Extraordinary General Meeting NOTICE OF MEETING

November 5, 2002

Materials for building our world

CONTENTS

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How to vote at the Extraordinary General Meeting

p.2

Information on the Lafarge Group

p.4

Corporate governance

p.5

Group developments

p.6

Key figures of the last five years

p.9

Extraordinary General Meeting

p.10

Agenda

p.10

Board of Directors’ report (Presentation of the resolutions)

p.11

Draft resolutions

p.14

Frequently asked questions

p.21

Document request form

p.23

Your vote is important to the Company. Lafarge shareholders are invited to attend an Extraordinary General Meeting on*

Tuesday November 5, 2002 at 3.30 p.m. at Théâtre de l’Empire - 41, avenue de Wagram - 75017 Paris This Extraordinary General Meeting will solely consider a number of amendments to the Company’s bylaws. The New Economic Regulations Law of May 15, 2001 introduced a number of Company Law reforms. These amendments are necessary to bring Lafarge’s bylaws into line with the new requirements of the Commercial Code. They are mandatory. The amendments must be adopted by shareholders in Extraordinary General Meeting. The required quorum is one-third of total voting shares at the first meeting and one-quarter of total voting shares at the second meeting. Your participation in this Extraordinary General Meeting is therefore extremely important to the Company. A proposal to bring the bylaws of the Company into line with these new requirements was detailed in the twelfth resolution presented to the Combined General Meeting of May 28, 2002. This resolution generated a number of requests for additional information – notably from international investors unfamiliar with the legal obligations introduced by the Law of May 15, 2001 – and accordingly, the Board of Directors decided to withdraw this resolution from the agenda and to convene a new General Meeting to bring Lafarge’s bylaws into line with the new requirements of the Commercial Code. In the interests of total transparency, the Board of Directors has decided to present a separate resolution for each article of the bylaws amended. The Board of Directors’ report (pages 11 to 13 of this Notice of Meeting) explains the reasons underlying and consequences of each amendment. You will also find on page 21, responses to a number of frequently asked questions. Using the “correspondence or proxy voting form” you may: vote by correspondence, confer authority on the Chairman of Lafarge or another person (your spouse or another shareholder) to vote on your behalf, ■ request an entry card in order to attend the Extraordinary General Meeting on November 5, 2002 personally. ■ ■

For any additional information concerning the Extraordinary General Meeting (practical details, explanation of resolutions), do not hesitate to cal the toll free number 0800 235 235 (France only). Thank you for your participation. * In accordance with legal requirements, the Extraordinary General Meeting is initially convened on Tuesday 22, 2002 at 9.00 am at the Company’s registered office, 61 rue des Belles Feuilles, 75116 Paris. In the absence of requisite quorum on this occasion, this meeting shall, in all likelihood, be unable to deliberate validly and shall be effectively reconvened a second time on Tuesday, November 5, 2002 at 3.30 p.m. at Théâtre de l’Empire 41, avenue de Wagram - 75017 Paris. Prior notice of this Meeting, as per Article 130 of Decree No. 67-236 dated March 23, 1967, was published in the BALO (French Gazette of Official Legal Announcements) on September 30, 2002. Notice of Meeting 2002

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1 Participation at the Extraordinary General Meeting

PARTICIPATION AT THE EXTRAORDINARY GENERAL MEETING

How to vote I am a Lafarge shareholder as of date of the Meeting. I WOULD LIKE TO ATTEND THE MEETING MY SHARES ARE REGISTERED

MY SHARES ARE BEARER SHARES

I APPOINT THE CHAIRMAN OF LAFARGE AS MY PROXY

I VOTE BY CORRESPONDENCE

I APPOINT ANOTHER SHAREHOLDER OR MY SPOUSE AS PROXY.

I enter a cross in box A of the form. ■ I date and sign the form. ■ I forward, as soon as possible, the form to the financial intermediary (bank, brokerage firm or on-line broker) that manages my account. My banking intermediary confirms that I am a shareholder and forwards my form to the CCF, the centralizing bank for Lafarge.

■ I enter a cross in boxes B and 1 of the form. ■ I date and sign the form. My votes are added to those of the Chairman.

I enter a cross in boxes B and 2 of the form. ■ I indicate my vote. If you want to vote “against” a resolution or “abstain” (abstaining is considered as a vote against), you shade the box corresponding to the number of the resolution concerned. You do not shade any box if you vote “for” for each resolution. ■ I date and sign the form.

I enter a cross in boxes B and 3 of the form. ■ I specify the identity (full name) of the person who will represent me. ■ I date and sign the form

(custody only or managed accounts)

I enter a cross in box A. ■ I date and sign the form ■ I return the form to the CCF using the pre-paid envelope supplied. The CCF should receive my form by November 4 at 3:00 PM at the latest. ■

The CCF sends me my entry card*

I WISH TO BE REPRESENTED AT THE ANNUAL GENERAL MEETING

■

I have voted.

■

■

I have voted.

The CCF sends me my entry card

■ I arrive on the day of the Meeting with my entry card (or the number given to me by the CCF) Théâtre de l’Empire 41, avenue de Wagram 75017 Paris

IF I HOLD REGISTERED SHARES I return the form to CCF using the pre-paid envelope provided. IF I HOLD BEARER SHARES I forward the form to the financial intermediary (bank, brokerage firm or on-line broker) that manages my account who forwards my form to the CCF.

