ordinary and extraordinary shareholdersâ€™ meeting

1

Ordinary and Extraordinary Ordinary and Extraordinary Shareholders’ MeetingShareholders’ Meeting

April 30, 2008

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dd ImerysImerys, world leader in , world leader in industrialindustrial mineralsminerals

dd 2007 2007 ResultsResults

dd First quarter 2008 First quarter 2008 ResultsResults and Outlookand Outlook

dd PresentationPresentation of of ResolutionsResolutions

dd Questions & Questions & AnswersAnswers

dd ResolutionsResolutions' Vote' Vote

3

Leading supplier of industrial minerals

d Essential raw material provided to a wide range of industrial sectors

Logistic Logistic

MiningProcess:

Beneficiate & Transform

4

Consumer goods 41%

d Hundreds of applications for daily lifeFused aluminum oxide for polishing computer screens

Diatomite to filter wine

Kaolin for coated papers

Carbonates for baby diaper

Carbonates for toothpaste

Ball clays for tableware

Graphite for batteries…

5

d Variety of products for every stage of construction work

Red clay for roof tiles and bricks in France

Kaolin for paint

Minerals for floor tiles

Fused aluminum oxide for sand paper

Carbonates additives for window profiles…

Construction 32% (renovation 15% / new 17%)

6

d Infinite usages in industrial equipment

Refractory linings for high temperature industries (steel, aluminum making)

Abrasives for polishing turbine blades

Refractory minerals for investment casting

Pigments for industrial plastics,…

Industrial goods 27%

7

Diversified geographic markets

d 20% of 2007 sales in emerging economies(1)

(1) Group sales 2007: €3,401.9 million(2) United States & Canada

55%Western Western EuropeEurope

North North AmericaAmerica(2)(2)

Japan /Japan /AustraliaAustralia

Emerging Emerging countriescountries

2006 2007

€555 million€555 million

€675 million€675 million+ 22% + 22%

5%5%

20%20%

55%

20%20%

8

Diversified markets(1)

55%55% 20%20% 25%25%

12%11%18%

9%5%13%

3%12%

1%12%

Consumer Goods

IndustrialEquipment

NewHousing

Renovation

WesternEurope

NorthAmerica Others

41%41%

27%27%

17%17%

15%15%

2%

2%

(1) Imerys estimates

9

A Imerys markets are well protected

A Steady organic growth

A Operating margin on existing assets is managed thanks to a strong pricing power and focus on productivity

A Strong recurring generation of free cash-flows

The ability to deliver strong and sustainable performances

10(1) Current operating income divided by average capital invested (includinggoodwill)

Sustainable operating performances

13.6%12.6%

11.9% 14.7% 14.3% 14.0% 14.1%13.6%

11.8%

16.3%14.9%

10.8%

15.0%14.5%

2001 2002 2003 2004 2005 2006 2007

Operating margin ROCE(1)

11

Strong recurring cash-flow generation

d Every year Imerys generates on average approx. €300 million of free cash flow to finance its development

184223 199

117

110

100 80208

195

30

0

50

100

150

200

250

300

350

2003 2004 2005 2006 2007

€ m

illio

ns

Current free cash flow Development capex

(1) ImerysImerys estimatesestimates

(1)(1)

214

333295 279

325

12

d Steady internal growth supported by an active capexpolicy

d Creating value through the acquisition and integration of medium and small size industrial minerals companies

d Large potential: broad universe of industrial mineral companies

d Imerys strong financial structure supports this strategy

Growing faster through internal and external development

13

Imerys growth strategy

d Reinforce Imerys leadership position on its existing markets

d Increase presence in "emerging economies" where growth pace is dynamic

d Enter into new industrial minerals and act as the consolidator for industrial mineral markets

All of this being done in a financially prudent way,

so as to insure long-term shareholder value creation

14

2007 acquisitions mainly focused on emerging countries

d Sales of more than €270 million and EBIT of approx. €30 million on a full year basis(2)

Vatutinski(Ukraine)

Jumbo Mining, ACE(India)

Perfiltra(Argentina)

