Unofficial translation / German version prevails
MINUTES
of the 102nd Ordinary Annual General Meeting of
Holcim Ltd
held on April 29, 2014, 14:30pm
at Hall 9, Flieger Flab Museum, Ueberlandstrasse 255, Dübendorf
Present Board Members
Dr Rolf Soiron
Dr Beat Hess
Dr Alexander Gut
Dr Erich Hunziker
Dr h.c. Thomas Schmidheiny
Hanne Birgitte Breinbjerg Sørensen
Dr Andreas von Planta
Prof Dr Wolfgang Reitzle
Dr Dieter Spälti
Anne Wade
Chairman, chairing the meeting
Vice-Chairman
Member of the Board of Directors
Vice-Chairman
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Absent Board Members
Adrian Loader
Member of the Board of Directors
Others present
Jürg Oleas
Candidate for membership in the Board of Directors
Dr Thomas Ris
Markus Müller
Independent voting proxy
Public Notary, Zürich-Altstadt
Marco Toni
Sebastian Bättig
Patrick Förg
Biserka Griffel
Lucia Hochstrasser
Samuel Kistler
Johanna Leffler
Melinda Persy
Barbara Rüegg
Thomas Rüeger
Carsten Schirmeisen
Bernhard Stoffel
Teller (Chairman)
Teller (Vice Chairman)
Teller
Teller
Teller
Teller
Teller
Teller
Teller
Teller
Teller
Teller
Willy Hofstetter
Elisa Alfieri
Representative of the auditors
Representative of the auditors
Dr Peter Doerr
Secretary
Unofficial translation / German version prevails
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Presence
The shares are represented as follows:
102 400 048
by shareholders present
116 564 768
by the independent voting proxy
A total of 218 964 816 registered shares is represented, equivalent to 66,94% of the issued
share capital.
The absolute majority of the represented votes is 109 482 409.
The absolute majority of the represented par values is CHF 218 964 818.
1142 shareholders are present.
Constitution
Dr Rolf Soiron, Chairman of the Board of Directors, takes the chair and declares the meeting
open. He calls specific attention to the fact that a sound and video recording is being made
of the entire Annual General Meeting and explains the safety rules.
Dr Peter Doerr is appointed Secretary.
The Annual General Meeting elects the following ladies and gentlemen to act as tellers:
Marco Toni (Teller Chairman), Sebastian Bättig (Teller Vice-Chairman), Patrick Förg,
Thomas Rüeger, Bernhard Stoffel, Barbara Rüegg, Melinda Persy, Biserka Griffel, Samuel
Kistler, Johanna Leffler, Lucia Hochstrasser and Carsten Schirmeisen.
The Chairman notes that this Annual General Meeting has been convened in compliance
with the legal requirements and the Articles of Incorporation, with announcement of the
agenda and motions of the Board of Directors.
The requirements stipulated by law and in the Articles of Incorporation for documents to be
made available have been met.
In his opening address, the Chairman makes reference to the core function of the Annual
General Meeting, the role of the Board of Directors, the activities and results of the past year
2013, as well as to the economic development in Switzerland and in other markets where
Holcim is active, and to the related need for adaptation and renewal.
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In his capacity as CEO, Mr Bernard Fontana gives an overview of the operational
development of the group in its various regions including the Holcim Leadership Journey.
The Chairman gives the shareholders an opportunity to speak.
Mr Rudolf Meyer, Zurich, President of Actares, makes reference to the announced merger
between Holcim and Lafarge and explains his view related to questions raised already in
previous Annual General Meetings in particular in relation to India and to the Holcim
Leadership Journey. Mr Meyer, again, expresses his dissatisfaction with the answers
received to his questions raised in writing and expresses his doubts as to the seriousness of
Holcim’s efforts to solve the problems described by Mr Meyer and he accuses Holcim of
various mistakes. Mr Meyer asks for the answers to be minuted comprehensively.
The Chairman replies as follows (Note: translation from German):
“Thank you very much, Mr Meyer. I would also like to thank you for your measured tone,
which made having a discussion much easier. I'm going to kick off with a few lighthearted
comments that also have a serious message. There should be no talk of orchestration and
crowns. This company will only be able to crown itself as king once this merger is complete,
and not a second before. This will not rely on the work of individuals, but rather the work of
the whole team. And if there is talk of orchestration, then you are overlooking a few issues.
