Holcim shareholders approve all proposals at 2025 Annual General Meeting
Holcim shareholders approved all of the Board of Directors’ proposals at the Annual General Meeting that took place in Zug today, including a 99.75% vote in favor of the planned spin-off of Holcim’s North American business, to be named Amrize. Shareholders approved the proposed special distribution by way of a dividend-in-kind of one (1) Amrize Ltd share for every Holcim Ltd share to effect the spin-off.
The shares of Amrize Ltd are expected to be listed on the New York Stock Exchange and on the SIX Swiss Exchange, under the ticker symbol “AMRZ”, in June 2025. The dividend-in-kind, together with certain internal reorganization transactions undertaken in anticipation of the dividend-in-kind, is intended to be treated as a tax neutral restructuring for Swiss tax purposes and be tax-free for U.S. federal income tax purposes.
Holcim shareholders also approved the proposed 11% increase in dividend to CHF 3.10 per registered share of Holcim Ltd, which will be paid out of capital contribution reserves and is not subject to Swiss withholding tax.
Kim Fausing was elected as Chairman of the Holcim Board of Directors, taking over from Jan Jenisch, who is designated Chairman and CEO of Amrize. All members of the Holcim Board of Directors standing for re-election have been confirmed, and Adolfo Orive and Sven Schneider have been elected as new members. Jan Jenisch, Hanne Sørensen and Jürg Oleas did not stand for re-election.
Kim Fausing, Chairman of the Holcim Board of Directors: “I am honored to be taking over as Chairman from Jan Jenisch and grateful for the trust placed in me by Holcim shareholders. As Chairman and CEO of Holcim for over seven years, Jan has made Holcim a leading company in its financial performance, sustainability, innovation and culture. On behalf of the Board, I extend our deep thanks to Jan for his outstanding accomplishments. We also thank our outgoing Board members Hanne Sørensen and Jürg Oleas for their invaluable contributions. Building on Holcim’s record 2024 performance, the Board and I look forward to working with CEO Miljan Gutovic to continue driving value for all stakeholders.”
The Holcim Board of Directors now consists of 10 independent members: Kim Fausing (Chairman), Philippe Block, Leanne Geale, Catrin Hinkel, Naina Lal Kidwai, Ilias Läber, Michael H. McGarry, Adolfo Orive, Claudia Sender Ramirez and Sven Schneider. Shareholders confirmed the re-election of the following members of the Holcim Nomination, Compensation & Governance Committee: Ilias Läber, Michael H. McGarry and Claudia Sender Ramirez. Leanne Geale was newly elected to the Holcim Nomination, Compensation & Governance Committee. Claudia Sender Ramirez will serve as Chairwoman of the Committee.
Holcim shareholders approved the Annual Report 2024 as well as the annual financial statements of the Group and of Holcim Ltd. They also approved the Compensation Report 2024, Holcim’s Climate Report 2024 (the Group’s fourth) and the 2024 Report on Non-Financial Matters in advisory votes. In two separate binding votes, shareholders approved the total maximum amount of compensation to be paid to members of the Holcim Board of Directors for the period between the 2025 and 2026 Annual General Meetings, as well as the total maximum amount of compensation to be paid to members of the Holcim Executive Committee for the 2026 financial year.
Ernst & Young Ltd has been reappointed as auditors for the financial year 2025. The full results of the Annual General Meeting and speeches from the Chairman, CEO and CFO are available here.
About Holcim
Holcim is a global leader in innovative and sustainable building solutions with net sales of CHF 26.4 billion in 2024. Our 65,000 employees are driven by our purpose to build progress for people and the planet across our regions to improve living standards for all. We partner with our customers to offer the broadest range of advanced solutions, from sustainable building materials ECOPact and ECOPlanet, to our circular technology ECOCycle®, all the way to Elevate’s advanced roofing and insulation systems.
Learn more about Holcim on www.holcim.com, and by following us on LinkedIn.
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Important disclaimer
Forward-looking statements:
This media release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: the future commercial or financial performance or the anticipated benefits of, effects of or expected timetable for completing the spin-off; Amrize’s or Holcim’s expected areas of focus and strategy to drive growth and profitability and create long-term shareholder value; and any other statements regarding Amrize’s or Holcim’s future operations, anticipated business levels, planned activities, anticipated growth, market opportunities, strategies and other expectations. In addition, there is also no assurance that the spin-off will be completed within the envisaged time frame. We caution investors not to place undue reliance on any such forward-looking statements. Words such as “anticipate(s),” “expect(s),” “intend(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements.
These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Important factors that could cause actual results to differ from those in our forward-looking statements include, without limitation: 1) the effect of political, economic and market conditions and geopolitical events, 2) the logistical and other challenges inherent in our operations, 3) the actions and initiatives of current and potential competitors, 4) the level and volatility of, interest rates and other market indices, 5) the outcome of pending litigation, 6) the impact of current, pending and future legislation and regulation and 7) the risks described in Holcim’s annual report available on its website (www.holcim.com). In addition, no assurance can be given that any plan, initiative, goal, commitment, expectation, or prospect set forth in this media release can or will be achieved. With respect to the spin-off of Amrize, some of the other important factors that could cause Amrize’s actual results to differ materially from those included in any such forward-looking statements include, but are not limited to: factors related to the risk of an unexpected failure to complete, or unexpected delays in completing, the necessary actions for the planned separation or to obtain the necessary approvals or third party consents to complete these actions; the failure of Amrize to achieve some or all of the expected strategic benefits or opportunities expected from the separation; that Amrize may incur material costs and expenses as a result of the separation; that Amrize has no history operating as an independent, publicly traded company; and Amrize’s historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results; Amrize’s obligation to indemnify Holcim pursuant to the agreements entered into connection with the separation and the risk Holcim may not fulfill any obligations to indemnify Amrize under such agreements; that under applicable tax law, Amrize may be liable for certain tax liabilities of Holcim following the separation if Holcim were to fail to pay such taxes; the fact that Amrize may receive worse commercial terms from third-parties for services it presently receives from Holcim; that after the separation, certain of Amrize’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Holcim; potential difficulties in maintaining relationships with key personnel; or that Amrize will not be able to rely on the earnings, assets or cash flow of Holcim and Holcim will not provide funds to finance Amrize’s working capital or other cash requirements.
In addition to Holcim’s annual report, readers should also carefully review the “Risk Factors” section of the registration statement on Form 10 relating to the spin-off, which has been filed by Amrize with the SEC. The registration statement on Form 10 identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
The draft registration statement on Form 10 filed on 7 May 2025 reflects information as of the date it was filed and may not reflect the most recent information. The draft registration statement is subject to further changes that might be published from time to time.
Holcim shareholders should consult their tax advisors regarding the potential tax consequences of the special distribution to them in light of their particular circumstances.
The forward-looking statements in this media release reflect management’s judgment as of this date, and Holcim assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances. We make no representations or warranties as to the accuracy of any statements or information contained in this media release. This media release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.
