REPORT OF THE BOARD OF

Transcription

1 Strength. Performance. Passion. EXTRAORDINARY GENERAL MEETING REPORT OF THE BOARD OF Invitation DIRECTORS to the shareholders ON THE REVISION OF THE Friday, ARTICLES May 8, 2015, OF at 10:00 INCORPORATION a.m. Messe Zürich, Wallisellenstrasse 49, 8050 Zurich, Switzerland Item 4 of the agenda

2 2 INTRODUCTION

3 INVITATION 3 INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HOLCIM LTD Friday, May 8, 2015, at 10:00 a.m. doors open at 8:30 a.m. Messe Zürich, Wallisellenstrasse 49, 8050 Zurich, Switzerland

4 4 INTRODUCTION Dear Shareholders On April 7, 2014, we announced our intention to merge with Lafarge to create the most advanced company in our industry. Since then both companies have been working closely together to prepare the transaction and have successfully reached important milestones in this process. Meanwhile, we have gained clearance from regulatory authorities in most of the relevant jurisdictions. With CRH we have secured a buyer for the majority of assets to be divested for anti-trust reasons. In March, we successfully renegotiated certain terms of the merger, reflecting the recent changes in the two companies performance and valuation. Most recently, we have appointed Eric Olsen to be the new CEO of the combined company and we are convinced to now have identified the right candidate to truly integrate Lafarge and Holcim into one new entity. Since August last year, integration teams each staffed with employees and experts from both companies have been working along numerous workstreams to ensure a swift and seamless integration post-closing. The next important milestones for the merger process are the upcoming extraordinary general meeting for Holcim shareholders to vote on merger related topics outlined in this invitation as well as the successful tendering of Lafarge shares in the respective public exchange offer. The Board of Directors recommends to vote in favor of the agenda items proposed to the extraordinary general meeting on May 8, 2015, in order to successfully implement the contemplated transaction.

5 INTRODUCTION 5 My colleagues on the Board of Directors and I are convinced that with this decisive step we will combine the best of the two renowned Groups and create a unique basis for growth. The new company with European roots will offer all shareholders decisive benefits. It will be instrumental in providing solutions to the great challenges of urbanization: affordable housing, urban sprawl, and transportation. The Group s offerings for its customers will expand significantly, based on strong innovation capabilities, the highest level of research and development, and a consolidated portfolio of solutions and products. Both companies are pioneers in terms of sustainability and limiting the effects of climate change, and both are determined to strengthen this commitment even more in the future. The position as global market leader in cement, concrete, and aggregates offers the company new opportunities to optimize production and strengthen commercial partnerships. This places us perfectly to tackle the economic challenges of the future. I look forward to welcoming you at our upcoming extraordinary general meeting on May 8, Sincerely, Prof. Dr.-Ing. Wolfgang Reitzle Chairman of the Board of Directors

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7 INTRODUCTION 7 MERGER OF EQUALS BETWEEN HOLCIM LTD AND LAFARGE S.A. In order to implement the merger of equals between Holcim Ltd (Holcim or the Company) and Lafarge S.A. (Lafarge), Holcim expects to make a public exchange offer (the Exchange Offer) for all issued and outstanding shares of Lafarge (the Lafarge Shares). All resolutions regarding the proposals under agenda items no. 1 to 6 are subject to the closing of the Exchange Offer. Subject to and upon shareholder approval of the relevant proposals under these agenda items, the Board of Directors of Holcim will file the relevant matters with the commercial register after completion of the Exchange Offer. Detailed information regarding the merger between the Company and Lafarge are included in the «Shareholder Information on the proposed Merger of Equals between Holcim Ltd and Lafarge S.A.» which is available at

8 8 AGENDA ITEMS AND MOTIONS AGENDA ITEMS AND MOTIONS BY THE BOARD OF DIRECTORS

9 AGENDA ITEMS AND MOTIONS 9 1. SHARE CAPITAL INCREASES 1.1 ORDINARY CAPITAL INCREASE FOR THE EXCHANGE OFFER Motion of the Board of Directors: The Board of Directors proposes that the Company s share capital be increased by way of an ordinary increase of the share capital (the Ordinary Capital Increase) as follows: Increase in the share capital from currently CHF 654,172,752 by up to CHF 528,474,800 to up to CHF 1,182,647,552 through the issuance of up to 264,237,400 fully paid-in registered shares with a par value of CHF 2 each, whereby the definitive amount of the Ordinary Capital Increase shall be determined by the Board of Directors by reference to the number of Lafarge Shares that have been validly tendered to the Exchange Offer upon closing of the acceptance period of the Exchange Offer and the re-opened Exchange Offer. The issue price of the new registered shares of the Company shall be determined by the Board of Directors. The new registered shares of the Company shall be paid in either (i) by way of a contribution in kind of up to 293,597,112 Lafarge Shares, with a par value of EUR 4 each, by UBS AG, Zurich, who will be acting in its own name but for the account of the shareholders of Lafarge who have tendered Lafarge Shares to the Exchange Offer or (ii) in cash (at the nominal value of the new registered shares of the Company). In connection with the contribution in kind, the Lafarge Shares will be contributed by UBS AG, Zurich, at a value per share that corresponds to the market value which is to be determined by the Board of Directors. In the event that the contribution for the new registered shares of the Company is made in cash, the Company intends to acquire up to 293,597,112 Lafarge Shares, with a par value of EUR 4 each, from the third party that acted as the intermediary for the holders of the Lafarge Shares who tendered their Lafarge Shares to the Exchange Offer and the Company against payment by the Company of an amount in cash, corresponding to the aggregate nominal value of the new registered shares of the Company, paid by the intermediary in an intermediate step to achieve the ultimate (indirect) contribution of such Lafarge Shares to the Company. The pre-emptive rights of the existing shareholders of the Company shall be excluded for purposes of the acquisition by the Company of the Lafarge Shares in the Exchange Offer and the re-opened Exchange Offer and be allotted to, either directly or indirectly (through an intermediary), to the Lafarge shareholders who have tendered Lafarge Shares to the Exchange Offer and the re-opened Exchange Offer. Pre-emptive rights which have not been exercised may be allotted to third parties or sold at market conditions, as determined by the Board of Directors in the interest of the Company. The new registered shares of the Company to be issued in the Ordinary Capital Increase shall be entitled to dividends for the financial year 2015.