Astron China(1), BaotouYilong, Xinlong, ZAF

(China)

B&B(South Africa)

UCM (UK,US)The

Feldspar Corp (US)

(1) Acquisition closed on February 5, 2008(2) Net of divestitures; including Astron China

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Value-creating cash flows for shareholders

€1,446 millionof cash flow available

for developmentTotal

2003-2007

40 acquisitions implemented since 2003 for a total amount of €881 million

€528 millioninvested into development capex

€467 million of dividend distributed, ie an average payout of de 36,5 %

Total2003-2007

16

Sound financial structure supporting development strategy

Net debt / Equity (%)

EBITDA Net debt Net debt/Ebitda

X %

501582582 597 643 647

986890

1,140 1,086

1,343

1.9x1.9x 1.7x1.7x2.1x2.1x

2.0x2.0x 1.5x1.5x

2003 2004 2005 2006 2007

67.6% 66.0%65.6%69.9% 80.7%

d Sound financial ratios

d Total financial resourcesof €2,328.9 million

d Average maturity 6.4 years vs. 4.6 years in 2006

new bond issue and renegotiation of credit lines in 1st half '07

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dd ImerysImerys, world leader in industrial minerals, world leader in industrial minerals






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d Paper: growth in global paper production, driven by Asia; capacity closures in Europe and the USA, leading to better supply/demand balance

d Performance Minerals: slight increase in Europe, further downturn in the US

d French Building Materials: stable roofing market and further market growth for bricks

d Refractories: markets driven by strong demand from high temperature industries

d Industrial equipment: buoyant markets supported by industrialization of emerging countries

Healthy markets overall in 2007

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d Unprecedent capital expenditure program€367 million(1), i.e. 186% of depreciation expense

Improve the competitiveness of existing assets (kaolin and filtration)

Increase capacities, particularly in emerging economies

Acquisition of new mineral reserves

d Faster external development12 operations for a total amount of €310 million(2)

Enhanced minerals portfolio: fused zircon

Greater exposure to growth in emerging countries

A year of development

(1) Booked capital expenditure (2) Including Astron China – acquisition closed on February 5, 2008;

net of divestments made during the period

2007

57%57%

43%43%

208

159

DevelopmentMaintenance

20

d Firm organic growth, high operating performance maintained

Sales and current operating income rose + 4.2% and + 7.9% at comparable Group structure and exchange rates

14.1% operating margin, 15.0% ROCE(1)

Continued high cash flow generation

d Substantial exchange rates impact and inflation in some cost factors during 2nd half

Continued depreciation of US dollar vs. euro average - 9.1% vs. 2006 (1.37 vs. 1.26)

d 16th year in a row of growth in net current income per share + 3.0%

Another year of growth

(1) Current operating income divided by average capital invested (including goodwill)

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Firm organic growth

(€ millions)

3,288.1

+ 77.7+ 79.1

((-- 3.1%)3.1%) (+ 2.4%)(+ 2.4%)

3,401.9

2006 sales Group structure

(net)

Exchange rates

Volumes Price/Mix 2007 sales

(+(+ 2.4%)2.4%)

- 102.1+ 59.1

(+ 1.8%)(+ 1.8%)

+ 4.2% at comparable Group + 4.2% at comparable Group structure and exchange rates structure and exchange rates

Expected Expected fullfull--year impact year impact = €270 million= €270 million

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Sales by business group

+ 4.2%+ 4.2%

+ 3.5%+ 3.5%

+ 9.1%+ 9.1%

+ 0.8%+ 0.8%

+ 2.6%+ 2.6%

Comparable Comparable changechange(2)(2)

+ 4.7%+ 4.7%1,238.91,297.2Ceramics, Refractories, Abrasives & Filtration

+ 3,5%+ 3,5%

+ 9,7%+ 9,7%

-- 3.1%3.1%

-- 2.1%2.1%

CurrentCurrentchangechange

935.11,025.7Materials & Monolithics

3,288.1

1,138.3

762.7

20062006

3,401.9Imerys Group (1)

1,103.1

746.4

Performance Minerals& Pigments

- Of which Pigments for Paper

20072007((€€ millions)millions)