There was a clear time frame here. This time frame was not going to be open for much
longer than specified and we ought to have used it to our advantage. I am going to talk about
India first and tell you a story that shows you that there is always a different perspective to a
situation and there are issues not always brought to light. I will then ask Bernard Fontana to
explain the Indian problem from his point of view.
The story that I am going to tell you is the story of the state of Chhattisgarh, which is where
the plant that Ms Scheidegger visited is situated. The Naxalites – a rebel movement – are
active in this region and attacked the nearby Lakshmi plant just a few weeks before Ms
Scheidegger visited our plant. This attack resulted in many destructions. On the evening
prior to Ms Scheidegger visiting our plant, she enjoyed an evening meal with the union
leader of PCSS (an unrecognized trade union), who is rumored to have ties to the Naxalites.
On the day on which Ms Scheidegger wanted to visit our plant, there were greater than usual
quantities of explosives, i.e. dynamite, used in the quarry, and our people who were aware of
the Lakshmi attack, were scared. To finish off the story, around four or five weeks later,
Indian Members of Parliament were murdered in the same region, along with the rest of their
families.
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All I have to say is that we are in a region in which the people are afraid and nervous. Our
security teams in this plant were put on special alert on this day, which subsequently caused
a great deal of reaction, which they have reported the same way as you, and which I do not
deny. I must stress that we are speaking here from a safe vantage point and in front of
people who do not know what is going on in this part of India. You need to have also seen
what's going on, if you want to tell the story. I would now like to ask Bernard to say a couple
of words on his policy in India.”
The CEO Mr Fontana adds:
“Yes. So, in India sustainable development is clearly a key priority and both ACC and
Ambuja are praised in India for their achievement in sustainable development, and as you
can see with the numerous awards they get all over the country.
You mentioned claims around land, I am not aware of specific issues, things are going well.
You mentioned problem around the water. Ambuja is well known in India for its water policy,
because Ambuja is able to be water positive by building dams on our land to put water at the
disposal of the population.
Now, most of your message, is indeed around the situation with the PCSS in Chhattisgarh,
and this is a difficult situation to handle for us, because they would like to be recognized as a
trade union, but they are not representative of our own employees, and even more they are
not recognized by the government as a representative trade union in the country. So we
cannot act. In spite of this, and in spite of the concern we have on the security of the
employees, which is our priority, we maintain the local dialogue, we maintain dialogue at
international level, we have a Swiss national contact, and we will continue.
As for the situation of the contractors, we gradually reduce the number of people on our
sites, we have too many employees on our sites in India, this is a challenge for safety, but
we will do it step by step, because we are aware of the consequences of putting those
people outside a factory without any income, that’s why it can only be a gradual policy, and I
ask for a bit of patience, that is I think the fair way to address this problem.”
The Chairman adds (Note: translation from German):
“And with this, Mr Meyer, summarized the following three facts which I ask you to please
check in our reports and to tackle these again.
Unofficial translation / German version prevails
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The three tangible facts are as follows: We have to reduce the number of accidents in the
Indian plants. This is our main objective and is the main issue ahead of all other political
topics. Second on our agenda is that we have to reduce the number of temporary workers.
This is the answer, as it will in turn increase safety. Thirdly, Bernard Fontana will, together
with Group management, continue to hold talks with the union representatives; however,
only those we recognize as being in line with Indian Law, which does not apply to all of the
unions.
These are the three factors with which you can measure our work. In the end, I would be
proud you would, as you use it as the tagline for your shareholder association – a
shareholder association that I respect -: you say that you are a shareholder association for a
responsible business. We also want to be a business that is responsible – we may
sometimes do things at different speeds, but we do want to get these done and we want our
work to be measured on the three factors that I have mentioned previously. Namely, we
want to reduce the number of accidents that occur, cut back on the number of temporary
staff that we employ and we want to enter into talks. That is my answer.”
