Statement by the Board of Directors of Scancem

Statement by the Board of Directors of Scancem On July 27, 1999, Heidelberger Zement Aktiengesellschaft ("Heidelberger") announced, through its wholly-owned Swedish subsidiary NEWCEM Holding AB, a public offering to shareholders of Scancem AB and holders of convertible debt instruments issued by Scancem AB ("Scancem") of SEK 397.30 per A series share, SEK 378.15 per B series share and SEK 378.15 for each convertible debenture with a nominal value of SEK 191. Scancem's Board of Directors has evaluated the public offering. This evaluation has led the Board to issue the following statement. Earlier this year, Scancem divested the Finnish companies Finnsementti and Lohja Rudus and their subsidiaries, to the Irish building materials company CRH plc. These divestments resulted in a capital gain of SEK 1.7 billion. Excluding this capital gain, we expect profits after financial items within our existing organizational structure to be in the range of SEK 1.5 billion for 1999. Calculations based on the current structure indicate an average annual profit increase of 15% over the next few years. The units within Scancem most expected to contribute to this positive earnings trend during this period are Scancem International, Castle Cement and Optiroc Group. Enskilda Securities AB ("Enskilda Securities"), which evaluated the public offering, on behalf of the Board, to Scancem's shareholders and to holders of convertible debt instruments issued by Scancem has, in its report to the Board, judged the offer of SEK 397.30 per A series share, SEK 378.15 per B series share and SEK 378.15 for each convertible subordinated debenture with a nominal value of SEK 191, to be reasonable from a financial standpoint. Based on the Board's evaluation of Scancem's potential for growth, combined with Enskilda Securities' statement, the Board recommends Scancem's shareholders and holders of convertible debt instruments to accept Heidelberger's public offering. Malmö August 18, 1999 Scancem AB Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/08/18/19990818BIT00240/bit0001.doc http://www.bit.se/bitonline/1999/08/18/19990818BIT00240/bit0002.pdf