10 10 AGENDA ITEMS AND MOTIONS No special benefits or preferential rights are attached to the new registered shares of the Company to be issued in the Ordinary Capital Increase. The new registered shares of the Company to be issued in the Ordinary Capital Increase shall be subject to the restrictions on registration provided for in Article 5 of the Articles of Incorporation. The implementation of the shareholder resolution regarding the Ordinary Capital Increase is subject to the closing of the Exchange Offer pursuant to the General Regulations of the Autorité des Marchés Financiers (AMF). The Board of Directors shall have the authority to carry out the Ordinary Capital Increase in partial increase amounts in two steps, the first of which (the First Tranche) shall be carried out after completion of the Exchange Offer, and the second of which (the Second Tranche) shall be carried out after completion of the re-opened Exchange Offer. The Ordinary Capital Increase shall be registered in the commercial register within three months (art. 650 para. 1 CO). Explanation In order to be able to deliver new shares of the Company required for the acquisition of the Lafarge Shares tendered in the Exchange Offer, the Board of Directors proposes that shareholders approve the issuance of new Company shares in the Ordinary Capital Increase. The proposed Ordinary Capital Increase will be carried it out in two steps: first, new shares of the Company will be issued to those holders of Lafarge Shares who have tendered their Lafarge Shares during the regular offer period of the Exchange Offer; second, new Company shares will be issued to those holders of Lafarge Shares who have tendered their Lafarge Shares during the re-opened Exchange Offer. The reopening of the Exchange Offer is a requirement under applicable AMF General Regulations. The Board of Directors expects the First Tranche to occur on or about July 10, 2015, and the Second Tranche on or about August 4, The Board of Directors will determine the definitive amount of the Ordinary Capital Increase based on the number of Lafarge Shares tendered upon completion of the Exchange Offer and completion of the re-opened Exchange Offer, respectively, as will be published by the AMF. The contribution for the new registered shares will either be made by way of a contribution in kind by UBS AG, Zurich, (acting in its own name but on behalf of the shareholders of Lafarge who have tendered Lafarge Shares to the Exchange Offer) of the Lafarge Shares tendered to the Exchange Offer or the re-opened Exchange Offer or, by way of cash subject to the subsequent acquisition of the Lafarge Shares from a third party that acted as the intermediary for the holders of the Lafarge Shares who tendered their Lafarge Shares to the Exchange Offer and the Company against payment by the Company of an amount in cash, corresponding to the aggregate nominal value of the new registered shares of the

11 AGENDA ITEMS AND MOTIONS 11 Company, paid by the intermediary in an intermediate step to achieve the ultimate (indirect) contribution of such Lafarge Shares to the Company. The pre-emptive rights of the existing shareholders for registered shares issued according to this Art. 3 ter are excluded. 1.2 CREATION OF AUTHORIZED CAPITAL FOR PURPOSES OF THE RE-OPENED EXCHANGE OFFER AND THE SQUEEZE-OUT (IF ANY) Motion of the Board of Directors: The Board of Directors proposes, subject to the closing of the acceptance period of the Exchange Offer and subject to the approval of the Ordinary Capital Increase as set forth in Item 1.1 above and subject to the execution of the First Tranche according to agenda Item 1.1. above, the creation of authorized share capital in an amount not exceeding CHF 264,237,400 by means of the following addition to the Articles of Incorporation: (NEW) ARTICLE 3 TER The Board of Directors is authorized, at any time until May 8, 2017, to increase the share capital by a maximum of CHF 264,237,400 by issuing up to 132,118,700 fully paid registered shares with a par value of CHF 2 each, for the purpose of financing or re-financing any acquisition of shares in Lafarge S.A., howsoever structured, including in connection with an exchange offer, a squeezeout pursuant to the General Regulations of the Autorité des Marchés Financiers, a squeeze-out merger or through on-exchange or off-exchange purchases. The newly issued shares are subject to the restrictions on registration in accordance with Art. 5 of the Articles of Incorporation. The proposed shareholder resolution regarding the creation of the authorized share capital is subject to closing of the Exchange Offer pursuant to the AMF General Regulations. Explanation The Ordinary Capital Increase, as set forth in Item 1.1, must be carried out within three months (art. 650 para. 1 CO). The Board of Directors therefore proposes to create authorized share capital in addition to the Ordinary Share Capital Increase in order to be able to deliver the new Holcim shares required in the context of the re-opened Exchange Offer in the event that the reopening takes place after the expiry of the threemonth period pursuant to art. 650 para. 1 CO. Upon completion of the re-opened Exchange Offer, the Board of Directors will increase the share capital by allotting the shares to be issued to the Lafarge shareholders who have tendered their shares in the re-opening of the Exchange Offer. Increases through firm underwriting or in partial amounts are permitted. The date of issue, issue price, type of contribution (including a contribution or acquisition in kind), and commencement date for the entitlement to dividends are determined by the Board of Directors.