(1) After holdings & eliminations(2) At comparable Group's structure and exchange rates

23

Higher operating performance

d 14.1% operating margin (14.0% in 2006)

(€ millions)

COI 2006

Group structure

(net)

Exchange rates

Volumes Other COI 2007

Price/Mix Variable costs

Fixed costs & overheads

+ 7.9% at comparable Group structure + 7.9% at comparable Group structure and exchange ratesand exchange rates

Expected fullExpected full--year impact year impact = €30 million= €30 million

458.8

- 9.5- 34.1+ 22.9+ 7.7

+ 61.4

- 4.6 478.3

- 24.3

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Operating performances by business group

+ 7.9%+ 7.9%

+ 2.6%+ 2.6%

+ 9.0%+ 9.0%

+ 14.3%+ 14.3%

+ 20.2%+ 20.2%

Comparable Comparable changechange(2)(2)

+ 1.1%+ 1.1%170.8172.7Ceramics, Refractories, Abrasives & Filtration

+ 4.3%+ 4.3%

+ 9.8%+ 9.8%

+ 1.3%+ 1.3%

+ 5.0%+ 5.0%

CurrentCurrentchangechange

214.4235.4Materials & Monolithics

458.8

103.7

76.7

20062006

478.3Imerys Group (1)

105.0

80.5

Performance Minerals& Pigments

- Of which Pigments for Paper

20072007((€€ millions)millions)

(1) After holdings & eliminations(2) At comparable Group's structure and exchange rates

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Growth in net income from current operations

d Stable tax rate at 26.0% vs. 25.8% in 2006

2.64.2Minority interests & equity method

308.3

(106.4)

(46.7)

458.8

20062006

+ 2.7%+ 2.7%316.7Net income from current operations(1)(2)

(110.1)Current income tax

(55.7)Financial income (expense)

+ 4.3%+ 4.3%478.3Current operating income

ChangeChange20072007((€€ millions)millions)

(1) Net income before other operating revenue and expenses, net(2) Group's share

26

Net income

(1) Net operating income before other operating revenue and expenses, net(2) Group's share

(120.9)

(87.0)

(33.9)

(32.5)

––

(32.5)

Other income and expense, net(2), of which:• Value adjustments and restructuring expenses

relating to UK plan, net of tax• Revenues from divestments, other value

adjustments and restructuring expenses, net of tax

187.4

308.3

20062006

n.a.n.a.284.2Net income(2)

+ 2.7%+ 2.7%316.7Net income from current operations(1)(2)

Change Change 20072007((€€ millions)millions)

d Restructuring of Performance Minerals US industrial assets

27

Change in net debt

+ 116-- 15 15

1,086+ 233

+ 208

+ 159

-- 490490

-- 1414

1,343

Net Net DebtDebt31/12/200631/12/2006

Cash flow generated

by activite

s

Change in W

CR

Maintenance Capex

Capex payables

Development capex

Acquisitions

Dividend

Shareby-backs

Other Net Net DebtDebt31/12/31/12/20072007

+ 20

+ 40(€

mill

ions

)

€325 millionof available cash flow

€ 441 millionused

for development

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Further rise in dividend per share

(1) Proposed to the General Shareholders’ Meeting on April 30, 2008

Net income from current operations per share

Dividend per share

+ 5.6% vs. 2006+ 5.6% vs. 2006

2007 payout 2007 payout 38% of net 38% of net

current incomecurrent income

+ 3.0% vs. 2006+ 3.0% vs. 2006€4.86

€4.53€4.12

€3.48

€1.80€1.65

€1.50€1.25

2003 2004 2005 2006 2007

€5.00

€1.90(1)+ 52 % since 2003

+ 52 % since 2003

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Organization

d Jérôme Pecresse appointed Chief Operating Officer of Imerys will assist CEO Gérard Buffière in:

defining and implementing the Group’s strategy

reviewing major reorganization and capital expenditure projects

d Group operational organization modified in four business groups

Minerals for Ceramics, Refractories, Abrasives & Foundry is comprised of the Minerals for Ceramics, Minerals for Refractories, Fused Minerals and Graphite

