Voting rights and representation restrictions
All holders of registered shares who are registered as shareholders with voting rights in the share register at the closing date for the share registry (approximately one week prior to the general meeting. The closing date will be communicated with the invitation to the general assembly) are entitled to participate in, and vote at, general meetings. Shares held by trusts and shares for which no declaration has been made that the holder requesting registration is holding the shares in his own name and for his own account are entered in the share register as having no voting rights. Shareholders not participating in person in the general meeting may be represented by another shareholder or by the independent voting proxy. In line with the requirements of the OaEC, an electronic voting option is provided for as of the general meeting of shareholders 2015. Voting rights are not subject to any restrictions. Each share carries one vote.
The general meeting of shareholders constitutes a quorum, regardless of the number of shares represented or shareholders present; resolutions are passed by an absolute majority of the votes allocated to the shares represented, unless Art. 704 para. 1 of the Swiss Code of Obligations or the Merger Act provide otherwise. In such cases, resolutions may only be passed with the respective qualified majority of the votes represented.
According to Art. 10 para. 2 of the Articles of Incorporation and in addition to Art. 704 para. 1 of the Swiss Code of Obligations, the approval of at least two-thirds of the votes represented and the absolute majority of the par value of shares represented shall be required for resolutions of the general meeting of shareholders with respect to the removal of the restrictions set forth in Art. 5 of the Articles of Incorporation (entries in the share register), the removal of the mandatory bid rule (Art. 22 para. 3 of the Stock Exchange Act) and the removal or amendment of para. 2 of Art. 10 of the Articles of Incorporation.
The chair of the meeting may also have votes and elections conducted electronically. Electronic votes and elections are deemed equivalent to secret votes and elections.
Convocation of the general meeting and agenda rules
The ordinary general meeting of shareholders takes place each year, at the latest six months following the conclusion of the financial year. It is convened by the Board of Directors, whereby invitations are published at least twenty days prior to the meeting and in which details are given of the agenda and items submitted. Shareholders representing shares with a par value of at least one million Swiss francs may request the addition of a particular item for discussion and resolution. A corresponding application must be submitted in writing to the Board of Directors at least forty days prior to the annual general meeting. Such application should indicate the items to be submitted. The invitations as well as the minutes of the general meetings shall be published on www.holcim.com/AGM2015.
Entries in the share register
The company maintains a share register for registered shares in which the names and addresses of owners and beneficiaries are entered. According to the applicable rules and regulations only those included in the share register are deemed shareholders or beneficial owners of the registered shares of the company. Upon request, purchasers of registered shares shall be included in the share register as shareholders with voting rights if they expressly declare that they have acquired the shares in their own name and for their own account. Exceptions to this rule apply for nominees who have signed a nominee agreement with the company regarding this position and are subject to a recognized banking or financial markets supervisory authority.
The share register is closed approximately one week prior to the date of the general meeting (the exact date will be communicated in the invitation to the general meeting). Shareholders’ participation and rights of protection are furthermore governed by the Swiss Code of Obligations.
This information comprises excerpts from the Articles of Incorporation of Holcim Ltd. The full version of the Articles of Incorporation in force as at the date of the publication of this Annual Report can be accessed at www.holcim.com/corporate_governance. For the amendments to the Articles of Incorporation that will be proposed to the 2015 Annual General Meeting, please consult the report to the Shareholders (available at www.holcim.com/AGM2015).