12 12 AGENDA ITEMS AND MOTIONS In addition, subject to Lafarge shareholders tendering to the Exchange Offer or the re-opened Exchange Offer at least 95% of the outstanding share capital of or voting rights in Lafarge, the Company reserves the right to request the AMF that a squeeze-out be implemented in accordance with the AMF General Regulations within three months from the end of the offer acceptance period for the Lafarge Shares not tendered to the Exchange Offer or the re-opened Exchange Offer.Thus, the Board of Directors proposes to create authorized share capital in addition to the Ordinary Share Capital Increase in order to be able to issue new Holcim shares as consideration to be paid to any remaining minority shareholders of Lafarge for any voluntary or mandatory surrendering of their Lafarge Shares after the completion of the Exchange Offer and the re-opened Exchange Offer, as the case may be. 2. CREATION OF AUTHORIZED CAPITAL FOR A STOCK DIVIDEND Motion of the Board of Directors: The Board of Directors proposes, subject to the closing of the acceptance period of the Exchange Offer, the creation of authorized share capital in an amount not exceeding CHF 59,132,376 by means of the following addition to the Articles of Incorporation: (NEW) ARTICLE 3 QUATER The Board of Directors is authorized, at any time until May 8, 2017, to increase the share capital by a maximum of CHF 59,132,376 by issuing up to 29,566,188 fully paid registered shares with a par value of CHF 2. The shareholders shall be granted pre-emptive rights for the acquisition of the new shares. Twenty pre-emptive rights shall entitle to purchase one new registered share. The Board of Directors shall be authorized to determine the particulars of the exercise of the pre-emptive rights. Pre-emptive rights that have not been exercised will be used as the Board of Directors determines to be in the interest of the Company. The Board of Directors is entitled to issue these shares in partial amounts. The Board of Directors shall determine the date of issue of the new shares. The issue price of the new shares shall be CHF 2 and the contribution for the new shares shall be made by way of a conversion into share capital of freely available reserves in a maximum amount of CHF 59,132,376. The new shares shall be entitled to dividends as from the financial year in which such new shares are issued.

13 AGENDA ITEMS AND MOTIONS 13 The subscription and acquisition of the new registered shares, as well as each subsequent transfer of the registered shares, shall be subject to the restrictions on registration specified in Art. 5 of the Articles of Incorporation. The proposed shareholder resolution regarding the creation of an authorized share capital for a stock dividend is subject to closing of the Exchange Offer pursuant to the AMF General Regulations. Explanation The Board of Directors proposes to create authorized share capital in order to allow for distribution of a stock dividend. The Board of Directors will increase the share capital by allotting to each existing share one entitlement. Twenty entitlements will give its holder the right to receive one additional LafargeHolcim Ltd share for free. The increase of the share capital will not exceed 5% of the share capital issued at the time the entitlements are allotted, or a ratio of one free new share for a minimum of every 20 shares already owned. 3. REVISION OF THE ARTICLES OF INCORPORATION Motion of the Board of Directors: The Board of Directors proposes, subject to and effective on the completion of the Exchange Offer, to change the corporate name of Holcim Ltd to LafargeHolcim Ltd (LafargeHolcim AG) (LafargeHolcim S.A.), to rename the Nomination & Compensation Committee to Nomination, Compensation & Governance Committee and to amend the Articles of Incorporation to reflect such changes as follows (the proposed changes appear in italics; all other articles remain unchanged): ARTICLE 1 Under the name LafargeHolcim Ltd (LafargeHolcim AG) (LafargeHolcim S.A.) shall exist a corporation under Swiss law, of undetermined duration, with its registered office in Rapperswil-Jona (Canton of St. Gallen, Switzerland) (Company). ARTICLE 8 The General Meeting is the supreme body of the Company. It has the following inalienable powers: 1. the adoption and the amendment of these Articles of Incorporation and resolution on merger and dissolution of the Company; 2. the approval of the management report and of the consolidated financial statements;

