MINUTES of the 99th Ordinary Annual General Meeting of Holcim ...

Present
Unofficial translation / German version prevails
MINUTES
of the 99 th Ordinary Annual General Meeting of
Holcim Ltd
held on May 5, 2011, at 10:00am
in Hall 9 of the Flieger Flab Museum in Dübendorf
Dr Rolf Soiron Chairman, chairing the meeting
Dr Andreas von Planta Vice-Chairman
Markus Akermann Member of the Board of Directors
Christine Binswanger Member of the Board of Directors
Dr Beat Hess Member of the Board of Directors
Dr Erich Hunziker Member of the Board of Directors
Peter Küpfer Member of the Board of Directors
Adrian Loader 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
Robert F. Spoerry Member of the Board of Directors
Dr Peter Doerr Secretary
Dr Thomas Ris Independent voting proxy
Markus Müller Public Notary, Zürich-Altstadt
Lukas Studer Teller (Chairman)
Mario Correal Förster Teller
Patrick Förg Teller
Michael Furrer Teller
Biserka Griffel Teller
Ulrich Korrodi Teller
Heidi Kunz Teller
Johanna Leffler Teller
Christoph Dolensky Representative of the auditors
Willy Hofstetter Representative of the auditors

Presence
The shares are represented as follows:
Unofficial translation / German version prevails
- 165 312 512 registered shares: 82 344 889 by shareholders present
0 by the custodial representative
13 337 611 by the official company representative
69 630 012 by the independent voting proxy
The absolute majority of the represented votes is 82 656 257.
The absolute majority of the represented par values is CHF 165 312 514.
1279 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:
Lukas Studer (Chairman), Mario Correal Förster, Patrick Förg, Michael Furrer, Biserka
Griffel, Ulrich Korrodi, Heidi Kunz and Johanna Leffler.
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.
In his opening address, the Chairman summarises a number of major developments in the
global economic environment, together with the priorities and results of the last financial
year.
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Unofficial translation / German version prevails
In his capacity as CEO, Mr Markus Akermann discusses the operational development of the
group in the different regions and ends his statement making some remarks related to the
current year.
The Chairman gives the shareholders an opportunity to intervene.
Mrs Barbara Rimml, Berne, as representative and member of the executive committee of the
organization Multiwatch comments on the positive achievements of Holcim also in the field of
social responsibility. However, she sees an issue to be resolved by Holcim directly in the
conflict with and claim of a trade union around a plant of the group company ACC in India,
which relates to positioning and remuneration of workers of subcontracting companies active
for ACC. Mrs Rimml further comments on disputes in the context of a project of Cementos
Progreso in Guatemala. Markus Akermann in his capacity as CEO explains that Holcim is
well known as a good employer and, like ACC, committed to following the principles of the
UN Global Compact. The legal claim of the small local trade union is not supported by the
main local trade union. The trade union which filed the claim, as well as Unia, were invited
by Holcim to a local visit and to obtain direct information from the parties to the conflict, but
both have declined the invitation. The Chairman adds that Mrs Rimml will have access to Mr
Akermann, who will be dealing with this issue further. In relation to Guatemala, Mr Akerman
explains that Holcim only holds a minority position of 20% in Cementos Progreso and that
Holcim is in principle counter to any such escalation of conflicts. According to the available
information Cementos Progreso is not pursuing the project further.
Mr Cipa, Zurich, enquires if a visit to a Holcim plant is possible. Mr. Akermann offers to
discuss this issue with Mr Cipa after the Ordinary Annual General Meeting.
Nobody else asks to be given the floor.
Agenda
Item 1
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
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Unofficial translation / German version prevails
The Chairman points out that the Annual Report for 2010 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 March 2, 2011, the report could be consulted on the Holcim website.
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 199 and 215 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 intervene on this agenda item.
Mrs Dr Petra Kalman from Hungary as representative of the company Chinox AG, Rümlang,
comments on the current status of the legal dispute between Holcim and the company
Magyar Cement, Hungary, and asks why the Holcim Annual Report 2010 lists the capacity of
the Hungarian plant Hejöcsaba. The Chairman explains the history and background of the
legal dispute in Hungary. After years now, the courts have issued a final decision and
following the decline by Magyar Cement of a generous settlement offer made by Holcim, the
plant in Hungary had to be closed, while Holcim maintains the workforce on the payroll. The
CEO adds that in the context of a handover of the plant, an appropriate compensation also
for the installations representing the production capacity of Holcim in Hejöcsaba would be
due. This Holcim production capacity is listed in the Annual Report 2010.
Nobody else 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:
165 251 379 votes in favour to
36 316 votes against, and
189 500 abstentions
Item 1.2
Advisory vote on remuneration report
The Chairman notes that the remuneration report can be found in the Annual Report, pages
106 through 116 and 189 through 195. He comments on the remuneration policy of Holcim
and explains the disclosures made in the Remuneration Report in accordance with the
applicable disclosure rules of bookings in pension plan accounts.
