Good morning, dear shareholders. Good morning, dear guests. On behalf of the Board of Directors and the Executive Committee, I would like to welcome you to our annual general meeting here at the Bossard Arena in Zug. I am delighted to see so many of you here today. I would like to start by warmly welcoming Peter Hegglin, the Chancellor of State, and the representative of the Canton of Zug. I would also like to welcome Bernhard Neidhardt, representing the Labour Office of the Canton of Zug. I would also like to welcome our Honorary Chairman, Thomas Schmidheiny, as well as the members of the Board of Directors and the Executive Committee who are all present here today. I would also like to extend a warm welcome to Beat Hess. He is the former Chairman of the Board of Directors. A warm welcome to you, Beat.
I would also like to welcome Sabine Burkhalter, who, as independent proxy, has once again been appointed by many shareholders to represent them this year. I would also like to welcome representatives from our auditors, Ernst & Young AG, Mr. Jacques Pierre, and Mr. Daniel Zaugg. Furthermore, the notary, Mr. Thomas Stolz from Baer & Karrer Attorneys at Law here in Zug. A warm welcome to you as well. Next, I would like to introduce my colleagues who are here on the podium with me today. They will support me in reporting on the past year, answering your questions, and conducting the annual general meeting in orderly fashion. I'll start to my right with Steffen Kindler, the CFO. To my right is our CEO, Miljan Gutovic.
To my left is Hanne Sørensen, the Vice Chairperson and Lead Independent Director of the Board of Directors, and Dragan Simeunovic, the Secretary to the Board of Directors. Before we report on the course of business in more detail, please allow me to make a few technical and housekeeping points. If you would like to follow the annual general meeting in English, please select channel two on your headset. For German, please select channel one. In order to ensure an efficient meeting, we have set up a speaker's desk for all shareholders who wish to take the floor. It is located to the left of the stage from your viewpoint. Please register there and indicate which agenda item you would like to speak on. When we reach the discussion of the relevant agenda item, we will call you to ask your questions or make your comments.
Finally, health and safety are our top priority. This also applies to today's annual general meeting. Please take a look around and identify the nearest emergency exits, which are marked with a green sign. In the unlikely event that we have to evacuate the building, please follow the instructions of the staff. Furthermore, after the formal part and the closure of the meeting, we cordially invite you to lunch. Do have a good general assembly. Dear shareholders, the past year was another extremely successful one for Holcim. We also started very well in the new year. Holcim has an excellent earnings profile and strong brands and strong balance sheets.
This success was only possible because we invest in sustainable construction technologies, in building up a new field with CDM materials, construction demolition materials, and our focus on appealing markets in Europe and Latin America, as well as the fact that we have exited less interesting countries. I personally am particularly happy to announce the relaunch of the Holcim brand and our sustainable brands, EcoPact, EcoPlanet, and EcoCycle, which have become multi-billion dollar brands. This is all thanks to our clear strategy and our 65,000 colleagues. Together, we have turned Holcim into a world-class company, and we're stronger than ever before. We have a strong financial result that we have reported, and we focus on shareholder value to be generated for our shareholders. Even though we have reached a great deal, the ambitions remain strong.
In the current time, in particular, where trusted parameters can be changed overnight and simply do not apply anymore, we need management which is farsighted and provides guidelines by determining a strong course, weighing risks carefully, but is also brave enough to break new ground. With our CEO, Miljan Gutovic, we are in the best hands. He has been doing excellent work since May last year, as you can see from our results, and he will continue to do so, working for Holcim, pulling out all the stops. On behalf of the Board of Directors and the executive management, I would like to congratulate you, dear colleagues, on a record year 2024. You try to excel every day. You achieve top performances in all markets and keep ensuring the resilience of our business model.
Together with our colleagues, we have for the first time exceeded the threshold of CHF 5 billion as far as EBIT is concerned, a record high cash flow of CHF 3.8 billion, and have exceeded earnings per share by 5% to CHF 5.70. Thanks to these record results, the Board of Directors is proposing to increase the dividend by 11% to CHF 3.10. The dividend, again, will be paid out of foreign capital contribution reserves, which means that the Swiss withholding tax does not apply. Last year as well, we launched a share buyback program in February 2024, that is, to the tune of CHF 1 billion. This program was completed on the 13th of December 2024. Holcim bought back 12.2 million shares, which corresponds to 2.1% of the total shares issued.
The average purchase price was CHF 81.64 per share. The Board of Directors is proposing today to cancel these shares. With the dividend increase and the completed share buyback program and the planned divestment of the North America business, the spin-off, we are generating attractive returns and dividends for our shareholders. All measures can be financed from existing liquidity of Holcim, and Holcim's liquidity position will not be compromised irrespective of these developments. Our CEO, Miljan Gutovic, and our Chief Financial Officer, Steffen Kindler, will provide more detail after my speech on the course of the 2024 business year. Let me now make a few comments on the spin-off of the North American business. For all of you, today's annual general meeting is a very positive event. With the planned spin-off, you will be in possession of shares of two very attractive companies.
Many questions reach us as to which company will be the stronger one. Time will tell. If you choose to hold onto both shares, to both stakes, you will have the same geographical footprint, and you will benefit from stronger strategic focus and bigger growth potential of both companies. The Board of Directors is proposing the spin-off as part of a special dividend, a dividend in kind. The plan is to give every Holcim shareholder one AmRise share for each Holcim share. The separation with regard to the capital market is planned with a 100% spin-off of the North American business, which will basically do business under the name of AmRise. We are convinced, as an independent, separately traded company, Holcim and AmRise will benefit from a stronger strategic and operational focus.
The executive managements of both companies will try and use the opportunities of both markets, of their respective markets. I personally am very pleased to be able to take over the role of Chairman and CEO of AmRise, and I'm very much looking forward to this work. Thank you very much for the trust the Board of Directors is placing in me. In total, we are well positioned with AmRise. We have performed an appointment procedure headed by the Nomination Committee, headed by Hanne Sørensen, and we've already announced all the names of the Board of Directors. This committee has nominated all the designated members of the Board of Directors, and these were confirmed by the Board of Directors of Holcim. In order to have a competent, powerful team, the Board of Directors of Holcim will have 10 members and will take up its work after the spin-off of AmRise.
We will focus on market leadership and the creation of additional values for shareholders, clients, and all other stakeholders. In case of approval of the annual general meeting, we expect the spin-off to take place by June this year, provided all the conditions are met, conditions which you can find in the invitation document to this annual general meeting. Sam Poletti, who was the leader in planning the realization of this project, he will take over the floor in just a moment and explain the strategy of AmRise in more detail. Ladies and gentlemen, I'd now like to quickly comment on today's elections. As the Board of Directors of Holcim has appointed me as Chairman designate and CEO of the North American company, I'm pleased to present Kim Fausing here as the new Chairman of the Board of Directors.