* If I have not received my entry card by October 31, you can call CCF ( 00.33.3.26.09.85.00) who will give you your entry card number. This number enables you to be identified on the day of the Meeting and you will be able to vote. If your request is received late by Crédit Commercial de France, you will merely be issued with an acknowledgment of receipt. On presentation of this receipt together with your identification papers at the welcome desk on arrival at the Meeting hall, you will be provided with your entry card. If you have not had time to request your entry card, you will, nonetheless, be granted entry to the Meeting on presentation of identification papers.

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Notice of Meeting 2002

1 Participation at the Extraordinary General Meeting

PARTICIPATION AT THE EXTRAORDINARY GENERAL MEETING

How to fill out the form attached to this document Do not send your form directly to Lafarge. All operations relating to the Annual General Meeting are managed by CCF, centralizing bank for Lafarge. Crédit Commercial de France – Service Assemblée Lafarge - Avenue Robert-Schuman – BP 2704 - 51051 Reims Cedex

In order to receive your entry card to attend the Meeting in person, enter cross in box

A

To be represented at the Meeting, enter a cross in box

1 You appoint the Chairman of Lafarge as proxy

B

A B

1

2

3

3 you appoint another shareholder or your spouse as proxy

2 you vote by correspondence

Please date and sign the form irrespective of your choice

Notice of Meeting 2002

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Information on the Lafarge Group

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Notice of Meeting 2002

2 Information on the Lafarge Group

INFORMATION ON THE LAFARGE GROUP

Corporate governance Board of Directors The make-up of the Board of Directors is designed to enable the Group to benefit from the experience and independence of its Directors. Its members represent five nationalities.

■ The Board of Directors, currently comprised of 15 members, includes 10 non-executive directors as defined in the Viénot report, i.e. having “no relationship of any nature with the company which could compromise their freedom of judgement”. Moreover, none of the 5 other Directors sit on the Board of any company managed by any of the non-executive Directors.

■ The Board of Directors debates on all major issues involving the life of the Group, and strategy decisions in particular. It meets at least four times per year. In 2001, it met six times, and the average attendance rate at meetings was 85.6%.

The members of the Lafarge Board of Directors Michael Blakenham Michel Bon Bertrand Collomb Guilherme Frering Richard Haythornthwaite Bernard Isautier Alain Joly Bernard Kasriel Jean Keller Patrice le Hodey Raphaël de Lafarge Jacques Lefèvre Robert W. Murdoch Michel Pébereau Hélène Ploix

■ There are three specialized committees of the Board of Directors: Organization and Management committee, the Finance committee, Strategy and Investment committee. They all generally meet twice a year. More than one half of the members of each committee consist of qualified non-executive Directors. The appointments to these committees are decided by the Board of Directors. They have a consultative role. Their work is reported to the Board of Directors.

You will find more detailed information on corporate governance in the Annual Report.

Notice of Meeting 2002

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2 Information on the Lafarge Group

INFORMATION ON THE LAFARGE GROUP

Group developments 2001 Information KEY FIGURES AS AT DECEMBER 31, 2001 IN MILLIONS OF EURO

DECEMBER 31, 2001

DECEMBER 31, 2000

% CHANGE

13,698

12,216

+ 12%

Net sales Operating income on ordinary activities

2,065

1,905

+ 8%

Net income, group share

750

726

+ 3%

Net income per share (EUR)

6.0

6.8

- 12%

Half-year 2002 KEY FIGURES AS AT JUNE 30, 2002 CONSOLIDATED ACCOUNTS, € MILLION

JUNE 30, 2002

JUNE 30, 2001

VARIATION

7,203

5,578

+ 29%

868*

606*

+ 43%

Net income, Group share – Before Goodwill – After Goodwill

368 291

291 242

+ 26% + 20%

Net income per share in €

2.27

1.97

+ 15%

Sales Operating income on ordinary activities

* Operating income on ordinary activities of equity affiliates is no longer included in the Group’s operating income. Operating income on ordinary activities prior to changes in the presentation of equity affiliates amounts to €945 million (first half 2002) against €675 million (first half 2001).

Sales up 29.1% Sales totaled €7,203 million, compared with €5,578 million in 2001, including scope of consolidation changes of €1,622 million Higher sales were mainly the result of the Group’s new perimeter, particularly for the Cement Division, where sales rose by 58.2%. Sales from former Blue Circle operations totaled €1,538 million. ■ Cement sales rose 3.8%. The cement business was strong throughout Western Europe, with the notable exception of Germany where cement prices declined. Sales were flat in Central and Eastern Europe, although economic sluggishness continued in Poland. Sales grew slightly by 0.4% in North America year-on-year. The slight decline in volumes was offset by better prices. Cement sales grew significantly elsewhere in the world.

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■ Aggregates and Concrete sales were down by 0.4% compared to the first half of 2001. Aggregates sales were off by 3.1%, mainly due to trends in the North American markets. Sales volumes in the Canadian province of Ontario dropped due to strikes that disrupted public works, and market conditions were weak in the Great Lakes region. Concrete sales rose 2.1%, with strong growth in France and a decline in North America. ■ Concerning the Roofing business, the slowdown in the sales decline recorded in the second quarter in Germany resulted in the drop of the division sales being limited to 4.6% for the first half. Roofing division sales were generally rising outside of Europe and particularly in Malaysia.

