Holcim : (EN) Invitation Annual General Meeting 2024

INVITATION ANNUAL GENERAL MEETING

WEDNESDAY, 8 MAY 2024, AT 9:00 A.M.

BOSSARD ARENA, GENERAL-GUISAN-STRASSE 4, 6300 ZUG, SWITZERLAND

Dear Shareholders,

With record results in 2023, Holcim is stronger than ever. We delivered record results and a superior earnings profile, with industry-leading margins and a strong balance sheet, enabled by our empowered and accountable performance culture. We launched "Strategy 2025 - Accelerating Green Growth" in 2021, and have achieved our financial targets two years ahead of plan.

Moving our business from volume to value, we have successfully shifted to the most attractive markets as well as businesses with strong growth drivers and margins led by our advanced building solutions and brands. We accelerated our leadership in sustainability, making decarbonization a driver of profitable growth.

2023 was a year of record results

With our empowered performance culture, our 63,448 colleagues worldwide delivered record results. They went above and beyond to deliver advanced building solutions for our customers, with our leading brands from ECOPact and Elevate to Fuerte representing

30 percent of our net sales. Thanks to our broad-based, profitable organic growth, we achieved a superior earnings profile, with an industry-leading Recurring EBIT margin of 17.6 percent, as well as record Free Cash Flow of CHF 3.7 billion, while reducing our CO₂ per net sales by 20 percent compared to 2022.

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JAN JENISCH

Chairman of the Board of Directors and CEO

Growing in the most attractive markets

We continued our fast-paced growth in the most attractive markets, increasing our share of net sales in mature markets from 55 percent in 2018 to 78 percent in 2023, while expanding rapidly in Solutions & Products, up from 9 percent to 21 percent of net sales over the same period.

In North America, we almost doubled net sales from USD 6 billion to more than USD 11 billion in three years. The region now represents 39 percent of our net sales. As a standalone entity, our North American business is ideally positioned to play a key role in the region's reindustrialization,­ accelerated by infrastructure investments - from data centers enabling the AI economy and logistics platforms for e-commerce, to battery factories supporting the transition

to electric vehicles.

In Europe, we made decarbonization a driver of profitable growth and launched our sector's most ambitious net zero targets this year. Making net-zero cement a reality at scale in this decade, we aim to offer eight million tons of fully decarbonized cement per annum

by 2030, as we scale up our carbon capture, utilization and storage (CCUS) technologies. We have six projects in execution that have been selected for grants from the European Union (EU) Innovation Fund to capture five million tons of CO₂ a year by 2030.

With our strong market positions in Latin America, we delivered leading profitable growth, playing an essential role in the region's infrastructure growth and modernization with our advanced building solutions. For example, in Mexico we are at the core of signature infrastructure projects including the Maya Train, which is connecting the main cities of the Yucatán Peninsula, and the Libertad Dam in Monterrey with ECOPact inside, which will be the longest dam in Latin America.

In Asia, Middle East and Africa, we achieved strong value creation and margin expansion, while sharpening our geographic footprint. We delivered broad-based profitable growth in some of the world's fastest urbanizing markets and led strong performance in its most attractive markets like Australia.

We continued to expand Solutions & Products, with 11 strategic value-accretive acquisitions, from the iconic roofing brand Duro-Last in the U.S. to FDT Flachdach Technologie in Germany, becoming a global leader in advanced roofing and insulation systems. With our state-of-the art operations and R&D centers, we are delivering

80 percent of sales in system selling in commercial roofing, to offer superior customer value. Making this business a resilient engine of profitable growth, we are focusing on the repair and refurbishment market - with 70 percent of net sales in re-roofing - while expanding our range of advanced mortars for the renovation market in Europe.

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Leading in sustainability

We advanced our leadership in sustainability, reducing our CO₂ per net sales by 42 percent versus 2020. Leading the transition to sustainable building with innovative solutions, we accelerated green growth with our billion Swiss-franc sustainable brands. ECOPlanet low-carbon cement reached CHF 2.2 billion in net sales, while ECOPact low- carbon concrete delivered CHF 1.1 billion in net sales. To drive circular construction in every metropolitan area where we operate, we launched our ECOCycle® technology platform, and increased recycling of construction demolition materials by 24 percent year-on- year to build new from old.

Changes in leadership

Beat Hess decided to stand down as Chairman at last year's Annual General Meeting. The Board of Directors and I sincerely thank Beat for his outstanding leadership as Chairman over the past seven years, during which he played an instrumental role in ensuring the company's successful transformation while overseeing the development of the Board of Directors. Our record results in 2023 show that Beat left Holcim in a state which is stronger than ever.

