Holcim Shareholders Approve Amrize Spin-off
Kim Fausing was elected as Chairman of the Holcim Board of Directors
Image courtesy of Amrize
Holcim shareholders approved all of the Board of Directors’ proposals at the Annual General Meeting that took place in Zug, 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.
Looking for a reprint of this article?
From high-res PDFs to custom plaques, order your copy today!