14 14 AGENDA ITEMS AND MOTIONS 3. the approval of the annual financial statement as well as the resolution on the use of the balance sheet profit, in particular, the declaration of dividends; 4. the approval of the compensation of the Board of Directors and of the Executive Management pursuant to Art. 23 of these Articles of Incorporation; 5. the election and removal of the members of the Board of Directors, the Chairperson of the Board of Directors, the members of the Nomination, Compensation & Governance Committee, the Auditors and the independent voting rights representative; 6. the discharge of the members of the Board of Directors and of the Executive Management; 7. the passing of resolutions on all matters reserved to it by law, these Articles of Incorporation or any by-laws or organizational rules which are submitted to it by the Board of Directors or the Auditors. ARTICLE 15 Except for the election of the Chairperson of the Board of Directors and the members of the Nomination, Compensation & Governance Committee, the Board of Directors shall constitute itself. It shall designate among its members one or two Vice Chairpersons, and appoint a secretary who does not need to be a member of the Board of Directors or a shareholder. C) NOMINATION, COMPENSATION & GOVERNANCE COMMITTEE ARTICLE 20 The Nomination, Compensation & Governance Committee shall consist of at least three members of the Board of Directors. The members of the Nomination, Compensation & Governance Committee shall be elected individually by the General Meeting for a term of office until completion of the next Ordinary General Meeting and may be re-elected. If there are vacancies on the Nomination, Compensation & Governance Committee, the Board of Directors may appoint the missing members from among its members for the remaining term of office. Subject to applicable law, the Nomination, Compensation & Governance Committee shall constitute itself. It shall elect its Chairperson, who shall have no casting vote in case of a tie. The Board of Directors shall issue a charter establishing the organization and decision-making process of the Nomination, Compensation & Governance Committee. ARTICLE 21 The Nomination, Compensation & Governance Committee shall support the Board of Directors in establishing and re-viewing the Company s nomination and compensation, governance strategy and guidelines and in preparing the motions to the General Meeting regarding the nomination and compensation of the members of the Board of Directors and of the Executive Management, and may submit motions to

15 AGENDA ITEMS AND MOTIONS 15 the Board of Directors in other nomination, compensation and governance-related issues. The Board of Directors shall determine in the by-laws or organizational rules and in the committee charter for which positions of the Board of Directors and of the Executive Management the Nomination, Compensation & Governance Committee shall (with or without the involvement of the Chairperson of the Board of Directors) submit motions to the Board of Directors for the applicable performance criteria, targets and compensation levels, and for which positions the Nomination, Compensation & Governance Committee shall itself determine, in accordance with the compensation guidelines established by the Board of Directors, the applicable performance criteria, targets and compensation levels. The Board of Directors may delegate further tasks and powers to the Nomination, Compensation & Governance Committee. ARTICLE 25 The members of the Board of Directors and of the Executive Management shall be paid a fixed compensation. In addition the members of the Executive Management may be paid a variable compensation, depending on the performance of the Company and the achievement of certain performance criteria. The performance criteria may include individual targets, targets of the Company or parts thereof, group targets and targets in relation to the market, other companies or comparable benchmarks, taking into account position and level of responsibility of the recipient of the variable compensation. The Board of Directors or, where delegated to it, the Nomination, Compensation & Governance Committee shall determine the relative weight of the performance criteria and the respective target values. Compensation may be paid or granted in the form of cash, shares, or in the form of other types of benefits. Compensation of members of the Executive Management may also be paid or granted in the form of options, similar financial instruments or units. The Board of Directors, or where delegated to it, the Nomination, Compensation & Governance Committee shall determine grant, vesting, exercise and forfeiture conditions. In particular, it may provide for acceleration or removal of vesting and exercise conditions, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of predetermined events such as a change-of-control or termination of an employment or mandate agreement. The Company may procure any shares required to meet any resulting payment obligations through purchases in the market or, to the extent available, by using conditional share capital and/or treasury shares. Compensation may be paid by the Company or companies controlled by it.

16 16 AGENDA ITEMS AND MOTIONS 4. ELECTION OF NEW MEMBERS TO THE BOARD OF DIRECTORS 4.1 ELECTION OF BRUNO LAFONT AS A MEMBER OF THE BOARD OF DIRECTORS Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, to elect as new members to the Board of Directors of LafargeHolcim Ltd, effective as of the date of completion of the Exchange Offer, the following nominees: Bruno Lafont, French national, born in 1956, is Chairman of the Board of Directors and Chief Executive Officer. He was elected to the Board of Directors of Lafarge in He is a graduate of the Hautes Etudes Commerciales Business School (HEC Paris) and the French National School of Administration (ENA). He has been CEO of Lafarge since 2006 and Chairman of the Board since He joined Lafarge in 1983 and subsequently held various positions in finance and international operations. In 1995 he was appointed Group Executive Vice President, Finance, in 1998 President of the Gypsum Division, and in 2003 COO. Bruno Lafont is Director of EDF, ArcelorMittal, and Group company Shui On Cement Limited, China. He is Member of the Executive Committee of the World Business Council of Sustainable Development (WBCSD), where he co-chairs the Energy Efficiency in Buildings project. He also chairs the Energy and Climate Change working group of the European Round Table of Industrialists (ERT) and the Sustainable Development Commission of MEDEF (French Business Confederation). He is special adviser to the mayor of Chongqing, China.