I am honored to stand for re-election as Chairman at the AGM this year, and am very pleased that the Board has appointed Miljan Gutovic

as Holcim's next CEO, who will follow in my footsteps on 1 May 2024. Since joining Holcim in 2018, Miljan has successfully led two of Holcim's regions, firstly as Head of Region Middle East and Africa, and then in his current role as Head of Europe and Operational Excellence.

A highly qualified successor, Miljan has played a central role in Holcim's successful transformation to become the leader in innovative and sustainable building solutions. Making decarbonization

a driver of profitable growth, he strengthened our business with record profitability in Europe, while closing strategic transactions and building winning teams.

Intention to list our North American business in the U.S.

On the back of our record performance in 2023, we began the new year by announcing our intent to list our North American business in the U.S., to unlock our next level of growth and value creation. We have the strength and scale to create two regional champions to fully capitalize on our markets' growth opportunities.

Our rock star North American business will become the leading pure-play building solutions company in North America. Holcim, post-U.S. listing, will aim to strengthen its position as the leader in innovative and sustainable building solutions.

With their market-leading positions, both champions will deliver superior value with their market-specific strategies, focused capital allocation and fully dedicated leadership teams. They will play to win in their markets, to be the preferred partner for our customers with the most advanced solutions, while generating superior returns

for their shareholders.

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Our people make this possible

We owe Holcim's record results to the passion and expertise of our people with their unstoppable winning spirit. They bring our purpose - to build progress for people and the planet - to life across all our markets every day.

A safe and healthy working environment is of the utmost importance to all of us, and I commend the important work our colleagues have done this year to further improve our Health & Safety performance.

More remains to be done to reach our goal of zero harm, and we will strive for this in 2024.

To all our colleagues, I sincerely thank you for going above and beyond to make Holcim the great company it is today, as we lead the transition to sustainable building. I hope that reading about our teams' achievements in our Annual Report will inspire you as much as it inspires me.

As we move forward in 2024, we are committed to another year of record results and value creation for all of our stakeholders. Thank you, dear shareholders, for the trust that you continue

to place in us as we build progress together.

JAN JENISCH

Chairman of the Board of Directors and CEO

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AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS

1 Management report, annual consolidated financial statements of the Group, annual financial statements of Holcim Ltd, compensation report, report on non-financial matters, climate report; auditor's reports

1.1 Approval of the management report, the annual consolidated financial statements of the Group, and the annual financial statements of Holcim Ltd

Proposal of the Board of Directors: Approval of the management report, the annual consolidated financial statements of the Group and the annual financial statements of Holcim Ltd.

Explanation of the Board of Directors: The Board of Directors is required by law to submit the management report, the annual consolidated financial statements of the Group, and the annual financial statements of Holcim Ltd for each financial year to the Annual General Meeting for approval. The auditors, Ernst & Young AG, Zurich, have audited the consolidated financial statements of the Group and the annual financial statements of Holcim Ltd and recommend them for approval.

1.2 Advisory vote on the compensation report

Proposal of the Board of Directors: Acceptance of the compensation

report in an advisory vote.

Explanation of the Board of Directors: The Articles of Incorporation require the Board of Directors to submit the compensation report for each financial year to the Annual General Meeting. The auditors, Ernst & Young AG, Zurich, have audited the compensation report and confirm that it complies with the legal requirements. Further information can be found in the brochure "Compensation votes" published on Holcim's website atHolcim.com/agm.

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1.3 Advisory vote on the report on non-financial matters

Proposal of the Board of Directors: Acceptance of the report on non-financialmatters in an advisory vote.

Explanation of the Board of Directors: Pursuant to the new Art. 964a et seqq. of the Swiss Code of Obligations, Holcim is required to prepare a report on non-financialmatters for the first time for its 2023 financial year and to submit such report to the Annual General Meeting. Details on compliance with this requirement can be found in Holcim's Integrated Annual Report 2023 which is published in English on Holcim's website atHolcim.com.

Holcim's report on non-financial matters comprises the sections specified on page 434 of Holcim's Integrated Annual Report 2023, and accordingly, the vote under this agenda item 1.3 is limited to such specific sections. Ernst & Young AG, Zurich, have undertaken a limited assurance engagement on a selection of non-financial information on page 418, and provided an independent assurance report on page 416. The sections of Holcim's Integrated Annual Report 2023 forming Holcim's report on non-financial matters can also be found in the brochure "report on non-financial matters" published on Holcim's website at Holcim.com/agm.