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■ Gypsum sales increased by 9.3%. This was the result of higher

sales volumes and sales prices in North America, where the average price per thousand square feet during the first half was USD 95, versus USD 64 in 2001. Gypsum sales in Western Europe were flat in a mixed environment. The decline in Germany was offset with growth in France, the UK and Southern Europe. In Asia, sales grew significantly during the first half of the year helped by better market conditions.

Information on the Lafarge Group

INFORMATION ON THE LAFARGE GROUP

■ Scope effects: up 29.4% amounting to €1,622 million

Sales resulting from acquisitions amounted to €1,699 million, with disposals reducing sales by €77 million. Sales from former Blue Circle operations amounted to €1,538 million. Compared to the first half of last year, excluding foreign exchange and scope effects, sales were globally flat with cement sales rising 2.7%. ■ Foreign exchange effect: down 1.8% amounting to €77 million. The foreign exchange effect was largely due to the decrease in the South African rand, the Brazilian real and the Canadian dollar.

CONSOLIDATED SALES AS AT JUNE 30, 2002 € MILLIONS

JUNE 30, 2002

JUNE 30, 2001

VARIATION

EXCLUDING FOREIGN EXCHANGE AND SCOPE EFFECTS

+3.8%

Cement

3,551

2,245

+58.2%

Aggregates and Concrete

2,218

1,952

+13.6%

-0.4%

722

728

-0.7%

-4.6%

Roofing Gypsum

604

540

+11.8%

+9.3%

Other

108

113

-4.4%

-9.9%

Total

7,203

5,578

+29.1%

+1.5%

Sharp rise of operating income on ordinary activities (up 43%) Operating income on ordinary activities totaled €868 million from €606 million on June 30, 2001. It rose 12%, excluding foreign exchange and scope effects. ■ Cement

Division: Recorded further good results (up 39% and up 6% excluding foreign exchange and scope effects), thanks to the effectiveness of its performance improvement programs and favorable market trends in most European and emerging countries, despite a less favorable situation in North America and Germany.

■ Aggregates and Concrete Division: Posted improved results (up 18% and up 1% excluding foreign exchange and scope effects) thanks to the positive contribution of former Blue Circle operations and good performance in Europe.

■ Roofing Division: Results improved (up 14 % and up 9% excluding foreign exchange and scope effects) following vigorous restructuring in Germany which is reflected in improved operational performance despite a further decline in the market.

Gypsum Division: Operating income amounted to €39 million, a turnaround compared to the first half of 2001 where a loss of €1 million was recorded. This improvement resulted from higher sales prices and improved industrial performance in North America. Strong growth was also recorded in Asia.

■

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2 Information on the Lafarge Group

INFORMATION ON THE LAFARGE GROUP

OPERATING INCOME ON ORDINARY ACTIVITIES AS AT JUNE 30, 2002 € MILLIONS

Cement

JUNE 30, 2002

JUNE 30, 2001

VARIATION

EXCLUDING FOREIGN EXCHANGE AND SCOPE EFFECTS

686

492

+39%

+6%

Aggregates and Concrete

85

72

+18%

+1%

Roofing

50

44

+14%

+9%

Gypsum

39

-1

-

-

Other

8

-1

-

-

Total

868*

606*

+43%

+12%

* Operating income on ordinary activities of equity affiliates is no longer included in the Group’s operating income. Operating income on ordinary activities prior to changes in the presentation of equity affiliates amounts to €945 million (first half 2002) against €675 million (first half 2001).

Synergies from Blue Circle (€51 million) in line with forecasts for the financial year 2002 The synergies expected from the acquisition of Blue Circle amounted to €51 million for the first half of 2002. These synergies arise mainly from the closure of the London head office and from the integration of the teams in North America

and the Philippines. In addition, the first benefits of the introduction of performance improvement programs across the former Blue Circle operations are being seen.

Continuation of rigorous management of investments and disposal of non strategic assets As of June 30, 2002, disposals totaled €214 million (€82 million in 2001). They mainly involve the sale of a grinding station in Brazil and of concrete products businesses in Canada. Meanwhile, investments amounted to €738 million. These

include acquisitions to the tune of €230 million, investments for organic growth totaling €202 million and sustaining investments amounting to €306 million.

Outlook for the second half of 2002 and for 2003 These good first half results, achieved in a mixed economic environment, reflect the strong performance momentum of the Lafarge Group. The contribution of Blue Circle synergies to the Group’s results for the first half of 2002 means that we can confirm the figure of €107 million as the minimum contribution for the whole of 2002.

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The Group plans to invest some €1,600 million and to pursue our disposal program of more than €700 million of non strategic assets in 2002, to meet by the end of 2003 the Group’s financial structure objectives.” Despite the weakness in certain markets and barring a reversal of current trends, the Group is confident of good growth in the 2002 results.

