Holcim publishes agenda for 2025 Annual General Meeting

• The Board of Directors proposes a dividend of CHF 3.10 per registered share, up 11% following record 2024 performance
   
• The Board of Directors proposes a dividend-in-kind to effect the spin-off of Amrize
   
• Kim Fausing proposed as Chairman of the Board of Directors, succeeding Jan Jenisch
   
• Adolfo Orive and Dr. Sven Schneider proposed as new independent members of the Board of Directors
   

The LafargeHolcim Annual General Meeting (AGM) will take place on 14 May 2025 at 9am 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, are available at www.holcim.com/agm. Key items proposed to shareholders have been previously announced by LafargeHolcim in media releases published on 10 January, 28 February and 25 March 2025.

Dividend proposal

The Board of Directors proposes a dividend of CHF 3.10 per registered share of LafargeHolcim , an 11% increase over the prior year following LafargeHolcim ’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 LafargeHolcim share. This vote will enable LafargeHolcim to effect the planned capital market separation by way of a 100% spin-off of LafargeHolcim ’s North American business, to be named Amrize, which we believe will unlock new value for all shareholders. As distinct, independently traded entities, LafargeHolcim and Amrize will both benefit from a sharpened strategic and operational focus, with dedicated management teams to capitalize 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 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 satisfaction of certain conditions as set out in the AGM invitation. LafargeHolcim 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 LafargeHolcim ’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 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.

LafargeHolcim ’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 LafargeHolcim ’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 LafargeHolcim Board of Directors will comprise 10 members, all of whom are independent.

About LafargeHolcim :
LafargeHolcim 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 LafargeHolcim 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 expected areas of focus and strategy to drive growth and profitability and create long-term shareholder value; and any other statements regarding Amrize’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 or that LafargeHolcim ’s Board of Directors will continue to pursue the spin-off (even if there are no impediments to completion). 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, and 6) the impact of current, pending and future legislation and regulation. 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. 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 LafargeHolcim pursuant to the agreements entered into connection with the separation and the risk LafargeHolcim 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 LafargeHolcim following the separation if LafargeHolcim 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 LafargeHolcim ; 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 LafargeHolcim ; 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 LafargeHolcim and LafargeHolcim will not provide funds to finance Amrize’s working capital or other cash requirements.

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 28 February 2025 reflects information as of the date it was filed and may not reflect the most recent information. The draft SEC Registration Statement is currently expected to be updated prior to the Annual General Meeting of LafargeHolcim to include Amrize financial information for the first quarter of 2025 and other changes that have occurred in the meantime, and it is subject to further changes that might be published from time to time.

These forward-looking statements reflect management’s judgment as of this date, and LafargeHolcim 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.