Extraordinary General Meeting of Holcim Ltd on May 8, 2015
In view of the intended merger with Lafarge the Board of Directors of Holcim is inviting the shareholders of the Company to attend the extraordinary Shareholders' Meeting in order to vote on merger related issues, including on the capital increases required for the launch of the public exchange offer by Holcim for all issued and outstanding shares in Lafarge and to decide, subject to the successful completion of the exchange offer, on the election of new members to the Board of Directors.
The extraordinary Shareholders' Meeting will take place on May 8, 2015, at 10:00 a.m., at Messe Zurich, Wallisellenstrasse 49, Zurich, Switzerland. The invitations will be published in the Swiss Official Gazette of Commerce and send out to the shareholders today.
Under Agenda Item 1.1 the Board of Directors proposes to the shareholders that the Company's share capital be increased by way of an ordinary increase in the share capital under exclusion of the pre-emptive rights of the existing shareholders of the Company in order to be able to deliver new shares of the Company required for the acquisition of the Lafarge shares tendered in the exchange offer.
Under Agenda Item 1.2 the Board of Directors proposes the creation of authorized share capital under exclusion of the pre-emptive rights of the existing shareholders in order to be able to deliver new Holcim Ltd shares required for the acquisition of the Lafarge shares tendered in the re-opened exchange offer in the event that the completion of the re-opened exchange offer takes place after the expiry of the three-months period pursuant to art. 650 para. 1 CO. In addition, subject to Lafarge shareholders tendering to the (re-opened) exchange offer at least 95 percent of the outstanding share capital of/or voting rights in Lafarge, the authorized share capital may also be used as consideration in connection with a squeeze-out procedure implemented in accordance with the General Regulations of the Autorité des Marchés Financiers.
Under Agenda Item 2 the Board of Directors proposes the creation of authorized share capital in order to allow for the distribution of a stock dividend to all shareholders of the Company.
Under Agenda Item 3 the Board of Directors proposes to change the corporate name of Holcim Ltd to LafargeHolcim Ltd and to rename the “Nomination & Compensation Committee” to “Nomination, Compensation & Governance Committee” and to amend the Company’s Articles of Incorporation accordingly. These changes will become effective only upon completion of the exchange offer.
Under Agenda Item 4 the Board of Directors proposes for election to the Board of Directors: Bertrand Collomb, Philippe Dauman, Paul Desmarais, Jr., Oscar Fanjul, Bruno Lafont, Gérard Lamarche and Nassef Sawiris. The elections will become effective only upon the effective closing of the exchange offer. Further and subject to the effective completion of the exchange offer, Anne Wade and Jürg Oleas will resign from their office as members of the Board of Directors with effect as of such date.
Under Agenda Item 5 the Board of Directors proposes for election as new members to the “Nomination, Compensation & Governance Committee”: Paul Desmarais, Jr. and Oscar Fanjul. Subject to the effective completion of the exchange offer, Thomas Schmidheiny and Hanne Birgitte Breinbjerg Sørensen will resign from their office as members of the Nomination & Compensation Committee. The elections of the new members to the “Nomination, Compensation & Governance Committee” will only become effective upon successful completion of the exchange offer and subject to their election as new member to the Board of Directors pursuant to Agenda Item 4.
Under Agenda Item 6 the Board of Directors proposes to approve the maximum amount of compensation for the members of the Board of Directors and of the Executive Management. All resolutions regarding the proposals under Agenda Items 1 to 6 are subject to the successful completion of the exchange offer.
The Board of Directors of Holcim is convinced of the strategic and economic success of the merger with Lafarge and recommends to the Holcim shareholders to support the exchange offer and to approve all Agenda Items.
The invitation to the extraordinary Shareholders’ Meeting as well as explanatory information on the individual Agenda Items is available on the Holcim website via the following link: www.holcim.com/agm. Detailed information regarding the merger between Holcim and Lafarge are included in the “Shareholder Information on the proposed ‘Merger of Equals’ between Holcim Ltd and Lafarge S.A.” which is available at www.holcim.com/agm.
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Holcim is one of the world's leading suppliers of cement and aggregates (crushed stone, gravel and sand) as well as further activities such as ready-mix concrete and asphalt including services. The Group holds majority and minority interests in around 70 countries on all continents.
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