables of these two companies totaled 133.5 million euro (118.8 million
euro at December 31, 2010). The risk of approximately 90% of the factored amount is transferred when
receivables are factored.
After this transaction, the statement of financial position continued to reflect:
- subordinate additional deposits for 24.8 million euro (21.0 million euro at December 31, 2010) reflected
under other current assets;
- non-transferred receivables in the form of arranged guarantees for 11 million euro reflected under trade
receivables, with a balancing entry of 9.1 million euro in bank loans and borrowings and 2.1 million euro
against miscellaneous receivables.

At December 31, 2011, Calcestruzzi S.p.A. had trade receivables factored without recourse with factoring
companies for 4.9 million euro.

Provision for bad debts
The provision for bad debts is determined using Group procedures, and taking account of bank guarantees and
collateral given. At the reporting date, the Group companies analyze doubtful overdue receivables on a
customer-by-customer basis. The amount of overdue receivables at risk is adjusted accordingly.

13. Other current assets including derivatives
This caption reflects:
(in thousands of euro)
December 31, 2011 December 31, 2010
Receivables from tax and social security authorities 93,444 93,997
Receivables from the sale of non-current assets 3,014 3,565
Concessions and licenses paid in advance 34,895 31,046
Derivatives 28,636 6,454
Other 135,282 113,348
Total 295,271 248,410


Derivatives are discussed in note 22.3.1.

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14. Share capital and Share premium
14.1 Share capital
At December 31, 2011, the parents fully paid-up share capital amounted to 282,548,942 euro represented by
282,548,942 shares with a par value of 1 euro each, as follows:
Number of shares December 31, 2011 December 31, 2010 Change
Ordinary shares 177,117,564 177,117,564 -
Savings shares 105,431,378 105,431,378 -
Total 282,548,942 282,548,942 -


14.2 Share premium
Share premium amounted to 344,104 thousand euro, unchanged from December 31, 2010.

15. Reserves
Translation reserve
This reserve reflects differences on the translation of the financial statements of consolidated foreign
companies. At December 31, 2011, it stood at 6.3 million euro (23.5 million euro at December 31, 2010),
referring to the following currencies:
(in millions of euro)
December 31, 2011 December 31, 2010 Change
Egypt (pound) (34.9) (32.1) (2.8)
USA and Canada (dollar) 19.8 12.3 7.5
Thailand (baht) 36.4 40.4 (4.0)
Morocco (dirham) 1.5 (1.3) 2.8
India (rupee) (28.8) 2.5 (31.3)
Turkey (lira) (5.3) (10.0) 4.7
Other countries 17.6 11.8 5.8
Total 6.3 23.5 (17.2)


16. Treasury shares
At December 31, 2011, the carrying amount of Italcementi S.p.A. treasury shares was 58,690 thousand euro,
reflected in the treasury share reserve. No movements took place in the reserve during the year:

No. ordinary
shares
par value 1
Total
carrying
amount
(000 euro)
No. savings
shares
par value 1
Total
carrying
amount
(000 euro)
Total
carrying
amount
(000 euro)
December 31, 2010 3,793,029 58,342 105,500 348 58,690
Additions - - - - -
Disposals - - - - -
December 31, 2011 3,793,029 58,342 105,500 348 58,690


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17. Dividends paid
Dividends declared by the parent company Italcementi S.p.A in 2011 and 2010 are detailed below:

2011
(euro per share)
2010
(euro per share)
Dec.31, 2011
(000 euro)
Dec.31, 2010
(000 euro)
Ordinary shares 0.120 0.120 20,799 20,799
Savings shares 0.120 0.120 12,639 12,639
Total dividends 33,438 33,438

Dividends paid in 2011 amounted to 33,433 thousand euro (33,432 thousand euro in 2010).
18. Non-controlling interests
Equity attributable to non-controlling interests at December 31, 2011, stood at 1,400 million euro, down by 60.9
million euro from December 31, 2010.
In 2011 profit for the period attributable to non-controlling interests decreased by 57 million euro, from 151.3
million euro in 2010 to 94.3 million euro in 2011; the decrease arose largely on the Group results in Egypt; the
change in the translation reserve had a negative impact of 7.8 million euro on equity attributable to non-
controlling interests, as a result of the performance of the euro against the currencies in countries with large
non-controlling interests, including Egypt.

19. Employee benefits
Employee benefits at December 31, 2011, amounted to 202,955 thousand euro (184,822 thousand euro at
December 31, 2010).
The Groups main employee benefit plans are described below.

Defined benefit plans
The Group operates pension plans, post-employment medical benefit plans and post-employment benefit
plans.

The most important pension plans are in the USA and France; they are financed by contributions paid by the
company and by employees to external entities responsible for the administration and management of the
pension funds; early retirement schemes also operate, pursuant to local laws, in France and Belgium.
With regard to the post-employment benefits for staff of the Groups Italian companies (TFR), liabilities in
respect of TFR accrued and optioned by employees as from 2007 no longer qualify as defined benefit plans.
They are treated as quotas of defined contribution plans.
Some Group companies in the USA operate plans providing post-employment medical and life insurance
benefits. In France and, to a lesser extent, in Belgium similar benefits are provided for certain classes of
workers, specifically the companies pay a portion of contributions to the insurance company, which then
reimburses workers, after retirement, for a portion of medical expenses.

In some companies in France and Italy, the Group also recognizes liabilities in respect of future commitments,
in the form of bonuses payable to employees on the basis of length of service; these liabilities are measured
with actuarial assumptions. Net liabilities for pension plans and post-employment benefit plans are determined
with actuarial calculations performed by independent actuaries.



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Net liabilities determined on the basis of actuarial calculations at December 31, 2011, are set out below:
(in millions of euro)
Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10
Discounted value of funded plans 148.9 129.7 - - 148.9 129.7
Fair value of plan assets (88.1) (86.1) - - (88.1) (86.1)
Discounted net value of funded plans 60.8 43.6 - - 60.8 43.6
Discounted value of unfunded plans 66.9 71.0 91.0 81.7 157.9 152.7
Net value of obligation 127.7 114.6 91.0 81.7 218.7 196.3
Unrecognized actuarial losses (51.3) (29.5) (12.2) (5.8) (63.5) (35.3)
Unrecognized past service costs (1.3) (1.6) (0.7) (0.5) (2.0) (2.1)
Net liabilities 75.01 83.5 78.2 75.5 153.2 159.0
of which:
Liabilities 75.4 84.0 78.2 75.5 153.6 159.4
Assets 0.4 0.4 - - 0.4 0.4
Net (assets)/liabilities 75.0 83.5 78.2 75.5 153.2 159.0
Pension plans and other long-
term benefits
Post-employment medical
benefits
Total

With reference to post-employment medical benefits, a change of +/- 1 percentage point in the rates relating
to changes in medical expenditure would generate changes of +0.4 and -0.3 million euro respectively in
liabilities on the statement of financial position and +4.5 and -3.8 million euro respectively in related expense.

The movements in net liabilities during the year are analyzed below:
(in millions of euro)
Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10
Opening net liabilities 83.5 87.1 75.5 70.5 159.0 157.6
Pension costs 10.8 11.7 5.2 5.6 16.0 17.3
Contributions or services paid (14.4) (17.8) (3.6) (3.2) (18.1) (21.0)
Translation differences (0.2) 2.2 1.3 2.6 1.1 4.8
Plans acquired/(sold) on changes in scope of
consolidation (4.7) 0.4 ( 0.2) - (4.9) 0.4
Closing net liabilities 75.0 83.5 78.2 75.5 153.2 159.0
Pension plans and other long-
term benefits
Post-employment medical
benefits
Total

Costs for the year, all recognized under employee expense, are detailed below:
(in millions of euro)
2011 2010 2011 2010 2011 2010
Current cost of services (3.8) (4.2) (1.8) (1.7) (5.6) (5.8)
Finance costs on obligations (9.2) (10.5) (3.9) (4.0) (13.2) (14.5)
Revenue expected from plan assets 5.7 5.5 - 5.7 5.5
Net actuarial losses recognized in year (2.3) (1.6) (0.2) (0.1) (2.4) (1.7)
Cost of prior-period services (0.7) (1.3) 0.2 0.2 (0.5) (1.0)
Plan settlement or curtailment (losses)/gains ( 0.4) 0.4 0.5 - 0.1 0.4
Total (10.8) (11.7) (5.2) (5.6) (16.0) (17.3)
Actual yield on assets 3.7 9.0 - - 3.7 9.0
Pension plans and other long-
term benefits
Post-employment medical
benefits
Total


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The movements in defined benefit obligations during the year are set out below:
(in millions of euro)
Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10
Opening present value of defined benefit
obligations 200.7 189.0 81.7 72.1 282.4 261.0
Current cost of services 3.8 4.2 1.8 1.7 5.6 5.8
Finance costs on obligations 9.2 10.5 3.9 4.0 13.2 14.5
Employee contributions - 0.2 0.3 0.2 0.3
Cost of prior-period services 0.5 1.1 - - 0.5 1.1
Actuarial losses 19.8 10.7 6.4 4.7 26.2 15.4
Amounts paid ( 17.2) ( 19.4) ( 3.8) ( 3.6) ( 21.0) ( 22.9)
Plan curtailments 0.0 0.2 ( 0.5) - ( 0.5) 0.2
Plan settlements ( 1.0) ( 4.7) - ( 1.0) ( 4.7)
Changes in scope of consolidation ( 4.2) 0.4 ( 0.2) - ( 4.4) 0.4
Translation differences and other 4.0 8.8 1.6 2.5 5.6 11.3
Closing present value of defined benefit
liabilities 215.8 200.7 91.0 81.7 306.8 282.4
Pension plans and other long-
term benefits
Post-employment medical
benefits
Total


The movements in plan asset fair values are set out below:
(in millions of euro)
Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10 Dec.31, 11 Dec.31, 10
Opening fair value of plan assets 86.1 78.9 - - 86.1 78.9
Expected yield 5.7 5.5 - - 5.7 5.5
Actuarial gains (losses) (2.0) 3.5 - - (2.0) 3.5
Employer contributions 14.4 17.8 3.6 3.2 18.1 21.0
Employee contributions - 0.2 0.3 0.2 0.3
Benefits paid (17.2) (19.4) (3.8) (3.6) (21.0) (23.0)
Plan settlements (1.0) (4.7) - - (1.0) ( 4.7)
Changes in scope of consolidation (0.1) (0.0) - - (0.1) ( 0.0)
Translation differences and other 2.2 4.6 - - 2.2 4.6
Closing fair value of plan assets 88.1 86.1 - - 88.1 86.1
Pension plans and other long-
term benefits
Post-employment medical
benefits
Total


The Groups estimated contribution to defined benefit plans in 2012 is 5.7 million euro.
The table below sets out the main plan asset categories as percentages of total fair value:
2011 2010
Shares 38.4% 40.0%
Bonds 49.5% 53.9%
Investment property 0.4% 0.8%
Other 11.8% 5.3%

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The table below sets out key data for pension plans and other long-term benefits in the last two years:
(in millions of euro)
December 31,
2011
December 31, 2010
Discounted value of funded plans 306.8 282.4
Fair value of plan assets (88.1) (86.1)
Net value of funded plans 218.7 196.3
Difference between actual asset yield and asset yield expected
at beginning of period (experience adjustments) 1.9 2% (3.5) -4.0%
Change in value of funded plans other than experience adjustments 8.3 3% (0.8) 0.2%


Actuarial assumptions
The actuarial assumptions used to determine obligations arising from pension plans and other long-term
benefits are set out below:
(in %)
2011 2010 2011 2010 2011 2010
Expected yield on assets 3.50 - 4.70 3.50 - 4.00 7.72 7.71 7.50 7.50
Future wage and salary increases 1.00 - 3.50 2.75 - 3.50 n.a. n.a. 3.50 - 8.50 3.50 - 8.50
n.a.: not applicable
Europe North America Other countries


Discount rate (in %) 2011 2010
Europe
Long-term euro zone 4.60 5.00
Medium-term euro zone 4.60 4.75
Short-term euro zone 4.60 4.25
Bulgaria 5.50 5.75
North America
USA 4.19 5.10
Canada 4.75 4.75
Other countries
Morocco 4.50 4.50
Turkey 10.00 10.00
Thailand 3.50 4.00
India 8.40 8.20


Defined contribution plans
The Groups defined contribution plans are pension plans and medical plans; expense relating to these plans in
2011 was 51.4 million euro (48.7 million euro in 2010).

Termination plans
At December 31, 2011, provisions for termination plans totaled 37.5 million euro (24.5 million euro in 2010) and
related mainly to Italy for 31.8 million euro in connection with re-organization plans affecting the Calcestruzzi
group and Italcementi S.p.A. in particular.

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20. Provisions
Non-current and current provisions totaled 250,783 thousand euro at December 31, 2011, an increase of 6,006
thousand euro from December 31, 2010, as follows:
(in thousands of euro)
December 31,
2010
Additions Decreases Reversed
unused
amounts
Translation
differences
Other changes
and reclassi-
fications
Total changes December 31,
2011
Environmental restoration 84,896 11,612 (8,140) (948) (244) 4,594 6,874 91,770
Disputes 88,871 15,723 (15,922) (4,139) (1,323) 11,158 5,497 94,368
Other provisions 71,010 13,957 (18,541) (9,759) (178) 8,157 (6,365) 64,645
Total 244,777 41,291 (42,602) (14,846) (1,745) 23,909 6,006 250,783
Non-current portion 241,240 41,034 (39,223) (14,846) (1,590) 22,176 7,550 248,790
Current portion 3,537 257 (3,379) - (155) 1,733 (1,544) 1,993


Disputes reflects provisions for fiscal risks deemed probable as a result of tax audits and adjustments to tax
returns, provisions for disputes with employees and provisions for restoration of urban and industrial areas.
Other changes and reclassifications refers mainly to Calcestruzzi group provisions after consolidation on
January 1, 2011.

Contingent liabilities
The main contingent liabilities relating to disputes and proceedings pending at December 31, 2011, for which
amounts were not provided, are described below. The Group is not aware of other disputes, legal controversies
or other exceptional facts that might have a material impact on its financial position, results and operations.

Europe
Regarding the investigation begun in November 2008 by the European Commission into some cement
producers, including Italcementi S.p.A. and the subsidiaries Ciments Franais S.A., Ciments Calcia S.A. and
Compagnie des Ciments Belges S.A., in December 2010 the European Commission notified the decision for
the formal opening of the proceeding to Italmobiliare S.p.A. (and, indirectly through Italmobiliare, to the above-
named Group companies and the Spanish subsidiary Financiera Y Minera).
In April 2011, the Commission served a further formal notice on Italmobiliare of its decision to request extensive
additional economic, financial and commercial information. Italmobiliare provided the information within the
required term and, simultaneously, lodged an appeal with the EU General Court against the decision. Both the
investigation and the proceedings are still underway.

Regarding the proceeding begun in 2009 by the General Directorate of the Belgian Competition Authority
against cement producers (including Compagnies des Ciments Belges (CCB), no further developments have
taken place after the charges were formally notified in April 2010. The parties exchanged briefs and hearings
took place. The Belgian Competition Authority is expected to make a decision in the first half of 2012.

Turkey
As a result of the non-closure of the 2008 agreement for the sale of the Turkish operations (Set Group) by
Ciments Franais to Sibcem, a number of proceedings are pending.
Sibconcord, the main shareholder of Sibcem, has begun a proceeding in Russia to annul the agreement. On
September 26, 2011, the ruling annulling the contract obtained in first instance by Sibconcord against which
Ciments Franais filed an appeal become effective. After an unsuccessful petition to the regional court of
cassation, Ciments Franais filed an appeal with the Russian Supreme Court. In December 2011, on the basis
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of the favorable ruling obtained in Russia, Sibconcord filed for compulsory execution in Kazakhstan, which was
rejected by the courts in January 2012. Sibconcord has appealed against this ruling.
As contemplated by the contract, Ciments Franais began arbitration proceedings (in Istanbul) in accordance
with the regulation of the International Chamber of Commerce. On December 7, 2010, it obtained a favorable
arbitration award recognizing the validity of the resolution of the contract by Ciments Franais with the right to
retain the 50 million euro paid by Sibcem. On May 31, 2011, Sibcem obtained the annulment of the arbitration
award from the territorially competent Turkish court; Ciments Franais filed an appeal and in the meantime
continued proceedings for the recognition of the award in a number of countries.

India
On the proceedings begun in 2006 by the Indian Antitrust Authority, Zuari Cement Ltd. has drawn up its
defense. No new developments took place.
For the investigation begun in August 2010 by the Indian Antitrust Authority against cement producers,
including the Zuari Cement Ltd. and Sri Vishnu Cement companies, for alleged unfair trading, no developments
took place after the response to the request for information.
At the end of 2007, Zuari signed a contract with Larsen & Toubro (L&T) concerning civil and mechanical works
for the Yerraguntla cement plant. During execution of the contract, L&T requested an additional amount for
alleged extra costs and extended duration of work. In turn, the contract awarder, Zuari Cement, presented a
request for compensation of 29 million euro including penalties for delays and breaches in execution of the
work; also, in July 2011, Zuari Cement terminated the contract for non-fulfillment. In August 2011 L&T sent
Zuari a request for arbitration followed in January 2012 by a request for compensation of 31 million euro. The
proceeding, which is taking place in India, is still underway.

21. Deferred tax assets and Deferred tax liabilities
Total net deferred tax liabilities are analyzed below:
(in millions of euro)
December 31, 2010 Results Other changes December 31, 2011
Benefit on tax loss carryforwards 37.7 2.1 18.1 57.9
Property, plant and equipment (334.0) 9.9 (11.7) (335.8)
Inventories (13.9) 0.5 (1.6) (15.0)
Non-current provisions and Employee benefits 90.9 1.2 10.1 102.2
Other 32.8 20.1 (8.1) 44.8
Total net deferred taxes (186.5) 33.8 6.8 (145.9)
of which:
Deferred tax assets 53.0 76.2
Deferred tax liabilities (239.5) (222.1)

At December 31, 2011, deferred tax liabilities reflected in equity reserves amounted to 1.5 million euro
(deferred tax assets of 1.7 million euro at December 31, 2010).
Off-balance sheet deferred tax assets relating to losses for the year and previous years amounted to
approximately 143.3 million euro (102.4 million euro at December 31, 2010). They related to Group company
losses, reversal of which is not considered reasonably certain at the present time.
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22. Net debt
An itemized correlation of net debt with the statement of financial position is set out below:
(in thousands of euro)
Financial asset and liability category
Statement of financial position
caption
Current financial assets (659,685) (835,610)
Cash and cash equivalents Cash and cash equivalents (613,334) (575,220)
Current loan assets
Equity investments, bonds and
financial assets (35,733) (249,561)
Other current financial assets Other current assets (4,625) (6,122)
Derivatives Other current assets (5,993) (4,707)
Current financial liabilities 756,719 535,418
Bank overdrafts and short-term
borrowings Loans and borrowings 189,296 222,985
Loans and short-term borrowings Financial liabilities 543,934 293,493
Derivatives Other current liabilities 23,489 18,940
Non-current financial assets (117,073) (65,021)
Securities and bonds Other non-current assets (21,816) (17,266)
Derivatives Other non-current assets (95,257) (47,755)
Non-current financial liabilities 2,113,054 2,596,108
Loans and long-term borrowings Financial liabilities 2,099,268 2,567,468
Derivatives Other non-current liabilities 13,786 28,640
Net debt 2,093,015 2,230,895
December 31, 2011 December 31, 2010


The net debt at December 31, 2011, determined in compliance with Consob communication no. DEM/6064293
of July 28, 2006 (i.e., excluding non-current financial assets), amounted to 2,210,088 thousand euro (2,295,916
thousand euro at December 31, 2010).

Current financial receivables at December 31, 2010, reflected the current account relationship between
Italcementi S.p.A. and the Calcestruzzi group companies for 217.7 million euro.
















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22.1 Financial liabilities
Financial liabilities are shown below by category, subdivided by non-current and current liabilities:
(in thousands of euro)
Effective
interest rate
Nominal
value at
Dec.31, 2011
Maturity December
31, 2011
December
31, 2010
Bank overdrafts and drawings on lines of credit 743,152 1,068,451
Italcementi S.p.A. 614,688 859,195
Other Group companies 128,464 209,256
Bond loans 1,318,260 1,281,663
Issued by Italcementi Finance: EMTN 750 mln euro 5.375% 5.55% 739,000 2020 782,728 741,177
Issued by Ciments Franais S.A.: EMTN 500 mln euro 4.75% 4.84% 500,000 2017 520,532 513,138
For private investors EMTN 15 mln euro 4.47% 4.50% 15,000 2013 15,000 15,000
For private investors 180 mln USD 5.63% 5.79% 2012 - 12,348
Convertible bonds 1.72% 2012 - 3,776
Other loans and borrowings 23,678 199,731
Billets de trsorerie issued by Ciments Franais S.A. 1.08% - 177,000
Other (0% - 3.67%) 23,678 22,731
Finance lease payables 14,178 13,847
Non-current financial liabilities 2,099,268 2,567,468
Fair value of hedging derivatives 13,786 28,640
Total non-current financial liabilities
2,113,054 2,596,108
Bond loans
For private investors 50 mln euro 3.50% 12,761 9
Convertible bonds 3,805 -
Other
Amounts due to banks 114,300 157,984
Bank overdrafts and drawings on lines of credit 458,443 281,600
Other loans and borrowings 21,632 25,446
Billets de trsorerie issued by Ciments Franais S.A. 70,000 -
Finance lease payables 5,115 3,705
Accrued interest expense 47,174 47,734
Current financial liabilities 733,230 516,478
Fair value of hedging derivatives 23,489 18,940
Total current financial liabilities 756,719 535,418
Total financial liabilities 2,869,773 3,131,526


At December 31, 2011, bank overdrafts and drawings on lines of credit secured by mortgages and liens on
property, plant and equipment amounted to 119.3 million euro, of which 25.7 million euro short-term and 93.6
million euro medium/long-term.
At December 31, 2011, current Other loans and borrowings included 9.1 million euro relating to factoring
programs (8.2 million euro at December 31, 2010).
Billets de trsorerie, previously linked to medium/long-term lines of credit, were reclassified under current
financial liabilities at December 31, 2011.
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Italcementi S.p.A. has been assigned a public rating since 2006, by the Moodys and Standards & Poors
ratings agencies. At December 31, 2011, the rating was, respectively, Ba1 outlook negative-NP and BBB-
outlook negative-A3. During 2011 the ratings were reviewed on, respectively, September 14, 2011, by
Standards & Poors, which confirmed the rating and downgraded the outlook from stable to negative, and
December 15, 2011, by Moodys, which downgraded the long-term rating from Baa3 to Ba1, outlook negative.
Non-current financial liabilities by currency:
(in millions of euro)
December 31, 2011 December 31, 2010
Euro 1,957.6 2,332.8
US and Canadian dollar 25.8 14.6
Moroccan dirham 29.7 108.2
Indian rupee 77.7 92.4
Saudi Arabian riyal - 8.0
Egyptian pound 1.6 2.6
Others 6.9 8.9
Total 2,099.3 2,567.5


Non-current financial liabilities by maturity:
(in millions of euro)
December 31, 2011 December 31, 2010
2012 - 359.1
2013 409.1 456.8
2014 271.9 166.7
2015 32.8 204.5
2016 3.7 -
Beyond 1,381.8 1,380.4
Total 2,099.3 2,567.5


The main medium/long-term loans and borrowings in 2011 and 2010 are described below.

Bank loans and drawings on lines of credit:

a) On April 29, 2011, Italcementi Finance S.A. arranged a 50 million euro floating-rate five-year bilateral line of
credit, guaranteed by Italcementi S.p.A.. No drawings had been made at December 31, 2011;

b) During 2011, Italcementi Finance S.A. arranged bilateral lines of credit with leading international banks for a
total amount of 200 million euro at 364 days. No drawings had been made at December 31, 2011;

c) During 2010, Italcementi S.p.A. arranged a three-year line of credit for an original amount of 100 million euro,
subsequently reduced to 25 million euro after the counterparty joined the syndicated line of credit headed by
Italcementi Finance S.A. No drawings had been made at December 31, 2011;

d) in the third quarter of 2010, Italcementi Finance S.A. was granted a five-year floating-rate 920 million euro
syndicated line of credit guaranteed by Italcementi S.p.A. The group of banks was coordinated by Bank of
America, BNP Paribas, Credit Agricole, Intesa Sanpaolo, Natixis, Socit Gnrale, The Royal Bank of
Scotland and Unicredit.
The arrangement of the syndicated line of credit extinguished the similar facility for 700 million euro granted to
Ciments Franais S.A. in May 2005.
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No drawings had been made on the syndicated line of credit at December 31, 2011;

e) On November 30, 2010, Zuari Cement Ltd. refinanced a 4.2 billion rupee amortizable syndicated line of
credit, negotiating bilateral lines of credit with a pool of international banks for a total amount of 5.1 billion
Indian rupees, repayable in five years. It also arranged a bilateral line of credit repayable in five years for 20
million US dollars (approximately 900 million rupees). Full drawings had been made on these long-term
facilities at December 31, 2011.

Bond loans

f) The Italcementi Group covers its financial requirements through recourse to diversified instruments. It covers
its long-term financing requirements largely through bond issues. Specifically, Italcementi S.p.A. has launched
a Euro Medium Term Notes program (EMTN) targeting qualified investors on the European market, for a
maximum amount of 2 billion euro. This replaces the program previously in operation at Ciments Franais S.A..

The launch of the program, on March 9, 2010, is part of a broader project to optimize management of financial
operations, under which Italcementi S.p.A. has been assigned a greater role as parent responsible for the
coordination and direct implementation of financing programs for all Group operations.

Under this program, on March 16, 2010, Italcementi Finance S.A., a French subsidiary of Italcementi S.p.A.,
closed the placement of a ten-year bond loan at a fixed rate of 5.375%, for a nominal value of 750 million euro.
The bond, guaranteed by Italcementi S.p.A., is listed on the Luxembourg Stock Exchange. The program
reference material was renewed on June 30, 2011. The placement was managed by Banca IMI, BNP Paribas,
Bank of America Merrill Lynch, Socit Gnrale and Unicredit. The proceeds from the issue have been
transferred to Italcementi S.p.A. and Ciments Franais S.A. through medium/long-term intercompany loans for
210 million euro and 540 million euro respectively.
The terms and issue conditions of the program include a coupon step-up clause for 125 basis points should the
rating go beneath investment grade. After the downgrade of the Moodys rating on December 15, 2011, the
clause will be applied as from the next annual coupon due on March 19, 2013.
At December 2011, Italcementi S.p.A had effected a partial repurchase of the bonds for an overall nominal
value of 11 million euro;

g) Ciments Franais S.A. covers its long-term financial requirements largely through Italcementi Finance S.A.,
the company that coordinates and implements programs to provide funding for the entire Italcementi Group.
Consequently, it has not renewed the EMTN program reference material since July 17, 2008. The maximum
amount authorized under this program is 1,500 million euro. At December 31, 2011, notes issued under the
program totaled 515 million euro, including 500 million euro issued on March 21, 2007, assisted by ABN Amro,
Natixis and The Royal Bank of Scotland, at a fixed rate of 4.75% with a ten year maturity;

h) on February 24, 2010, Ciments Franais S.A. launched an offer for holders of its 2002 and 2006 US private
placements to repurchase any and all outstanding notes. It also reached an agreement with the note holders
permitting it to borrow funds from the parent Italcementi S.p.A. and from subsidiaries of the parent. On April 7,
2010, the offer obtained an uptake for a nominal value of 183.5 million US dollars out of a total 200 million US
dollars of notes issued in 2002, and for a nominal value of 300 million US dollars out of a total of 300 million US
dollars of notes issued in 2006. Ciments Franais S.A. repurchased all the tendered notes at a price of 1,065
US dollars for each note with a nominal value of 1,000 US dollars, in addition to accrued interest. The amount
was paid on April 14, 2010. The remaining notes for 16.5 million US dollars relate to the ten-year issue of
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November 15, 2002, at a fixed rate of 5.63%. They continue to be regulated by the issue contracts and related
supplementary agreements;

Billets de Trsorerie issue program

i) On October 17, 2011, Italcementi Finance S.A. was authorized by the Bank of France to issue a Billets de
Trsorerie program for a maximum amount of 800 million euro. The program, guaranteed by Italcementi S.p.A.,
has an NP Moodys rating and an A3 Standards & Poors rating. The operation was managed by Natixis, with
Bred Banque Populaire, Credit Agricole CIB, Credit Industriel et Commercial, HSBC France, ING Belgium S.A.,
Natixis and Socit Gnrale as bookrunners. The program was granted a STEP label on October 24, 2011.
The program (reference number #0002214) meets the criteria of the STEP market convention.

Main intragroup relations:

j) In 2011, after finalization of a bilateral bank line of credit arranged by Italcementi Finance S.A., Italcementi
S.p.A. obtained from Italcementi Finance S.A. a 50 million euro five-year renewable line of credit. No drawings
had been made on the line at December 31, 2011;

k) In the third quarter of 2011, Ciments Franais S.A. obtained a 200 million euro short-term line of credit from
Italcementi Finance S.A. maturing on July 31, 2012, replacing the previous facilities at 364 days. No drawings
had been made on the line at December 31, 2011;

l) In the first half of 2010, concomitantly with the Italcementi Finance S.A. bond issue, Italcementi S.p.A.
obtained two ten-year loans from Italcementi Finance S.A., one at a fixed rate and one at a floating rate, for a
total amount of 210 million euro;

m) During the first half of 2010, Italcementi S.p.A. took part in financing the repurchase offer on the Ciments
Franais S.A. US Private Placements, granting Ciments Franais S.A. a long-term 5-year floating-rate loan for
100 million euro;

n) In the third quarter of 2010, concomitantly with the finalization of the Italcementi Finance S.A. syndicated
line of credit, Italcementi S.p.A. obtained from Italcementi Finance S.A. a five-year 220 million euro renewable
line of credit. No drawings had been made on the line at December 31, 2011.

o) In the first half of 2010, Ciments Franais S.A. financed the repurchase of the US Private Placements and
the reimbursement of part of the short-term loans with a five-year long-term floating-rate loan granted by
Italcementi S.p.A. for an amount of 100 million euro and with a ten-year long-term floating-rate loan granted by
Italcementi Finance S.A. for an amount of 540 million euro;

p) In the third quarter of 2010, Ciments Franais S.A. replaced the 700 million euro five-year syndicated line of
credit maturing in May 2012, with a 700 million euro five-year renewable line of credit granted by Italcementi
Finance S.A. This made it possible to extend the average life of available lines of credit, giving Ciments
Franais S.A. debt coverage for the following 4 years. No drawings had been made on the line at December
31, 2011;

All loans and lines of credit between Ciments Franais S.A., Italcementi S.p.A. and their subsidiaries are
arranged at arms length conditions.
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As a result of the Moodys rating downgrade on December 15, 2011, the loans granted by Italcementi Finance
S.A. to Italcementi S.p.A. and Ciments Franais S.A. respectively for a total amount of 210 million euro and
540 million euro, will be subject to the applicable interest rate-increase of 125 basis points, in compliance with
the step-up clause of the 750 million euro bond issued by Italcementi Finance. The rating downgrade had no
other direct consequences on the cost of Group financing.

22.2 Management of liquidity, credit and counterparty risks
22.2.1 Liquidity risk
Cash and cash equivalents for 613.3 million euro at December 31, 2011, consist largely of short-term assets
such as short-term deposits, certificates of deposit, mutual funds. At December 31, 2011, the maximum
exposure to a single counterparty was 20%.

Due to currency regulations in Egypt, Morocco, Thailand and India, the cash and cash equivalents of the Group
companies in these countries may not be immediately available to the Ciments Franais S.A. holding (note
38.1).

Group centralized financial policy is designed to ensure that at any time debt maturing in less than two years is
less than or equal to undrawn confirmed lines of credit and liquidity.

As from 2010, under the financial policy review, Italcementi S.p.A. and Ciments Franais S.A. are the recipients
of the fund-raising activities of Italcementi Finance S.A., enabling them to improve their access to credit and
benefit from the synergies of a centralized financial policy. The policy aims to obtain loans at competitive
conditions and to ensure a balance between average debt maturity, flexibility and diversification of sources.
Consequently, Italcementi S.p.A. and Ciments Franais S.A. obtain refinancing from Italcementi Finance S.A.
through short- and long-term intragroup loans, arranged at arms length conditions.

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The tables below compare net debt (excluding the fair value of derivatives and current financial assets) by
maturity with available lines of credit at the end of each period
At December 31, 2011 *
(in millions of euro)
Maturity less
than 1 year
Maturity
1 to 2 years
Maturity
2 to 3 years
Maturity
3 to 4 years
Maturity
4 to 5 years
Maturity more
than
5 years
Total
Non-current financial liabilities - 409.1 271.9 32.8 3.7 1,381.8 2,099.3
Current financial liabilities (**) 581.0 581.0
Amount due to banks 152.2 152.2
Cash and cash equivalents (613.3) (613.3)
Total 119.9 409.1 271.9 32.8 3.7 1,381.8 2,219.2
Confirmed lines of credit,
available at end of each period
1,687.0 1,490.0 1,170.0 100.0 - -
(**) of which "billets de trsorerie" 70
(*) excluding fair value of derivatives


At December 31, 2010 *
(in millions of euro)
Maturity less
than 1 year
Maturity
1 to 2 years
Maturity
2 to 3 years
Maturity
3 to 4 years
Maturity
4 to 5 years
Maturity more
than
5 years
Total
Non-current financial liabilities - 359.1 456.8 166.7 204.5 1,380.4 2,567.5
Current financial liabilities (**) 358.5 358.5
Amount due to banks 158.0 158.0
Cash and cash equivalents (575.2) (575.2)
Total (58.7) 359.1 456.8 166.7 204.5 1,380.4 2,508.8
Confirmed lines of credit,
available at end of each period
1,670.0 1,670.0 1,373.0 973.0 - -
127 50 177.0
(*) excluding fair value of derivatives
(**) of which "billets de trsorerie" linked to medium/long term confirmed lines
of credit


At December 31, 2011, the average maturity of Group gross debt was 4 years and 7 months (5 years and 4
months at December 31, 2010).
Short-term liabilities included billets de trsorerie for 70 million euro (177 million euro at December 31, 2010,
classified under long-term liabilities).
At December 31, 2011 the Group had 2,506 million euro of confirmed lines of credit, of which 1,907 million euro
undrawn and immediately available (2,777 and 2,061 million euro respectively at December 31, 2010).

22.2.2 Covenants
In addition to the customary clauses, some of the Groups financing contracts include covenants requiring
compliance with financial ratios, fixed for the most part at the year end. For bilateral or syndicated lines of credit
and borrowings, failure to comply with covenants leads to termination and consequent early repayment,
however these clauses also include a stand-by period prior to actual execution. Lines of credit and financing
contracts do not contain rating triggers that would lead to early repayment. Some financing contracts involve
assumption of negative pledges to the counterparty, although these are limited to specific instances that do not
substantially compromise the Groups ability to finance or refinance its operations.

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At December 31, 2011, lines of credit and loans subject to covenants accounted for 14% of total drawings
represented by gross debt (2,721 million euro at December 31, 2011, expressed at nominal value, excluding
the fair value effects of derivatives).
At December 31, 2011, the Group complied with all contractual commitments; covenant-related financial ratios
were well within the contractual limits agreed by the loans in question. The Group expects to comply with its
covenants for the next 12 months and will provide information as appropriate should its financial situation
deteriorate.

22.2.3 Credit risk
In compliance with Group procedures, customers electing extended terms of payment are vetted for credit
worthiness before and during the life of the contract. Credit checks take the form of customer-balance
monitoring by the administrative department, whose procedures also regulate provisions for overdue
receivables at regular intervals.
The concentration of trade credit risks is limited by virtue of the Groups broadly based and uncorrelated
customer portfolio. For this reason, management believes that no further provisions for credit risks will be
necessary beyond the amounts normally provided for uncollectible and doubtful receivables.

22.2.4 Counterparty risk
Currency and interest-rate instruments are transacted only with counterparties with high ratings, selected on
the basis of a number of criteria: ratings attributed by specialist agencies, assets and equity as well as the
nature and maturity of transactions. The majority of counterparties are leading international banks.
No financial instruments are negotiated with counterparties in geographical regions exposed to political or
financial risks. All counterparties are in Western Europe or in the USA.


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22.3 Financial assets and liabilities
The table below sets out the carrying amount and fair value of financial assets and liabilities at December 31,
2011:
(in millions of euro)
Fair Value Carrying
amount
Fair Value Carrying
amount
FINANCIAL ASSETS AT FAIR VALUE
Assets originally designated at fair value
Cash and cash equivalents without short-term deposits (note 38.1) 355.6 355.6 239.1 239.1
Assets classified as held for trading
Fair value of derivatives (note 22.3.1) 101.2 101.2 52.5 52.5
HELD-TO-MATURITY INVESTMENTS
LOANS AND RECEIVABLES
Short-term deposits (note 38.1) 257.7 257.7 336.2 336.2
Trade receivables (note 12) 857.3 857.3 738.6 738.6
Other current assets 2.9 2.9 3.0 3.0
Other financial assets without concessions, licenses paid in advance and
derivatives (note 10) 193.8 193.8 138.3 138.3
Equity investments, bonds and financial assets 36.0 36.0 249.9 249.9
AVAILABLE-FOR-SALE FINANCIAL ASSETS
Other equity investments (note 9) 88.2 88.2 200.2 200.2
FINANCIAL LIABILITIES AT FAIR VALUE
Liabilities originally designated at fair value - - - -
Liabilities classified as held for trading
Fair value of derivatives (note 22.3.1) 37.3 37.3 47.6 47.6
OTHER FINANCIAL LIABILITIES
Trade payables 648.2 648.2 588.6 588.6
Other current liabilities 70.6 70.6 113.4 113.4
Finance lease payables 19.3 19.3 17.6 17.6
Floating-rate financial liabilities 1,288.4 1,288.4 1,469.3 1,469.3
Fixed-rate financial liabilities 1,456.5 1,395.6 1,461.9 1,422.2
Amounts due to banks 114.3 114.3 158.0 158.0
Other short-term financing 14.9 14.9 16.9 16.9
Purchase commitments on non-controlling interests 67.8 67.8 63.7 63.7
December 31, 2011 December 31, 2010


Trade receivables and payables are current assets and liabilities and are carried at amounts that are
reasonable approximations of their fair value.
Derivatives are measured and recognized at fair value. The fair value of interest-rate contracts is determined
on the present value of cash flows using the zero coupon curve.
The fair value of forward currency purchase contracts is based on the current exchange rates of contracts with
similar maturity profiles.
The fair value of foreign currency payables and receivables is determined using closing rates. The fair value of
fixed-rate payables and receivables is based on a fixed rate with no credit margin, net of transaction costs
directly related to the financial asset or liability.

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22.3.1 Fair value of derivatives
The table shows the fair value of financial instruments reflected in the statement of financial position,
subdivided by type of hedge:
(in thousands of euro) Assets Liabilities Assets Liabilities
Derivatives - interest rates 379 3,023 200 5,368
Future cash flow hedges 379 2,728 - 5,017
Trading - 295 200 351
Derivatives - exchange rates 5,614 20,466 4,507 13,572
Future cash flow hedges 4,237 37 1,393 882
Fair value hedges 1,377 20,301 3,079 12,359
Trading - 128 35 331
Total current instruments 5,993 23,489 4,707 18,940
Derivatives - interest rates 95,257 13,786 46,986 28,640
Future cash flow hedges - 5,498 105 8,716
Fair value hedges 95,257 8,288 46,881 19,924
Derivatives - exchange rates - - 769 -
Fair value hedges - - 769 -
Total medium/long-term instruments 95,257 13,786 47,755 28,640
Total 101,250 37,275 52,462 47,580
December 31, 2011 December 31, 2010


Medium/long-term derivatives on interest rates reflected under assets for 95.3 million euro mainly refer to fixed-
rate to Euribor-indexed floating-rate interest-rate swaps hedging part of the 500 million euro bond loan issued
by Ciments Franais S.A. for 22.0 million euro and part of the 750 million euro debenture issued by Italcementi
Finance S.A. for 72.4 million euro; both bond loans were fixed-rate issues under the respective EMTN
programs; at December 31, 2010, the derivatives were carried under assets at 15.0 million euro and 15.6
million euro respectively.

The Group does not set up hedges on sales and purchases of shares.

Derivatives on trading exchange rates and interest rates refer to assets that do not qualify for recognition with
hedge accounting criteria.

The fair value of derivatives relating to EUA and CER transactions was 6.6 million euro at December 31, 2011,
of which -13.9 million euro reflected under Other current liabilities, 22.6 million euro under Other current
assets, -11.7 million euro under Other non-current liabilities and 9.6 million euro under Other non-current
assets.
2011 derivative transactions on emission rights had a negative impact of 5.9 million euro on profit before tax
and an impact of 11.0 million euro on equity.

The fair value of derivatives relating to transactions on electricity at December 31, 2011, was 0.5 million euro,
reflected under Other current liabilities for 0.8 million euro and Other current assets for 0.3 million euro.
In 2011 derivative transactions on electricity generated an immaterial impact on profit before tax and an impact
of -0.5 million euro on equity.

The fair value of derivatives relating to transactions on tin(II) sulfate at December 31, 2011, was immaterial.

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22.3.2 Fair value hierarchy
In determining and documenting the fair value of financial instruments, the Group uses the following hierarchy
based on different measurement methods:
level 1: financial instruments with prices quoted on active markets;
level 2: prices quoted on active markets for similar financial instruments, or fair value determined with other
measurement methods where all significant inputs are based on observable market data;
level 3: fair value determined with measurement methods where no significant input is based on observable
market data.

At December 31, 2011, financial assets and liabilities stated at fair value were subdivided as follows:
December 31,
2011
Level 1 Level 2 Level 3
(in millions of euro)
Mutual funds (note 38.1) 252.0 252.0
Derivatives - assets (note 22.3.2) 101.2 101.2
Equity investments, bonds and financial assets 9.1 9.1
Other equity investments (note 9) 88.2 35.1 53.1
Derivatives - liabilities (note 22.3.2) 37.3 37.3
Purchase commitments on non-controlling interests (note 23) 67.8 67.8

No portfolio reclassifications of financial assets from categories measured at fair value to categories measured
at amortized cost were made by the Group, either in 2011 or in 2010.

22.4 Interest-rate risk management
The Group interest-rate risk management policy is designed to minimize the cost of net financial liabilities and
reduce exposure to fluctuation risks. It hedges two types of risk:

1. The risk of variations in the market value of fixed-rate borrowing and lending transactions. Group fixed-rate
debt is exposed to an opportunity cost risk in the event of a fall in interest rates. A change in interest rates will
affect the market value of fixed-rate assets and liabilities and impact the consolidated profit or loss in the event
of liquidation or early repayment of these instruments;

2. The risk linked to future flows arising from floating-rate borrowing and lending transactions. A change in
interest rates will have a negligible impact on the market value of floating-rate financial assets and liabilities but
will affect finance costs and, consequently, future profits.

The Group manages this dual risk as part of its general policy, performance targets and risk reduction targets
by giving priority to hedges on future flows over the short- and medium-term and to hedges against the market
value risk over the long term, within the specified limits.

It hedges interest-rate risks mainly by arranging interest-rate swaps, forward-rate agreements and interest-rate
options with top-ranking banks. Exposure in derivatives may never exceed the value of the underlying.

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22.4.1 Interest-rate risk hedging
The table below sets out the notional value of interest-rate derivatives by maturity:
(millions of euro)
Maturity
less then
1 year
Maturity
1 to 2
years
Maturity
2 to 5
years
Maturity
more then
5 year
Total
Fair value hedges
SWAPs riceive Fixed / pay Floating
165 M 4,75% Euribor 3M+ 0,626% - - - 165.0 165.0
650 M 5,375% Euribor 3M+2.284% - - - 650.0 650.0
Total - - - 815.0 815.0
Cash flow hedges
SWAPs riceive Floating / pay Fixed
200 M Euribor 3M 2,479% 100.0 - 100.0 - 200.0
100,6 M Euribor 6M 2,697% 25.2 25.2 50.2 - 100.6
25 MUSD Libor 3M 2,06% 19.3 - - - 19.3
133,5 MUSD Libor 3M 1,25% 100.7 - - - 100.7
Cash flow hedges OPTIONS -
Cap/Floor Euribor 3M 120.0 120.0
Total 365.2 25.2 150.2 - 540.6
Trading
SWAPs riceive Floating / pay Floating
114 M Euribor 3M + 0,50% - Euribor 3M+ 0,325% - - - -
SWAPs riceive Floating / pay Fixed -
0,8 M Euribor 3M 1,95% 0.2 0.2 0.4 - 0.8
-
Trading OPTIONS -
Cap/Floor Euribor 3M 75.0
Total 75.2 0.2 0.4 - 75.8
Total 440.4 25.4 150.6 815.0 1,431.4


22.4.2 Exposure to interest-rate risk
At December 31, 2011, 56% of Group net debt (not including the fair value of derivatives) was at a fixed rate or
hedged against the risk of rate increases. 42% of fixed-rate commitments arose from swapped contracts
initially arranged at floating rates.

Hedges are stated at nominal value for the period in question (consistently with instrument maturity) and do not
include fixed-rate to fixed-rate contracts.

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22.4.3 Net debt at inception and after interest-rate hedging
The evolution of net debt at December 31, 2011, is illustrated in the table below:
(in millions of euro)
12.31.2011 < 1 year 1 - 2 years 2 - 5 years Beyond
Fixed-rate financial liabilities 1,403.9 46.4 32.3 6.0 1,319.2
Fixed-rate financial assets - - - - -
Fixed-rate ND at inception 1,403.9 46.4 32.3 6.0 1,319.2
Fixed- to floating-rate hedges (815.0) (815.0)
Floating- to fixed-rate hedges 421.4 245.4 25.4 150.6 -
Fixed-rate ND after hedging 1,010.3 291.8 57.7 156.6 504.2
Floating-rate financial liabilities 1,428.6 686.8 376.7 301.9 63.2
Floating-rate financial assets (675.5) (653.6) - (5.4) (16.5)
Floating-rate ND at inception 753.1 33.2 376.7 296.5 46.7
Fixed- to floating-rate hedges 815.0 - - - 815.0
Floating- to fixed-rate hedges (421.4) (245.4) (25.4) (150.6) -
Optional hedges (195.0) (195.0) - - -
Floating-rate ND after hedging 951.7 (407.2) 351.3 145.9 861.7
Optional hedges 195.0 195.0 - - -
Fair value of derivatives, net (64.0) 17.6 2.4 8.2 (92.2)
Net debt 2,093.0 97.2 411.4 310.7 1,273.7
Maturity


At December 31, 2011, a +0.5% change in the interest-rate curve would have an impact of 4.8 million euro,
that is, 5.6 % of 2011 net finance costs. The impact on interest-rate derivatives in portfolio would be +5.9
million euro on equity and -3.8 million euro on profit before tax; the latter effect would be countered by an effect
of +4.4 million euro on fixed-rate liabilities with fair value hedges.

At December 31, 2011, a -0.5% change in the interest-rate curve would have an impact of +4.8 million euro,
that is, 5.6% of 2011 net finance costs. The impact on interest-rate derivatives in portfolio would be -6.2 million
euro on equity and -5.0 million euro on profit before tax; the latter effect would be countered by an effect of -4.5
million euro on fixed-rate liabilities with fair value hedges.


22.5 Management of currency risk
The Group companies are structurally exposed to currency risk on cash flows from business operations and
financing operations denominated in currencies other than their respective reporting currencies.

The Group companies operate chiefly on their respective local markets. Consequently, invoiced amounts and
operating expenses are denominated in the same currency and exposure of operating cash flows to currency
risk is not particularly significant, with the exception of fuel, spare parts and investments for construction of new
plants.

Group policy requires borrowings or investments to be made in local currency, except in the case of hedges of
foreign-currency cash flows. However, the Group may adapt this general policy to take account of specific
macro-economic conditions in certain geographical areas (hyperinflation, high interest rates, liquidity,
translations).
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With regard to financing for subsidiaries, the Group may also arrange facilities in a currency other than that of
the loan to the subsidiary.

Group policy is to hedge exposure whenever the market makes this possible. Net exposure of each entity is
determined on the basis of expected net operating cash flows over one to two years and financing
denominated in currencies other than the local currency.

The Group hedges exposure to currency risk with forward currency purchase and sale contracts, currency
swaps that translate loans and borrowings generally denominated in euro at inception into foreign currency, as
well as options.
These hedges are arranged with leading banks.

The impact of foreign currency translation on subsidiaries equity is recorded in a separate equity caption.


22.5.1 Exposure to currency risk
Consolidated net exposure by currency of financial assets and liabilities denominated in currencies other than
the local currency is illustrated below:
(in millions of euro) Euro (*) USD (*) Other (*)
Financial assets () 3.1 689.5 9.8
Financial liabilities () (27.8) (39.5) (97.8)
Derivatives - (566.7) 89.2
Net exposure (24.7) 83.3 1.2
(*) assets and liabilities are expressed at nominal value in euro when the local currency is not euro
() excluding trade payables and receivables


Foreign currency exposure refers mainly to the US dollar, the Thai baht, the Moroccan dirham, the Egyptian
pound and the Indian rupee. No hedging is set up on net investments in these subsidiaries.
At December 31, 2011, a 1% change in the exchange rate with the euro, in cases where the local currency is
not euro, would have had an impact of +35.6 million euro on equity, of which +8.3 million euro on non-
controlling interests.

At December 31, 2011, a 10% rise in the US dollar would have an impact on exchange-rate derivatives in
portfolio of +9.9 million euro on equity and -39.3 million euro on profit before tax. A 10% decrease in the US
dollar would have an impact on exchange-rate derivatives in portfolio of -9.9 million euro on equity and +39.3
million euro on profit before tax.

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22.5.2 Currency risk hedges
Currency risk hedges stated at the closing rates are illustrated below:
(in millions of euro)
December 31,
2011
December 31,
2010
Forward purchases
Cash flow hedges
US dollars 98.9 35.1
Others 0.4 -
Fair value hedges
US dollars 6.4 41.8
Others 100.7 40.1
Trading
US dollars -
Others -
Total 206.4 117.0
Forward sales
Fair value hedges
US dollars 489.4 500.2
Others 11.5 10.9
Trading
US dollars 2.8 1.3
Total 503.7 512.4
Options
Cash flow hedges
US dollars 0.0 31.7
Fair value hedges
US dollars - -
Trading
US dollars - 8.1
Total 0.0 39.8
Cross currency swaps
Fair value hedges
US dollars 103.2 100.7
Total 103.2 100.7
TOTAL 813.3 769.9


All currency risk hedges expire within 12 months.


22.6 Management of commodity risk
CO
2

The Groups European subsidiaries are exposed to market fluctuations on CO
2
emission rights prices, in
connection with their surplus or deficit on the quotas allocated by their respective national governments.
Trades on emission rights markets are transacted by the parent, Italcementi S.p.A., which since 2010 has also
operated on behalf of the Groups other European subsidiaries under an agency basis.
From 2008 to 2011, the Group transacted forward EUA-CER swaps (forward EUA sales and forward CER
purchases) distributed in the period 2009-2013, to diversify and optimize its CO
2
emission rights portfolio.
Furthermore, in 2010 and 2011, the Group arranged price risk hedges with respect to the sales of surplus
emission rights planned in the fourth quarter of 2010 for 2011 and 2012.
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In 2011, in view of the surplus accumulated and the macroeconomic and industry scenario, the Group sold
EUAs on the spot market for 62.1 million euro (55.8 million euro in 2010).

Electricity
In 2011, the Group arranged price risk hedges on electric power purchases for 2011 and 2012.

Tin(II) sulfate
In 2011, the Group arranged a modest volume of price risk hedges on tin(II) sulfate purchases for 2011 and
2012.


22.7 Management of equity risk
The Group is exposed to market fluctuations on listed shares held in portfolio recognized under Other equity
investments. Treasury shares held by Italcementi S.p.A. are measured at cost and deducted against equity
under the Treasury shares reserve (note 16).
Equity investments treated as available-for-sale financial assets are recognized under Other equity
investments (see note 9) and refer mainly to the Goltas Cimento listed equity investment.
The risk of fluctuations in the value of these equity investments is not actively managed with financial hedging
instruments.

22.8 Hedge Accounting
The effects arising from application of hedge accounting rules are summarized below.

The specific equity reserve reflects fair value gains and losses on the effective component of cash flow hedges
only.

New derivatives recognized in equity totaled +3.3 million euro at December 31, 2011 (+2.2 million euro at
December 31, 2010). The eliminated portion of the reserve relating to instruments that expired in 2010
amounted to +12.0 million euro at December 31, 2011, compared with +21.4 million euro at December 31,
2010. The changes in equity relating to derivatives traded in 2010 and still in portfolio at December 31, 2011,
amounted to -1.8 million euro (-12.0 million euro at December 31, 2010).

The non-effective component of cash flow hedges in portfolio at December 31, 2011, recognized in profit or
loss was immaterial in both 2011 and 2010.

With reference to fair value hedges in portfolio at December 31, 2011, the amount taken to profit or loss totaled
+3.1 million euro for 2011 (+6.5 million euro for 2010). Recognized amounts attributable to underlying risk
hedged during the year totaled -3.3 million euro at December 31, 2011 (-6.7 million euro at December 31,
2010). These amounts are taken to profit or loss as gains and losses on interest-rate and currency derivatives
(note 30).
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23. Other current liabilities
(in thousands of euro)
December 31, 2011 December 31, 2010
Due to employees 105,577 108,268
Due to social security authorities 56,652 55,291
Due to tax authorities 80,321 75,627
Derivatives 37,342 19,838
Purchase commitments on non-controlling interests 67,768 63,749
Advances from customers 73,522 61,283
Other amounts due 186,171 220,818
Total 607,353 604,874


Derivatives are discussed in note 22.3.2 Fair value of derivatives.
Other amounts due comprises amounts due to suppliers for non-current assets.

24. Commitments
(in millions of euro)
December 31, 2011 December 31, 2010
Collateral given
- Pledges 12.6 10.0
- Liens and mortgages 119.3 89.0
Total collateral given 131.9 99.0
Deposits, guarantees, sureties and other 117.8 118.3
Total 249.7 217.3


At December 31, 2011, collateral consisted mainly of mortgages and liens securing loans and borrowings at the
Indian subsidiaries.

Contracts and orders issued for investments amounted to 83.6 million euro at December 31, 2011. They
referred mainly to property, plant and equipment, as follows:
(in millions of euro)
December 31, 2011 less than 1 year 1 to 5 years more than 5 years
Commitments for property, plant and equipment purchases 83.6 71.3 12.3 -

25. Raw materials and supplies
Raw materials and supplies amounted to 1,976,767 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change
Raw materials and semifinished goods 556,444 466,446 89,997
Fuel 525,976 532,021 (6,045)
Packaging materials, machinery 290,065 270,723 19,343
Finished goods 123,945 170,957 (47,012)
Electricity, water, gas 473,238 470,334 2,904
Change in inventories of raw materials, consumables, other 7,099 23,980 (16,882)
Total 1,976,767 1,934,461 42,306



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26. Services
Services amounted to 1,138,246 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change
External services and maintenance 364,207 348,605 15,603
Transport 499,441 428,970 70,471
Legal fees and consultancy 48,084 53,508 (5,423)
Rents 85,150 72,419 12,731
Insurance 36,806 38,569 (1,764)
Other 104,558 104,612 (54)
Total 1,138,246 1,046,683 91,563


"Other consisted mainly of postal and telephone expenses, cleaning and surveillance expenses, and
communication/marketing expenses.

27. Employee expense
Employee expense totaled 947,037 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change
Wages and salaries 637,331 603,384 33,947
Social security contributions and pension fund provisions 210,662 195,374 15,288
Cost of stock option plans (183) 3,566 (3,749)
Other costs 99,228 93,929 5,299
Total 947,037 896,253 50,784


Other costs related mainly to costs of temporary personnel, canteen costs, employee insurance costs and
personnel training and recruitment.
The number of employees is shown below:
(heads) 2011 2010
Number of employees at period end 19,896 20,139
Average number of employees 20,524 20,432


27.1 Stock options
The terms and conditions of Italcementi S.p.A. stock option plans for directors and managers at December 31,
2011, are set out below:
Grant date
No. options
granted
Exercise period Exercised
options
Cancelled
options
Unexercised
options
Unit subscription
price
March 7, 2003 965,945 1.1.2006 - 12.31.2012 924,820 - 41,125 8.627
March 17, 2005 1,053,600 3.17.2008 - 3.16.2015 6,475 28,900 1,018,225 13.387
March 7, 2006 631,403 3.7.2009 - 3.6.2016 4,187 50,325 576,891 16.890
March 7, 2007 1,020,200 3.7.2010 - 3.6.2017 - 49,525 970,675 23.049
June 20, 2007 701,250 6.20.2010 - 6.19.2015 - 701,250 - 23.706
March 26, 2008 623,300 3.26.2011 - 3.25.2018 - - 623,300 12.804
June 4, 2008 1,564,750 6.4.2011 - 6.3.2018 - - 1,564,750 13.355
Total 6,560,448 935,482 830,000 4,794,966

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With reference to the stock option plan granted on June 4, 2008, for senior managers, the Board of Directors
meeting of March 4, 2011, assessed the performance targets assigned at inception, which provided for a
maximum grant of 2,000,000 options. Based on targets achieved, the Board granted a total of 1,564,750
options; the difference with respect to the maximum number of 2,000,000 generated a reduction in the plan
value of 1,709 thousand euro, with a net gain of 611 thousand euro on the 2011 income statement.

The grant date is the date of the Board of Directors meeting that approved the stock option plan.
The average residual life of unexercised options is approximately 2 years and 7 months.
The number and average exercise price of Italcementi S.p.A. options in the periods in question are set out
below:

number of options average subscription
price
number of options average subscription
price
Unexercised options at beginning of year 5,230,216 15.447 6,280,216 16.828
Granted during year
Cancelled during year * (435,250) (1,050,000)
Exercised during year
Expired during year
Unexercised options at end of year 4,794,966 15.637 5,230,216 15.447
Vested options at end of year 4,794,966 2,606,916
* in 2011, a lower number of options granted on the June 4, 2008 plan; in 2010, waiver of grant
2011 2010


The average ordinary share price in financial year 2011 was 5.9 euro (7.2 euro in 2010).
The option exercise price at December 31, 2011, was between 8.627 euro and 23.049 euro.
Only options granted after November 7, 2002, that had not vested at December 31, 2003, were measured and
recognized at the date of transition to the IFRS.

The following table sets out the details of all Group stock option plans and their cost, carried under employee
expense:
(in thousands of euro)
Grant date
Company
No. options
granted
Vesting period
March 7, 2007 Italcementi S.p.A. 1,020,200 3 years - 350
March 23, 2007 Ciments Franais S.A. 166,400 3 years - 477
June 20, 2007 Italcementi S.p.A. 701,250 3 years - (1,407)
March 26, 2008 Italcementi S.p.A. 623,300 3 years 120 555
April 14, 2008 Ciments Franais S.A. 152,900 3 years 308 1,080
June 4, 2008 Italcementi S.p.A. 1,564,750 3 years (611) 2,620
Total 4,228,800 (183) 3,675
Employee expense
2011 2010


Stock option plan fair value at the grant date is estimated using a binomial model that takes dividends into
account. The total option term is ten years. Volatility projections assume that past volatility, determined as the
annual average for the past period net of extraordinary events, is indicative of future trends.
No other stock option plan feature is taken into consideration when measuring fair value.


