MINUTES of the 100th Ordinary Annual General Meeting of Holcim ...

Present
Unofficial translation / German version prevails
MINUTES
of the 100th Ordinary Annual General Meeting of
Holcim Ltd
held on April 17, 2012, at 4:00pm
at the Hallenstadion, Wallisellenstrasse 45, 8050 Zurich
Dr Rolf Soiron Chairman, chairing the meeting
Dr Beat Hess Vice-Chairman
Dr Erich Hunziker Vice-Chairman
Markus Akermann Member of the Board of Directors
Christine Binswanger Member of the Board of Directors
Dr Alexander Gut Member of the Board of Directors
Dr h.c. Thomas Schmidheiny Member of the Board of Directors
Dr h.c. Wolfgang Schürer Member of the Board of Directors
Dr Dieter Spälti Member of the Board of Directors
Dr Andreas von Planta Member of the Board of Directors
Bernard Fontana CEO
Dr Peter Doerr Secretary
Dr Thomas Ris Independent voting proxy
Markus Müller Public Notary, Zürich-Altstadt
Dr Luca Dalla Torre Teller (Chairman)
Dr Sebastian Bättig Teller (Vice Chairman)
Patrick Förg Teller
Michael Furrer Teller
Mario Correal Förster Teller
Heidi Kunz Teller
Johanna Leffler Teller
Lucia Hochstrasser Teller
Reto Gächter Teller
Christian Flodin Teller
Thomas Rüeger Teller
Bernhard Stoffel Teller
Dr Rita Bose Teller
Ursual Cailleaux Teller
Paivi Stutz Teller
Barbara Rüegg Teller

Unofficial translation / German version prevails
Willy Hofstetter Representative of the auditors
Michael Brenner Representative of the auditors
Presence
The shares are represented as follows:
- 189 181 329 registered shares: 103 974 819 by shareholders present
0 by the custodial representative
13 705 287 by the official company representative
71 501 223 by the independent voting proxy
The absolute majority of the represented votes is 94 590 665.
The absolute majority of the represented par values is CHF 189 181 330.00.
2 076 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:
Luca Dalla Torre (Chairman), Sebastian Bättig (Vice Chairman), Rita Bose, Ursula Cailleaux,
Christian Flodin, Patrick Förg, Mario Correal Förster, Michael Furrer, Reto Gächter, Lucia
Hochstrasser, Heidi Kunz, Johanna Leffler, Thomas Rüeger, Barbara Rüegg, Bernhard
Stoffel and Paivi Stutz as tellers.
The Chairman notes that this Annual General Meeting had 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.
2

Unofficial translation / German version prevails
In his opening address, the Chairman makes reference to the 100 years of existence of the
company, to some relevant development steps, which Holcim made since its foundation and
to the relevance of the Schmidheiny family for the development of Holcim. He also refers to
the Centennial activities in 2012.
In his capacity as former CEO, Mr Markus Akermann gives an overview of the operational
development of the group in its various regions and closes his presentation with a short
reflection of his over 20 years of service for “Holderbank”/Holcim, the ten last of which he
had served as CEO. He expresses his thanks to Chairman Rolf Soiron, to the entire Board of
Directors, to the Executive Committee and to his family. For Holcim, the shareholders and
for his successor Bernard Fontana Markus Akermann wishes all the best and success.
The Chairman appreciates Markus Akermann’s merits and Holcim’s development during his
time as CEO, thanks him for his service and presents him with a farewell gift.
The Chairman presents Bernard Fontana, CEO since February 1, 2012 and asks him to take
the floor. Bernard Fontana gives an overview of his induction, his first impressions and his
most important focus points for the near future. He closes his presentation with some
explanations on an expansion project in India and with an outlook for the Group regions for
2012.
The Chairman gives the shareholders an opportunity to speak out.
Mr Rudolf Meyer, Zurich, as president of Actares explains that his organisation had
participated last in the General Meeting 2002 and since then he remained in contact with
Holcim via correspondence. After having heard many positive things about Holcim, he now
sees negative developments e.g. in relation to India, Argentina and Guatemala. Mr Meyer
explains his view on a project of Cementos Progreso, Guatemala. Holcim, holds 20% of this
company and Actares has received an incomplete answer to a written request to Holcim and
therefore asked additional questions in writing, which now have been answered by Holcim.
Mr Meyer accepts the proposal by Holcim to inform himself locally and explains that
problems are inevitable for large companies, while it is important how the company deals
with these problems. Actares is of the opinion that Holcim has not yet done all in its power
and asks Holcim to continue working on the solution of the problems around the project of
Cementos Progreso. He also doubts that the local population is now supporting the project
voluntarily.
The Chairman welcomes dialog on the basis of facts and of an “agreement to disagree”, and
responds. He confirms that 80% of Cementos Progreso is owned by a majority shareholder
and that Holcim holds a minority position of 20%. The Chairman confirms that there are
3