2 Information on the Lafarge Group

INFORMATION ON THE LAFARGE GROUP

Financial results of the Company over the last five fiscal years (Articles 133 and 135 and 148 of the Decree of March 23, 1967 concerning commercial companies) FINANCIAL RESULTS OPERATIONS AND INCOME FOR THE YEAR (IN THOUSANDS OF EUR) Net sales Net income before income tax, employee profit-sharing, depreciation, amortization and provisions * Income tax * Employee profit-sharing for the year Net income after income tax, employee profit-sharing, depreciation, amortization and provisions Dividend distribution including 10% loyalty dividend (1) PER SHARE DATA (IN EUR) Net income after income tax and employee profit-sharing, but before depreciation, amortization and provisions * Net income after income tax, employee profit-sharing, depreciation, amortization and provisions Ordinary net dividend Loyalty net dividend Ordinary gross dividend Loyalty gross dividend EMPLOYEE DATA Number of employees as of December 31 Total payroll for the year (in thousands of EUR)(2) Employee benefits for the year (in thousands of EUR)(3) Amounts paid in respect of employee profit-sharing and incentive schemes for the year (in thousands of EUR)

2001

2000

1999

1998

1997

893,187

799,222

575,370

564,294

347,288

224,829 145,137

77,611 197,853

67,499 157,106

79,346 121,195

91,300 95,170

357,928 299,550 2,564

265,126 278,660 2,426

213,756 216,207 3,115

194,287 189,106 2,273

170,274 158,745

2.84

2.45

2.14

1.95

1.97

2.75 2.30 2.53 3.45 3.80

2.36 2.20 2.42 3.30 3.63

2.04 2.05 2.26 3.08 3.39

1.89 1.83 2.01 2.75 3.02

1.80 1.68

425 54,862 25,016

379 43,151 20,980

338 37,346 18,467

303 33,048 15,508

272 26,816 13,373

1,278

1,451

1,042

745

483

2.52

*the years prior to 2001 were adjusted by taking into account the reclassification of the income from worldwide group tax election as well as the “Income tax” provisions (1) Loyalty dividend payable to registered shares held at least 2 years (2) Including retirement termination payments (3) Social security, welfare payments, etc.

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Extraordinary General Meeting

Agenda ■ Board of Directors report to the Extraordinary General Meeting – Amendments to the Company’s bylaws to bring them into line with the NER Law of May 15, 2001. – Powers for the execution of decisions taken by shareholders in Extraordinary General Meeting.

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EXTRAORDINARY GENERAL MEETING

Board of Directors’ Report TO THE EXTRAORDINARY GENERAL MEETING OF OCTOBER 22, 2002 which failing quorum will be reconvened on November 5, 2002.

Dear Shareholders, You have been called to attend the Extraordinary General Meeting of 5 November 2002, in order to vote on a number of amendments to the bylaws required to bring them into line with the requirements of the French Commercial Code as amended by the New Economic Regulations Law n°2001-420 of May 15, 2001. In effect, this Law of May 15, 2001 introduced a number of company law reforms, necessitating certain amendments to the bylaws of the Company. The principal amendments to the bylaws resulting from these reforms concern: - the composition and duties of the Board of Directors and its Chairman, - meeting and decision procedures, - the option provided in the bylaws to opt for one of two general management approaches (accumulation or not with the office of Chairman). Several other changes are also proposed in order to bring the bylaws into line with the new law, such as: - amendments to procedures governing the holding of shareholder meetings, - the use of wider powers granted by the law to identify Company shareholders, - amendments to the definition of related party agreements requiring authorization by the Board of Directors, bringing it into line with the new legal definition, - approval by ordinary general meeting of the consolidated financial statements. The proposed modifications are presented in greater detail hereafter.

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EXTRAORDINARY GENERAL MEETING

Presentation of the resolutions TO THIS END, THE BOARD OF DIRECTORS PROPOSES TO:

Fourth, fifth, sixth and eighth resolutions ■ amend Article 17 of the bylaws (Duties and powers of the Board

First resolution: ■ amend Article 8, paragraph 5, of the bylaws (Form and ownership

of shares), to extend available powers to identify holders of shares conferring immediate or future entitlement to vote at shareholder meetings, in order to enable the Company to benefit from the new possibilities introduced by the aforementioned Law of May 15, 2001;

Second resolution ■ amend Article 15 of the bylaws (Chairman of the Board of Directors

– Office of Chairman) in order to incorporate the obligation for the Chairman to comply with requirements regarding the accumulation of offices and clarify the duties of the Chairman of the Board, as detailed in the Law of May 15, 2001;

Third resolution ■ amend Article 16 of the bylaws (Decisions of the Board of Directors

– Minutes) in order to introduce new grounds for convening Board of Directors meetings (at the request of at least one third of members where a Board meeting has not been held in over two months and at the request of the Chief Executive Officer), as introduced into the French Commercial Code by the Law of May 15, 2001 and introduce the possibility of holding shareholder meetings by videoconferencing as authorized by the Law of May 15, 2001; amend representation procedures for Board of Directors meetings and requirements governing quorum in order to take into account Board members attending meetings by videoconferencing;

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of Directors) and Articles 21 (formerly Article 19, “Remuneration of the Directors, Chairman, Chief Executive Officer; Executive VicePresident and Board of Directors authorized representatives”) and 23 (formerly Article 21, “Responsibilities”) of the bylaws in accordance with the provisions of the Law of May 15, 2001 regarding the general management of the company, so that it may be assumed by either the Chairman of the Board of Directors or the Chief Executive Officer; define the duties and powers of the new corporate bodies in application of the new legal provisions and amend accordingly certain provisions of the bylaws; finally incorporate the new legal provisions regarding limitations on the accumulation of offices; ■ amend Article 18 of the bylaws (General Management Approach – Board of Directors’ decision ) and insert new Articles 19 (Appointment of a Chief Executive Officer – Removal – Powers) and 20 (Executive Vice-Presidents – Appointment – Removal – Powers) in order to bring the bylaws into compliance with the obligation resulting from the aforementioned Law of May 15, 2001, to indicate the conditions under which the Board of Directors may choose between two general management approaches and define the resulting organizational structure of the Company; ■ amend Article 23 of the bylaws (formerly Article 21, “Director

responsibilities”) to bring it into accordance with the preceding amendments;