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28. Other operating income (expense)
Other operating expense net of other operating income amounted to 30,239 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change
Other taxes 79,850 76,346 3,504
Provision for bad debts 25,901 11,552 14,348
Provision for environmental restoration, quarries, other 66,460 71,515 (5,055)
Miscellaneous income (141,972) (99,472) (42,500)
Total 30,239 59,942 (29,704)


2011 Miscellaneous income included net capital gains of 59.8 million euro on CO
2
emission rights trading
(55.2 million euro in 2010) and income from reimbursement of new entry CO
2
quotas assigned to Italcementi
S.p.A. for the period 2008-2012; the amount, 18.9 million euro, represents the present value of the receivable
at December 31, 2011.

29. Non-recurring income (expense)
Non-recurring income net of non-recurring expense amounted to 40,744 thousand euro and referred chiefly to
gains from the sale of property, plant and equipment and intangible assets, employee expense for re-
organizations and industrial restructurings, fines and penalties.
(in thousands of euro) 2011 2010
Net gains from the sale of non-current assets 66,275 9,384
Non-recurring expenses for re-organizations (25,566) (11,850)
Other non-recurring income (expense) 35 153
Total non-recurring income (expense) 40,744 (2,313)


Net gains included the gain from the sale of Axim operations for 33.6 million euro and the net gain of 14.0
million euro from the sale of Italgen Turkey and Bares, whose main asset was the license for the Balikesir wind
farm project in Turkey.

In 2011 expense for re-organizations referred mainly to Italy, specifically the Calcestruzzi group for 14.2 million
euro and Italcementi S.p.A. for 8.1 million euro, as well as to North America for 2.6 million euro and Spain for
1.4 million euro; the item also includes the surplus of 3.3 million euro on the Calcestruzzi S.p.A. risk provision
for fines imposed by the Competition and Market Authority.


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30. Finance income (costs), exchange-rate differences and derivatives
Finance costs net of finance income and exchange-rate differences and derivatives were as follows:
(in thousands of euro) Income Costs Income Costs
Interest income 27,883 27,508
Interest expense (110,475) (133,836)
Sub total 27,883 (110,475) 27,508 (133,836)
Net interest in respect of net financial position (82,592) (106,328)
Dividends and other income from equity investments 26,036 29,831
Other finance income 20,283 8,458
Capitalized finance costs 670 8,370
Other finance costs (49,047) (34,638)
Total finance income (costs) 74,202 (158,852) 65,797 (160,104)
Gains/(losses) on interest-rate derivatives (6,852) (3,945)
Gains/(losses) on exchange-rate derivatives (11,072) 1,140
Net exchange-rate differences 479 7,302
Exchange-rate differences and derivatives - (17,445) 4,497 -
Total finance income (costs),
exchange-rate differences and derivatives (102,095) (89,810)
2011 2010


Net finance costs not considering exchange-rate differences and derivatives, amounted to 84.7 million euro
(94.3 million euro in 2010, of which 21.4 million euro relating to the buyback of the US Private Placements
notes).
Net interest in respect of the net financial position included, in 2011, net income of 2.8 million euro on the
partial repurchase of bonds and, in 2010, net costs of 15.9 million euro as the share of the cost for the
repurchase of the above-mentioned notes.
Excluding these components, net interest in respect of net debt decreased to 85.4 million euro, from 90.4
million euro in 2010.

31. Impairment on financial assets
The caption reflects an amount of 7,524 thousand euro for the reversal of the impairment loss recognized on
the Calcestruzzi group at December 31, 2010, in the fair value reserve, which was taken to income after the
consolidation of the Calcestruzzi group as from January 1, 2011.

32. Income tax expense
Income tax expense for the period was 68,811 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change
Current tax 97,638 110,285 (12,647)
Def erred tax (33,735) (45,703) 11,968
Prior-year tax and net non-recurring tax items 4,908 (3,973) 8,882
Total 68,811 60,608 8,203


In Italy, the IRES, income tax rate, applied by the parent on estimated taxable income for the year was 27.5%,
as in 2010. Taxes for Group companies in other countries are calculated using local tax rates.
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The reconciliation between the tax charge reflected in the income statement and the theoretical tax charge
does not consider IRAP, since IRAP uses a taxable base other than profit before tax.

The reconciliation between the theoretical tax charge, determined using theoretical tax rates applicable in Italy,
and the effective tax charge reflected in the consolidated income statement is set out below:
(in thousands of euro) 2011
Consolidated profit before tax 53,038
Applicable IRES tax rate % 27.5%
Theoretical tax charge 14,585
Effect of difference between parent tax rate and tax rate for the other companies
(1)
4,556
Effect of tax rate reduction for tax relief/allowances -
Tax effect on permanent differences (3,564)
Net effect for the year of unrecognized deferred taxes on temporary differences
(2)
30,922
Effect of change in tax rates
(3)
11,558
Withholdings at source 3,669
Effect of change in estimate on previously recognized/unrecognized deferred tax (1,817)
Other taxes -
Tax on profit for the year reflected in income statement, exclusing IRAP (a) 59,909
Effective tax rate, excluding IRAP and other tax items not related to the profit for the year n.s.
Other tax items not related to the profit for the year (b) 4,908
IRAP (c) 3,994
Tax on profit for the year reflected in income statement (a+b+c) 68,811
Effective tax rate n.s.
n.s. = not significant

(1) The difference between the Italian tax rate for the parent and the rates in the foreign countries where the Group operates refers principally to
France, Belgium and the USA.
(2) Refers mainly to unrecognized deferred tax assets on losses for the year in the USA:
(3) The effect of the change in tax rates refers largely to Egypt.


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33. Profit (loss) relating to discontinued operations
On March 25, 2011, the Group sold the companies in Set Group Holding Turkey, as reported in note 3
Changes in the scope of consolidation. The net sale price of 269.7 million euro generated a consolidated net
gain of 106.9 million euro after tax of 3.6 million euro.
The income statement and the statement of cash flows of the sold Set Group Holding operations are set out
below:
(in millions of euro)
Income statement 2011 2010
Revenue -
131.0
Recurring EBITDA -
(5.4)
EBITDA -
(5.1)
EBIT -
(16.5)
Profit before tax -
(17.3)
Income tax expense -
(1.5)
Profit (loss) relating to discontinued operations 106.9 (18.8)
Attributable to:
Owners of the parent 89.1
(15.4)
Non-controlling interests 17.8 (3.4)

(in millions of euro)
Statement of cash flows 2011 2010
Cash flow from operating activities -
(7.0)
Cash flow from divesting (investing) activities -
(4.8)
Cash flow from financing activities -
11.5
Translation differences -
0.3
Net cash flows from discontinued operations 256.9 (0.0)


34. Other comprehensive income
(in thousands of euro) Gross amount Tax Net amount
Other comprehensive income at December 31, 2010 69,851 1,688 71,539
Fair value gains (losses) on:
Available-for-sale financial assets (49,336) (49,336)
Derivatives 20,144 (3,142) 17,002
Translation differences (26,234) (26,234)
Share of other comprehensive income of equity accounted investees 649 649
Other comprehensive income (54,777) (3,142) (57,919)
Other comprehensive income at December 31, 2011 15,074 (1,454) 13,620



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35. Earnings per share
Earnings per share are determined on the profit for the period attributable to owners of the parent and are
stated separately for ordinary shares and savings shares.

Basic earnings per share
Basic earnings per share are computed by dividing profit for the period attributable to ordinary and savings
shareholders by the weighted average number of outstanding ordinary and savings shares for the period.
Earnings per savings shares are increased with respect to earnings per ordinary shares by an amount
equivalent to 3% of the share nominal value.
The weighted average number of shares and attributable profit are shown below:
(no. shares in thousands)
ordinary
shares
savings
shares
ordinary shares
savings
shares
No. shares at beginning of period 177,118 105,431 177,118 105,431
Treasury shares at beginning of period (3,793) (106) (3,793) (106)
Weighted average number of treasury shares purchased in period
Weighted average number of treasury shares sold in period
Weighted average number of shares at end of period 173,325 105,326 173,325 105,326
(in thousands of euro)
Attributable profit (loss) for the period (3,923) 776 26,510 19,270
(euro)
Basic earnings per share -0.023 0.007 0.153 0.183
Profit (loss) attributable to continuing operations (59,379) (32,923) 36,085 25,088
(euro)
Basic earnings per share attributable to continuing operations -0.343 0.313 0.208 0.238
2011 2010


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Diluted earnings per share
Diluted earnings per share are computed in the same way as basic earnings per share, taking account of the
dilutive effect of stock options; in 2011 this effect was zero.

The weighted average number of shares and attributable profit are set out below:
(no. shares in thousands)
ordinary shares
savings
shares
ordinary shares
savings
shares
Weighted average number of shares at end of period 173,325 105,326 173,325 105,326
Dilutive effect of stock options 1 -
Weighted average number of shares at end of period 173,325 105,326 173,326 105,326
(in thousands of euro)
Attributable profit (loss) for the period for diluted earnings per
share (3,923) 776 26,510 19,270
(euro)
Diluted earnings per share -0.023 0.007 0.153 0.183
Profit (loss) attributable to continuing operations (59,379) (32,923) 36,085 25,088
(euro)
Diluted earnings per share attributable to continuing operations -0.343 -0.313 0.208 0.238
2011 2010











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36. Transactions with related parties
Transactions with related parties in 2011 and 2010 are illustrated in the tables below:
2011
(in thousands of euro)
Revenue
(purchases)
goods and
services
Other
income
(expense)
Interest
income
(expense)
Trade
and other
receivables
(payables)
Financial
assets
(liabilities)
Parent Italmobiliare S.p.A. 322 - 1 115,542 -
(4,869) - (15) (6,551) (612)
Jointly controlled 8,185 - - 2,267 -
companies (*) (22) - - (22) -
Subsidiaries 63,207 25 555 15,063 38,619
and associates (35,799) (1,020) (148) (5,156) (512)
Other related parties 178 30 - 63 -
(1,614) - - (164) -
Total 71,892 55 556 132,935 38,619
(42,304) (1,020) (163) (11,893) (1,124)
% impact on financial statements items 1.5% 0.1% 0.7% 9.2% 5.9%
1.0% 3.4% 0.1% 0.9% 0.0%
(*) subsidiaries of Italmobiliare S.p.A.


2010
(in thousands of euro)
Revenue
(purchases)
goods and
services
Other
income
(expense)
Interest
income
(expense)
Trade
and other
receivables
(payables)
Financial
assets
(liabilities)
Parent Italmobiliare S.p.A. 349 25 18,557 75,036 4
(5,052) - (180) (3,016) (602)
Jointly controlled 7,852 6 - 2,114 -
companies (*) (13) - - (13) -
Subsidiaries 41,709 1,091 241 2,603 24,275
and associates (17,803) (1,092) (5) (1,817) (461)
Calcestruzzi group companies 93,417 2,239 2,176 28,538 223,996
(19) (1) (64) (58) (6,321)
Other related parties 1,831 49 - 403 -
(1,215) - - (171) -
Total 145,158 3,410 20,974 108,694 248,275
(24,102) (1,093) (249) (5,075) (7,384)
% impact on financial statements items 3.1% 8.0% 31.9% 9.3% 30.1%
0.6% 1.8% 0.2% 0.4% 0.2%
(*) subsidiaries of Italmobiliare S.p.A.


Statement of financial position and income statement transactions with the companies in the Calcestruzzi group
in 2010 are treated as transactions with related parties; those in 2011 were eliminated following the
consolidation of the group as from January 1, 2011.
Receivables and payables in respect of the parent Italmobiliare S.p.A. mainly refer to the effects of the tax
consolidation and to the convertible bond issued by BravoSolution S.p.A., underwritten for a nominal value of
611,554 thousand euro.
Revenue and purchases of goods and services with respect to subsidiaries and associates mainly concern
transactions with companies consolidated on a proportionate basis, notably Socit des Carrieres du
Tournaisis, Les Calcaires Girondins S.a.s., Medcem S.r.l., Atlantica de Graneles and Socit Parisienne des
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Sablires S.A., and with companies valued with the equity method, including the Ciments Quebec Inc. group,
Vassiliko Cement Ltd. and Cementi della Lucania S.p.A..
Details of other transactions with other related parties are provided in the section Dealings with other related
parties in the Directors report.
Dividends paid to the parent Italmobiliare S.p.A. in 2011 amounted to 13,169 thousand euro (13,169 thousand
euro in 2010).

36.1 Compensation to managers with strategic responsibilities
The table below sets out compensation paid during the year to managers with strategic responsibilities: the
directors, the chief operating officer and the manager in charge of preparing the financial reports (for 2011 only)
of Italcementi S.p.A. for positions held in the Group:
(in thousands of euro) 2011 2010
Short-term benefits: compensation and remuneration 11,813 9,558
Post-employment benefits: provision for leaving and end-of-term entitlements 1,260 1,257
Other long-term benefits: length-of-service bonuses and incentives 3,624 2,409
Share-based payments (stock options) 3 809
Total 16,700 14,033


37. Joint ventures
The Groups most significant joint ventures in 2011 were French construction materials companies, the
Medcem S.r.l. shipping company and the Saudi Arabian company International City for Ready Mix, active in the
ready mixed concrete industry.
The following table sets out the portion of assets and liabilities and revenue and expense reflected in the Group
consolidated financial statements:
(in millions of euro)
December 31, 2011 December 31, 2010
Current assets 30.7 30.9
Non-current assets 92.0 89.7
Total assets 122.7 120.6
Current liabilities 23.3 25.9
Non-current liabilities 14.4 21.5
Total liabilities 37.7 47.4
2011 2010
Revenue 43.4 41.9
Expense (44.6) (43.3)
Profit before tax (1.3) (1.4)



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38. Statement of cash flows
38.1 Cash and cash equivalents
Cash and cash equivalents include:
(in thousands of euro)
December 31, 2011 December 31, 2010
Bank/postal demand accounts and cash on hand 103,683 111,005
of which held by: Italcementi S.p.A. 479 946
Italcementi Finance SA - 18
Ciments Franais SA 3,008 17,543
Other Group companies 100,196 92,498
Mutual funds 251,962 128,048
of which held by: Italcementi S.p.A. - -
Italcementi Finance SA 19,566 19,976
Ciments Franais SA 151,990 40,415
Other Group companies 80,406 67,657
Short-term deposits 257,689 336,167
of which held by: Italcementi S.p.A. - -
Italcementi Finance SA - -
Ciments Franais SA - -
Other Group companies 257,689 336,167
Total 613,334 575,220


Short-term deposits have varying maturities within three months, in relation to the Groups cash requirements;
interest accrues at the respective short-term rates.
As a result of laws in force in Egypt, Morocco, Thailand and India, the cash and cash equivalents of the Group
companies in those countries are not immediately available to the holding Ciments Franais S.A.. At December
31, 2011, they amounted to 368.1 million euro (377.7 million euro at December 31, 2010).

38.2 Equity investments net of cash acquisitions
The table below itemizes the main equity investments included in the corresponding item on the statement of
cash flows:
(in millions of euro) 2011 2010
Company
Masoni - France - 9.1
Sable Wilson - Canada - 0.2
Gardawind - Italy - 1.2
Star. Co. - Italy - 2.8
Shifeng - China - 5.3
Al Badia - Syria - 4.7
Commerciale Inerti - Italy 2.3 -
Others 0.3 1.3
Total 2.6 24.6

Equity investments are shown net of the cash of the acquired companies and the change in payables for equity
investment purchases.
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38.3 Proceeds from the sale of non-current assets
The main proceeds were those realized on the sale of Axim operations for 49.9 million euro, the sale of Goltas
shares for 33.2 million euro and Bursa shares for 2.9 million euro and the sale of Italgen Turkey and Bares for
54.2 million euro.

38.4 Change in working capital
The change in working capital is illustrated in the table below:
(in thousands of euro)
2011 2010
Change in inventories (19,600) (21,923)
Change in trade receivables (31,423) 151,752
Change in trade payables 25,684 37,595
Change in other assets/liabilities 4,534 (33,613)
Total (20,805) 133,811



39. Non-recurring transactions
The following tables itemize the most significant non-recurring transactions and their impact on the Groups
equity, financial position and results of operations:

(in thousands of euro)
amount % amount % amount %
Carrying amounts 4,894,891 91,154 2,093,015
Net gains from the sale of non-current assets
66,275 1.4% 66,275 72.7% 103,988 5.0%
Non-recurring expense for re-organizations
(25,566) 0.5% (25,566) 28.0% - 0.0%
Other non-recurring income (expense)
35 0.0% 35 0.0% - 0.0%
Income tax on non-recurring transactions
(5,964) 0.1% (5,964) 6.5% - 0.0%
Total 34,780 0.7% 34,780 38.2% 103,988 5.0%
Figurative amount without non-recurring transactions 4,860,111 56,374 2,197,003

(in thousands of euro)
amount % amount % amount %
Carrying amounts 4,985,933 197,068 2,230,895
Net gains from the sale of non-current assets
9,384 0.2% 9,384 4.8% 23,385 1.0%
Non-recurring expense for re-organizations
(11,850) 0.2% (11,850) 6.0% - 0.0%
Other non-recurring income (expense)
153 0.0% 153 0.1% - 0.0%
Income tax on non-recurring transactions
647 0.0% 647 0.3% - 0.0%
Non-recurring taxes
2,763 0.1% 2,763 1.4% - 0.0%
Total 1,097 0.02% 1,097 0.6% 23,385 1.0%
Figurative amount without non-recurring transactions 4,984,836 195,971 2,254,280
Net debt Equity Profit for the period
2011
2010
Equity Profit for the period Net debt

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40. Audit fees
(as per CONSOB Resolution no.11971, May 14, 1999, art. 149-duodecies, par 1):
Details of the fees paid by the Italcementi Group in financial year 2011 to the Independent Auditors KPMG
S.p.A. and to the companies of the KPMG network:
Services provided to the Group
(in thousands of euro)
KPMG S.p.A.
Other italian companies
in the KPMG
network
Other foreign companies
in the KPMG
network
Audit services 638 - 1,251
Other attestation services 5 - 56
Other legal, fiscal and corporate services - 315 72
Total 643 315 1,379


41. Events after December 31, 2011
No significant events have taken place since closure of the financial year that require amendments to or
additional comments on the Groups financial position and results of operations as at and for the year ended
December 31, 2011.

In 2012
In February the Group signed an agreement with Cimsa Cimento Sanayi ve Ticaret A.S. for the sale of the
remaining 51% of the capital of Afyon Cimento Sanayi Turk A.S. The overall sale price has been set at
57,530,000 Turkish lire, equivalent to approximately 25 million euro. The shares will be transferred to Cimsa
and the payment made after approval has been obtained from the authorities and all conditions of the
agreement fulfilled. The final price may be subject to the usual contractual adjustments.



Bergamo, March 2, 2012
For the Board of Directors
The Chairman
Giampiero Pesenti
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Annexes
Direct Indirect %
Parent company
Italcementi S.p.A. Bergamo I 282,548,942.00 Line-by-line
Aliserio S.r.l. Bergamo I 2,270,000.00 90.00 - 90.00 Italcementi S.p.A. Line-by-line
Azienda Agricola Lodoletta S.r.l. Bergamo I 10,400.00 75.00 - 75.00 Italcementi S.p.A.
B2E Markets France S.A.R.L. Paris F 20,000.00 - 100.00 100.00 BravoSolution US, Inc. Line-by-line
BravoBus S.r.l. Bergamo I 600,000.00 - 51.00 51.00 BravoSolution S.p.A. Line-by-line
BravoSolution Benelux B.V. Almere NL 250,000.00 - 100.00 100.00 BravoSolution S.p.A. Line-by-line
BravoSolution Brasil Servios
de Tecnologia Ltd.a
Sao Paulo BR BRL 500.00 - 99.99 99.99 BravoSolution Mexico S.r.l. de C.V.
BravoSolution China Co. Ltd. Shanghai PRC CNY 80,000.00 - 100.00 100.00 BravoSolution S.p.A. Line-by-line
BravoSolution Espana S.A. Madrid E 120,400.00 - 99.99 99.99 BravoSolution S.p.A. Line-by-line
BravoSolution France S.a.s. Boulogne F 3,254,150.00 - 100.00 100.00 BravoSolution S.p.A. Line-by-line
Billancourt
BravoSolution GmbH Unterhaching D 1,000,000.00 - 100.00 100.00 Bravosolution S.p.A. Line-by-line
BravoSolution Mexico S.r.l. de C.V. Mexico City MEX MXN 3,200,000.00 - 100.00 99.99 BravoSolution S.p.A. Line-by-line
0.01 BravoSolution Espana S.A.
BravoSolution S.p.A. Bergamo I 29,302,379.00 83.01 - 83.01 Italcementi S.p.A. Line-by-line
BravoSolution Software, Inc. Wilmington USA - - - 100.00 100.00 BravoSolution US, Inc. Line-by-line
BravoSolution UK Ltd. London GB GBP 50,000.00 - 100.00 100.00 BravoSolution S.p.A. Line-by-line
BravoSolution US, Inc. Harrisburg USA USD 1.00 - 100.00 100.00 BravoSolution S.p.A. Line-by-line
BravoSolution Technologies Ltd. Guildford GB GBP 50,000.00 - 100.00 100.00 BravoSolution US, Inc. Line-by-line
C.T.G. S.p.A. Bergamo I 500,000.00 50.00 50.00 50.00 Italcementi S.p.A. Line-by-line
50.00 Ciments Franais S.A.
C.T.G. Devnya EAD
Devnya BUL BGN 200,000.00 - 100.00 100.00 C.T.G. S.p.A. Line-by-line
CTG USA LLC Nazareth USA - - - 100.00 90.00 C.T.G. S.p.A. Line-by-line
10.00 Essroc Cement Corp.
Calcementi Jonici S.r.l. Siderno (RC) I 9,000,000.00 99.90 0.10 99.90 Italcementi S.p.A. Line-by-line
0.10 Italcementi Ingegneria S.r.l.
Calcestruzzi S.p.A. Bergamo I 110,000,000.00 99.90 0.10 99.90 Italcementi S.p.A. Line-by-line
0.10 Italcementi Ingegneria S.r.l.
Cava delle Capannelle S.r.l. Bergamo I 31,200.00 - 49.00 49.00 Calcestruzzi S.p.A.
Cementi della Lucania S.p.A. Potenza I 619,746.00 30.00 - 30.00 Italcementi S.p.A. Equity
Cementificio di Montalto S.p.A. Bergamo I 10,000,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Commerciale Inerti S.r.l. Casalpusterlengo(LO) I 52,000.00 - 33.00 33.00 Esa Monviso S.p.A. Equity
E.S.A. Monviso S.p.A. Bergamo I 1,340,000.00 - 100.00 100.00 Calcestruzzi S.p.A. Line-by-line
Ecoinerti S.r.l. Recanati (MC) I 91,800.00 - 50.00 50.00 Calcestruzzi S.p.A. Proportionate
Gardawind S.r.l. Vipiteno (BZ) I I 100,000.00 - 49.00 49.00 Italgen S.p.A. Equity
Generalcave S.r.l. Fiumicino (RM) I 31,200.00 - 50.00 50.00 Calcestruzzi S.p.A. Equity
Gruppo Italsfusi S.r.l. Savignano s/P. (MO) I 156,000.00 99.50 0.50 99.50 Italcementi S.p.A. Line-by-line
0.50 Italcementi Ingegneria S.r.l.
i.FotoGuiglia S.r.l. Turin I 14,290.00 - 30.00 30.00 Italgen S.p.A. Equity
I.GE.PO. - Impresa Gestione Vibo Valentia I 25,500.00 18.00 - 18.00 Italcementi S.p.A.
Porti S.r.l. - winding up
Ing. Sala S.p.A. Sorisole (BG) I 5,858,722.00 - 100.00 99.90 Nuova Sacelit S.r.l. Line-by-line
0.10 Italcementi Ingegneria S.r.l.
International City for Ready Mix Jeddah SA SAR 100,000,000.00 50.00 - 50.00 Italcementi S.p.A. Proportionate
Italcementi Finance Puteaux F 20,000,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Italcementi Ingegneria S.r.l. Bergamo I 650,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Company Registered office
Interest held by Group companies
Share capital Method
138
Annex 1
The following table has been prepared in accordance with CONSOB Resolution no. 11971, art. 126, of May
14, 1999, which requires listed companies to disclose their investments in unlisted companies when such
investments exceed 10% of the companies' voting capital.
The table also indicates the consolidation method and shows investments valued with the equity method.
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Italgen Maroc Ener S.A. Casablanca MAR MAD 8,000,000.00 - 100.00 99.99 Italgen S.p.A. Line-by-line
0.01 Procimar S.A.
Italgen Maroc S.A. Casablanca MAR MAD 300,000.00 - 99.87 99.87 Italgen S.p.A. Line-by-line
Italgen Misr for Energy SAE Cairo EGY LE 35,000,000.00 - 100.00 98.00 Italgen S.p.A. Line-by-line
1.00 Helwan Cement Co.
1.00 Suez Cement Company SAE
Italgen S.p.A. Bergamo I 20,000,000.00 99.90 0.10 99.90 Italcementi S.p.A. Line-by-line
0.10 Italcementi Ingegneria S.r.l.
Italterminali S.r.l. Bergamo I 10,000.00 - 100.00 99.50 Cementificio di Montalto S.p.A. Line-by-line
0.50 Italcementi Ingegneria S.r.l.
Les Ciments de Zouarine S.A. - in liq. Tunis TN TND 80,000.00 49.93 - 49.93 Italcementi S.p.A.
Mantovana Inerti S.r.l. Castiglione delle I 702,000.00 - 50.00 50.00 Calcestruzzi S.p.A. Proportionate
Stiviere (MN)
Nuova Sacelit S.r.l. Sorisole (BG) I 7,500,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Procalmi S.r.l. winding up Milan I 51,000.00 - 11.52 11.52 Calcestruzzi S.p.A.
S.A.F.R.A. S.r.l. - winding up Bologna I 51,480.00 - 33.33 33.33 Calcestruzzi S.p.A. Equity
SAMA S.r.l. Bergamo I 1,000,000.00 99.00 1.00 99.00 Italcementi S.p.A. Line-by-line
1.00 Italcementi Ingegneria S.r.l.
San Francesco S.c.a r.l. Foligno (PG) I 5,000,000.00 - 40.00 40.00 Calcestruzzi S.p.A.
Shqiperia Cement Company Shpk Tirana ALB LEK
74,250,000.00 100.00
-
100.00 Italcementi S.p.A. Line-by-line
Silos Granari della Sicilia S.r.l. Bergamo I 7,980,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Socit Internationale Italcementi Luxembourg L 1,771,500.00 99.87 0.13 99.87 Italcementi S.p.A. Line-by-line
(Luxembourg) S.A.
0.13 Italcementi Ingegneria S.r.l.
SO.RI.TE. S.r.l. Turin I 100,000.00 - 25.00 25.00 Calcestruzzi S.p.A.
Star.co S.r.l. Naples I I 118,000.00 100.00 - 100.00 Italcementi S.p.A. Line-by-line
Vert Tech LLC Wilmington USA - - - 100.00 100.00 BravoSolution US, Inc. Line-by-line
Ciments Franais S.A. Puteaux F 143,114,304.00 83,20 0.21 83.20 Italcementi S.p.A. Line-by-line
0.21 Ciments Franais S.A.
(voting rights:
90.74 Italcementi S.p.A.)
3092-0631 Quebec Inc. St. Basile CAN CAD 6,250.00 - 100.00 100.00 Ciment Quebec Inc. Equity
Afyon Cimento Sanayi Tas Istanbul TR YTL 3,000,000.00 - 51.00 51.00 Ciments Franais S.A. Line-by-line
Al Badia Cement JSC Damascus SY SYP 12,200,000,000.00 - 12.00 12.00 Menaf S.a.s.
Al Mahaliya Ready Mix Concrete WLL Safat KWT KWD 500,000.00 - 51.00 51.00 Hilal Cement Company Line-by-line
Al Manar Cement Holding S.a.s. Puteaux F 3,300,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Arrowhead Investment Company Carson City USA USD 1,000.00 - 100.00 100.00 Essroc Corporation Line-by-line
Asia Cement Energy Conservation Ltd. Bangkok TH BT 1,001,000,000.00 - 39.52 39.52 Asia Cement Public Co., Ltd. (*) Line-by-line
Asia Cement Products Co., Ltd. Bangkok TH BT 10,000,000.00 - 39.52 39.52 Asia Cement Public Co., Ltd. (*) Line-by-line
Asia Cement Public Co., Ltd. Bangkok TH BT 4,670,523,072.00 - 39.53 25.43 Ciments Franais S.A. Line-by-line
14.10 Vaniyuth Co. Ltd. (*)
Asment Temara S.A. Temara MAR MAD 495,000,000.00 - 37.01 19.99 Ciments Franais S.A. Equity
17.02 Procimar S.A.
Atlantica de Graneles y Moliendas S.A. Vizcaya E 5,000,000.00 - 50.00 50.00 Sociedad Financiera y Minera S.A. Proportionate
Axim for Industrials SAE Cairo EGY LE 15,000,000.00 - 100.00 90.00 Suez Cement Company SAE Line-by-line
5.00 Helwan Cement Co.
5.00 Tourah Portland Cement Company SAE
Betomar S.A. Casablanca MAR MAD 84,397,800.00 - 99.99 99.99 Ciments du Maroc S.A. Line-by-line
Beton.Ata LLP Almaty KAZ TEN 416,966,426.00 - 75.50 75.50 Shymkent Cement Line-by-line
Bton Contrle de Gascogne S.A. Soorts Hossegor F 40,000.00 - 37.00 37.00 Bton Contrle du Pays Basque S.a.s.
Bton Contrle de l'Adour S.a.s. Bayonne F 150,000.00 - 59.96 59.96 Bton Contrle du Pays Basque S.a.s. Line-by-line
Bton Contrle des Abers S.a.s. Lannilis F 104,000.00 - 34.00 34.00 Unibton S.a.s. Equity
Bton Contrle du Pays Basque S.a.s. Bayonne F 120,000.00 - 59.98 59.98 Unibton S.a.s. Line-by-line
Bton Mercier Inc. Chateaugauy CAN - - - 100.00 100.00 Ciment Quebec Inc. Equity
www.italcementigroup.com
139
Presentation 4
General information 15
Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Bonafini S.a.s. Argences F 45,392.00 - 100.00 96.79 Tratel S.a.s. Line-by-line
3.21 Larricq S.a.s.
Cambridge Aggregates Inc. Cambridge CAN CAD 10.00 - 60.00 60.00 Essroc Canada Inc. Line-by-line
Canteras Aldoyar S.L. Olazagutia E 1,508,510.00 - 20.00 20.00 Hormigones y Minas S.A.
Capitol Cement Corporation Winchester USA USD 1,000,000.00 - 100.00 100.00 Riverton Investment Corporation Line-by-line
Carrires Bresse Bourgogne Epervans F 387,189.00 - 66.48 66.48 Dragages et Carrires S.A. Proportionate
Centro Administrativo y de Malaga E 60,200.00 - 99.99 99.99 Sociedad Financiera y Minera S.A. Line-by-line
Servicios de Malaga S.A.
Cie pour lInvestissement Puteaux F 7,350,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Financier en Inde
Ciment Quebec Inc. St. Basile CAN CAD 19,461,161.70 - 100.00 100.00 Groupe Ciment Quebec Inc. Equity
Cimento de Bissau Limitada Guinea Bissau GNB XOF 2,000,000.00 - 99.00 99.00 Tercim S.A.
Ciment du Littoral S.A. Bassens F 37,000.00 - 99.99 99.99 Ciments Calcia S.a.s. Line-by-line
Ciments Calcia S.a.s. Guerville F 593,836,525.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Ciments du Maroc S.A. Casablanca MAR MAD 1,443,600,400.00 - 62.31 58.79 Cocimar S.a.s. Line-by-line
3.52 Procimar S.A.
Ciments du Nord Nouadhibou MAU OUG 1,340,000,000.00 - 15.00 15.00 Ciments du Maroc
Ciments Franais Europe N.V. Amsterdam NL 392,596,275.00 - 100.00 67.99 Sodecim S.a.s. Line-by-line
32.01 Ciments Franais S.A.
CIMFRA (China) Limited Puteaux F 62,116,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Ciminter S.A. Luxembourg L 53,800,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Cocimar S.a.s. Puteaux F 72,957,690.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Codesib S.a.s. Puteaux F 5,037,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Compagnie des Ciments Belges S.A. Tournai B 295,031,085.00 - 100.00 39.74 Ciments Franais S.A. Line-by-line
38.78 Ciments Franais Europe N.V.
21.40 Ciments Calcia S.a.s.
0.08 Compagnie Financire et de Participations S.A.
Compagnie Financire et de Participations S.a.s. Puteaux F 18,000,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Compania General de Canteras S.A. Malaga E 479,283.69 - 99.41 96.12 Sociedad Financiera y Minera S.A. Line-by-line
3.29 Sax S.a.s.
Conglomerantes Hidraulicos Especiales S.A. Madrid E 2,361,960.00 - 85.00 85.00 Sociedad Financiera y Minera S.A. Line-by-line
De Paepe Bton N.V. Ghent B 500,000.00 - 99.99 99.99 Compagnie des Ciments Belges S.A. Line-by-line
DECOM Egyptian Co for Development Cairo EGY LE 63,526,401.28 - 99.99 99.99 Ready Mix Production Universal Company Line-by-line
of Building Materials SAE
Decoux S.a.s. Beaucaire F 120,000.00 - 100.00 100.00 Tratel S.a.s. Line-by-line
Development for Industries Co. SAE Cairo EGY LE 15,000,000.00 - 100.00 90.00 Suez Cement Company SAE Line-by-line
5.00 Helwan Cement Co.
5.00 Tourah Portland Cement Company SAE
Devnya Bulk Services EAD Devnya BUL LEV 50,000.00 - 100.00 100.00 Devnya Cement AD
Devnya Cement AD Devnya BUL LEV 1,028,557.00 - 99.97 99.97 Marvex Bulgaria EOOD Line-by-line
Devnya Finance A.D. Devnya BUL LEV 5,000,000.00 - 50.00 50.00 Devnya Cement AD Equity
Dobrotitsa BSK A.D. Dobrich BUL LEV 88,954.00 - 26.40 26.40 Devnya Cement AD
Dragages et Carrires S.A. Epervans F 1,000,000.00 - 49.99 49.99 GSM S.a.s. Proportionate
Dragages Transports & Travaux La Rochelle F 3,947,894.00 - 50.00 33.33 GSM S.a.s. Proportionate
Maritimes S.A.
16.67 Granulats Ouest - GO
Dunkerque Ajouts Snc Paris F 6,000.00 - 34.00 34.00 Ciments Calcia S.a.s.
Ecocim S.a.s.
Casablanca MAR MAD 2,000,000.00 - 55.00 30.00 Ciments du Maroc S.A.
25.00 Asment Temara S.A.
Entreprise Lorraine dAgriculture Heillecourt F 10,000.00 - 100.00 100.00 GSM S.a.s.
ELDA S.A.R.L.
Essroc Canada Inc. Mississauga CAN CAD 258,135,174.00 - 100.00 100.00 Essroc Corporation Line-by-line
Essroc Cement Corp. Nazareth USA USD 8,330,000.00 - 100.00 100.00 Essroc Corporation Line-by-line
140
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Essroc Corporation Nazareth USA USD 1,000.00 - 100.00 100.00 Essroc International Line-by-line
Essroc International Puteaux F 244,398,096.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Essroc Ready Mix Corp Nazareth USA USD 1.00 - 100.00 100.00 Essroc Cement Corp. Line-by-line
Essroc San Juan Inc. Espinosa P.RICO USD 10,000.00 - 100.00 100.00 Essroc Cement Corp. Line-by-line
Eurarco France S.A. Le Crotoy F 1,520,000.00 - 64.99 64.99 GSM S.a.s. Line-by-line
Eurocalizas S.L. Cantabria E 723,030.00 - 33.33 33.33 Hormigones y Minas S.A.
Eurotech Cement S.h.p.k. Durres ALB LEK 273,214,000.00 - 84.00 84.00 Halyps Building Materials S.A. Line-by-line
Fraimbois Granulats S.A.R.L. Moncel les Luneville F 75,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Gacem Company Limited Serrekunda GAM GMD 4,500,000.00 - 80.00 80.00 Tercim S.A. Line-by-line
Goltas Goller Bolgesi Cimento Isparta TR YTL 20,000,000.00 - 24.03 24.03 Ciments Franais S.A.
Sanayi ve Ticaret
Granulats de la Drme S.a.s. Saint Jean de Vedas F 645,600.00 - 51.01 51.01 GSM S.a.s. Line-by-line
Granulats Ouest - GO Saint Herblain F 784,657.44 - 100.00 100.00 GSM S.a.s. Line-by-line
Graves de lEstuaire de la Gironde L.G.E.G. St. Jean de Blaignac F - - - 50.00 50.00 GSM S.a.s. Proportionate
Greyrock Inc. Nazareth USA USD 1,000.00 - 100.00 100.00 Essroc Cement Corp. Line-by-line
Groupe Ciment Quebec Inc. St. Basile CAN CAD 57,000,000.00 - 50.00 50.00 Essroc Canada Inc. Equity
GSM S.a.s. Guerville F 18,675,840.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Gulbarga Cement Limited Bengaluru IN INR 231,257,000.00 - 74.00 74.00 Zuari Cement Ltd. Line-by-line
Gulf Ready Mix Concrete Company WLL Kuwait KWT KWD 100,000.00 - 100.00 99.90 Al Mahaliya Ready Mix Concrete WLL Line-by-line
0.10 Hilal Cement Company
Halyps Building Materials S.A. Aspropyrgos GR 48,821,060.64 - 99.91 59.89 Ciments Franais S.A. Line-by-line
40.02 Sociedad Financiera y Minera S.A.
(voting rights:
59.93 Ciments Franais S.A.
39.99 Sociedad Financiera y Minera S.A.)
Helwan Cement Co. Cairo EGY LE 583,875,425.00 - 99.47 99.47 Suez Cement Company SAE Line-by-line
Helwan Bags Company SAE Helwan EGY LE 6,000,000.00 - 71.00 70.00 Helwan Cement Co. Line-by-line
1.00 Development for Industries Co. SAE
Hilal Cement Company Safat KWT KWD 6,987,750.00 - 51.00 51.00 Suez Cement Company SAE Line-by-line
Hormigones Olatzi S.A. Olazagutia E 283,804.22 - 25.00 25.00 Hormigones y Minas S.A.
Hormigones Txingudi S.A. San Sebastian E 240,560.22 - 33.33 33.33 Hormigones y Minas S.A.
Hormigones y Minas S.A. Malaga E 8,689,378.20 - 99.99 99.99 Sociedad Financiera y Minera S.A. Line-by-line
ICS Danube Cement S.r.l. Chisinau MD MDL 556,000.00 - 100.00 100.00 Devnya Cement AD Line-by-line
Immobilire des Technodes S.a.s. Guerville F 8,024,400.00 - 100.00 59.97 Ciments Franais S.A. Line-by-line
40.03 Ciments Calcia S.a.s.
Industrie Sakia el Hamra Indusaha S.A. Laayoune MAR MAD 81,680,000.00 - 91.00 91.00 Ciments du Maroc Line-by-line
Innocon Inc. Richmond Hill CAN CAD 18,300,000.20 - 50.00 50.00 Essroc Canada Inc. Equity
Innocon Partnership Agreement Inc. Richmond Hill CAN CAD 2,003.00 - 51.50 48.50 Essroc Canada Inc Equity
3.00 Innocon Inc.
Interbulk Egypt for Export SAE Cairo EGY LE 250,000.00 - 100.00 98.00 Interbulk Trading S.A. Line-by-line
1.00 Menaf S.a.s.
1.00 Tercim S.A.
Interbulk Trading S.A. Lugano CH CHF 7,470,600.00 - 99.99 84.99 Ciminter S.A. Line-by-line
15.00 Italcementi Ingegneria S.r.l.
Intercom S.r.l. Bergamo I 2,750,000.00 - 100.00 99.50 Interbulk Trading S.A. Line-by-line
0.50 Italcementi Ingegneria S.r.l.
Inversiones e Iniciativas en Aridos S.L. Madrid E 3,010.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Investcim S.A. Puteaux F 110,405,840.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Italcementi for Cement Manufacturing Libyian Tripoli LAR LYD 20,000,000.00 - 50.00 50.00 Al Manar Cement Holding S.a.s. Proportionate
Italmed Cement Company Ltd. Limassol CYP 21,063,780.00 - 100.00 100.00 Halyps Building Materials S.A. Line-by-line
Jalaprathan Cement Public Co., Ltd. Bangkok TH BT 1,200,000,000.00 - 58.96 12.42 Asia Cement Public Co., Ltd. (*) Line-by-line
37.00 Ciments Franais S.A.
9.54 Vesprapat Holding Co., Ltd. (*)
www.italcementigroup.com
141
Presentation 4
General information 15
Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Jalaprathan Concrete Products Co., Ltd. Bangkok TH BT 280,000,000.00 - 58.95 58.95 Jalaprathan Cement Public Co., Ltd. (*) Line-by-line
Johar S.a.s. Luxemont et Villotte F 1,221,632.00 - 100.00 100.00 Tratel S.a.s. Line-by-line
JTC Bangkok TH BT 10,400,000.00 - 58.95 58.95 Jalaprathan Concrete Products Co. Ltd. (*)
Kuwait German Company for Ready Kuwait KWT KWD 824,000.00 - 100.00 99.00 Al Mahaliya Ready Mix Concrete WLL Line-by-line
Mix Concrete WLL
1.00 Hilal Cement Company
Larricq S.a.s. Airvault F 508,000.00 - 100.00 100.00 Tratel S.a.s. Line-by-line
Les Calcaires Girondins S.a.s. Cenon F 100,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Les Calcaires Sud Charentes Cherves Richemont F 1,524.50 - 34.00 34.00 GSM S.a.s.
Les Graves de lEstuaire S.a.s. Le Havre F 297,600.00 - 33.33 33.33 GSM S.a.s. Proportionate
Les Quatre Termes S.a.s. Salon de Provence F 40,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Les Sables de Mezieres S.a.s St Pierre des Corps F 40,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Les Sabliers de lOdet S..a.s. Quimper F 134,400.00 - 97.47 94.93 Dragages Transports & Travaux Maritimes S.A. Proportionate
2.54 GSM S.a.s.
Lyulyaka E.A.D. Devnya BUL LEV 759,372.00 - 100.00 100.00 Devnya Cement AD Line-by-line
Marvex Bulgaria EOOD Devnya BUL LEV 89,424,100.00 - 100.00 100.00 Sociedad Financiera y Minera S.A. Line-by-line
Mauritanienne des Batiments et Routes S.A. Nouakchott MAU OUG 690,000,000.00 - 99.42 99.42 Mauritano-Franaise des Ciments Line-by-line
Mauritano-Franaise des Ciments Nouakchott MAU OUG 1,111,310,000.00 - 51.11 51.11 Ciments Franais S.A. Line-by-line
Medcem S.r.l. Naples I 5,500,000.00 - 50.00 50.00 Intercom S.r.l. Proportionate
Menaf S.a.s. Puteaux F 352,500,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
MTB - Maritime Trading & Brokerage Srl Genoa I 70,000.00 - 33.33 33.33 Interbulk Trading S.A. Equity
Naga Property Co Bangkok TH BT 100,000,000.00 - 58.95 58.95 Jalaprathan Cement Public Co. Ltd. (*) Line-by-line
Neuciclaje S.A. Bilbao E 396,669.00 - 30.00 30.00 Sociedad Financiera y Minera S.A.
Novhorvi S.A. Vitoria E 180,300.00 - 25.00 25.00 Hormigones y Minas S.A.
Parcib s.a.s. Puteaux F 40,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Procimar S.A. Casablanca MAR MAD 27,000,000.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Ready Mix Production Company SAE Cairo EGY LE 5,000,000.00 - 52.00 52.00 Suez Cement Company SAE Line-by-line
Ready Mix Production Universal Co. SAE Cairo EGY LE 15,000,000.00 - 52.00 52.00 Suez Cement Company SAE Line-by-line
Riverton Corporation Winchester USA USD 859,310.00 - 100.00 100.00 Riverton Investment Corporation Line-by-line
Riverton Investment Corporation Winchester USA USD 8,340.00 - 100.00 100.00 Essroc Cement Corp. Line-by-line
S.A. Dijon Bton Dijon F 184,000.00 - 15.00 15.00 GSM S.a.s. Equity
Saarlandische Zementgesellschaft MBH Saarbrucken D 52,000.00 - 80.00 80.00 Ciminter S.A. Line-by-line
Sablimaris S.a.s. Lanester F 4,094,776.00 - 100.00 66.28 Dragages Transports & Travaux Maritimes S.A. Proportionate
33.72 Les Sabliers de lOdet
Sable Classifie et Equipement
de Wilson Lte
Alcove CAN CAD 12,100.00 - 100.00 100.00 Essroc Canada Inc. Line-by-line
Sas des Gresillons Paris F 60,000.00 - 35.00 35.00 GSM S.a.s. Proportionate
Sax S.a.s. Guerville F 482,800.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
SCI de Balloy Avon F 20,310.00 - 100.00 100.00 GSM S.a.s. Line-by-line
SCI de Barbeau Bray sur Seine F 8,000.00 - 49.00 49.00 GSM S.a.s.
SCI des Granets Cayeux sur M. F 4,575.00 - 33.33 33.33 GSM S.a.s.
SCI du Colombier Rungis F 2,000.00 - 63.00 63.00 GSM S.a.s.
SCI Lepeltier S. Doulchard F 6,150.00 - 100.00 100.00 GSM S.a.s. Line-by-line
SCI Taponnat Cherves Richemont F 1,500.00 - 50.00 50.00 GSM S.a.s.
Scori S.A. Plaisir F 1,092,800.00 - 13.95 13.95 Ciments Calcia S.a.s.
Shaanxi Fuping Cement Co. Ltd. Shaanxi Province PRC CNY 597,000,000.00 - 100.00 100.00 CIMFRA (China) Limited Line-by-line
Shaanxi Shifeng Cement Co. Ltd. Shaanxi Province PRC CNY 100,000,000.00 - 35.00 35.00 Shaanxi Fuping Cement Co. Ltd.
Shymkent Cement Shymkent KAZ TEN 380,660,000.00 - 92.88 92.88 Ciments Franais S.A. Line-by-line
Sider Navi S.p.A. Naples I 22,000,000.00 - 20.00 20.00 Medcem S.r.l. Equity
Singha Cement (Private) Limited Colombo SRI L. LKR 397,395,770.00 - 80.16 80.16 Ciments Franais S.A. Line-by-line
Sitapuram Power Limited Hyderabad IN INR 480,000,000.00 - 50.99 50.99 Zuari Cement Ltd. Line-by-line
142
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Sociedad Financiera y Minera S.A. Madrid E 39,160,000.00 - 99.94 56.58 Sodecim S.a.s. Line-by-line
39.87 Ciments Franais Europe N.V.
3.02 Hormigones y Minas S.A.
0.47 Sociedad Financiera y Minera S.A.
(voting rights:
58.61 Sodecim S.a.s.
41.30 Ciments Franais Europe N.V.)
Socit Calcaires Lorrains Heillecourt F 40,000.00 - 49.92 49.92 GSM S.a.s. Proportionate
Socit Civile Bachant le Grand Bonval Guerville F 1,500.00 - 80.00 80.00 GSM S.a.s.
Socit Civile d'Exploitation Rheims F 3,000.00 - 90.00 50.00 Socit Civile Bachant le Grand Bonval
Agricle de l'Avesnois
40.00 GSM S.a.s.
Socit de la Grange d'Etaule Gray F 3,750.00 - 99.60 99.60 Ciments Calcia S.a.s. Line-by-line
Socit des Calcaires de Souppes
sur Loing S.C.S.L.
Souppes sur Loing F 2,145,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Socit des Carrires Tournai B 12,297,053.42 - 65.00 23.90 Ciments Franais Europe N.V. Proportionate
du Tournaisis S.C.T. S.A.
18.79 Ciments Franais S.A.
16.31 Ciments Calcia S.a.s.
6.00 Compagnie des Ciments Belges S.A.
Socit Foncire de la Petite Seine S.a.s. Saint Sauveur les Bray F 50,000.00 - 40.00 40.00 GSM S.a.s.
Socit Immobilire Marguerite VIII S.r.l. Casablanca MAR MAD 100,000.00 - 98.00 98.00 Ciments du Maroc S.A. Line-by-line
Socit Immobilire Marguerite X S.r.l. Casablanca MAR MAD 100,000.00 - 98.00 98.00 Ciments du Maroc S.A. Line-by-line
Socit Parisienne des Sablires S.A. Pont de LArche F 320,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Socli S.a.s. Izaourt F 144,960.00 - 99.99 99.99 Ciments Calcia S.a.s. Line-by-line
Sodecim S.a.s. Puteaux F 458,219,678.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Sodramaris S.n.c. La Rochelle F 7,001,000.00 - 50.00 50.00 GSM S.a.s. Proportionate
Soficem S.n.c. Puteaux F 1,000.00 - 100.00 99.00 Ciments Franais S.A. Line-by-line
1.00
Compagnie Financire et de
Partecipations S.a.s.
Srt Rouennaise de Transformation Grand Couronne F 7,500.00 - 60.00 60.00 Ciments Calcia S.a.s. Line-by-line
Ste Aquitaine de Transformation S.a.s. Saint Cloud F 10,000,000.00 - 40.00 40.00 Ciments Calcia S.a.s. Equity
Ste Extraction & Amenagement Avon F 40,000.00 - 56.40 56.40 GSM S.a.s. Proportionate
de la Plaine de Marolles S.a.s.
Stinkal S.a.s. Ferques F 1,540,000.00 - 35.00 35.00 GSM S.a.s. Equity
St. Basile Transport Inc. St. Basile CAN CAD 9,910.00 - 100.00 100.00 Ciment Quebec Inc. Equity
Suez Bag Company SAE Cairo EGY LE 20,250,000.00 - 57.84 53.32 Suez Cement Company SAE Line-by-line
4.52 Tourah Portland Cement Company SAE
Suez Bosphorus Cimento Sanayi Ticaret Istanbul TR YTL 50,000.00 - 99.99 99.99 Suez Cement Company SAE Line-by-line
Suez Cement Company SAE Cairo EGY LE 909,282,535.00 - 55.07 26.05 Menaf S.a.s. Line-by-line
12.36 Ciments Franais S.A.
11.66 Ciments du Maroc S.A.
5.00 Tercim S.A.
Suez for Import & Export Company SAE Cairo EGY EGP 3,750,000.00 - 100.00 40.00 Axim for Industrials SAE Line-by-line
40.00 Development for Industries Co. SAE
20.00 Suez for Transportation & Trade SAE
Suez for Transportation & Trade SAE Cairo EGY LE 10,000,000.00 - 100.00 55.00 Helwan Cement Co. Line-by-line
35.00 Suez Cement Company SAE
10.00 Tourah Portland Cement Company SAE
Suez Lime SAE Cairo EGY LE 7,390,000.00 - 50.00 49.00 Suez Cement Company SAE Proportionate
1.00 Tourah Portland Cement Company SAE
Tameer Betoon for Trading Doha Q QAR 200,000.00 - 49.00 49.00 Hilal Cement Company Equity
and Contracting LLC
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General information 15
Annual Report Consolidated Annual Report Directors report 28
Extraordinary session Italcementi S.p.A. Annual Report Consolidated financial statements 63
2011 Annual Report
Direct Indirect %
Company Registered office
Interest held by Group companies
Share capital Method
Technodes S.a.s. Guerville F 3,200,000.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Tecno Gravel Egypt SAE Cairo EGY LE 15,000,000.00 - 45.00 45.00 Suez Cement Company SAE Equity
Tercim S.A. Puteaux F 55,539,000.00 - 100.00 99.99 Ciments Franais S.A. Line-by-line
0.01 Sax S.a.s.
Tomahawk Inc. Wilmington USA USD 100.00 - 100.00 100.00 Essroc Cement Corp. Line-by-line
Tourah Portland Cement Company SAE Cairo EGY LE 357,621,000.00 - 71.93 66.12 Suez Cement Company SAE Line-by-line
5.81 Menaf S.a.s.
Trabel Affretement Gaurain Ramecroix B 61,500.00 - 100.00 99.84 Tratel S.a.s. Line-by-line
0.16 Ciments Calcia S.a.s.
Trabel Transports S.A. Gaurain-Ramecroix B 750,000.00 - 100.00 89.97 Tratel S.a.s. Line-by-line
10.03 Compagnie des Ciments Belges S.A.
Tragor S.a.s. Pessac F 892,048.00 - 100.00 100.00 Tratel S.a.s. Line-by-line
Tratel S.a.s. Guerville F 6,025,580.00 - 100.00 100.00 Ciments Calcia S.a.s. Line-by-line
Unibton Luxembourg S.A. Luxembourg L 35,000.00 - 100.00 100.00 Unibton S.a.s.
Unibton S.a.s. Guerville F 27,159,732.00 - 99.99 99.99 Ciments Franais S.A. Line-by-line
Unibton Var S.a.s. Lambesc F 40,000.00 - 100.00 100.00 Unibton S.a.s. Line-by-line
Uniwerbton S.a.s. Heillecourt F 160,000.00 - 70.00 70.00 Unibton S.a.s. Line-by-line
Valoise S.a.s. Pierrelaye F 37,570.00 - 60.00 60.00 GSM S.a.s. Proportionate
Vaniyuth Co. Ltd. Bangkok TH BT 100,000.00 - 48.80 48.80 Investcim S.A. Line-by-line
Vassiliko Cement Works Ltd. Nicosia CYP 30,932,457.21 - 24.65 14.94 Italmed Cement Company Ltd. Equity
9.71 Compagnie Financire et de Participations S.A.
Ventore S.L. Malaga E 14,400.00 - 100.00 99.56 Sociedad Financiera y Minera S.A. Line-by-line
0.44 Hormigones y Minas S.A.
Vesprapat Holding Co. Ltd. Bangkok TH BT 20,000,000.00 - 49.00 49.00 Sax S.a.s. Line-by-line
Vulkan Cement S.A. Dimitrovgrad BUL LEV 452,967.00 - 98.40 70.00 Ciments Franais S.A. Line-by-line
28.40 Devnya Cement A.D.
Xinpro Limited Puteaux F 37,000.00 - 100.00 100.00 Ciments Franais S.A. Line-by-line
Yuzhno-Kyrgyzsky Cement Batken Oblast KG KGS 528,317,200.00 - 11.00 11.00 Codesib S.a.s.
Zuari Cement Ltd. Andra Pradesh IN INR 4,279,614,000.00 - 99.99 80.14 Ciments Franais S.A. Line-by-line
19.85 Cie pour lInvestissement Financier en Inde
(voting rights:
99.99 Ciments Franais S.A.)
(*) Percentage interest held by the Ciments Franais group

144
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145

Representation form pursuant to art. 154-bis, par. 5 TUF in relation to the
consolidated financial statement (pursuant to art. 81-ter of Consob Regulation
n 11971/99, and subsequent modifications and integrations)
1. The undersigned Carlo Pesenti, Chief Executive Officer and Carlo Bianchini, the Manager
in charge of preparing the companys financial reports, of Italcementi S.p.A., having also
taken into account the provisions of Article 154-bis, paragraphs 3 and 4, of the Italian
Legislative Decree February no. 58 of 24

February 1998, hereby certify:

the adequacy in relation to the legal entity features and

the effective implementation

of the administrative and accounting procedures for the preparation of the consolidated
financial statement over the course of the period from January 1
st
, 2011 and December 31
st
,
2011.

2. The representation of the adequacy of the administrative and accounting procedures
adopted in the preparation of consolidated financial statements as at December 31
st
, 2011 is
based on a form identified by Italcementi according to the CoSO framework (illustrated in the
CoSO Report) and also takes into account the document Internal Control over Financial
Reporting Guidance for Smaller Public Companies, both issued by the Committee of
Sponsoring Organizations of the Treadway Commission, representing a generally accepted
international framework.

3. It is also certified that:

3.1 the consolidated financial statement:

a) has been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the
European Parliament and of the Council of 19 July 2002;

b) is consistent with the entries in the accounting books and records;

c) is capable of providing a true and fair representation of the assets and liabilities,
profits and losses and financial position of the issuer and the group of companies
included in the consolidation.

3.2 The directors report includes a reliable analysis of the performance and the results of
operations, and the overall situation of the issuer and the group of companies included
in the consolidation, together with a description of the main risks and uncertainties they
are exposed to.

Signed by: Carlo Pesenti, Chief Executive Officer
Signed by: Carlo Bianchini, Manager in Charge

March 2
nd
, 2012

This report has been translated into the English version solely for the convenience of international
readers
148
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Directors report

Any changes in the standards and regulations, compared to 2010, are detailed in the notes
under the heading Statement of compliance with the IFRS. In accordance with the
provisions of European Union Regulation no. 1606 of 2002, the principles to be adopted do
not include the standards and interpretations published by the International Accounting
Standards Board (IASB) and the International Financial Reporting Interpretations
Committee (IFRIC) at December 31, 2011, but not endorsed by the European Union at that
date. Furthermore, the European Union has endorsed additional standards/interpretations
that Italcementi S.p.A. will apply at a subsequent time, having decided not to elect early
application.

Earnings indicators
To assist comprehension of its financial data, Italcementi S.p.A. employs a number of
widely used indicators, which are not contemplated by the IFRS.
Specifically, the income statement presents the following intermediate results / indicators:
recurring EBITDA, EBITDA, EBIT, computed as the sum of the preceding items. On the
face of the statement of financial position, similar considerations apply to net debt, whose
components are detailed in the specific section of the notes.
Since the indicators employed by the company are not envisaged by the IFRS, their
definitions may not coincide with and therefore not be comparable to those adopted by
other companies/groups.
This report contains many financial and non-financial earnings indicators, including those
mentioned above. The financial indicators, taken from the financial statements, are used in
the tables summarizing Italcementi S.p.A.s financial performance, in relation to
comparative amounts and other amounts from the same period (e.g., change in revenue,
recurring EBITDA and EBIT with respect to the previous year, and change in their return on
revenue). The use of amounts not directly apparent from the financial statements (e.g.,
amounts of subsidiaries financial statements) and the presentation of comments and
assessments assist qualification of the trends in the amounts concerned.
The non-financial indicators refer to external and internal elements: the general economic
situation and the situation of the industry in which the company operates, trends in sales
prices and key cost factors, acquisitions and disposals, other significant events in the
period, organizational developments, the introduction of laws and regulations, etc.. In the
notes, the section on the net debt provides information about the effects of changes in
interest rates and the main exchange rates on the statement of financial position and the
income statement.


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Results and significant events for the year

Results
Italcementi S.p.A. ended 2011 with a 7.0 million euro profit (against a 34.4 million euro loss
in 2010) primarily as a result of a positive sales price effect, income relating to CO
2

emission rights, an increase in finance income, while being penalized by higher impairment
losses on financial assets.