17 AGENDA ITEMS AND MOTIONS ELECTION OF PAUL DESMARAIS, JR., AS A MEMBER OF THE BOARD OF DIRECTORS 4.3 ELECTION OF GÉRARD LAMARCHE AS A MEMBER OF THE BOARD OF DIRECTORS Paul Desmarais, Jr., Canadian national, born in 1954, is Director and Member of the Strategy, Investment and Sustainable Development Committee. He was elected to the Board of Directors of Lafarge in He holds a Bachelor of Commerce from McGill University, Montreal, and an MBA from the European Institute of Business Administration (INSEAD), France. He is Chairman of the Board and Co-CEO of Pargesa Holding SA, Switzerland, and Director and Executive Committee Member of many Power Group companies in North America. He joined the Power Corporation of Canada in 1981 and became Vice Chairman in He became Vice Chairman and COO of Power Financial Corporation in 1986, Executive Director and Vice Chairman in 1989, Executive Director and Chairman in 1990, and Chairman of the Executive Committee in He was Vice Chairman of Power Corporation from 1991 to 1996 and became Chairman and Co-CEO in He became Member of the Management Committee of Pargesa in 1982, Executive Vice Chairman of the Committee in 1991, then Executive Chairman, and in 2003 Managing Director. Paul Desmarais, Jr. is Director of Total SA, Power Corporation of Canada, AppDirect, Steve Nash Fitness Centers, and Best Friends. Gérard Lamarche, Belgian national, born in 1961, is Director, Member of the Audit Committee and Member of the Strategy, Investment and Sustainable Development Committee. He was elected to the Board of Directors of Lafarge in He holds a Bachelor of Economics from the University of Louvain-la-Neuve, Belgium, and he completed the Advanced Management Program for Suez Group Executives at INSEAD Business School. He is Managing Director of Groupe Bruxelles Lambert SA, Belgium. Gérard Lamarche began his career in 1983 with Deloitte Haskins & Sells, Belgium, and became M&A Consultant in the Netherlands in In 1988 he joined the Venture Capital Department of Société Générale de Belgique as Investment Manager, where he became Controller in 1989 and Advisor to the Director of Strategic Planning in From 1995 to 1997 he was Special Projects Advisor to the President and Secretary of the Compagnie de Suez Board of Directors and was later appointed Senior Vice President of Suez SA. In 2000 he joined NALCO (American subsidiary of the Suez Group) as Director, Senior Executive Vice President, and CFO. He was appointed CFO of the Suez Group in Gérard Lamarche is Director of Legrand, Total SA, and SGS, Switzerland, and is Censor of GDF Suez.

18 18 AGENDA ITEMS AND MOTIONS 4.4 ELECTION OF NASSEF SAWIRIS AS A MEMBER OF THE BOARD OF DIRECTORS 4.5 ELECTION OF PHILIPPE DAUMAN AS A MEMBER OF THE BOARD OF DIRECTORS Nassef Sawiris, Egyptian national, born in 1961, is Director, Member of the Corporate Governance and Nominations Committee, Member of the Remunerations Committee, and Member of the Strategy, Investment and Sustainable Development Committee. He was elected to the Board of Directors of Lafarge in He holds a Bachelor of Economics from the University of Chicago and is Director and CEO of Orascom Construction Industries NV, Netherlands. He joined the Orascom Group in 1992, where became CEO of Orascom Construction Industries SAE, Egypt, in 1998 and Chairman in He later served as Director and General Manager of several subsidiaries and subsequently became Chairman of Lafarge Cement Egypt SAE and held offices in various subsidiaries of the Group until Nassef Sawiris is Director of BESIX, Belgium, and OCI Partners LP, USA. Philippe Dauman, American national, born in 1954, is Independent Director, Chairman of the Strategy, Investment and Sustainable Development Committee and Member of the Corporate Governance and Nominations Committee. He was elected to the Board of Directors of Lafarge in He is Director, President, and CEO of Viacom, USA. He began his career working for the New York law firm Shearman & Sterling, where he became Partner. He was General Counsel and Secretary of the Board of Viacom from 1993 to 1998, Executive Vice President from 1995 to 2000, and Deputy Chairman of the Board from 1996 to He was Director of Lafarge North America from 1997 to In 2000 he became Joint Chairman of the Board and CEO of DND Capital Partners LLC. Philippe Dauman is Director of National Amusements, Member of the Board of National Cable & Telecommunications Association, Member of the Executive Committee of Lenox Hill Hospital, Member of the Dean s Council for the University of Columbia Law School, Member of the Business Roundtable, Co-Chairman of the Partnership for New York, Member of the Board of the Kipp Foundation, and Member of the Paley Media Council, all in the USA.