Kim is a very successful CEO at the helm of Danfoss, one of the leading technology companies for sustainable buildings, infrastructure, and engineering and technology solutions, domiciled in Denmark. He has more than seven years of experience as a CEO and five years as a member of the Board of Directors at Holcim. Kim is a fabulous leader who knows our company very well and also has the farsightedness such a mandate requires. After 12 years on the Board of Directors, Hanne Sørensen is no longer running for office. She held the role of Vice Chairperson. She also chaired the Nomination, Compensation, and Governance Committee and ensured strict independent control mechanisms as Lead Independent Director of the Board of Directors.
Jörg Oleas has been appointed to the Board of Directors of the planned North American company, where he will bring great added value to Holcim with his many years of experience as a member of the Holcim Board of Directors. For this reason, he is also not standing for re-election today. On behalf of the Board of Directors, I would like to thank Hanne and Jörg very cordially for their commitment and outstanding contributions over the past years. In order to strengthen the Board of Directors of Holcim, two new candidates will be proposed for election at this year's AGM. Adolfo Uribe is the first candidate. He's been Chairman and CEO of Tetra Pak since 2019, and Sven Schneider, who has been Chief Financial Officer of Infineon since 2019. Both candidates are highly qualified executives from the engineering and technology-driven industries.
They will contribute their in-depth expertise to drive Holcim's next phase of growth. All other members of the Board of Directors are standing for re-election. With the proposed candidates, the Board of Directors of Holcim will consist of 10 members in the future, all of whom are independent. I would also like to comment on some more relevant items on the agenda. For the second time, we are presenting the report on non-financial matters. This report covers the most relevant non-financial issues of our business year with regard to environment, social, and employee matters, as well as the compliance with human rights. This report is fully integrated into the overall annual general meeting, but it was also available prior to the annual general meeting as an independent document. For the fourth time in a row, we have also published our climate report.
This climate report shows how we accelerated our climate protection measures and reached progress with regard to all levers of decarbonization. Sustainability is part and parcel of Holcim's business, and our business activities and the climate report for the first time are fully integrated into the annual report. To facilitate the vote on the climate report, we've made this document available as a separate document. This is to continue our tradition that you, as shareholders, can cast your vote on such a crucial issue as the climate development. I would like to wish you a good general meeting and hand over to our CEO, Miljan Gutovic.
Thank you, Jan. Good morning, everyone. It is my privilege to stand before you, the shareholders. We appreciate your continued support of our growth journey. Your trust in our vision, our strategy, and, of course, management team is essential.
For this, we are truly grateful. First, a few words for you, Jan. Since 2017, you have led Holcim's transformation as CEO and also as Chairman. Today, Holcim is a leading company in our sector, offering our customers advanced, sustainable building solutions. At the same time, we are delivering consistent, superior financial performance and, of course, shareholders' value. As you step down as Chairman of the Board, I thank you on behalf of everyone at Holcim. Jan, thank you. 2024 was a record year with many remarkable achievements. Let me share with you some of our exceptional highlights. In the full year, Holcim delivered record recurring EBIT, or earnings before interest and tax, of more than CHF 5 billion for the first time. This was up 11% in local currency and also up 6% in Swiss francs.
We also achieved a new record in our earnings per share, up 5%. In addition, free cash flow reached a record CHF 3.8 billion in 2024. All of this came with further expansion of our industry-leading EBIT margin, or our EBIT as a proportion of net sales to a record 19.1%, up 150 bps . Margin expansion was driven by our advanced branded solutions from EcoPact and EcoPlanet all the way to Elevate, which grew to 36% of total net sales in 2024, up from 30% in 2023. We are focused on driving value for you, our shareholders. Based on our strong balance sheet, we propose 11% growth in our dividend, which translates to CHF 3.1 per share. On top of this, we completed the CHF 1 billion share buyback last year. In Q1 2024, this year, we had a good start of the year.
Our net sales were stable versus Q1 last year, and we achieved overproportional growth in recurring EBIT, close to 2% in all local currencies versus a year ago. We are well positioned to navigate today's economic uncertainty. As Jan mentioned, we are well on track with the listing of our North American business, AmRise, planned by way of a 100% spin-off to our shareholders. An important driver of our profitability is multi-billion brands we offer our customers. Overall, customer demand for EcoPlanet and EcoPact continues to grow. In Q1 2025, net sales of EcoPact and EcoPlanet increased to 32% and 29% substantially compared to the prior year period. Another highlight is Circular Construction, which we are advancing as a driver of profitable growth in metropolitan areas across the world where we operate. We reached 10.2 million tons in recycled construction demolition materials last year.
That is more than 2,000 truckloads every working day of the year. In Q1, we increased recycling of construction and demolition materials by 21% versus the same period a year ago. In 2024, we closed four highly accretive circular construction acquisitions to accelerate profitable growth in the U.K., Germany, Belgium, and Switzerland. Value-accretive M&A also drove the expansion of our industry-leading EBIT margins. We continued our M&A execution in 2024 with 27 transactions, reinforcing our geographical footprint. Our strong momentum continued even this year with five value-accretive acquisitions. These transactions will reinforce our aggregates and ready-mix business in Europe and North America, and our specialty building solutions in Latin America. This record performance with significant margin expansion is only possible thanks to Holcim's deeply embedded performance culture. Our purpose-driven culture is the foundation for delivering continued superior performance. To our 65,000 employees worldwide, thank you for an exceptional year.
Everything we accomplish at Holcim is because of our commitment to purpose, people, and performance. This is our Holcim spirit, and I'm incredibly proud to work alongside you and to see this in action. Together, we are focused on ensuring that Holcim is indeed the best workplace where talent is nurtured, where performance is rewarded, and health and safety is our top priority. As you are all aware, there is an increased level of economic uncertainty due to the changes in global trade. Our local-for-local business model, from sourcing and production to delivering to our customers, is indeed well positioned to navigate all economic cycles. This is based on our well-established footprint of 2,600 sites focused on domestic production, combined with our fully decentralized operating model with over 500 P&L leaders, and of course, our focus on strict financial discipline.
Regardless of external factors, Holcim will continue to focus on controlling the controllables, and delivering innovative and sustainable solutions for all our customers. Turning now to our outlook and guidance, building on our record full-year performance and good start to 2025, Holcim has a strong outlook across all of its business segments. We are well positioned for 2025. We expect continued profitable growth. At Q1, we did confirm our full-year guidance for 2025, which is mid-single-digit net sales growth in local currency, overproportional growth in recurring EBIT, expansion of our EBIT margins, and free cash flow of above CHF 3.5 billion. We will continue double-digit growth in recycled construction and demolition materials. As you can see, Holcim is indeed a growth company with a resilient business model across all market conditions and economic cycles.
In recent years, Holcim has delivered a superior earnings profile, strong balance sheet, and industry-leading margins. We have seen accelerated growth in the most attractive markets, fast expansion in solutions and products, and decarbonization driving profitable growth. This success is a testament to our empowered business leaders and operating model. In 2024, as we have seen, we achieved yet another year of record performance as we focused on delivering our strategic priorities with impeccable execution by our employees worldwide. It is this superior performance that is allowing us to unlock the next level of growth and value creation with the planned listing of our North American business, AmRise. Dear shareholders, thank you for your trust. With Holcim's best-in-class leadership team and Holcim's colleagues across the world, we will continue to deliver on your behalf and to build progress for people and the planet.