Performance & Filtration Minerals is comprised of Performance Minerals and Minerals for Filtration activities

Pigments for PaperMaterials & Monolithics

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d Contrasting markets with slight overall growth

d Acquisition of Astron China closed on February 5, 2008

d Gradual integration of acquisitions made since 2007 (sales(1): + 43.5 M€, COI(1): + 4.3 M€)

d Heavy exchange rate impact Depreciation of US dollar vs. euro: - 14.3% on average vs. Q1 '07 (1.50 vs. 1.31)

1st quarter 2008 highlights

(1) Net of divestments in 2007

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d Continued firm organic growthSales up + 3.9%, i.e. + 3.2% at comparable Group structure and exchange rates

Growth driven by vitality of emerging economies + 26% vs. Q1 2007 (21% of Group’s sales, ahead of North America (18%))

d Current operating income up + 3.6%, i.e. + 6.1% at comparable Group structure and exchange rates

High inflation in variable costs more than offset by increased prix/mix component

First effects of fixed cost optimization plans

1st quarter 2008 performance

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Sales growth

+ 5.1%+ 5.1%- 4.4% - 0.4% + 3.6%

849.1

+ 30.8

- 3.7

- 37.9+ 43.5

881.8

Q1 '07 sales Structure Exchange rates

Volumes Price/Mix Q1 '08 sales

(€ m

illio

ns)

+ 3.2% at comparable Group + 3.2% at comparable Group structure and exchange ratesstructure and exchange rates

34

490 493

174 160

38 44

147 185

Q1 2007 Q1 2008

Emerging countriesEmerging countries

Japan/AustraliaJapan/Australia

North AmericaNorth America

Western Europe Western Europe

+ 15%+ 15%

-- 8%8%

+ 1%+ 1%

+ 26%+ 26%

Vitality of emerging economies

d Sales by geographic zone (€ millions)

35

Sales by business group (€ millions) (1/2)

Healthy overall market trendsIntegration of acquisitionsImprovement in price/mix and volumes

d Minerals for Ceramics, Refractories, Abrasives & Foundry

(1)(1) At comparable structure and exchange rates

+ 13.6%, i.e. + 6.3%on comparable basis(1)

253.6

+ 15.8

- 12.7

+ 31.4 288.1

Q1 '07 sales

Structure Exchange rates

Organic growth.

Q1 '08 sales

d Performance Minerals & Filtration141.2 + 2.7

- 11.7 - 2.7

129.5

Q1 '07 sales


Organic growth

Q1 '08 sales

- 8.3%, i.e. - 1.9%on comparable basis(1)

Contrasting marketsCompletion of Minerals for Filtration plan in Q2Improvement in price/mix but decrease in volumes

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Sales by business group (€ millions) (2/2)

Growth in world paper production driven by dynamic Asia-Pacific zoneProduction transfer completed. Economic optimization of new platformImproved price/mix, firm volumes

d Pigments for Paper

(1)(1) At comparable structure and exchange rates

d Materials & Monolithics Slight decrease in new single-family housing (notably due to 2 fewer days in March) offset by renovation; firm refractory marketsFurther growth in clay bricks and successful integration of ACE (India)

- 2.3%, i.e. + 3.9% on comparable basis(1)

204.6

- 0.8

- 11.8

+ 7.9

Q1 '07 sales

Structure Exchangerates

Organic growth

Q1 '08 sales

199.9

+ 6.1%, i.e. + 3.0%on comparable basis(1)

258.8+ 10.2

- 2.4

+ 7.9

Q1 '07 sales


Organic growth

Q1 '08 sales

274.5

37

Growth in operating results

d + 3.6% growth in current operating income Heavy negative impact of exchange rates - 6.4%

Significant Group structure impact + 3.9%

d + 6.1% growth allowing for exchange rates and Group structure effects

High inflation in variable costs (raw materials, logistics and energy) more than offset by improved prices and product mix

Very slight decrease in volumes

First benefits of optimization plans begun since 2006

d Operating margin stable at 13.0% (13.5% at comparable Group structure and exchange rates)

