Annual General Meeting 2019: Proposed appointment of Members of the Board and dividend information
The Board of Directors of LafargeHolcim will propose to its shareholders to approve at the Annual General Meeting the appointment of three new Members of the Board, after acknowledgment of the leave of two current Board members. The Board also provides further details on its dividend proposal for 2018.
The Board of Directors will nominate Colin Hall, Naina Lal Kidwai and Claudia Sender Ramirez for election as new Board members at the Group’s upcoming Annual General Meeting on May 15, 2019. Nassef Sawiris and Gérard Lamarche have decided not to stand for re-election to the Board at the Annual General Meeting.
As the Head of Investments of Groupe Bruxelles Lambert, a major shareholder of LafargeHolcim, Colin Hall will add extensive experience in international finance to the Board. As one of India’s most successful businesswomen, Naina Lal Kidwai held a number of senior leadership positions at ANZ Grindleys Bank and HSBC in India and Asia Pacific. She has a particular interest in environmental topics. Claudia Sender Ramirez will bring to the Board her wide-ranging marketing and emerging market experience from leadership positions at LATAM Airlines Group and Whirlpool in Latin America.
Beat Hess, Chairman of the Board of Directors: “On behalf of the entire Board I would like to thank Nassef Sawiris and Gérard Lamarche for their important contribution to the success of our company over the past years. I am very delighted that we are proposing three new members whose unique experience will complement the expertise of our existing Board members. It is a particular pleasure for me that with the new nominations we will be able to further increase the geographical and gender diversity in our Board.”
All other current members of the Board of Directors will be proposed for re-election at the Annual General Meeting: Beat Hess (Chairman), Oscar Fanjul (Vice-Chairman), Paul Desmarais, Jr., Patrick Kron, Adrian Loader, Jürg Oleas, Hanne Birgitte Breinbjerg Sørensen and Dieter Spälti.
Dividend distribution: Attractive opportunities for shareholders
As communicated earlier, the Board of Directors is proposing a dividend for 2018 from the capital contribution reserves in the amount of CHF 2.00 per registered share. Subject to approval by the Annual General Meeting of the creation of authorized capital, shareholders will be given the choice of having the dividend paid out in cash, in new LafargeHolcim Ltd shares issued at a discount to the market price, or as a combination of cash and shares.
The issue price of the new LafargeHolcim shares will be set at a discount of 8.0 percent to the reference share price that will be fixed based on the daily volume weighted average price of the LafargeHolcim shares traded on the SIX Swiss Exchange during the period of nine trading days from May 27, 2019 to June 7, 2019.
The Board of Directors of LafargeHolcim believes that the proposed option to receive the distribution in the form of new LafargeHolcim shares offers eligible shareholders an attractive opportunity to increase their investment in LafargeHolcim and to participate in the Group's future growth. The discount represents an attractive opportunity to receive LafargeHolcim shares below the reference share price, without trading costs which might be incurred if cash received under the distribution was used to buy LafargeHolcim shares.
Shareholders should note that due to certain legal restrictions shareholders in certain jurisdictions may not be entitled to make an election to receive shares
Biographies of newly proposed members of the Board:
Colin Hall
Colin Hall, US American national, born in 1970, holds an MBA from the Stanford University Graduate School of Business, Stanford, USA.
Colin Hall is the Head of Investments of Groupe Bruxelles Lambert, Brussels, Belgium (GBL). He is also the CEO of Sienna Capital, a wholly-owned subsidiary of GBL.
He began his career in 1995 in the merchant banking group of Morgan Stanley, New York, USA. In 1997, he joined Rhône Group, a private equity firm, where he held various management positions for 10 years in New York, USA and London, UK. In 2009, he was the co-founder of a hedge fund, sponsored by Tiger Management (New York, USA), where he worked until 2011. In 2012 he joined Sienna Capital S.à.r.l., as CEO. In 2016, he was also appointed to the role of Head of Investments at GBL.
His other mandates include Membership of the Board of Directors of Imerys S.A., Paris, France, Umicore, Brussels, Belgium, GEA Group Aktiengesellschaft, Düsseldorf, Germany, and Parques Reunidos, Madrid, Spain.
Naina Lal Kidwai
Naina Lal Kidwai, Indian national, born in 1957, holds an MBA from the Harvard Business School, Boston, USA. She has made regular appearances on listings by Fortune and others of international women in business and is the recipient of awards and honors in India including the Padma Shri for her contribution to Trade and Industry, from the Government of India.
Naina Lal Kidwai started her career in 1982 and until 1994 was at ANZ Grindleys Bank Plc. From 1994 to 2002, she was Vice Chairman and Head of Investment Banking at Morgan Stanley India before moving to HSBC, where she was Chairperson of the HSBC Group of Companies in India and on the Board of HSBC Asia Pacific, until her retirement in December 2015. She was President of the Federation of Indian Chambers of Commerce & Industry (FICCI). She also served for 12 years till 2018 as Non-Executive Director of Nestlé S.A., Vevey, Switzerland.
She is Non-Executive Chairperson of Altico Capital India Ltd, Chairperson of Advent Private Equity India where she is an advisor, and is Non-Executive Director of the unlisted company Nayara Energy Ltd. She is a Non-Executive Director on the Boards of the following Indian listed companies: Max Financial Services, CIPLA, as well as Larsen & Toubro.
Her interests in water and the environment are reflected in her engagements with The Shakti Sustainable Energy Foundation, Global Commission on Economy & Climate, and Chair of the FICCI Sustainability, Energy and Water Council as well as Chair of the India Sanitation Coalition. She has authored 3 books including the bestsellers “30 women in Power: Their Voices, Their Stories” and “Survive Or Sink: An Action Agenda for Sanitation, Water, Pollution, and Green Finance”.
Claudia Sender Ramirez
Claudia Sender Ramirez, Brazilian national, born in 1974, holds a BS in Chemical Engineering from the Polytechnic School, University of Sao Paulo, Brazil and an MBA from the Harvard Business School, Boston, USA.
Claudia Sender Ramirez is Senior Vice President for Clients at LATAM Airlines Group. Before that, she was CEO for LATAM Airlines Brazil since 2013. She joined TAM Airlines in 2011 as Commercial and Marketing Vice President and in 2012, once the association between LAN and TAM happened, she became responsible for the Brazil Domestic Business Unit.
Claudia Sender Ramirez has also worked for 7 years in the Consumer Goods industry, focusing on Marketing and Strategic Planning. Prior to joining LATAM, she was Marketing Vice President at Whirlpool Latin America, where she worked for seven years. She has also worked as a consultant at Bain&Company, in projects ranging from telecommunications to airlines.
Her other mandates include that she serves as Vice Chairperson of the Board at Multiplus S.A., São Paulo, Brazil.
About LafargeHolcim
LafargeHolcim is the global leader in building materials and solutions. We are active in four business segments: Cement, Aggregates, Ready-Mix Concrete and Solutions & Products.
With leading positions in all regions of the world and a balanced portfolio between developing and mature markets, LafargeHolcim offers a broad range of high-quality building materials and solutions. LafargeHolcim experts solve the challenges that customers face around the world, whether they are building individual homes or major infrastructure projects. Demand for LafargeHolcim materials and solutions is driven by global population growth, urbanization, improved living standards and sustainable construction. Around 75,000 people work for the company in around 80 countries.