Condensed income statement
(in millions of euro)
2011 2010 % change
on 2010
Revenue 613.8 614.1 -
Recurring EBITDA (0.5) (54.5) n.s.
% of revenue (0.1) (8.9)
Other non-recurring income/expense 8.2 3.1 >100.0
EBITDA 7.7 (51.4) n.s.
% of revenue 1.3 (8.4)
Amortization and depreciation (81.6) (80.7) 1.2
Impairment losses on non-current assets (0.7) 1.7
EBIT (74.6) (130.3) 42.7
% of revenue (12.2) (21.2)
Finance income 109.8 78.8 39.4
Impairment losses (52.3) (38.2) 36.8
Profit (loss) before tax (17.1) (89.7) 81.0
% of revenue (2.8) (14.6)
Income tax expense 24.1 55.4 (56.5)
Profit (loss) for the period 7.0 (34.4) n.s.
% of revenue 1.1 (5.6)
Cash flow from operating activities 36.1 54.8 (34.1)
Capital expenditure 131.6 142.4 (7.6)
n.s.: not significant

In 2011, the Italian economy did not capitalize on the hints of recovery seen the year
before. After a positive albeit considerably slower first half, the second part of the year
saw the return of recessionary conditions. At the core of the new downward cycle was the
progressive decline in foreign demand and, above all, a contraction in domestic demand.
Specifically, consumer demand was affected by a further employment deterioration and
measures to further contain public spending, which immediately affected confidence, and
finally by the considerable reduction in household spending power as a result of the losses
witnessed in all types of business. In the second half of the year, production and
investments were significantly affected by the tightening of lending conditions resulting from
the sovereign debt crisis in some euro zone countries.
The construction recession was severe, if partially alleviated in the first few months of the
year by favorable weather conditions. The decline in business indices slowed down only in
the residential construction segment largely due to contributions towards restructuring,
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which remained the most dynamic component of demand as a result of confirmed tax
incentives while it was accentuated in the other segments, especially in public works,
which suffered from the increasing restrictions regarding both local and central public
spending.
In 2011, cement consumption fell for the fifth year running, down some 30% from its peak,
to below 33 million metric tons, according to the most recent estimates. One needs to go
back to the early 1970s to find such weak demand. It is worth noting that this drop
compares to a smaller contraction in construction during the same five-year period; the
difference is largely attributable to a shift in construction towards areas requiring less
cement (in particular, to the increase in the proportion of restructuring projects to the total,
while the proportion of civil engineering projects decreased).
Cement production fell even more sharply, although somewhat irregularly from a
geographical viewpoint. International cement trading also fell, and the trade surplus by
volume was essentially halved, as a result of a more rapid contraction in exports;
meanwhile, clinker imports increased slightly.

Domestic production *
(millions of metric tons)
2011 2011/2010
(% change)
Northern Italy 15.5 (3.2)
Central Italy 6.5 (0.2)
Southern Italy 7.6 (5.1)
Italian islands 3.2 (14.7)
Total 32.8 (4.3)

* source: AITEC

In this scenario, Italcementi S.p.A. recorded revenue of 613.8 million euro, comparable to
2010 (614.1 million euro), as a result of a considerable recovery in prices and a fall in sales
volumes. This situation led to a substantial breakeven in recurring EBITDA (-0.5 million
euro), against -54.5 million euro in 2010.
The improvement in recurring EBITDA was primarily achieved on better prices, as well as
on income from CO
2
emissions rights, regarding both rights trading, and income from
reimbursement of new entrant CO
2
quotas, awarded to three production plants for the
period 2008-2012. Other important contributions arrived from energy efficiency credits
(white certificates) and income from electricity interruptibility.
Additional savings were achieved in overheads, part of a plan started in 2008, which will
continue in 2012, in part through a re-organization of central activities, as well as those of
the production and marketing networks. This plan aims to absorb excess personnel by
implementing various redundancy arrangements, such as the special state-subsidized lay-
off fund (CIGS) and a mobility procedure, with a view to limiting the ensuing social
repercussions.
Beyond the drop in volumes, other negative aspects were the increase in variable costs,
primarily due to an increase in energy items, leading to continued efforts to boost efficiency
in production, for example through increased use of alternative fuels, substitute raw
materials and energy savings, assisted by the new clinker production line at the cement
plant in Matera coming fully on-line.
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EBITDA was 7.7 million euro (-51.4 million euro in 2010), with a return on revenue of 1.3%
(-8.4% in 2010). The 2011 figure includes a non-recurring expense for a net amount of 8.1
million euro, relating to the re-organization plan described above.
After amortization and depreciation of 81.6 million euro, a slight increase (+1.2%)
compared to the previous year (80.7 million euro), and impairment losses of 0.7 million
euro (reversals of impairment losses of 1.7 million euro in 2010), EBIT was -74.6 million
euro (a 42.7% reduction compared to the negative EBIT of 130.3 million euro in 2010).
Net finance income was 109.8 million euro (78.8 million euro in 2010). Alongside a 3.7%
reduction from 32.6 million euro to 31.4 million euro in net finance costs relating to the net
financial position, the largest contributing item to the increase in net finance income was
dividends received, which totaled 148.7 million euro (+42.5%, compared to 104.3 million
euro in 2010).
Loss before tax amounted to 17.1 million euro (89.7 million euro in 2010). The figure was
affected by impairment losses on financial assets for 52.3 million euro (38.2 million euro
in 2010), primarily relating to Calcestruzzi S.p.A. (38.4 million euro), which was returned to
Italcementi S.p.A. at the beginning of the year, and Nuova Sacelit S.r.l. (10.0 million euro).
After a 24.1 million euro positive income tax effect (a positive effect of 55.4 million euro in
2010), 2011 closed with a 7.0 million euro profit (against a loss of 34.4 million euro in
2010).
In 2011, the items which, starting from the profit/loss for the period, determine
comprehensive income showed a negative balance of 2.7 million euro (-22.2 million euro
in 2010) comprising: fair value losses on available-for-sale financial assets for 7.5 million
euro, fair value gains on derivatives for 2.9 million euro and a related positive tax effect of
1.9 million euro (for a comparison with 2010, see the statement of comprehensive income
in the Financial statements section). Considering the 7.0 million euro profit for the period
and the items described above, total comprehensive income for 2011 was 4.3 million euro,
compared to a total comprehensive expense of 56.5 million euro in 2010.

Significant events
Significant events during the period and after December 31, 2011, are illustrated in the
relevant sections of the consolidated directors report.

Capital expenditure
Investments in property, plant and equipment and investment property totaled 61.9 million
euro in 2011 (83.7 million euro in 2010). They related to extensive industrial safety and
rationalization projects, and the establishment of the new i.lab research and innovation
center at the Kilometro Rosso.
Investments in intangible assets were 18.9 million euro (15.0 million euro), primarily related
to software development associated with the various IT projects implemented in 2011.
Equity investments of 50.8 million euro (43.7 million euro) referred almost entirely to the
increase in share capital at Calcestruzzi S.p.A..
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Statement of financial position, cash flows and net debt
Condensed statement of financial position
(in millions of euro) 2011 2010
Property, plant, equipment and investment property 594.9 609.2
Intangible assets 28.6 19.9
Equity investments and other assets 1,954.6 1,931.2
Non-current assets 2,578.1 2,560.3
Current assets 841.2 789.8
Total assets 3,419.3 3,350.1
Equity 1,784.6 1,814.3
Non-current liabilities 927.9 1,157.8
Current liabilities 706.8 377.9
Total liabilities 1,634.7 1,535.7
Total equity and liabilities 3,419.3 3,350.1


Condensed statement of cash flows
(in millions of euro) 2011 2010
Net debt at beginning of period (745.8) (751.1)
Cash flow from operating activities:
Cash flow before change in working capital 114.0 (1.6)
Change in working capital (77.9) 56.4
Total cash flow from operating activities 36.1 54.8
Capital expenditure:
PPE, investment property and intangible assets (80.8) (98.7)
Financial assets (50.8) (43.7)
Total capital expenditure (131.6) (142.4)
Proceeds from the sale of non-current assets 41.5 123.8
Dividends paid (33.4) (33.4)
Other (5.8) 2.5
Change in net debt (93.2) 5.3
Net debt at end of period (839.0) (745.8)


Equity and net debt
Compared to December 31, 2010, Italcementi S.p.A.s equity decreased by 29.7 million
euro, from 1,814.3 million euro to 1,784.6 million euro, as a result of:
- the 7.0 million euro profit;
- dividends of 33.4 million euro, paid following the shareholders resolution of April
19, 2011;
- the net decrease of 3.2 million euro in reserves, primarily attributable to the
impairment losses on available-for-sale financial assets.
Net debt was 839.0 million euro, an increase of 93.2 million euro, compared to December
31, 2010 (745.8 million euro). Cash flow from operating activities (36.1 million euro) was
down on 2010 (54.8 million euro), after a negative change in working capital. Capital
expenditure was lower than the previous year (131.6 million euro against 142.4 million
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euro), but the reduction in proceeds from the sale of non-current assets was even greater,
41.5 million euro against 123.8 million euro.

Dealings with related parties

Italcementi S.p.A. had dealings with the following related parties:
- the parent Italmobiliare S.p.A., and companies of the Italmobiliare group (subsidiaries,
joint ventures, associates and their subsidiaries);
- subsidiaries, joint ventures, associates and their subsidiaries;
- other related parties.
Transactions with related parties reflect Italcementi S.p.A.s interest in leveraging the
synergies within the Group to enhance production and commercial integration, employ
competencies efficiently and rationalize use of corporate divisions and financial resources.
No atypical or unusual transactions took place during the year.
All dealings with related parties, whether financial or relating to the exchange of goods and
services, are conducted at normal market conditions and comply with the Code of Conduct.
The figures pertaining to dealings with related parties and their effect on the companys
financial position and results of operations are provided in the notes (note 32).
As regards corporate governance, Italcementi S.p.A. has adopted the Procedures for
dealings with related parties, detailed in the section dedicated to Corporate governance.

Dealings with Italmobiliare S.p.A. and Italmobiliare group
companies
Italcementi S.p.A. is subject to management and coordination by Italmobiliare S.p.A..
Italmobiliare S.p.A.s management and coordination activities and the intragroup dealings
with Italmobiliare S.p.A. and the other companies subject to its management and
coordination have positively influenced operations and financial results, creating an efficient
use of resources and skills present in and of mutual interest to the two companies.
Italcementi S.p.A. provides Italmobiliare S.p.A. and that companys subsidiaries with
personnel administration services and receives and provides services. It also provides
Italmobiliare S.p.A. with a share register management service and administration services
for shareholders' meetings.
Following the introduction of the tax consolidation regime in Italian tax law, Italcementi
S.p.A. and some of its Italian subsidiaries elected national tax consolidation as per articles
117-129 of the Consolidated Income Tax Act (TUIR), with Italmobiliare S.p.A. as the
consolidating company.
Italcementi S.p.A. does not hold nor held during the year, directly or indirectly, Italmobiliare
S.p.A. shares.

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Dealings with subsidiaries, joint ventures, associates and their
subsidiaries
Italcementi S.p.A. has current business dealings with and provides technical and/or
administrative services to subsidiaries, joint ventures, associates and their subsidiaries.
There were also dealings between Italcementi S.p.A. and Ciments Franais S.A. and its
subsidiaries regarding the exchange of personnel services, with the aim of optimizing the
use of existing professional resources and developing common projects. Costs incurred by
Italcementi S.p.A. for organizational, international development, insurance and IT projects
were recharged to Ciments Franais S.A. for the amounts attributable to it.
A service contract exists between Italcementi S.p.A. and Ciments Franais S.A. for
allocation of the costs relating to those group functions that carry out activities in favor of
both companies or in favor of the entire Group.
Financially, Italcementi S.p.A. provides support to its subsidiaries both as a lender and as a
guarantor and optimizes treasury management with intragroup current accounts and loans.

Dealings with other related parties
In 2011, Finsise S.p.A., whose majority shareholder is Italo Lucchini, a director of
Italcementi S.p.A., provided administrative, financial, contractual, tax and corporate re-
organization consultancy services for a consideration of 360,000 euro.
Italcementi S.p.A. received legal services during the year for 230,000 euro from the law firm
Dewey & LeBoeuf, of which Luca Minoli, a director of Italmobiliare S.p.A., is a partner.
Italcementi S.p.A. has a land occupation contract with River S.p.A. (which during the year
became Kilometro Rosso S.p.A., a company in which the director Alberto Bombassei holds
an investment), in connection with building works for the construction of its management
office; the amount relating to 2011 was 42,000 euro.
In 2011 Italcementi S.p.A. disbursed an amount of 600,000 euro to the Italcementi Cav.
Lav. Carlo Pesenti foundation to cover management costs. With regard to the contract for
the supply of corporate-administrative services and provision of staff, Italcementi S.p.A.
charged the foundation an amount of 178,000 euro.
Equity investments in Italcementi S.p.A. and its subsidiaries held by Directors, Statutory
Auditors, the Chief Operating Officer and the Manager in charge of preparing financial
reports, as well as their remuneration for positions held within the Group, are illustrated in
the Remuneration Report.

Sustainable research and development
Italcementi S.p.A. research and development activities are handled by CTG S.p.A. for
Group companies in Italy and abroad; CTG activities are illustrated in the directors report in
the consolidated annual report.
With regard to Integrated Environmental Authorizations (Autorizzazioni Integrate Ambientali
- AIA), a renewal was obtained for the revamping of the cement plant in Rezzato. Renewal
documents were prepared and sent for various production units, with participation in the
related services conferences; additional documentation was prepared to meet the requests
of various local authorities and bodies.
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External monitoring and renewal audits were carried out on the companys cement plants
environmental certificates.
The proportion of alternative fuels to the total mix was greater than in 2010, especially as a
result of the increase in fuels obtained from the processing of tires, urban solid waste and
animal flours; this raised the ensuing financial contribution, which continues to be a major
factor in reducing production energy costs.
The increase in the financial contribution arising from the use of substitute raw materials
was also significant.

Human resources

The Italcementi S.p.A. workforce stood at 2,511 persons at December 31, 2011, a
decrease of 146 from the end of 2010 (2,657).
(heads) 2011 2010
Managers 150 153
Middle managers and clerical staf f 1,012 1,065
Blue collar 1,349 1,439
Total 2,511 2,657

Recourse to special state-subsidized layoff benefits (Cassa integrazione guadagni
ordinaria e straordinaria) totaled 181,156.00 hours in 2011 (197,783.5 hours in 2010).
On March 9 and October 25, 2011, documents were signed by FEDERMACO with the
national trade unions jointly recognizing the severe crisis in the sector, a direct
consequence of the wider construction crisis. These documents were the basis for the
contacts made by the Italian cement industry association, AITEC, with the Ministry for
Production and the Environment pressing for projects and subsidies to combat the negative
situation.
On March 9, 2011, another agreement was signed between FEDERMACO and the trade
unions, extending throughout 2011 the validity of the group collective agreements
regarding performance incentives.
During the year, initiatives continued to manage the personnel surpluses resulting from the
termination of operations at the grinding centers in Savignano sul Panaro, Civitavecchia,
Catania (converted into a delivery center) and Scala di Giocca, as well as the kiln line in
Borgo San Dalmazzo.
In agreement with the trade unions, to limit social repercussions, recourse was made to
special state-subsidized layoff benefits and, during the period in question, to intragroup re-
locations, exit incentives and retirement support.
Close control was exercised to limit overtime work and ensure use of vacation days, paid
leave (retribuzione orario lavoro, ROL) and former holidays.
Italcementi S.p.A., as the provider of treatment, states that the Data Protection Document
was updated for 2011, in compliance with the provisions of law 196/2003 and the minimum
security measures technical specifications.

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Risks and uncertainties
Italcementi S.p.A.s management of risks (internal and external, social, industrial, political,
financial) is an integral part of Group growth strategy and a key element of the continuous
process of evolving the governance system. Risk management, in part through
improvement of rules of conduct, aims to respect the environment, protect stakeholders
(employees, customers, suppliers, shareholders), and protect corporate assets.
Italcementi operates in a sector exposed to risks and uncertainties of various kinds
(connected with external factors, operational, financial, organizational, compliance with
regulations, etc.).
In May 2010, Italcementi S.p.A. formed a Risk Management Department, reporting to the
Chief Executive Officer, to improve its ability to create value for stakeholders by optimizing
enterprise risk management (ERM). The mission of the function is to guarantee a
structured approach to risk management, integrated with the Group growth strategy, and to
support the improvement of Group performance by identifying, measuring, managing and
controlling key risks.
The creation of the Risk Management Department is part of the Risk & Compliance
program set up in 2008 and consists of the following phases:
1. identification of the main areas of risk for Group strategic goals and development of
methods and tools to analyze and assess the correlated risk events;
2. assessment, at country level and at aggregate level, of identified risk events in terms of
impact, probability and timeframe, in order to acquire an overall vision of the Group risk
portfolio;
3. selection of priority risks and definition of response strategies, Group governance rules
and action to integrate and improve risk management systems;
4. implementation of defined mitigation strategies and action and development of the
Enterprise Risk Management process;
5. reporting to Top Management and the governance bodies on the main risks, and their
management and evolution; in this phase quantification of risks and opportunities is
integrated with the enterprise management process, for example in the budget, in
results forecasting reviews and in assessment of strategic projects.

Sustainable development and risk management: protection of people and assets
Sustainable development favors a corporate approach that balances economic growth,
protection of the environment and social sustainability. By constantly pursuing an optimal
balance among these elements and ensuring that benefits extend to everyone involved,
companies enhance their long-term value, ability to survive and competitive advantage,
thus helping to prevent industrial risks.
The Group checks that its protection and prevention programs are consistently applied to
all personnel in production sites (employees and other) and to all operations in its
companies.
Regulatory limits and Group sustainable development goals and initiatives are examined in
a special report (Sustainability Report) and also summarized in a specific section in the
consolidated annual report.
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The Asset Protection Program continued in 2011; it qualifies the importance of risks and
develops a suitable prevention and protection policy, thereby limiting damage to assets and
consequent operating losses. The program is now a consolidated Group process.

Risks relating to the general economic and industry situation
The economic and financial situation represents an element of risk for the Group, also in
relation to its specific area of business, which is sensitive to changes in the economic
situation. Household and business propensity to invest in construction is affected by the
uncertainty and constraints of the general scenario.

Risks associated with energy factors
The cost of energy factors, which represents a large portion of Group variable costs of
production, can vary significantly as a result of factors beyond the Groups control. The
Group has adopted measures to mitigate risks for certain energy factors by entering into
medium-term supply contracts. Furthermore the centralized procurement organization
enables the Group to benefit from more efficient relations with suppliers and to obtain
competitive conditions.

Risks relating to availability of raw materials
The availability of raw materials is a strategic factor in investment decisions. The Group
generally sources its raw materials limestone, clay, gypsum, aggregates and other
materials used in the production of cement, ready mixed concrete and aggregates from
quarries it owns (the majority) or quarries rented from third parties. For these and other
significant materials, the Group has also reached specific agreements with suppliers to
guarantee continuous, stable procurement.

Environmental risks
The Sustainability Report and the section on Sustainable Development in the
consolidated annual report illustrate the measures taken by the Group to manage
environmental risks and control and reduce emissions. With regard to CO
2
emissions, the
Groups European companies are exposed to price fluctuations on emission rights
depending on its own rights surplus or deficit. The Groups and Italcementi S.p.A.s
positions are constantly monitored to ensure correct risk management (see note 19 in the
Italcementi S.p.A. notes).

Financial risks
The current period of crisis puts corporate cash flows at risk, endangering companies self-
financing ability and creating difficulties for normal, orderly operations on the financial
market.
The Group procures sources of finance and manages interest rates, currency and
counterparty risk, for all the companies in the scope of consolidation. The Group uses
derivatives to reduce the risk of fluctuations in interest rates and exchange rates with
respect to debt and its international operations. Detailed analysis of this type of risk is
provided in the notes, specifically in note 19 dedicated to net debt.
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Ratings risks
The Groups ability to compete successfully in the marketplace for funding depends on
various factors, including its credit ratings assigned by recognized ratings agencies. Its
credit ratings may change to reflect changes in its results, financial position, credit structure
and liquidity profile. As a result, a rating downgrade may have negative repercussions on
the Groups ability to raise funding.

Legal risks
Suitable provisions and impairment losses have been applied with regard to existing risks
and their related economic effects. Estimates and valuations are based on available
information and are in any case regularly reviewed, with immediate recognition in the
financial statements of any variations.
A review of the main current disputes (legal and tax-related) may be found in the relevant
sections of this report and in the consolidated annual report, with specific details in the
notes.

Conformity risks
The Group is subject to specific regulations concerning the quality of the products it
markets; special monitoring activities have been set up to ensure compliance with the
regulations in the countries where it operates.
At a general level, the Risk and Compliance program has introduced specific training and
circulates procedures and recommendations in the Group countries, to ensure compliance
with legislation and with tax, social and environmental regulations. The program is reviewed
on an annual basis to take account of regulatory changes.

Political risks
The Group has taken out insurance covers to limit the financial consequences of possible
political measures that might prevent normal management of some subsidiaries in
emerging countries.

Financial disclosure risks
The main characteristics of the risk management system and the internal control system
with respect to the financial disclosure process are illustrated in a specific section of the
Report on corporate governance and ownership structure in the Italcementi S.p.A. annual
report.

Insurance
In the interest of all Group subsidiaries, Italcementi has taken out policies with leading
insurance companies to cover risks to people and assets, as well as product and general
third-party liability covers. As part of its risk coverage policy, the Group aims to optimize
risk management costs by assessing direct assumption and transfer to the market. All
policies are negotiated under a framework agreement to ensure a balance between the
probability of a risk occurring and the damage that would ensue for each subsidiary.
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Disputes and pending proceedings
With regard to the most important tax disputes arising from tax inspections and audits
(covering financial years 1996 to 1999) in July 2011 the Italian Supreme Court of Cassation
rejected the appeals filed by the State and confirmed in full the rulings of the Milan
Regional Tax Commission. The proceedings therefore closed with an additional tax charge
of 0.8 million euro, compared with the initial amount of 68 million euro for additional tax and
fines requested by the tax authorities.
As regards financial years where the findings were upheld, Italcementi S.p.A. has complied
with the inspections, thereby obtaining a reduction in the fines imposed.
The inspections relating to financial years 1987 and 2003 to 2006 are still open, with
proceedings so far in favor of the company.

Italcementi Cav. Lav. Carlo Pesenti foundation
The Italcementi Cav. Lav. Carlo Pesenti foundation is an independent non-profit entity
established in 2004 by Italcementi and Italmobiliare, with the aim of promoting scientific
research and education with a special emphasis on the sustainable economic and social
development of enterprises. The foundations mission also envisages the promotion and
implementation of humanitarian aid for communities struck by natural disasters or in other
emergency situations.
In 2011, as in the previous year, the foundation employed the resources made available to
it by the founding members primarily to develop and complete major projects initiated in
previous years.
Specifically, in the most important sector of activities, school and university education
and training, the fourth and last of the three-year research doctorates in Logistics and
Supply Chain Management, funded by the foundation at the University of Bergamo, in
collaboration with the Bocconi University and the Zaragoza Logistics Center, a partner of
Bostons M.I.T., began. In 2011, the four students of the first three-year course were
awarded their doctorates by an international commission. The foundation continued
providing grants for university education at the MIP-School of Management of Milan
Polytechnic and, in collaboration with the Intercultura association, grants for overseas
studies for the children of Group employees. A significant initiative implemented in 2011
involved financial support along with other organizations and entities of the Adopt talent
project of the University of Bergamo, which aims to attract foreign talent, promote
international mobility and establish three teaching degrees in the English language.
Regarding humanitarian projects, the new Professional Training Center inaugurated in Sri
Lanka with an investment of 3 million euro, providing local youths with accommodation,
education and the skills to succeed in the workplace, commenced operations at the
beginning of 2011 and is developing its academic curriculum. The students attend
specialized courses in worksite topography, planning, duties and accounting. Preparatory
English-language courses for students already in possession of the diploma required to
attend the Professional Training Center were also promoted.
Some of the activities envisaged by the foundations charter are the promotion and
organization of conferences and seminars on current social and economic topics. In this
regard, the foundation has, since its creation, organized important annual conferences
attended by leading institutional, business and academic figures. A conference was held in
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January 2011 entitled Europe at the limits of development with discussions on the
strengths and weaknesses that may affect the future of Europe. In January 2012, the
foundations annual conference focused on the role of the real economy and industry from
the present day to the near future, with an interesting debate on the possibility of doing
business to create value and employment, and to recover Italys competitiveness.
The above initiatives and a variety of other recurring projects, such as support for the
Bergamo Scienza show, involved an overall financial commitment of about 850,000
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Performance of the Ciments Franais group
Key consolidated figures
(in millions of euro)
2011 2010 % change
on 2010
Revenue 3,886.3 4,040.3 (3.8)
Recurring EBITDA 702.4 880.0 (20.2)
Other non-recurring income (expense) 19.0 (9.5) n.s.
EBITDA 721.3 870.5 (17.1)
Amortization, depreciation and impairment losses (412.0) (372.7) 10.5
EBIT 309.3 497.8 (37.9)
Finance income and costs (50.7) (66.5) (23.6)
Share of profit of equity-accounted investees 20.1 18.3 9.8
Profit before tax 278.7 449.7 (38.0)
Income tax expense (111.4) (113.0) (1.4)
Profit (loss) relating to continuing operations 167.3 336.6 (50.3)
Profit (loss) relating to discontinued operations 106.9 18.7 n.s.
Profit (loss) for the period 274.2 317.9 (13.7)
Profit attributable to owners of the parent 215.3 202.3 6.4
Total equity 4,257.7 4,268.0 (0.2)
Equity attributable to owners of the parent 3,422.0 3,419.8 0.1
Net debt 1,021.4 1,411.6 (27.6)

As already specified in the Italcementi consolidated annual report, Ciments Franais
operations in Turkey headed by Set Group were also considered as available-for-sale and
subsequently sold at the end of March. In compliance with IFRS 5, profit relating to
discontinued operations was posted in a separate item in the income statement, in both
2011 and 2010.
In 2011, Ciments Franais S.A. consolidated revenue was 3,886.3 million euro, down 3.8%
compared to 2010 (-1.4% at constant exchange rates and on alike-for-like basis). This fall
in revenue was determined by a volume effect combined with a drop in sales prices in
some countries (notably Egypt) and by an unfavorable exchange-rate effect (-2.4%)
relating to Egypt, North America and India in particular. Revenue increased in France-
Belgium, Morocco, Thailand and India.
Recurring EBITDA stood at 702.4 million euro, a 20.2% decrease compared to 2010. After
net non-recurring income of 19.0 million euro (net expense of 9.5 million euro in 2010),
EBITDA was 721.3 million euro, down 17.1% on 2010. EBIT was 309.3 million euro
(-37.9% compared to 2010), after amortization and depreciation totaling 358.6 million euro
(364.7 million euro) and impairment losses of 53.4 million euro.
Net finance costs of 50.7 million euro were substantially reduced (-23.6%).
Profit relating to continuing operations amounted to 167.3 million euro (336.6 million euro in
2010).
Profit for the period was 274.2 million euro, a decrease of 13.7% compared to 2010 (317.9
million euro).
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Ciments Franais S.A. profit for the period was 296.3 million euro, a substantial increase
from 2010, when profit was 145.7 million euro, arising primarily from the gain realized on
the sale of Set Group.
A dividend of 3 euro per share will be proposed at the annual general meeting of Ciments
Franais S.A. on April 13, 2012, of which 1.5 euro was already paid in August 2011.
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Report on Corporate Governance and ownership structure
ITALCEMENTI S.P.A. PROFILE
The Corporate Governance system adopted by Italcementi S.p.A. is based not only on the company by-laws,
but also on the following codes and/or polices:
1) Code of Conduct;
2) Code of Ethics;
3) Treatment of Confidential Information;
4) Internal Dealing Code of Conduct;
5) Procedure for Transactions with Related Parties;
6) Insider register Procedure;
6) Regulation for the manager in charge of preparing the companys financial reports;
7) Organizational, Management and Control Model.
The above documents are all available on the companys website www.italcementigroup.com, except for the
Regulation for the manager in charge of preparing the companys financial reports, available to all the Group
companies on the company intranet and for the special part of the Organizational, Management and Control
Model.
The Company has been actively committed in modernizing its business culture over the years in order to
respond to the challenges arising from developments in corporate governance rules. This process fostered and
enhanced the sharing of values and the recognition that the adoption of good rules of governance goes hand in
hand with the dissemination of a business culture built on transparency, adequate management and effective
controls.
As part of the broader process of integrating and agreeing common principles and rules within the Group, the
companys Board of Directors, at its meeting of December 22, 2010, resolved to adopt a common Framework
of corporate governance (Corporate Governance Framework) representing the minimum corporate governance
principles applicable to Group companies.
These principles were elaborated on the basis of a comparative review of national and international best
practices as well as taking into account the different local laws of the countries where the Group is present.
The Corporate Governance Framework has been initially distributed to 22 companies operating in 14
countries, which are considered a sufficiently representative sample on the basis of pre-set relevance
indicators (revenues, assets, EBIT and employees).
Next step of the project is the definition and dissemination of Group guidelines drafted to better clarify
Framework principles and criteria and to facilitate its application in both the parent company and in its
subsidiaries. The proper execution of these guidelines will be further verified by means of a yearly audit plan
which foresees, at the beginning, the 22 in-scope companies and, gradually, the other group companies.
The corporate governance structure of the Company, as set up in the binding articles of the by-laws and in the
provisions of the above mentioned codes and policies confirms and bears witness to Italcementi S.p.A.s
commitment to comply with generally agreed national and international best practices.
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INFORMATION ON OWNERSHIP STRUCTURE
This section includes the information required by art. 123-bis of Leg. Decree no. 58 of February 24, 1998
(TUF).
a) Share capital structure, indicating the various share categories, related rights and obligations, as
well as the percentage of share capital represented
Italcementi S.p.A. share capital is equal to 282,548,942 euro, divided into 282,548,942 shares with a
nominal value of 1 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.
Ordinary shares carry voting rights at the Companys ordinary and extraordinary shareholders meetings.
Shareholders who, even jointly, own at least one fortieth of the share capital represented by shares with
voting rights, may ask, within the deadlines envisaged by the law in force, for the items on the agenda of the
shareholders meeting to be supplemented, stating in their request which further issues are being
suggested. In addition, shareholders who, individually or with other shareholders, can prove that they hold
an overall stake in the share capital with voting rights that is no lower than that established by the law in
force, have the right to present lists for the appointment of the Board of Directors and the Board of Statutory
Auditors in accordance with the provisions of the law and the by-laws.
Savings shares do not carry voting rights.
In the event of an increase in share capital against consideration 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 shares maintain the rights granted to them by law and by the by-laws, unless otherwise provided for
by the shareholders meeting.
When the net profit for the year is allocated, savings shares are entitled to a dividend up to 5% of the
nominal share value, increased with respect to that of ordinary shares, by an amount equivalent to 3% of
the nominal share value. When in a financial year a lower dividend than the one indicated in article 32 of the
by-laws is allocated to savings shares, the difference is calculated as an increase to the savings dividend
paid in the following two years.
In the event of distribution of reserves, savings shares have the same rights as other shares. A reduction in
share capital owing to losses does not cause a reduction in the nominal value of the savings shares, except
for that part of the loss in excess of the overall nominal value of the other shares. In case of dissolution of
the company, savings shares have priority in the repayment of the share capital for the full nominal value.
The Company does not have outstanding stock option plans either for directors or for officers. However,
based on the assignments resolved in the last few years for the stock option plans in force from time to
time, as at the date hereof 960,900 options on the stock option plan for directors 2001, 2,269,316 options
on the stock option plan for officers 2000 and 1,564,750 options on the stock option plan for officers
2008 are exercisable. Outstanding options granted to directors can only be exercised through assignment to
the recipients of treasury shares, while those granted to officers can also be exercised through the
execution of the power, recognized to directors as per art. 2443 of the Italian civil code, to increase the
share capital.
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No additional categories of financial instruments granting rights to subscribe newly issued shares, other
than the above mentioned options, have been issued by the Company.
b) Restrictions on share transfers
No restrictions exist on share transfers or on acceptance clauses.
c) Significant shareholders as disclosed pursuant to article 120 of Leg. Dec. no. 58 of February 24,
1998
overall ordinary
EFIPARIND B.V. (indirectly through Italmobiliare S.p.A.)
This figure does not take into account the 3,793,029 treasury shares
with voting rights held by the Company
106,734,000 37.78 60.26
FIRST EAGLE INVESTMENT MANAGEMENT LLC
(as manager, among other things, of the First Eagle Global
Fund which holds 2.188% of the ordinary share capital)
3,932,129 1.39 2.22
ITALCEMENTI S.p.A. (treasury shares) 3,793,029 1.34 2.14
Shareholder
% of share capital Total
No. shares

d) Shares that confer special control rights
No shares conferring special control rights have been issued.
e) Shareholding of employees: mechanism for exercise of voting rights
There is no specific system for employees to have shareholdings.
f) Restrictions on voting rights
The by-laws does not provide for restrictions on the exercise of voting rights.
g) Agreements among shareholders, pursuant to article 122 of Leg. Decree 58/98, of which the
company is aware
As far as the Company is aware, there are no agreements of any kind regarding the exercise of voting rights
and the transfer of such shares or any of the situations envisaged by art. 122 of TUF.
h) Significant agreements which the company or its subsidiaries are parties to, that become effective,
are modified or expire should there be a change in the control of the company and their effects, and
by-laws provisions on takeover bid
Within the policy aimed at supporting its business and development, Italcementi S.p.A. and its subsidiaries
have entered into loan agreements, some of which grant to the lender the right, in case of a <change of
control> of the Company, to terminate the loan agreement in advance or to withdraw from it and have the
consequent right to demand principal and the accrued interest or, lastly, in the case of derivative-based
agreements, the right to terminate the outstanding derivative agreements.
As far as takeover bids are concerned, the Company by-laws do not provide for the waiver of the provisions
of TUF related to the passivity rule nor is the breakthrough rule stated therein.
i) Agreements between the company and the directors that envisage compensation in the case of
resignation or unfair dismissal or if the office ends following a takeover bid
For this information, please refer to the Report on Remuneration, published in compliance with art. 123-ter
TUF.
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l) Laws applicable to the appointment and replacement of directors and to amendments of the by-laws
Appointment of directors
For this information, please refer to section The Code of Conduct and corporate governance rules A)
Organizational structure Board of Directors.
m) Delegated powers for share capital increases pursuant to article 2443 of the Italian Civil Code or
power granted to directors to issue active financial instruments
Delegated powers for share capital increases
The Board of Directors has the right, on one or more times within five years of the shareholders resolution
made at their extraordinary shareholders meeting of April 28, 2008:
a) pursuant to art. 2443 of the Italian Civil Code, to increase the share capital up to a maximum nominal
amount of 500,000,000 euro, free of charge and/or by means of payment, through the issue of ordinary
and/or savings shares and/or warrants for their later subscription;
b) pursuant to art. 2420-ter of the Italian Civil Code, to issue bonds convertible into ordinary and/or savings
shares or with purchase or subscription rights, up to a maximum amount of 500,000,000 euro, within the
limits allowed by law from time to time,
all with full powers in this regard, including the powers to offer shares and convertible bonds or convertible
bonds in the form as set out in the penultimate paragraph of art. 2441 of the Italian Civil Code; to reserve up
to a quarter of such shares, bonds and warrants pursuant to art. 2441 of the Italian Civil Code, last
paragraph; to identify the funds and reserves to be allocated to capital in the case of a free of charge
increase; to establish the issue price, conversion ratios, terms and method of execution of transactions.
By resolution of April 19, 2011 at their extraordinary meeting, the shareholders granted to the Board of
Directors:
- the power, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital, free of charge
and/or by means of payment, on one or more times within five years of the aforementioned resolution, for
a maximum amount of 6,000,000 euro through the issue of a maximum 6,000,000 ordinary and/or savings
shares, to be reserved, pursuant to art. 2441 of the Italian Civil Code, paragraph 8:
* for employees of Italcementi S.p.A. and its subsidiaries, in the case of a free allocation,
* for employees of Italcementi S.p.A. and its subsidiaries, as well as for employees of its parent
companies and other subsidiaries of the latter, in the case of a subscription offer,
both in Italy and abroad and in compliance with the regulations in force in the countries of the beneficiaries;
- the power, consequently, to establish the entitlement rights to the shares, to establish the timeframes,
method, characteristics and conditions of the offer to employees and to set the issue price of the shares,
including the related share premium.
By resolution of June 20
th
, 2007 at their extraordinary meeting, the shareholders granted to the Board of
Directors:
- the power, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital against
consideration, on one or more times within five years of the above resolution date, for a maximum amount
of 3,000,000 euro through the issue of a maximum 3,000,000 ordinary and/or savings shares, with a
nominal value of 1 euro each, excluding option rights pursuant to art. 2441 of the Italian Civil Code,
paragraph 5, to serve the incentives plan for directors of the Company and of subsidiaries vested with
special powers in compliance with the articles of association or who perform specific operational duties;
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- the power, consequently, to establish the entitlement rights to the shares, to establish the timeframes,
method, characteristics and conditions of the offer and to set the issue price of the shares, including the
related share premium.
Financial equity instruments
The Company has not issued financial equity instruments of any kind, nor do the by-laws grant any power
for their issue to directors as of the date hereof.
Authorizations for the purchase of treasury shares
At their ordinary meeting of April 19, 2011, the shareholders renewed the Companys authorization to buy
and dispose of treasury shares for a period of 18 months from the date of the resolution.
Within the scope of the above authorization, since that date the Company has not purchased any ordinary
or savings treasury shares, nor have shares held in its portfolio been used to grant them to beneficiaries of
stock options, since no vested rights have been exercised by directors or officers.
Therefore, on December 31, 2011, the Company held:
- 3,793,029 ordinary treasury shares, equal to 2.14% of the share capital represented by ordinary shares, to
be used to serve the Stock option plan for directors and the Stock option plan for officers;
- 105,500 savings treasury shares, equal to 0.1% of the share capital represented by savings shares.
MANAGEMENT AND COORDINATION ACTIVITY
As noted at point C above, at the time of writing, Italcementi S.p.A.s majority shareholder, with a
shareholding, net of the treasury shares held by the Company, equal to 60.26% of ordinary shares, is
Italmobiliare S.p.A., whose own majority shareholder is Efiparind B.V.
Italmobiliare S.p.A. is also the company which exercises management and coordination activity over
Italcementi S.p.A. pursuant to art. 2497 ff. of the Italian Civil Code.
FEATURES OF THE RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM REGARDING THE
FINANCIAL DISCLOSURE PROCESS
1. Foreword
As already noted in the section on Risks and uncertainties, in 2010 Italcementi S.p.A. set up the Risk
Management Department with the aim of improving the creation of value for stakeholders, also by optimizing
enterprise risk management. This initiative is part of the Groups Risk & compliance program launched in
2008, which classified risks related to the financial disclosure process as one of the key risks. For this type of
risks, in 2010 the following were realized: appropriate mitigation measures, the assignment of responsibility to
a main reference point (Primary Risk Owner), the definition of common guidelines, actions and controls for
the various risk areas (Risk Management Guidelines), the definition of strategies and the realization of
measures to align risk management systems to the standards sought.
The setting up of the Risk Management Department is part of the Risk&Compliance program launched in
2008, which followed the COSO methodology (Committee of Sponsoring Organizations of the Treadway
Commission) which is structured on the following phases:
- Identification of the main risk areas in relation to the Group strategic targets and definition of methodologies
and tools for the analysis and evaluation of the events of risk related thereto;
- Evaluation, both at country and Group level, of identified events of risk in terms of impact, chance of
happening and time frame, in order to have an overall picture of the Group risks;
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- Selection of priority risks and definition of relevant reaction strategies, of the governance rules within the
Group as well as the necessary actions necessary to supplement and improve risk management systems;
several risks are managed locally at the subsidiaries, while the management of those requiring specific
expertise or a cross coordination, is centralized;
- Implementation of the mitigation actions/strategies defined from time to time and development of the
Enterprise Risk Management process;
- Report to the top management and control bodies on the main risks and their management and evolution.
The risk quantification and occurrence are integrated in the management system, like budget, provisions
and analysis studies on the most important investment projects.
The risk management and internal control system relating to the financial disclosure process also benefited
from:
- the continuous development of an integrated organizational governance system (organization notices, job
descriptions, corporate powers and processes) whose tools are available in a Knowledge Management
Database, B.E.S.T. (Business Excellence Support Tool), which allows easy access to information and
encourages cross-circulation within the Group;
- a more timely organization and planning relating to the provisions of Law no. 262 of December 28, 2005,
stating Provisions for the protection of savings and the regulation of the financial markets and the following
corrective decrees (hereinafter the Law on Savings) issued by lawmakers with the aim of increasing the
transparency of corporate disclosure and enhancing the internal control system of listed companies.
In regard to this law, far-back Italcementi S.p.A. launched a series of activities, described in section 2 below,
which are included in an action plan integrated into the Companys processes. The existing control procedures
guarantee the effectiveness of the current system and the data reliability. The Company therefore believes to
comply with legal requirements, and guarantees the completeness and reliability of its financial disclosures.
2. Description of the main features of the system
2.1 Stages in the risk management and internal control system
Italcementi has established its own model for the assessment of the internal control system relating to
disclosure about financial position and results of operations (hereinafter the Operational model) and has
established the operational approach for undertaking these activities. This model is based on the CoSO
framework, issued by the Committee of Sponsoring Organizations of the Tradeway Commission (CoSO), and
also takes into account the document Internal Control over Financial Reporting - Guidance for Smaller Public
Companies, which was also drafted by the CoSO.
The Operational model defined by Italcementi is based on the following main elements:
a) Preliminary analysis. This is undertaken annually or whenever considered necessary and aims to identify
and assess risks relating to the internal control system with regard to financial position and results of
operations disclosure , so as to establish the priorities for documenting, assessing and testing the
administrative and accounting procedures and the related controls. Identification of the relevant entities and
processes is based on quantitative elements (weight of revenues and assets of a single entity on
consolidated amounts, amount of the consolidated financial statement items related to a particular process)
and on qualitative elements (country where an entity operates, specific risks, risk levels attributed to the
various items);
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b) Operational planning. Every year the activities are planned on the basis of the priorities identified through
the preliminary analysis and any other assumptions;
c) Analysis of company controls. The individual entities in the area for action identified in the preliminary
analysis are responsible for assessing the effectiveness of the internal control system in relation to the
governance principles used at entity level (Entity Level Controls), as well as for the overall management of
the information systems used in the main financial reporting processes and the related IT structure
(Information Technology General Controls). This must be carried out in accordance with the deadlines
established during operational planning and on the basis of the guidelines, instructions and templates
provided;
d) Analysis of controls at process level. The individual entities in the area for action identified in the
preliminary analysis are responsible for: a) documenting, with varying levels of detail depending on the level
of risk allocated, the administrative and accounting processes which have been identified, b) performing
tests to check the effective operation of the key controls, in accordance with the deadlines established
during operational planning and on the basis of the guidelines, instructions and templates provided by the
manager in charge;
e) Assessment of the adequacy and effective operation of the administrative and accounting
procedures and the related controls: in order to guarantee compliance with the key requirements for
financial reporting (financial statement assertions), the manager in charge, on the basis of the results of
the work carried out and the documentation obtained, assesses the overall adequacy and effective
operation of the system of administrative and accounting procedures and the related controls, and more
generally, the internal control system for these areas.
2.2. Roles and Functions involved
The financial disclosure related to the risk management system is supervised by various Company
bodies/functions, each with specific roles and responsibilities. In particular, as already stated in other sections
of this corporate governance report:
1) The Board of Directors, to which the Code of Conduct assigns, among other things, the task of:
a) checking and approving the strategic, business and financial plans of the company;
b) assessing the forecasts on operations and the adequacy of the organizational, administrative and
general accounting system of the company and subsidiaries;
c) evaluating and approving the periodic accounting reports; assessing the companys operational
structure;
d) establishing the guidelines for the internal control system so that the main risks for the company and the
subsidiaries are correctly identified, as well as adequately measured, managed and monitored, and,
also, determining criteria for the suitability of these risks with safe and appropriate management of the
company;
e) assessing, at least on an annual basis, the adequacy, effectiveness and effective functioning of the
internal control system with respect to the characteristics of the company.
2) The Chief Executive Officer, who, as executive director responsible for overseeing the functioning of the
internal control system, has the task of:
a) identifying the main company risks, taking into account the characteristics of the activities carried out by
the company and by the subsidiaries, and periodically submitting them for examination to the Board of
Directors;
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b) implementing the guidelines defined by the Board of Directors, taking care of the planning, achievement
and management of the internal control system, constantly checking its overall adequacy, effectiveness
and efficiency; also, adapting this system to changes in operating conditions and the legal and regulatory
framework;
c) issuing, with the manager in charge, certificates on the adequacy and effective application of the
administrative and accounting procedures, the compliance of documents with applicable IFRS, the
correspondence of documents to entries in the accounting books and records, the suitability of
documents in providing a true and fair representation of financial position and results of operations of the
company and Group, etc.
3) The Internal control committee, to which the Code of Conduct assigns, among other things, the task of:
a) assessing, together with the manager in charge of preparing the companys financial reports and the
external auditors, the correct application of accounting policies and their uniformity for the purposes of
preparing the consolidated financial statements;
b) examining the audit plan and periodic reports prepared by the controller;
c) reporting, at least every six months, to the Board of Directors called to approve the financial statements
and the half-year report, on the activities undertaken and on the adequacy of the internal control system;
4) The Chief Operating Officer, who is responsible, among other things, for overseeing Italcementi S.p.A.
activities and the activities of the industrial companies directly or indirectly controlled by Italcementi S.p.A.
and of the companies in which the latter has, directly or indirectly, an equity interest which enables the
exercise of significant influence. Moreover, the Chief Operating Officer and the Deputy Chief Operating
Officer, together with the heads of functions who report directly to them and who are involved in the process
of drafting financial disclosures have to issue specific attestations on the data and information provided,
both in relation to their correct representation and in relation to the effective and efficient application of the
administrative and accounting procedures in their areas of assignment;
5) The Manager in charge of preparing the companys financial reports, who, as envisaged in the
regulation approved by the Board of Directors, is responsible, among other things, for:
a) planning adequate administrative and accounting procedures for the drafting of the financial statements,
the limited half-year financial statements and the consolidated financial statements, as well as any other
financial communication, by updating such procedures and ensuring dissemination and compliance, as
well as verifying their effective application;
b) assessing, together with the Internal Control Committee and the external auditors, the correct application
of accounting policies and their uniformity for the purposes of the consolidated financial statements;
c) handling the periodic reporting to senior management and the Board of Directors on the activities
undertaken;
d) managing the periodic review of the assessment activities and updating the risk map relating to financial
disclosure;
e) taking part in the development of information systems that have an impact on the companys financial
positions and results of operations.
6) The Controller, who has the task of verifying that the internal control system is always adequate, fully
operational and functional. The controller has direct access to all the information required to perform this
task, is not responsible for any operational area and does not report to any manager in the operational
areas, including administration and finance. The controller reports on the way risk management is handled,
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in compliance with the plans established to contain such risks and, in compliance with the legally prescribed
terms and procedures, to the Internal Control Committee, the executive director in charge of overseeing the
functioning of the internal control system, and the Board of Statutory Auditors and states his opinion on the
suitability of the internal control system to achieve an acceptable overall risk profile.
7) Compliance committee, who is responsible for continuously overseeing the effective functioning and
enforcement of the organizational, management and control model pursuant to Leg. Dec. 231/01, liaising
with, among others, the manager in charge of preparing the financial reports with reference to relevant
issues in terms of financial disclosure;
8) the various company functions, which, as already specified in regard to the Chief Operating Officer, must
guarantee the correct representation of the information provided, as well as the effective and efficient
application of the administrative and accounting procedures in the areas they are responsible for.
Finally, against this background and in connection with the duties assigned by law, the Board of Statutory
Auditors oversees, among other things, the financial disclosure process and the effectiveness of the internal
control system, the internal audit and the risk management.
The circulation and integration of the information produced in the various areas is ensured by a structured
information flow. In this sense, an important role is played, for example, by the quarterly report of the manager
in charge, setting out, among other things, the results of the activities undertaken, problems that came out, the
action plans established and their progress.
THE CODE OF CONDUCT AND THE CORPORATE GOVERNANCE RULES
Italcementi complies with the Code of Conduct of the Italian Corporate Governance committee, promoted by
the Italian stock exchange, Borsa Italiana S.p.A., since its first edition. The Company adopted its own Code of
Conduct (the Code), last updated by the Company Board of Directors in February 2007, which constitutes a
self-regulation system including legal and regulatory framework provisions, which Italcementi S.p.A. and its
corporate bodies voluntarily comply with. Its end is to highlight the corporate governance model of the
Company established to achieve its primary goal of maximizing value for shareholders.
The Code is based on the Code of Conduct, in its version of March 2006. The Code of Conduct of the Italian
Corporate Governance committee was updated in March 2010 with reference to the sole art. 7 and, further, in
December 2011, it has been completely renewed also to the extent of eliminating discrepancies with current
law provisions. The Company, although it did not include the new art. 7 provisions (subsequently remunerated
in art. 6) in its Code, has already been complying with them, submitting to the examination (i) of the Board of
Directors in March 2011, upon proposal of the Remuneration Committee, the Remuneration policy for
directors, officers and managers vested with special powers and (ii) of the shareholders at their meeting in
April 2011, the Report on remuneration policy. On the other hand, the Company will comply with the new
recommendations within the deadline envisaged therein.
The Code envisages the establishment of corporate bodies and offices as well as the adoption of specific
procedures and conduct, with the sole exceptions described below and with the amendments required by the
specific features of Italcementi S.p.A.
The Board of Directors, moreover, is always willing to assess further trends introduced in the Code of Conduct
and their possible implementation in the Companys Corporate Governance system, provided that, in respect
with the current company situation, the recommendations allow the Companys standing with investors to be
further enhanced.
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A) ORGANIZATIONAL STRUCTURE
Board of Directors
The Company by-laws provide for the company to be managed by a Board of Directors consisting of 11 up to
21 directors who serve for the period established on their appointment, and in any case no more than three
financial years, and who terminate their office on the date of the shareholders meeting called to approve the
financial statements for the final year of their appointment, they may be re-elected.
The Company by-laws, in compliance with the law currently in force, provide for the appointment of the Board
of Directors to occur on the basis of lists that ensure for minority shareholders the minimum number of
directors envisaged by the law.
In addition, the Code of Conduct recommends that this must occur in accordance with a transparent procedure
to ensure, among other things, timely and adequate information on the personal and professional skills of
candidates.
The lists must be filed at the company head offices at least 25 days before the date set for the shareholders
meeting on first or single call; this, together with the conditions and minimum stake required to file the lists,
must be mentioned in the notice of call.
Lists may be filed only by shareholders who, alone or together with other shareholders, are able to provide
evidence that they hold a percentage of the share capital with voting rights no lower than that determined by
CONSOB pursuant to the regulations in force. For 2012, the threshold established for the presentation of
candidates lists for the election of the Board of Directors of Italcementi S.p.A. is 2% of the ordinary share
capital.
No shareholder may file or participate in the filing of more than one list, directly or through third parties or trust
company, or vote for different lists.
Shareholders belonging to the same group and shareholders who join a shareholders agreement on the
Company shares may not file or vote for more than one list, neither through third party or trust companies.
Lists filed in violation of these restrictions will not be accepted.
Each candidate may be filed on one list only under penalty of ineligibility.
At the time of their filing, lists must include:
a) statements by which individual candidates:
* accept their candidature
* under his/her own responsibility state:
- the non-existence of causes for ineligibility
- entitlement of the good reputation requirements established by the law
- entitlement of the independence qualification required by the law and by the Code of Conduct, if any;
b) a brief resume on the personal and professional skills of each candidate with indication of their position as
director and statutory auditor in other companies;
c) information on the identity of shareholders who have presented lists. The intermediary certification or
statement proving ownership of the shareholding prescribed by the law in force when the list is presented
may also be produced after the filing of the list provided that it reaches the Company within the term
envisaged by the regulation in force for the publication of lists by the Company;
d) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection with the majority shareholder, as defined by the law in force.
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The Company by-laws do not provide for good reputation or independence qualification requirements
additional to those required for the Statutory Auditors by TUF.
A list filed not in compliance with the above provisions will be considered as not presented.
At least 21 days before the shareholders meeting date, the Company shall make available at the Company
premises, at the stock exchange and on its website, the lists of candidates which have been filed by
shareholders along with supporting documentation.
In the event of filing of more than one list:
- all the directors are elected from the list that obtains the highest number of votes at the shareholders
meeting, in the order in which they are listed, except for the minimum number reserved by law for the minority
shareholders list;
- the minimum number of directors reserved by law to minority shareholders are elected from the minority
shareholders list that obtains the highest number of votes and is not connected in any way, directly or
indirectly, with the majority shareholders;
- should more than one list obtain the same number of votes, a runoff is held on these lists among all the
shareholders present at the shareholders meeting, and the candidates are elected from the list that obtains
the majority of the share capital represented at the shareholders meeting.
For the purposes of the apportioning of the directors to be elected, the lists that have not achieved a
percentage of votes at least equal to half of the percentage required for the presentation of lists will not be
considered.
Should a party connected to a majority shareholder vote for a list of the minority shareholders, the connection
is significant for the purposes of excluding the minority shareholders elected director, only if this vote was
crucial for the election of the said director.
Should a single list be presented, all the candidates included in that list are elected with a simple majority vote
of the share capital represented at the shareholders meeting.
In the absence of lists, and whenever by means of the voting list mechanism, the number of candidates elected
is lower than the minimum number envisaged by the by-laws, the Board of Directors is respectively appointed
or supplemented by the shareholders at their meeting with the legal majority, provided that at least the
minimum number of directors holding the independence qualification required by the law is guaranteed.
If during the year, owing to resignation or other reasons, one or more directors cease to serve, the others,
provided that the majority is still represented by directors appointed by the shareholders at their meeting, shall
arrange to replace them by means of a resolution approved by the Board of Statutory Auditors.
Directors are replaced, in compliance with the above requirements of good reputation and independence, with
the appointment of unelected candidates belonging to the same list as the directors who no longer serve,
following the original order of presentation. Should this not be possible, the Board of Directors shall act
pursuant to the law.
Directors appointed in this manner hold office until the following shareholders meeting.
The shareholders meeting resolve upon the replacement of directors, in compliance with the above principles,
with a simple majority of the share capital represented at the shareholders meeting.
The term of directors appointed by this way ends at the same time as that of the directors serving at the time of
their appointment.
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No limits to re-eligibility of directors are envisaged, although directors holding the same position for more than
nine years in the last twelve years could be considered - on voluntary basis - no longer to meet the
independence qualification pursuant to the Code of Conduct.
Pursuant to the current regulations, at least one of the members of the Board of Directors, or two if the Board
of Directors consists of more than seven members, must be vested with the independence qualification
established by the law for the members of the Board of Statutory Auditors, while the law requires all directors
to meet the good reputation requirements established by the Minister of Justice for statutory auditors
regulation.
The Code, as stated by the Corporate Governance Committee, requires an adequate number of non-executive
directors to be independent in the sense that they do not have, nor have recently had, directly or indirectly,
relationships with the company or with parties linked to it, such as to influence their independence of judgment.
Should an elected director during their term of office no longer satisfy the good reputation requirements
established by the law or the by-laws, their office shall terminate.
Should the independence criteria prescribed by the law no longer be met, the director concerned must
immediately inform the Board of Directors. In the event, the office of the director shall terminate, except in
cases where such criteria are still held by at least the minimum number of directors envisaged by the current
regulation.
No exception to the ban on competition envisaged by art. 2390 of the Italian Civil Code has been authorized by
the shareholders meeting or is envisaged by the Company by-laws. Moreover, no director is a shareholder
with unlimited responsibility in competitors or runs a competing business on their own or on behalf of third
parties, or is a director or chief operating officer in competitors.
Pursuant to the Company by-laws, the Board of Directors is vested with full powers of ordinary and
extraordinary company management. It may, therefore, perform all acts which it deems necessary to achieve
the business purpose with the sole exclusion of those expressly reserved by law to the shareholders meeting.
Besides the powers vested with the Board of Directors by law and by the Company by-laws regarding the issue
of shares and bonds, in compliance with art. 2436 of the Italian Civil Code, resolutions on the matters listed
below are assigned not only to the extraordinary shareholders meeting, but also to the Board of Directors:
- incorporation of wholly owned or at least ninety percent owned companies;
- transfer of the registered office, provided that it remains within Italy;
- establishment or removal of secondary offices, in Italy and abroad;
- reduction of the share capital in the case of withdrawal by a shareholder;
- amendment of the company by-laws to comply with legal requirements.
The Board of Directors, in compliance with the by-laws, meets at least once every quarter. At these meetings,
the executive directors report to the Board and Board of Statutory Auditors on significant transactions
undertaken in execution of the powers granted to them.
The Code underlines the key role played by the Board of Directors and sets out and supplements its specific
duties which include, among other things: the assignment and termination of delegated powers to senior
officers; the evaluation and approval of strategic, business and financial plans as well as the assessment of
business forecasts and the adequacy of the organizational, administrative and general accounting
arrangements of the company and subsidiaries; the examination and approval of the accounting entries for the
period; the prior evaluation and approval of strategic transactions; the assessment of the company operational
structure; the determination of the remuneration of directors vested with special powers and the manager in
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charge of preparing the companys financial reports; reports presented at shareholders meetings; the
examination and approval of the Corporate Governance system.
In addition, the Board of Directors is required to evaluate and approve in advance:
- the transactions with related parties undertaken by the company itself and by its subsidiaries when such
transactions are of strategic or financial importance for Italcementi S.p.A.;
- other transactions with related parties when expressly required by the specific company procedure and in
compliance with the methods therein.
Finally, the Board of Directors must review, at least once a year, the size, composition and functioning of the
Board itself and of its Committees.
The Board of Directors mainly consists of non-executive members and among these a sufficient number are
independent. Should the Chairman of the Board of Directors be the primary officer responsible for company
management, as also whenever the position of Chairman is held by the person who controls the company, the
Code envisages that the Board appoints an independent director as the lead independent director, to be a
reference for and to coordinate the requests and contributions of non-executive directors and, in particular,
independent directors.
The Chairman coordinates the activities and chairs meetings of the Board of Directors and ensures that its
members are provided in due time with information on the related important items in order to assure a useful
attendance, subject to any needs of urgency or confidentiality. To this extent, the supporting documentation on
the items on the agenda is sent by e-mail to each member of both the Board of Directors and the Board of
Statutory Auditors some days before each meeting (generally two days before the meeting). Moreover, when
the supporting documentation is particularly complex and/or heavy, explanatory notes are provided with.
In addition, the Chairman, through the competent company departments, acts to ensure that the directors take
part in initiatives aimed at increasing their knowledge of the company and its dynamics and are informed about
the main amendments to the legislative and regulatory framework concerning the company and its corporate
bodies.
Directors act and pass informed resolutions independently, pursuing the primary goal of creating value for
shareholders. They accept their offices acknowledging that they can devote the due time to diligent
performance of their duties. Pursuant to the Code, effective performance of the duties of director is deemed to
be consistent with no more than:
- 5 offices as executive director,
- 10 offices as non-executive director or independent director or statutory auditor
in companies listed also abroad on regulated markets, in financial, banking, insurance or major companies,
excluding subsidiaries of Italcementi S.p.A., parents and companies subject to joint control.
A list of the positions as director, statutory auditor, and chief operating officer held by each director in other
companies listed on regulated markets, in financial, banking, insurance or major companies is set out below:
Giampiero Pesenti * Italmobiliare S.p.A. - Chairman and Chief Executive Officer
* Ciments Franais S.A. - Director
(representing Italcementi S.p.A.)
* Allianz S.p.A. - Director
* Compagnie Monegasque de Banque - Director
* Credit Mobilier de Monaco - Director
* Finter Bank Zrich - Director
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* Mittel S.p.A. - Director
Pierfranco Barabani * SACBO S.p.A. - Director
Carlo Pesenti * Italmobiliare S.p.A. - Director - Chief Operating Officer
* Ciments Franais S.A. - Deputy Chairman
* Mediobanca S.p.A. - Director
* RCS MediaGroup S.p.A. - Director
* Ambienta SGR - Director
Giulio Antonello * Alerion Clean Power S.p.A. - Chief Executive Officer
* Industria e Innovazione S.p.A. - Director
* Reno de Medici S.p.A. - Director
Alberto Bombassei * Brembo S.p.A. - Chairman Chief Executive Officer
* Atlantia S.p.A. - Director
* Nuovo Trasporto Viaggiatori S.p.A. - Director
* Pirelli S.p.A. - Director
* Fiat Industrial S.p.A. - Director
Giorgio Bonomi * Italmobiliare S.p.A. - Director
* IGP - Decaux S.p.A. - Director
Alberto Cl * Atlantia S.p.A. - Director
* De Longhi S.p.A. - Director
* Iren S.p.A. - Director
Federico Falck * Falck S.p.A. - Chairman
* Falck Renewables S.p.A. - Chairman
* Banca Popolare di Sondrio S.c.r.l. - Director
* Avvenire Nuova Editoriale Italiana S.p.A - Director
* Falk Renewables Wind Ltd. - Director