Now, I'll pass it over to our CFO, Steffen Kindler, who will talk through our financial highlights in more detail. Thank you very much.
Vielen Dank, Miljan. Noch von meiner Seite. Thank you, Géraldine. Good morning also from my side. Dear shareholders. In my role as Group CFO, I thank you for attending our AGM today. I would like to extend a warm welcome to all who have made it to Zug to be with us in person. As Miljan said, Holcim once again achieved record performance in 2024 fiscal year. Our results mean that we're well positioned for future success. In my presentation to you today, I will demonstrate how we create shareholder value at Holcim. Key focus for us and something we have delivered successfully and consistently for a number of years. Let's first look at profitability.
Here you can see the consistent progression of our recurring EBIT, our earnings before interest and tax, and our industry-leading recurring EBIT margin, EBIT in proportion to sales on a rolling 12-month basis over consecutive quarters. We are clearly ahead of our peers with our margin. This is a reflection of our competitiveness. It also shows how resilient our strongly local business is, as Miljan mentioned, this across all market conditions and economic cycles. The consistent recurring EBIT margin expansion is grounded in Holcim's rigorous focus on our high-value strategy. From a broad range of products, continuing to advance sustainable building solutions, decarbonization, circular construction as drivers of profitable growth, all the way to our empowered leadership with its strong performance culture. The effect of these profitability drivers can be seen in the compound growth in our earnings per share.
Our EPS rose 5% in 2024 versus a year ago to a record CHF 5.70. We've also been able to grow earnings per share consistently over several years. Another indicator of our progressive value creation is Holcim's free cash flow generation. In 2024, this rose to a record CHF 3.8 billion, which is roughly CHF 100 million higher than in 2023. We did that even whilst making CHF 1.5 billion CapEx or capital expenditure in investments. Let's turn to ROIC, the return on invested capital, which reached a new record at 11.2%. This is proof of our careful capital management, both in CapEx and M&A, an efficient use of our existing asset base, as well as increased profitability. This is another important indicator of performance that we have increasingly improved over the years. How does this affect our balance sheet?
Thanks to the strength of our balance sheet, we have a basis for acquisitions and to return cash to shareholders where that makes sense. In the past year, we spent net CHF 500,000,000 on acquisitions and a slightly lesser amount on a hybrid bond repayment. Nevertheless, we kept our net financial debt leverage at the same level as in 2023, while returning a total of CHF 2.6 billion cash to Holcim shareholders. Again, this is a consistent story that has played out over several years. We have taken our net debt leverage ratio down from CHF 2.2 in 2018 to its current CHF 1.2 level, prioritizing our strong investment grade credit rating from the rating agencies. I would now like to turn to our dividends. This is the fourth year in a row that the board is able to propose a double-digit increase in dividends per share.
That increase takes it to a record CHF 3.10, up 11% from 2023. This amounts to a 12% annual growth in dividends since 2020. These dividends are paid out of our foreign capital reserves and are thus exempt from Swiss withholding tax. I can also report that back in December, we completed our latest share buyback program over a total of CHF 1 billion, which was about 2.1% of our total shares issued. We were able to purchase the shares at an average price of CHF 81.64 per share, significantly below the current market price. There is, of course, another way in which we drive superior shareholder value. Finally, I'd like to spend a moment on capital allocation. It illustrates how we have a balanced yet agile approach to capital deployment.
As you can see here, about 40% of the CHF 33 billion of capital allocated over the last seven years went to growth investments, which is mergers and acquisitions and internal growth initiatives. Another 35% has been returned to shareholders through progressive dividends and share buybacks. 25% has been for debt repayment, a demonstration of our commitment to our strong investment grade credit rating. I trust that the metrics that I've walked you through today demonstrate Holcim's excellent track record in creating shareholder value. It is this proven track record of growth, performance, and value creation that gives us the optimal platform to take the next step to unlock value by creating two champion companies. With that, it gives me great pleasure to hand over to you, Sam Poletti, Project Management Office Lead for the planned listing of our North American business. Einen schönen guten Morgen miteinander.
Good morning, everyone. Esteemed shareholders, it is a special honor for me to be able to explain the project of the planned spin-off of our North American business, AmRise, in more detail. It is one of the most important projects in Holcim's long history, and it is the start of a new chapter. You, as shareholders, will take the final decision today on the realization of the project and on how to determine the course for the future. Over the past five years, Holcim has developed into a model company in the industry, but also on the stock market. The goals of our strategy 2025 have already been achieved a year early. We are therefore ready to take the next step, the next bigger step in terms of growth and value creation. At the same time, the global framework conditions for companies have changed substantially.
The spinoff takes full account of this development and further strengthens the logic behind. What does the future look like? Both companies will emerge stronger from the spinoff, and can each pursue their own strategy. Both are clearly focused on growth, albeit with clearly different priorities. As shareholders, you will benefit equally. AmRise and Holcim presented their strategies at their respective investor days in New York and Zurich at the end of March. We would like to briefly reiterate the key points. Let's start with AmRise, North America's leading manufacturer of building material solutions. We play a critical role in the North American construction industry and are recognized as one of the leading companies. We have steadily improved our performance year after year.
In future, AmRise will have the advantage of being able to focus strategically and operationally on North America exclusively, one of the most attractive markets in the world. Today, we are already the largest manufacturer of building material solutions, focusing on North America's growing market. As AmRise, we can build on this and start from a position of strength. AmRise is a unique investment opportunity based on five clear drivers. Number one, 100% focus on North America. Number two, unique setup and resources in the most attractive markets close to customers. Number three, existing track record of value creation. Number four, the right strategy and management team. Number five, a strong capital structure and growth-oriented capital allocation. The aim of this is to create added value for our shareholders. On the other hand, we have Holcim as the counterpart, who becomes a leading partner for sustainable construction solutions.
We are expanding the product portfolio and introducing a new customer-oriented segmentation. On the one hand, we'll have building materials, which includes cement and aggregates, the foundation of our business. Number two, the second unit is business building solutions, which includes energy-efficient construction solutions, including sustainable concrete and mortar, with the aim of offering holistic solutions from construction systems to high-performance concrete. The share of this segment is to be further expanded in the medium term. This allows us to serve all our markets and customers comprehensively. Holcim is and will continue to be a very attractive investment with significant growth potential. Holcim is already a leading company with sustainable construction solutions for customers in various markets. This gives us tailwind, and Holcim is ideally positioned to benefit from the major megatrends of the future, from urbanization to energy-efficient renovation of buildings.
We create growth opportunities across geographical regions, from Europe, Latin America, and Asia to the Middle East and Africa, in order to achieve above-average market growth. Our talented employees and established performance culture will continue to generate above-average financial performance and added value in the future. Let me now turn to the project and its implementation. We have already come a long way, ladies and gentlemen. At the beginning of 2024, we announced our intention to spin off our North American business and list it on the U.S. stock exchange. We are on track and have already reached various very important milestones over the last 17 months. Just to name a few, Form 10 filed for registration in the U.S. with all financials converted to U.S. GAAP, appointment of the AmRise board and management team, and of course, the investor stays in March.