1.4 Advisory vote on the climate report

Proposal of the Board of Directors: Acceptance of the climate report

in an advisory vote.

Explanation of the Board of Directors: The Board of Directors believes that shareholders should have a say on climate-relatedmatters on a regular basis and as in the last two years is seeking the support of shareholders on its climate strategy in an advisory vote in addition to the report on non-financialmatters which also includes climate matters. Decarbonizing Holcim to become net-zerois of utmost importance for the company and the purpose of this vote is to involve our shareholders in the climate strategy presented by allowing them to express their opinion. Shareholders are not asked to take responsibility for our climate transition strategy, which is among the responsibilities of the Board of Directors. All climate-relatedinformation has been included in Holcim's Integrated Annual Report 2023 published on Holcim's website atHolcim.com. The climate report is also available

in English on Holcim's website, at Holcim.com/agm.

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2 Discharge of the members of the Board of Directors and the Executive Committee

Proposal of the Board of Directors: Granting of discharge to the members of the Board of Directors and the Executive Committee for the 2023 financial year.

Explanation of the Board of Directors: By granting discharge to the members of the Board of Directors and the Executive Committee, the approving shareholders and the Company declare that they will not hold the members of the Board of Directors and the Executive Committee responsible for events of the past financial year that have been brought to the attention of the Annual General Meeting.

3 Appropriation of available earnings and distribution payable out of capital contribution reserves

3.1 Appropriation of available earnings

Proposal of the Board of Directors: Available earnings of CHF 17,139 million (comprising retained earnings of CHF 16,452 million carried forward from the previous year and net income for 2023 of CHF 687 million) to be carried forward to the new account.

Explanation of the Board of Directors: Instead of a dividend from available earnings, the Board of Directors proposes under agenda item 3.2 a distribution payable out of capital contribution reserves. All available earnings may therefore be carried forward to the new account.

3.2 Distribution payable out of capital contribution reserves

Proposal of the Board of Directors: Distribution of CHF 2.80 per registered share of CHF 2.00 par value up to an amount of CHF 1,573 million.

Holcim Ltd will abstain from making any distribution with respect to treasury shares existing at the time of the distribution.

The last trading day with entitlement to receive the dividend is expected to be 10 May 2024, and the shares are expected to

be traded ex-dividend as of 13 May 2024. Payment is expected to be made on 16 May 2024.

Explanation of the Board of Directors: The distribution payable out of capital contribution reserves requires a resolution of the Annual General Meeting.

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4 Re-elections and elections

4.1 Re-elections of members of the Board of Directors and re-election of the Chairman of the Board of Directors

Explanation of the Board of Directors: Since the term of office of the members of the Board of Directors and of the Chairman ends with the conclusion of the Annual General Meeting 2024, they each have to be re-electedby the Annual General Meeting. The Board of Directors proposes the following members of the Board of Directors, who are available for re-electionfor a further term of office, for re-electionat the Annual General Meeting. Biographical details of all candidates standing for re-electioncan be found in Holcim's Integrated Annual Report 2023 in the section "Governance, Risk and Compensation" as well as on Holcim's website atHolcim.com/board-directors.

4.1.1 Re-election of Jan Jenisch as a member of

the Board of Directors and re-election as Chairman of the Board of Directors

Proposal of the Board of Directors: Re-election of Jan Jenisch as a member of the Board of Directors and re-election as Chairman of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.2 Re-election of Prof. Dr. Philippe Block as a member of the Board of Directors

Proposal of the Board of Directors: Re-election of Prof. Dr. Philippe Block as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.3 Re-election of Kim Fausing as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Kim Fausing as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.4 Re-election of Leanne Geale as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Leanne Geale as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

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4.1.5 Re-election of Naina Lal Kidwai as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Naina Lal Kidwai as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.6 Re-election of Dr. Ilias Läber as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Dr. Ilias Läber as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.7 Re-election of Jürg Oleas as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Jürg Oleas as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.8 Re-election of Claudia Sender Ramirez as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Claudia Sender Ramirez as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

4.1.9 Re-election of Hanne Birgitte Breinbjerg Sørensen as a member of the Board of Directors

Proposal of the Board of Directors: Re-electionof Hanne Birgitte Breinbjerg Sørensen as a member of the Board of Directors for a further term of office of one year, expiring after the completion of the Annual General Meeting 2025.

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