Carlo Garavaglia * Beltrame Holding S.p.A. - Chairman
* Comitalia Compagnia Fiduciaria S.p.A. - Chairman Board of Statutory Auditors
* Cordfin S.p.A. - Director
* De Longhi S.p.A. - Director
* Elba Assicurazioni S.p.A. - Chairman
* Eunomia S.p.A. - Chairman
* Habitat S.p.A. - Statutory Auditor
* Unione di Banche Italiane S.c.p.A. - Supervisory Director
* Del Clima S.p.A. - Director
Italo Lucchini * Italmobiliare S.p.A. - Deputy Chairman
* Unione di Banche Italiane S.c.p.a. - Supervisory Director
* Ciments Franais S.A. - Director
* BMW Italia S.p.A. - Chairman Board of Statutory Auditors
* BMW Financial Services Italia S.p.A. - Chairman Board of Statutory Auditors
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* Cartiere Fedrigoni & C. S.p.A. - Chairman Board of Statutory Auditors
* Fedrigoni S.p.A. - Chairman Board of Statutory Auditors
Sebastiano Mazzoleni * Italmobiliare S.p.A. - Director
* Ciments Franais S.A. - Director
(representing italcementi Ingegneria S.r.l.)
Yves Ren Nanot * Ciments Franais S.A. - Chairman
* Asia Cement Public Co. Ltd - Director
* Ciments du Maroc - Director
* Essroc Corporation - Director
* Suez Cement Company - Director
* Zuari Cement Ltd - Director
Marco Piccinini * Ferrari S.p.A. - Director
* Finter Bank Zrich - Director
* Montezemolo & Partners S.p.A. - Director
Attilio Rota * Banca dItalia Bergamo branch - Director - Examiner
Carlo Secchi * Allianz S.p.A. - Director
* Expo 2015 S.p.A. - Director
* Mediaset S.p.A. - Director
* Pirelli & C. S.p.A. - Director
* A2A S.p.A. - Management Board member
Elena Zambon * Secofind S.I.M. S.p.A. - Chairman
* Zambon S.p.A. - Chairman
* Zambon Company S.p.A. - Director
* Fondo Strategico Italiano S.p.A. - Director
Emilio Zanetti * Unione di Banche Italiane S.c.p.a. - Chairman of the Operating Board
* Banca Popolare di Bergamo S.p.A. - Chairman
* SACBO S.p.A. - Deputy Chairman
The report on the financial statements of the Board of Statutory Auditors provides for a list of the positions held
by each of its members at the date of the reports publication, in joint stock companies, limited liabilities
companies and in partnerships.
Legal representation Executives
According to the by-laws, legal representation of the Company vis--vis third parties and in lawsuits lies with
the Chairman and, if appointed, the Deputy Chairman (or Deputy Chairmen) and the Chief Executive Officer
(or Chief Executive Officers).
The Board of Directors has granted to an Executive Committee all its powers, except those that the Italian Civil
Code and the by-laws do not allow to be delegated.
The resolutions of the Executive Committee are reported to the Board of Directors at the first following meeting.
The Board of Directors has appointed an Executive Deputy Chairman, a Deputy Chairman, a Chief Executive
Officer and a Chief Operating Officer.
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The Code provides for the Board of Directors, at its first possible meeting and, in any case, at least on a
quarterly basis, to be informed on the activities carried out by the Chief Executive Officer and the other
executive directors, and in particular on the most important transactions with an impact on the financial
statements undertaken by the company or by the subsidiaries, on the main transactions with related parties
and those with a potential conflict of interest which have not been submitted to the Board for its prior approval.
Upon proposal of the Remuneration committee, the Board of Directors, in the absence of those directly
concerned, establishes the remuneration, grants monetary benefits for directors vested with special powers in
compliance with the articles of association, based on the opinion of the Board of Statutory Auditors and, when
required, upon further evaluation of the Committee for Transactions with Related Parties. A significant part of
the remuneration of the Chairman, Executive Deputy Chairman and Chief Executive Officer is tied to business
results and to achievement of specific targets.
A consistent approach and coordination of activities are ensured by the presence of the Chairman, Executive
Deputy Chairman, Deputy Chairman, Chief Executive Officer and Chief Operating Officer, directors or officers
of Italcementi S.p.A. on the Boards of Directors of the main subsidiaries.
Transactions with related parties
Without prejudice to the provisions of the Procedure for Transactions with Related Parties last approved by the
Board of Directors in its session of November 2010, transactions with related parties must be carried
transparently and in compliance with the criteria of formal and substantial accuracy. Therefore, directors who
have an interest, even if only potential or indirect, in a transaction are required to:
a) provide timely and exhaustive information to the Board on the existence of the interest and on its
circumstances;
b) to leave the Board meeting at the time the resolution is taken.
In specific circumstances, however, the Board of Directors may allow the participation of the director
concerned in the discussion and/or the vote.
Moreover, according to the by-laws and the above mentioned procedure, the Board of Directors may undertake
significant transactions with related parties notwithstanding a negative opinion of the Committee for
Transactions with Related Parties, upon authorization of the shareholders meeting, provided that, without
prejudice to the majorities of law, the shareholders who are not related parties present at the meeting
represent at least 10% of the share capital and those do not vote against the transaction (the so-called
whitewash).
In cases of urgency, the Board of Directors, or the competent body, may, directly or through subsidiaries,
execute transactions with related parties, that are not under the prerogatives of the shareholders meeting and
do not require its authorization, by applying the simplified rules envisaged by the Procedure for Transactions
with related parties adopted by the Company.
Appointment of committees
Italcementi S.p.A., in its own Code, provides for the Board of Directors to appoint a Remuneration committee
and an Internal control committee from among its members. Their resolutions are of advisory or propositional
role and do not bind the following Board resolutions.
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The Committees shall be composed of no fewer than three members and, in carrying out their duties, may
access the supporting corporate information and functions, and also request the assistance of external
advisors.
Each Committee elects its own Chairman and a secretary (who is not required to be a member of the
committee) and meets at request of its Chairman or his/her delegate. The meeting may be called informally
(including by unwritten means).
The meetings of each committee are validly convened with the participation of the majority of its members, in
person or via an audio or video-conference link. Each committee carries resolutions by an absolute majority
vote of the members participating at the meeting.
The Remuneration committee, consisting of non-executive directors, the majority of whom are independent,
has the task of proposing to the Board, in the absence of those directly involved, the remuneration of directors
vested with special powers, as well as of the Chief Operating Officer and Officers with strategic responsibilities.
It also enforces their application on the basis of the information supplied by the executive directors. The
Remuneration committee also performs additional advisory functions on remuneration and related matters
which the Board of Directors may request from time to time.
The Internal control committee, consisting of independent directors, has the task, in addition to the above, of
verifying, together with the manager in charge of preparing the companys financial reports and the external
auditors, the correct application of accounting policies and their consistency for the purposes of preparing the
consolidated financial statements; of expressing, at request of the Chief Executive Officer, opinions on specific
aspects regarding identification of the main company risks as well as the planning, realization and
management of the internal control system; of examining the activities program and periodic reports prepared
by the Controller. In addition, the Internal control committee performs further duties assigned by the Board of
Directors and reports, at least on a half-yearly basis, during approval of the yearly and half-yearly reports, on
the activities undertaken and on the adequacy of the internal control system.
The Internal Control committee also supports the Board of Directors with the activities related to the functioning
of the internal control system.
The meetings of the committee are attended by the Chairman of the Board of Statutory Auditors or other
auditor appointed by him/her; the Chairman and the Chief Executive Officer may also take part, as well as, if
invited, the Chief Operating Officer, the internal control staff and the heads of other company functions.
Among the committees recommended by the Corporate Governance Committee, the Italcementi S.p.A. Code
does not provide for a Nomination committee, given that the shareholding structure of the Company has a
permanent majority shareholder holding the absolute majority of voting rights. Moreover, the appointment of
the Board of Directors is now governed by the Company by-laws which envisage, among other things, that
upon presentation of the list a brief resume is attached for each candidate with their personal and professional
skills. These resumes, pursuant to the law and the Code, must be duly published on the company website; in
addition, it is now current practice that during the shareholders meeting the Chairman or, at their request, the
Chief Executive Officer provide data and professional details on candidates and their eligibility as independent
directors.
Further, in inviting issuers to evaluate the setting-up of a Nomination committee within the Board of Directors,
the Corporate Governance Committee stated that ... this solution has its origin in systems with widespread
shareholdings, to ensure an adequate level of independence of the directors in relation to management ....
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Lastly, the Board of Directors, in compliance with the regulation envisaged for transactions with related parties,
set up from among its members, during the adoption of the related procedure, a Committee for Transactions
with Related Parties, which consists of independent directors only and the composition of which coincides with
that of the Internal control committee.
The Committee for Transactions with Related Parties has the task of assessing the formal and substantial
accuracy of the transactions undertaken directly by the Company, or through its subsidiaries, with other related
parties.
The members of the Committee were asked to express their approval on the procedure prior to its adoption.
The committee elects its own Chairman and, at the latters request, a secretary who is not necessarily a
member of the committee and who has the task of preparing the minutes of meetings. The members of the
committee for Transactions with Related Parties are required to promptly declare the existence of any dealings
in relation to the specific transaction with related parties, in order to permit application of the equivalent
controls. In order for the meetings of the committee to be valid, it is necessary for the majority of the serving
members to be present. The meetings of the committee can also be held using broadcasting technology
channels. The committee passes resolutions with the majority of those with voting rights.
Lead independent director
The Code envisages, in relation to independent directors, that should the Chairman of the Board of Directors
be the primary officer responsible for company management, and also when the position of Chairman is held
by the person who controls the company, the Board appoints an independent director as Lead independent
director, to provide a reference for and coordinate requests and contributions of non-executive directors and,
in particular, independent directors.
At the meeting of April 16, 2010, the Board of Directors appointed Mr. Alberto Cl, an independent director, as
Lead independent director.
Control system
For this information on the Internal control system, please refer to section Features of the Risk management and
internal control system regarding the financial disclosure process.
Executive director responsible for overseeing the internal control system
With reference to the control system, during the meeting of April 16, 2010, pursuant to the Code and with the
assistance of the Internal control committee, the Board of Directors appointed the Chief Executive Officer as
the executive director responsible for overseeing the internal control system.
Manager in charge of preparing the companys financial reports
The Consolidated Law on Finance (TUF) provides that, within the corporate organization of companies listed
on regulated markets which have Italy as their homemember state, should be appointed a manager in charge
of preparing the companys financial reports who is assigned with specific responsibilities, in particular for
corporate disclosure.
On April 16
th
, 2010, the Board of Directors confirmed Carlo Giuseppe Bianchini, the head of Central Group
Administration & Control, as Manager in charge of preparing the companys financial reports, pursuant to art.
154-bis of TUF and art. 30 of the Company by-laws.
The office of Mr. Bianchini will end with the term of the current Board of Directors, i.e., with the approval of the
financial statements for 2012.
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Pursuant to the Company by-laws, the Manager in charge of preparing the companys financial reports must:
1) be a manager and meets the good reputation requirements established by law for the members of the
Board of Directors;
2) have at least three consecutive years experience in the exercise of administrative/accounting and/or
financial and/or control activities at the company and/or its subsidiaries and/or at other joint stock
companies.
At the time of the appointment, the Board of Directors provided the Manager in charge with autonomous
financial resources to exercise the powers granted to him and with the duty of reporting half-yearly to the Board
of Directors on the resources utilized. Furthermore, the Board, upon proposal of the Remuneration committee,
defines, at the time of the appointment and then annually, the remuneration of the Manager in charge.
Board of Statutory Auditors
The Code takes up and supplements the laws and by-laws with reference to the appointment of the Board of
Statutory Auditors which shall occur in accordance with a transparent procedure guaranteeing, among other
things, timely and adequate information on the personal and professional skills of the candidates.
The Board of Statutory Auditors is appointed on the basis of lists aimed at ensuring for minority shareholders
the appointment of one acting auditor and one substitute auditor.
Lists must be filed at the company head offices or by sending notice to the address of certified electronic mail
indicated in the notice of call, at least 25 days before the date set for the shareholders meeting in first or single
call; this, together with the means and minimum stake required to file the lists, must be mentioned in the notice
of call.
Lists may be presented only by shareholders who, alone or together with other shareholders, are able to
provide evidence that they hold a percentage of the share capital with voting rights no lower than that
determined by CONSOB pursuant to the regulations in force for the appointment of the Board of Directors. For
2012, the established threshold is 2% of the ordinary share capital.
No shareholder may file or participate in the presentation of more than one list, directly or through a third party
or trust company, or vote for different lists.
Shareholders belonging to the same group and shareholders who join a shareholders agreement on the
company shares may not file or vote for more than one list, neither through a third party or trust companies.
Lists filed in violation of these restrictions will not be accepted.
Each candidate may be filed on one list only under penalty of ineligibility.
At the time of their filing, lists must include:
a) statements by which individual candidates:
* accept their candidature
* under his/her own responsibility state:
- entitlement of the professional requirements envisaged by the by-laws,
- the non-existence of causes for ineligibility or incompatibility,
- entitlement of the good reputation requirements established by the law,
- entitlement of the independence criteria required by the law and by the Code of Conduct;
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b) a brief resume on the personal and professional skills of each candidate with an indication of their position
as director and statutory auditor in other companies;
c) information on the identity of the shareholders who have presented lists. The certification or statement
proving ownership of the shareholding prescribed by the law in force when the list is presented may also be
produced further to the file of the list provided that it reaches the company within the term envisaged by the
regulation in force for the publication of lists by the company;
d) a statement by the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection, as defined by the law in force.
A filed list that does not comply with the above provisions will be considered as not presented.
In the event that, by the deadline of 25 days preceding the date of the shareholders meeting, a single list has
been filed, or only lists presented by shareholders who are connected to each other pursuant to current
regulations, further lists can be presented until the following third day and the participation threshold indicated
in the notice of call will be halved.
At least 21 days before the date envisaged for the shareholders meeting which is called to appoint the Board
of Statutory Auditors, the Company shall make available at the company head offices, at the Italian stock
exchange and on its website, the lists of candidates which have been submitted by shareholders and the
belonging documentation.
In the event of filing of more than one list:
- the list that obtains the highest number of votes at the shareholders' meeting elects two acting auditors and
two substitute auditors, in the order in which they are listed in the sections of the list;
- the minority shareholders list that obtains the highest number of votes among the lists presented and voted
by shareholders who are not connected in any way, directly or indirectly, with the majority shareholders,
elects the third acting auditor and the third substitute auditor, in the order in which they are listed in the
sections of the list;
- should more than one list obtain the same number of votes, a runoff is held on these lists among all the
shareholders present at the shareholders meeting, and the candidates are elected from the list that obtains
the majority of the share capital represented at the shareholders meeting.
Should a party connected to a majority shareholder vote for a list of the minority shareholders, the connection
is relevant for the purposes of excluding the minority shareholders elected auditor only if this vote was crucial
for the election of the said auditor.
Should a single list be presented, all the candidates included in that list are elected with a majority vote of the
share capital represented at the shareholders meeting.
Should no lists be presented, the shareholders meeting appoints the Board of Statutory Auditors with a
majority vote of the share capital represented at the shareholders meeting.
The chairmanship of the Board of Statutory Auditors lies with the person indicated in first place on the list
presented and voted by the minority shareholders, or to the first name in the single list presented or to the
person appointed as such by the shareholders meeting should no lists be presented.
Pursuant to the by-laws of Italcementi S.p.A., those who are in situations of incompatibility as envisaged by
the law or those who have exceeded the limit of engagements established by the regulation in force, cannot be
elected as auditors, and if elected cease to serve.
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Should an elected auditor during his/her term of office no longer satisfy the requirements envisaged by the law
or the by-laws, his/her office shall terminate.
When it is necessary to replace an acting auditor, the substitute auditor belonging to the same list as the
removed auditor takes over.
In their absence, in accordance with the original order of presentation, the candidate from the same list as the
ceased auditor takes over, without taking the initial section into account.
Should the replacement concern the Chairman of the Board of Statutory Auditors, the position will be taken
over by the auditor of the minority shareholders.
Auditors appointed in this manner hold office until the following shareholders meeting.
Should it be necessary to supplement the Board of Statutory Auditors:
- to replace an auditor elected from the majority shareholders list, the appointment takes place with a simple
majority vote of the share capital represented at the shareholders meeting, choosing among the candidates
indicated in the original majority list;
- to replace an auditor elected from the minority shareholders list, the appointment takes place with a simple
majority vote of the share capital represented at the shareholders meeting, choosing among the candidates
indicated in the original minority shareholders list;
- for the simultaneous replacement of auditors elected in the majority and the minority shareholders lists, the
appointment occurs with a simple majority vote of the share capital represented at the shareholders
meeting, choosing among the candidates indicated in the list belonging to which each auditor was part of,
with a number of auditors equal to the number of ceased auditors belonging to the same list.
Whenever would not be possible to proceed as above, the shareholders meeting called to supplement the
Board of Statutory Auditors passes a resolution with a simple majority of the share capital represented at the
shareholders meeting, without prejudice to the principle by which one acting auditor and one substitute auditor
must be appointed by minority shareholders . In any case, the Chairmanship of the Board of Statutory Auditors
must be assigned to the auditor representing the minority shareholders.
Auditors shall accept their appointment when they believe they can devote the appropriate time to the diligent
performance of their duties.
The Code recommends the statutory auditors to be chosen among those who qualify as independent on the
basis of the criteria provided for directors and, as mentioned above, upon filing of the list they submit a
statement to confirm that they meet the independence criteria. The Board of Statutory Auditors shall verify the
proper application of and compliance with these criteria upon appointment and then annually; the outcome of
this assessment and of that performed by the Board of Directors to assess the independence criteria of
directors so defined will be disclosed in the corporate governance report or in the auditors report to the
shareholders meeting.
The Code states that auditors, too, are bound by an obligation of confidentiality and are prohibited by law from
using, directly or indirectly, confidential information for immediate or future personal or financial gain.
Besides the duties envisaged by the law and the by-laws, the Code requires the Board of Statutory Auditors to:
a) oversee the independence of the external auditors by verifying both compliance with relevant laws and the
nature and extent of services other than account auditing provided to the company and its subsidiaries by
the external auditors and companies belonging to its group;
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b) evaluate the proposals made by external auditors for their appointment to this position, as well as the audit
plan and the results set out in their report and any letter of recommendations;
c) oversee the effectiveness of the audit process.
Under the Code of Conduct approved by the Corporate Governance Committee, these last two duties could
have been entrusted to the Internal control committee rather than to the Board of Statutory Auditors. The
Company believed to be more consistent with the actual functions of the corporate bodies the assignment of
these duties to the Board of Statutory Auditors, which already reviews the proposals of the external auditors
and their activity program and, pursuant to the current regulations, proposes the engagement and termination
of the external auditors at the shareholders' meeting; finally, this interpretation has been confirmed by Leg.
Dec. 39/2010 by which VIII directive on statutory audits has been acknowledged in Italy.
The Code provide for the Auditor who has, directly or through third parties, any interest in a specific Company
transaction, to timely and exhaustively inform the other Auditors and the Chairman of the Board of Directors
about nature, terms, cause and value of his/her interest.
Shareholders Meetings
The Code envisages that all the Directors regularly attend shareholders meetings and encourage and facilitate
the broadest possible participation by shareholders smoothing the process of exercising voting rights.
To this extent, the Board of Directors reports to the shareholders meeting on the fulfillment of their duties as
performed and planned and ensures shareholders to have adequate information in order to them to well-
informed resolve upon the matters within their prerogatives.
Shareholders who hold voting rights as certified by the communication envisaged by law and received by the
Company no later than the end of the third trading day prior to the date set for the shareholders meeting on
first or single call, are entitled to vote and attend shareholders' meetings. The legitimacy to vote and attend
shareholders meetings is in any case entrusted with when the company has received the communication after
the terms fixed by current regulations, provided that this is before the beginning of the proceedings for each
individual meeting.
For each shareholders meeting the Company may appoint, with a specific indication in the notice of call, a
subject to whom entitled shareholders may confer a proxy, with voting instructions on all or some of the items
on the agenda, as envisaged by the current regulations.
No regulations have been envisaged for the proceedings of shareholders meeting since the broad powers
assigned to the Chairman by law and current practices, as well as the by-law (art. 13) that expressly grants to
the Chairman the power to lead the discussions, keep order and establish the voting method, as long as
pursuant to disclosed proceeds, are considered adequate tools for the orderly running of shareholders
meetings.
Relationships with institutional investors and shareholders
The Company seeks continuous dialogue with shareholders, based on a mutual understanding of their
respective roles. To this end, the Chairman and the Chief Executive Officer, within their respective corporate
duties and assignments, provide for the general guidelines to be adopted by company departments in dealings
with institutional investors and other shareholders.
To this extent, the Investor relations function, lead by Mr. Giancarlo Berera, has been established within the
Group Finance department.
In addition to that and in order to provide timely and easy access to company information and thus allow
shareholders to exercise their rights well-informed, a specific website section has been created, in which
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corporate information and documentations are available, in particular the procedures to participate and
exercise voting rights at shareholders meetings, documentation relating to the items on the agenda, including
Reports on the latter, lists of candidates to director and statutory auditor positions, with their curricula, financial
reports, press releases issued by the company pursuant to the Consolidated Law on Finance, the corporate
calendar, etc.
B) IMPLEMENTATION OF CORPORATE GOVERNANCE RULES
Board of Directors composition and its meetings
The shareholders meeting of April 16, 2010, appointed the Board of Directors for 2010 - 2012, setting the
number of members at 19.
On that occasion, in compliance with the procedure set out in the Company by-laws, two lists of candidates
were presented, one by the majority shareholder, Italmobiliare S.p.A., the other by the minority shareholder
First Eagle Investment Management LLC. Therefore, among the elected directors, 18 represented the majority
shareholder and one the minority.
The Board of Directors, at its first meeting upon appointment and then annually during examination of the draft
financial statements for the year, assessed, in compliance with the Code, the good reputation and
independence qualification of its members taking into account the information supplied by each director. With
reference to the independence evaluation, the Board agreed upon the declaration provided by Mr. Ettore
Rossi, Mr. Attilio Rota and Mr. Emilio Zanetti, who considered themselves to be vested with the independence
qualification despite the fact that they hold the office for more than 9 years out of the last 12 years.
The outcome of this assessment has been disclosed to the market and is underlined in the Corporate Bodies
table at the premise of this Report as well as in the table attached to this section.
The shareholders meeting of April 19, 2011 increased the Board of Directors members up to 20 directors
appointing Mr. Renato Guerini, later named Deputy Chairman on September 15.
Following the early decease of director Mr. Pietro Ferrero, occurred on April 18, 2011, the Board of Directors,
at its meeting of May 5

, 2011, according to art. 16 of the by-laws, co-opted Mr. Carlo Garavaglia, first and sole
remaining candidate of the list presented by the majority shareholder at the time of appointing the Board
members currently in office.
On April 27, 2011, Mr. Antonio Carosi, sole candidate of the list presented by the minority shareholder First
Eagle Investment Management LLC, resigned from his office. The Board of Directors, retained the opportunity
of ensuring, also at this stage, the minority representation at the Board, asked the sole minority shareholder
who presented the list directly to get proposals on the replacement of the resigning director. During the Board
meeting of July 29, 2011, Mr. Giulio Antonello was then co-opted.
As envisaged by the Code, on March 2, 2012, the Board of Directors assessed the size, composition and
functioning of the Board and its Committees.
To this extent, the Company circulated among the directors a self-evaluation questionnaire made up of
statements, for which their level of agreement has been marked.
The outcome of this assessment and the comments, sometimes expressed, showed a clearly positive
judgment on the functioning of the Board of Directors and its Committees.
In particular, note was made of the following: i) the Board of Directors is made up of an adequate numbers of
non-executive and independent directors so that their judgment has a particular weight on the adoption of the
resolutions, ii) the Chairman ensures a proper management of the discussions, giving each member the same
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time to express their point of view, and iii) the information flow among Board of Directors, Statutory Auditors
and External auditors is positive and fruitful.
During 2011 the Board of Directors met 6 times in total; 16 directors, of whom 7 independents, attended all the
meetings, 2 directors, both independent, attended 5 meetings, 1 independent director attended 4 meetings, 1
director attended 3 meetings.
The average length of meetings of the Board of Directors held during the year was of approximately 3 hours
and 20 minutes.
The entire Board of Statutory Auditors attended 5 of the meetings; two auditors were present at the other
meeting.
Upon invitation, the Chief Operating Officer of the Company attended all the meetings of the Board of
Directors, as did the Manager in charge of preparing the companys financial reports. Moreover, some officers
of the Company and of subsidiaries and managers responsible for Company functions, from time to time
involved, took part at the meetings to refer upon the items on the agenda of their fields.
The Board, at the time of examining and approving the periodic financial reports, also evaluated the overall
managements performance, taking into account information provided by the executives and comparing results
achieved with ones targeted.
During 2012 the Board of Directors has so far met twice, the first time to examine revenues for 2011 and the
outlook for 2012, the second to approve among other things the draft financial statements for 2011. During
the year no fewer than a further three meetings are currently planned to approve the interim accounts.
During 2011 the Executive committee has so far met twice, once with all its members present and the other
time with the attendance of 5 members. The average length of meetings of the Executive committee held
during the year was of approximately 1 hour and 15 minutes. During 2012, Executive committee has not met
yet.
During 2011, the Lead independent director met once with the other independent directors.
Assignment of duties and granting of powers
The Italcementi S.p.A. Board of Directors has 16 non-executive directors out of a total of 20. Among the non-
executive directors, 10 are independent.
The Chairman, the Executive Deputy Chairman and the Deputy Chairman are deemed as executive directors
in consideration of the duties and powers granted to them.
The Chief Executive Officer belongs to the executive directors. The Board of Directors, upon his/her
appointment, determines duties and powers and sets any quantitative limits on the exercise of such powers.
The granting of powers (including those of the Chief Operating Officer) is based on the principle of segregation
of duties.
The granting of powers, i.e., the assignment of operational powers to one or more directors and/or to the
Executive Committee does not exclude the prerogative of the Board of Directors, which in any case holds a
greater power of guidance and control over the general business of the company in its various aspects.
Three of the 6 members of the Executive Committee, are executive directors; the others, two of whom
independent, are, in any case, deemed non-executive directors. That because the Companys Executive
Committee does not meet on a regular basis and in fact only meets when it is necessary to promptly adopt
specific resolutions. The Code of Conduct promoted by Borsa Italiana S.p.A., also, agrees with this
interpretation provided that, as in this case, the director is not granted individual executive powers.
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Legal representation of the Company is granted by the by-laws, severally, to the Chairman, Deputy Chairman
(or Deputy Chairmen) and to the Chief Executive Officer (or Chief Executive Officers).
Within the Board of Directors, the allocation of powers is as follows:
to the Executive Committee, consisting of six members, all the powers of the Board of Directors, except for
those which the Italian Civil Code and the by-laws do not allow to be delegated. As specified at the time of its
appointment, the resolutions of the Executive Committee must be reported to the next Board of Directors
meeting;
to the Chairman, Mr. Giampiero Pesenti, considering his role in the holding company and his consolidated
experience in the Company scope of activity, among other duties and in addition to the powers envisaged by
the Company by-laws and by the other Corporate Governance Codes, the duties to oversee application of
the Corporate Governance principles approved by the Board of Directors and to propose any amendment to
them; indicate general strategic guidelines for Group business; specify the general policies for annual and
interim financial statements as well as the general financial policies of the Group; approve the most
important organizational changes (regarding both Italcementi S.p.A. and the main directly or indirectly
subsidiaries) upon proposals of the Chief Executive Officer or of the Chief Operating Officer; approve the
significant changes to the Groups corporate structure, approve, for further submission to the Board of
Directors or the Executive Committee, the most important transactions regarding acquisitions, disposals,
capital expenditure, development in new initiatives and, generally, extraordinary transactions; indicate
general policies for recruiting, training and managing staff and determine, also upon proposals of the Chief
Executive Officer, the recruitment, remuneration (after consulting the Remuneration Committee and
receiving the approval of the Board of Directors where envisaged), promotions, transfers, suspensions,
termination or contract review for senior managers of the Group in Italy and in the other countries where the
Group operates; deal with external communication.
In addition, besides the powers needed to carry out the assigned duties, the Chairman has been granted
powers to undertake securities and real estate transactions, with a limit of 50 million euro for each individual
transaction with single signature and 75 million euro with joint signature with the Chief Executive Officer or
the Chief Operating Officer;
to the Executive Deputy Chairman, Mr. Pierfranco Barabani, the powers to undertake property transactions
up to the limit of 15 million euro for each individual transaction;
to the Deputy Chairman, Mr. Lorenzo Renato Guerini, the duty of supporting the international development
by coordinating the activities within the scope of the Strategic Planning area as well as this of the Research
center and making proposals on potential partners and institutions which will be able to support on defining
Groups international development projects;
to the Chief Executive Officer, Mr. Carlo Pesenti, among other duties, the responsibility for supervising
management policies, business development strategies and coordination of the Companys and of the main
direct or indirect subsidiaries transactions, issuing the appropriate instructions to the Chief Operating Officer
and the other corporate bodies; proposing organizational and corporate structure changes; drafting the
separate and consolidated financial statements, including the half-yearly and quarterly reports as envisaged
by the law; preparing, with the assistance of the Chief Operating Officer, the annual budgets for Italcementi
S.p.A. and the Group and long-term strategic plans; overseeing the financial management of the Company
and the Group; signing technical/administrative contracts with subsidiaries and associates; under the general
policies indicated by the Chairman, defining policies relating to the choice of senior managers and staff
management of Italcementi S.p.A. and of the main direct or indirect subsidiaries; recruiting staff at all levels;
appointing every kind of consultant.
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In addition, the Chief Executive Officer has been granted powers to undertake actions regarding:
industrial transactions (technical, manufacturing, commercial, administrative) up to a limit of 50 million euro
for each individual transaction with single signature and 75 million euro with joint signature with the
Executive Deputy Chairman or the Chief Operating Officer;
securities and real estate transactions up to a limit of 50 million euro for each individual transaction with
single signature and 75 million euro with joint signature with the Chairman or the Chief Operating Officer;
at its meeting on April 16, 2010, the Board of Directors assigned to the Chief Operating Officer, Mr.
Giovanni Ferrario, among others, the duties of overseeing and directing the technical, manufacturing, and
commercial activities of Italcementi S.p.A.; directing, coordinating and controlling the activities of the
industrial subsidiaries; proposing to the Chief Executive Officer the functional arrangements of the corporate
organization; maximizing the efficiency of the corporate production units of the Italian subsidiaries and their
compliance with the regulations and laws in force; determining and cooperating with the Chief Executive
Officer in establishing staff management guidelines.
In addition, the Chief Operating Officer has been granted powers to undertake industrial transactions
(technical, manufacturing, commercial, administrative and some financial) up to a limit of 20 million euro for
each individual transaction and real estate transactions up to a limit of 15 million euro for each individual
transaction.
The limits set for the powers granted respectively to the Executive Deputy Chairman and the Chief Operating
Officer are doubled should their signature be combined with that of the other. In addition, and solely for
industrial activities, the limits set for the powers granted to the Chief Operating Officer are doubled should their
signature be combined with that of one of the Deputy Chief Operating Officers, if appointed.
The Chief Executive Officer and the Chief Operating Officer have assigned specific and more limited powers to
officers of the Company within their area of activities.
The Chief Executive Officer and the other executive directors have periodically reported to the Board of
Directors and the Board of Statutory Auditors, as envisaged by the Code and by the Company by-laws, about
activities undertaken within their assignments and powers. In addition, the most important transactions with an
impact on the financial statements undertaken by the Company, the main transactions with related parties as
well as transactions leading to potential conflicts of interests, have been submitted to the Board of Directors,
even when within the limits of their powers.
Group interdepartmental bodies
To implement the policies of the Board of Directors, a number of bodies not provided for by the by-laws have
been established with duties of coordination and operational integration which do not, however, modify the
responsibilities and powers of the functions represented in that bodies.
In addition, a Committee of Officers operates at Group level, chaired by the Chief Operating Officer of
Italcementi S.p.A., who also holds the post of Chief Executive Officer of the main subsidiary Ciments Franais
S.A., under the supervision of the Chief Executive Officer of the Company. This Committee is made up of
officers of some executive departments of both companies.
The Committee of Officers meets periodically to ensure operational consistency with the strategy and
objectives set by the Boards of Directors of the various Group companies.
Finally, the Conference of Officers is organized to raise awareness of strategic and organizational guidelines
and the main group projects. Besides the members of the Committee of Officers, a small number of other
senior Group managers take part in the Conference of Officers.
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Remuneration for Directors, the Chief Operating Officer and Officers with strategic responsibilities
According to the recommendations of the Code of Conduct promoted by the Italian Stock exchange, as
updated in March 2010, and in compliance with the Recommendations of the European Committee no. 385 of
April 30, 2009 and no. 913 of December 14, 2004, the Board of Directors, upon proposal of the Remuneration
committee, submitted to the consultancy vote of the shareholders meeting held on April 19, 2011, the report
on the Company remuneration policy for executive directors, other directors vested with special powers and
key management personnel.
Moreover, at their meeting held on April 19, 2011, the shareholders resolved upon the amendment of art. 32 of
the by-laws by deleting the provisions of granting 1% of the net profits arising from the annual financial
statements to the Board of Directors and recognized, till a new resolution, a fixed amount of 45,000 euro to
each Board member; amount to be doubled for the Bod members who are named to be also part of the
Executive committee.
The Board of Directors, upon proposal of the Remuneration Committee and based on a positive opinion of the
Board of Statutory Auditors, has also established, in the absence of the recipients, the amounts, both fixed and
variable, to be allocated to the Chairman, Executive Deputy Chairman, Deputy Chairman, Chief Executive
Officer, Chief Operating Officer and the Manager in charge of preparing the companys financial reports in
relation to the targets assigned to each of them and, except for the Executive Deputy Chairman and the
Deputy Chairman, has approved a Long-term incentive plan which will be awarded upon achievement of the
targets assigned at the end of the period.
In addition, at the beginning of his office, to the Chairman was assigned a Severance pay which will vest at
the end of the office.
About the Remuneration policy, please refer to the Report drafted by the Board of Directors according to art.
123-ter of TUF and object of a specific item on the shareholders meeting agenda.
Composition and activities of the Committees
The Remuneration committee is made up of three non-executive members, the majority of whom independent.
All of them are vested with a specific competence on financial and accounting matters, as envisaged by the
Code of conduct for at least one member.
During the fiscal year, it met 5 times; the average length of its meetings was of approximately 1 hour. All the
members took part in all the meetings, while the entire Board of Statutory Auditors attended 2 of the meetings;
one auditor at least was present at the other meetings.
The committee, in the absence of the recipients, examined, and then approved, the Remuneration policy for
executive directors, other directors vested with special powers and key management personnel and proposed
the remuneration to be granted to them at the Board of Directors.
The Chief of Human resources and organizational development department is always invited to participate at
the meetings.
During 2012 the Remuneration committee has so far met twice, to resolve upon the proposals to the Board of
Directors on the remuneration of Directors and Officers as well as on the remuneration for 2012 of the
Controller, upon proposal of the executive director responsible for overseeing the functioning of the internal
control system in agreement with the Chairman of the Internal control committee.
The Internal control committee consists of four members, all non-executive and independent. All of them are
vested with specific competence in financial and accounting matters, as envisaged by the Code of conduct for
at least one member.
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During 2011 the Internal control committee met 5 times; the average length of its meetings was of
approximately 1 hour and 35 minutes. All the members attended 4 meetings and one was held with one
member absent; the Board of Statutory Auditors attended with two of its members at 4 of the meetings; at the
other one it was present in its whole.
The Committee was updated on developments in the legal proceedings concerning the subsidiary Calcestruzzi
S.p.A. (whose seizure has been revoked following the decision of the court of Caltanissetta on April 20, 2011);
it examined the reports prepared by the Controller and by the external auditors to verify the adequacy,
effectiveness and correct functioning of the internal control system, and reported to the Board of Directors
during approval of the annual report and the half-year financial report, on the activities undertaken and on the
adequacy of the internal control system.
Some officers of the Company and of its subsidiaries and managers responsible for Company functions, from
time to time involved, are invited to attend the meetings to refer upon the items on the agenda of their fields.
During 2012 the Internal control committee has so far met twice, to examine, among others, the 2011
impairment test methodology and results, the accounting methods adopted to draft the 2011 consolidated
financial statements, the final balance of 2011 audit and the three-year audit plan for 2012-2014.
The Committee for Transactions with Related Parties is made up of four members, all of whom are non-
executive and independent. During 2011 the Committee met 3 times, with all members present. The average
length of its meetings was of approximately 1 hour and 25 minutes.
The meetings of the Remuneration committee, the Internal control committee and the committee for
Transactions with Related Parties were duly minuted.
Internal control system
The internal control system is defined as the set of rules, procedures and organizational structures designed to
ensure, through adequate identification, measurement, management and monitoring of key risks, healthy and
proper management of the company in line with objectives, thus guaranteeing the safekeeping of the company
assets, the efficiency and effectiveness of company transactions, the reliability of financial information, and
compliance with laws and regulations.
The Board of Directors exercises its functions in relation to the internal control system based on national and
international reference models and best practice and pays particular attention to the organizational,
management and control model adopted pursuant to Legislative Decree no. 231 of June 8, 2001.
The Board of Directors, with the assistance of the Internal control committee, sets the guidelines for the
internal control system so that the main risks regarding the Company and the subsidiaries are correctly
identified and adequately measured, managed and monitored. It also sets the criteria to ensure the
compatibility of these risks with correct and proper management of the Company and assesses, at least on an
annual basis, the adequacy, effectiveness and functioning of the internal control system with respect to the
characteristics of the Company.
As envisaged by the Code, the executive director responsible for overseeing the functioning of the internal
control system was actively involved, also with reference to the Risk & Compliance project described in the
section Risks and uncertainties of this Report, to identify the main corporate risks and to verify the overall
adequacy, effectiveness and efficiency of this system, by asking in particular the Controller to undertake
specific controls of the procedures regarding both Italcementi S.p.A. and its subsidiaries.
Some time ago, the Company set up an internal audit department. The Board of directors, upon proposal of the
executive director responsible for overseeing the functioning of the internal control system and based on the
positive opinion of the Internal control committee, confirmed as Controller, on its meeting of May 6, 2010, the
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head of the internal audit department.
The Controller, performing his duties, got access to all the necessary information to execute them. He reported
periodically to the Internal control committee, the Board of Statutory Auditors as well as to the executive
director responsible for overseeing the functioning of the internal control system.
During 2011 the Controller implemented the audit plan, as presented to the Internal control committee, and
undertook the appropriate measures within his duties, as assigned from time to time by the Chief Executive
Officer in his capacity as the executive director responsible for overseeing the internal control system.
During 2011 the executive director responsible for overseeing the internal control system attended together
with the Controller the meetings of the Internal control committee of the Company.
The Board of Directors, to which the Internal control committee reports on a half-yearly basis, deems the
internal control system adequate for the structure and kind of Company and Group business.
Board of Statutory Auditors
During the renewal of the Board of Statutory Auditors at the shareholders meeting of April 17, 2009, the
majority shareholder presented its own list of candidates. The minority shareholders did not present a list.
Therefore, none of the auditors currently in office represents the minority shareholders.
It is to be noted that, although the provisions of art. 148, par. 1-bis of TUF on the Board of Statutory Auditors
composition are not in force yet, the actual composition of the Board of Statutory Auditors is already in
compliance with this regulation as it is made up of two female acting auditors and one representing the male
gender.
As envisaged by the Code, during 2011, the Board of Statutory Auditors, among other things, oversaw the
independence of the external auditors, by verifying both compliance with the relevant regulatory provisions and
the nature and extent of the non-audit services provided to the Company and its subsidiaries by the external
auditors and bodies belonging to their group.
During the year, the internal audit manager took part in several meetings of the Board of Statutory Auditors, as
the Board of Statutory Auditors attended all the meetings of the Internal control committee and of the
Remuneration committee. This enabled a continuous information flow among the various bodies involved in
monitoring the whole control system.
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TABLE 1
STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES
Position Member Executives
Non
executives
Indipend. Attendance
No. other
posts
Member Attendance Member Attendance Member Attendance Member Attendance
Chairman Giampiero Pesenti 6/6 7 2/2
Executive
Deputy
Chairman
Pierfranco Barabani 6/6 2 2/2
Deputy
Chairman
Lorenzo Renato Guerini 4/4 -
Chief Executive
Officer
Carlo Pesenti 6/6 5 2/2
Director Giulio Antonello 2/2 3
Director Alberto Bombassei 4/6 5 5/5
Director Giorgio Bonomi 6/6 2
Director Antonio Carosi 0/2 -
Director Alberto Cl 5/6 3 4/5 3/3
Director Federico Falck 6/6 5 1/2 5/5 3/3
Director Pietro Ferrero 1/2 -
Director Danilo Gambirasi 6/6 -
Director Carlo Garavaglia 3/3 9
Director Italo Lucchini 6/6 7 5/5
Director Sebastiano Mazzoleni 6/6 1
Director Yves Ren Nanot 6/6 6 2/2
Director Marco Piccinini 3/6 3
Director Ettore Rossi 6/6 -
Director Attilio Rota 6/6 1 2/2 5/5 3/3
Director Carlo Secchi 6/6 4 5/5 3/3
Director Elena Zambon 5/6 4
Director Emilio Zanetti
6/6
3 5/5
Committee for
Transactions with
Related Parties
Internal Control
Committee
Remuneration
Committee
Board of Directors
Executive
Committee
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TABLE 2
BOARD OF STATUTORY AUDITORS
Position Member Attendance at meetings
Chairman Maria Martellini 10/11
Acting Auditor Mario Comana 9/11
Acting Auditor Luciana Gattinoni 10/11

CODE OF ETHICS
The Code, approved for the first time in 1993 and further modified, envisages that all employees and those
who deal with the Group or act to achieve its objectives shall base their dealings and conduct on principles of
honesty, fairness, integrity, transparency, confidentiality and mutual respect.
To this end, at its meeting of February 2, 2001, the Italcementi Board of Directors approved the current version
of the Code of Ethics which defines the rules for loyalty and fidelity, impartiality, protection of privacy and
confidentiality of information, protection of people, the environment and company assets. The Code
establishes the provisions which are the basis of the control processes and the accounting/operational
information, and introduces rules to govern dealings with customers, suppliers, public institutions, political
organizations and unions, and the media.
CONFIDENTIAL INFORMATION
In terms of managing confidential information, the Code, after recalling the obligation of confidentiality and the
prohibition on using such information for personal gain, envisages the adoption of procedures for the
disclosure of documents and information, with particular reference to price-sensitive information which may be
disclosed only by people who are generally or specifically authorized to do so.
At its meeting of February 2, 2001, the Companys Board of Directors approved a specific procedure requiring
strict compliance with the disclosure procedures and terms envisaged by the provisions in force, in full
alignment with the principle of fairness and contextuality.
Regarding relationships with institutional investors and other shareholders, based, as envisaged by the Code,
on continuous attention, the organization notices issued by the Chief Executive Officer have established
general guidelines and identified the Company structures dedicated to this activity.
INTERNAL DEALING CODE OF CONDUCT
The Company adopted its own Internal Dealing Code of Conduct, originally in application of the provisions
issued by Borsa Italiana S.p.A. and then to take account of the new regulatory provisions adopted by CONSOB
in execution of the new European regulation (so-called Market abuse) introduced by the Law on Savings of
2005. The Internal Dealing Code of Conduct governs the information to be disclosed to the Company, and by
the Company to the market, on any transactions involving Italcementi shares and other financial instruments
connected to them undertaken by Relevant persons on their own behalf.
Pursuant to the Internal Dealing Code of Conduct, Relevant persons are the members of the Board of
Directors, the Board of Statutory Auditors and the Chief Operating Officer of Italcementi S.p.A. and any subject
holding an equity investment of at least 10% of the voting share capital of Italcementi S.p.A., as well as any
other subject who controls Italcementi S.p.A.
In particular, Relevant persons must inform Italcementi S.p.A., which in turn informs the market, about
completed transactions of an aggregate amount crossing the 5,000 euro threshold by the end of the year. It is
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to be noted that CONSOB, the Italian watchdog, with its resolution no. 18079 of last January 20, introduced an
exemption to the disclosure of these transactions to the market establishing that only the further transactions
executed during the year and crossing the previous mentioned threshold (5,000 euro) within the same
reference period shall be disclosed.
Given the particular structure of the Group, the Internal Dealing Code of Conduct is associated with the Code
adopted by Italmobiliare S.p.A., in the sense that market disclosures made by Italcementi S.p.A. regarding
transactions on Italcementi shares by parties who are Relevant persons for both companies, are considered
as made also pursuant to the provisions contained in the Code of Conduct adopted by the parent company
Italmobiliare S.p.A.
In addition, the Internal Dealing Code of Conduct envisages that Relevant persons must abstain from
transactions that are subject to disclosure to the Company:
* during the 30 calendar days preceding the meeting of the Board of Directors of Italcementi S.p.A. called to
approve the full-year and half-year financial statements, including the day on which the meeting is held;
* during the 15 calendar days preceding the meeting of the Board of Directors of Italcementi S.p.A. called to
approve the quarterly reports, including the day on which the meeting is held.
PROCEDURE FOR TRANSACTIONS WITH RELATED PARTIES
On November 5, 2010, based on the positive opinion of the specifically appointed Committee for Transactions
with Related Parties, the Companys Board of Directors adopted the Procedure for Transactions with Related
Parties envisaged by the CONSOB Regulation of March 12, 2010.
The Procedure, in compliance also with art. 2391-bis of the Italian Civil Code, sets out the measures adopted
by the Company to ensure that transactions undertaken with related parties, whether directly or through
subsidiaries, are carried out transparently and in compliance with the criteria of substantial and procedural
correctness.
In particular, with the exception of some situations which are described below, the Procedure provides for the
authorization process and the disclosure requirements for transactions between i) a party related to
Italcementi, on the one hand, and ii) Italcementi, on the other, or one of its subsidiaries when, prior to
completing the transaction, the prior examination or authorization by a corporate body of Italcementi or by an
officer of Italcementi with relevant delegated powers is requested. The Procedure is also applied to
transactions undertaken by Italcementi with a subsidiary or associate, as well as among its subsidiaries, when
the transaction involves significant interests of a related party of Italcementi.
The Procedure distinguishes significant transactions from minor transactions on the basis of specific
quantitative criteria predetermined by CONSOB. This distinction is also relevant for the different kind of rules
applicable on transparency transactions, which are simplified for minor transactions and more stringent for
significant transactions, although both envisage prior opinion of the Committee for Transactions with Related
Parties.
The Committee has:
- the duty to give and explain its opinion on both minor (non-binding opinion) and significant (binding opinion)
transactions;
- the right, for significant transactions, to take part in the negotiations and in the preliminary investigation stage
through a complete and prompt information flow , and the right to ask for information and to submit its
remarks to the delegated bodies and to those in charge of the negotiations or the preliminary investigation;
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- the right to seek the assistance, at the Companys expense, of independent experts of its choosing.
In the case of minor transactions, the Procedure envisages the right, in any case, to execute the transaction
even if the Committee for Transactions with Related Parties expresses a negative opinion, provided that this is
disclosed to the market through a specific document setting out the reasons for this divergence.
For significant transactions, on the other hand, should the Committee express a negative opinion, the Board of
Directors may approve the transaction only with the prior authorization of the shareholders meeting.
Finally, in application of the determination powers provided by the CONSOB Regulation, the Company has
identified the following main exemptions:
- transactions of a negligible amount (transactions that do not exceed 500,000 euro);
- ordinary transactions (which fall within the sphere of ordinary business and the related financial transactions
of the Company and of the Group generally) provided that they are completed on arms-length terms and
equivalent to market standards;
- transactions with or between subsidiaries or with associates, unless in the counterpart subsidiaries or
associates there are significant interests of other related parties of the Company;
- urgent transactions.
The Procedure is available on the company website at www.italcementigroup.com.
At their meeting last year, in accordance with the proposal of the Board of Directors, the shareholders
integrated the by-laws provisions stating that:
the significant transactions with related parties can be performed despite the negative opinion of the
Committee for Transactions with related parties provided that the execution is authorized by the
shareholders meeting and, without prejudice to the majorities of law, the non-related shareholders present
at the shareholders meeting represent at least 10% of the share capital with voting rights and that a
contrary vote is not expressed by the majority of the non-related shareholders (so called whitewash);
the Company may, in cases of urgency, execute transactions with related parties, that are not under the
prerogatives of the shareholders meeting and do not require its authorization, by applying the simplified
rules envisaged by the Procedure for Transactions with related parties.
REGULATION OF THE MANAGER IN CHARGE OF PREPARING THE COMPANYS FINANCIAL
REPORTS
As mentioned in another part of the report, the Company, in connection with Law no. 262/05, the so-called
Law on Savings, appointed a Manager in charge of preparing the companys financial reports and
adopted a specific Regulation which, in compliance with legal provisions, the by-laws and following current
best practices, as well as taking into consideration the arrangements for similar activities at the parent
company Italmobiliare S.p.A., among other things:
* defines the responsibilities of the Manager in charge of Italcementi and specifies his/her related powers;
* identifies the responsibilities and method for the appointment, removal and termination of office of the
Manager in charge, the length of service and the requirements in terms of professional skills and good
reputation:
* reports on the principles of conduct which the Company Manager in charge must comply with in the event
of conflicts of interest as well as the confidentiality obligations to be observed in carrying out his/her
activities;
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* indicates the responsibilities, powers, and resources granted to the Manager in charge for the exercise of
his/her duties, identifying the financial and human resources needed to carry out the mandate;
* defines dealings with other Company bodies/functions, with the corporate bodies, the internal and external
control bodies and with subsidiaries, as well as, in compliance with the mutual areas for independent action,
the procedures for interrelating with the parent company Italmobiliare, regulating information flows;
* recalls the general principles of the Operational model used by the Italcementi Group, which has been
established in order to fulfill the regulatory provisions on preparing the financial reports;
* illustrates the internal and external attestation process in reference to: a) the statements of the Manager in
charge regarding the correspondence of the disclosed acts and communications of the Company to the
documents and the accounting books and entries; b) the attestations of the Manager in charge and of the
executives, relating to the financial statements, the limited half-year financial statements and the
consolidated financial statements.
The Regulation has been approved by the Board of Directors and refers to all the entities, functions,
corporate bodies of Italcementi S.p.A., as well as all the companies that it directly or indirectly controls. The
Regulation has been circulated to the staff of the Company, the subsidiaries, as well as to all those considered
affected by its contents.
ORGANIZATIONAL, MANAGEMENT AND CONTROL MODEL
In order to make the control system and Corporate Governance more effective, and prevent corporate offenses
and offenses against the public administration, during 2004, in application of Legislative Decree no. 231/01, the
Company Board of Directors adopted an Organizational, management and control model (the Model).
This was subsequently updated in 2006 in line with the law on market abuse and failure to disclose a conflict of
interest by directors.
By adopting the Model, the Company intends to disseminate and establish a corporate culture based on
legality, with the express censure of all conduct contrary to the law and the regulations of the Model.
In 2008 the Model was also extended to crimes connected to violation of the laws on workplace health and
safety, transnational crimes, conspiracy to handle stolen goods and money-laundering. At its meeting on
February 3, 2010, the Board of Directors updated the special section of the Model on safety. Following the
introduction of new categories of crimes related to racketeering, industry and commerce, copyrights and
hacking into the Leg. Decree 231/01, the Board of Directors, in its meeting of February 3, 2012, recently
updated the Model which will be further amended in order to include environmental crimes, recently
introduced by the lawmaker in Leg. Decree 231/01 as crimes relevant for the purposes of applying the Decree
itself. To this extent, the Company already appointed a specialized consultancy company to perform a risk
assessment on the risks connected to these areas.
The duty of ongoing overseeing the effective functioning and enforcement of the Model, as well as proposing
amendments, is entrusted to a Compliance Committee, which operates on an autonomous, professional and
independent basis.
In accordance with the provisions of the Model, the Compliance Committee is currently composed of an
independent director (subsequently appointed Chairman), an external qualified advisor and the companys
Internal Audit manager.
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CONSOB Regulation on Markets
The Regulation on Markets, approved by CONSOB with the resolution no. 16191 of October 29, 2007,
provides for specific conditions to be complied with by the listed companies:
A) that control companies whose registered office is outside European Union (non-EU) (art. 36)
B) that are subject to management and coordination activity by another company (art. 37).
In particular, the companies as set out in letter A) are required to:
1) disclose the accounts of non-EU subsidiaries drawn up for the purposes of the consolidated financial
statements, including at least the balance sheet and the income statement;
2) gather non-EU subsidiaries by-laws, composition and powers of the corporate bodies;
3) check that the non-EU subsidiaries:
* provide the parent company external auditor with the information needed to audit the annual and interim
accounts of the parent company,
* have an administrative-accounting system consistent to provide the management and external auditor of
the parent company, on a regular basis, with the business, financial and equity information needed to
draft the consolidated financial statements.
The companies set out at letter B), on the other hand, may be admitted for trading on a regulated Italian market
(or maintain their listing) where they:
a) have fulfilled the disclosure obligations envisaged by article 2497-bis of the Italian Civil Code;
b) are free to negotiate in dealings with customers and suppliers;
c) do not have, with the company that exercises administration and control activity or with any other company
of the group to which belongs, a centralized treasury management agreement, which is not in their
corporate interest. The correspondence with the corporate interest is attested by the Board of Directors with
a detailed declaration verified by the Board of Statutory Auditors;
d) have a Board of Directors composed mainly of independent directors (pursuant to the Code of Conduct) and
an Internal Control Committee consisting solely of independent directors. Where appointed, also the other
committees, as recommended by corporate governance codes promoted by regulated market managers or
by category associations, shall consist solely of independent directors.
With reference to the provisions set out at art. 36, at Italcementi S.p.A., the scope of application involves as of
today 31 subsidiaries, located in 13 countries outside the European Union.
The information flow between the Company and its subsidiaries is adequate to guarantee:
* the transmission of the accounts of the subsidiaries drawn up for the purposes of the consolidated financial
statements, to enable such accounts to be disclosed;
* the centralized gathering of the by-laws, the composition and powers of the corporate bodies of the
mentioned subsidiaries and any subsequent amendment.
Thus, all the by-laws of subsidiaries located in countries that do not belong to the European Union, which are
relevant for the purposes of the captioned regulation, as well as the composition and powers of the corporate
bodies have been acquired and are stored in the Company records.
Furthermore, it has been verified that the subsidiaries based in countries outside European Union, and relevant
according to the last Audit plan:
* provide the companys external auditor with the information needed to verify the annual and interim accounts
of Italcementi S.p.A.,
* have an administrative-accounting system suitable to provide the management and external auditor of the
parent company, on a regular basis, with the business, financial and equity information needed to draft the
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consolidated financial statements.
In addition, pursuant to art. 37 of the Market Regulation, Italcementi S.p.A., a subsidiary subject to
management and coordination activity by Italmobiliare S.p.A.:
- has fulfilled the disclosure obligations envisaged by art. 2497-bis of the Italian Civil Code;
- is free to negotiate in dealings with customers and suppliers;
- does not have a centralized treasury management agreement with Italmobiliare S.p.A.;
- has a Board of Directors which consists mainly of independent directors and, with the exception of the
Remuneration Committee, all the Committees set up among the Board of Directors consist solely of
independent directors. However, this last provision, introduced with CONSOB resolution no. 17389 of June
23,2010, provides that companies comply with the new composition conditions within thirty days of the first
shareholders meeting called after October 1, 2010, to renew the Board of Directors. Following the entry into
force of this resolution, the Italcementi Board of Directors has not yet been renewed.

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Resolution
The financial year closed with a profit of 7,001,950.82 euro.
Taking into consideration that, in accordance with art. 7 -paragraph 5- of the company by-laws, in financial
years when a dividend of less than 5% of nominal share value is assigned to the savings shares, the difference
is computed as an increase in the preferred dividend in the two following financial years, the above profit for
the year enables us to assign to the savings shareholders the entire preferred dividend for financial year 2009
and part of the preferred dividend for financial year 2010, and thus to propose the distribution of a dividend to
outstanding savings shares, net of treasury shares held by the company, of 0.066478 euro per share, gross of
legally required withholdings.
We also propose the distribution of the entire Retained earnings reserve, with the withdrawal from the reserve
of an overall amount of 3,635,176.77 euro, and of part of the Extraordinary Reserve, with the withdrawal from
the reserve of an overall amount of 29,802,872.79 euro. Taking into consideration that, in accordance with the
above-mentioned art. 7 of the company by-laws, in the event of distribution from reserves, savings shares have
the same rights as other shares, we propose the allocation, for financial year 2011, of 0.12 euro to every
outstanding ordinary and savings share, net of treasury shares held by the company, gross of legally required
withholdings.