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Unofficial translation / German version prevails
The Chairman gives the shareholders an opportunity to intervene on this agenda item.
Mr Markus Hofer, St. Margrethen, comments on his view of remuneration issues and
proposes that the remuneration report be rejected.
Mr Ulrich Hahnloser, Zurich, comments on the relationship in other companies between total
remuneration for Senior Management and net profit and asks for the respective ratio for
Holcim. Mr Thomas Aebischer in his capacity as CFO refers to the respective information in
the Annual Report.
Nobody else asks to be given the floor.
The Chairman puts the agenda item to the advisory vote.
The remuneration report 2010 is approved in the advisory vote by:
132 743 761 votes in favour to
31 304 502 votes against, and
1 420 569 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 2010 financial year is granted by:
104 721 246 votes in favour to
609 922 votes against, and
367 806 abstentions
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Unofficial translation / German version prevails
Item 3
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 1’076’821’567.- as follows:
Appropriation to free reserves CHF 600’000’000.- and Balance to be carried forward CHF
476’821’567.-.
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:
165 137 424 votes in favour to
41 182 votes against, and
271 879 abstentions
Item 3.2
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 1.50 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 479’900’000.-.
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 30, 2011, the
number of treasury shares was 7 314 535. Payment of the payout will be made on May 12,
2011.
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.
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Unofficial translation / German version prevails
The motion by the Board of Directors on the determination of the payout is approved by the
Annual General Meeting by:
165 134 453 votes in favour to
78 232 votes against, and
237 808 abstentions
Item 4
Elections
Before the actual elections take place, the Chairman bids farewell to Dr Robert Spoerry who
is unable to stand for re-election to the Board of Directors due to other obligations outside of
Holcim. His services for the Board of Directors are duly thanked.
Item 4.1
Re-election of members of the Board of Directors
4.1.1 Re-election of Mrs Christine Binswanger
On behalf of the Board of Directors, the Chairman proposes that Mrs Christine Binswanger
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 Mrs Christine Binswanger by:
164 393 804 votes in favour to
503 335 votes against, and
544 986 abstentions
for a further term of office of three years as a member of the Board of Directors.
4.1.2 Re-election of Dr Andreas von Planta
On behalf of the Board of Directors, the Chairman proposes that Dr Andreas von Planta 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.
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Unofficial translation / German version prevails
Mr Bernhard Winzeler, Thayngen, makes reference to a humoristic remark by the Chairman
and makes a similar reply.
Nobody else asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting re-elects Dr Andreas von Planta by:
162 463 567 votes in favour to
2 403 046 votes against, and
576 642 abstentions
for a further term of office of three years as a member of the Board of Directors.
4.1.3 Re-election of Mr Erich Hunziker
On behalf of the Board of Directors, the Chairman proposes that Mr Erich Hunziker 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 Mr Erich Hunziker by:
149 132 334 votes in favour to
15 776 302 votes against, and
537 037 abstentions
for a further term of office of three years as a member of the Board of Directors.
Item 4.2
Election to the Board of Directors
Election of Dr Alexander Gut
On behalf of the Board of Directors, the Chairman presents Dr Alexander Gut and proposes
that Dr Alexander Gut be elected for a term of office of three years.
The Chairman gives the shareholders the opportunity to comment on this agenda item.
Mr Ulrich Hahnloser, Zurich, asks Dr Alexander Gut to introduce himself and to explain what
his contribution as member of the Board of Directors of Holcim will be. Dr Gut comments on
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Unofficial translation / German version prevails
his education and professional experience, as well as his international personal and
professional background, which he will incorporate into his services for the benefit of Holcim.
Nobody else asks to be given the floor. The Chairman puts the agenda item to the vote.
The Annual General Meeting elects Dr Alexander Gut by:
161 992 724 votes in favour to
2 876 479 votes against, and
580 901 abstentions
for a term of office of three years as a member of the Board of Directors.
Item 4.3
Re-appointment of the auditors
On behalf of the Board of Directors, the Chairman proposes that Ernst & Young AG, Zurich,
be appointed as auditors for the financial year 2011.
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
2011 by:
164 772 446 votes in favour to
199 819 votes against, and
476 534 abstentions
The Chairman points out that the next Ordinary Annual General Meeting will be held in the
Hallenstadion in Zurich on April 17, 2012, on the occasion of the 100 year anniversary of
Holcim.
The Chairman declares the meeting closed at 12.00 am.
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Dübendorf, May 5, 2011
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.]
................................................. .................................................
Lukas Studer Mario Correal Förster
[sign.] [sign.]
................................................. .................................................
Patrick Förg Michael Furrer
[sign.] [sign.]
................................................. .................................................
Biserka Griffel Ulrich Korrodi
[sign.] [sign.]
................................................. .................................................
Heidi Kunz Johanna Leffler
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