19 AGENDA ITEMS AND MOTIONS ELECTION OF OSCAR FANJUL AS A MEMBER OF THE BOARD OF DIRECTORS 4.7 ELECTION OF BERTRAND COLLOMB AS A MEMBER OF THE BOARD OF DIRECTORS Oscar Fanjul, Spanish national, born in 1949, is Independent Director and Vice Chairman of the Board, Chairman of the Corporate Governance and Nominations Committee, Chairman of the Remunerations Committee, Member of the Audit Committee, and Member of the Strategy, Investment and Sustainable Development Committee. He was elected to the Board of Directors of Lafarge in He began his career in 1972 working for the industrial holding INI, Spain, and later became Chairman Founder and CEO of Repsol, Spain, and then Chairman of Deoleo SA, Spain. Oscar Fanjul is Vice Chairman of Omega Capital, Spain; Director of Marsh & McLennan Companies, USA; and Acerinox, Spain. Bertrand Collomb, French national, born in 1942, is Honorary Chairman of Lafarge. He was Chairman and CEO of Lafarge from 1989 to 2003 and Chairman from 2003 to A graduate of the Ecole Polytechnique and the Ecole des Mines in Paris, he also holds a French law degree and a PhD in Management from the University of Texas. He also founded the Center for Management Research at the Ecole Polytechnique. He joined Lafarge in After various positions, including CEO of Lafarge in North America from 1985 to1988, he was appointed Chairman and CEO of Lafarge in August 1989 and was Chairman from 2003 to He is also a founding member of the World Business Council for Sustainable Development (WBCSD), of which he was Chairman from 2004 to He is also Director of Total, DuPont and ATCO. He is member of the Institut de France and was Chairman of the Académie des sciences morales et politiques.

20 20 AGENDA ITEMS AND MOTIONS Explanation Subject to the execution and completion of the Exchange Offer of Holcim and Lafarge, Mrs. Anne Wade and Mr. Jürg Oleas will resign from their office as members of the Board of Directors with effect as of completion of the Exchange Offer. In accordance with Article 14 of the Articles of Incorporation, the terms of office of the new members of the Board of Directors expires at the next Ordinary General Meeting. 5. ELECTION OF NEW MEMBERS TO THE NOMINATION, COMPENSATION & GOVERNANCE COMMITTEE Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, to elect as new members to the Nomination, Compensation & Governance Committee the following nominees (subject to their election as new members of the Board pursuant to the proposal under agenda item 4): 5.1 ELECTION OF PAUL DESMARAIS, JR., TO THE NOMINATION, COMPENSATION & GOVERNANCE COMMITTEE (For biographical information please refer to agenda item 4.2) Explanation Subject to the completion of the merger of Holcim and Lafarge, Mr. Thomas Schmidheiny and Mrs. Hanne Birgitte Breinbjerg Sørensen will resign from their office as members of the Nomination & Compensation Committee with effect as of completion of the merger. In accordance with Article 20 of the Articles of Incorporation. The terms of office of the new members of the Nomination, Compensation & Governance Committee expire at the next Ordinary General Meeting. 6. COMPENSATION OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT 6.1 COMPENSATION OF THE BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE NEXT ORDINARY GENERAL MEETING Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, that the total maximum amount of compensation for the members of the Board of Directors, covering the period from the 2015 Annual General Meeting to the 2016 Annual General Meeting, shall be CHF 6,950, ELECTION OF OSCAR FANJUL TO THE NOMINATION, COMPENSATION & GOVERNANCE COMMITTEE (For biographical information please refer to agenda item 4.6)

21 AGENDA ITEMS AND MOTIONS COMPENSATION OF THE EXECUTIVE MANAGEMENT FOR THE FINANCIAL YEAR 2016 Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, that the total maximum amount of compensation of the Executive Management, covering the period of the financial year 2016, shall be CHF 40.5 million. Holcim Ltd Prof. Dr.-Ing. Wolfgang Reitzle Chairman of the Board of Directors Jona, April 16, 2015 Explanation As a result of the election of additional members to the Board of Directors becoming effective during the year and a different composition of the Executive Management due to the merger with Lafarge, an appropriate total maximum amount of compensation must be approved by the shareholders at the Extraordinary General Meeting, subject to completion of the Exchange Offer and with effect as of that date. The following section Shareholder Information on the Compensation Votes at the Extraordinary General Meeting sets out further details in relation to the proposed votes on compensation. (The original German text is binding) Enclosure: Registration form with reply envelope

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23 COMPENSATION VOTES INFORMATION 23 SHAREHOLDER INFORMATION ON THE COMPENSATION VOTES AT THE EXTRAORDINARY GENERAL MEETING

24 24 COMPENSATION VOTES INFORMATION VOTE 6.1 Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, that the total maximum amount of compensation for the members of the Board of Directors, covering the period from the 2015 Annual General Meeting to the 2016 Annual General Meeting shall be CHF 6,950,000. Finally, additional fees can be paid to individual members of the Board of Directors on a pro rata basis to reflect prolonged periods where their time commitment is significantly above the normal expected time commitment or where they are required to perform additional duties for the Group over and above those expected to be provided as members of the Board of Directors. POLICY The members of the Board of Directors will receive a fixed fee, consisting of a set remuneration in cash and shares in the Company. The shares are subject to a five-year sale and pledge restriction period. The Chairmen and members of the Finance & Audit Committee, the Nomination, Com pensation & Governance Committee and the Strategy and Sustainable Development Committee receive additional compensation for being Chair of or member of Board committees. No changes are being made to the annual fees payable to the members of the Board of Directors except for those of the Chairman. Reflecting the increase in the size and complexity of the Group post-merger, and the need to drive planned synergies as well as to integrate the two companies post-closing, with effect from closing the annual fee for the Chairman will be increased from CHF 1,220,000 to CHF 1,750,000 1 and there will be two Co-Chairmen as agreed in the revised terms of the merger. In addition, expense allowances of CHF 10,000 are paid to each member and one of the Co-Chairmen of the Board receives a secretarial allowance of CHF 60,000. The members of the Board of Directors are not entitled to receive any performance based compensation or stock options. PROPOSED TOTAL COMPENSATION The table below shows the total maximum amount of compensation that could be paid to the members of the Board of Directors 2 for the period from the 2015 Annual General Meeting to the 2016 Annual General Meeting. It assumes that all proposed Board Members and Members of the Nomination, Compensation & Governance Committee will be elected at the 2015 Annual General Meeting and the Extraordinary General Meeting with there being nine members up to the merger and 14 members thereafter (including two Co-Chairmen). The actual amounts paid from the 2014 Annual General Meeting to the 2015 Annual General Meeting have been included for comparative purposes. The split of the total compensation is of indicative nature and subject to change. However, the total compensation payable will not exceed the maximum proposed. 1 CHF 500,000 of this is payable in shares with a five year holding period. 2 This excludes compensation payable to the CEO who is currently not a member of the Board of Directors. Compensation for the CEO is included as part of the compensation payable to the Executive Committee covered by resolution 6.2.