Mrs. Petra Kalman, Budapest, Hungary, as representative of Magyar Cement, Hungary,
makes reference to legal disputes around a plant in Hungary, which are ongoing for many
years and makes a number of accusations against Holcim.
Vice-Chairman Dr Beat Hess rejects the accusations made and offers – as in last year’s
Annual General Meeting – expressly to re-open the dialogue on possible solutions for the
conflict and regrets that his offer has not been taken up so far.
Nobody else asks to be given the floor.
Agenda
Item 1
Annual report, annual consolidated financial statements of the Group and annual
financial statements of Holcim Ltd (including the remuneration report); auditors'
reports
Item 1.1
Approval of the annual report, annual consolidated financial statements of the Group
and annual financial statements of Holcim Ltd
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The Chairman points out that the Annual Report for 2013 was made available for
consultation 20 days prior to the Annual General Meeting at the registered office of the
Company and sent to shareholders upon request. The shareholders have been notified in
writing about this. From February 26, 2014, the report could be consulted on the Holcim
website. No motions by shareholders in view of today’s general meeting have been put
forward by shareholders.
The annual consolidated financial statements of the Group and the annual financial
statements of Holcim Ltd have been audited by the auditors, Ernst & Young AG. Their
reports can be found on pages 247 and 261 of the Annual Report. The representatives of the
auditors, upon consultation, stated before the meeting that no additional comments have to
be made by the auditors.
The Chairman gives the shareholders the opportunity to speak out on this agenda item.
Nobody asks to be given the floor.
The Chairman puts the agenda item to the vote.
The annual report, annual consolidated financial statements of the Group and annual
financial statements of Holcim Ltd are approved by:
218 109 209
votes in favour (99.62%) to
136 695
votes against (0.06%), and
699 496
abstentions (0.32%)
Item 1.2
Advisory vote on remuneration report
The Chairman points out that the remuneration report can be found in the Annual Report,
pages 134 through 144 and in the financial part of the Annual Report. He comments on the
remuneration policy and objectives of Holcim and explains that e.g. the American agency
ISS supports all motions by the Board of Directors. He points out that a binding vote on
remuneration in line with the new ordinance of the Federal Council will be tabled at the AGM
2015 for the first time.
The Chairman gives the shareholders an opportunity to speak out on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the advisory vote.
Unofficial translation / German version prevails
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The remuneration report 2012 is approved in the advisory vote by:
205 757 022 votes in favour (99.98%) to
10 970 994
votes against (5.01%), and
2 217 735
abstentions (1.01%)
Item 2
Discharge of the members of the Board of Directors and the persons entrusted with
management
The Chairman notes that for this agenda item the members of the Board of Directors and
other persons who have participated in management are not entitled to vote, that the number
of shares represented and therefore the absolute majority is reduced accordingly and gives
the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The discharge of the members of the Board of Directors and the persons entrusted with
management of Holcim Ltd during the 2013 financial year is granted by:
142 759 484
votes in favour (99.35%) to
2 930 072
votes against (1.92%), and
7 235 391
abstentions (4.73%)
Item 3
Appropriation of retained earnings; determination of the payout from capital
contribution reserves
Item 3.1
Appropriation of retained earnings
The Chairman makes introductory comments on the appropriation of retained earnings and
on payout from capital contribution reserves and proposes to the meeting the appropriation
of retained earnings before movement of free reserves of CHF 1 628,4 mio as follows:
Appropriation to free reserves CHF 800,0 mio and balance to be carried forward CHF 828,4
mio.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Unofficial translation / German version prevails
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Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The motion by the Board of Directors on the appropriation of the retained earnings is
approved by the Annual General Meeting by:
218 156 998
votes in favour (99.64%) to
88 563
votes against (0.04%), and
699 248
abstentions (0.32%)
Item 3.2
Determination of the payout from capital contribution reserves
The Chairman comments on the appropriation from capital contribution reserves to free
reserves and payout of CHF 1.30 per registered share of CHF 2.00 par value on the
registered share capital entitled to payout up to an amount of CHF 425 mio. This amount will
be reduced by the part of the payout attributable to the treasury shares held by the Company
and by its affiliates as per the relevant date. As per April 23, 2014 the number of treasury
shares was 1‘325‘989. Payment of the payout is expected to be made on May 7, 2014.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The motion by the Board of Directors on the determination of the payout is approved by the
Annual General Meeting by:
218 168 008
votes in favour (99.65%) to
97 118
votes against (0.04%), and
679 683
abstentions (0.31%)
Item 4
Elections
Item 4.1
Re-election of members of the Board of Directors and election of the Chairman
Unofficial translation / German version prevails
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4.1.1 Re-election of Prof Dr Wolfgang Reitzle
On behalf of the Board of Directors, the Chairman proposes Prof Dr Wolfgang Reitzle to be
re-elected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Prof Dr Wolfgang Reitzle by:
216 041 287
votes in favour (98.67%) to
1 072 029
votes against (0.49%), and
1 830 004
abstentions (0.84%)
for a further term of office of one year as a member of the Board of Directors.