The team has done an outstanding job and is preparing the final steps for the listing. I would like to express my sincere thanks to the Board of Directors, all my colleagues around the world who have worked on this project, and of course, especially to the immediate project team. Today, at the annual general meeting, you, as shareholders, will decide on the final realization of the project. The plan is to list AmRise on the stock exchange as an independent company by the end of June. In realizing this project, our top priority is to focus on the interests of our shareholders. Holcim shareholders will hold shares directly in both companies. Among other things, we have a structure that is tax neutral both in Switzerland and in the United States.
In addition to the listing in the U.S., there is also an additional listing in Switzerland, which means that shareholders, you are free as shareholders, you are free to choose whether to trade in U.S. dollars or in Switzerland, in CHF . In the medium term, the aim is to share for the share to be included in the leading American indices. We have a solid capital structure and are clearly aiming for an investment grade rating. Our investor relations team will be happy to answer your question at any time. Your custodian bank will also be happy to answer your questions. We recommend that you contact the custodian bank in advance of the spinoff. Our share price has developed favorably, particularly with regard to the two indices in the U.S. and Switzerland, the S&P 500 and the Swiss SMI.
The consistent implementation of the strategy, the performance, and the announcement of the spinoff in January 2024 are the main reasons for this. This was also confirmed by investors during the roadshows. The successful realization of the planned spinoff depends on your support, ladies and gentlemen, and your approval. You will have the opportunity to cast your vote on this project under the respective agenda item. I would like to thank you very cordially for your attention.
Vielen Dank, Miljan, Steffen und Sam. Thank you, Miljan, Steffen and Sam, for the excellent presentations and, of course, more so for the work behind it. With that, we move over to the formal part of our general assembly, dear shareholders. On behalf of my 65,000 colleagues, I would like to take this opportunity to thank you most sincerely for your trust in Holcim.
You have helped to drive growth and development at Holcim. Your support, your commitment form the foundation on which we build our progress. Meine Damen und Herren. Ladies and gentlemen, thank you for your attention. You now have the opportunity to ask questions or to make comments on general topics. We'll be very happy to answer them. At the speaker's desk, we have already received certain requests to speak, and I will call up the respective speakers. Please introduce yourself with your name and your place of residence. Please be brief. If we have too many speeches and if the speeches are too long, I would have to limit the speaking time. We will call up speakers when the specific and relevant agenda item has come up. I'd like to remind you that this meeting is recorded on video and audio. The first question comes from Mr.
Vincent Kaufmann from Ethos. Mr. Kaufmann.
Sehr geehrter Herr Präsident, Chairman, ladies and gentlemen, members of the board, dear shareholders. I am Vincent Kaufmann. I'm the director of Ethos, the foundation that represents various pension funds and long-term shareholders of Holcim and soon of AmRise. Dear shareholders, also we are looking forward to further positive developments, and we're happy about all the positive developments in the past five years of Holcim. I'm speaking about financial results, but also the extra financial results of the company. Both have been gratifying, and this is reflected in the share price development, particularly over the past 18 months. At this juncture, we would like to thank Mr. Jenisch for his important contribution. He took over in 2017 under very difficult framework conditions, indeed. I'd like to speak on two topics. One, the compensation system; the other, the strategy of the AmRise group.
Ethos has already talked at this venue about the difficult compensation structure that could lead to an increase in compensation that is unnecessary at the age of 2018. We explicitly also talked about the risks contained in the stock option plan. In March 2025, the five-year performance period ended of the options granted in 2020. According to the compensation report at that time, 2020, those options would be valued at CHF 1.23, and that would lead to a total sum of CHF 890 for the total option package of former CEO Jenisch. According to stock market figures, the total value of those options realized, total profits realized for a non-executive person to over CHF 35 million. That would be the total value. We all talked about the doubling of the share price over that time, but no other shareholder present here had a performance of 3,900%.
That is an increase by a factor CHF 39 million. So the stock option plan had uncontrollable consequences on the effective compensation and on decisions made by management. We therefore demand from the board of Holcim to stop that plan and to include a relative performance criterion based on share price development. One more thing about the spinoff of AmRise. Ten years after the merger with Lafarge, the board today proposes to divest the US North America business. This split makes sense also from our perspective. We support it. The new company so far has not issued any information on climate goals and on sustainability strategies. The ecological footprint of AmRise will be just as relevant as that of Holcim. Therefore, it is absolutely indispensable for AmRise to be at least as ambitious as Holcim with regard to climate-relevant goals.
With regard to governance, we believe that the double function of CEO and Chairman of the Board is a risk. We expect from the Board to rethink that double function and to get to a modern form of governance. Dear shareholders, Ethos asks you to send a signal to the Board of Holcim by rejecting the compensation report and the budget for compensation. This is in order to avoid future misguided incentives. We support the divestment of the AmRise business, but we expect that the Board has an ambitious climate strategy that will be put to shareholders at the AGM in 2026. We hope we can support this with the same conviction as we do with today's climate goals that Holcim has. Thank you for your attention. Lieber Herr Kaufmann, vielen Dank.
Thank you, Mr. Kaufmann. Thank you for your contribution.
Also, thank you for the many conversations you have had with us. Our Lead Independent Director, Hanne Sørensen, will be answering your question.
Mr. Kaufmann, thank you very much for the question. Talking a bit about the options programs that you were mentioning, it was designed in 2018 by Holcim's Nomination, Compensation, and Governance Committee. It was a scheme, it is a scheme that was meant to link pay-for-performance, linking the long-term performance of the company with the interest of the shareholders. It was approved by the board and the shareholders in 2018, and it has been every year since. Holcim's exceptional performance of 84% of its benchmark group and the doubling of its market capitalization to over CHF 50 billion in the past five years has led to extraordinary results benefiting all of Holcim's stakeholders.
I can also mention that the net proceeds of these options were used by Mr. Jenisch to actually reinvest in the future of Holcim by converting them into shares. However, all that being said, I can promise you that the Board of Directors and the Nomination, Compensation, and Governance Committee will take this feedback from the shareholders into consideration while they are performing their annual review of the compensation system that is coming up right after this AGM. Should I continue on the AmRise board? There was a question also on the AmRise board, and obviously the board and the AmRise board are committed to best-in-class governance. A gentleman called Nick Gangestad, he has been appointed as Lead Independent Director to ensure strong checks and balances in AmRise. Mr.
Gangestad most recently served as the CFO of Rockwell Automation, and previously he served as CFO of the 3M Company. He serves on the board of NewCore Corporation and Genpact Limited. All the designated board members are highly experienced executives with impressive track records, and they bring best-in-class experience to the board with 90% of independence. As was mentioned earlier also by Jan, all the appointments to the board of directors were made by the Holcim board of directors to ensure that we would have the best possible outcome for the Holcim shareholders and ensure best-in-class governance. The board is committed to delivering strong governance, consistent with corporate and security laws and stock exchange regulations, as well as best practices. We will ensure that your feedback is passed on to the AmRise board. Thank you. Vielen Dank, Hanne.
Thank you, Hanne.