25 COMPENSATION VOTES INFORMATION 25 The main reasons for the increase in total compensation of approx. CHF 3 million is that with effect from completion of the merger: 1. For a period post-merger there will be two Co-Chairmen reflecting both the increase in size and complexity of the Group post-merger and the significant challenges that the Board faces in successfully implementing the merger 2. Prior to the merger the Company will have nine Members of the Board whereas Lafarge has 16. Under the Business Combination Agreement it was agreed that the Board post-merger would comprise 14 members 3. Reflecting the increase in size and complexity of the Group post-merger, the number of members on each of the Committees is expected to increase from three (including the Chair) to four (including the Chair) The weighted average total compensation per member will increase from CHF 434,000 to CHF 545,000 (an increase of 26%) as a result of the proposed changes. On the basis of the above, the Board proposes to seek approval for a maximum total amount of compensation of CHF 6,950,000 3 for the members of the Board of Directors covering the period from the 2015 Annual General Meeting to the 2016 Annual General Meeting. Thousand CHF Fees 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Basic fees Committee fees Travel expenses and allowances Exceptional duties Maximum total compensation for 2015 AGM to 2016 AGM Actual total compensation for 2014 AGM to 2015 AGM Fees 5, ,950 3,910 3 In addition to the amount submitted for approval, the Company makes employer contributions to governmental social security systems in line with applicable laws. It is expected that, based on current rates, the amount which relates to the provision of future pension benefit is unlikely to exceed CHF 30,000.

26 26 COMPENSATION VOTES INFORMATION VOTE 6.2 Motion of the Board of Directors: The Board of Directors proposes, subject to the completion of the Exchange Offer, the total maximum amount of compensation of the Executive Management covering the period of the financial year 2016 of CHF 40.5 million. POLICY The Group aims to position fixed pay in line with comparable Swiss companies to ensure it remains competitive. The variable incentive plans provide the opportunity to achieve a higher level of overall remuneration, but only for delivering strong performance which is directly linked to the Group s strategy. The structure of incentive pay is designed to be fully aligned with the shareholders interests promoting long-term performance which ultimately drives value creation for shareholders. The Group rewards employees consistently across the business in a fair and transparent way; differentiating only by performance, value creation and market demands. The level of compensation provided must remain affordable to the business and seek to share the Group s success with its employees. The new compensation strategy which would be introduced with effect from January 1, 2016, (although some elements would apply from completion of the merger) aims to rebalance reward with a stronger focus on pay for performance. With the introduction of a formal bonus deferral policy and the introduction of a new long-term incentive plan, there is a greater emphasis on sustainable long-term performance which aligns the interests of Executives and shareholders. Overall, this will increase the element of variable pay in the compensation structure. The policy will provide: Market competitive base salary. A higher level of total compensation positioning for strong performance, i.e. out-performing targets. An annual bonus plan with bonus deferral into shares with risk of forfeiture following cessation of employment. All variable compensation will be subject to recovery and withholding provisions for restatement of results, miscalculation of results or misconduct. A Performance Share Plan as a long-term incentive with vesting dependent on relative Total Shareholder Return, Return on Capital Employed and growth in earnings per share over a three-year period. 1 The following table shows the total remuneration for the Executive Committee for on the assumption that there will be ten 3 members of the Executive Committee. The split of the total remuneration into fixed, short-term incentives and long-term incentives are of indicative nature and are subject to change. However, the total remuneration payable will not exceed the maximum proposed. 1 The detailed terms of the performance conditions will be determined by the Nomination, Compensation & Governance Committee prior to any awards being made including the proportion of the awards to be subject to each measure. However it is currently expected that the part subject to a relative total shareholder return condition will have a threshold of median performance against a group of comparable companies with full vesting for upper quartile performance over a three year period. Any internal targets will have a threshold based on the internal budgets with full vesting only for delivering stretching outperformance of such budgets. 2 This includes the total compensation payable to the CEO. 3 There are currently seven members of the Executive Committee.