* * *
To the Shareholders,
if you agree with our proposals, we invite you to carry the following resolution:
The Italcementi S.p.A. Annual General Meeting of April .., 2012,
having acknowledged of the directors report and the report of the Board of Statutory Auditors after
examination of the financial statements at December 31, 2011;

hereby resolves
to approve:
- the directors report;
- the 2011 separate financial statements, consisting of the statement of financial position, income
statement, statement of comprehensive income, statement of changes in equity, statement of cash
flows and notes, which reflect a profit of 7,001,950.82 euro as presented by the Board of Directors in
its entirety, in the individual postings and with the proposed allocations;
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to apportion the profit for the year as follows:
Profit for the year 7,001,950,82
To the legal reserve -
Residual amount 7,001,950.82
euro 0.05 per share to each of the 105,325,878 savings shares
(1)
(financial year 2009) 5,266,293.90
Residual amount 1,735,656.92
euro 0.016478 per share to each of the 105,325,878 savings shares
(1)
(financial year 2010) 1,735,559.82
Total dividend 7,001,853.72
Residual amount 97.10
To the 2011 earnings reserve in favor of savings shareholders 97.10
(1)
net of the 105,500 treasury savings shares held at March,2 2012
to withdraw an amount of:
- 3,635,176.77 euro from Retained earnings, which, as a result, is reduced to zero;
- 29,802,872.79 euro from the Extraordinary reserve, which, as a result, decreases from
478,026,655.72 euro to 448,223,782.93 euro,
by assigning 0.12 euro:
- to 173,324,535 outstanding ordinary shares, net of the 3,793,029 ordinary treasury shares held at
March 2, 2012;
- to the 105,325,878 outstanding savings shares, net of the 105,500 savings treasury shares held at
March 2, 2012;
to severally authorize the Chairman, the Executive Deputy Chairman, the Deputy Chairman and the
Chief Executive Officer, should the number of ordinary treasury shares change before the coupon date:
- to raise the Extraordinary Reserve by the amount corresponding to the dividend attributable to any
purchased ordinary shares,
- to reduce the Extraordinary Reserve by the amount corresponding to the dividend attributable to
any sold ordinary treasury shares.
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Report on Remuneration
Dear Shareholders,
This Report on Remuneration, drafted pursuant to Art. 123-ter of February 24, 1998 Legislative Decree No. 58
(Consolidated Law on Finance - TUF), illustrates the principles adopted by Italcementi S.p.A. with reference to
the definition of the remuneration of its executive Directors vested with special powers and Officers with
strategic responsibilities - identified as the Chairman, the Executive Deputy Chairman, the Chief Executive
Officer, the Deputy Chairmen, the Chief Operating Officer and the Manager in charge of preparing the
companys financial reports - as well as of the Controller and of the Officers directly reporting to the Chairman,
Executive Deputy Chairman, the Chief Executive Officer and Chief Operating Officer, as reported hereunder.
The Report has been prepared in accordance with the schedule established by CONSOB (Italian stock
exchange Authority) with resolution No. 18049 of December 23, 2011.
* * *
The Report on Remuneration presented herein was examined and approved by the Remuneration Committee
on March 2, 2012.
SECTION I
The term Company shall hereinafter mean Italcementi S.p.A., the term Group shall mean Italcementi Group,
the term Policy shall mean the Remuneration policy for executive Directors, other directors vested with special
powers, Officers with strategic responsibilities, and Officers directly reporting to the Chairman, the Executive
Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer.
a) Bodies or individuals involved in the preparation and approval of the remuneration policy, specifying the
respective roles, and bodies or individuals responsible for the proper implementation of such policy
The bodies involved in preparing the remuneration policy are the following:
Shareholders Meeting
The Company shareholders meeting defines the remuneration of Directors not vested with special powers.
It is also required to express its advisory opinion upon this section of the Report on Remuneration prepared
by the Board of Directors pursuant to Art. 123-ter of TUF.
Lastly, the shareholders meeting, upon proposal of the Board of Directors, pursuant to Art. 114-bis of TUF,
resolves upon the approval of any incentive plans based on financial instruments that the Company wishes
to issue.
Board of Directors
The Board of Directors, upon proposal of the Remuneration Committee and based on the opinion of the
Board of Statutory Auditors, resolves upon the remuneration to be assigned to the Chairman, Deputy
Chairmen, Chief Executive Officer, Chief Operating Officer, the Manager in charge of preparing the
companys financial reports and the Controller, broken down into a fixed and a variable amount to be
granted in connection to the achievement of the annual targets assigned to each of them.
The Board of Directors may also approve a Long-Term Incentive against the achievement of the three-year
period targets assigned.
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Department of Human Resources and Organizational Development
The Group Human Resources and Organizational Development Department supports the Remuneration
Committee in performing its functions, both in defining and approving proposals concerning the
remuneration to be submitted to the approval of the Board of Directors, and at the time of monitoring and at
the time of verifying the full and proper implementation of the same.
b) Possible participation of a remuneration committee or other responsible committee, describing its
composition (with the distinction between non-executive and independent directors), competence and
functioning conditions
The Remuneration Committee was established within the Board of Directors, it is made up of three non-
executive members, mainly independent, as follows:
Alberto Bombassei - member - independent
Italo Lucchini - member
Emilio Zanetti - Chairman - independent
The Committee carries out its consultative and advisory functions on matters delegated to it, in particular by
ensuring the following, in the absence of people directly involved therein:
- submitting to the Board of Directors proposals for the remuneration of Directors vested with special
powers and Officers with strategic responsibilities;
- periodically evaluating the criteria adopted for the remuneration of Officers directly reporting to the
Chairman, the Executive Deputy Chairman, the Chief Executive Officer, the Officers with strategic
responsibilities and the Controller, supervising their application on the basis of information provided by the
Chief Executive Officer and by the corporate functions possibly involved in formulating general
recommendations on the Board of Directors on this items;
- monitoring the implementation of the Board of Directors decisions, in particular, by verifying the effective
achievement of performance targets.
The Remuneration Committee, with the assistance of the Group Human Resources and Organizational
Development Department, analyzes the composition and disbursement of the remuneration of Directors
vested with special powers, Officers with strategic responsibilities, the Controller and Officers directly
reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer and the Chief
Operating Officer.
In carrying out its duties, it can also request for the assistance of one or more independent firms specialized
in the field of executive compensation, and able to make the appropriate comparisons between
competitiveness and consistency with respect to the reference markets and governance systems required
by current best practices, having also regard for i) the weight of their offices within the corporate structure,
ii) the powers granted to them and the related range of discretion; iii) the individual economic impact.
Afterwards, the Remuneration Committee submits the so-defined Policy to the Board of Directors for the
formal approval of the same, or, if the current Policy (after its first application) is still considered consistent
with the Companys needs, market trends and the regulatory environment, it confirms the latter.
Once it has examined and approved the Policy, the Board of Directors submits a report thereupon for the
advisory opinion of the shareholders.
c) Any independent experts involved in the remuneration policy definition
Not applicable.
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It is also pointed out that the sources of information for the analysis of the remuneration competitiveness
covered by this policy, in particular, were provided by the following companies: Hay Consulting, Mercer
Consulting and Towers Watson.
d) The remuneration policy aims, guiding principles and any amendments to the remuneration policy with
respect to the previous financial year
The Company believes that the definition and implementation of the Remuneration Policy represents a
primary tool aimed at:
- attracting, retaining and motivating highly-qualified management personnel within the Company and,
more generally, within the Group;
- aligning the interests of management and shareholders;
- promoting the creation of shareholder value in the medium-long term, establishing a direct relationship
between remuneration and performance.
The Policy is consistent with the principles and related application criteria of the Groups Corporate
Governance Framework, aimed at encouraging a responsible and sustainable approach to remuneration,
consistent with the Group values.
By executing the Policy, the Company pursues:
- compliance with regulations of both legal and self-regulatory sources, as well as with the regulators
recommendations;
- governance of the Policys definition and implementation process, in line and consistent with current best
practices;
- an ongoing dialogue with market practices;
- a strong link between remuneration and results and sound risk management as a guarantee of its
sustainability.
The definition of the Policy is the result of a fully outlined process in which the Companys Remuneration
Committee and Board of Directors play a central role.
The Companys Remuneration Committee held on February 21, 2011 examined, and on February 24, 2011
subsequently approved, a Policy consistent with the provisions of the Code of Conduct issued by Borsa
Italiana (i.e. the Italian stock exchange); an explanatory memorandum of such Policy (the remuneration
report) was subsequently submitted to the advisory opinion of the shareholders meeting called to approve
the 2010 financial statements held on April 19, 2011.
Following the new regulations introduced by CONSOB Resolution No. 18049 of December 23, 2011 in
execution of the powers granted by Legislative Decree No. 259/2010, the Company considered adjusting its
Remuneration Policy, by confirming the principles and guidelines already expressed in the previous version
of the same, but expressing them according to the new legal framework.
e) Description of the policies in terms of fixed and variable components of remuneration, with particular
reference to the indication of the relative weight within the overall remuneration and distinguishing between
short and medium-long term variable components.
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A) VARIABLE COMPONENTS
Under the Policy, the variable components of remuneration are the following:
1) Short-Term Variable Component (MBO)
i) Directors vested with special powers and Officers with strategic responsibilities
The yearly variable remuneration for Directors vested with special powers and Officers with strategic
responsibilities is established by the Board of Directors upon proposal of the Remuneration Committee
and based on the opinion of the Board of Statutory Auditors, in relation to the achievement of the annual
targets assigned. Such targets are predetermined and measurable, and they are in any case linked to
value creation for the Company and shareholders in the medium to long term; by way of example, but
not limited thereto, these targets may be linked to the Company's and/or the Groups financial position
and results of operations, the adoption of governance best practices, sustainable development and
implementation of strategic projects for the Company.
ii) Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer
The yearly variable remuneration in favor of Officers directly reporting to the Chairman, the Executive
Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer is established by the latter
with the support of the Human Resources and Organizational Development Department, in connection to
the achievement of annual targets assigned and in compliance with the principles and guidelines of the
Groups Remuneration Policy.
Such targets are predetermined and measurable, and are in any case linked to value creation for the
Company and the shareholders in the medium to long term; by way of example, but not limited thereto,
these targets may be linked to the Company's and / or the Groups financial position and results of
operations, the adoption of governance best practices, sustainable development and implementation of
strategic projects for the Company.
2) Medium-Long Term Variable Component (LTI)
Two different long-term incentive plans are currently in place: one for Directors vested with special powers
and Officers with strategic responsibilities and one for the other officers Officers directly reporting to the
Chairman, Executive Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer.
i) Directors vested with special powers and Officers with strategic responsibilities
Among the Directors vested with special powers, the Chairman and the Chief Executive Officer were the
recipients of a stock option plan for directors over a three-year period approved by the shareholders'
meeting of June 20
th
, 2007.
The above plan consisted of three-year cycles, and the first cycle ended in 2009.
The Officers with strategic responsibilities were the recipients of a stock option plan for top management
approved by the shareholders meeting of April 28, 2008.
The aforesaid plan consisted of three-year cycles, the first of which was closed in 2010.
The Companys Board of Directors deemed it appropriate to replace such incentive systems with a new
system on a monetary basis (Long-Term Monetary Incentive Plan for Directors and Officers with
Strategic Responsibilities of Italcementi S.p.A.).
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In making its assessments, the Board of Directors took into account the findings of the analyses carried
out on behalf of the Company by independent advisors, with extensive experience and international
standing, on executive compensation.
The new long-term monetary incentive plan is based on three-year cycles depending on the medium-
long term performance of the Company and/or the Group.
This plan aims at:
- tying the overall remuneration package of recipients to the Companys medium-long term
performance, by rewarding the achievement of strategic targets, and to the corresponding value
creation for shareholders;
- ensuring maximum transparency and compliance with best governance criteria of the overall
remuneration package for recipients.
The corporate body in charge for decisions relating to the plan is the Board of Directors, which adopts
resolutions upon proposals of the Remuneration Committee with the technical and operational support of
the Head of Human Resources and Organizational Development Department.
The plan functioning is aligned, after the necessary adjustments suggested by the Remuneration
Committee, with the mechanism adopted for the annual incentive plan (points system with minimum
access threshold, target assigned and maximum target).
The right to obtain the granting of premium linked to the long-term monetary incentive plan is indeed
subject to:
a) the achievement of long-term targets assigned to each recipient by the Board of Directors at the
beginning of the cycle upon proposal of the Remuneration Committee. Such targets, established
consistently with the powers granted to each of them, are linked to the Companys financial position
and results of operations and other targets specifically assigned such as, for example, targets
regarding governance, risk management and sustainable development, complementary targets to
those established in the annual incentive plan. The control over the achievement of such targets is
made by the Remuneration Committee and, where appropriate, by independent experts;
b) the expiration of the entire three-year period of each of the plans cycles and the uninterrupted holding
of the office or employment relationship for each individual recipient. Before the expiration of such
period no right accrues to partial or pro rata disbursements. The allocation of the amount actually
accrued takes place in April of the year following the end of the three-year reference period.
ii) Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer
Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer are the recipient of the long-term monetary incentive plan linked to the
performance of the security Italcementi S.p.A. Ordinary shares (Long-Term Monetary Incentive Plan,
linked to the appreciation of Italcementi shares, for executives) approved by the shareholders Meeting
of April 28, 2008.
The latter, on the basis of the above resolution dated April 28, 2008 were initially the recipients of a stock
option Plan for executives subsequently cancelled, for the not executed portion, by resolution of the
shareholders meeting of April 19, 2011.
The new long-term monetary incentive plan provides for three-year cycles based on the Companys
and/or the Groups medium-long term performance and the allocation to the beneficiaries of a certain
number of phantom stock in proportion to the results achieved.
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This plan aims at:
- tying the overall treatment of executives to the Companys medium-long term performance, by
rewarding the achievement of certain strategic targets, and to the corresponding value creation for
shareholders;
- ensuring maximum transparency and compliance with best governance criteria of the overall
remuneration package of recipients.
The corporate body responsible for decisions relating to the plan is the Board of Directors, which passes
resolutions upon proposals of the Remuneration Committee with the technical and operational support of
the Head of Human Resources and Organizational Development Department.
The Board of Directors delegates the operational management of the plan to the Chief Executive Officer.
The functioning of the plan provides for the allocation to each beneficiary of a minimum-maximum range
of phantom stock whose underlying are Italcementi shares.
The right to obtain the granting of the premium linked to the long-term monetary incentive plan is subject
to:
a) the achievement of long-term targets assigned to each recipient by the Chairman, the Executive
Deputy Chairman, the Chief Executive Officer and Chief Operating Officer at the beginning of the
cycle, proposed with the support of the Department of Human Resources and Organizational
Development. Such targets, defined consistently with the powers granted to each of them, are linked
to the Companys financial position and results of operations and other targets specifically attributed
such as, for example, targets regarding governance, risk management and sustainable development,
targets additional to those established in the annual incentive plan. Control over the achievement of
these targets will be made by the Department of Human Resources and Organizational Development;
b) the expiration of the full three-year period of each of the plans cycles and the uninterrupted holding of
office or employment relationship for each individual recipient. Before the expiration of such period no
right accrues to partial or pro rata granting of phantom stock.
The amount of the incentive is then calculated by multiplying the number of phantom stock actually
accrued by the current value of Italcementi stock in December 2013 (last month of the 2
nd
cycle of the
plan). Allocation of the amount awarded normally takes place within the month of April of the year
following the end of the three-year reference period.
B) FIXED COMPONENTS AND OVERALL REMUNERATION
As a result of the foregoing, the overall treatment approved according to the Policy, inclusive of the fixed
component of remuneration, may be represented as follows for the different beneficiaries:
a) Remuneration of Officers with Strategic Responsibilities
The Companys Board of Directors identified the Chief Operating Officer and the Manager in charge of
preparing the companys financial reports as Officers with strategic responsibilities.
The remuneration of Officers with strategic responsibilities is established by the Board of Directors upon
proposal of the Remuneration Committee and based on the opinion of the Board of Statutory Auditors.
The Officers with strategic responsibilities remuneration components are as follows:
a) an annual fixed component;
b) an annual variable component linked to the achievement of specific business targets (Management By
Targets);
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c) an exclusively monetary medium-long term variable component (Long Term Incentive), linked to the
achievement of specific targets, as the previous one.
Having defined the overall remuneration package as the sum of the three components recalled above, in
the event targets related to the components b) and c) are achieved, it is pointed out that such targets and
the related remuneration are referred to the position of Officers with strategic responsibilities within the
Group (therefore including targets and remuneration received due to other positions in other Group
companies), and the relative weight of the same can be approximately represented as follows:
a) the weight of the yearly fixed component is approximately equal to 35% of the Chief Operating Officers
and 50% of the Manager in charge of preparing the companys financial reports overall remuneration;
b) the weight of the annual variable component (MBO) is approximately equal to 35% of the Chief Operating
Officers and 30% of the Manager in charge of preparing the companys financial reports overall
remuneration.
Such variable component cannot in any case exceed 100% of the fixed component as per letter a)
above;
c) the medium-long term variable component (LTI), currently based on three-year cycles, in its annual
amount , represents about 30% of the Chief Operating Officers and 20% of the Manager in charge of
preparing the companys financial reports overall remuneration.
Such variable component cannot in any case, during the entire three-year period of each plan, exceed
100% of the fixed component referred to under a) above, as granted throughout the plans execution
periods.
With reference to the variable components of remuneration for Officers with strategic responsibilities
referred to under letters b) and c) above, the Remuneration Committee:
- defines, annually, proposals for the assignment of MBO targets to be submitted to the Board of Directors
approval;
- monitors, in the following year, the degree of achievement of MBO targets and verifies the performance
carried out;
- verifies, at the end of each three-year reference period, the level of achievement of LTI targets.
The Company does not have currently in place long-term incentive plans based on financial instruments for
Officers with strategic responsibilities.
The Board of Directors may also exceptionally establish special bonuses, upon occurrence of relevant,
specific and unforeseen circumstances, in order to remunerate Officers with strategic responsibilities i) if the
total amount of the other elements of remuneration is considered to be objectively inadequate with respect
to the performance carried out, always within the overall upper limits set out in this Policy, or ii) in relation to
specific activities and/or extraordinary transactions in terms of strategic relevance and impact on the
Companys and/or the Groups results of operations.
b) Remuneration of the Controller
The remuneration of the Controller is established by the Board of Directors upon proposal of the
Remuneration Committee based on the opinion of the Executive Director in charge of overseeing the
functioning of the Internal Control system.
Such remuneration is made up of an annual fixed component, an annual variable component and a long-
term variable component (over three years).
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The variable components are aligned to the Groups MBO and Long-Term Incentive systems and do not
provide for any target related to the Company's results of operations, but only targets linked to the
improvement of the Internal Control systems effectiveness and functionality .
The weight of the annual fixed, variable (MBO) and medium / long term (LTI) components of the Controller
is respectively 45%, 15% and 40% of his/her overall remuneration.
c) Remuneration of Officers Directly Reporting to the Chairman, the Executive Deputy Chairman,
the Chief Executive Officer and the Chief Operating Officer
The remuneration of Officers directly reporting to the Chairman, the Executive Deputy Chairman, the Chief
Executive Officer and the Chief Operating Officer is established by the latter with the support of the Head of
Human Resources and Organizational Development Department according to the principles and guidelines
of the Groups Remuneration Policy.
The components of the remuneration of Officers directly reporting to the Chairman, the Executive Deputy
Chairman, the Chief Executive Officer and the Chief Operating Officer are the following:
a) an annual fixed component;
b) an annual variable component linked to the achievement of specific business targets (Management By
Targets);
c) a variable medium-long term component (Long Term Incentive), monetary-based and linked to the
performance of Italcementi S.p.A. - Ordinary shares, also subject to the achievement of specific targets
as the previous one.
Having defined the overall remuneration package as the sum of the three components recalled above in the
event of targets related to components b) and c) are achieved, it is pointed out that such targets and the
related remuneration are referred to the position of Officers directly reporting to the Chairman, the Executive
Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer within the Group (therefore
including targets and remuneration received due to other positions in other Group companies), and the
relative weight of the same can be approximately represented as follows:
a) the weight of the yearly fixed component is approximately equal to 50% of the overall remuneration;
b) the weight of the annual variable component (MBO) is approximately equal to 30% of the overall
remuneration.
Such variable component cannot in any case exceed 70% of the fixed component as per letter a) above;
c) the medium-long term variable component (LTI), currently based on three-year cycles, as the annual
amount thereof, has a weight equal to about 20% of the overall remuneration.
With reference to the variable components of remuneration of Officers directly reporting to the Chairman,
the Executive Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer referred to in
letters b) and c) above, the Human Resources and Organizational Development Department:
- defines, annually, proposals for the assignment of MBO targets to be submitted to the Chairman, the
Executive Deputy Chairman, the Chief Executive Officer and the Chief Operating Officer for approval,
depending on the officers position within the organizational structure;
- in the following financial year, monitors and submits to the Chairman, the Executive Deputy Chairman, the
Chief Executive Officer and the Chief Operating Officer the degree of achievement of MBO targets and
verifies the performance carried out;
- at the end of each three-year reference period, verifies the level of achievement of LTI targets, submitting
the results to the approval of the Chairman, the Executive Deputy Chairman, the Chief Executive Officer
and the Chief Operating Officer.
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f) Policy followed with regard to non-monetary benefits
Please refer to the description under points e) and n) for non-monetary benefits respectively granted to i)
Officers with strategic responsibilities and Officers directly reporting to the Chairman, the Executive Deputy
Chairman, the Chief Executive Officer and the Chief Operating Officer, and ii ) Directors vested with special
powers and other Directors.
g) With reference to variable components, a description of performance targets based on which they are
assigned, distinguishing between short and medium-long term variable components, and information on the
link between variation of results and variation of remuneration
Reference is made to that represented under points e) A) 1) i), e) A) 1) ii), e) A) 2) i) and e) A) 2) ii).
h) Criteria applied for the evaluation of performance targets forming the basis for the allocation of shares,
options, other financial instruments or other variable components of the remuneration
Consistently with the information provided under points e) B) a) and e) B) b), the definition and verification
of the correct implementation of the criteria used for the performance targets evaluation are on each
occasion carried out by of the Remuneration Committee and the Human Resources and Organizational
Development Department.
i) Information aimed at highlighting the consistency of the remuneration policy with the companys long-term
objectives pursue and its risk management policy, where formalized
By applying the Policy, the Company pursues a strong link between remuneration and results of operations
and a sound risk management as guarantee of its sustainability.
According to the above, the Remuneration Committee periodically evaluates, among other things, the
criteria adopted for the remuneration of Directors and Officers with strategic responsibilities, supervising
their implementation based on information provided by the Chief Executive Officer and any corporate
functions involved and formulating general recommendations to the Board of Directors on the subject.
j) Vesting period, any deferred payment system, with the indication of periods of deferment and of the criteria
used for the establishing such periods and, if applicable, ex-post correction mechanism
Not applicable.
See also Section I - letter e) A) 2) for detailed information on LTI functioning.
k) Information about the possibility of introducing provisions for maintaining financial instruments in the
portfolio after acquisition thereof, indicating the periods of maintenance and the criteria used for establishing
such periods
Not applicable.
l) Policy on treatment provided for termination of office or termination of employment agreement events,
specifying the circumstances which determine the onset of the right thereto and the possible link between
such treatment and the companys performance;
The Company has not entered into specific agreements, except in the case described below, with the
Directors vested with special powers and Officers with strategic responsibilities aimed at regulating, at the
outset, the financial consequences resulting from a possible early termination of employment relationship
caused by the Company or the individual employee.
With regard to the single position of the Chief Operating Officer, a total settlement of any amounts due,
equal to two annual salaries, has been agreed in the event of termination of the employment agreement for
reasons other than just cause.
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With reference to the other offices, in the event of termination of the employment agreement with the
Company for reasons other than just cause, it is considered appropriate to pursue out-of-court settlements
on an equitable basis, to the extent allowed by the law, as well as the benchmarks and existing good
practice for similar positions, except as may be required by rules and agreements in force, and in particular
by the collective bargaining agreement for Executives of companies producing goods or providing services.
There is no provision for the granting of extraordinary remuneration to Directors not vested with special
powers due to termination of the office.
The Company does not, in general, enter into specific non-competition agreements with its Officers with
strategic responsibilities, designed to pay out financial consideration, during the employment relationship or
subsequently to termination thereof, related to the respective fixed remuneration in relation to the term and
geographical, business scope and product sector of the constraints arising from same.
m) Information on the presence of any insurance, or pension or retirement, coverage other than the mandatory
one
Specific health and safety insurance policies consistent with what represented under letter n) below are
provided for the Chairman and Chief Executive Officer.
n) Remuneration policy possibly followed in regard of: (i) independent directors, (ii) participation in committees
and (iii) performance of particular tasks (Chairman, Deputy Chairman, etc.).
The Companys Board of Directors consists of two categories of directors:
a) Directors vested with special powers;
b) Directors not vested with special powers.
As of January 31, 2012, the members of the Companys Board of Directors were divided in the two
categories as shown below:
a) Giampiero Pesenti, Chairman Pierfranco Barabani, Executive Deputy Chairman Carlo Pesenti, Chief
Executive Officer Lorenzo Renato Guerini, Deputy Chairman;
b) Giulio Antonello Alberto Bombassei Giorgio Bonomi Alberto Cl Federico Falck Danilo Gambirasi
Carlo Garavaglia Italo Lucchini Sebastiano Mazzoleni Yves Ren Nanot Marco Piccinini Ettore
Rossi Attilio Rota Carlo Secchi Elena Zambon Emilio Zanetti.

The shareholders meeting held on April 19, 2011 granted to the Board of Directors members an annual
remuneration of 45,000, increased to 90,000 for those being also members of the Executive Committee.
Such amount is increased for Directors who are members of Boards Committees, and for Chairmen of the
latter.
In compliance with best practices in place for Directors not vested with special powers, no variable
component of remuneration is provided for, while they are reimbursed expenses incurred in performing their
office.
Finally, an insurance policy, in line with existing practices, has been taken out for civil liability to third parties
of Directors not vested with special powers for events related to the exercise of their functions, in
compliance with the provisions set forth with regard to corporate offices, except in cases of willful
misconduct and gross negligence.
The remuneration of Directors vested with special powers, is directly established at the time of appointment,
or at a subsequent useful meeting, by the Board of Directors acting upon proposal of the Remuneration
Committee and based on the opinion of the Board of Statutory Auditors.
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The components of the remuneration of Directors vested with special powers are as follows:
A) Chairman and Chief Executive Officer:
a) an annual fixed component;
b) an annual variable component linked to the achievement of specific business targets (Management By
Targets);
c) a monetary medium-long term variable component (Long Term Incentive), also linked to the achievement
of specific targets as the previous one.
Having defined the overall remuneration package as sum of the three components listed above in the event
of targets related to components b) and c) are achieved, it is pointed out that such targets and the related
remuneration are referred to the position of Director vested with special powers within the Company
(therefore not comprising targets and remuneration received due to other positions in other Group
companies, including the parent company), and the relative weight of the same can be approximately
represented as follows:
a) the weight of the yearly fixed component is approximately equal to 35% of total remuneration;
b) the weight of the annual variable component (MBO) is approximately equal to 25% of total remuneration.
Such variable component cannot in any case exceed 100% of the fixed component as per letter a)
above;
c) the medium-long term variable component (LTI), currently based on three-year cycles as to the annual
amount thereof, has a weight equal to about 40% of total remuneration.
Such variable component cannot in any case, over the entire three-year period of duration of each plan,
exceed 120% of the fixed component referred to under letter a) above, as granted throughout the plan
execution periods.
With reference to the variable components of remuneration of Directors vested with special powers referred
to under letters b) and c) above, the Remuneration Committee:
- annually, makes proposals for the assignment of MBO targets to be submitted to the Board of Directors
for approval;
- in the following financial year, monitors the degree of achievement of MBO targets and verifies the
performance achieved;
- at the end of each three-year reference period, verifies the level of achievement of LTI targets.
The Company does not have currently in place long-term incentive plans based on financial instruments for
Directors vested with special powers.
The Chairman is entitled to a Severance pay, which will accrue at the end of each term of office.
The allowance has been calculated so as to not exceed 3 years of remuneration and it will not be granted if
termination of office is due to the attainment of objectively inadequate results.
In addition to benefits usually provided for similar positions, the Chairman is also entitled to an illness and
injury policy, and reimbursement of expenses incurred to attend meetings and conferences, etc..
The allowances granted to the Chief Executive Officer are discharged in full to the holding company, where
he acts as Executive and Chief Operating Officer; the holding charges the Company for the total cost,
including social security contributions payable by the Company and post-employment benefits.
The Board of Directors may also grant special awards, exceptionally, upon occurrence of significant,
specific and unforeseen, circumstances in order to remunerate Directors vested with special powers, i) if the
overall remuneration components are considered to be objectively inappropriate to the performance
achieved, within the limits of the upper limits set in this Policy, or ii) in relation to specific activities and / or
extraordinary transactions in terms of strategic relevance and impact on the Companys and/or the Groups
results of operations.
B) Deputy Chairmen:
The remuneration of Deputy Chairmen consists of a fixed component and a possible annual variable
component, not exceeding 100% of fixed remuneration, defined in accordance with the provisions of the
MBO system mentioned above.
o) Whether the remuneration policy was defined using the remuneration policies of other companies as a
reference and, if so, the criteria used for the selection of such companies
Not applicable.

SECTION II
I.1 PART ONE
1.1. Full representation of the remuneration components, including the treatment provided for termination of
office or termination of the employment agreement, and their consistency with the reference Policy has
already been given in Section I of this report;
With respect to incentive plans based on financial instruments, please find below information concerning
the plans in place.
Incentive plans for Directors and Officers
A stock option Plan for directors -2001, a stock option Plan for executives -2000, a stock option plan for
top management - 2008, a long-term monetary incentive Plan for directors and Officers with strategic
responsibilities and a long-term monetary incentive Plan linked to the appreciation of Italcementi shares
for executives, are currently in place at Italcementi S.p.A..
During 2011, none of the Company Directors and Officers beneficiary of stock option plans exercised the
respective rights already accrued.

Stock Option Plan for Directors 2001
In execution of the shareholders resolution of April 24, 2001, the Companys Board of Directors meeting
of May 9, 2001, approved the stock option plan for directors who are vested with special powers in
accordance with the articles of association, or those who perform specific operating duties. By resolution
of the shareholders meeting of June 20, 2007, the Plan discussed herein was replaced, with respect to the
not executed part, by the Stock Option Plan for Directors 2007.
During the year no options were exercised.
Overall, in execution of the stock option Plan for directors, 1,339,825 options equal to 0.47% of share
capital were granted; the options granted as of December 31, 2008 and not yet exercised amounted to a
total amount of 960,900.
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Stock Option Plan for Directors 2007
The shareholders' meeting held on June 20, 2007 approved a second stock option plan for directors
vested with special powers in accordance with the articles of association, or those who perform specific
operating duties, which, for the not executed part, replaces the Stock Option Plan for directors described
above.
With reference to such stock option Plan, in 2007, the Companys Board of Directors assigned the
Chairman and the Chief Executive Officer targets based on which, once their achievement has been
verified, a number of options from a minimum of 555,000 up to a maximum of 1,050,000 could have been
exercised upon expiry of the three-year period. If the minimum targets set by the Board of Directors were
not met, the beneficiary would have lost the right to exercise all the options granted.
Having assessed the degree of achievement of performance targets that were originally assigned, the
Board of Directors, in its meeting held on March 5, 2010, upon proposal of the Remuneration Committee,
granted:
* 401,250 options to the Chairman;
* 300,000 options to the Chief Executive Officer.
Both the Chairman and the Chief Executive Officer waived the granting of stock options in their favor. No
new option grant has been approved by the Board of Directors. Following the resolution of the Board of
Directors and the subsequent waiver of the award by the Chairman and the Chief Executive Officer, no
further options on the "Stock Option Plan for Directors - 2007" are outstanding.
The shareholders' meeting held on April 19, 2011 approved the cancellation of the Plan, for the not
executed part.
Long-term monetary incentive Plan for directors and managers with strategic responsibilities of
Italcementi S.p.A.
By resolution of February 3, 2011, the Board of Directors, upon proposal of the Remuneration Committee
and based on the favorable opinion of the Committee for Transactions with Related Parties, adopted a
long-term monetary incentive Plan for directors and Officers with strategic responsibilities of Italcementi
S.p.A. whose main features are listed below.
At the same meeting of February 3, 2011, the Board of Directors, in execution of said Plan, assigned the
Chairman and the Chief Executive Officer the targets for their term of office. Moreover, at the meeting held
on March 4, 2011, the Chief Operating Officer and the Manager in charge of preparing the companys
financial reports were assigned targets for the 2011-2013 period.
In any case, no award will be granted in the absence of the achievement of acceptable results, likewise, in
case results are significantly better than forecast, a total bonus higher than the one established at the
assignment of targets will be granted.
The main features of the Plan are the following.
a) Reasons for the adoption of the plan
They can be summarized as follows:
to tie the overall treatment of participants to the Companys performance in the medium-long term by
rewarding the achievement of certain strategic targets, and the consequent value creation for
shareholders;
to ensure maximum transparency and compliance with best governance criteria of the overall salary
package of participants.
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b) Plan Management
The corporate body responsible for decisions relating to the Plan is the Board, acting upon proposal of
the Remuneration Committee (hereinafter referred to as the Committee) with the technical and
operational support of the Head of Human Resources and Organizational Development Department,
and, when applicable, having heard the opinion of the Committee for Transactions with Related Parties.
The Plans working mechanism will be aligned, after the necessary adjustments suggested by the
Committee, with the mechanism adopted for the annual incentive plan (points system, with minimum
access threshold, target assigned and maximum target).
More specifically, the Board will be responsible for:
i) identifying the individual participants for each cycle;
ii) establishing the long-term monetary incentive bonus for each of them;
iii) approving for each participant individual targets for each cycle; failure to achieve them constitutes a
an express termination condition for the bonus grant;
iv) assessing the degree of achievement of the targets by each participant;
v) approving proposed amendments, where necessary, to the functioning mechanisms of the plan.
The assessment as to whether to revise the plan is left to the discretion of the Board.
c) Beneficiaries of the Plan
Beneficiaries of the plan are certain Directors and Officers with strategic responsibilities of Italcementi
S.p.A.
The plan is offered to participants considering the relevance of the functions attributed to them for the
achievement of the Companys strategic targets.
Being a member of the Companys Board of Directors or having an office within the Company as
Officer with strategic responsibilities are eligibility requirements to be admitted to the monetary
incentive plan.
d) Term and Constraints of the Plan
The plan term is 3 (three) three-year cycles from 2010 to 2019. The term of the first cycle will be: i) for
the Directors, the period 2010-2012, ii) for Officers with strategic responsibilities identified by the
Companys Board of Directors (hereinafter, the Board), the period 2011-2013.
For each participant, the Board will, upon the Committee's proposal and, when applicable, having
heard the opinion of the Committee for Transactions with Related Parties, establish the amounts of
monetary bonuses related to the achievement of the assigned targets. These amounts will have to be
established consistently with, among other criteria, the following:
i) market-based remuneration practices for senior Management positions of comparable corporations;
ii) consistency with the principles of the Companys Remuneration Policy, in force from time to time;
iii) certainty of maximum possible cost for the Company, corresponding to a submultiple significantly
lower than the value generated for the Company by achieving the targets related to disbursement of
the bonus.
The right to obtain a pay-out of the bonus in connection with the long-term monetary incentive plan is
subject to the achievement of the targets, linked to the Companys financial position and results of
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operations and to the other targets specifically assigned to the participant, as approved by the Board at
the beginning of the cycle.
The Board, based on the opinion of the Committee, the Head Director of Human Resources and
Organizational Development Department and, when applicable, the Committee for Transactions with
Related Parties, will assess and evaluate the degree of achievement of targets - which will be in no way
linked to the performance / price of the Italcementi shares on the stock market - achieved during the
three-year term of each cycle, thus calculating the bonus actually accrued in favor of each participant.
e) Plan Implementation Procedures and Terms
The plan provides for the assignment of a monetary premium to participants at the end of each three-
year cycle, once the conditions for the expected performance as established at the beginning of the
cycle have been met. The amount of the bonus will be directly linked to the degree of achievement of
the targets assigned.
Without limitation to the right of the Board to decide otherwise, participation in the long-term monetary
incentive plan, under this regulation, is inherently and functionally related to, and conditioned by, the
permanence of each participant in the position held at the time of assignment for the entire duration of
the cycle.
Subject to any exceptions for specific cases established by the Board having heard the Committee and,
when applicable, the opinion of the Committee for Transactions with Related Parties, the following
provisions will be applied to the cases mentioned below:
a) in case of revocation of, or change in, position during the cycle, the Board may, at its discretion,
based on the Committees opinion, and in consideration of the reasons motivating the revocation or
change, evaluate the possibility of paying out a compensatory lump sum bonus, commensurate with
the portion of period and the transitional partial degree of achievement of targets assigned;
b) in case of death of the participant during the cycle, the above will apply; if death occurs after the
assigned targets have been achieved, the participants heirs will be acknowledged the right to obtain
payment of any bonus accrued.
f) Other Responsibilities of the Board of Directors
The Board, having heard the Committees opinion, may temporarily suspend the long-term monetary
incentive plan in case of specific and particular circumstances.
The suspension of the effects coming from the right to bonus grant accrual under the long-term
monetary incentive plan will occur in any case in which such circumstances may affect the conditions
governing the execution of the plan, possibly altering the economic and financial preconditions and
jeopardizing its aims as defined in letter a) above.
The Board may, in all cases mentioned above and having heard the Committees opinion, amend or
integrate the plan, the cycle and this Regulation, or order the lapse of the same plan if it is no longer
consistent with the Companys situation, subject to any rights acquired in the meantime as a result of
the three-year period of reference having elapsed and the other requirements and conditions of this
Regulation being met.

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g) Any Support for the Plan by the Special Fund for the Encouragement of Employee Participation
in Enterprises, pursuant to Art. 4, paragraph 112 of Law No. 350 dated December 24, 2003
Not applicable

Stock Option Plan for Officers 2000
By resolution of the Board of Directors held on March 20, 2000, the Company approved a stock option
plan for officers, which, by resolution of the shareholders meeting held on April 28, 2008 was replaced,
only for the not executed part, by the "stock option Plan for top management and by the long-term
monetary incentive Plan linked to the appreciation of the Italcementi shares for officers, whose main
elements will be reported hereunder.
Overall, in execution of such Plan, 3,483,223 options were granted to the Groups management.
The figures mentioned above do not take into account the options granted to the former Chief Operating
Officer and to the Chief Executive Officer when he was an employee of the Company. Including also such
offices, the total options granted amount to 4,196,823, i.e. 1.496% of share capital.
No options were exercised during the year.
The options granted in execution of the Plan and not yet exercised amount to a total of 2,269,316.
Stock Option Plan for the Top Management 2008
The shareholders' meeting held on April 28, 2008 approved a second stock option plan for officers, which,
for the not executed part, replaces the Stock Option Plan for officers described above.
With reference to this stock option Plan, the Companys Board of Directors, at its meeting held on June 4,
2008 regarding the three-year period 2008-2010, granted the Chief Operating Officer and 10 officers a
total number of options ranging from a minimum of 1,180,000 to a maximum of 2,000,000. If the recipient
does not reach the minimum targets assigned to him/her, he/she loses the right to exercise all of the
options granted.
The Board of Directors, at its meeting held on March 4, 2011, upon proposal of the Remuneration
Committee, assessed the degree of achievement of performance targets originally assigned to the Chief
Operating Officer, granted 375,000 options to the Chief Operating Officer and 80,000 options to the
Manager in charge of preparing the Companys financial reports.
The shareholders' meeting held on April 19, 2011 approved the cancellation of the Plan, for the not
executed part.
Long-Term Monetary Incentive Plan linked to the Appreciation of the Italcementi Shares for
Officers
This Plan was approved by the shareholders meeting on April 28, 2008.
The Board of Directors, at its meeting held on June 4, 2008, granted 20 officers, with respect to the three-
year period 2008-2010, from a minimum of 180,000 up to a maximum of 300,000 overall rights. If the
beneficiary fails to achieve the minimum targets assigned, he/she loses the right to obtain payment of the
entire cash bonus.
Having assessed the degree of achievement of assigned targets, the Chief Executive Officer granted 17
recipients (in the meantime, the remaining 3 had left the Company) a total number of 221,000 rights, of a
value of 6.272 per unit, equal to a total of 1,386,134.
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Moreover, the Chief Executive Officer, executing the powers provided by the Plan, identified, for the 2nd
cycle of validity of the same - 2011/2013 - 28 officers of Italcementi S.p.A., to whom a minimum of
1,000,000 rights would be granted.
The main features of the Plan are the following.
a) Reasons for the Adoption of the Plan
These may be summarized as follows:
to tie the overall treatment of beneficiaries to the Companys medium-long term performance and to
"value creation" for shareholders;
to reward the achievement of targets of each beneficiary, ensuring the highest involvement of the
Companys entire top management on its performance and increasing the sense of belonging of
beneficiaries, encouraging them to remain at the Company.
b) Plan Management
The corporate body responsible for decisions relating to the Plan is the Board of directors which
delegates the Chief Executive Officer to manage the Plan, including through the technical support of
the Head of Human Resources and Organizational Development Department.
More specifically, the Chief Executive Officer will be responsible for:
i) establishing the maximum number of Rights to participate in the long-term monetary incentive plan
linked to the appreciation of Shares, altogether attributable as part of the Cycle;
ii) identifying the individual Beneficiaries for each Cycle as well as to decide the number of Rights to
participate in the long-term monetary incentive plan linked to the appreciation of Shares, granted to
each Beneficiary;
iii) approving for each Beneficiary the individual Targets for each Cycle, whose failure to achieve will be
an express termination condition of the Rights granted to participate in the long-term monetary
incentive plan linked to the appreciation of Shares made in favor of the same Beneficiary within the
Cycle, with the consequent forfeiture of the right to obtain the cash bonus linked to the same rights;
iv) assessing the degree of achievement of the Targets by each Beneficiary;
v) deciding the date of commencement of the Availability Period.
The management of the Plan is carried out by the Companys Human Resources and Organizational
Development Department in accordance with the provisions of the Regulations.
c) Beneficiaries of the Plan
Beneficiaries of the plan are the Companys employees identified by the Chief Executive Officer, to
whom Rights are granted to participate in the long-term monetary incentive plan linked to the
appreciation of Shares.
d) Term and Availability Restrictions on the Shares and on the Granted Option Rights
The term of the Plan is of three three-year Cycles from 2008 to 2016.
The end of the Plan is set for late 2017 (the first year following the end of the last three-year Cycle).
The Chief Executive Officer, under the Plan, decides the number of rights to participate in the Plan to
be granted to each of the beneficiaries on the basis of an overall evaluation, which, taking into account
the Companys general performance as an essential prerequisite, and the strategic and organizational
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position of the role of each beneficiary in order to pursue the Companys strategic targets, will regard:
i) the Companys performance achieved in the period,
ii) the Beneficiarys organizational level in the Companys structure,
iii) consistency with the principles of overall remuneration underlining the Companys remuneration
policy.
The accrual of the rights granted to each beneficiary is subject to the achievement of the targets linked
to the financial position and results of operations and other individual targets specifically assigned.
The Chief Executive Officer, with the support of the Human Resources and Organizational
Development Department, is in charge of the verification and evaluation, during each cycle, of the
degree of achievement of the targets, accordingly defining the amount of rights to participate in the plan
previously granted to each beneficiary.
e) Procedures for the Value of Rights determination and Clauses for the Plan Implementation
The Plan provides for the offer, free-of-charge and reserved to the beneficiaries, of rights to participate
in the Plan which, once they reach maturity in accordance with the requirements and conditions laid
down by the Regulations, will enable the beneficiaries to obtain payment of a cash bonus equal to the
value of the shares as resulting from the arithmetic average of official prices of the same on the stock
exchange market managed by Borsa Italiana (i.e. the Italian stock exchange market) within the thirty
calendar days preceding the date of payment.
The rights to participate in the Plan are nominative and non-transferable.
In case of
a) termination of the employment relationship due to dismissal or resignation occurring after the
Performance Monitoring Period has elapsed but before the beginning of Availability Period, the
general principle will apply and therefore the Beneficiary will automatically and permanently lose the
right to receive the cash bonus linked to the Rights to participate in the long-term monetary incentive
plan linked to the appreciation of Shares, granted but not yet accrued;
b) termination of the employment relationship by mutual consent or resignation for retirement or further
to invalidity, howsoever occurred after the end of the Performance Monitoring Period, or if the
Beneficiary has achieved the assigned Targets, the same Beneficiary will maintain the right to obtain
the cash bonus linked to the Rights to participate in the long-term monetary incentive plan tied to the
appreciation of Shares, granted but not yet accrued, if, after the date of termination of the
employment, the accrual of the same actually takes place;
c) death of the Beneficiary after the end of the Performance Monitoring Period, or upon attainment of
the Targets assigned, the Rights to participate in the long-term monetary incentive plan linked to the
appreciation of Shares granted to the same under this Plan which may have been accrued will be
awarded to the same Beneficiarys heirs upon submission by the latter of the necessary
documentation proving such qualification.
If, during the course of the assignment cycle, the transfer of the Beneficiarys employment relationship
occurs between the Company and its Italian and foreign subsidiaries or its parent company or between
the latter, regardless of the manner by which such transfer occurred, or the Beneficiarys organizational
position is changed with a consequent change in the latters responsibilities, the Targets will also be
updated in line with the new position.
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In any case, the Chief Executive Officer may define an equitable amount payable to the Beneficiary in
relation to the activities carried out till then.
For each three-year cycle a maximum of 223,000 Rights to participate in the Plan may be granted.
f) Other Powers Assigned to the Board of Directors
The Chief executive Officer may temporarily suspend the effects deriving from the accrual of Rights to
participate in the plan in case of specific and particular needs such as, by way of example but not
limited to, changes in legal and regulatory provisions, excluding tax provisions, applicable to the legal
relationships arising from the Plan.
The suspension of the effects deriving from the accrual of Rights to participate in the plan will also take
place in any case in which such circumstances may occur as, by way of example but not limited to,
corporate transactions, mergers and demergers having an effect on the Company's share capital,
increase and reduction of the Company's share capital, changes to the Bylaws relating to the Shares
such as to affect the conditions governing the implementation of the Plan, possibly altering the
economic and financial conditions and jeopardizing its aims as previously defined.
In any case, the suspension will be promptly communicated to the Beneficiaries.
g) Any support for the plan by the special Fund for the encouragement of employee participation
in enterprises, pursuant to Art. 4, paragraph 112, of Law No. 350 dated December 24, 2003
Not applicable.
1.2. Full representation in Section I of this Report was given of the agreements that provide for indemnity for
early termination of contracts; the following information are also provided:
the possible existence of such agreements, providing negative information if they are not present;
See Section I - letter. l);
the criteria for calculating the indemnity payable to each person. If the indemnity is expressed in
connection with the annual salary, indicate the components of such annual salary in detail;
See Section I - letter I; in the case mentioned above, the annual salary is the sum of the fixed
component and the variable component effectively disbursed in the reference year;
the possible presence of performance criteria which the granting of remuneration is linked to;
Not applicable;
the possible effects of the employment contract termination on rights granted under incentive plans
based on financial instruments or to be disbursed on a cash basis;
See section Il l.1 - PART ONE - 1.1; with respect to the long-term monetary incentive Plan for directors
and key management personnel - letter e); with respect to the long-term monetary incentives Plan linked
to the appreciation of Italcementi shares for officers - letter e).
Furthermore:
1) With respect to the stock option plan for directors - 2001: the exercise of stock option rights was
subject to the condition that the director beneficiary of the Plan had regularly concluded his/her office
during the term of which the options had been granted without early resignation being given and
without a revocation measure being decided by the shareholders meeting;
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2) With respect to the stock option plan for top management - 2008: In the event of:
a) termination of the employment relationship due to dismissal or resignation after the Accrual Period
expired but before the exercise of Options, the general principle will apply and therefore the
beneficiary will automatically and permanently lose the right to subscribe or purchase the Shares
underlying such Options;
b) termination of the employment relationship by mutual consent, resignation due to retirement, or
further to invalidity during the course of the Accrual Period but before the exercise of Options, or
regarding a beneficiary who has achieved the assigned targets in the period, the same beneficiary
will retain the right to exercise the Options not yet exercised in compliance with the terms and
conditions laid down in the Regulations;
c) the beneficiary's death occurring after the expiry of the Accrual Period but before the exercise of
Options, or regarding a beneficiary who has achieved the assigned targets in the period, the
Options may be exercised by the beneficiarys heirs upon submission by the latter of the
necessary documentation proving that qualification;
3) With respect to the stock option plan for officers - 2000: as a general rule, stock option rights not yet
exercised will not be recognized - except in case of retirement - in the event of interruption of the
employment relationship within the Group.
In case of death of the holder of options, these may be exercised by successors within six months of his
death provided that such term falls within the period of exercisability of the options.
cases in which the right to indemnity accrues;
See section I - letter l);
possible existence of agreements that provide for granting or maintaining non-monetary benefits in favor
of persons who have ceased their assignment or entering into consulting contracts for a period following
termination of employment;
Not applicable;
possible existence of agreements that provide for remuneration due to non-competition commitments;
The Company, in general, does not conclude specific non-competition agreements with its Officers with
strategic responsibilities, designed to pay consideration in cash, during the employment or after the
termination thereof, related to their respective fixed remuneration in relation to the geographical extent,
term and kind of business of the constraints arising from the same agreement;
with reference to the directors who have terminated their office during the financial year, any deviations
in defining their indemnity with respect to the provisions of the reference agreement;
Not applicable;
Where specific agreements are not provided, explain the criteria by which accrued indemnity was
defined;
Not applicable.
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I.2 PART TWO
Remuneration Paid to Members of the Governing and Supervising Bodies, Chief Operating Officer and
other officers with Strategic Responsibilities
Bonuses
and other
incentives
Profit
sharing
Period during
which the office
was held
Position Name, surname Non-
monetary
benefits
Variable non-equity
remuneration
Remuneration
for taking
part in
committees
Fixed
remuneration
End of office
term
Other
remuneration
Total Fair value
dei compensi
equity
End-of-
service bonus
and
severance
indemnity
di l

Giampiero Pesenti Chairman
Executive Committee
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 1,040,000 690,000 256,983 1,986,983
(II) Remuneration from subsidiaries and affiliated companies 35,500 35,500
Total 1,075,500 690,000 256,983 2,022,483
Pierfranco Barabani Executive Deputy
Chairman
Executive Committee
1.1 31.12 2012
(I) Compensi nella societ che redige il bilancio 215,000 100,000 2,385 317,385
(II) Compensi da controllate e collegate 47,000 47,000
Totale 262,000 100,000 2,385 364,385
Lorenzo Renato
Guerini
Deputy Chairman 19.4 31.12
15.9 31.12
2012
(I) Remuneration in the company preparing the financial statements 68,262 68,262
(II) Remuneration from subsidiaries and affiliated companies
Total 68,262 68,262
Carlo Pesenti Chief Executive Officer
Executive Committee
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 1,335,000 875,000 2,210,000
(II) Remuneration from subsidiaries and affiliated companies 27,500 27,500
Total 1,362,500 875,000 2,237,500
Giulio Antonello Director 29.7 31.12 2012
(I) Remuneration in the company preparing the financial statements 18,853 18,853
(II) Remuneration from subsidiaries and affiliated companies
Total 18,853 18,853
Alberto Bombassei Director
Remuneration
Committee
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,000 15,000 60,000
(II) Remuneration from subsidiaries and affiliated companies
Total 45,000 15,000 60,000
Giorgio Bonomi Director 1.1 31-12 2012
(I) Remuneration in the company preparing the financial statements 45,000 45,000
(II) Remuneration from subsidiaries and affiliated companies
Total 45,000 45,000
Antonio Carosi Director 1.1 27.4 2012
(I) Remuneration in the company preparing the financial statements 15,000 15,000
(II) Remuneration from subsidiaries and affiliated companies
Total 15,000 15,000
Alberto Cl
Director
Internal Control Committee
Committee for Transactions
with Related Parties
1.1 31-12 2012
(I) Remuneration in the company preparing the financial statements 45,413 70,000 115,413
(II) Remuneration from subsidiaries and affiliated companies
Total 45,413 70,000 115,413
Federico Falck
Director
Executive Committee
Internal Control Committee
Committee for Transactions
with Related Parties
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 90,310 70,000 160,310
(II) Remuneration from subsidiaries and affiliated companies
Total 90,310 70,000 160,310
Pietro Ferrero Director 1.1 18.4 2012
(I) Remuneration in the company preparing the financial statements 13,177 13,177
(II) Remuneration from subsidiaries and affiliated companies
Total 13,177 13,177
www.italcementigroup.com
223
Presentation 4
General information 15
Annual Report Consolidated Annual Report Directors report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
2011 Annual Report

Bonuses
and other
incentives
Profit
sharing
Period during
which the office
was held
Position Name, surname Non-
monetary
benefits
Variable non-equity
remuneration
Remuneration
for taking
part in
committees
Fixed
remuneration
End of office
term
Other
remuneration
Total Fair value
dei compensi
equity
End-of-
service bonus
and
severance
indemnity
di l

Danilo Gambirasi Director 1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,000 45,000
(II) Remuneration from subsidiaries and affiliated companies 100,000 1,308 101,308
Total 145,000 146,308
Carlo Garavaglia Director 5.5 31.12 2012
(I) Remuneration in the company preparing the financial statements 30,155 30,155
(II) Remuneration from subsidiaries and affiliated companies
Total 30,155 30,155
Italo Lucchini Director
Remuneration
Committee
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,000 15,000 60,000
(II) Remuneration from subsidiaries and affiliated companies 35,200 35,200
Total 80,200 15,000 95,200
Sebastiano Mazzoleni Director 1.1 31-12 2012
(I) Remuneration in the company preparing the financial statements 45,000 45,000
(II) Remuneration from subsidiaries and affiliated companies 29,000 29,000
Total 74,000 74,000
Yves Ren Nanot Director
Executive Committee
1.1 31-12 2012
(I) Remuneration in the company preparing the financial statements 90,000 90,000
(II) Remuneration from subsidiaries and affiliated companies 240,443 3,798 244,241
Total 330,443 3,798 334,241
Marco Piccinini Director 1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,052 45,052
(II) Remuneration from subsidiaries and affiliated companies
Total 45,052 45,052
Ettore Rossi Director
Supervising Body
1.1 - 31-12 2012
(I) Remuneration in the company preparing the financial statements 45,000 40,000 85,000
(II) Remuneration from subsidiaries and affiliated companies 4,300 4,300
Total 49,300 40,000 89,300
Attilio Rota
Director
Executive Committee
Internal Control Committee
Committee for Transactions
with Related Parties
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 90,310 70,000 160,310
(II) Remuneration from subsidiaries and affiliated companies
Total 90,310 70,000 160,310
Carlo Secchi
Director
Internal Control Committee
Committee for Transactions
with Related Parties
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,362 70,000 115,362
(II) Remuneration from subsidiaries and affiliated companies
Total 45,362 70,000 115,362
Elena Zambon Director 1.1 31.12 2012
(I) Compensi nella societ che redige il bilancio 45,258 45,258
(II) Remuneration from subsidiaries and affiliated companies
Total 45,258 45,258
Emilio Zanetti Director
Remuneration
Committee
1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 45,000 15,000 60,000
(II) Remuneration from subsidiaries and affiliated companies
Total 45,000 15,000 60,000
Maria Martellini Chairman of the Board
of Statutory Auditors
1.1 31.12 2011
(I) Remuneration in the company preparing the financial statements 71,068 71,068
(II) Remuneration from subsidiaries and affiliated companies
Total 71,068 71,068
224

Bonuses
and other
incentives
Profit
sharing
Period during
which the office
was held
Position Name, surname Non-
monetary
benefits
Variable non-equity
remuneration
Remuneration
for taking
part in
committees
Fixed
remuneration
End of office
term
Other
remuneration
Total Fair value
dei compensi
equity
End-of-
service bonus
and
severance
indemnity
di l

Mario Comana Regular Auditor 1.1 31.12 2011
(I) Remuneration in the company preparing the financial statements 47,207 47,207
(II) Remuneration from subsidiaries and affiliated companies
Total 47,207 47,207
Luciana Gattinoni Regular Auditor 1.1 31.12 2011
(I) Remuneration in the company preparing the financial statements 47,362 47,362
(II) Remuneration from subsidiaries and affiliated companies
Total 47,362 47,362
Giovanni Battista
Ferrario
General Manager 1.1 31.12 -
(I) Remuneration in the company preparing the financial statements 350,000 512,500 23,430 1,920 887,850
(II) Remuneration from subsidiaries and affiliated companies 750,000 552,000 1,302,000
Total 1,100,000 1,064,500 23,430 1,920 2,189,850
Carlo Bianchini Responsible Manager 1.1 31.12 2012
(I) Remuneration in the company preparing the financial statements 294,565 366,000 5,199 30,320 696,084 2,922
(II) Remuneration from subsidiaries and affiliated companies 57,792 9,000 66,792
Total 352,357 375,000 5,199 30,320 762,876


Remuneration for each office when the amount reported in the above table are in aggregate form
Fixed remuneration
Giampiero Pesenti Remuneration as Director
Remuneration as Executive committee member
Fixed remuneration
45,000
45,000
950,000
Pierfranco Barabani Italcementi S.p.A.:
Remuneration as Director
Remuneration as Executive committee member
Fixed remuneration
Subsidiaries and affiliated companies:
Ciments Franais S.A.:
Remuneration as Director
Ing. Sala S.p.A.:
Remuneration as Chairman
45,000
45,000
125,000
29,000
18,000
Lorenzo Renato Guerini Remuneration as Director
Fixed remuneration
31,875
36,387
Carlo Pesenti Remuneration as Director
Remuneration as Executive committee member
Fixed remuneration
45,000
45,000
1,245,000
Giulio Antonello Remuneration as Director
Expenses allowance
18,750
103
Alberto Cl Remuneration as Director
Expenses allowance
45,000
413
Federico Falck Remuneration as Director
Remuneration as Executive committee member
Expenses allowance
45,000
45,000
310
Pietro Ferrero Remuneration as Director
Expenses allowance
13,125
52
Carlo Garavaglia Remuneration as Director
Expenses allowance
30,000
155
Italo Lucchini Subsidiaries and affiliated companies:
Ciments Franais S.A.:
Remuneration as Director
Azienda Agricola Lodoletta S.p.A.:
Remuneration as Director
29,000
6,200
www.italcementigroup.com
225
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General information 15
Annual Report Consolidated Annual Report Directors report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
2011 Annual Report

Yves Ren Nanot Italcementi S.p.A.
Remuneration as Director
Remuneration as Executive committee member
Subsidiaries and affiliated companies:
Ciments Franais S.A.:
Remuneration as Chairman
Subsidiaries of Ciments Franais S.A.:
Remuneration as Director
45,000
45,000
119,880
120,563
Marco Piccinini Remuneration as Director
Fixed remuneration
45,000
52
Attilio Rota Remuneration as Director
Remuneration as Executive committee member
Expenses allowance
45,000
45,000
310
Carlo Secchi Remuneration as Director
Fixed remuneration
45,000
362
Elena Zambon Remuneration as Director
Fixed remuneration
45,000
258
Remuneration for the Board committees members
Alberto Cl Internal Control Committee
Committee for Transactions with related parties
35,000
35,000
Federico Falck Internal Control Committee
Committee for Transactions with related parties
35,000
35,000
Attilio Rota Internal Control Committee
Committee for Transactions with related parties
35,000
35,000
Carlo Secchi Internal Control Committee
Committee for Transactions with related parties
35,000
35,000