We have another speaker, Frank van Pernis from Actaris. Could I ask Mr. van Pernis to go to the speaker's desk, please? Sehr geehrte
Ladies and gentlemen, my name is Frank van Pernis. I live in Bassersdorf near Zurich. I am a member of Actaris, an association of shareholders for more corporate responsibility. It is with a measure of gratification that Actaris takes note of the good Holcim results in the past reporting year. The construction industry is booming. Negative interest rates over the past years have led to a situation where investors turn to real estate sectors in a greater extent. Reinsurance companies, pension funds invest in real estate, which is good for Holcim and the construction industry as a whole, less so for tenants. This is therefore my first question. How does Holcim pick its clients?
I very much hope it does so positively, always in the interest of the common good when it comes to infrastructures, say, improving dams in the Netherlands, and not negatively when it comes to building walls between countries and bunkers. With regard to CO2 and the climate, the Zurich group, a large investor in real estate at the occasion of its AGM, listed Holcim as its witness to document its own positive attitude towards climate change. This sounded like a compliment paid to Holcim. On the other hand, though, the United States, when it comes to climate and climate awareness, is lagging behind Europe considerably. There is much space for expansion. This is probably also one of the main reasons of the AmRise spinoff. The excellent profit perspectives tend to cajole board members into paying excessive payments, salaries, and bonuses.
Often such decisions are justified by saying that they are market compliant, that they're usual. Independent observers, however, get the impression that top managers are engaged in an elephant's race as to who makes most money. For the average citizen, compensation to that extent is simply not comprehensible. Let's specifically compare this to road traffic. In road traffic, there's speed limits in order to make sure there's fewer accidents and in order to increase road safety. Those who race through a street at a speed of 200 mi per hour, where only 30 mi per hour are allowed, bear a certain risk of losing their license. They will pay a fine. What about the excessive speed when it comes to compensation? Should we not also take legal action here, given the fact that there is too little insight by managers?
This is in order to ensure social cohesion and social peace. Because, of course, no one can take their money with them beyond the grave. Therefore, my second question: Compensation committees should be competent bodies to avoid excesses. Would it not be positive for Holcim to be more measured with regard to its compensation, always with a view to global social responsibility, also corporate responsibility, and to be a role model there? I would suppose, Mr. Jenisch, that also you are a person who goes to work happily. You're gratified by your work, not just by the money you make. Thank you so much for your attention. Sehr geehrter Herr Van Pernis.
Mr. Van Pernis, thank you very much for your contribution. We very much appreciate the fact that you are following Holcim in a loyal way, and we very much appreciate also the exchange with you.
Let me comment briefly on your first question. You mentioned it: Holcim is making substantial progress. We're very proud of what we have achieved and the progress that we've made with regard to decarbonization, and particularly when it comes to offering sustainable building solutions. Since 2020, with regard to our turnover, we've reduced our CO2 emissions by 42%, and we will continue to take major leaps forward. We're particularly proud of circular construction activities. We're making massive headway here. The CEO presented it earlier. We grew by 20% last year with regard to our volume of CDM, construction demolition materials. We're really taking very big steps into the future. Mr. van Pernis, I'm sure you also acknowledge that we have the most stringent principles when it comes to respecting labor laws, human rights, etc. We will apply those principles with the same consistency and speed.
You also talked about joy at work. I definitely enjoy my work, and I'm sure you are aware of that when you talk to us. Our work-life balance sometimes is slightly different from perhaps yours, and it's great to support our clients with our construction projects. Thank you very much for your contribution.
I would also like to comment on what was said by Mr. van Pernis, and thank you very much for your input. The NCGC, the nomination, compensation, and governance committee, ensures that the compensation of the executives is aligned with the market standards and correlates with Holcim's performance. The incentives only pay out in case of really, really strong performance of the company, and Holcim has reached exceptional results in the last three years. You would also have seen that from Mr. Kindler's presentation.
That being said, as I also mentioned before, we will take the feedback from the shareholders into consideration when we review the compensation system right away after this AGM. Thank you. Wir haben eine weitere Wortmeldung.
The next speaker is Ivan Meier from Ardenti. Can I ask you to go to the microphone, please, at the speaker's desk?
Sehr geehrter Herr Präsident, Chairman, members of the Board of Directors, ladies and gentlemen. My name is Ivan Meier Ardenti. I live near Freiburg in Mali. I work for a charity of the Evangelical and Protestant Church in Switzerland. I'm particularly in charge of climate justice in that charity. I'd like to ask you about climate debt at Holcim, the responsibility of Holcim with regard to the global climate crisis and climate loss or climate damage caused by that.
The climate crisis was caused by 100 global companies, arguably, and they account for about 70% of industrial CO2 emissions since the beginning of the age of industrialization. One of these companies is Holcim. According to a scientific study, Holcim's CO2 footprint exceeds 7.5 billion tons of CO2, which is twice as much as the whole country of Switzerland has been emitting so far. This means that Holcim has major responsibility for the climate crisis. Therefore, the HEX charity also supports the four Indonesian fisher women who are taking Holcim to court here in Zug. The climate crisis affects almost everyone on this planet, even though in different shadings. The effects of the climate crisis can be felt not only in the Ticino Canton or in the Valais in Switzerland. Around the globe, we're seeing flooding, droughts, heat waves, causing famine and deaths around the world.
Who is most affected by this? The Global South, where the HEX charity has many development and emergency aid projects. The climate crisis is causing climate damage, which is worth hundreds of billions of CHF. At international climate negotiations, the international community three years ago inaugurated a fund in order to compensate the victims of climate problems. This fund is mainly capitalized by industrialized companies. That is the plan. Other contributors are also welcome and need to play a part there as well. Particularly companies such as Holcim, who have major climate responsibility, should contribute to this fund by paying a proportional amount. The Swiss government responded to a parliamentary question that the government welcomes private companies, private businesses contributing to this climate fund.
So my question to the board is as follows: Is Holcim willing to assume its responsibility for climate deterioration, and is Holcim willing to contribute financially to this fund to make sure that the victims of climate deterioration benefit from this? Thank you very much for your answer. Ja, sehr geehrter Herr Meier, vielen Dank für Ihr.
Thank you very much, Mr. Meier. Thank you very much for your contribution. I think we already made the point that climate protection measures are an integral part of Holcim's corporate strategy. You can also read up on it in our climate report. We will continue to work on this issue. I'm not going to comment on your specific questions because we are in ongoing proceedings with you, so I'm not going to address these issues here on stage. Gut, dann haben wir Frau. Right. Next up is Mrs. Kallmann from Schlouch's AG.
Please, the floor is yours.
Verehrter Vorsitzender. Chairman. Mein Name ist. Dear shareholders, my name is Petra Kallmann. I'm a Holcim shareholder, and I represent the Hungary Cement Factory, Hejúcsagar. One year ago, I spoke here at the 2024 AGM, and I talked about the fact that the relationships between the Holcim Group and the Hungarian Cement Factory have not been clarified. I concluded as follows: The Holcim Group intends to maintain its monopoly position of foreigners and prevent market entrance of the independent Hungarian cement manufacturers. As a result, the company has established a corruption network which extends to all areas and all management levels and continues to uphold this corruption network. Here's my claim. My claim is being challenged by Holcim before court, and this litigation hasn't been completed as yet.
