Martin Marietta Materials, Inc. to Nominate Independent Directors

Posted January 24, 2012

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Edward A. Blechschmidt

Proposes Five Highly Qualified and Independent Nominees to Represent Best Interests of Vulcan Shareholders

RALEIGH, N.C.--(BUSINESS WIRE)--Martin Marietta Materials, Inc. (NYSE: MLM) today announced that it has delivered notice to Vulcan Materials Company (NYSE: VMC) of its proposal to nominate five independent director candidates for election to Vulcan's Board of Directors at its 2012 Annual Meeting and has filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the proposal. Martin Marietta's nominees are proposed to fill the Vulcan directorships whose terms are scheduled to expire in 2012. The nominees are:

• Edward A. Blechschmidt - Former Chief Executive Officer of Novelis, Inc. and Gentiva Health Services

• Philip R. Lochner, Jr. - Former SEC Commissioner and Chief Administrative Officer of Time Warner Inc.

• Edward W. Moneypenny - Former Chief Financial Officer of 7-Eleven, Inc., Florida Progress Corporation and Oryx Energy Company

• Karen R. Osar - Former Chief Financial Officer of Westvaco Corporation, MeadWestvaco Corporation and Chemtura Corporation

• V. James Sardo - Chairman of Capstone Infrastructure Corporation

Ward Nye, Martin Marietta President and Chief Executive Officer, said, "We believe Vulcan shareholders should have the opportunity to realize the substantial immediate and long term benefits of an approximate 58% ownership interest in the combined Martin Marietta and Vulcan. The nominees proposed by Martin Marietta are highly-qualified professionals with proven track records and experience serving on public company boards, and we believe they will consider our business combination proposal in an independent manner and in accordance with their fiduciary duties under applicable law."

As previously announced, on December 12, 2011, Martin Marietta commenced an exchange offer in which each outstanding share of Vulcan will be exchanged for 0.50 of a Martin Marietta share. The offer represents a premium for Vulcan shareholders of 15% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 10-day period ended December 9, 2011 and 18% to the average exchange ratio based on the closing share prices for Vulcan and Martin Marietta during the 30-day period ended December 9, 2011. Martin Marietta also intends to maintain the dividend for the combined company at Martin Marietta's current rate of $1.60 per Martin Marietta share annually, or the equivalent of $0.80 per Vulcan share annually, based on the proposed exchange ratio. This dividend rate is 20 times Vulcan's current level. More information about the offer is available at www.aggregatesleader.com.

About the Nominees

Martin Marietta proposes to nominate the following five candidates for election to Vulcan's Board of Directors:

Edward A. Blechschmidt (59) has led several public companies as Chief Executive Officer. From 2006 through its sale in 2007, Mr. Blechschmidt served as Chief Executive Officer of Novelis, Inc., the global leader in aluminum rolled products and aluminum can recycling. Prior to that, he served as Chief Executive Officer of Gentiva Health Services, the nation's leading provider of specialty pharmaceutical and home health care services from 2000 to 2002. Mr. Blechschmidt holds a BS in Business from Arizona State University.

Philip R. Lochner, Jr. (68) was employed by Time Inc. from 1978 through 1990 and ultimately served as General Counsel and Secretary. From 1990 to 1991, Mr. Lochner served as a Commissioner of the U.S. Securities and Exchange Commission, before returning to Time Warner Inc. as Senior Vice President and Chief Administrative Officer, a position he held until 1998 when he retired from that company. Mr. Lochner also previously served as a member of the Board of Governors of the National Association of Securities Dealers and of the American Stock Exchange. Mr. Lochner holds a BA from Yale College, an LLB from Yale Law School, and a PhD from Stanford University.

Edward W. Moneypenny (69) has held chief financial positions at several large companies, most recently at 7-Eleven, Inc., a worldwide chain of convenience stores (2002 to 2006) and at two former Fortune 500 companies, Florida Progress Corporation (1999 to 2000) and Oryx Energy Company (1988 to 1999). Mr. Moneypenny holds an MS in Accounting Science from University of Illinois in Champaign, Illinois, and a BS in Accounting from St. Joseph's University in Philadelphia, Pennsylvania and is a certified public accountant (inactive).

Karen R. Osar (62) previously served, from 2004 through 2007, as Chief Financial Officer of Chemtura Corporation, a specialty chemicals company, and as Chief Financial Officer of Westvaco Corporation and MeadWestvaco Corporation from 1999 through 2003. Ms. Osar holds a BA from Smith College and an MBA from Columbia University.

V. James Sardo (68) has diversified international experience as President/CEO of several publicly held companies or subsidiaries, including Royal Group Technologies Limited, Moore Corporation LTD. and Bridgestone/Firestone, Inc. Mr. Sardo holds a BA from the University of Western Ontario and an MBA from McMaster University in Ontario, Canada.

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