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Seventh resolution ■ amend

article 22 of the bylaws (formerly Article 20, now entitled “Agreements entered into by the Company with shareholders or management”) in order to incorporate the widening of the scope of application of Article L.225-38 of the French Commercial Code to include agreements with shareholders holding over 5% of voting rights, or in the case of corporate shareholders, the company controlling this company as defined by Article L.233-3 ;

Extraodinary General Meeting

EXTRAORDINARY GENERAL MEETING

Eleventh and twelfth resolutions ■ amend Articles 29 (formerly Article 27, “Constitution of shareholder meetings”) and 30 (formerly Article 28, “Conditions of exercise of voting rights – Required majority”) of the bylaws in order to reflect amendments to access terms and conditions applicable to shareholder meetings and resulting from the Law of May 15, 2001, together with the terms and conditions for calculating quorum and majority and decision-making, notably to include shareholders attending meetings by videoconferencing or by telecommunication means;

Ninth resolution amend Article 27 of the bylaws (formerly Article 25, “Competence and qualification of shareholder meetings”) in order to reflect the new competence of ordinary general meetings to approve the consolidated financial statements;

■

Thirteenth resolutions ■ amend Article 33 of the bylaws (formerly Article 31) to include a reference to standards applicable to commercial companies and that the Board of Directors is responsible for drawing up the consolidated financial statements.

Tenth resolution ■ amend Article 28 of the bylaws (formerly Article 26, “Notice

of Meeting – Place of meeting and agenda”) in order to introduce the possibility, made available by the Law of May 15, 2001, to issue Notices of Meeting using electronic telecommunication means;

Fourtheenth resolutions ■ This resolution enables the publication formalities required

by law to be performed after the Shareholders’ Meeting.

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EXTRAORDINARY GENERAL MEETING

Draft Resolutions The following resolutions seek to bring the bylaws into compliance with the provisions of the New Economic Regulations Law n°2001-420 of May 15, 2001.

First resolution: Identification of bearer shares Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 8, paragraph 5, of the bylaws as follows: “In order to identify holders of bearer shares, the Company may request, at any time, and in accordance with applicable laws and regulations,

subject to the sanctions provided in the French Commercial Code, all organizations and intermediaries to provide it with information enabling the identification of holders of Company securities conferring immediate or future entitlement to vote at shareholder meetings and, notably, their name or corporate name, nationality and address, together with their individual shareholdings and, where appropriate, any restrictions attached to such shares”

Second resolution Chairman of the Board of Directors Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 15 of the bylaws as follows: “1. (sub-paragraphs one, two and three remain unchanged) The acceptance and exercise of the duties of Chairman requires a commitment by the interested party to comply with legal limits on the accumulation of executive offices in limited liability companies. (Final two sub-paragraphs remain unchanged)

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2. The Chairman represents the Board of Directors. He chairs the meetings of the Board, organizes and directs the activities thereof and reports thereon to shareholder general meetings. He ensures the proper functioning of Company bodies and, in particular, that all directors are in a position to fulfil their duties. He chairs shareholder general meetings.”

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EXTRAORDINARY GENERAL MEETING

Third resolution Decisions of the Board of Directors; Minutes Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 16 of the bylaws as follows: “1. (sub-paragraphs one and two remain unchanged) “Where a meeting has not been called in over two months, a minimum of one-third of Directors may ask the Chairman to call a meeting to discuss a specific agenda. The Chief Executive Officer may also ask the Chairman to call a meeting of the Board of Directors to discuss a specific agenda The Chairman is bound by requests submitted to him pursuant to the preceding two paragraphs. 2. Decisions of the Board of Directors are only valid if one half of all members are present or considered present. Board members attending meetings by way of video conferencing, the application terms and conditions of which are laid down in prevailing regulations, shall be considered present when calculating quorum and majority requirements, except when adopting decisions provided

for in Article L.225-37 of the French Commercial Code or concerning the appointment or reappointment of the Chief Executive Officer. A director may authorize, in writing, another director to represent him or her. A director may not exercise, during any one meeting, more than one authority. An attendance register is kept and signed by each director in attendance, indicating, where appropriate, the name of directors attending the meeting by videoconferencing and considered present. Entries in the minutes of each meeting constitute sufficient proof, vis-à-vis third parties, of the names and number of directors in exercise and of directors present, considered present, represented, excused or absent. The minutes contain all other entries required by prevailing regulations together, where applicable, with the impact on Board of Directors’ decisions of any videoconferencing technical incidents.” 3. (sub-paragraph one remains unchanged) “Decisions are carried by the majority of directors present, considered present or represented. In the event of a split vote, the meeting Chairman has the power to cast the deciding vote.”

Fourth resolution Duties and powers of the Board of Directors Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 17, paragraph 1, of the bylaws as follows:

The Board of Directors performs all controls and verifications it considers appropriate.

“The Board of Directors determines the strategic direction of Company activities and ensures its implementation.

and paragraph 3 as follows:

It considers all issues concerning the proper functioning of the Company and settles all matters relating thereto, within the scope of the corporate purpose and subject to those powers expressly granted by law to shareholder meetings.