38

Growth in net income from current operations and net income

d Stable financial expense thanks to exchange rate gainsd Stable tax rate at 28%

+ 1.1%+ 1.1%65.666.3Net income

(2.7)(6.4)Other income and expense, net

68.3

(26.6)

(15.9)

111.1

Q1 2007Q1 2007

+ 6.4%+ 6.4%72.7Net income from current operations, Group share(1)(2)

(27.8)Current tax

(15.9)Financial income (expense)

+ 3.6%+ 3.6%115.0Current operating income

ChangeChangeQ1 2008Q1 2008((€€ millions)millions)

(1) Of which minority interests and share in income of affiliates(2) Net income before other operating income and expense, net

39

2008 Outlook

d Improvement in Imerys’ competitiveness and fixed cost base in kaolin for paper and Filtration Minerals

d Contribution of acquisitions made since beginning of 2007

d Greater presence in fast-growing emerging economies

d Continued capital expenditure: production capacity increases in growing sectors

40

2008 Outlook

d Ability to offset inflation in variable costs by price rises

d Market diversification By sector

By region

d Strict, dynamic managementEnhanced control of industrial costs in all divisions

Following the change of organization in February, study on the Group's structure optimization

41

2008 Outlook

d Macroeconomic environment is uncertain

Growth in global economy

Exchange rates

Energy price trends

d Imerys has the strengths needed to continue its development

42






dd ResolutionsResolutions' Vote ' Vote

43

Agenda of the Shareholders’ General Meetingof April 30, 2008Ordinary Partd Approval of the Company’s management and annual financial

statements and the Group’s consolidated financial statements for 2007d Allocation of earnings and setting of dividend at €1,90d Approval of regulated agreements and commitmentsd Renewal of 5 Directors’ term of office d Authorization given to the Company to buy back its own shares

Extraordinary Part

d Renewal of the authorizations given to the Board of Directors to grant to employees and officers of the Group:

- options for subscription or purchase of the Company’s shares- free Company’s shares

d Powers

44

2007 management and financial statements / allocation of earnings and setting of dividend (Resolutions 1 to 3)

d Approval of the Company’s management and financial statements(1st resolution) and the Group’s consolidated financial statements(2nd resolution) for 2007

d Allocation of earnings and setting up of dividend (3rd resolution)

net income for financial year 2007 €50,239,677retained earnings + €419,498,633

____________________________total distribuable amount = €469,738,310payment of dividend of €1,90 per sharefor 63,126,856 existing shares as on 01/01/2008 €(119,941,026)

____________________________leaving retained earnings of = €349,797,284

d Dividend payment date: as from May 13, 2008

45

Regulated agreements and commitments concludedby the Company (Resolutions 4 to 6)

d Continuation in 2007 of the strategic consulting services agreement concluded with Pargesa (4th resolution) Agreement terminated as of January 1st, 2008

d Regulated commitments authorized by the Board of Directorspursuant to the new French law (TEPA):

amendments to the collective supplementary pension plan with defined benefits set up in 1985 of which the Chief Executive Officer and the Chief Operating Officer are among the beneficiaries (5th resolution)

amendment to the Chief Executive Officer’employment contract concluded in 1998 and currently suspended. Inclusion, in particular, of performance criteria to the grant of a departure indemnity to be paid in case of termination of this contract at the Company’sinitiative (6th resolution)

46

Composition of the Board of Directors(Resolutions 7 to 11)

d Renewal for a period of 3 years of the term of office of Messrs.:Aimery LANGLOIS-MEURINNE (7tn resolution), Gérard BUFFIERE (8th resolution), Aldo CARDOSO (9th resolution), Maximilien de LIMBURG STIRUM (10th resolution), Jacques VEYRAT (11th resolution)

d Composition of the Board of Directors after the General Meeting:Members of the Board independent end of term

or dependentAimery Langlois-Meurinne, Chairman D 2011Gérard Buffière, CEO D 2011Aldo Cardoso I 2011Maximilien de Limburg Stirum D 2011Jacques Veyrat I 2011Jean Monville I 2010Grégoire Olivier I 2010Robert Peugeot I 2010Thierry de Rudder D 2010Paul Desmarais, Jr., Vice-Chairman D 2010Jacques Drijard D 2009Jocelyn Lefebvre D 2009Eric Le Moyne de Sérigny D 2009Gilbert Milan I 2009