For this reason, I cannot make any statements with regard to specific persons here as the litigation is ongoing. Any information which would make it possible for shareholders to look closely at the management's activities and the implementation of corporate governance in everyday practice would be very welcome and should be presented here at the annual general meeting. Corruption is not just something from individuals. We do not accept corruption, and we will try and challenge it with any means at our disposal. I am here as a shareholder today. I am a Swiss citizen. I can only refer you to the Swiss aspects of this case. As for the Hungarian aspects in Hungary, the authorities in charge will provide the appropriate information.
At this stage, I would also like to turn your attention to the fact that the Hejúcsagar Cement Factory, which we bought in 1994, is in sole property of the Hungarians represented by myself. Once the sales contract was completed, the Holcim Group also communicated to the cement factory that it has ownership in this plant, and they said we should give up the reins of this company. We said no, and therefore Holcim said that our deposit we had placed in the bank in forms of shares would be confiscated. This actually happened in 1996. Our shares, which we deposited as a deposit or as a caution, were confiscated, were stolen, in other words, by the bank providing us the credit. According to the Supreme Court, the terminology "stolen" is appropriate.
Twenty years, we weren't able to set foot on our own cement factory, cement plant with offshore companies in Panama, Malaysia, British Virgin Islands, Bahamas, and the like. Eleven Holcim subsidiaries have put their hands on our shares. As a result, it was ensured that the original state could not be restored in the short term, and compensation cannot be fought for before court in the long run. In our view, what we're seeing here is a particularly serious case of fraud and a conspiracy for fraud. As far as the theft of shares are concerned, of our shares, we're currently trying to establish the order of magnitude of the responsibility, and we're trying to claim for our shares against Holcim and its eleven subsidiaries and the bank in charge. You and all members of this association make sure they do everything they can to stop this litigation.
I'm aware that I don't have endless time to present the illegal actions by Holcim or even list them completely. Therefore, our chronicles on the internet will be available and will be updated on a regular basis to inform all shareholders about the behavior of Holcim and its subsidiaries, a multinational Swiss group, and the information is available for everybody who's interested. Thank you very much for your kind attention. Ja, Frau Kallmann, ich glaube.
Thank you very much, Mrs. Kallmann. I think you've been coming to this annual general meeting for at least fifteen years, and you keep providing these incorrect facts, and you're also approaching a defamation now. Holcim is not corrupt. It's not involved in any fraud. It doesn't have any illegal business activities. We will actually look at your statements from a legal standpoint.
I think it's nothing short of arrogant, the way you are behaving yourselves here. You're just representing your own position, not shareholders' position. You've been doing so for fifteen years, and it's quite sad to see that you haven't really developed over the past fifteen years. Having said that, I wish you all the best for your future. Gibt es weitere Worte? Are there any other comments before we proceed to the vote? Schätzte Damen und Herren. Ladies and gentlemen. Chairman. Es ist mir wichtig. It's important for me. Das war. The Jan Jenisch. To highlight what Jan Jenisch has done for Holcim, what he has achieved for Holcim. Let me think back. At the time. We had the merger between Lafarge and Holcim. Lafarge and Mr. Schmidheiny will remember very well. That French company. They presented themselves as a beautiful bride with great makeup and perfect dress.
That's just the way you present yourself to the groom. The groom was right. The groom was Holcim. Holcim also presented itself beautifully. Above all, the bride presented itself in all beauty. Holcim at the beginning suggested a one-to-one transaction, and then there was a change later on to make the merger happen in the first place. At the end of the day, it was 11 to 10. What I'm trying to say here is the following. Lafarge was a company which was badly managed, and management after the merger started to let the company go. The share price reflected that, CHF 80 at the beginning, and then you were able to buy the share at a much lower price. What happened then? We had the CEOs and we had the serious scandal where Lafarge Holcim was involved.
There was some misfinancing, and eventually it turned out not to be presented during the merger. Then Holcim hired Jan Jenisch, who had done excellent work at Sika. Extraordinary work at Sika. It was a shame for Sika to lose such a fantastic executive. For Lafarge Holcim, it was a major asset because that's precisely the caliber of person we required at the time, thanks to Jan Jenisch, thanks to his passion, thanks to his dedication, thanks to his sheer power, his fire, his energy. He was the man. He was the man to lead the entire team. This is what management, this is what leadership is all about, to gather your team and fight together for a common purpose with your team. Ladies and gentlemen, take a moment to reflect.
The managers we have in today's business world, all they know is their own purse, is their own wallet, their own wage. They want to rip everyone else off, and they think they're the bees' knees. They think they're the cleverest and the best. They forget about the fact that you need an excellent team, from the cleaning staff to the janitor, every single person who helps the company to thrive. There we have Jan Jenisch. He succeeded in doing just that. He established a team that was strong, that was able to turn Holcim into the role model that it is today. As for environmental matters, he took measures immediately. I'd like to address the gentlemen and ladies and gentlemen of the environmental associations.
If we hadn't had him, if we hadn't had a person to change things, to turn things around, we would not be where we are today. We cannot thank him enough to have taken Holcim to where it is today. Ich wette auf die Kritik, wo wir jetzt. We just heard some criticism with regard to compensation. Let me tell you the following. My dad was a farmer. He had 28 cattle. He was a good farmer, and he told me one thing. He taught me one thing. I'll tell you one thing. That's what he said. You can never give enough compensation if someone's a good boss. He would actually deserve more. If somebody's a bad superior, if you take the wage away, it's still too expensive, even if he doesn't get anything for being a bad boss. That's precisely what we saw with the banks.
Either UBS in the more distant past, they just took the money and ran, and they thought they were the greatest. If somebody voiced criticism, they were put outside the door. The same happened with Credit Suisse. They hired people who thought they were great leaders. The market overtook them. They took the money and ran. Who is suffering the most? The simple craft people, the simple workers who have their money with the bank. Let me tell you, the older people in here are surely aware of what a Ford Mustang is. It used to be a car that I enjoyed as a boy. When I saw this car, I was excited. I thought, this is an incredible car. The father of the Ford Mustang was the Jacobo. The Jacobo was then transferred to Chrysler. Is it enough? Have you had enough? Okay.
All I want to tell you is, thanks to Jan Jenisch's work, you've all benefited from the financial return. You cannot pay enough tribute to him enough. The person who just said it's enough, you can come down and say why it's enough now. I think it's important to communicate openly and honestly with each other. It should be possible to voice criticism. We should be grateful to a man like Jan Jenisch. Thank you very much, and all the best with AmRise. Herr Endelig.
Mr. Endelig, thank you very much. From our side, we obviously like to hear your words of praise. At this point, I'd like to say, however, this was not an individual effort. We all had to deal with a huge transformation and had to take into consideration all sorts of aspects: environmental conditions, the marketing efforts, product range, services, etc.