Each Director receives all information necessary to the performance of his duties and may request any documents he or she considers necessary.”

“To enable the exercise of its powers, the Board of Directors may delegate powers to its Chairman, Chief Executive Officer or Executive VicePresidents, subject to legal limitations applicable to deposits and guarantees; the Board of Directors may grant rights of substitution.”

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ASSEMBLÉE GÉNÉRALE EXTRAORDINARY GENERAL MIXTE MEETING

Fifth resolution General management, Executive Vice-Presidents Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 18 of the bylaws as follows, insert two new Articles numbered 19 and 20, comprising the following text, and renumber former Articles 19 to 38, Articles 21 to 40 accordingly:

Irrespective of the term for which such powers are conferred, the duties of Chief Executive Officer shall cease no later than December 31 of the year in which he or she reaches sixty-five years of age. However the Board of Directors can decide, in the interests of the Company, to extend such duties beyond this age limit. In this event, the duties of Chief Executive Officer shall cease definitively no later than December 31 of the year in which he or she reached 67 years of age.

“Article 18 – General management approach – Board of Directors’ decision

The acceptance and exercise of the duties of Chief Executive Officer requires a commitment by the interested party to comply with legal limits on the accumulation of executive offices in limited liability companies.

Pursuant to applicable law, general management of the Company is assumed, under its responsibility, by either the Chairman of the Board of Directors or another individual appointed by the Board of Directors and bearing the title of Chief Executive Officer. The Board of Directors chooses between these two general management approaches, by majority decision as defined in Article 16, paragraph 3, sub-paragraph 2, and for the first time no later than December 31, 2002. The approach adopted – and all subsequent decisions – remain valid until a contrary decision of the Board of Directors taken in accordance with the same conditions of majority; in all events, the Board must make a decision regarding the general management approach on the appointment or reappointment of the Chief Executive Officer, where this office is exercised separately from that of Chairman of the Board of Directors.” Article 19 – Chief Executive Officer – Appointment – Removal – Powers “ 1. Pursuant to the Board of Directors’ choice, taken in accordance with the terms and conditions laid down in Article 18, the general management of the Company is assumed by either the Chairman of the Board of Directors or another individual appointed by the Board of Directors. Where the Board of Directors elects to split the functions of Chairman and Chief Executive Officer, it appoints a Chief Executive Officer from among the directors or elsewhere, determines the duration of his or her term of office, sets remuneration levels and, where applicable, determines any limits on his or her powers. The Chief Executive Officer must be less than sixty-five years of age.

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Notice of Meeting 2002

The Chief Executive Officer may be removed from office at any time by the Board of Directors. Where the Chief Executive Officer does not assume the duties of Chairman he may be entitled to compensation, where his dismissal is decided without due reason. 2. The Chief Executive Officer is invested with the widest possible powers to act in all circumstances in the name of the Company. He exercises these powers within the scope of the corporate purpose and subject to those powers expressly granted by law to shareholder meetings and the Board of Directors. The Chief Executive Office represents the Company in its dealings with third parties. The Company is committed by the acts of the Chief Executive Officer even where such acts are ultra vires, unless the third party was aware said acts were ultra vires or could not fail to be aware thereof given the circumstances, it being understood that the simple publication of the bylaws is not sufficient proof of such circumstances. [Board of Directors’ decisions limiting the powers of the Chief Executive Officer cannot be enforced against third parties.] 3. The Chief Executive Officer and the Executive Vice-Presidents may appoint special authorized representatives. 4. Acts committing the Company in dealings with third parties bear the signature of the Chief Executive Officer, an Executive Vice-President or a special authorized representative.” Article 20 – Executive Vice-Presidents – Appointment – Removal - Powers 1. On the recommendation of the Chief Executive Officer, irrespective of whether these duties are assumed by the Chairman of the Board of Directors or another individual, the Board of Directors can appoint one

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or several individuals to assist the Chief Executive Officer, bearing the title of Executive Vice-President.

Extraodinary General Meeting

EXTRAORDINARY GENERAL MEETING

The Executive Vice-President(s) may be removed from office at any time by the Board of Directors, on the recommendation of the Chief Executive Officer.

They may not exceed five in number. The Executive Vice-Presidents must be less than sixty-five years of age. Irrespective of the term for which such powers are conferred, the duties of Executive Vice-President shall cease no later than December 31 of the year in which the individual concerned reaches sixty-five years of age.

2. In conjunction with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of powers conferred on the Executive Vice-Presidents. In their dealings with third parties the Executive Vice-President(s) possess the same powers as the Chief Executive Officer.

In the event of cessation by the Chief Executive Officer of his duties or impediment, the Executive Vice-President(s) shall retain their functions and duties until the appointment of a new Chief Executive Officer, unless decided otherwise by the Board of Directors.

Sixth resolution Directors’ remuneration Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 21 (formerly article 19), paragraphs 2 and 3, of the bylaws as follows: “Article 21 – Remuneration of the Directors, Chairman, Chief Executive Officer, Executive Vice-Presidents and Board of Directors authorized representatives 1. (unchanged)

2. The remuneration of the Chairman of the Board of Directors, the Chief Executive Officer and the Executive Vice-President(s) is set by the Board of Directors; it may be fixed or variable. 3. The Board of Directors may allocate exceptional remuneration to directors who are also members of Board sub-committees or commissions or committees or commissions charged with a specific task or duties; in such instances, this remuneration is recorded in operating expenses, advised to the statutory auditors and subject to the prior authorization of the Board of Directors and the approval of shareholders in ordinary general meeting.”