Stock-options Granted to Members of the Governing and Supervising Bodies, Chief Operating
Officer and other Officers with Strategic Responsibilities
Options
expired
during the
financial
year
Opzioni
detenute
alla fine
dell'
esercizio
Options
held at
the end of
the
financial
year
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14)
(15)=
(2)+(5)
-11-14
(16)
Name,
last name
Position Plan Number of
options
Exercise
price
Period of
possible
exercise
(from-to)
Number of
options
Exercise
price
Period of
possible
exercise
(from-to)
Fair value
as of the
grant date
Grant date Market
price of
shares
underlying
the
granting of
options
Number of
options
Exercise
price
Market
price of
underlying
shares as
of the date
of exercise
Number of
options
Number of
options
Fair value
Giampiero
Pesenti
Chairman
150,000 13.3871
17.03.2008
16.03.2015
- - - - - - - - - - 150,000 -
150,000 16.89
07.03.2009
06.03.2016
- - - - - - - - - - 150,000 -
150,000 23.049
07.03.2010
06.03.2017
- - - - - - - - - - 150,000 -
- - -
Total 450,000 450,000 -
Carlo
Pesenti
Chief Executive
Officer
135,000 13.3871
17.03.2008
16.03.2015
- - - - - - - - - - 135,000 -
85,000 16.89
07.03.2009
06.03.2016
- - - - - - - - - - 85,000 -
200,000 23.049
07.03.2010
06.03.2017
- - - - - - - - - - 200,000 -
- - -
Total 420,000 420,000 -
Options held at the
beginning of the financial
year
Options exercised
during the financial
year
Options granted during
the financial year
(I) Remuneration in the company
preparing the financial statements
Stock option plan
for directors
(BoD resolution
9/5/2001)
(II) Remuneration from subsidiaries and
affiliated companies
(I) Remuneration in the company
preparing the financial statements
Stock option plan
for directors
(BoD resolution
9/5/2001)
(II) Remuneration from subsidiaries and
affiliated companies

226

Options
expired
during the
financial
year
Opzioni
detenute
alla fine
dell'
esercizio
Options
held at
the end of
the
financial
A B (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14)
(15)=
(2)+(5)
-11-14
(16)
Name,
last name
Position Plan Number of
options
Exercise
price
Period of
possible
exercise
(from-to)
Number of
options
Exercise
price
Period of
possible
exercise
(from-to)
Fair value
as of the
grant date
Grant date Market
price of
shares
underlying
the
granting of
options
Number of
options
Exercise
price
Market
price of
underlying
shares as
of the date
of exercise
Number of
options
Number of
options
Fair value
Yves Ren
Nanot
Director
Plan A (date of
relevant resolution)
- - -
Plan A (BoD
resolution 1/3/2005)
40,000 70.88
14.04.2008
13.04.2015
- - - - - - - - - - 40,000 -
Plan B (BoD
resolution 1/3/2006)
45,000 117.29
23.03.2009
22.03.2016
- - - - - - - - - - 45,000 -
Plan C (BoD
resolution 5/3/2007)
45,000 140.28
23.03.2010
22.03.2017
- - - - - - - - - - 45,000 -
Plan D (BoD
resolution 14/4/2008)
45,000 108.55
14.04.2011
13.04.2018
45,000 -
Total 175,000 175,000
Giovanni Battista
Ferrario
General Manager
Stock option plan
for directors
( Shareholders
resolution
26/4/2008)
375,000 13.355
04.06.2011
03.06.2018 - - - - - - - - - - 375,000 -
- - -
Total 375,000 375,000 -
Carlo
Bianchini
Manager in charge
10,750 13.3871
17.03.2008
16.03.2015 - - - - - - - - - - 10,750 -
10,000 16.89
07.03.2009
06.03.2016
- - - - - - - - - - 10,000 -
13,300 23.049
07.03.2010
06.03.2017
- - - - - - - - - - 13,300 -
14,440 12.804
26.03.2011
25.03.2018
- - - - - - - - - - 14,440 2,922
Stock option plan
for directors
(Shareholders
resolution
26/4/2008)
80,000 13.355
04.06.2011
03.06.2018
- - - - - - - - - - 80,000 -
- - -
Total 128,490 128,490 2,922
(I) Remuneration in the company
preparing the financial statements
(II) Remuneration from subsidiaries and
affiliated companies
Options held at the
beginning of the financial
year
Options granted during
the financial year
Options exercised
during the financial
year
(II) Remuneration from subsidiaries and
affiliated companies
(I) Remuneration in the company
preparing the financial statements
Stock option plan
for directors
(BoD resolution
20/3/2000)
(I) Remuneration in the company
preparing the financial statements
(II) Compensi da controllate e collegate

www.italcementigroup.com
227
Presentation 4
General information 15
Annual Report Consolidated Annual Report Directors report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
2011 Annual Report

Monetary Incentive Plans in Favor of Members of the Governing and Supervising Bodies, Chief
Operating Officer and other Officers with Strategic Responsibilities
Payable/disbursed Deferred Deferment
period
Not payable
any more
Payable/disbursed Still deferred
Giampiero
Pesenti
Chairman
March 4, 2011 Annual MBO 690,000
February 3, 2011 Three-year LTI Max 1,092,500* Max 1,092,500**
(II) Compensi da
controllate e collegate
- -
Total 690,000 Max 1,092,500* Max 1,092,500**
Pierfranco
Barabani
Executive Deputy
Chairman
(I) Remuneration in the
company preparing the
financial statements
March 4, 2011 Annual MBO 100,000
(II) Remuneration from
subsidiaries and affiliated
companies
- -
Total 100,000
Carlo
Pesenti
Chief Executive
Officer
March 4, 2011 Annual MBO 875,000
February 3, 2011 Three-year LTI Max 1,437,500* Max 1,437,500**
(II) Remuneration from
subsidiaries and affiliated
companies
- -
Total 875,000 Max 1,437,500* Max 1,437,500**
Giovanni Battista
Ferrario
General Manager
March 4, 2011 Annual MBO 312,500
March 5, 2010 Annual MBO
March 4, 2011 Three-year LTI Max 1,000,000***
September 15,
2011
MBO 200,000
(II) Remuneration from
subsidiaries and affiliated
companies
March 2, 2011 Annual MBO CF 552,000
Total 864,500 Max 1,000,000*** 200,000
* Theoretical portion of the 2010-2012 LTI plan accrued in financial year 2011
** Theoretical portion of the 2010-2012 LTI plan accrued in financial year 2010
*** Theoretical portion of the 2011-2013 LTI plan accrued in financial year 2011
Other bonus
(I) Remuneration in the
company preparing the
financial statements
Bonus for previous years Bonus for the year
Last name, name Position Plan
(I) Remuneration in the
company preparing the
financial statements
(I) Remuneration in the
company preparing the
financial statements

228

Payable/disbursed Deferred Deferment
period
Not payable
any more
Payable/disbursed Still deferred
Carlo
Bianchini
Manager in charge
March 4, 2011 Annual MBO 166,000
March 4, 2011 Three-year LTI Max 133,000***
September 15,
2011
MBO 200,000
(II) Remuneration from
subsidiaries and affiliated
companies
- - 9,000
Total 166,000 Max 133,000*** 209,000
* Theoretical portion of the 2010-2012 LTI plan accrued in financial year 2011
** Theoretical portion of the 2010-2012 LTI plan accrued in financial year 2010
*** Theoretical portion of the 2011-2013 LTI plan accrued in financial year 2011
(I) Remuneration in the
company preparing the
financial statements
Bonus for previous years
Other bonus
Last name, name Position Plan
Bonus for the year
www.italcementigroup.com
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Annual Report Consolidated Annual Report Directors report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
2011 Annual Report





Participation of Governing and Supervising Bodies, Chief Operating Officer and Manager in
charge of Preparing the Companys Financial Reports
Name, last position Position Company held
Giampiero Pesenti Chairman Italcementi ordinary shares:
savings shares:
10,972
22,698
1
2
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
10,972
22,698
1
2
Pierfranco Barabani Executive Deputy
Chairman
Italcementi ordinary shares:
savings shares:
78,780
884
2
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
78,780
884
2
Lorenzo Renato Guerini Deputy Chairman Italcementi ordinary shares: 60,000
1
ordinary shares: - ordinary shares: - ordinary shares: 60,000
1
Carlo Pesenti Chief Executive
Officier
Italcementi ordinary shares:
savings shares:
1,500
3,000
1
1
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
1,500
3,000
1
1
Ciments Franais ordinary shares: 50 ordinary shares: - ordinary shares: - ordinary shares: 50
Giorgio Bonomi Director Italcementi ordinary shares: 2,500 ordinary shares: - ordinary shares: - ordinary shares: 2,500
Federico Falck Director Italcementi ordinary shares:
savings shares:
41,600
6,760
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
41,600
6,760
Danilo Gambirasi Director Italcementi ordinary shares: 1,248 ordinary shares: - ordinary shares: - ordinary shares: 1,248
Italo Lucchini Director Ciments Franais ordinary shares: 50 ordinary shares: - ordinary shares: - ordinary shares: 50
Sebastiano Mazzoleni Director Italcementi ordinary shares:
savings shares:
7,352
7,040
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
7,352
7,040
Yves Ren Nanot Director Ciments Franais ordinary shares: 89,550 ordinary shares: - ordinary shares: - ordinary shares: 89,550
Attilio Rota Director Italcementi ordinary shares: 108,186
3
ordinary shares: - ordinary shares: - ordinary shares: 108,186
3
Emilio Zanetti Director Italcementi ordinary shares: 30,602
4
ordinary shares: - ordinary shares: 26,442 ordinary shares: 4,160
Mario Comana Regular Auditor Italcementi ordinary shares:
savings shares:
2,500
2,000
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
-
-
ordinary shares:
savings shares:
2,500
2,000
Carlo Bianchini Responsible
Manager
Italcementi ordinary shares:

4,500 ordinary shares:

- ordinary shares:

- ordinary shares:

4,500
Number of shares held
at the end of the previous financial
year
Number of shares held
at the end of the current financial
year
1
Shares held by spouse
2
Shares in part held directly and in part by spouse
3
Shares in part held directly (in part with beneficial ownership and voting rights only) and in part by spouse
4
26,442 of which ordinary shares with beneficial ownership and voting rights only, sold during the year
Number of shares
purchased
Number of shares sold


* * *
Dear Shareholders,
We invite you to adopt the following resolution:
The Shareholders Meeting of Italcementi S.p.A. held on April ________ , 2012,
- having acknowledged the report prepared by the Directors,
hereby resolves
In favor of / against
the first section of the Report on Remuneration illustrated above.
230







Authorization to purchase and dispose of treasury shares
Dear Shareholders,
The ordinary shareholders' meeting of April 19, 2011, renewed the authorization for the Company to acquire
and dispose of treasury shares for a period of 18 months as of the resolution date.
In connection with the aforementioned shareholders resolution, the Company has not purchased any ordinary
and savings shares nor has it sold those held in portfolio to stock option beneficiaries during the fiscal year,
since no options were exercised.
As a consequence, as at March 2, 2012, the Company holds 3,793,029 ordinary treasury shares and 105,500
savings treasury shares. The carrying amount of treasury shares in portfolio at date thereof is equal to a total
amount of Euro 58,689,585.56, as reflected in the accounts in accordance with the applicable laws.
Since the authorization expires on October 18, 2012, in order to enable the Company to maintain its right to
acquire and dispose of treasury shares, we invite you to resolve upon the renewal of such authorization for the
next 18 months.
This proposal does not contain any differences in respect to the proposal approved by the shareholders'
meeting of last year.
1) Reasons underlying the proposed authorization to acquire and dispose of treasury shares.
The authorization is requested in order to:
dispose of treasury shares
* to be granted to employees and/or directors in connection with stock option plans reserved to them;
* for medium/long-term investment purposes;
operate, in compliance with current regulations, directly or through intermediaries, in order to limit anomalous
trends in share prices and to regularize stock exchange prices caused by temporary distortions linked to
excessive volatility or low trading liquidity;
create a treasury stock portfolio to serve extraordinary financial transactions or for other purposes deemed to
be in the financial, business and /or strategic interest of the Company;
offer an additional tool to monetize their investments to the shareholders.
2) Maximum number, category and nominal value of the shares which the authorization refers to;
compliance with paragraph 3, art. 2357 of the Italian Civil Code
Purchases refer to ordinary and/or savings shares of the Company whose maximum number, including
treasury shares already held as at the date hereof by the Company and by the subsidiaries (which will receive
specific instructions for timely disclosure of the shares they hold), shall not exceed an overall nominal value of
one tenth of the entire share capital.
In any case, purchases shall be made, in accordance with article 2357 of the Italian Civil Code, within the limits
of the distributable earnings and available reserves reflected in the latest approved financial statements of the
Company.
The consideration paid or received with respect to treasury shares purchase or sale shall be directly reflected
in equity in compliance with IAS 32 and it shall in any case be accounted for in the manner established by the
laws in force from time to time.
www.italcementigroup.com
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Annual Report Consolidated Annual Report Directors report 150
Extraordinary session Italcementi S.p.A. Annual Report Separate financial statements 239
2011 Annual Report







3) Term of the authorization.
The authorization to purchase treasury shares is requested for a period of 18 months as of the date on which
the shareholders adopts the resolution, while the authorization for their disposal is requested without time
limits.
4) Minimum and maximum consideration and market values on which such considerations have been
determined.
The purchase price of each share shall not be lower nor exceed 15%, as peak, than the average reference
share price occurred on the same regulated market in the last three sessions preceding each transaction.
The overall consideration to be paid by the Company for the purchase shall in no case exceed the amount of
Euro 100 million.
The shares may be sold, whether or not purchases have been completed, and on one or more occasions (also
through public offers or offers to the shareholders or through placement of warrants and depositary receipts
representing shares and/or similar securities), at a price no lower than the lowest purchase price.
This price limit shall not apply in the event of sale of shares offered to the employees of Italcementi S.p.A. and
its subsidiaries, parent companies and the other companies controlled by the latter or to members of the Board
of Directors of Italcementi S.p.A. and its subsidiaries who are vested with special offices in compliance with the
Articles of Association or who perform specific operating duties, in connection with stock option plans for
employees and for directors.
5) Terms and Conditions according to which purchases shall be made.
Purchases of treasury shares shall be normally made, unless otherwise indicated below, so that equal
treatment of shareholders is ensured and offers to purchase, directly matched with pre-determined offers to
sell, are not allowed.
Moreover, in consideration of the various purposes illustrated in this proposal, the Board of Directors proposes
to be authorized to purchase in accordance with any other manner allowed under current laws and regulations
governing the stock market on which the transaction is performed and, therefore, as at the present time:
through public tender or exchange offers;
through the purchase and sale of derivatives traded on regulated markets which provide for physical delivery
of the underlying shares;
through the proportional allocation to shareholders of put options to be exercised within the term of the
authorization as per paragraph 3 above.
With regard to sale transactions, the Board of Directors proposes that the authorization shall allow the adoption
of any procedure deemed appropriate to achieve the intended objectives to be executed either directly or
through intermediaries, in compliance with national and European laws and regulations.
The treasury shares acquisitions and sales which the authorization is requested for will be executed in
compliance with applicable laws, especially, in compliance with national and European laws and regulations
including those on market abuse.
Appropriate disclosure of treasury shares acquisitions and sales will be provided in compliance with the
applicable disclosure requirements.
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6) Acquisition in order to reduce share capital.
In light of these forecasts, this hypothesis does not apply.
* * *
Dear Shareholders,
If you agree with our proposal, we invite you to resolve upon the following resolution:
Italcementi S.p.A. shareholders' meeting held on April ___, 2012,
- having acknowledged the Directors proposal,
- taking into account articles 2357 and 2357-ter of the Italian Civil Code
hereby resolves
1) to revoke the resolution authorizing the acquisition and disposal of treasury shares adopted by the ordinary
shareholders' meeting of April 19, 2011;
2) to authorize, pursuant to art. 2357 of the Italian Civil Code, the purchase of ordinary and/or savings treasury
shares, for the amounts, at the price, according to the terms and conditions indicated herein below:
- the purchases shall be made once or in more times, within 18 months of the resolution date;
- the purchase price of each share shall not be more than 15% above or below the average reference price
as recorded on the same regulated market in the three sessions preceding each transaction;
- the overall amount paid shall in no case exceed Euro 100 million;
- the maximum number of ordinary and/or savings shares acquired shall not have an overall nominal value,
including treasury shares already held as of the date hereof by the Company and by the subsidiaries, in
excess of one tenth of the share capital;
3) to authorize, pursuant to art. 2357-ter, paragraph 1 of the Italian Civil Code, the Chairman, Executive
Deputy Chairman, the Deputy Chairman and the Chief Executive Officer in office from time to time to
severally dispose of the purchased treasury shares, even if the purchase has not been completed yet, in
compliance with current laws and without time limits.
The sale price shall not be lower than the lowest purchase price.
This price limit shall not apply, however, in the event of a sale of shares to the employees of Italcementi
S.p.A. and its subsidiaries, parent companies and the other companies controlled by the latter or to
members of the Board of Directors of Italcementi S.p.A. and its subsidiaries who are vested with special
offices in compliance with the Articles of Association or who perform specific operating duties, in connection
with stock option plans for employees and for directors.
4) to establish that:
the purchases shall be normally conducted so that equal treatment of shareholders is ensured and offers
to purchase directly matched with pre-determined offers to sell are not allowed, or, taking into account the
various possible purposes, in any other manner allowed under current laws and regulations governing the
stock market on which the transactions are performed;
the shares shall be disposed of in any manner deemed appropriate to achieve the objectives pursued,
directly or through intermediaries, in compliance with current applicable national and European laws and
regulations;
treasury shares purchases and sales shall be executed in compliance with applicable laws and,
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specifically, with laws and regulations governing the stock market on which the transactions are
performed;
5) to establish that the consideration paid or received with respect to treasury shares purchases or sales
transactions shall be reflected directly in equity in compliance with IAS 32 and shall in any case be
accounted for in the manner established by the laws in force from time to time;
6) to severally grant to the Chairman, Executive Deputy Chairman, Deputy Chairman and Chief Executive
Officer in office from time to time any power to proceed with the purchases and sales and in any case to
execute the above resolutions, also through attorneys-in-fact, complying with any requirements provided for
by the competent authorities.
Supplement to the Board of Directors
Dear Shareholders,
Last years shareholders meeting of April 19 resolved, inter alia, to increase the number of Board members to
20 by appointing Mr. Lorenzo Renato Guerini as Director for the remaining part of the Boards mandate.

However, the day before Mr. Pietro Ferrero prematurely deceased. At their meeting of May 5, 2011, the Board
of Directors co-opted Mr. Carlo Garavaglia to replace him, according to law and the Bylaws, as being the first
and sole unelected candidate on the list presented by the majority shareholder at the time of the election of the
Board members currently in office.

Moreover, on April 27, 2011, Mr. Antonio Carosi, sole candidate of the list presented by the minority
shareholder First Eagle Investment Management LLC, resigned from his office of Director. The Board of
Directors deemed it appropriate to ensure, even at this stage, a representation on the Board of Directors to
minority shareholders, it asked the sole minority shareholder who presented the list directly to get proposals on
the replacement of the resigning director. During the Board meeting of July 29, 2011, Mr. Giulio Antonello,
therefore, was co-opted as Director.
Mr. Garavaglia and Mr. Antonello, in accordance with law and the Bylaws, will remain in office until the next
shareholders meeting.
For the purposes of supplementing the Board of Directors, two articles of the Bylaws are relevant: the principle
invoked by Art. 15 of the Bylaws, which aims at ensuring a minimum number of Directors to be appointed by
minority shareholders as required by law, and the provision of Art. 16 of the same Bylaws, under which the
shareholders shall act by a majority of the share capital represented therein. The voting list mechanism does
not apply to the Board of Directors supplements.
Regarding the replacement of the Director elected from the majority list, the shareholder Italmobiliare informed
the Company of its intention to confirm Mr. Carlo Garavaglia as Director. With reference, however, to the
replacement of the minority Director, whose principle of representativeness is expressly provided for in the
Bylaws, limits on participation and time set for the presentation of candidates do not apply.
In order to facilitate the appropriate development of the shareholders meeting, however, we call upon the
minority shareholders holding a stake in the share capital with voting rights no lower than 2% of the ordinary
share capital, to submit their own candidates at the registered office (via G. Camozzi 124, 24121 Bergamo,
Corporate Affairs) or to file them by means of the certified email address
affarisocietari@italcementi.legalmail.it, at least five days before the shareholders meeting on first call (i.e. by
April 13, 2012 ), along with the following documentation:
234







a) statements by which individual candidates accept their candidature and, under his/her own responsibility,
state the non-existence of causes for ineligibility and the entitlement of the good reputation requirements
established by the law;
b) a brief resume on the personal and professional skills of each candidate with indication of their position as
director and statutory auditor in other companies;
c) statements by which individual candidates declare entitlement of the independence qualification required by
the law and by the Code of Conduct;
d) information on the identity of shareholders who have presented candidates;
e) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection with the majority shareholder, as defined by the law in force.
The intermediary certification proving ownership of the shareholding prescribed at the date on which
candidates are presented may also be produced after the filing provided that it reaches the company at least 5
days before the shareholders meeting date on first call (i.e. by April 13, 2012).
In any case, shareholders can present candidates directly at the venue of the Meeting.
During the Meeting, the Chairman will summarize the candidates of the minority shareholders and will submit
them to poll, according to the order in which they have been received by the Company.
To this end, Italmobiliare communicated its intent to abstain from any vote on candidates submitted by
shareholders holding at least 2% of the ordinary share capital.
In the event that no candidates are submitted nor any other candidates by holders of shares under 2% of the
ordinary share capital are filed, the shareholders meeting will act under the usual majorities without prejudice
to the possibility of reducing by one unit the number of members of the Board of Directors.

Appointment of Statutory Auditors, the Chairman of the Board of Statutory Auditors and
determining their remuneration
Dear Shareholders,
Upon approval of the financial statements as at December, 31
st
2011, the office of the entire Board of Statutory
Auditors will expire.
We invite you to appoint, for the 2012-2014 three-year period, three acting Auditors and three substitute
Auditors, and the Chairman of the Board, after determining their respective annual remuneration.
According to the Bylaws, the Board of Statutory Auditors is appointed on the basis of lists aimed at assuring
the appointment of one acting Auditor and one substitute Auditor by the minority shareholders.
Only shareholders who, alone or together with other shareholders, provide documented evidence that they
own, as at the date on which lists are filed with the Company, a percentage of the share capital with voting
rights not lower than 2%, are entitled to file the lists.
Each shareholder cannot file or concur in the filing of more than one list, directly or through third parties or trust
company, or vote for different lists.
Shareholders belonging to the same group and shareholders who are party to a shareholders agreement
concerning the company shares may not file or vote for more than one list, neither through third party or trust
companies.
Lists presented in violation of these restrictions will not be accepted.
Each list consists of two sections: one for candidates as acting Auditors, and the other for candidates as
substitute Auditors.
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Each section shall list in progressive order the names of no more than three candidates as acting Auditors and
no more than three candidates as substitute Auditors.
Each candidate may be presented on one list only under penalty of ineligibility.
Lists must be filed with the registered office or sent by means of certified electronic mail to:
affarisocietari@italcementi.legalmail.it, by the twenty-fifth day prior to the date of the shareholders meeting
convened in first call along with the following documentation:
a) statements by which each candidate accepts his/her candidature and, under his/her own responsibility,
states the non-existence of causes for ineligibility or incompatibility as well as the entitlement of further
requirements established by the law, Company bylaws and Code of Conduct;
b) a brief resume on the personal and professional skills of each candidate with indication of their position as
director and statutory auditor in other companies;
c) information on the identity of shareholders who have filed lists. The intermediary certification proving
ownership of the share capital percentage required under the rules and regulations in force at the time the
list is filed can be produced also after the filing thereof, provided that this is delivered to the Company within
the terms provided for by the rules and also regulatory provisions in force for publication of lists by the
Company;
d) a statement of the shareholders who do not hold, even jointly, a controlling or majority stake, bearing
witness to the absence of any connection with the majority shareholder, as defined by the applicable law.
A list presented not in compliance with the above provisions will be considered as not presented.
In the event, on expiry of the 25 day term prior to that fixed for the Meeting in first call, a sole list has been filed,
or only lists filed by shareholders who are connected to each other under current regulations, additional lists
can be filed until following third day, and the threshold of 2% above mentioned will be halved.
Proposal to increase the total amount of rights to be allocated to the Long-term monetary
incentive Plan for Officers, linked to the appreciation of Italcementi shares
Dear Shareholders,
The shareholders' meeting held on April 28, 2008 had approved the adoption of a Stock option Plan for Top
Management", later revoked by the shareholders meeting on April 19 last year, and of a "Long-term monetary
incentive Plan for Officers linked to the appreciation of Italcementi shares (the Plan).
The Plan currently contemplates an overall maximum allocation, for each three-year cycle, of 223,000 rights,
equal to a grand total of 669,000 attributable rights.
In 2011, having made an assessment as to the degree of achievement of targets assigned in 2008, the Chief
Executive Officer granted a total of 221,000 rights to 17 recipients to be claimed for the first cycle (2008-2010)
of the Plan.
With reference to the second cycle (2011-2013), however, last September the Chief Executive Officer informed
the Board of Directors he had granted 1,000,000 rights to 28 officers to participate in the Plan. Among these
are included 6 officers originally beneficiaries of the stock option Plan which was canceled last year.
The recognition of these rights was subject to an authorization by the shareholders meeting to increase the
number of overall rights to be subjected to the aforesaid Plan both for this cycle of allocations and for the next
one (2014-2016).
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Thus, when the period of validity of the Plan (financial year 2016) expires, taking into account 221,000 rights
granted at the end of 1st cycle, a maximum number of 2,221,000 rights will be allocated overall in proportion to
the achievement of the targets assigned to each recipient.

* * *
Dear Shareholders,
If you agree with our proposal, we invite you to adopt the following resolution:

The Shareholders General Meeting of Italcementi S.p.A. held on April ________ , 2012,
- having acknowledged the proposal of the Directors,

hereby resolves

to increase the total amount of rights to participate in the Long-term monetary incentive Plan for Officers,
linked to the appreciation of Italcementi shares from the current 669,000 to 2,221,000.

Bergamo, March 2, 2012



On behalf of the Board of Directors
The Chairman
Giampiero Pesenti

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Financial statements
Statement of financial position

(euro)
Notes 12.31.2011 12.31.2010 Change
Non-current assets
Property, plant and equipment 2 582,027,296 595,500,863 (13,473,567)
Investment property 2 12,875,572 13,679,317 (803,745)
Intangible assets 3 28,592,972 19,948,359 8,644,613
Investments in subsidiaries and associates 4 1,721,666,830 1,740,651,185 (18,984,355)
Other equity investments 4 5,731,012 5,802,455 (71,443)
Deferred tax assets 18 26,533,915 12,079,357 14,454,558
Other non-current assets 5 200,708,026 172,661,978 28,046,048
Total non-current assets 2,578,135,623 2,560,323,514 17,812,109
Current assets
Inventories 6 108,592,701 109,876,613 (1,283,912)
Trade receivables 7 276,998,802 220,693,223 56,305,579
Other current assets including derivatives 8 74,570,047 20,291,942 54,278,105
Tax assets 9 4,795,813 18,196,761 (13,400,948)
Equity investments, bonds and financial assets 10 375,757,775 419,738,235 (43,980,460)
Cash and cash equivalents 11 478,967 946,229 (467,262)
Total current assets 841,194,105 789,743,003 51,451,102
Total assets 3,419,329,728 3,350,066,517 69,263,211
Equity
Share capital 12 282,548,942 282,548,942 -
Share premium 13 344,103,798 344,103,798 -
Reserves 13 17,998,546 21,230,658 (3,232,112)
Treasury shares 14 (58,689,585) (58,689,585) -
Retained earnings 15 1,198,686,097 1,225,122,196 (26,436,099)
Total equity 1,784,647,798 1,814,316,009 (29,668,211)
Non-current liabilities
Financial liabilities 19 832,068,566 1,076,223,836 (244,155,270)
Employee benefits 16 41,392,717 39,622,175 1,770,542
Provisions 17 27,311,521 30,620,306 (3,308,785)
Other non-current liabilities 19 27,144,996 11,370,466 15,774,530
Total non-current liabilities 927,917,800 1,157,836,783 (229,918,983)
Current liabilities
Loans and borrowings 19 146,416,308 135,545,990 10,870,318
Financial liabilities 19 338,554,990 54,028,086 284,526,904
Trade payables 20 142,637,020 132,472,181 10,164,839
Other current liabilities 21 79,155,812 55,867,468 23,288,344
Total current liabilities 706,764,130 377,913,725 328,850,405
Total liabilities 1,634,681,930 1,535,750,508 98,931,422
Total equity and liabilities 3,419,329,728 3,350,066,517 69,263,211

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Income statement

(euro) Notes 2011 % 2010 % Change %
Revenue 23 613,792,598 100.0 614,085,918 100.0 (293,320) 0.0
Other revenue 24 32,254,562 27,459,272
Change in inventories 2,143,169 (1,539,539)
Internal work capitalized 1,281,289 1,230,582
Goods and utilities expense 25 (341,433,092) (355,509,943)
Services expense 26 (176,109,581) (176,492,334)
Employee expense 27 (176,411,711) (176,611,584)
Other operating income (expense) 28 43,940,516 12,915,032
Recurring EBITDA (542,250) -0.1 (54,462,596) -8.9 53,920,346 n.s.
Net capital gains on sale of fixed assets 29 16,336,531 8,888,035
Other non-recurring income (expense) 29 (8,097,887) (5,786,903)
EBITDA 7,696,394 1.3 (51,361,464) -8.4 59,057,858 n.s.
Amortization and depreciation 2-3 (81,610,136) (80,679,610)
Impairment (693,212) 1,746,395
EBIT (74,606,954) -12.2 (130,294,679) -21.2 55,687,725 n.s.
Finance income 30 202,488,114 135,166,546
Finance costs 30 (91,592,169) (57,111,510)
Net exchange-rate differences and derivatives 30 (1,076,983) 725,377
Impairment on financial assets 4 (52,284,040) (38,225,234)
Profit before tax (17,072,032) -2.8 (89,739,500) -14.6 72,667,468 n.s.
Income tax (expense) 31 24,073,983 55,378,980
Profit (loss) for the period 7,001,951 1.1 (34,360,520) -5.6 41,362,471 n.s.
n.s. = not significant



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Statement of comprehensive income

(euro) Notes 2011 % 2010 % Change %
Profit (loss) for the period 7,001,951 1.1 (34,360,520) -5.6 41,362,471 n.s.
Fair value gains (losses) on:
Available-for-sale financial assets (7,524,000) (25,580,600) 18,056,600
Derivatives 2,897,048 2,962,356 (65,308)
Tax on other comprehensive income 1,900,257 455,188 1,445,069
Other comprehensive income 13 (2,726,695) (22,163,056) 19,436,361
Total comprehensive income 4,275,256 0.7 (56,523,576) -9.2 60,798,832 n.s.
n.s. = not significant

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Statement of changes in equity
Reserves
Share Share Fair value Hedging Other Treasury Retained Total
(euro) capital premium reserve reserve reserves shares earnings equity
Balances at December 31, 2009 282,548,942 344,103,798 32,649,412 (12,769,430) 22,800,394 (58,689,585) 1,292,920,765 1,903,564,296
Profit (losses) for the period (34,360,520) (34,360,520)
Total other comprehensive income (25,125,412) 2,962,356 (22,163,056)
Stock options 713,338 713,338
Distribution of profits:
Dividends (33,438,050) (33,438,050)
Balances at December 31, 2010 282,548,942 344,103,798 7,524,000 (9,807,074) 23,513,732 (58,689,585) 1,225,122,195 1,814,316,008
Profit (losses) for the period 7,001,951 7,001,951
Total other comprehensive income (7,524,000) 4,797,305 (2,726,695)
Stock options (505,417) (505,417)
Distribution of profits:
Dividends (33,438,049) (33,438,049)
Balances at December 31, 2011 282,548,942 344,103,798 - (5,009,769) 23,008,315 (58,689,585) 1,198,686,097 1,784,647,798








Statement of cash flows

(euro)
Notes
2011 2010
A) Cash flow from operating activities:
Profit before tax (17,072,032) (89,739,500)
Amortization, depreciation and impairment 83,351,248 79,112,627
Impairment on financial assets 52,284,040 38,225,234
Capital (gains)/losses on sale of fixed assets (18,829,797) (24,368,172)
Change in employee benefits and other provisions 655,386 1,829,060
Stock options (505,419) 713,338
Reversal of net finance costs (income) (106,663,719) (62,827,191)
Cash flow from operating activities befre tax,
finance income/costs and change in working capital: (6,780,293) (57,054,604)
Working capital (49,349,275) 64,330,884
Other assets/liabilities (28,534,268) (7,899,009)
Total change in working capital (77,883,543) 56,431,875
Net finance costs paid (40,030,986) (41,521,046)
Dividends received 148,664,704 104,327,894
Taxes (paid) or surpluses recovered 12,094,457 (7,421,641)
Total A) 36,064,339 54,762,478
B) Cash flow from investing activities:
Capital expenditure:
Intangible assets (18,922,498) (15,027,602)
Property, plant and equipment and investment property (61,867,481) (83,695,715)
Financial assets (equity investments) 4 (50,824,381) (43,677,307)
Other assets - (39,386)
Total capital expenditure (131,614,360) (142,440,010)
Proceeds from the sale of fixed assets 41,516,964 123,786,260
Total sales 41,516,964 123,786,260
Change in other long-term financial assets and liabilities 7,819 -
Total B) (90,089,577) (18,653,750)
C) Cash flow from financing activities:
Increase in non-current financial liabilities 80,856,859 209,482,286
Repayment of non-current financial liabilities (193,341) (15,215,916)
Change in current financial liabilities (29,531,575) (75,763,516)
Change in other financial assets 40,866,822 (121,943,624)
Payment replenishment losses in equity investments 4 (5,000,000) -
Dividends paid 15 (33,440,789) (33,432,387)
Total C) 53,557,976 (36,873,157)
D) Cash flows for the period (A+B+C) (467,262) (764,429)
E) Cash and cash equivalents at beginning of period 11 946,229 1,710,658
Cash and cash equivalents at end of period (D+E) 11 478,967 946,229

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Contents
Notes
1. Accounting policies
2. Property, plant and equipment and Investment property
3. Intangible assets
4. Investments in subsidiaries, associates and Other equity investments
5. Other non-current assets
6. Inventories
7. Trade receivables
8. Other current assets including derivatives
9. Tax assets and liabilities
10. Equity investments, bonds and financial assets
11. Cash and cash equivalents
12. Share capital
13. Reserves
14. Treasury shares
15. Analysis of equity captions
16. Employee benefits
17. Provisions
18. Deferred tax assets and deferred tax liabilities
19. Net debt
20. Trade payables
21. Other current liabilities
22. Commitments
23. Revenue
24. Other revenue
25. Raw materials and supplies
26. Services
27. Employee expense and Stock options
28. Other operating income (expense)
29. Non-recurring income (expense)
30. Finance income (costs), exchange rate differences and derivatives
31. Income tax expense
32. Transactions with related parties
33. Non-recurring transactions
34. Audit fees
35. Events after December 31, 2011

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Notes
The Italcementi S.p.A. financial statements as at and for the year to December 31, 2011, were approved by the
Board of Directors on March 2, 2012. At the meeting, the Board authorized publication of a press release
dated March 2, 2012 containing key information from the financial statements.

Italcementi S.p.A. is a legal entity established in accordance with the laws of the Republic of Italy. It has been
listed on the Milan Stock Exchange since 1925, belongs to the S&P/Mib index of leading Italian companies and
is subject to management and coordination by Italmobiliare S.p.A., whose key data from the most recently
approved financial statements are provided in an annex to the separate financial statements.
Italcementi S.p.A. and its subsidiaries form the Italcementi Group, an international player whose main lines of
business are hydraulic binders, ready mixed concrete and aggregates. The Group is also active in other areas,
some of which are instrumental to its core businesses: materials for the construction industry, additives,
transport, energy, engineering and e-business.
The Italian laws that implement EEC Directive IV are also applied, where compatible, to the companies that
draw up financial statements in accordance with the IFRS. Consequently the financial statements are
compliant with the articles of the Italian Civil Code and the corresponding indications of the Consolidated
Finance Act (TUF, testo unico della finanza) for listed companies with regard to the Directors Report (art. 2428
Italian Civil Code), Audit (art. 2409-bis Italian Civil Code) and Publication of the Financial Statements (art. 2435
Italian Civil Code).
The separate financial statements and related notes also set out the details and additional disclosures required
under art. 2424, 2425 and 2427 of the Italian Civil Code and art. 27, paragraph 5 of Legislative Decree
127/1991, since such requirements are not in conflict with the IFRS.

The financial statements have been drawn up on a going-concern basis. Despite the difficult economic and
financial situation, by virtue of the measures already in place to respond to the changes in demand, and its
business and financial flexibility the company has no material uncertainties about its ability to continue as a
going concern.

1. Accounting policies
1.1. Statement of compliance with the IFRS
These financial statements have been drawn up in compliance with the International Accounting and Financial
Reporting Standards (IAS/IFRS) applicable at December 31, 2011, endorsed by the EC Commission.
In compliance with European Regulation no. 1606 of July 19, 2002, the principles adopted do not include the
standards and interpretations published by the IASB and the IFRIC through December 31, 2011, that had not
been endorsed by the European Union at that date.
Since December 31, 2010, the following standards, amendments and interpretations endorsed by the
European Union have come into force and have been applied in the 2011 financial statements:
IAS 24 revised Related party disclosures which simplifies disclosure requirements relating to related
parties in which public entities are present and provides a new definition of related parties that also
comprises the subsidiaries of associates and joint ventures.
Amendment to IAS 32 Financial instruments presentation regarding classification of rights issues. The
changes permit classification of rights issues (e.g., options and warrants) as equity instruments
independently of the currency in which exercise price is denominated.
Amendment to IFRS 1 First-time adoption of IFRS and the related amendment to IFRS 7 Financial
instruments: disclosures relating to the exemption from comparative disclosure allowed by IFRS 7 on
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first-time adoption. The amendment exempts the reporting entity, on first-time adoption of IFRS, from
providing the comparative data required by IFRS 7 for fair value measurement and liquidity risk.
Amendments to a number of IAS/IFRS/IFRIC as part of the improvement of the same: IFRS 1 First-
time adoption of IFRS, IFRS 3 Business combinations, IFRS 7 Financial instruments: disclosures,
IAS 1 Presentation of financial statements, IAS 27 Consolidated and separate financial statements,
IAS 34 Interim financial reporting, IFRIC 13 Customer loyalty programs. The above changes had no
material effects for the company.
Amendment to IFRIC 14 Prepayments of a minimum funding requirement governing cases where an
entity subject to a minimum funding requirement on defined benefit plans, makes prepayments to
guarantee the limits in question. The benefits arising from the prepayments may be recognized as
assets. This case does not apply to the company.
IFRIC 19 Extinguishing financial liabilities with equity instruments which provides guidelines for
accounting treatment of extinction of a financial liabilities through issue of own equity instruments. The
difference between the carrying amount of the financial liability to be extinguished and the initial
measurement of the equity instruments to be issued must be reflected in the income statement.

The application of the new standards, amendments and interpretations has not had a material impact on the
companys annual accounts.

At December 31, 2011, the European Union had approved an amendment to IFRS 7 Financial instruments:
disclosures concerning disclosures to be made on the transfer of financial assets. This amendment is not yet
in effect and the Group has not elected early application.

Standards, amendments and interpretations published by the IASB but not yet endorsed by the European
Union are:
Amendment to IAS 1 Presentation of financial statements relating to the presentation of other
components recognized under equity.
Amendment to IAS 12 Income taxes with reference to deferred tax: recovery of underlying assets.
Amendments to IAS 19 Employee benefits. The main change is the elimination of the corridor for
defined benefit plans with the requirement for immediate and full recognition of actuarial gains and
losses in the statement of comprehensive income.
Review of IAS 27 Consolidated and separate financial statements and IAS 28 Investments in
associates.
Amendments to IFRS 1 First-time adoption of IFRS for situations subsequent to hyperinflationary
periods and suppression of fixed dates on first-time adoption.
IFRS 10 Consolidated financial statements. This new standard replaces IAS 27 Consolidated and
separate financial statements with regard to consolidated financial statements. IAS 27 has been
renamed Separate financial statements and deals exclusively with preparation of separate financial
statements.
IFRS 11 Joint arrangements. The new standard replaces IAS 31 Interests in joint ventures, and
identifies two categories of arrangement, with separate accounting treatments.
IFRS 12 Disclosure of interests in other entities which re-organizes and supplements disclosures on
subsidiaries, associates, joint ventures and other equity investments.
IFRS 13 Fair value measurement. This new standard provides guidelines for measurement and
disclosure of fair value.
IFRIC 20 Stripping costs in the production phase of a surface mine.

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1.2. Accounting policies and basis of presentation
The accounts adopt the cost principle, with the exception of derivatives and financial assets held for trading or
for sale, which are stated at fair value. The carrying amounts of hedged assets and liabilities are adjusted to
reflect changes in fair value on the basis of the hedged risks. The financial statements are presented in euro.
All amounts in the accounting schedules and in the notes are rounded to thousands of euro, unless otherwise
specified.
The basis of presentation of the financial statements is as follows:
current and non-current assets and current and non-current liabilities are presented as separate
classifications on the face of the statement of financial position. Current assets, which include cash and
cash equivalents, are assets that the company intends to realize, sell or consume during its normal
business cycle; current liabilities are liabilities that the company expects to settle during the normal
business cycle or in the twelve months after the end of the reporting period;
on the income statement, costs are analyzed by the nature of the expense;
on the statement of cash flows, the indirect method is used.

Since the Italcementi Group applies IAS 34 Interim Financial Reporting to its half-year reports, with the
consequent identification of a six-month interim period, any reductions in value are recorded at closure of the
half year.

1.3. Use of estimates
The preparation of the separate financial statements and the notes in conformity with the international financial
reporting standards requires management to make estimates that affect the carrying amounts of assets,
liabilities, income and expense, such as amortization, depreciation and provisions, and the disclosures on
contingent assets and liabilities in the notes. Since these estimates are determined on a going-concern basis,
using the information available at the time, they could diverge from the actual future results. This is particularly
evident in the present financial and economic crisis, which could generate situations diverging from those
estimated today and require currently unforeseeable adjustments, including adjustments of a material nature,
to the carrying amounts of the items in question. Assumptions and estimates are particularly sensitive with
regard to measurement of non-current assets, which depend on forecasts of future results and cash flows,
provisions for disputes and restructurings and commitments in respect of pension plans and other long-term
benefits. Management conducts regular reviews of assumptions and estimates, and immediately recognizes
any adjustments in the financial statements.

1.4. General policies
Subsidiaries and associates
Subsidiaries are companies in which the company has the power to determine, directly or indirectly,
administrative and management decisions and to obtain the benefits thereof. Generally speaking, control is
assumed to exist when the company holds, directly or indirectly, more than one half of voting rights, including
potential voting rights deriving from convertible securities. Associates are companies in which the company
has significant influence over administrative and management decisions even though it does not hold control.
Generally speaking, significant influence is assumed to exist when the company holds, directly or indirectly, at
least 20% of voting rights or, even if it holds a lower percentage of voting rights, when it is entitled to take part
in financial and management policy decisions by virtue of a specific juridical status including, but not limited to,
participation in voting trusts or other forms of material exercise of rights of governance.
Investments in subsidiaries and associates are measured using the cost method, whereby they are recognized
initially at cost, and subsequently adjusted to reflect changes in amount whenever, following impairment
testing, conditions are found such as to make it necessary to adjust the carrying amount to the effective value
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of the equity investment. The original cost is restored in subsequent periods if the grounds for the adjustments
no longer exist. Adjustments and any restatements of value are charged to the income statement.

Joint ventures
Joint ventures are companies whose business operations are controlled by the company jointly with one or
more other parties, under contractual arrangements. Joint control presupposes that strategic, financial and
management decisions are taken with the unanimous consent of the parties that control the venture.
Interests in joint ventures are measured on a cost basis and, as with investments in subsidiaries and
associates, this amount is subjected to periodic impairment testing.
They are included in investments in subsidiaries or associates as from the date on which joint control is
assumed and until such control is relinquished.

1.5. Business combinations
On first-time adoption of the IFRS, as allowed by IFRS 1, the company elected not to apply IFRS 3
retrospectively to business combinations that took place before January 1, 2004.
Until December 31, 2009, business combinations were accounted for with the purchase method in IFRS 3.
Since January 1, 2010, business combinations have been accounted for with the acquisition method in IFRS3
revised.

Cost of business combinations
Under IFRS 3 revised, acquisition cost is the sum of the acquisition-date fair value of the contingent
consideration and the amount of any non-controlling interests in the acquired entity. For each business
combination, any non-controlling interests in the acquired entity must be measured at fair value or in proportion
to their interest in the identifiable net assets of the acquired entity.
IFRS 3 revised provides that costs relating to the acquisition be expensed in the periods in which they are
incurred and the services are received. Any costs incurred in 2009 relating to business combinations in 2010
were expensed in 2009.

Allocation of the cost of business combinations
Goodwill is measured as the positive difference between:
- the aggregate of the consideration transferred, the amount of any non-controlling interests in the acquired
entity, the acquisition-date fair value of the acquirers previously held equity interest in the acquired entity,
with respect to
- the net amount at the acquisition date of identifiable assets acquired and liabilities assumed.
If the difference is negative, it is recognized in the income statement.
If on initial recognition the acquisition cost of a business combination can only be determined provisionally, the
allocated amounts are adjusted within twelve months of the acquisition date (measurement period).

1.6. Translation of foreign currency items
Foreign currency transactions
Foreign currency transactions are initially translated to the functional currency using the exchange rate at the
transaction date. At the reporting date, foreign currency monetary assets and liabilities are translated to the
functional currency at the closing rate. Exchange rate gains and losses are taken to the income statement.
Non-monetary foreign currency assets and liabilities measured at cost are translated at the exchange rate
ruling at the transaction date; those measured at fair value are translated with the exchange rate at the date
fair value was determined.
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1.7. Property, plant and equipment
Measurement
Property, plant and equipment are recognized at cost, less accumulated depreciation and impairment losses.
Cost includes the purchase or production cost and the directly attributable costs of bringing the asset to the
location and the conditions required for its operation. Production cost includes the cost of materials and direct
labor costs. Finance costs relating to the purchase, construction and production of qualifying assets are
capitalized. The carrying amount of some assets existing at the IFRS first-time adoption date of January 1,
2004, reflects revaluations applied in prior periods in connection with specific local laws, based on the real
economic value of the assets in question. Assets acquired through business combinations are stated at fair
value, determined on a provisional basis at the purchase date and subsequently adjusted within the following
twelve months.
Subsequent to initial recognition, property, plant and equipment are carried at cost and depreciated over the
assets useful life, less any impairment losses.
Assets under construction are recognized at cost; depreciation begins when the assets enter useful life.
When an asset consists of components with a significant cost and different useful lives, initial recognition and
subsequent measurement are carried out separately for each component.

Subsequent expense
Repair and maintenance expense is normally recognized as incurred. Component replacement costs are
capitalized and the carrying amount of the replaced component is expensed.

Depreciation
Depreciation is generally calculated on a straight-line basis over the estimated useful life of each component of
an asset. Land is not depreciated, with the exception of land used for quarrying operations.
Asset useful life determines the depreciation rate until a subsequent review of residual useful life. The useful
life range adopted for the various categories of assets is disclosed in the notes.

Quarries
Costs for the preparation and excavation of land to be quarried are amortized as the economic benefits of such
costs are obtained.
Quarry land is depreciated at rates reflecting the quantities extracted in the period in relation to the estimated
total to be extracted over the period in which the quarry is to be worked.
The company makes specific provision for quarry environmental restoration obligations. Since the financial
resources required to settle such obligations are directly related to the degree of use, the charge cannot be
defined at inception with a balancing entry to the asset cost, but is provided to reflect the degree of use of the
quarry.

1.8. Leases
Finance leases, which substantially transfer to the company all risks and rewards incidental to ownership of the
leased asset, are recognized from the lease inception date at the lower of the leased asset fair value or the
present value of the lease payments. Lease payments are apportioned between finance costs and reductions
against the residual liability so as to obtain a constant rate of interest on the outstanding liability.
The policies used for depreciation and subsequent measurement of leased assets are consistent with those
used for the companys own property, plant and equipment.
Leases where all risks and rewards incidental to ownership are retained by the lessor are classified as
operating leases.
Operating lease payments are recognized as expense on a straight-line basis over the lease term.
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1.9. Investment property
Investment property is land and/or buildings held to earn rental income and/or for capital appreciation, rather
than for use in the production or supply of goods and services. Investment property is initially recognized at
purchase cost, including costs directly attributable to the purchase. Subsequent to initial recognition,
investment property is measured at amortized cost.

1.10. Intangible assets
Intangible assets purchased separately are capitalized at cost, while those acquired through business
combinations are recognized at provisionally estimated fair value at the acquisition date and adjusted where
necessary within the following twelve months.
Subsequent to initial recognition, intangible assets are carried at cost amortized over the assets useful life.
The company has not identified intangible assets with an indefinite useful life.

1.11. Impairment
Property, plant and equipment and investment property, and amortizable intangible assets, are tested for
impairment if indications of impairment emerge.
Assets represented by equity investments in companies recorded at cost are tested for impairment if
indications of impairment emerge.
Impairment is the difference between the asset carrying amount and its recoverable amount. Recoverable
amount is the greater of fair value, less costs to sell, of an asset or cash-generating unit, and its value in use,
determined as the present value of future cash flows.
Fair value less costs to sell is determined through application of relevant valuation models adopting
appropriate income multipliers, quoted share prices on an active market for similar enterprises or other
available fair value indicators applicable to the assets being measured.
In determining value in use, assets are measured at the level of cash-generating units on a continuing
operations basis. Estimated future cash flows are discounted at a rate determined for each cash-generating
unit using the weighted average cost of capital method (WACC).
If an impairment loss on an asset other than goodwill subsequently reverses in full or in part, the asset carrying
amount is increased to reflect the new estimated recoverable amount, which may not exceed the amount that
would have been reflected in the absence of the impairment loss. Impairment losses and reversals of
impairment losses are taken to the income statement.

1.12. Financial assets
All financial assets are recognized initially at cost at the purchase date. Cost corresponds to fair value plus
additional costs attributable to the purchase.
Subsequent to initial recognition, assets held for trading are classified as current financial assets and carried at
fair value; any gains or losses are taken to the income statement.
Held-to-maturity investments are classified as current financial assets, if they mature within one year;
otherwise they are classified as non-current assets and subsequently carried at amortized cost. Amortized cost
is determined using the effective interest rate method, taking account of any acquisition discounts or
premiums, which are apportioned over the entire period until maturity, less any impairment losses.
Other financial assets are classified as available for sale and measured at fair value. Any gains or losses are
shown in a separate equity caption until the assets are sold, recovered or discontinued, or until they are found
to be impaired, in which case the cumulative gains or losses in equity are taken to the income statement.
Equity instruments that are not listed on an active market and whose fair value cannot be measured reliably
are carried at cost.
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1.13. Inventories
Inventories are measured at the lower of purchase/production cost (using the weighted average cost method)
and net realizable value.
Purchase cost includes costs incurred to bring assets to their present location, less allowances for obsolete
and slow-moving items.
Production cost of finished goods and semi-finished goods includes the cost of raw materials, direct labor and
a portion of general production costs, determined on the basis of normal plant operations. Financial costs are
not included.
The net realizable value of raw materials, consumables and supplies is their replacement cost.
The net realizable value of finished goods and semi-finished goods is the estimated selling price in the ordinary
course of business, less estimated cost of completion and estimated costs to sell.

1.14. Trade receivables and other receivables
Trade receivables and other receivables are stated at their nominal amount, less allowances for uncollectible
amounts, which are provided as doubtful debts are identified.

1.15. Cash and cash equivalents
Cash and cash equivalents consists of cash on hand, bank demand deposits and other treasury investments
with original maturity of not more than three months.
Current account overdrafts are treated as financing and not as a component of cash and cash equivalents.
The definition of cash and cash equivalents in the statement of cash flows is identical to that in the statement
of financial position.

1.16. Income taxes
Current income taxes are provided in accordance with local tax laws in the countries where the Group
operates. Deferred tax is recognized using the liability criterion, based on temporary differences between the
tax base of assets and liabilities and their carrying amount in the statement of financial position.
Deferred tax liabilities are recognized on all taxable temporary differences. Deferred tax assets are recognized
for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is
probable that future taxable income will be available against which such differences, losses or credits may be
reversed.
Taxable or deductible temporary differences do not generate recognition of deferred tax liabilities or assets
only in the following cases:
taxable temporary differences arising from the initial recognition of goodwill, unless goodwill is tax-
deductible;
taxable or deductible temporary differences arising from initial recognition of an asset or a liability in
transactions that are not business combinations and affect neither accounting profit nor taxable profit at the
transaction date;
equity investments in subsidiaries, associates and joint ventures when:
a) the Group is able to control the timing of the reversal of the taxable temporary differences and it is
probable that such differences will not reverse in the foreseeable future;
b) it is not probable that the deductible temporary differences will reverse in the foreseeable future and that
taxable income will be available against which the temporary difference can be used;
deferred tax assets are reviewed at the end of every reporting period and reduced to the extent that
sufficient taxable income is no longer likely to be available in the future against which the assets can be
used in full or in part.
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Deferred tax assets and liabilities are determined at tax rates expected to apply when the deferred tax asset
(liability) is realized (settled), based on rates that have been enacted or substantially enacted at the reporting
date.
Taxes relating to items recognized directly in equity are recognized in equity, not in the income statement.

1.17. Employee benefits
The company operates pension plans, post-employment medical benefit plans and post-employment benefits.
It also has other commitments, in the form of bonuses payable to employees on the basis of length of service
in the company (Other long-term benefits).

Defined contribution plans
Defined contribution plans are structured post-employment benefit programs where the company pays fixed
contributions to an insurance company or pension fund and will have no legal or constructive obligation to pay
further contributions if the fund does not dispose of sufficient assets to pay all the employee benefits accruing
in respect of services rendered during the current year and in previous years.
These contributions are paid in exchange for the services rendered by employees and recognized as expense
as incurred.

Defined benefit plans
Defined benefit plans are structured post-employment benefit programs that constitute a future obligation for
the company. In substance, the company assumes the actuarial and investment risks of the plan. In
accordance with IAS 19, the company uses the unit credit projection method to determine the present value of
obligations and the related current service cost. These actuarial calculations require use of consistent and
objective actuarial assumptions about demographic variables (mortality rate, personnel turnover rate) and
financial variables (discount rate, future increases in salaries and medical benefits).
The post-employment benefits in Italy (TFR, trattamento di fine rapporto) are treated in the same way as
benefit obligations arising from defined benefit plans.

Termination benefits
Termination benefits include provisions for restructuring costs recognized when the company has approved a
detailed formal plan that has already been implemented or notified to the third parties concerned.

Actuarial gains and losses
Actuarial gains and losses on post-employment defined benefit plans may arise as a result of changes in the
actuarial assumptions used in two consecutive periods or as a result of changes in the obligation value or in
the fair value of any plan asset in respect of the actuarial assumptions used at the beginning of the period.
The company uses the corridor method whereby actuarial gains and losses are recognized as income or
expense when their unrecognized cumulative net value, for each plan, at the end of the previous period
exceeds 10% of the larger of present value of the defined benefit obligation or the fair value of plan assets at
that date. These gains or losses are taken to profit or loss over the estimated average residual working life of
the employees participating in the plans.
Actuarial gains and losses relating to Other long-term benefits (service medals, length of service benefits)
and to early retirement benefits are recognized as income or expense immediately.

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Past service cost
Changes in liabilities resulting from a change to an existing defined benefit plan are recognized as expense on
a straight-line basis over an average period until the benefits have vested. Costs for benefits that vest
immediately upon changes to a plan are recognized as expense as incurred.

Curtailment and settlement
Gains or losses on the curtailment or settlement of a defined benefit plan are recognized as income or expense
when the curtailment or settlement occurs. The gain or loss includes changes in the present value of the
obligation, changes in the fair value of plan assets, actuarial gains or losses and past service costs not
previously accounted for.
At the curtailment or settlement date, the obligation and the fair value of the plan assets are re-measured using
current actuarial assumptions.

1.18. Share-based payments
The company has applied IFRS 2 as from January 1, 2004.
Options for the subscription and purchase of shares granted by the company to employees and directors give
rise to recognition of a cost classified under employee expenses, with a corresponding increase in equity.
In accordance with IFRS 2, only options granted after November 7, 2002, whose rights had not vested at
December 31, 2003, have been measured and recognized at the transition date. Options for the subscription
and purchase of shares are measured at fair value at the grant date and amortized over the vesting period.
Fair value is determined using the binomial method, and taking account of dividends. Future volatility is
determined on the basis of historic market prices, after adjustment for extraordinary events or factors.
The cost of granted options is reviewed on the basis of the actual number of options that have vested at the
beginning of the exercise period.

1.19. Provisions for risks and charges
The company recognizes provisions for risks and charges when a present legal or constructive obligation
arises as a result of a past event, the amount of which can be reliably estimated, and use of resources is
probable to settle the obligation. Provisions reflect the best estimate of the amount required to settle the
obligation or transfer it to third parties at the reporting date. If the present value of the financial resources that
will be used is material, provisions are determined by discounting expected future cash flows at a rate that
reflects the current market assessment of the time value of money and, where appropriate, the risks specific to
the liability. When discounting is performed, movements in provisions due to the effect of time or changes in
interest rates are recognized in financial items.
Changes in estimates are recognized in the income statement for the period.
The company recognizes a separate provision for environmental restoration obligations on land used for quarry
work, determined in relation to the use of the quarry in question.
Pending publication of a standard/interpretation on accounting treatment of greenhouse gas emission
allowances, after the withdrawal of IFRIC 3 by the International Accounting Standards Board, the company
recognizes a separate provision when emissions are greater than the allowance.

1.20. Loans and borrowings
Loans and borrowings are initially recognized at the fair value of the consideration provided/received less
charges directly attributable to the financial asset/liability.
After initial recognition, loans and borrowings are measured at amortized cost using the effective interest rate
method.
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1.21. Trade payables and other payables
Trade payables and other payables are stated at the fair value of the original consideration received.

1.22. Derivatives
The company uses derivatives such as foreign currency forward contracts and interest-rate swaps and options
to hedge currency and interest-rate risks. Derivatives are measured and recognized at fair value.
The fair value of foreign currency forward contracts is determined on the basis of the current forward exchange
rates for contracts with similar maturity profiles.
The fair value of interest-rate contracts is determined on the basis of discounted flows using the zero coupon
curve.

Hedging transactions
Derivatives are designated as hedging instruments or as non-hedging instruments. Transactions that qualify for
application of hedge accounting are classified as hedging transactions; other transactions are designated as
trading transactions, even if they are performed for the purposes of risk management.
For accounting purposes, hedging transactions are classified as fair value hedges if they cover the risk of
changes in the fair value of the underlying asset or liability; or as "cash flow hedges if they hedge cash flows
arising from an existing asset or liability or from a future transaction, which are exposed to variability.
With regard to fair value hedges, fair value gains and losses on the derivatives are taken to the income
statement immediately. Similarly, the underlying assets or liabilities are measured at fair value and any gain or
loss attributable to the hedged risk is recognized as an income or expense balancing entry.
If the movement refers to an interest-bearing financial instrument, it is amortized in the income statement until
maturity.
With regard to cash flow hedges (foreign currency forward contracts, fixed-rate interest swaps), movements in
inherent value are reflected in a separate equity caption, while time-based changes and the non-effective
hedge component are recognized in the income statement. The effective component and non-effective
component are calculated using the methods indicated in IAS 39.
Gains or losses arising from changes in the fair value of derivatives designated for trading are recorded as
income or expense.
When the financial instrument matures, is sold, settled, exercised or no longer qualifies for hedge accounting,
the derivative is no longer treated as a hedging contract. In this case, gains or losses on the derivative are
retained in equity until the hedged transaction takes place. If the company no longer expects the hedged
transaction to take place, the net gain or loss in equity is taken to the income statement.