I'm very, very happy that the board has been a very competent and loyal partner. If you look at the share price now, obviously, we didn't know the development would be so positive. We had suffered for some time, and indeed, the Group Executive Committee and the board were an excellent team. We did manage the situation as a team, and we have an excellent team today. You saw our top three executives: the CFO, the project lead for our U.S. business. This is the way Holcim works. We work as a team, and we all are happy to get up in the morning to go to work. We have fire and commitment for what we do. Thank you so much for your contribution. Wenn keine If there are no other speakers, we now turn to the individual votes. According to our articles of association, I'll chair the meeting.
I have appointed Mr. Dragan Simionovic to take the minutes, who is on my left. I will now make all the necessary formal observations. Today's AGM was convened in accordance with the law and the articles of association, observing the statutory notice period of twenty days. The invitation was published in the Swiss Official Gazette of Commerce on April 14th, 2025, and was also available on our website. The shares registered in the Holcim share register were invited in person. The agenda contains all items required in the normal course of business. No requests to add items to the agenda were made in the sense of Article 11, Paragraph three of the articles of association.
On behalf of the independent proxy, I hereby inform you that in accordance with Article 689C, Paragraph five of the Swiss Code of Obligations, the board of directors seeks instructions according to general matter on of the AGM May 12th. Again, this year, we have foreseen to vote electronically. You received a voting device when you entered the room here. Before we go to the individual items of the agenda, I'd like to briefly explain how to use the televoter. Press the green button at the top to vote yes. Press the red button below to vote no. Use the yellow button to abstain from voting. When an electronic vote starts, all three buttons light up a few seconds before the vote begins. This should also be the case now. If you look on your televoter, please check.
If this is not the case, please press the top button two for two seconds. If the buttons still do not light up after two seconds, raise your hand. Our staff will be happy to help you. They also help if any problem arises later in the meeting. As soon as the countdown starts on the screen, please cast your vote. The results will then be displayed on the screen after they have been determined. The accounting office has now recorded attendance. Let's look at attendance. We see it on the screen. Wir haben insgesamt 1,044 shareholders are present today. That is a new record for a Holcim general meeting. You also see the other figures on the screen. I will not read it out. I have appointed ladies and gentlemen whose names you see on the projections. They're scrutineers.
They are also there for you if there's any problem with electronic voting, and they're also available if there are any problems with regard to electronic voting. All resolutions taken at today's AGM must be passed by a majority of the votes represented. Let us now start voting. The first item on the agenda is the management report, the consolidated financial statements, and the annual financial statements 2024 of Holcim. Integrated annual report 2024 was sent to you at your request. It has also been available on our website since February 28th, 2025. Miljan Gutovic is our CEO, and Steffen Kindler, our CFO, today presented the course of business and shared their outlook. Auditors Ernst & Young AG have audited the consolidated and annual financial statements.
Their report can be found on page 347, and the report in the annual financial statements from pages 364 of the integrated annual report. Representatives of our auditors have informed us ahead of this meeting they have no additions to make. The board proposes that the management report, the consolidated financial statements, and the annual financial statements of Holcim Limited 2024 be approved. Any requests to speak on this? This seems not to be the case. We proceed with a vote. Countdown is on. Time is up. I close the vote. Let's wait for the results. Die Resultate sind. We have the results, and I take note of the fact that you have approved of the management report and the financial annual report of Holcim AG. Thank you so much. Wir now move on to the consultative vote of the compensation report.
Let me first talk about our compensation strategy and the compensation programs of the board and the executive committee of Holcim. In order to strengthen the independence of the members of the board of directors in the performance of their supervisory duties towards the management, they only receive a fixed remuneration. They're not entitled to performance-related remuneration. If they're insured under the pension plan, they must bear the cost in full themselves. Remuneration of the board of directors consists of an annual board of directors fee as chairman or as a member, as well as fees for membership on the committees of the board of directors. Annual fixed remuneration is paid 50% in cash and 50% in shares. Shares are subject to a lock-up period of five years. Committee remuneration is paid in cash.
The remuneration model for the executive management consists of three main elements: fixed remuneration, an annual bonus, and a long-term incentive. Fixed remuneration consists of the salary for the function, as well as fringe benefits such as participation in the pension plans. Annual bonus reports the annual financial results of the group and the regions. Both the absolute results and the company's performance in comparison with the markets are taken into account. Annual bonus also includes targets in the areas of health, safety, and the environment at group and regional level in order to promote the important aspect of a safe environment for our employees. Annual bonus is subject to an upper limit and is paid half in cash and half in shares. Shares are subject to a three-year vesting period. Long-term incentive plan reports the company's long-term performance and strengthens the alignment with shareholder interests.
Consists of shares and options. Shares are subject to a three-year performance period. Options have a five-year performance period. Final number of shares and options depends on the company's performance during the performance period and is also subject to an upper limit. Variable remuneration at Holcim is subject to forfeiture and clawback clauses. Under certain conditions, variable remuneration can be forfeited or even reclaimed. Furthermore, the members of the executive management are expected to hold a minimum number of shares built up over time, also here in alignment with shareholder interest. Board of Directors convinced that the remuneration model is balanced and well aligned with the interests of our shareholders. The remuneration report explains the remuneration systems and their programs for the Board of Directors and the executive board.
The report also provides information on the remuneration awarded to the executive board and the board of directors for the 2024 fiscal year. Remuneration paid to the board of directors for the period from the 2023 AGM to the 2024 AGM was within the approved maximum total amount of CHF 3 million, with an actual amount of CHF 2.8 million. Current remuneration period has not yet been completed, and a final assessment will be published in the 2025 annual report. Remuneration paid to the executive board for the 2024 financial year, amounting to CHF 27 million, is within the approved maximum total of CHF 36 million. The details thereof and the entire remuneration report can be found in the annual report on pages 166 to 193.
Ladies and gentlemen, I would like you to raise your questions on compensation and remuneration systems for the executive board and the board of directors now. Dies scheint nicht der Fall zu sein, und damit fahren wir mit der Abstimmung. Seems not to be the case. Let's proceed with a vote. Under agenda item 1.2, the board of directors proposes that the 2024 remuneration report be approved on a consultative basis. We will vote now. Countdown is running. Ich schließe die Abstimmung, und wir warten. Time is up. Let's wait for the result. Ich stelle fest, dass. I take note of the fact that you have approved the compensation report of Holcim 2024 in a consultative vote. Thank you. We move on to agenda item 1.3.
The board of directors proposes that the report on non-financial matters for the 2024 financial year be approved in a consultative vote. In our integrated annual report 2024, we disclose how Holcim deals with the non-financial matters listed in Article 964A of the Swiss Code of Obligations. It therefore contains all material information on environmental, social, and employee matters, respect for human rights, and the fight against corruption. Are there any requests to speak? Das scheint nicht der Fall zu sein. Seems not to be the case. Let's move on to the vote. Countdown is on now. Ich schließe die Abstimmung. Vote's closed. Let's wait for the result. Ich stelle fest, dass. I take note of the fact that you have approved the report on non-financial matters in a consultative vote. Thank you so much. We move on to agenda item 1.4.
