The Holcim Annual General Meeting (AGM) will take place on 14 May 2025 at 9am CEST at Bossard Arena in Zug, Switzerland.
Dividend proposal
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 approved by shareholders, the dividend will be paid out of foreign capital reserves from tax capital contributions and is not subject to Swiss withholding tax.
Dividend-in-kind to effect the spin-off of Amrize
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 by way of a 100% spin-off of Holcim’s North American business, to be named Amrize, which Holcim believe will unlock new value for all shareholders. As distinct, independently traded entities, Holcim and Amrize will both benefit from a sharpened strategic and operational focus, with dedicated management teams to capitalise on the unique opportunities in their respective markets.
Amrize is to be listed, under the symbol “AMRZ”, on the New York Stock Exchange and on the SIX Swiss Exchange.
The spin-off is expected to be tax neutral for Swiss tax and US federal income tax purposes.
If approved by shareholders at the AGM, the spin-off is expected to occur in June 2025, subject to satisfaction of certain conditions as set out in the AGM invitation. Holcim will provide further updates as additional information becomes available.
An updated version of the Form 10 registration statement including Amrize financial information for Q1 2025 is expected to be filed in May 2025 prior to the AGM.
Board of Directors changes
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 all for their dedicated service and outstanding accomplishments.
Holcim’s Board of Directors is proposing 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 member of Holcim’s Board of Directors since 2020.
The Board of Directors proposes Adolfo Orive and Dr. Sven Schneider as new independent members of the Board of Directors. Adolfo Orive, President & CEO of Tetra Pak since April 2019, brings to the Board of Directors extensive experience in leading businesses at the country and regional level. 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 members of the Board of Directors are standing for re-election. With the proposed nominations, the Holcim Board of Directors will comprise 10 members, all of whom are independent.
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