14 members 8 6

47

Renewal of the authorization given to the Companyto buy back its own shares (Resolution 12)

d Objectives of the authorization:ensuring the liquidity of the market through a liquidity contractemployees’participation in shareholding plans set up by the Company, grant of share purchase options or free shares to employees and officers of the Companydelivery or exchange of shares with respect to external growth operationscancellation of the re-purchased shares to offset dilution resulting from the exercise of share subscription options

d Implementation terms, conditions and limits:for a period of 18 months, i.e until October 30, 2009maximum purchase price: €110within the limit of 10 % of share capital as of 01/01/2008, i.e 6,312,685 sharesfor a maximum investment amount of M€694,4 considering the maximum purchase price per share and the maximum number of shares which could bepurchased

48

Share subscription or purchase options and allotmentof free shares (Resolutions 13 to 14)

d Authorizations given to the Board of Directors to make allotmentsto employees and officers of the Group of:

share subscription or purchase options (13th resolution)free shares (14th resolution)

d Implementation conditions and limits:for share subscription or purchase options:

– exercise period: 10 years

– exercise price set up without discount in accordance with Company’s practices

for free shares:– vesting period and compulsory holding period set up by the Board of Directors

according to the regulations in force (current minimum: 4 cumulated years)

overall grant limit set at nominal capital amount of M€7,4 (i.e 3,700,000 shares)grants being subject to performance criteria, as the case maybeauthorizations valid until: June 30, 2011

49

Questions & Questions & AnswersAnswers

Ordinary and ExtraordinaryShareholders’ Meeting

April 30, 2008


April 30, 2008

50

ResolutionsResolutions' Vote ' Vote


April 30, 2008


April 30, 2008

51

Resolutions’ vote (Ordinary part)

dd 11stst resolutionresolution:: Approval of management and financial statementsfor financial year 2007

dd 22ndnd resolutionresolution:: Approval of consolidated financial statementsfor financial year 2007

dd 33rdrd resolutionresolution:: Allocation of Allocation of earningsearnings and and determiningdetermining of of dividenddividendof €1.90of €1.90

52

Resolutions’ vote (Ordinary part)

dd 44thth resolutionresolution:: Approval of regulated agreements and commitmentsentered into or performed during the financial year2007

dd 55thth resolutionresolution:: Approval of a regulated agreement for the benefitof corporate officers

dd 66thth resolutionresolution:: Approval of the amendments made to the ChiefExecutive Officer’s employment contract pursuantto the provisions of article L.225-42-1

53

Resolutions’ Vote (Ordinary part)

dd 77th toth to 1111thth resolutionsresolutions :: Renewal of the term of office as Director of:

77th th resolutionresolution:: Mr. Aimery LANGLOIS-MEURINNE

88thth resolutionresolution:: Mr. Gérard BUFFIERE

99th th resolutionresolution:: Mr. Aldo CARDOSO

1010thth resolutionresolution:: Mr. Maximilien de LIMBURG STIRUM

1111th th resolutionresolution:: Mr. Jacques VEYRAT

dd 1212thth resolutionresolution: : Renewal of the authorization givento the Company to buy back its own shares

54

Resolutions’ Vote (Extraordinary part)

dd 1313th th to 14to 14thth resolutionsresolutions: : Renewal of the authorizations givento the Board of Directors to make allotmentsto employees and executives of the Group of:

1313thth resolutionresolution: : share subscription or purchase options

1414thth resolutionresolution: : free shares

55

Resolutions’ Vote (Ordinary part)

1515thth resolutionresolution:: Powers

56

Ordinary and Extraordinary Ordinary and Extraordinary Shareholders’ MeetingShareholders’ Meeting

April 30, 2008

ordinary and extraordinary shareholdersâ€™ meeting

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