Unofficial translation / German version prevails
conflicts in relation to the project, which seem to be overlapping with local political interests.
Holcim has sent specialists to Guatemala, who explained to Cementos Progreso that
keeping social relationships in the local environment is indispensable and invites Mr Meyer
again, to form his own opinion on the reality on site.
Mr Jürg Eberhardt, Hinwil, takes the floor and makes statements on Holcim, on the new
CEO Bernard Fontana and on the handling of the succession process.
The Chairman explains the selection of the new CEO, reasons for and advantages of the
selection of Bernard Fontana as an external, independent candidate, who will proof his
value.
Mrs Shalini Gera, India, as representative of the Indian union PCSS and of farmers takes the
floor, makes statements and asks questions in relation to conflicts and the respective
resolution in the context of employment and remuneration of workers of contract companies,
working on the basis of mandates by Holcim Group companies in India.
The Chairman makes reference to the statements made by Mr Meyer of Actares, that
problems are unavoidable for internationally active companies. The conflicts alluded to by
Mrs Gera date back a long time before Holcim's engagement as shareholder in today’s
Indian Group companies and Holcim supports these companies in their strive to for a stepby-step
resolution of the conflicts also by way of court decisions. Holcim works closely
together with the large, established local union, in which a large majority of the employees
are members. The new CEO has taken up a personal dialog with the employees and the
neighbouring authorities. The Chairman refers to the recent publication by Multiwatch on
Holcim and emphasizes, that it contains half-truths and incorrect factual presentations and
that Holcim regrets not to have been invited to present its own view beforehand. Holcim will
continue to seek the dialog and the resolution of the conflicts.
Mr Ulrich Blickensdorfer, Wallisellen, takes the floor and explains his motivation for being a
Holcim shareholder and for participating in the general meeting and makes reference to legal
proceedings against Stephan Schmidheiny in Italy in relation to Eternit.
The Chairman gives his view on the legal proceedings against Stephan Schmidheiny,
brother of Holcim shareholder Thomas Schmidheiny, and explains that these legal
proceedings have no connection to Holcim.
Mrs Barbara Rimml, Berne, as representative of the union UNIA and of the organisation
Multiwatch makes statements in relation to topics she already had spoken of in the general
meeting 2011, and which in her view are not yet resolved. For this reason she repeats her
statements at this general meeting. Mrs Rimml sees the Multiwatch publication merely as
4