4.1.2 Election of Prof Dr Wolfgang Reitzle as Chairman of the Board
On behalf of the Board of Directors, the Chairman proposes that Prof Dr Wolfgang Reitzle be
elected for a term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Prof Dr Wolfgang Reitzle by:
215 966 488
votes in favour (98.64%) to
1 099 327
votes against (0.50%), and
1 875 084
abstentions (0.86%)
for a term of office of one year as Chairman of the Board.
4.1.3 Re-election of Dr Beat Hess
On behalf of the Board of Directors, the Chairman proposes that Dr Beat Hess be re-elected
for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Unofficial translation / German version prevails 10
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr Beat Hess by:
217 54 222
votes in favour (99.36%) to
650 470
votes against (0.30%), and
751 748
abstentions (0.34%)
for a further term of office of one year as a member of the Board of Directors.
4.1.4 Re-election of Dr Alexander Gut
On behalf of the Board of Directors, the Chairman proposes that Dr Alexander Gut be reelected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr Alexander Gut by:
217 610 181
votes in favour (99.40%) to
599 198
votes against (0.27%), and
732 643
abstentions (0.33%)
for a further term of office of one year as a member of the Board of Directors.
4.1.5 Re-election of Adrian Loader
On behalf of the Board of Directors, the Chairman proposes that Adrian Loader be re-elected
for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Adrian Loader by:
217 355 237
votes in favour (99.28%) to
Unofficial translation / German version prevails 11
764 402
votes against (0.35%), and
819 781
abstentions (0.37%)
for a further term of office of one year as a member of the Board of Directors.
4.1.6 Re-election of Dr h.c. Thomas Schmidheiny
On behalf of the Board of Directors, the Chairman proposes that Dr Thomas Schmidheiny be
re-elected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr h.c. Schmidheiny by:
216 620 779
votes in favour (98.94%) to
1 555 569
votes against (0.71%), and
766 626
abstentions (0.35%)
for a further term of office of one year as a member of the Board of Directors.
4.1.7 Re-election of Hanne Birgitte Breinbjerg Sørensen
On behalf of the Board of Directors, the Chairman proposes that Hanne Birgitte Sørensen be
re-elected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Hanne Birgitte Sørensen by:
217 530 796
votes in favour (99.36%) to
684 726
votes against (0.31%), and
727 787
abstentions (0.33%)
for a further term of office of one year as a member of the Board of Directors.
4.1.8 Re-election of Dr Dieter Spälti
Unofficial translation / German version prevails 12
On behalf of the Board of Directors, the Chairman proposes that Dr Dieter Spälti be reelected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr Dieter Spälti by:
214 950 532
votes in favour (98.18%) to
3 251 496
votes against (1.49%), and
741 641
abstentions (0.33%)
for a further term of office of one year as a member of the Board of Directors.
4.1.9 Re-election of Anne Wade
On behalf of the Board of Directors, the Chairman proposes that Anne Wade be re-elected
for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Anne Wade by:
217 320 015
votes in favour (99.26%) to
710 652
votes against (0.32%), and
909 514
abstentions (0.42%)
for a further term of office of one year as a member of the Board of Directors.
