Board Decisions

9 April 2003
 
  • Board of Directors of Holcim Ltd to propose introduction of a standard registered share to Annual General Meeting on June 4, 2003 in line with strategy of opening up the world's leading cement producer.
  • Dr. Rolf Soiron to take over from interim Board Chairman Dr. Willy Kissling following this year's Annual General Meeting.
  • Dr. Andreas von Planta and Dr. Dieter Spälti proposed for election to the Board of Directors.

 

With its proposal to create a standard registered share, the Board of Directors is endeavoring to press ahead with opening up the world's leading cement manufacturer as a modern and forward-looking public joint stock company. By simplifying the structure of capital and voting rights, and abolishing the opting out clause and waiving percentage transfer restrictions, all Holcim Ltd shareholders will enjoy equal status in the future. The global cement group is following national and international standards. A standard registered share will turn the "one share = one vote" principle into reality.

It is important to note that the Board of Directors was unanimous in its approval of the standard registered share. The company's principal shareholder, Dr. h.c. Thomas Schmidheiny, also lent his full support to the decision. "As the largest single shareholder, I am maintaining my long-term industrial commitment to Holcim. I firmly believe that the Holcim Group today enjoys an outstanding position on the global market. As a member of the Board of Directors, I will thus play an active part in the company's continued success."

A variety of factors have prompted the Board of Directors to propose this step to the Annual General Meeting, in the interests of all shareholders and the capital market:

  • The introduction of a standard registered share enables more stringent corporate governance requirements to be met in full; by taking this step towards being a genuine public company, the Group can also create a better foundation for its future growth.
  • The introduction of a standard registered share will significantly increase tradability for all shareholders and will strengthen the position of the Holcim share on the SWX Swiss Exchange.
  • The new share will improve stock liquidity. In addition, the strict limits on the free float of current registered shares will be lifted.
  • Institutional investors are looking for simple capital structures, and the standard registered share eases access to the international capital markets.
  • The introduction of a standard registered share also facilitates simplified, direct communication with all shareholders and creates transparency with regard to the shareholder structure.


As part of the introduction of the standard registered share, the Board of Directors has also decided not to pay a premium on existing registered shares. This decision reflects common practice to date when standard share classes have been introduced at major public companies.

Bearer shares are to be converted into registered shares on June 10, 2003. In the weeks that follow, holders of bearer shares will be informed in order that they can have themselves entered in the company's share register.

At its meeting, the Board of Directors of Holcim Ltd appointed Dr. Rolf Soiron (58) as the new Chairman of the Board of Directors. He has been a member of the Board since 1994. He will take over as Chairman following the 91st Annual General Meeting on June 4, 2003. Until this date, Dr. Willy Kissling (59) remains responsible ad interim for the ultimate direction of the business of the company. He will also remain Deputy Chairman of the Board of Directors. The Board would like to thank Willy Kissling for managing the business of the Board of Directors with competence and prudence for the last year.

As already announced, it will be proposed to the Annual General Meeting that Dr. Andreas von Planta, lawyer and partner at Lenz & Staehelin, be appointed to the Board of Directors of Holcim Ltd to succeed Dr. Peter Kurer. The Board of Directors will also propose to the Annual General Meeting that Dr. Dieter Spälti (42), Managing Partner of Spectrum Value Management Ltd. (family office of Thomas Schmidheiny), be appointed to this body.


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With majority and minority interests in more than 70 countries on all continents, Holcim is one of the world's leading suppliers of cement, as well as aggregates (gravel and sand), concrete and construction-related services.
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Additional information:

Today, the share capital of Holcim Ltd consists of 29,032,699 issued and dividend-bearing bearer shares with a par value of CHF 10 and 56,021,334 issued and dividend-bearing registered shares with a par value of CHF 2. Total bearer shares represent 34% and total registered shares 66% of the voting rights.

Subject to the approval of the Annual General Meeting of June 4, 2003, the share capital of Holcim Ltd consists of 201,184,829 registered shares with a par value of CHF 2.

 
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