Seventh resolution Related-party agreements Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 22 (formerly Article 20) of the bylaws as follows: “Article 22 – Agreements entered into by the Company with shareholders or management All agreements, direct, indirect or via an intermediary, between the Company and one or more shareholders, or between the Company and

one or more executive managers, shall be subject to applicable procedures as defined in prevailing laws and regulations. The above requirements do not apply to agreements performed in the ordinary course of activities and carried out on an arm’s length basis. Nonetheless, such agreements must be communicated by the individual concerned to the Chairman of the Board of Directors. The list of these agreements shall be communicated by the Chairman to members of the Board of Directors and the Auditors no later than the day of the Board meeting held to approve the financial statements for the year then ended.” Notice of Meeting 2002

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Eighth resolution Director responsibilities Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 23 (formerly Article 21) of the bylaws as follows:

“Directors and the Chief Executive Officer are responsible (…)” (remainder of the Article unchanged)

Ninth resolution Presentation of the consolidated financial statements Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 27 (formerly Article 25) of the bylaws as follows:

“The Board of Directors presents its report on the Company’s position and the management of the Group, any other reports required by law, and the company and consolidated financial statements, to the ordinary general meeting. After presentation of the Auditors’ reports, shareholders approve or amend the company and consolidated financial statements and vote on the appropriation of earnings and the distribution of dividends. They appoint and remove directors from office and set their remuneration in accordance with the terms and conditions provided by law and in the bylaws. Shareholders appoint the Auditors.”

Tenth resolution Notice of meeting Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 28 (formerly Article 26) of the bylaws as follows:

“ (sub-paragraph one unchanged) The format of and time periods applicable to notices of meeting,, which may be transmitted by electronic telecommunication means, are governed by law. The notice of meeting must set the place of the meeting, which may be the Company’s registered office or any other place, and the meeting agenda. (last sub-paragraph unchanged) ”

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Eleventh resolution Composition of meetings Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 29 (formerly Article 27) of the bylaws as follows: The first four sub-paragraphs of paragraph 1 now read as follows: “ 1. All shareholders, irrespective of the number of shares held, are entitled to attend shareholder meetings, provided such shares are fully paid- up. Meetings may be attended by shareholders, or their registered representatives, on provision of proof of status no later than 3.00 p.m. (Paris time) on the day preceding the shareholder meeting, notably by presentation of a share registration certificate. The Board of Directors may, should it deem useful, distribute nominative, personal entry cards to shareholders and require presentation of such cards on entry. The Board of Directors may, nonetheless, reduce or withdraw this time limit. All shareholders attending shareholder meetings by videoconferencing or telecommunications means enabling their identification shall be considered present when calculating quorum and majority. The Board of Directors shall organize, in accordance with prevailing laws and regulations, the attendance and vote of these shareholders at meetings by fitting-out a site entirely dedicated to this end; it will ensure, when the meeting is called, the effectiveness of means enabling the identification of shareholders and guaranteeing their effective participation at the meeting. Shareholders not domiciled in France may be represented by a registered intermediary in accordance with legal terms and conditions.”” In addition, the penultimate sub-paragraph of Article 29, paragraph 1, now reads as follows:

“Shareholders may, in accordance with the terms and conditions laid down in prevailing laws and regulations, submit a proxy or correspondence voting form for any shareholder meeting, either in paper form or, at the decision of the Board of Directors published in the Notice of meeting and convocation, by telecommunication means, on presentation of proof of entry in the Company’s share register, by 3 p.m., Paris time, on the day preceding the shareholders meeting. The Board of Directors may reduce this time limit for the receipt of voting forms.” Article 29, paragraph 2, sub-paragraph 1 is amended as follows: “An attendance register is kept at all meetings to record the names of shareholders present, considered present and represented at the meeting and the number of shares held.” Finally, paragraph 3 is amended as follows: “a) General rules Quorum at ordinary and extraordinary general meetings is calculated taking into account all shares bearing voting rights. b) Ordinary General Meetings Ordinary general meeting decisions voted by first meetings are only valid where shareholders present, considered present or represented hold at least the minimum fraction of total voting shares required by law. There are no quorum requirements for second meetings. c) Extraordinary General Meetings Extraordinary General Meeting decisions voted by first or second meetings are only valid where shareholders present, considered present or represented hold at least the minimum fraction of total voting shares required by law. (remainder of the Article unchanged)”

Notice of Meeting 2002

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Twelfth resolution Meeting quorum and majority Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 30 (formerly Article 28) of the bylaws as follows:

“4. The following majorities are required: Ordinary general meeting decisions are carried by the majority of votes held by shareholders present, considered present or represented. Extraordinary general meeting decisions are carried by a two-thirds majority of votes held by shareholders present, considered present or represented. In the event of a common stock increase by incorporation of profits or reserves, shareholders shall vote in accordance with the conditions of majority applicable to ordinary general meetings.”