4.2.1 Election Jürg Oleas
The Chairman asks Mr Jürg Oleas to briefly present himself and proposes that Mr Jürg
Oleas be elected to the Board of Directors for a term of office one year. Mr Jürg Oleas
summarizes his career and explains his reasons for standing for election.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Unofficial translation / German version prevails 13
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Mr Jürg Oleas by:
213 065 036
votes in favour (97.32%) to
4 601 897
votes against (2.01%), and
1 272 634
abstentions (0.58%)
for a term of office of one year a member of the Board of Directors.
Item 4.3
Elections of the Nomination & Compensation Committee
4.3.1
Election of Adrian Loader
On behalf of the Board of Directors, the Chairman proposes that Adrian Loader be elected
for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Adrian Loader by:
216 643 715
votes in favour (98.98%) to
1 412 569
votes against (0.65%), and
830 896
abstentions (0.37%)
for a further term of office of one year as a member of the Nomination & Compensation
Committee.
4.3.2 Re-election of Prof Dr Wolfgang Reitzle
On behalf of the Board of Directors, the Chairman proposes that Prof Dr Wolfgang Reitzle be
re-elected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
Unofficial translation / German version prevails 14
The Annual General Meeting re-elects Prof Dr Wolfgang Reitzle by:
215 137 783
votes in favour (98.29%) to
1 757 183
votes against (0.80%), and
1 989 661
abstentions (0.91%)
for a further term of office of one year as a member of the Nomination & Compensation
Committee.
4.3.3 Re-election of Dr h.c. Thomas Schmidheiny
On behalf of the Board of Directors, the Chairman proposes that Dr h.c. Thomas
Schmidheiny be re-elected for a further term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr h.c. Thomas Schmidheiny by:
213 424 807
votes in favour (97.34%) to
4 760 698
votes against (2.17%), and
879 437
abstentions (0.40%)
for a further term of office of one year as a member of the Nomination & Compensation
Committee.
4.3.4 Election of Hanne Birgitte Breinbjerg Sørensen
On behalf of the Board of Directors, the Chairman proposes Hanne Birgitte Breinbjerg
Sørensen to be elected for a term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Hanne Birgitte Breinbjerg Sørensen by:
216 693 333
votes in favour (99.0%) to
1 344 637
votes against (0.61%), and
844 054
abstentions (0.39%)
Unofficial translation / German version prevails 15
for a term of office of one year as a member of the Nomination & Compensation Committee.
Item 4.4
Re-election of the auditors
On behalf of the Board of Directors, the Chairman proposes that Ernst & Young AG, Zurich,
be appointed as auditors for the financial year 2014.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Ernst & Young AG, Zurich as auditors for the financial
year 2014 by:
216 571 34
votes in favour (98.95%) to
1 493 216
votes against (0.68%), and
811 550
abstentions (0.37%)
Item 4.5
Election of the Independent Voting Proxy
On behalf of the Board of Directors, the Chairman proposes that Dr Thomas Ris, Ris &
Ackermann be elected for a term of office of one year.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Nobody asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Dr Thomas Ris, Ris & Ackermann, Zurich as the
Independent Voting Proxy.
218 042 767
votes in favour (99.62%) to
98 264
votes against (0.04%), and
753 079
abstentions (0.34%)
The Chairman informs that the next Annual General Meeting will be held on 5. Mai 2015.
Unofficial translation / German version prevails 16
The Chairman bids farewell to Dr Andreas von Planta, and Dr Erich Hunziker who do not
stand for re-election to the Board of Directors as of the date of this Annual General Meeting.
On behalf of Holcim, the Chairman thanks the departing Members of the Board for their very
valuable services and points out their personal qualities and professional expertise.
Dr h.c. Thomas Schmidheiny bids farewell to Dr Rolf Soiron who also does not stand for reelection as of the date of this Annual General Meeting and thanking him he points out Dr
Soiron’s particular very valuable services as longstanding Member and Chairman of the
Board and as the architect of te merger between Holcim and Lafarge.
Dr Soiron wishes all the best to Holcim and in particular to his successor as Chairman Prof
Dr Wolfgang Reitzle, who in turn thanks Dr Rolf Soiron and the shareholders for the trust put
in him.
The Chairman declares the meeting closed at 5.00 pm.
Zurich, April 29, 2014