Unofficial translation / German version prevails
expression that conflicts over a long period of time lead to dissenting viewpoints and asks
Holcim to influence Cementos Progreso to abstain from building the projected plant. Mrs
Rimml further makes statements in relation to conflicts in India, which had already been
alluded to by previous speakers and asks Holcim to resolve the 30-year old conflict. Mrs
Rimml further explains that there are other problems and that Multiwatch has summed these
up in a publication meant as birthday present for Holcim, which also contains a manifesto
with demands to Holcim.
The Chairman responds that many things can be expected from Holcim, except the
acceptance of untruths without correcting the same. The Chairman corrects a number of
statements made in the Multiwatch publication and emphasizes that the book mixes halftruths
with scandalized untrue statements. Particularly unacceptable is that Multiwatch has
collected signatures from prominent persons, without previously inviting Holcim to present its
own view. This way of proceeding is clearly rejected by Holcim, but Holcim will nevertheless
continue to seek the dialog.
Mrs Petra Kalman, Budapest, as representative of Magyar Cement, Hungary, takes the floor
and refers to a conflict between Mr Kalman and other persons and companies on the one
hand and Holcim on the other hand, which has been ongoing for 18 years and explains her
point of view of the legal conflicts. For seven years Mr Kalman has been parking his mini bus
near Holcim in Zurich as a form of protest. Mrs Kalman explains that the annual report 2010
– in her view by error – included the production capacity of the Hungarian plant, which is
subject to the conflicts. In the annual report 2011 this production capacity is not considered
anymore. She expresses her hope that she will be able to announce at the next annual
meeting that the problems have been solved.
The Chairman emphasizes that he has expected this intervention and corrects some of the
statements made by Mrs Kalman, including the requirements based on the applicable
accounting rules and expresses his hope that the legal conflicts may soon be clarified by the
courts.
Nobody else asks to be given the floor.
5

Agenda
Item 1
Unofficial translation / German version prevails
Annual report, annual consolidated financial statements of the Group and annual
financial statements of Holcim Ltd; Auditors' reports
Item 1.1
Approval of the annual report, annual consolidated financial statements of the Group
and annual financial statements of Holcim Ltd
The Chairman points out that the Annual Report for 2011 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 29, 2012, 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 233 and 249 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:
188 886 805 votes in favour to
51 535 votes against, and
254 915 abstentions
6

Item 1.2
Advisory vote on remuneration report
Unofficial translation / German version prevails
The Chairman points out that the remuneration report can be found in the Annual Report,
pages 142 through 152 and in the financial part of the Annual Report. He comments on the
remuneration policy and objectives of Holcim and explains that the Ethos Foundation,
Geneva, and the American agency ISS support all motions by the Board of Directors. The
Chairman, in consultation with Eurocement, explains the voting positions of this large
shareholder, who will cast no-votes on a number of agenda items to express its
dissatisfaction with the current results of Holcim.
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.
The remuneration report 2011 is approved in the advisory vote by:
148 551 725 votes in favour to
39 797 956 votes against, and
849 126 abstentions
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 speak. 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 2011 financial year is granted by:
120 289 353 votes in favour to
1 500 738 votes against, and
1 333 886 abstentions
7

Item 3
Unofficial translation / German version prevails
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 991,604,659.- as follows:
Appropriation to free reserves CHF 500,000,000.- and balance to be carried forward CHF
491,604,659.-.
The Chairman gives the shareholders an 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 appropriation of the retained earnings is
approved by the Annual General Meeting by:
153 431 800 votes in favour to
35 534 136 votes against, and
232 982 abstentions
8

Item 3.2
Unofficial translation / German version prevails
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 per registered share of CHF 2 par value on the registered
share capital entitled to payout of CHF 654,172,752.- up to an amount of CHF 327,00,000.-.
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 13, 2012, the
number of treasury shares was 2,077,328. Payment of the payout is expected to be made on
April 24, 2012.
The Chairman gives the shareholders an 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:
153 310 401 votes in favour to
35 614 897 votes against, and
273 620 abstentions
9

Item 4
Unofficial translation / German version prevails
Elections
Before the elections take place, the Chairman bids farewell to Dr h.c. Wolfgang Schürer,
who will not stand for re-election to the Board of Directors after many years of service as
member of the Board of Directors and of the Governance, Nomination & Compensation
Committee. His utmost valuable services and his personal qualities and expertise are duly
thanked for.
Item 4.1
Re-election of members of the Board of Directors
4.1.1 Re-election of Mr Adrian Loader
On behalf of the Board of Directors, the Chairman proposes that Mr Adrian Loader be reelected
for a further term of office of three years.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Mr Ulrich Blickensdorfer, Wallisellen takes the floor and proposes a in globo re-election of
the members of the board in order to save time.
The Chairman explains that this is impossible in view of the expected differentiation of voting
positions in relation to the individual candidates.
Nobody else asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Mr Adrian Loader by:
150 641 294 votes in favour to
37 260 476 votes against, and
1 297 148 abstentions
for a further term of office of three years as a member of the Board of Directors.
10

