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Holcim Ltd announces final conditions of the proposed share capital increase with subscription rights

May 14, 2004

Jona



The Board of Directors of Holcim Ltd has defined the final conditions of the capital increase in the amount of approximately CHF 1.5 billion which was fully underwritten by a syndicate of banks on April 7, 2004.

Subject to the approval of today's General Meeting of Shareholders, the share capital of Holcim Ltd will be increased by CHF 57,481,378.- from CHF 402,369,658.- to CHF 459,851,036.- through the issue of 28,740,689 fully paid-in registered shares with a par value of CHF 2.- each. Upon conclusion of the transaction, 229,925,518 fully paid-in registered shares with a par value of CHF 2.- each will therefore be outstanding.

The Board of Directors has set the final subscription price for the new registered shares at CHF 52.-, which corresponds to gross proceeds of CHF 1.495 billion. The proposed ordinary share capital increase has been fully underwritten by a syndicate of banks led by UBS.

Shareholders will receive 1 subscription right for each registered share held after close of exchange trading on May 17, 2004. Every 7 subscription rights held will entitle holders to subscribe for 1 new share by exercising the relevant subscription rights. The subscription price of CHF 52.- corresponds to a discount of 20.1% on the closing price of CHF 65.10 on May 13, 2004 and a discount of 16.7% on the theoretical ex-rights price after a dividend markdown of CHF 1.15 gross per previous registered share.

Subscription rights will be traded from May 18, 2004 to May 25, 2004 on virt-x and can be exercised from May 18, 2004 to May 26, 2004, noon CET. The syndicate of banks will place any newly issued shares, which have not been subscribed for in the market.

It is planned to have the new shares listed on the SWX Swiss Exchange. An application has been made for trading in the new registered shares to commence on virt-x on May 27, 2004.

The new shares will be fully eligible for dividends for the 2004 business year.

Timetable for the share capital increase

May 14, 2004: Ordinary General Meeting of Shareholders of Holcim Ltd
May 17, 2004: Allocation of subscription rights
May 18, 2004: Payment of dividend of CHF 1.15 gross
- First day of trading in the registered share ex rights
- Start of rights trading and subscription period
May 25, 2004: End of rights trading
May 26, 2004: End of subscription period (noon CET)
May 27, 2004: First day of trading in the new registered shares
June 2, 2004: Payment and delivery of the new registered shares

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Holcim is one of the world's leading suppliers of cement, as well as aggregates (gravel and sand), concrete and construction-related services. The Group has majority and minority interests in more than 70 countries on all continents.

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This media release is also available in German.

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Corporate Communications: phone +41 58 858 87 10
Investor Relations: phone +41 58 858 87 87

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Internet: www.holcim.com



THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF HOLCIM LTD HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.