The Board of Directors of BUZZI UNICEM SpA, chaired by Sandro Buzzi, resolved today to propose to all holders of preferred stock of Dyckerhoff AG to exchange their shares for savings shares of Buzzi Unicem S.p.A. at a ratio of 2.4 (two point four) Buzzi Unicem savings shares for 1 (one) Dyckerhoff preferred share (i.e. 12 savings shares to 5 preferred shares).

The preferred shares subject to the offer represent 47.4% of Dyckerhoff AG's total share capital.

The savings shares offered in exchange by Buzzi Unicem S.p.A. will be newly issued. The Board of Directors will therefore propose to a Shareholders' Meeting called for the second half of July to increase Buzzi Unicem's capital stock by up to €28,148,047.20 through the issue of up to #46,973,412 savings shares. Pursuant to Art. 2441 paragraph 4° of the Italian Civil Code those shares will be reserved to the Dyckerhoff shareholders accepting the Offer and cannot be subscribed by current shareholders. The new savings shares would amount to up to 24.6% of the total Buzzi Unicem's share capital after the offer.

The proposed Stock Swap Tender Offer will create value for both the recipients and the issuer.

For Dyckerhoff's preferred shareholders, the offer means a significant premium over their current stock price, a higher dividend yield and a greater stock liquidity.

A success of the offer will add to Buzzi Unicem's leadership in Dyckerhoff, under a group vision and strategy; allow for more flexibilities in the search for value creative integration and synergies; notably lower the average carrying cost of the Dyckerhoff investment and, via the planned capital increase, significantly strengthen the group's capital structure.

A successful offer will bring no change to Buzzi Unicem's financial results and income outlook and indeed in perspective it will improve them.

On the day prior to this announcement the closing price was €8.15 for Dyckerhoff's preferred share and €5.74 for Buzzi Unicem savings share. In 2003 Dyckerhoff AG did not distribute dividend (the minimum legal dividend of € 0.13 per share is expected to be paid in 2004). In 2003 Buzzi Unicem paid to savings shares a dividend of €0.274. The exchange ratio represents a premium of 69.0% based on yesterday's closing price and of 139.0% based on the three months' average of the Dyckerhoff preference share.

The offer is aimed at the entirety of Dyckerhoff's preferred capital stock and in any event at a high portion thereof. Consequently the offer is subject to a minimum 50% of the total outstanding preferred shares being tendered, however with the option for Buzzi Unicem to also accept a lower number of tendered shares. The Offer duration will be agreed upon with the relevant German Authorities. Buzzi Unicem will apply for an extension of the period to file the offer document with the German authorities in order to match its shareholders meeting with the offer period, which is therefore expected to commence in August of 2003.

Buzzi Unicem is financially advised in this transaction by Banca IMI.

see also: www.buzziunicem-dyckerhoff.com