The Holcim Annual General Meeting (AGM) will take place on 14 May 2025 at 9 a.m. CEST at Bossard Arena in Zug, Switzerland. The AGM, which is held in German and partially in English, will also be broadcast live and translated simultaneously into German and English at www.holcim.com/agm.
The AGM invitation, including information on voting procedures and all individual agenda items, as well as supporting documents, is available at www.holcim.com/agm. Holcim previously announced key items proposed to shareholders in media releases published on 10 January, 28 February, and 25 March 2025.
The Board of Directors proposes a dividend of CHF 3.10 per registered share of Holcim, an 11% increase over the prior year following Holcim’s record 2024 performance. If shareholders approve, the dividend will be paid from foreign capital reserves from tax capital contributions and is not subject to Swiss withholding tax.
The Board of Directors proposes a special distribution, by way of a dividend-in-kind, of one (1) Amrize share for every Holcim share. This vote will enable Holcim to effect the planned capital market separation through a 100% spin-off of Holcim’s North American business (Amrize), which the Group believes will unlock new value for all shareholders. As distinct, independently traded entities, Holcim and Amrize will benefit from a sharpened strategic and operational focus, with dedicated management teams to capitalize on the unique opportunities in their respective markets.
Amrize will be listed on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “AMRZ.”
The spin-off is expected to be tax-neutral for Swiss tax and U.S. federal income tax purposes.
If approved by shareholders at the AGM, the spin-off is expected to occur in June 2025, subject to the satisfaction of certain conditions set out in the AGM invitation. Holcim will provide further updates as additional information becomes available.
Further details on the spin-off can be found at www.holcim.com/agm in:
- the AGM invitation
- the shareholder information brochure “Proposed spin-off of Amrize”
- the draft Form 10 registration statement filed with the U.S. Securities and Exchange Commission (SEC) on 28 February 2025, available on Holcim’s spin-off investor webpage (www.holcim.com/draft-registration-statement) and at www.sec.gov.
An updated version of the Form 10 registration statement, including Amrize’s financial information for Q1 2025, is expected to be filed in May 2025 before the AGM.
Following his appointment as designated Chairman and CEO of Amrize, Jan Jenisch will not stand for re-election. After 12 years on the Board of Directors, Hanne Sørensen will not stand for re-election. Hanne served as Vice-Chairwoman of the Board of Directors, Chair of the Nomination, Compensation & Governance Committee, and ensured strong independent checks and balances as Lead Independent Director. Jürg Oleas will also not stand for re-election at the AGM after being appointed as a designated member of the Board of Directors of Amrize. The Board of Directors thanks them for their dedicated service and outstanding accomplishments.
Holcim’s Board of Directors proposes Kim Fausing as Chairman of the Board of Directors. Kim, President & CEO of Danfoss since 2017, is a highly successful senior manager and has been a valuable Holcim’s Board of Directors member since 2020.
The Board of Directors proposes Adolfo Orive and Dr. Sven Schneider as new independent members. Adolfo Orive, President and CEO of Tetra Pak since April 2019, brings extensive experience leading businesses at the country and regional levels to the Board of Directors. Dr. Sven Schneider, CFO of Infineon since 2019, is a highly experienced and well-rounded financial leader with a proven track record in managing large-scale operations.
All other Board members are standing for re-election. With the proposed nominations, the Holcim Board of Directors will comprise 10 independent members.