1.23. Revenue, other revenue, interest income and dividends
Sale of goods and services
Revenue is recognized to the extent that it is probable that the economic benefits associated with the sale of
goods or rendering of services are collected by the company and the amount in question can be reliably
determined.
Revenue is recognized at the fair value of the consideration received or due, taking account of any trade
discounts given and volume discounts.
Revenue from the sale of goods is recognized when the company transfers the material risks and rewards
incidental to ownership of the goods to the purchaser.

Rental income
Rental income is recognized as other revenue, as received.
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Interest income
Interest income is classified as finance income on an accrual basis using the effective interest method.

Dividends
Dividends are recognized as finance income as shareholders right to receive payment arises.

1.24. Government grants
Government grants are recognized when there is a reasonable certainty that they will be received and all the
requirements on which receipt depends have been fulfilled.
Grants related to the purchase or production of non-current assets (grants related to assets) are recognized as
deferred income and taken to the income statement over the useful life of the underlying assets.
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Assets
Non-current assets
2. Property, plant and equipment
(in thousands of euro)
Land and
buildings
Quarries Technical plant
materials and
equipment
Other property,
plant and
equipment
Total
Carrying amount at Dec. 31, 2010 120,450 29,737 339,205 106,109 595,501
Gross amount
494,888 58,135 1,981,211 159,220 2,693,454
Accumulated depreciation
( 374,438) ( 28,398) ( 1,642,006) ( 53,111) ( 2,097,953)
Carrying amount at Dec. 31, 2010 120,450 29,737 339,205 106,109 595,501
Additions
7,447 845 40,277 17,641 66,210
Disposals ( 290) ( 9) ( 1,104) ( 339) ( 1,742)
Depreciation ( 8,126) ( 708) ( 65,519) ( 2,896) ( 77,249)
Impairment losses - - ( 693) - ( 693)
Reversal of impairment losses and
reclassifications
- - ( 113) 113 -
Carrying amount at Dec. 31, 2011 119,481 29,865 312,053 120,628 582,027
Gross amount
501,732 58,823 2,012,661 175,602 2,748,818
Accumulated depreciation
( 382,251) ( 28,958) ( 1,700,608) ( 54,974) ( 2,166,791)
Carrying amount at Dec. 31, 2011 119,481 29,865 312,053 120,628 582,027


Other property, plant and equipment includes construction in progress and payments on account.
The years additions related to the completion of the Matera cement plant revamp, the continuation of
construction of the new research and innovation centre at the Kilometro Rosso science park, the start of work
to revamp the Rezzato cement plant, and the normal renovation of industrial plant.
The carrying amount of the assets arising from finance leases or rental contacts, which come under the
definition of leases provided by IFRS, totaled 14,372 thousand euro (17,230 thousand euro at December 31,
2010) and concerned buildings (704 thousand euro), plant and machinery (13,622 thousand euro) and
vehicles (46 thousand euro).
The useful life adopted by the company for the main asset categories is as follows:
Civil and industrial buildings 10 33 years
Plant and machinery 5 30 years
Other property, plant and equipment 3 10 years

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2.1 Investment property
Investment property of 12,875 thousand euro (13,679 thousand euro at December 31, 2010) is carried at
amortized cost.
(in thousands of euro) Investment property
Carrying amount at Dec. 31, 2010 13,679
Gross amount 37,553
Accumulated depreciation ( 23,874)
Carrying amount at Dec. 31, 2010 13,679
Additions 150
Disposals ( 487)
Depreciation ( 467)
Carrying amount at Dec. 31, 2011 12,875
Gross amount 34,780
Accumulated depreciation ( 21,905)
Carrying amount at Dec. 31, 2011 12,875

Depreciation exclusively concerned civil and industrial buildings and is calculated on the basis of the
respective useful lives adopted by the company: civil buildings 33 years, industrial buildings 18 years.
The fair value of these investments at December 31, 2011, was 103.4 million euro.

3. Intangible assets
(in thousands of euro)
Concessions Patents,
brands,
licenses and
other rights
Software
development
expenses
Total
Carrying amount at Dec. 31, 2010 1,033 4,686 14,229 19,948
Gross amount 1,461 7,718 17,473 26,652
Accumulated amortization ( 428) ( 3,032) ( 3,244) ( 6,704)
Carrying amount at Dec. 31, 2010 1,033 4,686 14,229 19,948
Additions 27 6,722 12,174 18,923
Disposals - ( 5,386) - ( 5,386)
Amortization ( 95) ( 1,052) ( 2,748) ( 3,895)
Impairment losses - ( 1,048) - ( 1,048)
Reclassifications ( 23) 63 11 51
Carrying amount at Dec. 31, 2011 942 3,985 23,666 28,593
Gross amount 1,459 8,385 28,922 38,766
Accumulated amortization ( 517) ( 4,400) ( 5,256) ( 10,173)
Carrying amount at Dec. 31, 2011 942 3,985 23,666 28,593

The years additions mainly concerned the development of projects to standardize processes within the Group.
The amortization period for Concessions is based on the length of the agreements signed.
Software licenses of indeterminate life and the related development costs are amortized over a five-year
period.
Impairment losses refer to CO
2
emission rights held at year-end for 864 thousand euro and were applied on
the basis of market price.
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4. Investments in subsidiaries and associates
The changes compared to December 31, 2010, were as follows:
(in thousands of euro)
At December 31, 2010 1,740,651
Acquisitions 55,825
Repayments ( 450)
Sales ( 14,551)
Impairment losses on financial assets ( 52,284)
Impairment losses on financial assets withdrawn from reserves ( 7,524)
At December 31, 2011 1,721,667


During the year the subsidiary Sicilfin S.r.l. incorporated the companies Silicalcite S.r.l., Italcementi Ingegneria
S.r.l., Intertrading S.r.l., Immobiliare Salesiane S.r.l. and Imes S.r.l. and changed its business name to
Italcementi Ingegneria S.r.l.; the values of these equity investments were, therefore, combined.
Acquisitions refer mainly to the payment to replenish losses at Nuova Sacelit S.p.A. and to the increase in the
share capital of Calcestruzzi S.p.A., for, respectively, 5,000 thousand euro and 50,787 thousand euro.
Repayments refer to the partial return of the share capital by Sirio S.p.A..
Sales include the sale of the equity investment in Axim Italia S.p.A. at a sale price of 15,203 thousand euro, for
which a net gain of 1,633 thousand euro was posted under finance income.
Investments in subsidiaries and associates are tested for impairment if evidence of impairment emerges, by
comparing carrying amount with recoverable amount. The methods used to determine recoverable amount are
described in the accounting policies in the section Impairment losses on assets.
The value configuration used to determine the recoverable amount of equity investments is value in use, that
is, fair value less costs to sell, with reference to comparable transactions.
The value in use of each equity investment is determined on the basis of 2012 budget data and on the
discounted projection of expected future cash flows, taking account of changes in operating assets, net of the
effects of investments for additions or restructuring. The observation period varies between five to nine years
according to the characteristics of the markets on which the Group companies operate. The terminal value is
calculated on the basis of the discounted cash flows for the last year. The growth rate is based on the forecast
long-term growth of the relevant industrial sector of the country and on the estimated long-term inflation rate.
The estimate assumes a growth rate, for operations in Italy, equivalent to the long-term inflation rate (2%). The
pre-tax discount factor used to calculate the present value of expected cash flows for operations in Italy is
8.9%.

The aforementioned discount and growth rates are supported by previous experience and are in line with
those in use in the sector.

Impairment testing highlighted the need to impair the investments in Calcementi Jonici S.p.A. for 1,767
thousand euro, Nuova Sacelit S.p.A. for 10,021 thousand euro, International City for Ready Mix for 1,843
thousand euro, Azienda Agricola Lodoletta S.r.l. for 285 thousand euro, on the basis of estimated value in use,
and to apply an adjustment to the carrying amount of Calcestruzzi S.p.A. for 45,892 thousand euro, of which
38,368 thousand euro was expensed and 7,524 thousand euro taken from the reserve, on the basis of fair
value inferred from market transactions, determined with the assistance of a fair value opinion issued by an
independent professional.
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The list of investments in subsidiaries and associates at December 31, 2011, is as follows:
(in thousands of euro) Location Share/quota capital % held Carrying amount
at 12.31.2011
Aliserio S.r.l. Bergamo 2,270,000 90.00 1,938
Azienda Agricola Lodoletta S.r.l. Bergamo 10,400 75.00 2,877
BravoSolution S.p.A. Bergamo 29,302,379 83.02 43,590
CTG S.p.A. Bergamo 500,000 50.00 250
Calcementi Jonici S.r.l. Siderno (RC) 3,513,741 99.90 7,591
Calcestruzzi S.p.A. Bergamo 110,000,000 99.90 64,635
Cementificio di Montalto S.p.A. Bergamo 10,000,000 100.00 38,826
Ciments Franais S.A. Puteaux 143,114,304 83.20 1,467,397
Gruppo Italsfusi S.r.l. Savignano sul Panaro (MO) 156,000 99.50 277
Italcementi Finance S.A. (formerly Holfipar) Puteaux 20,000,000 100.00 20,005
Italcementi Ingegneria S.r.l. Bergamo 650,000 100.00 9,459
Italgen S.p.A. Bergamo 20,000,000 99.90 20,111
Nuova Sacelit S.r.l. Bergamo 7,500,000 100.00 4,344
SAMA S.r.l. Bergamo 1,000,000 99.00 1,867
Socit Internationale Italcementi (Luxembourg) S.A. Luxembourg 1,771,500 99.87 13,897
Shqiperia Cement Company Tirana ALL 74,250,000 100.00 602
Silos Granari della Sicilia S.r.l. Bergamo 7,980,000 99.90 10,383
Star.Co. S.r.l. Bergamo 118,000 100.00 2,751
International City for Ready Mix Arabia SAR 100,000,000 50.00 1,792
Cementi della Lucania S.p.A. Potenza 619,746 30.00 4,149
Consorzio Medeuropa Milan - 20.00 3
Les Ciments de Zouarine S.A. Tunis TND 80,000 49.93 23
Sirio S.p.A. - Associazione in Partecipazione Milan - - 4,900
Total 1,721,667

The following additional information is provided for the investment in the associate Cementi della Lucania
S.p.A.:
(in thousands of euro)
Total
assets
Total
liabilities
Revenue Loss for the period
Cementi della Lucania S.p.A.
(1)
11,872 4,942 8,552 ( 3,497)
(1) data taken from financial statements at December 31, 2010


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4.1 Other equity investments
This non-current asset caption reflects equity investments in the available-for-sale category as required by
IAS 39.
(migliaia di euro)
Al 31 dicembre 2010 5.802
Vendite ( 71)
Al 31 dicembre 2011 5.731

Sales refer to the sale of Mediobanca S.p.A. warrants, which led to recognition of a loss of 69 thousand euro
under finance costs.
The breakdown of equity investments at December 31, 2011, was as follows:
(migliaia di euro)
Partecipazioni in societ non quotate:
Istituto Europeo di Oncologia S.p.A. 3.685
S.A.C.B.O. S.p.A. 2.029
Altre partecipazioni 17
Totale 5.731
Totale partecipazioni 5.731

5. Other non-current assets
(in thousands of euro) 12.31.2011 12.31.2010 Change
Guarantee deposits 569 577 ( 8)
Receivables for expropriations 3,390 3,390 -
"Bravosolution 2007-2012" convertible bonds - 3,934 ( 3,934)
Italcementi Finance S.A. bonds 8,551 - 8,551
Derivatives - 82 ( 82)
Commodity derivatives 15,404 3,315 12,089
Financial receivables due from Group companies 100,000 100,000 -
Receivables due from parent in connection with tax consolidation 72,794 61,364 11,430
Total 200,708 172,662 28,046

The Bravosolution 2007-2012 convertible bonds were reclassified under current assets.
In December Italcementi Finance S.A. bonds were bought on the open market for a par value of 11 million
euro; the carrying amount of 8,551 thousand euro was determined in accordance with the amortized cost
criterion.
The financial receivable of 100,000 thousand euro refers to an interest-bearing loan granted to the subsidiary
Ciments Franais S.A.
The receivable due from the parent Italmobiliare S.p.A. in connection with the tax consolidation is the sum of
the receivable for current income tax (IRES) of 12,462 thousand euro and the receivable relating to tax losses,
payments on account and withholdings of 60,332 thousand euro and was reclassified from current assets in
consideration of the expected recovery time.
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Current assets
6. Inventories
(in thousands of euro) 12.31.2011 12.31.2010 Change
Raw materials, consumables and supplies 69,713 73,140 ( 3,427)
Work in progress and semi-finished goods 22,626 20,625 2,001
Finished goods 16,254 16,112 142
Total 108,593 109,877 ( 1,284)

Inventories of raw materials, consumables and supplies are shown net of the allowance of 9,086 thousand
euro (8,748 thousand euro at December 31, 2010) provided against the risk of slow-moving supplies and
consumables; they include spare parts of 24,751 thousand euro at December 31, 2011 (26,863 thousand euro
at December 31, 2010).

7. Trade receivables
(in thousands of euro) 12.31.2011 12.31.2010 Change
From customers 207,163 186,031 21,132
From Group companies 82,894 45,319 37,575
Allowance for impairment ( 13,058) ( 10,657) ( 2,401)
Net amount 276,999 220,693 56,306

The increase in receivables due from customers reflected the lengthening of payment collection times.
For an analysis of the Receivables due from Group companies, reference should be made to the section on
transactions with related parties.
The net change in the allowance for impairment was the result of the difference between the years allowance
of 7,718 thousand euro and applications of 5,317 thousand euro.

8. Other current assets including derivatives
(migliaia di euro) 31.12.2011 31.12.2010 Variazione
Crediti verso enti previdenziali 1.253 868 385
Crediti verso Erario per IVA 866 2.429 ( 1.563)
Crediti per contributi in c/capitale 116 408 ( 292)
Crediti per espropri 586 586 -
Altri crediti 32.814 5.627 27.187
Strumenti derivati 1.537 678 859
Strumenti derivati su commodity 31.412 1.782 29.630
Ratei e risconti attivi 5.986 7.914 ( 1.928)
Totale 74.570 20.292 54.278

Other receivables include the amounts relating to the allocation of white certificates (7,948 thousand euro) and
the current amount of the receivable accrued at December 31, 2011, for new entry CO
2
quotas recognized
for 2008-2012 (19,845 thousand euro).
Prepayments and accrued income include an amount of 4,618 thousand euro (6,122 thousand euro at
December 31, 2010) relating to fees paid for the opening of lines of credit, recognized in the income statement
under finance costs in relation to the duration of the lines of credit granted.
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9. Tax assets and liabilities
Tax assets were as follows:
(in thousands of euro) 12.31.2011 12.31.2010 Change
Tax receivable for prior-year taxes 431 329 102
Tax credit for "dividend imputation" 583 12,357 ( 11,774)
Tax receivables for IRAP payments on account and surpluses to be recovered 5,511 5,511 -
Payable for IRAP on income in the year ( 1,729) - ( 1,729)
Total 4,796 18,197 ( 13,401)


The principal of the tax credit for dividend imputation was collected in full, while a receivable for the interest
component was still outstanding.

10. Equity investments, bonds and financial assets
(in thousands of euro) 12.31.2011 12.31.2010 Change
Equity investments in other companies 288 289 ( 1)
Financial receivables due from Group companies 371,671 419,449 ( 47,778)
"Bravosolution 2007-2012" convertible bonds 3,799 - 3,799
Total 375,758 419,738 ( 43,980)

Financial receivables due from Group companies consist of current accounts, regulated at normal market
rates, which represent the financial support provided in relation to operating requirements.
The conversion of the 3,664,895 Bravosolution 2007-2012 convertible bonds may take place over the lifetime
of the loan at a rate of 1 Bravosolution ordinary share for each bond with a par value of 1 euro.
The carrying amount of 3,799 thousand euro, determined in accordance with the amortized cost criterion,
reflects the value of the bonds, taking account of the value of the option to convert them into shares.

11. Cash and cash equivalents
(migliaia di euro) 31.12.2011 31.12.2010 Variazione
Depositi bancari e postali 166 135 31
Assegni 174 669 ( 495)
Denaro e valori in cassa 139 142 ( 3)
Totale 479 946 ( 467)

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Equity
12. Share capital
At December 31, 2011, the fully paid-in share capital totaled 282,548,942 euro, divided into 282,548,942
shares with a par value of 1 euro each, as follows:

Number of shares 12.31.2011 12.31.2010 Change
Ordinary shares 177,117,564 177,117,564 -
Savings shares 105,431,378 105,431,378 -
Total 282,548,942 282,548,942 -

13. Reserves
Reserves reflect movements in the share premium, the fair value adjustment of available-for-sale financial
assets and interest-rate and currency hedges, and the valuation of stock options.
The stock option reserve reflects the total amount at December 31, 2011, of the options granted and
amortized over the vesting period of the stock option plans.
The movements in reserves were as follows:
(in thousands of euro)
Share premium Fair value reserve Hedging reserve Stock option reserve Total
reserves
At December 31, 2010 344,104 7,524 ( 9,807) 23,514 21,231
Gains (losses) taken directly to reserve - ( 7,524) ( 6,961) ( 505) ( 14,990)
Tax taken directly to reserve - - 1,900 - 1,900
(Gains) losses taken to income statement - - 9,858 - 9,858
At December 31, 2011 344,104 - ( 5,010) 23,009 17,999
Reserves

14. Treasury shares
At December 31, 2011, the carrying amount of purchased treasury shares totaled 58,690 thousand euro and
was charged to the reserve for treasury shares as shown below:
No. ordinary shares
par value 1
Total carrying
amount
(in thousands of euro)
No. savings shares
par value 1
Total carrying
amount
(in thousands of euro)
Total carrying
amount
(in thousands of euro)
December 31, 2010 3,793,029 58,342 105,500 348 58,690
December 31, 2011 3,793,029 58,342 105,500 348 58,690

Ordinary treasury shares in portfolio at December 31, 2011, were held to service stock option plans for
directors and managers.


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15. Analysis of equity captions
The table below sets out an analysis of equity captions in relation to their origin, possibility of use and possible
distribution:
(in thousands of euro)
Nature / description
Amount Possibility
of use
Available amount Coverage of
losses
For other
reasons
Share capital 282,549
Share premium 344,104 A, B, C 344,104
Reserves:
Stock option reserve 23,009 - -
Hedging reserve ( 5,010) - -
Total reserves 17,999
Treasury shares ( 58,690)
Retained earnings:
Revaluation reserves 256,992 A, B, C 256,992
Legal reserve 56,510 B
Extraordinary reserve 478,026 A, B, C 478,026
( 1)
33,438
Provision art. 18 Law 675/77 1,224 A, B, C 1,224
Provision for grants related to assets 71,480 A, B, C 71,480
Provision under Law 169/83 65,280 A, B, C 65,280
Negative goodwill 151,169 A, B, C 151,169
Provision under Law 904/77 38,163 A, B, C 38,163
Provision under Law 488/92 28,700 - -
Reserve under art. 7 Leg. Decree 38/2005 40,505 - -
Retained earnings 3,635 A, B, C 3,635 16,265
( 1)
132,723
Profit for the period 7,002 A, B, C 7,002
Total retained earnings 1,198,686
Distributable total 1,417,075
Key:
A: for share capital increase
B: to cover losses
C: for distribution to shareholders
(1) distribution of dividends
Summary of uses made in last three
years

The reserves, which form part of the companys taxable income when distributed, totaled 380,566 thousand
euro in addition to 93,852 thousand euro included in share capital following the increases made in previous
periods.
Reserves not subject to taxation are recorded gross of the tax impact, in the absence of resolutions that
envisage their distribution.

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Dividends paid
Dividends approved in 2010 and 2009 were as follows:
2011
(euro per share)
2010
(euro per share)
December 31, 2011
(000 euro)
December 31, 2010
(000 euro)
Ordinary shares 0.12 0.12 20,799 20,799
Savings shares 0.12 0.12 12,639 12,639
Total dividends 33,438 33,438

Dividends paid in 2011 totaled 33,441 thousand euro (33,432 thousand euro in 2010)

16. Employee benefits
This caption includes the post-employment benefits in accordance with IAS 19 and liabilities relating to future
commitments, in the form of bonuses, to be paid to employees on the basis of their length of service at the
company; these liabilities arise from actuarial valuations at December 31, 2011.
In addition, provision was made for costs envisaged for recourse to state-subsidized lay-off schemes and
redundancy programs under the on-going re-organization of head-office operations and the manufacturing and
sales networks.
(in thousands of euro)
Post-employment
benefits
Provision for
seniority increases
and social security
abroad
Other employee
benefits
Provisions for
termination of
employment
Total
At December 31, 2010 25,557 68 3,106 10,891 39,622
Amounts accrued 1,629 9 223 - 1,861
Indemnities paid ( 3,475) - - - ( 3,475)
Staff transfers ( 23) - - - ( 23)
Provision - - - 9,544 9,544
Use - - - ( 6,136) ( 6,136)
At December 31, 2011 23,688 77 3,329 14,299 41,393

Use of provisions for termination of employment includes the release to the income statement of surpluses of
1,525 thousand euro.
The assumptions used to determine liabilities arising from long-term benefits are set out below:
Post-employment
benefits
Other employee
benefits
Discount rate 4.60% 4.60%
Future salary rises - 3.06%
Inflation 2.00% 2.00%


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17. Provisions
(in thousands of euro)
12.31.2010 Additions Decreases Reclassifications 12.31.2011
Tax 3,891 - ( 1,430) - 2,461
Restoration of quarries 14,969 1,209 ( 583) - 15,595
Restoration of industrial areas 4,000 - ( 216) - 3,784
Other risks 7,760 - ( 1,525) ( 764) 5,471
Total other provisions 30,620 1,209 ( 3,754) ( 764) 27,311

As regards tax assessments relating to Italcementi S.p.A., the tax assessments relating to the Italcementi
S.p.A. tax returns for 1987, 2003, 2004, 2005, and 2006 are still being disputed; the adjustments requested by
the authorities appear to be largely unfounded, also in the view of independent consultants.
On July 27, 2011, a long-standing dispute relating to the years from 1996 to 1999 ended when the Court of
Cassation rejected the appeals filed by the State and confirmed in full the rulings of the Milan Regional Tax
Commission.
The proceeding was concluded with an additional tax charge of 0.8 million euro, compared with the amount of
68 million euro initially claimed by the tax authorities.
In addition, on December 13, 2010, the Supreme Court of Cassation discussed the appeal relating to 1987; on
March 2, 2011, it deposited its ruling upholding the two cross appeals presented by the company and
overturned, for approximately 4 million euro of taxable income, the sentence of the Regional Tax Commission
in our favor, since the grounds of the judges ruling were per relationem.
The case was reopened on January 13, 2012, by the Regional Tax Commission.
On February 1, 2011, the Regional Tax Commission decided in favor of the company, by confirming the
sentence of first instance, which annulled a notice of assessment relating to 2003, and also declaring that the
notice was without merit, since no intent of evasion was perceived in the companys conduct.
In August 2009, the Regional Tax Office for Major Contributors served a notice of assessment relating to
2004, against which the company appealed in November 2009. A hearing was held and on October 12, 2011,
the Tax Commission annulled the notice and upheld the companys arguments in full.
The Regional Office of Lombardy served notices of assessment relating to 2005 and 2006 regarding the same
matter as the notices for 2003 and 2004, the judicial outcome of which was in the companys favor.
The company has appealed to the Milan Tax Commission for both years.
Of the decrease in the provision for tax, 630 thousand euro referred to the payment of tax demands and 800
thousand euro to the use of a surplus provision following a sentence issued by the Supreme Court of
Cassation.
The increase in the provision for the restoration of quarries includes a cash adjustment of 231 thousand euro,
charged to the income statement under Finance costs.
The decreases in the provision for restoration of industrial areas refer entirely to use of the provision for
expenses incurred for the dismantling of plant and the remediation of some sites.
The decreases in the provision for other risks relate to the settlement of an outstanding dispute and to the first
payment made in favor of the Azzanelli foundation for construction of a new geriatric facility.

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18. Deferred tax assets and deferred tax liabilities
(in thousands of euro)
12.31.2010
Adjustments to prior
year taxes
Increases Decreases Changes in deferred
taxes taken to
reserve
12.31.2011
Deferred tax liabilities 25,919 ( 7) 1,235 ( 2,467) 1,073 25,753
Deferred tax assets ( 37,998) 55 ( 15,095) 3,725 ( 2,973) ( 52,286)
Total ( 12,079) 48 ( 13,860) 1,258 ( 1,900) ( 26,533)


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The table below details the temporary differences that generated deferred tax assets and liabilities:
(in thousands of euro)
Tax rate Temporary
differences at
12.31.2011
Balance at
12.31.2010
Adjust-ment
prior-year
taxes
Tax
provision
Applica-
tions
Change in
deferred tax
liabilities
taken to
reserve
Balance at
12.31.2011
Deferred tax liabilities on:
Gains in instalments from the sale of
operating assets 27.50% 9,840 4,886 (2,180) 2,706
Gains in instalments from the sale of non-
operating assets 3.90% - 68 (68) -
Depreciation of property, plant, and
equipment 3.90% 775 70 (8) (32) 30
Revaluation of inventories 27.50% 57,069 14,706 988 15,694
Revaluation of inventories 3.90% 57,069 2,085 140 2,225
Fair value of derivatives 27.50% 3,901 1,073 1,073
Other items 27.50% 795 219 219
Other items 27.50% 12,681 3,532 107 (151) 3,488
Other items 27.50% 904 281 1 (33) 249
Other items 3.90% 1,759 72 (3) 69
Total deferred tax liabilities 25,919 (7) 1,235 (2,467) 1,073 25,753
Deferred tax assets on:
Provision for restoration of quarries and
industrial areas 27.50% 20,654 5,631 269 (220) 5,680
Provision for restoration of quarries and
industrial areas 3.90% 11,710 488 (31) 457
Provision for other risks 27.50% 15,318 3,496 2,624 (1,908) 4,212
Depreciation of civil buildings 27.50% 17,083 4,698 4,698
Employee benefits and directors'
remuneration 27.50% 12,304 2,102 201 1,747 (666) 3,384
Write-down materials inventories 27.50% 6,916 1,809 524 (431) 1,902
Write-down materials inventories 3.90% 92 (92) -
Non-deductible interest expense 27.50% 61,147 10,727 (190) 6,278 16,815
Emissions of CO
2
27.50% 1,353 208 164 372
Emissions of CO
2
3.90% 4 (4) -
Fair value of derivatives 27.50% 10,811 2,973 2,973
Other items 27.50% 31,319 5,562 (5) 3,299 (243) 8,613
Other items 27.50% 11,538 3,174 (69) 190 (122) 3,173
Other items 3.90% 178 7 8 (8) 7
Total deferred tax assets 37,998 (55) 15,095 (3,725) 2,973 52,286
Total (12,079) 48 (13,860) 1,258 (1,900) (26,533)


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19. Net debt
An itemized correlation of net debt with the statement of financial position is set out below:
(in thousands of euro)
Financial asset and liability
category
Statement of financial position caption
Current financial assets ( 382,104) ( 427,196)
Cash and cash equivalents Cash and cash equivalents ( 479) ( 946)
Current loan assets
Equity investments, bonds and financial
assets
( 375,470) ( 419,449)
Other current financial assets Other current assets ( 4,618) ( 6,123)
Derivatives Other current assets ( 1,537) ( 678)
Current financial liabilities 486,960 192,913
Bank overdrafts and short-term
borrowings Loans and borrowings 146,416 135,546
Loans and short-term borrowings Financial liabilities 338,555 54,028
Derivatives Other current liabilities 1,989 3,339
Non-current financial assets ( 108,551) ( 104,016)
Securities and bonds Other non-current assets ( 8,551) ( 3,934)
Non-current financial assets Other non-current assets ( 100,000) ( 100,000)
Derivatives Other non-current assets - ( 82)
Non-current financial liabilities 842,672 1,084,061
Loans and long-term borrowings Financial liabilities 832,068 1,076,224
Derivatives Other non-current liabilities 10,604 7,837
Net debt 838,977 745,762
December 31, 2011 December 31, 2010

19.1 Financial liabilities
Financial liabilities are shown below by category, subdivided by non-current and current liabilities:
(in thousands of euro)
December 31, 2011 December 31, 2010
Amounts due to banks 613,910 858,220
Non-current portion of loans and borrowings 9,276 9,258
Financial liabili ti es vs Group companies 208,882 208,746
Non-current financial liabilities 832,068 1,076,224
Fair value of hedging derivatives 10,604 7,837
Total non-current financial liabilities 842,672 1,084,061
Bank overdrafts and short-term borrowi ngs 146,416 135,546
Current portion of loans and borrowi ngs 262,647 12,662
Financial liabili ti es vs Group companies 75,908 41,366
Amounts due to banks and current financial liabilities 484,971 189,574
Fair value of hedging derivatives 1,989 3,339
Total current financial liabilities 486,960 192,913
Total financial liabilities 1,329,632 1,276,974

Current financial liabilities with respect to Group companies refer essentially to current accounts and a loan
granted by Italcementi Finance S.A..

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Non-current financial liabilities by maturity:
(in thousands of euro)
Effective
interest rate
Maturity 12.31.2011 12.31.2010
Amounts due to banks 832,068 1,076,224
Ordinary borrowi ng 249,550
Ordinary borrowi ng 4.48% 2014 49,600 49,450
Ordinary borrowi ng 5.08% 2019 59,310 59,220
Intercompany ordinary borrowi ngs 5.61% 2020 208,882 208,746
Confirmed l ine of credit 75,000
Confirmed l ines of credit
1.64% 2013 325,000 325,000
Confirmed l ine of credit 1.65% 2014 180,000 100,000
Other loans and borrowi ngs 9,276 9,258
Fair value of hedging derivatives 10,604 7,837
Non-current financial liabilities 842,672 1,084,061
Amounts due to banks 146,416 145,546
Current li abilities 71,416 145,546
Current portion confirmed l ine of credit 2011 75,000 -
Current portion of loans and borrowings 2011 262,647 2,662
Financial liabilities vs Group companies 75,908 41,366
Fair value of hedging derivatives 1,989 3,339
Current financial liabilities 486,960 192,913
Total financial liabilities 1,329,632 1,276,974

Non-current financial liabilities by maturity:
(migliaia di euro)
31 dicembre 2011 31 dicembre 2010
2012 - 333,030
2013 333,698 325,199
2014 229,800 149,650
2015 189 189
2016 190 -
Oltre 268,191 268,156
Strumenti derivati di copertura 10,604 7,837
Totale debiti finanziari 842,672 1,084,061

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Main bank loans and drawn and available lines of credit
The main changes in Italcementi S.p.A. medium/long-term loans and borrowings in 2011 and 2010 are
described below:
Bank loans and drawings on lines of credit:
a) In 2010, Italcementi S.p.A. arranged a three-year line of credit for an original amount of 100 million euro,
subsequently reduced to 25 million euro after the counterparty joined the syndicated line of credit headed by
Italcementi Finance S.A. No drawings had been made on the facility at December 31, 2011;

Main intercompany borrowings and lines of credit at Italcementi S.p.A.

b) In 2011, after finalization of a bilateral bank line of credit arranged by Italcementi Finance S.A., Italcementi
S.p.A. obtained from Italcementi Finance S.A. a 50 million euro five-year renewable line of credit. No drawings
had been made on the line at December 31, 2011;

c) In 2010, concomitantly with the Italcementi Finance S.A. bond issue, Italcementi S.p.A. obtained two ten-
year intercompany loans from Italcementi Finance S.A., one at a fixed rate and one at a floating rate, for a
total amount of 210 million euro;

d) In 2010, Italcementi S.p.A. took part in financing the repurchase offer on the Ciments Franais S.A. US
Private Placements, granting Ciments Franais S.A. a long-term 5-year floating-rate intercompany loan for 100
million euro;

e) In 2010, concomitantly with the finalization of the Italcementi Finance S.A. syndicated line of credit,
Italcementi S.p.A. obtained from Italcementi Finance S.A. a five-year 220 million euro renewable line of credit.
No drawings had been made on the line at December 31, 2011;

f) As a result of the Moodys rating downgrade on December 15, 2011, the intercompany loans granted by
Italcementi Finance S.A. to Italcementi S.p.A. for a total amount of 210 million euro will be subject to the
applicable interest-rate increase of 125 basis points, in compliance with the step-up clause of the 750 million
euro bond issued by Italcementi Finance S.A..


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19.2 Management of liquidity, credit and counterparty risks
19.2.1 Liquidity risk
Italcementi S.p.A. cash and cash equivalents at December 31, 2011 were immaterial.
The companys objective is to maintain a debt level able to ensure a balance between average debt maturity,
flexibility and diversification of sources. Consequently, it arranges confirmed lines of credit and diversified
sources of finance. Distribution of loan maturities is balanced, and will enable the company to refinance its
borrowings as they fall due in a satisfactory manner, despite the difficult economic scenario.
The companys policy is designed to ensure that at any time debt maturing in under two years is less than or
equal to undrawn confirmed lines of credit.
As from 2010, under its financial policy review, Italcementi S.p.A. is a recipient of the fund-raising activities of
Italcementi Finance, enabling it to improve its access to credit and benefit from the synergies of a centralized
financial policy. The policy aims to obtain loans at competitive conditions and to ensure a balance between
average debt maturity, flexibility and diversification of sources. Consequently, Italcementi S.p.A. obtains
refinancing from Italcementi Finance through short- and long-term intercompany loans, arranged at arms
length conditions.

The tables below compare net debt (excluding the fair value of derivatives and financial assets) by maturity
with available lines of credit at the end of each period:
At December 31, 2011
(*)
:
(in thousands of euro)
Maturity
less than
1 year
Maturity
1 to 2
years
Maturity
2 to 3
years
Maturity
3 to 4
years
Maturity
4 to 5
years
Maturity
more than
5 years
Total
Non-current financial liabilities 333,698 229,800 189 190 268,191 832,068
Other current financial liabilities 413,555 413,555
Amounts due to banks 71,416 71,416
Cash and cash equivalents (479) (479)
Total 484,492 333,698 229,800 189 190 268,191 1,316,560
end 2012 end 2013 end 2014 end 2015 end 2016
Confirmed available lines of credit 765,000 740,000 420,000 50,000
(*) excluding fair value of derivatives


At December 31, 2010
(*)
:
(in thousands of euro)
Maturity
less than
1 year
Maturity
1 to 2
years
Maturity
2 to 3
years
Maturity
3 to 4
years
Maturity
4 to 5
years
Maturity
more than
5 years
Total
Non-current financial liabilities 333,030 325,199 149,650 189 268,156 1,076,224
Other current financial liabilities 119,028 119,028
Amounts due to banks 70,546 70,546
Cash and cash equivalents (946) (946)
Total 188,628 333,030 325,199 149,650 189 268,156 1,264,852
end 2011 end 2012 end 2013 end 2014 end 2015
Confirmed available lines of credit 795,000 795,000 770,000 370,000
(*) excluding fair value of derivatives

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At December 31, 2011, the average maturity of Italcementi S.p.A. gross debt was 3 years.
At December 31, 2011, Italcementi S.p.A. had 1,345 million euro of confirmed lines of credit, of which 765
million euro undrawn and immediately available (1,295 and 795 million euro respectively at December 31,
2010).

19.2.2 Covenants
In addition to the customary clauses, some of the companys financing contracts include covenants requiring
compliance with financial ratios, fixed for the most part at the year end. For bilateral lines of credit and
borrowings, failure to comply with covenants leads to termination and consequent early repayment, although
these clauses also include a stand-by period prior to actual execution. Lines of credit and financing contracts
do not contain rating triggers that would lead to early repayment. Some financing contracts involve assumption
of negative pledges to the counterparty, although these are limited to specific instances that do not
substantially compromise the companys ability to finance or refinance its operations.
At December 31, 2011, lines of credit and loans subject to covenants accounted for 12% of total drawings
represented by gross debt (1,317 million euro at December 31, 2011, excluding the fair value effects of
derivatives).
At December 31, 2011, the company complied with all contractual commitments; covenant-related financial
ratios were well within the contractual limits agreed by the loans in question. The company expects to comply
with its covenants for the next 12 months and will provide information as appropriate should its financial
situation deteriorate.

19.2.3 Credit risk
In compliance with Italcementi S.p.A. procedures, customers electing extended terms of payment are vetted
for credit worthiness before and during the life of the contract. Credit checks take the form of customer-
balance monitoring by the administrative department, whose procedures also regulate provisions for overdue
receivables at regular intervals.
The concentration of trade credit risks is limited by virtue of Italcementi S.p.A.s broadly based and
uncorrelated customer portfolio. For this reason, management believes that no further provisions for credit
risks will be necessary beyond the amounts normally provided for uncollectible and doubtful receivables.

19.2.4 Counterparty risk
Currency and interest-rate instruments are transacted only with counterparties with high ratings, selected on
the basis of a number of criteria: ratings attributed by specialist agencies, assets and equity as well as the
nature and maturity of transactions. The majority of counterparties are leading international banks.
No financial instruments are negotiated with counterparties in geographical regions exposed to political or
financial risks. All counterparts are in Western Europe or in the USA.
At December 31, 2011, Italcementi S.p.A.s credit exposure (intragroup current accounts) to the Calcestruzzi
group, standing at 212.5 million euro, did not present risk in excess of that already contemplated in testing
Italcementis interest in the Calcestruzzi group for impairment.
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19.3 Financial assets and liabilities
The table below sets out the carrying amount and fair value of financial assets and liabilities at December 31,
2011:
(in thousands of euro)
Fair value Carrying
amount
Fair value Carrying
amount
Financial assets
Cash and cash equivalents 479 479 946 946
Deri vatives 1,537 1,538 761 761
Trade receivables 276,999 276,999 220,693 220,693
Other equity investments 5,731 5,731 5,802 5,802
Other financial assets 490,297 489,496 530,372 530,372
Total 775,043 774,243 758,574 758,574
Trade payabl es 142,637 142,637 132,472 132,472
Deri vatives 12,592 12,592 11,176 11,176
Finance lease payables 8,518 8,518 8,284 8,284
Floati ng-rate financial li abi lities 985,755 985,755 967,367 967,367
Fixed-rate financi al liabil ities 107,936 100,443 100,257 100,574
Amounts due to banks 146,416 146,416 135,546 135,546
Other short-term financing 75,908 75,908 54,028 54,028
Total 1,479,762 1,472,269 1,409,130 1,409,447
December 31, 2010 December 31, 2011

Trade receivables and payables are current assets and liabilities and are carried at amounts that are
reasonable approximations of their fair value.
Derivatives are measured and recognized at fair value. The fair value of interest-rate contracts is determined
on the present value of cash flows using the zero coupon curve.
The fair value of forward currency purchase contracts is based on the current exchange rates of contracts with
similar maturity profiles.
The fair value of foreign currency payables and receivables is determined using closing rates. The fair value of
fixed-rate payables and receivables is based on a fixed rate with no credit margin, net of transaction costs
directly related to the financial asset or liability. Other short-term financing includes financial liabilities and
current account amounts due to Group companies for 75,908 thousand euro.

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19.3.1 Fair value of derivatives
The table shows the fair value of financial instruments reflected in the statement of financial position,
subdivided by type of hedge:
(in thousands of euro)
Assets Liabilities Assets Liabilities
Interest-rate deri vatives hedging cash flows - 1,989 - 2,596
Trading interest-rate derivatives - - - -
Exchange-rate derivatives hedging cash flows 1,520 - 678 571
Exchange-rate derivatives hedging fair value 17 - - -
Trading exchange-rate derivatives - - - 172
Total short-term 1,537 1,989 678 3,339
Interest-rate deri vatives hedging cash flows 10,604 83 7,837
Total medium/long-term - 10,604 83 7,837
December 31, 2011 December 31, 2010

Italcementi S.p.A. does not set up hedges on sales and purchases of shares.
Derivatives on trading exchange rates and interest rates refer to assets that do not qualify for recognition with
hedge accounting criteria.
The fair value of derivatives relating to EUA and CER transactions was 1,910 thousand euro at December 31,
2011, of which -28,364 thousand euro reflected under Other current liabilities, 31,412 thousand euro under
Other current assets, -16,541 thousand euro under Other non-current liabilities and 15,403 thousand euro
under Other non-current assets.
2011 derivative transactions on emission rights had an impact of 2,095 thousand euro on the income
statement and 4,251 thousand euro on equity (OCI reserve).
The fair value of derivatives relating to transactions on electricity at December 31, 2011, was -509 thousand
euro, reflected under Other current liabilities for -814 thousand euro and Other current assets for 305
thousand euro.
2011 derivative transactions on electricity had an impact of46 thousand euro on the income statement and -
463 thousand euro on equity (OCI reserve).
The fair value of derivatives relating to transactions on tin(II) sulfate at December 31, 2011, was -18 thousand
euro, reflected entirely under Other current liabilities.
2011 derivative transactions on tin(II) sulfate had an impact of -18 thousand euro on equity (OCI reserve).

19.3.2 Fair value hierarchy
In determining and documenting the fair value of financial instruments, the company uses the following
hierarchy based on different measurement methods:
level 1: financial instruments with prices quoted on active markets;
level 2: prices quoted on active markets for similar financial instruments, or fair value determined with other
measurement methods where all significant inputs are based on observable market data;
level 3: fair value determined with measurement methods where no significant input is based on observable
market data.
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At December 31, 2011, financial instruments stated at fair value were subdivided as follows:
(in thousands of euro)
December 31,
2011
Level 1 Level 2 Level 3
Deri vatives - assets 1,537 1,537
Other equity investments 6,019 6,019
Deri vatives - liabili ti es 12,593 12,593

19.4 Interest-rate risk management
The company interest-rate risk management policy is designed to minimize the cost of net financial liabilities
and reduce exposure to fluctuation risks. It hedges two types of risk:
1. the risk of variations in the market value of fixed-rate borrowing and lending transactions. Group fixed-rate
debt is exposed to an opportunity cost risk in the event of a fall in interest rates. A change in interest rates
will affect the market value of fixed-rate assets and liabilities and impact the consolidated profit or loss in the
event of liquidation or early repayment of these instruments;
2. the risk linked to future flows arising from floating-rate borrowing and lending transactions. A change in
interest rates will have a negligible impact on the market value of floating-rate financial assets and liabilities
but will affect finance costs and, consequently, future profits.
The Group manages this dual risk as part of its general policy, performance targets and risk reduction targets
by giving priority to hedges on future flows over the short- and medium-term, within the specified limits.
It hedges interest-rate risks mainly by arranging interest-rate swaps and interest-rate options with top-ranking
banks. Exposure in derivatives may never exceed the value of the underlying.


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19.4.1 Interest-rate risk hedging
The table below sets out the notional value of interest-rate derivatives by maturity:
(in millions of euro)
Maturity
less than
1 year
Maturity
1 to 2
years
Maturity
2 to 5
years
Maturity
more than
5 years
Total
Cash flow hedges SWAPS
pays Fixed / receives Fl oating
400 M Euri bor 3M 2.073% 100.0 125.0 175.0 - 400.0
100 M Euri bor 6M 2.696% 25.0 25.0 50.0 - 100.0
Cash flow hedges Options 120.0 - - 120.0
Total 245.0 150.0 225.0 - 620.0

19.4.2 Exposure to interest-rate risk
At December 31, 2011, 86% of Italcementi S.p.A. net debt (not including the fair value of derivatives) was at a
fixed rate or hedged against the risk of rate increases. 84% of fixed-rate commitments arose from swapped
contracts initially arranged at floating rates.
Hedges are stated at nominal value for the period in question (consistently with instrument maturity) and do
not include fixed-rate to fixed-rate contracts.

19.4.3 Net debt at inception and after interest-rate hedging
The evolution of net debt at December 31, 2011, is illustrated in the table below:
(in millions of euro)
12.31.2011 Maturity
less than
1 year
Maturity
1 to 2
years
Maturity
2 to 5
years
Maturity
more than
5 years
Fixed-rate financial liabilities 100.5 0.2 0.2 0.6 99.5
Fixed-rate financial assets (8.5) 0.0 0.0 0.0 (8.5)
Floating- to fixed-rate hedges 500.0 125.0 150.0 225.0 0.0
Fixed-rate ND after hedging 592.0 125.2 150.2 225.6 91.0
Floating-rate financial liabilities 1,216.5 484.8 333.5 229.5 168.7
Floating-rate financial assets (480.6) (380.6) - (100.0) -
Floating-rate ND at inception 735.9 104.2 333.5 129.5 168.7
Floating- to fixed-rate hedges (500.0) (125.0) (150.0) (225.0) -
Optional hedges (120.0) (120.0) 0.0 - -
Floating-rate ND after hedging 115.9 (140.8) 183.5 (95.5) 168.7
Optional hedges 120.0 120.0 0.0 0.0 -
Fair value of derivatives, net 11.1 0.5 2.4 8.2
Total ND 838.9 104.9 336.1 138.3 259.7

At December 31, 2011, a +0.5% change in the interest-rate curve would have had an impact of -0.6 million
euro, that is, 1.8% of 2011 net finance costs. The impact on interest-rate derivatives in portfolio would be +5.7
million euro on equity and immaterial on profit before tax.
At December 31, 2011, a -0.5% change in the interest-rate curve would have had an impact of +0.6 million
euro, that is 1.8% of 2011 net finance costs. The impact on interest-rate derivatives in portfolio would be -5.8
million euro on equity and immaterial on profit before tax.
19.5 Management of currency risk
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The company is structurally exposed to currency risks mainly on US dollar solid fuel purchases.
The company hedges exposure to the currency risk with forward currency purchase contracts, as well as call
and put options on exchange rates.These hedges are arranged with leading banks.


19.5.1. Exposure to currency risk
Foreign currency exposure refers largely to US dollars for solid fuel purchases.
At December 31, 2011, a 10% rise in the US dollar against the euro would have had an impact on exchange-
rate derivatives in portfolio of +3.2 million euro on equity and an immaterial impact on profit before tax.
At December 31, 2011, a 10% decrease in the US dollar against the euro would have had an impact on
exchange-rate derivatives in portfolio of -3.2 million euro on equity and an immaterial impact on profit before
tax.


19.5.2 Currency risk hedges
Currency hedges stated at the closing rates are illustrated below:
(in millions of euro)
12.31.2011 12.31.2010
Forward purchases
Cash flow hedges US dol lars 32.5 19.0
Fair value hedges US dol lars 1.4
Total 33.9 19.0
Options
Cash flow hedges US dol lars - 17.0
Trading US dollars - 7.5
Total - 24.5
Exchange-rate derivat ives at December 31, 2011, expire within 12 months

19.6 Management of commodity risk
CO
2
Italcementi S.p.A. is exposed to market fluctuations on CO
2
emission rights prices, in connection with its
surplus or deficit on the quotas allocated by its national government.

From 2008 to 2011, Italcementi S.p.A. transacted forward EUA-CER swaps (forward EUA sales and forward
CER purchases) distributed in the period 2009-2013, to diversify and optimize its CO
2
emission rights portfolio.
Furthermore, in 2010 and 2011, Italcementi S.p.A arranged price risk hedges with respect to the sales of
surplus emission rights planned in the fourth quarter of 2010 for 2011 and 2012.
In 2011, in view of the surplus accumulated and the macroeconomic and industry scenario, Italcementi S.p.A.
sold EUAs on the spot market for 28.0 million euro (18.4 million euro in 2010).
In 2010 and 2011 Italcementi S.p.A. also operated on the spot and forward markets on behalf of the Groups
other European companies under an agency basis.
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ELECTRICITY
In 2011, Italcementi S.p.A. arranged price risk hedges on electric power purchases for 2011 and 2012.

TIN (II) SULFATE
In 2011, Italcementi S.p.A. arranged a modest volume of price risk hedges on tin(II) sulfate purchases for 2011
and 2012.

19.7 Management of equity risk
Italcementi S.p.A. is exposed to market fluctuations on listed shares held in portfolio recognized under Other
equity investments. Treasury shares held by Italcementi S.p.A. are measured at cost and deducted against
equity under the Treasury shares reserve (see note 14).
The risk of fluctuations in the value of these equity investments is not actively managed with financial hedging
instruments.

19.8 Hedge Accounting
The effects arising from application of hedge accounting rules are summarized below.
The specific equity reserve reflects fair value gains and losses on the effective component of cash flow hedges
only.
New derivatives recognized in equity totaled +344 thousand euro at December 31, 2011 (-1,796 thousand
euro at December 31, 2010). The eliminated portion of the reserve relating to instruments that expired in 2011
amounted to +9,858 thousand euro at December 31, 2011, compared with +19,452 thousand euro at
December 31, 2010. The changes in equity relating to derivatives traded in 2010 and still in portfolio at
December 31, 2011, amounted to -7,305 thousand euro (-14,694 thousand euro at December 31, 2010).
The non-effective component of cash flow hedges in portfolio at December 31, 2011, recognized in profit or
loss was immaterial in both 2011 and 2010.

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20. Trade payables
(in thousands of euro) 12.31.2011 12.31.2010 Change
Suppliers 114,287 109,933 4,354
Group companies 28,350 22,539 5,811
Total 142,637 132,472 10,165

Details on payables due to Group companies are provided in the specific section on related parties.

21. Other current liabilities
(in thousands of euro) 12.31.2011 12.31.2010 Change
Amounts due to employees 15,330 20,618 ( 5,288)
Amounts due to social security authorities 9,103 8,774 329
Amounts due to tax authorities for VAT and withholdings 5,116 3,547 1,569
Other amounts due 18,317 18,243 74
Derivatives 30,353 3,339 27,014
Accruals and deferred income 937 1,346 ( 409)
Total 79,156 55,867 23,289

Accruals and deferred income include grants related to assets to be posted to the income statement in future
years in relation to amortization for 398 thousand euro.

22. Commitments
The company has provided guarantees for 2,284,773 thousand euro in the almost exclusive interest of Group
companies for commitments to banks. The amount includes 2,244,312 thousand euro relating to guarantees
issued to the subsidiary Italcementi Finance S.A. for the arrangement of new lines of credit and the bond loan.
Contracts and orders issued for investments in property, plant and machinery at December 31, 2011, were as
follows:
(in thousands of euro) 12.31.2011
under 1 year 1 to 5 years over 5 years
Commitments for purchases of property, plant and
equipment
18,910 18,910 - -


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Income statement
23. Revenue
Revenue from sales and services totaled 613,793 thousand euro as follows:
(in thousands of euro)
2011 2010 Change % change
Sale of finished and semi-finished products 538,469 555,039 ( 16,570) -3.0
Resale of products 18,926 22,350 ( 3,424) -15.3
Revenue from services 56,397 36,697 19,700 53.7
Total 613,792 614,086 ( 294) -0.0

The companys revenue arises almost entirely in Italy.
2011 revenue includes revenue on operations with Group companies for 159,666 thousand euro: sales of
products, staff transfers, as well as the provision of technical and administrative services under the existing
contract (details at note 32 Related parties).

24. Other revenue
Other revenue totaled 32,255 thousand euro (27,459 thousand euro for 2010) and includes rental income and
other income on assets for 5,915 thousand euro, recharges to subsidiaries of IT costs and services relating to
Group organizational projects for 3,745 thousand euro, income for interruptibility of electricity supplies for
19,870 thousand euro and other income for 2,725 thousand euro.

25. Raw materials and supplies
Raw materials and supplies of 341,433 thousand euro were as follows:
(in thousands of euro)
2011 2010 Change % change
Raw materials and semi-finished goods 64,260 66,876 ( 2,616) -3.9
Fuel 109,319 108,400 919 0.8
Packaging, materials and machinery 39,223 34,298 4,925 14.4
Finished goods 13,871 18,746 ( 4,875) -26.0
Electricity, water and gas 111,332 122,590 ( 11,258) -9.2
Change in inventories of raw materials, consumables, other 3,428 4,600 ( 1,172) -25.5
Total 341,433 355,510 ( 14,077) -4.0


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26. Services
Services totaled 176,110 thousand euro, as follows:
(in thousands of euro)
2011 2010 Change % change
External services and maintenance 58,779 58,452 327 0.6
Transport 51,679 56,941 ( 5,262) -9.2
Legal fees and consultancy 14,173 16,394 ( 2,221) -13.5
Rents 7,314 8,461 ( 1,147) -13.6
Insurance 2,216 2,154 62 2.9
Other 41,949 34,090 7,859 23.1
Total 176,110 176,492 ( 382) -0.2

Other includes recharges for staff and intra-group services for 56,109 thousand euro.

27. Employee expense and Stock options
Employee expense totaled 176,412 thousand euro, as follows:
(in thousands of euro)
2011 2010 Change % change
Wages and salaries 109,863 110,027 ( 164) -0.1
Social security contributions and pension fund provisions 43,282 43,267 15 0.0
Cost of stock option plans ( 505) 713 ( 1,218) n.s.
Other costs 23,772 22,605 1,167 5.2
Total 176,412 176,612 ( 200) -0.1

Other costs refer to directors remuneration and expense relating to staff such as the canteen service,
insurance, travel expenses and training.

Defined contribution plans
Italcementi defined contribution plans relate to pension and medical assistance plans, with similar treatment
given to the post-employment benefits paid to supplementary funds and to the fund for post-employment
benefits paid to private-sector employees managed by the INPS national insurance board. The total cost
recorded under employee expense was 8,750 thousand euro.

The number of employees is set out below:
(unit)
2011 2010
Numero dipendenti alla fine del periodo 2.511 2.657
Numero medio dipendenti 2.616 2.741

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Stock options
The company has set up stock option plans for directors and managers who have particular roles in the
Group.
Stock options refer to ordinary shares; the features of the plans are described in the Directors report in the
sections on Corporate Governance and Stock option plans. The exercise of options is on a 1:1 basis.
The terms and conditions of Italcementi S.p.A. stock option plans at December 31, 2011, were as follows:
Grant date
No. options
granted
Exercise period Options
exercised
Options
cancelled
Unexercised
options
Subscription price
per share
March 7, 2003 965,945 1.1.2006 - 12.31.2012 924,820 - 41,125 8.627
March 17, 2005 1,053,600 3.17.2008 - 3.16.2015 6,475 28,900 1,018,225 13.387
March 7, 2006 631,403 3.7.2009 - 3.6.2016 4,187 50,325 576,891 16.890
March 7, 2007 1,020,200 3.7.2010 - 3.6.2017 - 49,525 970,675 23.049
June 20, 2007 701,250 6.20.2010 - 6.19.2015 - 701,250 - 23.706
March 26, 2008 623,300 3.26.2011 - 3.25.2018 - - 623,300 12.804
June 4, 2008 1,564,750 6.4.2011 - 6.3.2018 - - 1,564,750 13.355
Total 6,560,448 935,482 830,000 4,794,966

With reference to the stock option plan for senior managers granted on June 4, 2008, at the Board meeting of
March 4, 2011, the directors assessed the performance targets assigned at inception, which provided for a
maximum grant of 2,000,000 options. The targets achieved led to a grant of a total of 1,564,750 options; the
difference with respect to the maximum number of 2,000,000 generated a reduction in the plan value of 1,709
thousand euro, with a gain of 611 thousand euro on the 2011 income statement.
The grant date is the date of the Board of Directors meeting that approved the stock option plan.
The average residual life of unexercised options is approximately 2 years and 7 months.
The number and average exercise price of options in the periods in question are set out below:
number of
options
average
subscription
price
number of options average
subscription
price
Unexercised options at start of year 5,230,216 15.447 6,280,216 16.828
Cancelled during the period ( 435,250) ( 1,050,000)
Unexercised options at end of year 4,794,966 15.637 5,230,216 15.447
Vested options at end of year 4,794,966 2,606,916
2011 2010

During 2011 no options were exercised.
The average ordinary share price in financial year 2011 was 5.9 euro (7.2 euro in 2010).
The option exercise price at December 31, 2011, was between 8.627 euro and 23.049 euro.
Only options granted after November 7, 2002, that had not vested at December 31, 2003, were measured and
recognized at the date of transition to the IFRS.
The following table sets out the details of all the companys stock option plans and their cost, carried under
employee expense:
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(in thousands of euro)
Grant date
No. options
granted
Vesting period 2011 2010
March 7, 2007 796,443 3 years - 273
June 20, 2007 701,250 3 years - ( 1,407)
March 26, 2008 520,840 3 years 105 463
June 4, 2008 620,750 3 years ( 611) 1,384
Total 2,639,283 ( 506) 713
Employee expense

Stock option plan fair value at the grant date is estimated using a binomial model that takes dividends into
account. The total option term is ten years. Volatility projections assume that past volatility, determined as the
annual average for the past period net of extraordinary events, is indicative of future trends.
No other stock option plan feature is taken into consideration when measuring fair value.

28. Other operating income (expense)
Other operating income, net of expense, amounted to 43,941 thousand euro, as follows:
(in thousands of euro) 2011 2010 Change % change
Other taxes 4,415 4,586 ( 171) -3.7
Losses and provision for bad debts 7,726 2,542 5,184 n.s.
Provision for environmental restoration, quarries, other 978 1,413 ( 435) -30.8
Miscellaneous expense 5,581 5,656 ( 75) -1.3
Miscellaneous income ( 62,641) ( 27,112) ( 35,529) n.s.
Total ( 43,941) ( 12,915) ( 31,026) n.s.
n.s. = not significant

Miscellaneous income included net income on the sale of CO
2
emission rights for 27,999 thousand euro,
discounted income from the reimbursement of new entry CO
2
quotas recognized for 2008-2012 for 18,984
thousand euro, income from the allocation of white certificates for 8,030 thousand euro and amounts for the
use of alternative fuels for 3,237 thousand euro.

29. Non-recurring income (expense)
Non-recurring income, net of non-recurring expense, amounted to 8,239 thousand euro (3,101 thousand euro
in 2010) and refers to net gains from the sale of assets for 16,337 thousand euro, of which 12,440 thousand
euro from disposals of property, and to net expense for reorganizations for 8,098 thousand euro.

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30. Finance income (costs), exchange-rate differences and derivatives
Finance income, net of finance costs, amounted to 109,819 thousand euro, as follows:
(in thousands of euro) Income Costs Income Costs
Interest income 8,026 5,046
Interest expense (39,415) (37,626)
Subtotal 8,026 (39,415) 5,046 (37,626)
Net interest in respect of net financial position - (31,389) - (32,580)
Dividends and other income from equity investments 151,256 122,883
Other finance income 43,206 7,237
Capitalized finance costs - 1,029
Other finance costs (52,177) (20,514)
Total finance income (costs) 202,488 (91,592) 135,166 (57,111)
Gains/(losses) on interest-rate derivatives 125 (196)
Gains/(losses) on exchange-rate derivatives 135 (535)
Net exchange-rate differences (1,337) 1,456
Exchange-rate differences and derivatives (1,077) 725
Total finance income (costs), exchange-rate differences and derivatives
109,819 78,780
2011 2010

Net interest in respect of net debt totaled 31,389 thousand euro in 2011 compared to 32,580 thousand euro in
2010, a decrease of 1,191 thousand euro.