4.1.2 Re-election of Dr h.c. Thomas Schmidheiny
Unofficial translation / German version prevails
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 three years.
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:
186 455 044 votes in favour to
1 419 315 votes against, and
1 324 559 abstentions
for a further term of office of three years as a member of the Board of Directors.
4.1.3 Re-election of Dr Dieter Spälti
On behalf of the Board of Directors, the Chairman proposes that Dr Dieter Spälti be reelected
for a further term of office of three years.
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:
187 235 073 votes in favour to
1 159 361 votes against, and
804 484 abstentions
for a further term of office of three years as a member of the Board of Directors.
11

Item 4.2
Election to the Board of Directors
Election of Prof Dr Wolfgang Reitzle
Unofficial translation / German version prevails
On behalf of the Board of Directors, the Chairman presents Prof Dr Wolfgang Reitzle and
proposes that Prof Dr Wolfgang Reitzle be elected for a term of office of three years. The
Chairman summarizes the career of Mr Reitzle and explains the reasons for the Board of
Director’s motion to elect Mr Reitzle. The Chairman asks Mr Reitzle to present himself. Mr
Reitzle points out the similarities between the business models of Holcim and of the
company Linde AG, where he acts as chairman of the executive committee and explains that
he wants to make a contribution to continuing Holcim’s success and to the creation of value.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Mr Jürg Eberhardt, Hinwil, takes the floor and states that Mr Reitzle is a good choice as
member of the Board of Directors, but asks the question if the Board of Directors in its
current composition is not a too large body and proposes a reduction of the number of
members. However, Mr Eberhardt sees the need for electing Mr Reitzle.
The Chairman points out that next year a number of members of the Board of Directors may
step down and that the question of the appropriate size will then be discussed in the Board
of Directors.
Nobody else 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:
152 035 568 votes in favour to
36 353 330 votes against, and
810 020 abstentions
for a term of office of three years as a member of the Board of Directors.
12

Item 4.3
Re-appointment of the auditors
Unofficial translation / German version prevails
On behalf of the Board of Directors, the Chairman proposes that Ernst & Young AG, Zurich,
be appointed as auditors for the financial year 2012.
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 as auditors for the financial year
2012 by:
187 516 459 votes in favour to
202 527 votes against, and
1 479 932 abstentions
The Chairman informs that the next Annual General Meeting will be held on April 17, 2013,
and invites all shareholders and guests to attend the show and dinner following today’s
general meeting. The Chairman also reminds of the presents, which may be received upon
leaving the Hallenstadion.
The Chairman declares the meeting closed at 18.40 am.
13

Zurich, April 17, 2012
Unofficial translation / German version prevails
The Chairman of the Board of Directors: The Secretary:
[sign.] [sign.]
................................................. ...................................................
Dr Rolf Soiron Dr Peter Doerr
The tellers:
[sign.] [sign.]
................................................. .................................................
Luca Dalla Torre Sebastian Bättig
[sign.] [sign.]
................................................. .................................................
Patrick Förg Michael Furrer
[sign.] [sign.]
................................................. .................................................
Mario Correal Förster Heidi Kunz
[sign.] [sign.]
................................................. .................................................
Johanna Leffler Lucia Hochstrasser
14

[sign.] [sign.]
Unofficial translation / German version prevails
................................................. .................................................
Reto Gächter Christian Flodin
[sign.] [sign.]
................................................. .................................................
Thomas Rüeger Bernhard Stoffel
[sign.] [sign.]
................................................. .................................................
Rita Bose Ursula Cailleaux
[sign.] [sign.]
................................................. .................................................
Paivi Stutz Barbara Rüegg
15