Thirteenth resolution Accounting books and records Shareholders, deliberating in accordance with the rules of quorum and majority applicable to extraordinary general meetings and having taken due note of the Board of Directors’ report, hereby amend Article 33 (formerly Article 31) of the bylaws as follows:

“Article 33 – Accounting books and records Regular accounting records are kept of the Company’s operations, in accordance with the law, professional standard and common practice applicable to commercial companies. At each year end, the Board of Directors draws up an inventory of all Company assets and liabilities as of this date and prepares the company and consolidated financial statements required by law. These documents are made available to the Auditors in accordance with regulatory terms, conditions and time periods.”

Fourteenth resolution Powers Shareholders confer full powers on the holder of copies or extracts of the minutes of this meeting to file any necessary documents with the Trade Court and comply with all formalities.

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Frequently Asked Questions 1. Practicalities ■ Do I need to transfer my securities to a blocked account in order to vote? Procedures for attending shareholder meetings have been simplified. It is no longer necessary to transfer your securities to a blocked account prior to the meeting in order to vote on the resolutions. It is merely necessary to prove your capacity as a shareholder by 3 p.m. (Paris time) on the day preceding the shareholders’ meeting at the latest, that is Monday November 4, 2002. ■ Are there any other deadlines which I must take into account? 3 p.m. Monday November 4, 2002 (Paris time) is the deadline by which CCF (registrar bank) must be informed. We recommend that you contact your broker directly as he may require an additional period in order to transmit the information to CCF. ■ What conditions must be satisfied for the resolutions to be adopted? In the case of extraordinary resolutions, quorum is set at one third of voting rights at the first meeting and, failing this, one quarter of voting rights at the second meeting. Decisions must be approved by two-thirds of votes represented at the meeting.

■ Who should I contact for further information? Should you require, depending on your personal situation, additional information or further copies of the Notice of meeting or the voting or proxy form, please contact: Lafarge SA, Shareholder Relations Department, 61 rue des Belles Feuilles, BP 40 – 75782 Paris cedex 16 Telephone: +33 1 44 34 12 35 or: Innisfree M&A Incorporated, 39 King Street – London EC2V 8DQ Telephone: + 44 020 7710 9960 501 Madison Avenue – New York, NY 10022 Telephone: +1 212 750 5833 ■ Where should I send my voting or proxy form? We would remind you that pursuant to the bylaws and by decision of the Company’s Board of Directors, the correspondence voting and proxy form must be returned to the broker managing your shares in the case of bearer shares and to CCF in the case of registered shares.

2. The resolutions ■ What is the NER Law? The New Economic Regulations Law of May 15, 2001, known more commonly as the NER Law, deals in particular with: 1. attendance at shareholder meetings by the works council, 2. the executive bodies which manage limited liability companies 3. the prevention of conflicts of interest, 4. shareholder meetings, 5. shareholders and shareholder identification

■ Are the amendments presented to this Extraordinary General Meeting the same as those proposed in the Twelfth resolution presented to the Combined General Meeting of May 28? The Board of Directors decided to propose only those amendments mandatory under the Law, while the twelfth resolution presented to the Combined General Meeting of May 28 also proposed a number of amendments to the drafting of several resolutions.

Notice of Meeting 2002

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Q- What are the key amendments concerning shareholder meetings? From now on, all shareholders irrespective the number of shares they own are entitled to attend shareholder meetings. The ability for shareholders resident outside France to be represented at shareholder meetings by registered intermediaries is now provided for in the bylaws. Shareholders attending meetings by way of videoconferencing or other telecommunications means enabling their identification are taken into account when calculating quorum and majority. Q- Are the amendments governing attendance at shareholder meetings applicable to this meeting? No. Amendments to the bylaws must be approved by Extraordinary General Meeting before coming into force.

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Notice of Meeting 2002

Q- What will happen if a resolution is not adopted? The content of this resolution will be presented to a later shareholder meeting, as the amendments necessary to bring the bylaws into line with the Law of May 15, 2001 are mandatory. Q- As the amendments are mandatory under the Law why can they not be made directly? All amendments to the bylaws must be approved by shareholders in accordance with the terms and conditions governing Extraordinary General Meetings.

Document request form

DOCUMENT REQUEST FORM

Document request form To be returned directly to Corporate Headquarters: LAFARGE Service des Relations avec les actionnaires 61, rue des Belles Feuilles – BP 40 75782 PARIS CEDEX 16 - France

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Mr. / Mrs. / Miss Surname, first name : ................................................................................................................................................................................................................................................................................................ Full address :

.......................................................................................................................................................................................................................................................................................................................

...............................................................................................................................................................................................................................................................................................................................................................

pursuant to Article 138 of the Decree of March 23, 1967, I am writing* to Lafarge to request that all documents and information relating to the Combined General Meeting of November 5, 2002, as listed in Article 135 of this decree.

Documents requested

❏ in French

❏ in English

(delete as appropriate)

Date : ................................................. 2002

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* Pursuant to Article 138, paragraph 3 of the Decree of March 23, 1967, the registered shareholders may, if they have not already done so, obtain, on simple request, documents and information as listed in Articles 133 and 135 of this decree, during any future Shareholders’ Meeting

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Notice of Meeting 2002

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Materials for building our world French corporation (société anonyme) with a common stock of € 530,971,008 Registered office: 61, rue des Belles Feuilles BP 40 - 75782 Paris Cedex 16 - France Telephone: (33 1) 44 34 11 11 - Fax: (33 1) 44 34 12 00 542 105 572 RCS Paris www.lafarge.com