27 COMPENSATION VOTES INFORMATION 27 Million CHF Element Includes Target Maximum Fixed Short-term incentives Long-term incentives Base salary, employee benefits, pensions, and other remuneration payable in respect of Annual bonus and any amount deferred into shares payable in respect of Awards to be made in 2016 under the Performance Share Plan 4 and retention payments payable in Total for Average per executive for Given the substantial changes to the Group following the merger, the Board believes that any proforma figures for 2015 or 2014 (assuming the merger had already taken place) or actual figures for 2015 and 2014 (assuming the merger takes place on 1 July 2015) would not provide a meaningful comparison with the proposed figures for However, in the note supporting resolution 6.2 at the 2015 Annual General Meeting (approval of the maximum remuneration for the Executive Committee of Holcim for 2016 assuming the merger does not take place) comparative figures have been included. In addition, the average target compensation and average maximum compensation per executive for 2016 as set out above are 8.5% and 2% respectively lower than the equivalent figures contained in the note supporting resolution 6.2 at the 2015 Annual General Meeting although the total figures are higher as a result of the increase in the number of members of the Executive Committee from seven to ten. On the basis of the maximum remuneration shown above, the Board proposes to seek approval for a maximum total amount of remuneration for the Executive Committee of CHF million for the financial year In calculating the maximum amounts payable, the Board has used the maximum face value of shares (based on the value of the shares at date of award) that could be awarded, assuming full vesting of the awards rather than using the fair value of these awards, as it believes that this is the most transparent approach to adopt. 5 This includes CHF 1.2 million being the maximum amount that could be charged in the 2016 accounts in respect of 24-month retention arrangements that were put in place for members of the Executive Committee by Holcim in 2014 that are expected to remain on the Executive Committee through to 2016, following the announcement of the proposed merger. This represents 25% of the maximum amount payable to such executives. 6 In addition to the amount submitted for approval, the Company makes employer contributions to governmental social security systems in line with applicable laws. It is expected that, based on current rates, the amount which relates to the provision of future pension benefit is unlikely to exceed CHF 50, Under the Company s articles of association, the Company is authorized to make payments to any member(s) that join(s) the Executive Committee during a period for which the General Meeting has already approved the total remuneration, where the total amount approved is not sufficient providing that any amount paid in excess of the total amount approved does not exceed 40% of the approved amount.

28 28 DOCUMENTATION AND ORGANIZATIONAL INFORMATION DOCUMENTATION AND ORGANIZATIONAL INFORMATION

29 DOCUMENTATION AND ORGANIZATIONAL INFORMATION 29 Documentation The «Shareholder Information Brochure on the proposed Merger of Equals between Holcim Ltd and Lafarge S.A.» containing detailed information regarding the merger between Holcim and Lafarge is available on The brochure will be delivered to shareholders upon written request (see enclosed form). It is available in English, French and German. Delivery of the brochure will be carried out starting April 27, Admission to the General Meeting Upon written request, registered shareholders will receive an admission card prior to the General Meeting. The shareholders of Holcim Ltd registered in the share register on April 29, 2015, as shareholders with voting rights shall be entitled to vote. Delivery of the admission card will be carried out starting April 30, Issue of proxy Shareholders who are not able to attend the General Meeting in person are requested to arrange for being represented by another shareholder or by the independent proxy (unabhängiger Stimmrechtsvertreter) Dr. Thomas Ris of Ris & Ackerman, Attorneys at law, St. Gallerstrasse 161, 8645 Jona, Switzerland. Please use the enclosed proxy form for this purpose. Electronic authorization and instructions for the independent proxy Shareholders may now cast their votes electronically at: by issuing a power of attorney and their instructions electronically to the independent proxy. The requisite login data is included in the invitation documents provided to the shareholders. The Nimbus ShApp shareholder application is used and Nimbus AG supports the independent proxy. Shareholders may submit their voting instructions electronically, or change any instructions they may have already provided, up to, but no later than, May 6, 2015, at 11:59 p.m. Speakers desk Shareholders who wish to speak at the General Meeting are requested to notify the speakers desk (Wort meldeschalter) near the podium before the General Meeting begins. Simultaneous translations The General Meeting will be conducted in German and partially in English. Simultaneous translation into German, English, and French will be available. Means of transport Shareholders are asked to use public transport as there will be limited parking facilities at the meeting location, Messe Zürich.

30 30 DOCUMENTATION AND ORGANIZATIONAL INFORMATION HOW TO ARRIVE Binzmühlestrasse Binzmühlestrasse Hagenholzstrasse Andreasstrasse Siewerdstrasse Station Messe Zürich Hallenstadion Messe Zürich Wallisellenstrasse Dörflistrasse OERLIKON Tram / bus Footway Rennbahn Travelling by public transport Train to Zurich main station (Hauptbahnhof). Then tram No. 11 to Messe/Hallenstadion. Or train to Zurich-Oerlikon station. Then tram No. 11 or bus No. 63 or 94 to Messe Hallenstadion. Travelling by private car When travelling on the freeway from Basel, Bern, Chur, Lucerne and St. Gallen, follow the sign marked Z to Messe Zürich. Limited parking is available for a fee in the Parkhaus Messe Zürich on Hagenholzstrasse.

31 DOCUMENTATION AND ORGANIZATIONAL INFORMATION 31

32 32 INTRODUCTION Holcim Ltd Zürcherstrasse Jona, Switzerland Phone