31. Income tax expense
Income tax reflected income of 24,074 thousand euro, as follows:
(in thousands of euro)
2011 2010 Change
Current tax ( 10,767) ( 36,743) 25,976
Deferred tax ( 12,603) ( 9,824) ( 2,779)
Prior-year tax 96 ( 8,812) 8,908
Surpluses in allocation to provision for tax ( 800) - ( 800)
Total ( 24,074) ( 55,379) 31,305

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The reconciliation between the theoretical tax charge and the effective tax charge reflected on the income
statement is set out below:
(in thousands of euro)
Ires Irap Total
Loss before tax (a) ( 17,072) ( 17,072)
Difference in the taxable base between IRES and IRAP (b) 58,221
(c) = (a+/-b) ( 17,072) 41,149
Applicable tax rate (%) (d) 27.50 3.90 31.40
Theoretical tax charge (e) = (d) x (c) ( 4,695) 1,605 ( 3,090)
Tax effect on permanent differences: (f)
- foreign dividends and other exempt income ( 40,202) ( 552) ( 40,754)
- non-deductible costs 19,682 808 20,490
Net effect for the year of unrecognized deferred taxes on
temporary differences (g) 12,440 40 12,480
Advantage from participation in tax consolidation (h) ( 12,462) - ( 12,462)
Effective tax charge (i) = da (e) a (h) ( 25,237) 1,901 ( 23,336)
Effective tax rate (%) 147.83 4.62 152.45
Other tax items not related to the loss for the year (j) ( 738)
Effective tax charge reflected in income statement
for 2011 (l) = (j) + (j)
( 24,074)


32. Transactions with related parties
Data relating to transactions with related parties and their impact on the companys financial position and
results of operations are set out in the following tables:

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Breakdown of receivables and payables with related parties
(in thousands of euro)
Description Company Amount % impact on
financial
statements
items
Carrying
amounts
Reference
Trade receivables Ciments Franais S.A. 37,487
Calcestruzzi S.p.A. 26,757
S.Francesco s.c.a.r.l. 3,412
Italgen S.p.A. 2,068
Ciments du Maroc S.A. 1,930
C.T.G. S.p.A. 1,708
Ciments Calcia S.A. 1,595
Essroc Corporation 1,334
Vassiliko Cements Works Ltd 1,200
Intercom S.r.l. 851
Helwan Cement Co. 738
Suez Cement 640
Other companies 3,174
Other related parties 53
Total trade receivables 82,947 29.9% 276,999 Note 7
Current account receivables and
other financial assets
Calcestruzzi S.p.A. 216,340
Cementificio di Montalto S.p.A. 85,451
International City for Ready Mix Co.
Loan 19,226
Nuova Sacelit S.r.l. 17,071
Calcementi Jonici S.r.l. 13,039
Intercom S.r.l. 10,684
Bravosolution S.p.A.
Debenture loan 3,799
Bravosolution S.p.A. 2,130
Ing. Sala S.p.A. 4,562
C.T.G. S.p.A. 2,912
Other companies 256
Total current financial assets 375,470 99.9% 375,758 Note 10
Other assets
Ciments Calcia S.A. 5,070
Devnya Cement AD 1,685
Italcementi Finance S.A. 1,253
Sociedad Financiera Y Minera S.A. 1,029
Other companies 987
Total other current assets 10,024 13.4% 74,570 Note 8
Other non-current assets Ciments Franais S.A.
Loan 100,000
Italmobiliare S.p.A.
Receivables for tax consolidation 72,794
Italcementi Finance S.A.
Debenture loan 8,551
Ciments Calcia S.A. 3,443
Devnya Cement AD 1,128
Other companies 1,273
Total other non-current assets 187,189 93.3% 200,708 Note 5

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(Breakdown of receivables and payables with related parties cont.)
(in thousands of euro)
Description Company Amount % impact on
financial
statements
items
Carrying
amounts
Reference
Trade payables Ciments Franais S.A. ( 6,923)
Gruppo Italsfusi S.r.l. ( 6,214)
Italmobiliare S.p.A. ( 4,544)
C.T.G. S.p.A. ( 4,392)
Italgen S.p.A. ( 1,199)
BravoSolution S.p.A. ( 992)
Interbulk Trading S.A. ( 916)
Cementificio di Montalto S.p.A. ( 893)
Intercom S.r.l. ( 449)
Other companies ( 1,828)
Other related parties ( 114)
Total trade payables ( 28,464) 20.0% 142,637 Note 20
Current account payables and other
financial liabilities
Italcementi Finance S.A.
Loan ( 45,324)
Silos Granari della Sicilia S.r.l. ( 9,463)
Italcementi Ingegneria S.r.l. ( 5,253)
SAMA S.r.l. ( 5,175)
Gruppo Italsfusi S.r.l. ( 3,335)
Esa Monviso S.p.A. ( 3,268)
Aliserio S.r.l. ( 1,981)
Italgen S.p.A. ( 1,371)
Other companies ( 738)
Total current financial liabilities ( 75,908) 22.4% 338,555 Note 19
Italcementi Finance S.A.
Loan ( 208,882)
Total non-current financial liabilities ( 208,882) 25.1% 832,068 Note 19
Other liabilities Ciments Calcia S.A. ( 6,180)
Devnya Cement AD ( 4,782)
Sociedad Financiera Y Minera S.A. ( 1,458)
Compagnie des Ciments Belges ( 934)
Vulkan Ead ( 822)
Other companies ( 369)
Other related parties ( 50)
Total other current liabilities ( 14,595) 18.4% 79,156 Note 21
Other non-current liabilities Ciments Calcia S.A. ( 2,827)
Devnya Cement AD ( 926)
Compagnie des Ciments Belges ( 275)
Sociedad Financiera Y Minera S.A. ( 573)
Vulkan Ead ( 198)
Total other non-current liabilties ( 4,799) 17.7% 27,145 Note 19



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Commitments with related parties
(in thousands of euro)
Description Company Amount
Guarantees provided to Group
companies Italcementi Finance S.A. ( 2,244,312)
Interbulk Trading ( 16,000)
Bravosolution US ( 6,183)
Medcem S.r.l. ( 3,000)
Eurotech Cement Shpk ( 2,500)
Shqiperia Cement Company Shpk ( 2,500)
Calcementi Jonici S.r.l. ( 2,833)
Italgen S.r.l. ( 3,957)
Bravobuild Espana S.a.s. ( 283)
Other companies ( 5)
Total commitments ( 2,281,573)




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Breakdown of revenue and costs with related parties
(in thousands of euro)
Description Company Notes Amount % impact on
financial
statements items
Carrying
amounts
Reference
Sales of finished and semi-
finished products, raw materials
and supplies Calcestruzzi S.p.A. 76,727
Italgen S.p.A. 7,236
San Francesco S.c.a.r.l. 6,899
Intercom S.r.l. 6,322
Cementi della Lucania S.p.A. 3,229
Calcementi Jonici S.r.l. 1,559
Cementificio di Montalto S.p.A. 1,221
Interbulk Trading S.A. 301
Other companies 457
Total sales of goods 103,951 16.9% 613,792 Note 23
Revenue for staff services
and technical administrative
services
Ciments Francais S.A.
employee recharges
and Group structures 42,384
Calcestruzzi S.p.A. 3,655
C.T.G. S.p.A. 2,968
Essroc Corporation 1,412
Italgen S.p.A. 1,052
Vassiliko Cement Works Ltd technical assistance 600
Devnia Cement AD 452
Ciments Calcia S.A. 369
Axim Italia S.r.l. 338
Italmobiliare S.p.A. 297
Helwan Cement 256
Bravosolution S.p.A. 207
Silos Granari della Sicilia S.r.l. 187
Cementificio di Montalto S.p.A. 165
Sociedad Financiera Y Minera S.A. 148
Other companies 1,225
Other related parties 178
Total revenue for services 55,893 9.1% 613,792 Note 23

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(Breakdown of revenue and costs with related parties following)
(in thousands of euro)
Description Company Notes Amount % impact on
financial
statements items
Carrying
amounts
Reference
Other revenue Ciments Franais S.A.
recharges of SW
licenses-
SW maintenance,
development of
Group projects
3,412
C.T.G. S.p.A.
lease fee and income
for company branch
2,819
Calcestruzzi S.p.A. 857
Al Badia Cement JSC 696
Axim Italia S.r.l. 120
Other companies 591
Other related parties 21
Total other revenue 8,516 26.4% 32,255 Note 24
Other income Other companies 11
Other expense Other companies ( 53)
Other related parties payments to Fondazione
Italcementi and other
expense
( 600)
Total other operating expense ( 642) -1.5% 43,941 Note 28
Net gains from the sale of
assets Various companies 32
Total net gains from the sale of assets 32 0.2% 16,337 Note 29

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(Breakdown of revenue and costs with related parties cont.)
(in thousands of euro)
Description Company Notes Amount % impact on
financial
statements items
Carrying
amounts
Reference
Dividends and other income
from equity investments Ciments Franais S.A. 133,957
Italgen S.p.A. 5,994
S.I.I.L. SA 3,096
Cementi e Calci S. Marinella S.r.l. 2,334
Axim Italia S.r.l. 1,299
C.T.G. S.p.A. 850
Silos Granari della Sicilia S.r.l.
706
Gruppo Italsfusi S.r.l. 288
Total dividends and other income from equity investments 148,524 98.2% 151,256 Note 30
Interest income on
intragroup accounts Calcestruzzi S.p.A. 3,389
Ciments Franais S.A. 1,590
Cementificio di Montalto S.p.A. 1,416
International City for Ready Mix 280
Italgen S.p.A. 244
Nuova Sacelit S.r.l. 230
Intercom S.r.l. 199
Calcementi Jonici S.r.l. 195
Axim S.p.A. 146
BravoSolution S.p.A. 111
Other companies 156
Total interest income 7,956 99.1% 8,026 Note 30
Fees on guarantees and
commodity derivatives Ciments Calcia S.A. 8,958
Devnya Cement AD 2,990
Sociedad Financiera Y Minera 1,815
Compagnie des Ciments Belges 957
Vulkan Ead 624
Italcementi Finance S.A. 302
Halyps Building Mat. S.A. 199
Other companies 168
Other finance income 16,013 37.1% 43,206 Note 30

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(Breakdown of revenue and costs with related parties cont.)
(in thousands of euro)
Description Company Notes Amount % impact on
fiancial
statements items
Carrying
amounts
Reference
Raw materials, fuel, semi-
finished and finished products
and
electricity consumption Interbulk Trading S.A. clinker and fuel ( 57,393)
Intercom S.r.l. clinker ( 21,675)
Italgen S.p.A. electricity
consumption
( 12,966)
Cementificio di Montalto S.p.A. products ( 11,385)
Axim Italia S.r.l. additives ( 2,442)
SAMA S.r.l. limestone ( 1,476)
Medcem S.r.l. transfer of cement and
clinker ( 608)
Socli S.A. hydraulic lime ( 600)
Gruppo Italsfusi S.r.l. transfer of clinker ( 600)
Other companies ( 722)
Total goods and utilities expense ( 109,867) 32.2% 341,433 Note 25
Services Gruppo Italsfusi S.r.l. transport on sales ( 33,718)
C.T.G. S.p.A.
specific projects,
technical assistance
and research (net
of capitalized projects
for 6,618 thousand
euro)
( 8,620)
Ciments Francais S.A. recharge of
employees and Group
structures
( 7,262)
BravoSolution S.p.A. e-commerce services ( 3,104)
Silos Granari della Sicilia S.r.l. storage and deposit ( 1,551)
Italmobiliare S.p.A. staff transfers ( 416)
Italcementi Finance S.A. ( 321)
Cementificio di Montalto S.p.A. ( 203)
Italgen S.p.A. ( 197)
Other companies ( 717)
Other related parties consultancy ( 632)
Total services ( 56,741) 32.2% 176,109 Note 26
Employee expense Italmobiliare S.p.A. ( 4,409)
Other companies ( 50)
Total employee expense ( 4,459) 2.5% 176,412 Note 27


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(Breakdown of revenue and costs with related parties cont.)
(in thousands of euro)
Description Company Notes Amount % impact on
financial
statements items
Carrying
amounts
Reference
Interest expense on
intragroup accounts and fees
Italcementi Finance S.A. ( 10,804)
Silos Granari della Sicilia S.r.l. ( 107)
SAMA S.r.l. ( 89)
Italcementi Ingegneria S.r.l. ( 89)
Gruppo Italsfusi S.r.l. ( 72)
Esa Monviso S.p.A. ( 71)
Aliserio S.r.l. ( 32)
Other companies ( 50)
Total interest expense ( 11,314) 28.7% 39,415 Note 30
Fees on guarantees and
commodity derivatives Ciments Calcia S.A. ( 8,588)
Devnya Cement AD ( 5,535)
Sociedad Financiera Y Minera ( 1,945)
Italcementi Finance S.A. ( 1,699)
Compagnie des Ciments Belges ( 1,148)
Vulkan Ead ( 988)
Halyps Building Material S.A. ( 311)
Other finance costs ( 20,214) 38.7% 52,177 Note 30

Other transactions with related parties
During the year dividends were paid to the parent company Italmobiliare S.p.A. for a total of 13,169 thousand
euro (13,169 thousand euro in 2010).

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Impact of transactions with related parties on cash flows:
(in thousands of euro) Amount %
Cash flow from operating activities with related parties 107,705 n.s.
Total A) - from statement of cash flows 2011 36,064
Cash flow from investing activities with related parties ( 11,405) 12.7%
Total B) - from statement of cash flows 2011 ( 90,090)
Cash flow from financing activities with related parties 60,871 113.7%
Total C) - from statement of cash flows 2011 53,558
Change in cash and cash equivalents with related parties 157,171
Change in cash and cash equivalents on statement of cash flows (A+B+C) ( 468)
n.s. not significant
Cash flows

Compensation to directors and the chief operating officer
Compensation paid to the directors and the chief operating officer of Italcementi S.p.A. for the positions they
covered is detailed below:
(in thousands of euro) 2011 2010
Short-term benefits: compensation and remuneration 9,465 6,770
Post-employment benefits: provision for leaving and end-of-term entitlements 1,260 1,257
Other long-term benefits: length-of-service bonuses and incentives 3,624 2,410
Share-based payments (stock options) 3 809
Total 14,352 11,246


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33. Non-recurring transactions
The following tables itemize non-recurring transactions and their impact on equity, the financial position and
results of operations
(in thousands of euro) Amount % Amount % Amount %
Carrying amounts 1,814,316 ( 34,360) 745,762
Net gains from the sale of non-
current assets
8,888 0.5% 8,888 -25.9% 10,009 1.3%
Other non-recurring income
(expense) ( 5,787) ( 5,787) -
Taxes on non-recurring
transactions
( 1,021) 0.1% ( 1,021) -3.0% -
Total 2,080 0.1% 2,080 -6.1% 10,009 1.3%
Figurative amount without
non-recurring transactions
1,812,236 ( 36,440) 755,771

(in thousands of euro) Amount % Amount % Amount %
Carrying amounts 1,784,648 7,002 838,977
Net gains from the sale of non-
current assets
16,337 0.9% 16,337 233.3% 18,279 2.2%
Other non-recurring income
(expense) ( 8,098) ( 8,098) -
Taxes on non-recurring
transactions
( 2,721) 0.2% ( 2,721) 38.9% -
Total 5,518 0.3% 5,518 78.8% 18,279 2.2%
Figurative amount without
non-recurring transactions
1,779,130 1,484 857,256

Equity Loss for the period Net debt
2010
2011
Equity Profit of the period Net debt

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34. Audit fees
Pursuant to the CONSOB Regulation for issuers, the table below sets out fees paid to the independent
auditors KPMG S.p.A. and to companies belonging to the KPMG network.
(in thousands of euro)
KPMG S.p.A. Other italian
companies in the
KPMG Network
Audit services
610
Other attestation services
5
Other legal, fiscal and corporate services
306
Total 615 306

35. Events after December 31, 2011
No other events occurred after December 31, 2011, with respect to those already described out in the relevant
section of the notes to the consolidated financial statements.








Bergamo, March 2, 2012
For the Board of Directors
The Chairman
Giampiero Pesenti
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Annexes
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Annex 1
Highlights from the most recent financial statements of Italmobiliare S.p.A.
(the company that exercises management control and coordination)
(euro)
Statement of financial position
12/31/2010 12/31/2009
restated
Total non-current assets 1,369,218,719 1,413,174,015
Total current assets 160,098,195 154,142,545
Total assets 1,529,316,914 1,567,316,560
Equity:
Share capital 100,166,937 100,166,937
Reserves 235,262,353 324,577,457
Treasury shares, at cost (21,226,190) (21,226,190)
Retained earnings 761,492,044 843,441,182
Total equity 1,075,695,144 1,246,959,386
Total non-current liabilities 144,270,791 267,973,086
Total current liabilities 309,350,979 52,384,088
Total liabilities 453,621,770 320,357,174
Total equity and liabilities 1,529,316,914 1,567,316,560

Income statement
2010 2009 restated
Revenue 67,707,046 92,179,600
Operating expense, other operating income (expense) (32,552,799) (27,479,219)
Recurring EBITDA 35,154,247 64,700,381
Other non-recurring income (expense) (600,001) 3,034,058
EBITDA 34,554,246 67,734,439
Amortization and depreciation (119,093) (64,170)
EBIT 34,435,153 67,670,269
Finance costs (49,257) (22,146)
Impairment losses on financial assets (190,472) (19,727,777)
Profit before tax 34,195,424 47,920,346
Income tax expense 1,041,659 4,721,851
Profit for the period 35,237,083 52,642,197



300
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Representation form pursuant to art. 154-bis, par. 5 TUF in relation to the
separate financial statement (pursuant to art. 81-ter of Consob Regulation n
11971/99, and subsequent modifications and integrations)
1. The undersigned Carlo Pesenti, Chief Executive Officer and Carlo Bianchini, the Manager
in charge of preparing the companys financial reports, of Italcementi S.p.A., having also
taken into account the provisions of Article 154-bis, paragraphs 3 and 4, of the Italian
Legislative Decree February no. 58 of 24

February 1998, hereby certify:

the adequacy in relation to the legal entity features and

the effective implementation

of the administrative and accounting procedures for the preparation of the separate financial
statement over the course of the period from January 1
st
, 2011 and December 31
st
, 2011.

2. The representation of the adequacy of the administrative and accounting procedures
adopted in the preparation of separate financial statements as at December 31
st
, 2011 is
based on a form identified by Italcementi according to the CoSO framework (illustrated in the
CoSO Report) and also takes into account the document Internal Control over Financial
Reporting Guidance for Smaller Public Companies, both issued by the Committee of
Sponsoring Organizations of the Treadway Commission, representing a generally accepted
international framework.

3. It is also certified that:

3.1 the separate financial statement:

a) has been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the
European Parliament and of the Council of 19 July 2002;

b) is consistent with the entries in the accounting books and records;

c) is capable of providing a true and fair representation of the assets and liabilities,
profits and losses and financial position of the issuer and the group of companies
included in the consolidation.

3.2 The directors report includes a reliable analysis of the performance and the results of
operations, and the overall situation of the issuer and the group of companies included
in the consolidation, together with a description of the main risks and uncertainties they
are exposed to.

Signed by: Carlo Pesenti, Chief Executive Officer
Signed by: Carlo Bianchini, Manager in Charge

March 2
nd
, 2012

This report has been translated into the English version solely for the convenience of international
readers






Report of the Board of Statutory Auditors under art. 153 of the Consolidated
Law on Finance
Dear Shareholders,
In compliance with the provisions set forth by Consob, we hereby refer that we carried out the supervisory
activity we are in charge of during the fiscal year ended on December 31, 2011. Indeed, we monitored the
compliance with the laws and the By-laws, as well as the observance of correct management principle, by
obtaining information by the Directors concerning the activities carried out and transactions having a significant
impact on the financial statements undertaken by the Company and its subsidiaries.
In this regard, we can reasonably state that the mentioned transactions have been performed in compliance
with the applicable laws and company By-laws and they did not appear clearly careless, risky, in potential
conflict of interest or not consistent with shareholders meeting resolutions or such as to compromise the
corporate assets integrity.
As far as our supervisory activity is concerned, we supervised the adequacy of the organizational structure of
the company, obtaining, to this extent, on one hand information from the executives in charge of the relevant
functions, and on the other hand liaising on this matter with the Audit Firm during periodical meetings. In this
connection, we have no remarks to report.
We checked the adequacy of the instructions given by the Company to its subsidiaries under art. 114, par 2 of
the Consolidated Law on Finance, as well as the compliance with the fulfillments under art. 36 of Regulation on
Markets.
We supervised the adequacy of the internal control system, the risk management and the accounting-
administrative system, as well as its reliability in fairly representing management operations.
To this end:
- We periodically met the Chief Executive Officer, who is also executive director responsible for
overseeing the internal control system, and he illustrated the activities carried out by each Department
involved in the operation of the control system, in relation to which we report hereinbelow;
- We reviewed the quarterly reports of the Manager in charge of preparing the companys financial
reports, whose contents have been in-depth examined during several meetings. We therefore obtained
information, inter alia, on the activities undertaken in order to update the Reference operating model
for the assessment of the internal control system regarding the financial disclosure, by introducing new
procedures and adjusting those already existing; on the review of the Group accounting principles
manual; on the periodic update of the analysis aimed at identifying processes having significant impact
on financial reporting to be subject to operational planning; on the definition of actions to be undertaken
as a consequence of the results of administrative and accounting audits carried out by the Internal
control Department;
- We examined the periodic reports prepared by the Risk Management Department, which had been
illustrated by the manager in charge of said department during specific meetings. We therefore were in
the position to acknowledge the scheduled actions, aimed at improving the companys performance by
measuring, managing and controlling previously identified main risks, and that risks mitigation
procedures were extended to the whole Group;
- We assessed the Audit Plan proposed by the Controller for the 2011 fiscal year, and we had been
monitoring its progress during the year. We hereby report that the Plan had been properly executed
and that it concerned operating procedures, IT systems, compliance issues, as well as certain audits
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which had not been originally scheduled;
- We continuously liaised with the Audit Firm, and we examined the documents prepared by the latter
concerning their action plan and its execution;
- We attended the Internal Control Committee meetings and, anytime the items on the agenda deemed it
appropriate, we examined them jointly the Committee;
- We met the Compliance Committee members and, by examining their reports, we acknowledged from
time to time the updating process of the Organizational, Management and Control Model, adopted by
the company according to Legislative Decree 231/2001;
- We liaised with supervisory bodies of the main subsidiaries and no data nor information emerged that
we deem appropriate to highlight in this report;
- We also met the Statutory Auditors of the parent company Italmobiliare S.p.A. in order to have a
proficient exchange of information.
Having recalled that the audit international standards provide for a Quality Assessment Review on the internal
control system to be performed by independent auditors at least every five years, we hereby report that the
company appointed the Institut de laudit e du control internes (IFACI) to undertake such assessment. IFACI
has recently completed its diagnostic analysis on the Department in charge of the control system and on the
operating methods followed by the latter, and it confirmed a substantial compliance with the IIA/IFACI
framework standards in terms of duties, organization and efficiency of such Department.
Based on the outcome of the undertaken activities and taking into account the ascertained regularity and the
order of the financial information flow generated within the different corporate areas, we hereby assess the
adequacy of the internal control system in force within the Company. Such system, updated on an ongoing
basis and, consequently, subject to a positive evolution process, significantly contributes to the Company
efficiency and effectiveness improvement process and, in particular, to the risk management.
In our capacity as Internal control and audit Committee, according to the provisions of art. 19 of the Leg.
Decree 39/2010, we hereby confirm that there are no remarks thereupon to be reported at the shareholders
meeting.
In the execution of our supervisory activity, we did not notice unusual or atypical transactions, undertaken with
Companys subsidiaries or related parties or with third parties.
With reference to infra-group transactions or ordinary transactions with related parties executed during the
year, we noted that directors properly highlighted and illustrated in the Directors Report, which we refer to, the
relevant features and the financial impact. As far as we are concerned, we acknowledge that these
transactions have been executed in the interest of the Company and in compliance with the provided
procedure. To this extent, we point out that, as of January 1, 2011, the Procedures for transactions with
related parties according to the CONSOB Regulation of January 24, 2010 and the subsequent explanatory
report of September 24, 2010, whose guidelines were already adopted by the Board of Directors in its meeting
of November 5, 2010, are currently in place.
The pending legal proceedings have been duly illustrated in the Management Report and they appear to be
carefully defended for the purposes of protecting the company.
We report that no criticalities emerged during meetings with the Audit Firm; this is confirmed, on one hand, by
the Report under art. 19, third paragraph, of Legislative Decree 39/2010 which was presented by the Audit
Firm to this Board on March 26, 2012 and which states that, in the execution of the audit activities, no
significant lacks in the Internal control system with reference to the financial disclosure process emerged.
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On the other hand, the absence of any criticalities in the internal control and accounting systems of the
company is confirmed also in the Audit Firm Reports on the separate and consolidated financial statements,
dated March 26, 2012 which do not raise any remarks nor disclosure recalls. In these reports, the Audit Firm
also confirmed consistency of directors reports with the respective financial statements, so assessing
compliance, in the financial statements, with the provisions of art. 123-bis of the Consolidated Law on Finance
and of the Consob/Isvap/Banca dItalia joint Regulation no. 4, dated March 3
rd
2010.
The Directors drafted the separate and consolidated financial statements in accordance, as provided for, with
IAS/IFRS Accounting Standards, as implemented by the EU, highlighting the occurred updates, and they
provided the information requested by the aforementioned Regulation no. 4 of March 3rd 2010 in the Directors
report.
As to the impairment test, the Directors approved criteria and methods to be followed, also confirming the
economic data used for income forecasts if not consistent with the those included in the 2010-2014 Business
Plan.
We point out that Calcestruzzi S.p.A., which had been excluded from the management and coordination
activity of the company in the recent past, was reconsolidated during 2011.
We ascertained that the Remuneration Committee had been properly proposing guidelines (both in the merit
and procedurally) concerning the definition and execution of the companys remuneration policy; said
guidelines are included in the Remuneration Report, approved by the Board of Directors, and to be submitted
to the Shareholders meeting under art. 123-ter of Consolidated Law on Finance.
The Companys compliance with the Corporate Governance Code, drafted by the Corporate Governance
Committee of listed companies, is illustrated in the appropriate section of the Directors report and we deem
such illustration to be adequate and exhaustive. As far as our intervention is concerned, we assessed the
existence of professional and independence requisites for the members of this Board and we also monitored
the application of the self-examination procedure followed by the Board of Directors, with specific regard to the
requisites set out for the independent directors.
With reference to our supervisory activity concerning the Audit Firm independence requisite under art. 17, par.
9, let a), of Legislative Decree 39/2010, we hereby acknowledge the contents of the Transparency Report
updated as at December 2011 and drafted by the Audit Firm and published on its web site, and we also
received the written statement provided by art. 17, par. 9, let a), of Legislative Decree 39/2010 on March 26,
2012.
Moreover, the Audit Firm informed us about its remuneration for activities other than those related to its audit
activity and received by itself or by domestic and foreign entities belonging to its network.
With reference to the Principles on the Audit Firm independence released by the National Board of
Accountants as referred to in Consob resolution no. 15185, we note that such remuneration, reported
hereunder (figures Euro/000), does not appear to represent any criticality impacting on the Audit Firms
independence.
Attestation 5 56 61
Other 315 72 387
Total 320 128 448
Activities
Italcementi and its
italian subsidiaries
Ciment Franais and
its subsidiaries
Total

The Board of Statutory Auditors and the Audit Firm did not issue any opinions provided by law during the fiscal
year.
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No complaints under art. 2408 of the Italian Civil Code nor claims of any other nature reached this Board
during the fiscal year.
During our supervisory activity and based on the obtained information, we find no omissions, exceptionable
actions, irregularities or any other material facts worth to be reported to the Supervisory Authorities or to be
mentioned in this Report.
The activity of this Board was conducted in no. 11 meetings, and by attending no. 6 Board of Directors
meetings, no. 2 Executive Committee meetings, no. 5 Internal Control Committee meetings and no. 5
Remuneration Committee meetings. Furthermore, as previously mentioned, we met the Comits des comptes
of Ciments Franais S.A. and the supervisory body of Italmobiliare S.p.A.
We do not have any remarks on the approval of the financial statements as at December 31, 2011, as
prepared by the Directors and on the dividend distribution proposal.
Dear Shareholders, upon approval of the financial statements as at December 31, 2011 our three-year office
shall expire. We thank you for your trust and we hereby invite you to appoint a new Board of Statutory Auditors
in accordance with law and the By-laws.

The Board of Statutory Auditors
(Prof. Maria Martellini) - Chairman
(Prof. Mario Comana) Standing Auditor
(Dott.ssa Luciana Gattinoni) - Standing Auditor

Bergamo, March 26, 2012
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Report of the Board of Directors
Proposed amendments to articles 5 (Share capital), 15 (Appointment of the Board of Directors), 16
(Replacement of Directors), 26 (Appointment of the Board of Statutory Auditors) and 27
(Replacement of statutory auditors) of the company By-Laws
Dear Shareholders,
You have been called to discuss and resolve upon the proposed amendments to:
art. 5 of Italcementi S.p.A. by-laws (the By-laws) to reflect the shareholders resolution of last year which
revoked the Incentive Plan reserved to Directors of the Company and its subsidiaries vested with special
offices in compliance with the articles of associations or who perform specific operating duties, not
renewing the authorization to Directors to increase the share capital to serve the said Incentive Plan revoked
by the last shareholders meeting, for the non-executed part, expiring in 2012,
art. 15, 16, 26 and 27 of the By-laws in order to comply with certain provisions introduced by Law no. 120, of
July 12, 2011 (the Law 120), amending Legislative Decree 24 February 1998, no. 58 (TUF), regarding the
equity of access to the administration and control bodies of listed companies.
Art. 5 (Share capital)
The shareholders meeting of June 20, 2007 granted the power to the Board of Directors, according to art.
2443 of the Italian Civil Code, to increase the share capital against consideration, within 5 years as of the
above mentioned resolution, for a maximum amount of Euro 3,000,000, and with the exclusion of the pre-
emption right under art. 2441 of the Italian Civil Code, par. 5, to serve the Incentive plan reserved to Directors
of the Company and subsidiaries vested with special offices in accordance with the articles of association or
who perform specific operating duties, as approved by the shareholders during the same meeting.
The Board of Directors meeting of March, 5, 2010, upon proposal of the Remuneration committee and having
assessed the achievement of performance targets degree originally assigned, granted:
no. 401.250 options to the Chairman;
no. 300.000 options to the Chief Executive Officer.
Both the Chairman and the Chief Executive Officer waived the granting of stock options to themselves. No
further granting of options has been resolved by the Board of Directors.
Following the Board of Directors resolution and the subsequent waiver of both the Chairman and the Chief
Executive Officer, no further options granted under the Stock option Plan for Directors - 2007 are
outstanding.
Last years shareholders meeting, in agreement with the proposal of the Board of Directors, resolved upon the
revocation, for the non-executed part, of the Stock option Plan for Directors approved by the shareholders
meeting of June 20,2007.
Thus, there are no reasons to maintain in the By-laws this last paragraph whose repeal is hereby proposed.
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Current text 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, with a face value of EUR 1 each.
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 right
of option can be ruled out within a limit of ten per
cent of the pre-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 April 28, 2008:
a) under art. 2443 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. 2420-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
penultimate clause of art. 2441 of the Italian Civil
Code; reserve up to a quarter of them under art.
2441 of the Italian Civil Code, last clause; define the
provisions and reserves to enter as capital in the
event of free-of-charge increase; define issue price,
conversion rates, terms and modes for the execution
of the operations.
With a resolution dated April 19
th
, 2011, the
extraordinary shareholders meeting attributed to the
Board of Directors:
- the power, pursuant to art. 2443 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
6,000,000 euro through the issue, free of charge
and/or against consideration, of up to 6,000,000
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, with a face value of EUR 1 each.
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 right
of option can be ruled out within a limit of ten per
cent of the pre-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 April 28, 2008:
a) under art. 2443 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. 2420-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
penultimate clause of art. 2441 of the Italian Civil
Code; reserve up to a quarter of them under art.
2441 of the Italian Civil Code, last clause; define the
provisions and reserves to enter as capital in the
event of free-of-charge increase; define issue price,
conversion translation rates, terms and modes for
the execution of the operations.
With a resolution dated April 19
th
, 2011, the
extraordinary shareholders meeting attributed to the
Board of Directors:
- the power, pursuant to art. 2443 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
6,000,000 euro through the issue, free of charge
and/or against consideration, of up to 6,000,000
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Art. 15 (Appointment of the Board of Directors), 16 (Replacement of Directors), 26 (Appointment of the
Board of Statutory Auditors) and 27 (Replacement of statutory auditors)
Art. 1 of Law 120 amended articles 147-ter and 148 of TUF concerning respectively the appointment methods
and composition requirements of the administration and control bodies of listed companies, requiring the
amendment of the by-laws in order to provide for the allocation of Directors and Statutory Auditors to be
appointed, according to the principle, to be applied for three consecutive mandates, which ensure a gender
balance in such way that the less represented gender gets at least one third of elected Directors and Statutory
Auditors.
ordinary and/or savings shares, to be reserved,
pursuant to art. 2441 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 controlled
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.
By means of resolution dated June 20, 2007 at their
Extraordinary Meeting, the shareholders assigned to
the Board of Directors:
- the right, under art. 2443 of the Italian Civil Code,
to increase the share capital by payment, once or
various times within the period of five years from
the above resolution, for a maximum amount of
EUR 3,000,000 (three million) by issuing a
maximum of 3,000,000 (three million) ordinary
and/or savings shares, with a nominal value of
EUR 1 (one) each, with the exclusion of the right
of option under art. 2441 of the Italian Civil Code,
5th clause, within the framework of the bonus plan
reserved to the directors of the company and of
subsidiaries that hold specific positions in line with
the by laws or that have specific operative tasks;
- the right, as a consequence, to establish the due
date of the shares, to determine times, modes,
features and terms of the offer and to establish
the issue price of the shares, including the
relevant premium.
ordinary and/or savings shares, to be reserved,
pursuant to art. 2441 par 8, Italian Civil Code:
for employees of Italcementi S.p.A. and its
subsid-iaries, in the event of a free of charge
issue,
for employees of Italcementi S.p.A. and its
subsid-iaries, and for employees of its parent
companies and of other companies controlled
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.
REPEALED
Current text Proposed text
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The new provisions of articles 147-ter and 148 of TUF will be applicable upon the first renewal of the Board of
Directors and Board of Statutory Auditors of listed companies occurring after one year as of the entry into
force of Law 120, occurred on August 12, 2011.
Thus, it is necessary to amend the Company By-laws and, in particular those articles governing composition,
appointment and replacement of Directors and Statutory Auditors. The By-laws must also set forth provisions
concerning, inter alia, the modalities according to which lists shall be formed, as well as additional criteria to be
applied to identify each member of the mentioned corporate bodies in a way that the gender balance as outcome
of the polls is ensured, as well as replacement modalities of members ceased serving during the office.
By-laws provisions, amended according to the above, will be therefore applicable as of the renewal of the
Board of Directors whose term of office will expire upon approval of the financial statements as at December
31, 2012. However, a transitional regime is provided for and it sets out that for the first term of office under the
new provisions of Law 120, a portion equal to at least one fifth of elected Directors and Statutory Auditors,
instead of the higher percentage of one third applicable when said provisions will be fully applicable, shall be
reserved to the less represented gender.
In light of the above, the proposed amendments to articles 15, 16, 26 and 27 of the By-Laws are set out below.
Current text Proposed text
Article 15
Appointment of the Board of Directors
The Board of directors is appointed based on lists
whose objective is to ensure that the minority has
the minimum number of directors envisaged by law
and the current provisions on gender balance are
complied with.
Only those Shareholders having the right to submit
lists who, alone or together with other shareholders.
prove that, as at the day on which the lists are
submitted to the Company, they own a total holding
in share capital with voting rights which is no lower
than that determined under current laws and
regulations.
The notice of call to the Meeting to resolve on the
appointment of the Board of directors includes
modes, deadline and the amount of shares
necessary to submit the lists of candidates for the
position.
No shareholder may present, or participate in
presenting, not even by means of another person or
a trust company, more than one list or vote in more
than one list.
Shareholders who belong to the same group and the
shareholders who are members of a shareholders
agreement whose object is company shares, cannot
present or vote for more than one list, not even by
means of another person or trust companies.
Lists submitted that breach these conditions will not
be accepted.
Article 15
Appointment of the Board of Directors
The Board of directors is appointed based on lists
whose objective is to ensure that the minority has
the minimum number of directors envisaged by law.
Only those Shareholders having the right to submit
lists who, alone or together with other shareholders.
prove that, as at the day on which the lists are
submitted to the Company, they own a total holding
in share capital with voting rights which is no lower
than that determined under current laws and
regulations.
The notice of call to the Meeting to resolve on the
appointment of the Board of directors includes
modes, deadline and the amount of shares
necessary to submit the lists of candidates for the
position.
No shareholder may present, or participate in
presenting, not even by means of another person or
a trust company, more than one list or vote in more
than one list.
Shareholders who belong to the same group and the
shareholders who are members of a shareholders
agreement whose object is company shares, cannot
present or vote for more than one list, not even by
means of another person or trust companies.
Lists submitted that breach these conditions will not
be accepted.
314
In each list, the names of candidates must be listed
by means of a progressive number.
Each candidate can only be present in one list or
he/she shall be ineligible.
Lists must be submitted to the company head office
no later than the twenty-fifth day preceding the date
of Meeting called, on a first or single call, in order to
resolve upon the appointment of the members of the
Board of Directors; this must be mentioned in the
notice of call, without prejudice to any other forms of
public disclosure set forth by the applicable laws and
regulations.
Together with each list, by the deadline above, the
following must be filed at the company head office:
a) statements by means of which the candidates
accept their candidature and state, under their
own responsibility, that there are no causes for
ineligibility and that they are in possession of the
good reputation requirements established by law;
b) a short curriculum vitae with personal and
professional features of each candidate, stating
the management and control positions held in
other companies;
c) statements by each candidate about their possible
independence as required by law, if any;
d) information regarding the identity of shareholders
who have submitted the lists;
e) a statement by the shareholders, other than those
who own, even jointly, a controlling or relative
majority stake, which states that there are no
connections, as is defined by current laws and
regulations.
The certification or attestation providing evidence of
the ownership of the share capital percentage
required by the laws applicable at the time of the list
submission may be produced even after its
submission, provided that such certification is
received by the Company within the deadline set out
by the applicable laws and regulations concerning
the publication of the lists by the Company.
In each list, the names of candidates must be listed
by means of a progressive number.
Each candidate can only be present in one list or
he/she shall be ineligible.
Lists must be submitted to the company head office
no later than the twenty-fifth day preceding the date
of Meeting called, on a first or single call, in order to
resolve upon the appointment of the members of the
Board of Directors; this must be mentioned in the
notice of call, without prejudice to any other forms of
public disclosure set forth by the applicable laws and
regulations.
Lists including a number of candidates equal to
or more than three, shall be made up of
candidates representing both genders, so that
one or the other gender represents at least one
third (rounded up) of the candidates.
Together with each list, by the deadline above, the
following must be filed at the company head office:
a) statements by means of which the candidates
accept their candidature and state, under their
own responsibility, that there are no causes for
ineligibility and that they are in possession of the
good reputation requirements established by law;
b) a short curriculum vitae with personal and
professional features of each candidate, stating
the management and control positions held in
other companies;
c) statements by each candidate about their possible
independence as required by law, if any;
d) information regarding the identity of shareholders
who have submitted the lists;
e) a statement by the shareholders, other than those
who own, even jointly, a controlling or relative
majority stake, which states that there are no
connections, as is defined by current laws and
regulations.
The certification or attestation providing evidence of
the ownership of the share capital percentage
required by the laws applicable at the time of the list
submission may be produced even after its
submission, provided that such certification is
received by the Company within the deadline set out
by the applicable laws and regulations concerning
the publication of the lists by the Company.
Current text Proposed text
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Current text Proposed text
Any list submitted without complying with the
provisions above is considered as not being
submitted.
In the event more than one list is presented:
- all Directors to be elected are elected from the list
that has obtained during the Meeting the highest
number of votes, on the basis of the progressive
order with which they are listed in the list, with the
exception of the minimum number reserved by law
to the minority list;
- the minimum number of directors reserved by law
to the minority are elected from the minority list
that has obtained the highest number of votes and
is not connected in any way, not even directly,
with the reference shareholders;
- if various lists have obtained the same number of
votes, a ballot shall be performed between these
lists with the participation of all entitled to vote
who are present at the Meeting, and the
candidates from the list that obtains the relative
majority of share capital represented at the
Meeting will be elected.
For the purpose of the subdivision of directors to
elect, the lists shall not be considered that have not
obtained a percentage of votes that is at least equal
to half that required for their presentation.
If a subject connected to a reference shareholder
has voted for a minority list, the connection only
becomes relevant for the purposes of the exclusion
of the elected minority director if the vote has been
decisive for the election of that director.
In the event only one list is presented, all the
candidates included in that list are elected, with a
relative majority vote of the share capital represented
at the Meeting.
If by means of the mechanism of the list vote or
further to the poll on the single list filed, the
Board of Directors composition results non
compliant with the applicable laws on gender
balance, the necessary replacements shall be
performed by choosing within the list which
obtained the highest number of votes or within
the sole filed list starting from the last candidate
of the captioned list.
Any list submitted without complying with the
provisions above is considered as not being
submitted.
In the event more than one list is presented:
- all Directors to be elected are elected from the list
that has obtained during the Meeting the highest
number of votes, on the basis of the progressive
order with which they are listed in the list, with the
exception of the minimum number reserved by law
to the minority list;
- the minimum number of directors reserved by law
to the minority are elected from the minority list
that has obtained the highest number of votes and
is not connected in any way, not even directly,
with the reference shareholders;
- if various lists have obtained the same number of
votes, a ballot shall be performed between these
lists with the participation of all entitled to vote
who are present at the Meeting, and the
candidates from the list that obtains the relative
majority of share capital represented at the
Meeting will be elected.
For the purpose of the subdivision of directors to
elect, the lists shall not be considered that have not
obtained a percentage of votes that is at least equal
to half that required for their presentation.
If a subject connected to a reference shareholder
has voted for a minority list, the connection only
becomes relevant for the purposes of the exclusion
of the elected minority director if the vote has been
decisive for the election of that director.
In the event only one list is presented, all the
candidates included in that list are elected, with a
relative majority vote of the share capital represented
at the Meeting.
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Current text Proposed text
Then, if the minimum percentage required by the
current applicable laws and regulations on
gender balance results not to be met, similar
replacements will be performed again within the
list which obtained the highest number of votes
or within the sole filed list.
If there are no lists, and in the event by means of the
mechanism of the list vote, the number of elected
candidates is lower than the minimum number
envisaged by the By-laws for its establishment, the
Board of directors is appointed or supplemented by
the Shareholders Meeting with the legal majority, as
long as the gender balance under the current
applicable laws and regulations is ensured and,
in any case, provided that the presence of the
minimum number of directors required by current
laws and regulations who have the requirements of
independence is guaranteed.
Any elected director who, during the term, no longer
has the requirements of good reputation required by
law or by the By laws, shall forfeit his office.
If the requirements of independence required by law
are no longer present, the director concerned must
immediately inform the Board of directors.
This event implies the directors forfeiture of office,
with the exception of the case when such
requirements are still held by the minimum number
of directors envisaged by current laws and
regulations.
Article 16
Replacement of directors
If during the year, because of resignations or other
causes, one or various directors no longer hold their
office, the others, as long as the majority always
consists of directors appointed by the shareholders,
replace them by means of a resolution approved by
the Board of statutory auditors.
Directors are replaced, without prejudice to the
compliance with the requirements of good reputation
and independence as per art. 15, by means of the
appointment of the candidates that were not elected
and who belong to the same list of the former
directors according to the original order of
submission. If this is not possible, the Board of
directors shall take care of the case under the law.
If there are no lists, and in the event by means of the
mechanism of the list vote, the number of elected
candidates is lower than the minimum number
envisaged by the By-laws for its establishment, the
Board of directors is appointed or supplemented by
the Shareholders Meeting with the legal majority, as
long as the presence of the minimum number of
directors required by current laws and regulations
who have the requirements of independence is
guaranteed.
Any elected director who, during the term, no longer
has the requirements of good reputation required by
law or by the By laws, shall forfeit his office.
If the requirements of independence required by law
are no longer present, the director concerned must
immediately inform the Board of directors.
This event implies the directors forfeiture of office,
with the exception of the case when such
requirements are still held by the minimum number
of directors envisaged by current laws and
regulations.
Article 16
Replacement of directors
If during the year, because of resignations or other
causes, one or various directors no longer hold their
office, the others, as long as the majority always
consists of directors appointed by the shareholders,
replace them by means of a resolution approved by
the Board of statutory auditors.
Directors are replaced, without prejudice to the
compliance with the requirements of good reputation
and independence as per art. 15, by means of the
appointment of the candidates that were not elected
and who belong to the same list of the former
directors according to the original order of
submission. If this is not possible, the Board of
directors shall take care of the case under the law.
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The above shall be in any case carried out in
compliance with the current applicable laws and
regulations on gender balance.
Directors appointed this way hold their office until the
following shareholders meeting.
The shareholders shall decide with respect to the
replacement of directors, under the principles as per
art. 15, based on the relative majority of share
capital represented at the shareholders meeting,
and in any case in compliance with the current
applicable laws and regulations on gender
balance.
The term of Directors so appointed will expire with
those already in office at the moment of their
appointment.
Article 26
Appointment of the Board of statutory auditors
The Board of statutory auditors is appointed based
on lists aimed at ensuring both the appointment of
one Acting Auditor and one Substitute Auditor
representing the minority and the compliance with
the curent applicable laws and regulations on
gender balance.
Only those Shareholders have the right to present
the lists who, alone or together with other
shareholders, prove that they hold, as at the day on
which the lists are submitted to the Company, a total
percentage of share capital with voting right that is
no lower than that determined under the current
regulation for the appointment of the Board of
directors.
Modes, terms and participation fee required for the
presentation of the lists of candidates for the office
are indicated in the notice of call of the Meeting
called to resolve on the appointment of the Board of
statutory auditors.
No Shareholder may present, or participate in
presenting, not even by means of another person or
a trustee company, more than one list, or vote in
more than one list.
Shareholders belonging to the same group and
shareholders who are members of a shareholders
agreement whose object is Company shares cannot
present or vote for more than one list, not even by
Directors appointed this way hold their office until the
following shareholders meeting.
The shareholders shall decide with respect to the
replacement of directors, under the principles as per
art. 15, based on the relative majority of share
capital represented at the Meeting.
The term of Directors so appointed will expire with
those already in office at the moment of their
appointment.
Article 26
Appointment of the Board of statutory auditors
The Board of statutory auditors is appointed based
on lists aimed at ensuring the appointment of one
Acting Auditor and one Substitute Auditor
representing the minority.
Only those Shareholders have the right to present
the lists who, alone or together with other
shareholders, prove that they hold, as at the day on
which the lists are submitted to the Company, a total
percentage of share capital with voting right that is
no lower than that determined under the current
regulation for the appointment of the Board of
directors.
Modes, terms and participation fee required for the
presentation of the lists of candidates for the office
are indicated in the notice of call of the Meeting
called to resolve on the appointment of the Board of
statutory auditors.
No Shareholder may present, or participate in
presenting, not even by means of another person or
a trustee company, more than one list, or vote in
more than one list.
Shareholders belonging to the same group and
shareholders who are members of a shareholders
agreement whose object is Company shares cannot
present or vote for more than one list, not even by
318
Current text Proposed text
means of another person or by means of trustee
companies.
Lists presented that breach these conditions shall
not be accepted.
Each list comprises two sections: one for the
candidates for the office of Acting Auditor and the
other for the candidates for the office of Substitute
Auditor.
The names of no more than three candidates for the
office of Acting Auditor and no more than three
candidates for the office of Substitute Auditor must
be listed in each section, by means of a progressive
number.
Each candidate can only participate in one list, or
he\she shall be ineligible.
The lists must be filed with the company head office
not later than the twenty-fifth day preceding the date
of Meeting called, on a first or single call, in order to
resolve upon the appointment of the members of the
Board of Statutory auditors; this must be mentioned
in the notice of call, without prejudice to any other
forms of public disclosure set forth by the applicable
laws and regulations.
Lists including a number of candidates equal to
or more than three, shall be made up of
candidates representing both genders, so that
one or the other gender represents at least one
third (rounded up) of the candidates to the of fice
of Acting auditor and of at least one third
(rounded up) of the candidates to the of fice of
Substitute auditor.
Together with each list, by the deadline above, the
following is filed:
a) statements by means of which the individual
candidates accept the candidacy and state, under
their own responsibility, that there are no causes
for ineligibility or incompatibility, and that they
have the requirements stated in law for the office;
b) a short curriculum vitae about personal and
professional features of each candidate, stating
the management and control offices held at other
companies;
c) information regarding the identity of the
shareholders who have presented the lists;
means of another person or by means of trustee
companies.
Lists presented that breach these conditions shall
not be accepted.
Each list comprises two sections: one for the
candidates for the office of Acting Auditor and the
other for the candidates for the office of Substitute
Auditor.
The names of no more than three candidates for the
office of Acting Auditor and no more than three
candidates for the office of Substitute Auditor must
be listed in each section, by means of a progressive
number.
Each candidate can only participate in one list, or
he/she shall be ineligible.
The lists must be filed with the company head office
not later than the twenty-fifth day preceding the date
of Meeting called, on a first or single call, in order to
resolve upon the appointment of the members of the
Board of Statutory auditors; this must be mentioned
in the notice of call, without prejudice to any other
forms of public disclosure set forth by the applicable
laws and regulations.
Together with each list, by the deadline above, the
following is filed:
a) statements by means of which the individual
candidates accept the candidacy and state, under
their own responsibility, that there are no causes
for ineligibility or incompatibility, and that they
have the requirements stated in law for the office;
b) a short curriculum vitae about personal and
professional features of each candidate, stating
the management and control offices held at other
companies;
c) information regarding the identity of the
shareholders who have presented the lists;
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d) the statement of shareholders, other than those
who hold, even jointly, a controlling or a relative
majority stake, which states that there are no
relationships of connection, as defined by current
regulations.
The certification or attestation providing evidence of
the ownership of the share capital percentage
required by the laws applicable at the time of the list
submission may be produced even after its
submission, provided that such certification is
received by the Company within the deadline set out
by the applicable laws and regulations concerning
the publication of the lists by the Company.
A list presented without complying with the
provisions above is considered as not being
presented.
In the event that, as at the expiration date of the
twenty-fifth day term preceding the date of Meeting
called, on a first or single call, in order to resolve
upon the appointment of the members of the Board
of Statutory auditors, only one list has been filed, or
only lists presented by shareholders who are
connected to each other under current regulations,
within the term provided by the applicable laws and
regulations, further lists can be presented, and the
percentage of share capital threshold mentioned in
the notice of call will be halved.
In the event various lists are presented:
- two Acting Auditors and two Substitute Auditors
are elected from the list that has obtained the
highest number of votes at the Meeting, based on
the progressive order with which they are listed in
the sections of the list;
- the third Acting Auditor and the third Substitute
Auditor are elected from the minority list that has
obtained the highest number of votes in the lists
presented and voted on by the shareholders that
are not connected in any way, not even indirectly,
with the reference shareholders, based on the
progressive order with which they are listed in the
sections of the list;
- if various lists have obtained the same number of
votes, a ballot vote will be carried out between
these lists by all entitled to vote at the Meeting,
and the contestants will be elected from the list
that obtaines the relative majority of share capital
represented at the Meeting.
d) the statement of shareholders, other than those
who hold, even jointly, a controlling or a relative
majority stake, which states that there are no
relationships of connection, as defined by current
regulations.
The certification or attestation providing evidence of
the ownership of the share capital percentage
required by the laws applicable at the time of the list
submission may be produced even after its
submission, provided that such certification is
received by the Company within the deadline set out
by the applicable laws and regulations concerning
the publication of the lists by the Company.
A list presented without complying with the
provisions above is considered as not being
presented.
In the event that, as at the expiration date of the
twenty-fifth day term preceding the date of Meeting
called, on a first or single call, in order to resolve
upon the appointment of the members of the Board
of Statutory auditors, only one list has been filed, or
only lists presented by shareholders who are
connected to each other under current regulations,
within the term provided by the applicable laws and
regulations, further lists can be presented, and the
percentage of share capital threshold mentioned in
the notice of call will be halved.
In the event various lists are presented:
- two Acting Auditors and two Substitute Auditors
are elected from the list that has obtained the
highest number of votes at the Meeting, based on
the progressive order with which they are listed in
the sections of the list;
- the third Acting Auditor and the third Substitute
Auditor are elected from the minority list that has
obtained the highest number of votes in the lists
presented and voted on by the shareholders that
are not connected in any way, not even indirectly,
with the reference shareholders, based on the
progressive order with which they are listed in the
sections of the list;
- if various lists have obtained the same number of
votes, a ballot vote will be carried out between
these lists by all entitled to vote at the Meeting,
and the contestants will be elected from the list
that obtaines the relative majority of share capital
represented at the Meeting.
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Current text Proposed text
If a subject connected to a reference shareholder
has voted for a minority list, the connection only
becomes relevant, for the purpose of excluding the
elected minority Auditor, if the vote was decisive for
the election of the Auditor.
In the event one single list has been presented, all
the contestants included in that list are elected by a
relative majority vote of share capital represented at
the Meeting.
If by means of the mechanism of the list vote or
further to the poll on the single list filed, the
Board of Statutory auditors composition (Acting
Auditors) results non compliant with the
applicable laws on gender balance, the
necessary replacements shall be performed by
choosing within the section for Acting auditors
of the list which obtained the highest number of
votes or within the sole list filed starting from the
last candidate of the captioned list.
In the event no list has been presented, the Board of
statutory auditors shall be appointed by the
shareholders meeting by means of a relative
majority vote of share capital represented at the
Meeting, provided that the gender balance stated
by the current applicable laws and regulations is
complied with.
The Chairman of the Board of statutory auditors will
be the person listed at the top of the list presented
and voted by the minority, or the first name on the
single list presented or the person appointed by the
Meeting in the event no list has been presented.
Any elected Auditor who, during office, no longer has
the necessary requirements according to regulations
and by laws, forfeits office.
Article 27
Replacement of Statutory Auditors
In the event of replacement of an Acting Auditor,
he/she shall be replaced by the Substitute Auditor
belonging to his/her same list.
If this is not possible, he/she shall be replaced,
according to the original order of presentation, by the
candidate placed in the same list as the one that left,
without considering the initial section of belonging.
If a subject connected to a reference shareholder
has voted for a minority list, the connection only
becomes relevant, for the purpose of excluding the
elected minority Auditor, if the vote was decisive for
the election of the Auditor.
In the event one single list has been presented, all
the contestants included in that list are elected by a
relative majority vote of share capital represented at
the Meeting.
In the event no list has been presented, the Board of
statutory auditors shall be appointed by the
shareholders meeting by means of a relative
majority vote of share capital represented at the
Meeting.
The Chairman of the Board of statutory auditors will
be the person listed at the top of the list presented
and voted by the minority, or the first name on the
single list presented or the person appointed by the
Meeting in the event no list has been presented.
Any elected Auditor who, during office, no longer has
the necessary requirements according to regulations
and by laws, forfeits office.
Article 27
Replacement of Statutory Auditors
In the event of replacement of an Acting Auditor,
he/she shall be replaced by the Substitute Auditor
belonging to his/her same list.
If this is not possible, he/she shall be replaced,
according to the original order of presentation, by the
candidate placed in the same list as the one that left,
without considering the initial section of belonging.
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If the Chairman of the Board of statutory auditors
has to be replaced, this office will be taken by the
minority Auditor.
Auditors appointed under the clauses above shall
hold their office until the next meeting.
If auditors need to be added to the Board:
- to replace the Auditor elected in the majority list,
the new Auditor is appointed by means of a
relative majority vote of share capital represented
at the Meeting, choosing from the candidates
listed in the original majority list;
- to replace the Auditor elected in the minority list,
the new Auditor is appointed by means of a
relative majority vote of share capital represented
at the Meeting, choosing from the candidates
listed in the original minority list;
- to simultaneously replace Auditors elected in the
majority list and in the minority list, the new
Auditors are appointed by means of a relative
majority vote of share capital represented at the
Meeting, choosing, from the candidates indicated
in the list in which each Auditor being replaced
appeared, a number of Auditors equal to the
number of Auditors leaving belonging to the same
list.
If it is not possible to proceed under the previous
clause, the Meeting called for completing the Board
of statutory auditors shall resolve thereupon by the
relative majority of the share capital represented at
the Meeting, without prejudice to the principle as per
clause 1 of the previous article. However, the
Chairman of the Board of statutory auditors shall be
the minority auditor.
The above mentioned replacement procedures
must, in any case, comply with the current
applicable laws and regulations on gender
balance.
If the Chairman of the Board of statutory auditors
has to be replaced, this office will be taken by the
minority Auditor.
Auditors appointed under the clauses above shall
hold their office until the next meeting.
If auditors need to be added to the Board:
- to replace the Auditor elected in the majority list,
the new Auditor is appointed by means of a
relative majority vote of share capital represented
at the Meeting, choosing from the candidates
listed in the original majority list;
- to replace the Auditor elected in the minority list,
the new Auditor is appointed by means of a
relative majority vote of share capital represented
at the Meeting, choosing from the candidates
listed in the original minority list;
- to simultaneously replace Auditors elected in the
majority list and in the minority list, the new
Auditors are appointed by means of a relative
majority vote of share capital represented at the
Meeting, choosing, from the candidates indicated
in the list in which each Auditor being replaced
appeared, a number of Auditors equal to the
number of Auditors leaving belonging to the same
list.
If it is not possible to proceed under the previous
clause, the Meeting called for completing the Board
of statutory auditors shall resolve thereupon by the
relative majority of the share capital represented at
the Meeting, without prejudice to the principle as per
clause 1 of the previous article. However, the
Chairman of the Board of statutory auditors shall be
the minority auditor.
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The proposed amendments do not grant shareholders that do not approve them the withdrawal right pursuant
to art. 2437 Italian Civil Code.
* * *
Dear Shareholders,
If you agree with the proposed amendments set out above, we invite you to resolve upon the following
resolution:
The extraordinary shareholders meeting of Italcementi S.p.A. of April ________, 2012, having examined the
Report of the Board of Directors,
hereby resolves
a) to approve the amendment to articles 5 (Share capital), 15 (Appointment of the Board of Directors), 16
(Replacement of Directors), 26 (Appointment of the Board of Statutory Auditors) and 27 (Replacement of
Statutory Auditors) of the company By-Laws in the contents set out above;
b) to grant to the Chairman, the Executive Deputy Chairman, the Deputy Chairman and the Chief Executive
Officer in office, even severally, the broadest powers to make to the adopted resolutions any amendments,
adjustments, supplements and additions, provided that these are of a formal nature, that might be necessary
or that might be requested by the competent Authorities.
Bergamo, March 2, 2012
On behalf of the Board of Directors
The Chairman
(Giampiero Pesenti)
Aprile 2012
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