The board proposes also this year that Holcim's climate report be approved again in an advisory or consultative vote. All climate-related information was included in Holcim's integrated annual report. Decarbonization of Holcim on the way to net zero is central to us, and we would like to involve you, dear shareholders, in this process, in this advisory vote. Any requests to speak? Das scheint nicht der Fall zu sein. This seems not to be the case. We will proceed with a vote. Countdown is on. I close the vote. Let's wait for the result. Vielen Dank. Thank you. We have a result, and I take note of the fact that you have approved Holcim's climate report in this consultative vote. Thank you so much. We move on to granting discharge to the members of the board and the executive committee.
The board proposes that the members of the board of directors and the executive committee be granted discharge for their activities in 2024. I specifically point out to the fact that anyone who was involved in the management is not allowed to vote in this matter. Numbers of shares represented have already been reduced in the system. Any requests to speak on this? Das scheint nicht der Fall zu sein. Seems not to be the case. Please vote now. The countdown is on. Ich schließe die Abstimmung. I close the vote. Let's wait for the result. Ich stelle fest, I take note of the fact that you have granted discharge to members of the board and the executive committee for their activities in 2024. Thank you. We now move on to the appropriation of available earnings.
Under agenda item 3.1, the Board of Directors proposes this year the distribution of a dividend in kind of one AmRise Limited share for each Holcim Limited share entitled to a dividend. This special distribution is intended to complete the spin-off of AmRise Limited. At this point, I would like to refer you to the comments made by Sam Poletti, who explained the spin-off of AmRise Limited to you, dear shareholders. Further information on the spin-off can also be found in the information brochure, "Proposed Spin-off from AmRise," which was published on our website. I would also like to add that no distribution will be made on the treasury shares of Holcim Limited at the time of the spin-off. In addition, the proposal for this agenda item also includes the appropriation of available earnings for the 2024 financial year. Are there any requests to speak under agenda item 3.1?
This does not seem to be the case, so let's cast our votes now. Countdown is on. Ich schließe die Abstimmung. I close the vote, and we wait for the result. Ich stelle fest, I note that you have approved the proposal of the board for a special distribution in the form of a dividend in kind of one AmRise Limited share. Vielen Dank. Thank you very much for this vast majority. This is excellent support for us, and thank you for the trust you have placed in us. Let's now turn to 3.2 on our agenda, the proposal for the distribution of a regular cash dividend. This year, the Board of Directors is proposing a cash dividend that a cash dividend of CHF 3.10 per registered share be distributed to shareholders from the capital contribution reserves.
The total amount of the distribution of a maximum of CHF 1.716 million results from the total number of outstanding shares. No distribution will be paid on the shares held by the company and its subsidiaries. The amount of the payout is reduced accordingly. Are there any comments on this? No? Right. Let's come to the vote. Voting starts now. Ich schließe die Abstimmung. I close the vote, and we wait for the result. I note that you have approved the board's proposal, and I'm very pleased that you have approved the distribution of a cash dividend of CHF 3.10. Thank you very much indeed. Right. Let's turn to the next item on our agenda, which is item four. We're proposing the capital reduction here.
Holcim bought back a total of 12,249,093 registered shares as part of a share buyback program announced in March 2024 and completed in December 2024. Our CEO already talked about this. We've already informed the shareholders at the launch of the program that the repurchased registered shares will be canceled after completion of the buyback program and that Holcim's share capital will be reduced accordingly. As required by law, the Board of Directors will inform the company's creditors tomorrow by publication in the Swiss Commercial Gazette that they can demand security for their claims. Accordingly, the audit confirmation from a state-supervised auditing company is not available yet. I can already assure you today, however, that all creditors' claims will be fully covered even after the share capital has been reduced.
The board of directors therefore proposes the cancellation of the repurchased shares and to change Article three of our articles for cooperation accordingly. Are there any requests to speak? This does not seem to be the case, so let's proceed to the vote. Voting starts now. Ich schließe die Abstimmung. I close the vote, and we wait for the result. Thank you very much. I note that you have approved the board's proposal to reduce the share capital with a large majority. This brings us swiftly to the next item on our agenda. Before we do so, I would like to take this opportunity on behalf of the board of directors to say goodbye to two valued members of our board. After 12 years on the board of directors, Hanne Sørensen is not standing for re-election this year.
She held the position of Vice Chairperson and also chaired the Nomination, Compensation, and Governance Committee. As Lead Independent Director of the board, she ensured strict independence of control mechanism. Hanne has displayed a leading role in shaping this great company that Holcim is today. On behalf of the entire board, I would like to thank you, Hanne, for your great commitment to our company, and I wish you all the best for the future. Jörg Oleas, another long-standing member of the board, is not standing for re-election this year either because he's the designated member of the Board of Directors of AmRise, where he will be able to contribute his many years of experience as a Holcim board member. Therefore, he isn't standing for re-election this year. Right. Let's proceed to the elections. Wir kommen nun zu den Wahlen.
This item deals with the election of the members of the board of directors, the election of the chairman of the board of directors, the election of the members of the Nomination, Compensation, and Governance Committee, and the election of the auditors and the independent proxy. As already mentioned and as you, dear shareholders, have seen in our publications and the media, the board of directors has appointed me the designated chairman of the board of directors and CEO of AmRise. This spin-off you have just approved by a large majority under 3.1. For this reason, I will not be available for re-election to the board of directors of Holcim. As explained earlier, the board is proposing Kim Fausing as chairman of the board of directors.
Kim has been President and CEO of Danfoss, a leading global technology company, since 2017, and has been a valuable member of Holcim's Board since 2020. The Board of Directors is convinced that Kim, with his leadership qualities and broad experience, is the right candidate for the position of Chairman of the Board of Directors to continue Holcim's success story. You can view all the details of all candidates for re-election to the Board of Directors on the Holcim website. I have therefore decided not to present the candidates for these elections in more detail. I'd now like to ask you to make comments under agenda item five now. Does anybody ask for the floor? This doesn't seem to be the case. Right.
We will first re-elect Kim Fausing as a member of the board of directors and then elect him as chairman and then proceed to the re-election of the available candidates. Under agenda item 5.1.1, the board of directors therefore proposes the re-election of Kim Fausing as a member and his election as chairman of the board of directors for the next term of office until the conclusion of the next annual general meeting in 2026. We come to the election. Time's on now. Ich schließe die Abstimmung. I close the election, and we now wait for the result of the election. Ich stelle fest, dass. I note that you have approved the re-election of Kim Fausing and his election as chairman. I warmly congratulate Kim on his re-election. Ich glaube, Kim Fausing möchte. I think Kim Fausing would like to address a few words to you, Kim, please.
Ja, vielen Dank, Jan. Thank you very much, Jan. Good morning. Ladies and gentlemen, esteemed shareholders, dear guests. It is a great pleasure to address you as the new Chairman of Holcim. I am deeply grateful for your trust in me and for your support, commitment, and continued investment in Holcim's growth journey. Holcim is a company with a tremendous 113-year history. Wherever we operate, we support essential services like education, healthcare, and transport as a responsible local employer, business partner, and neighbor. With five years now on the Holcim board and almost eight years as CEO of Danfoss, a leading global technology company based in Denmark, I will channel that experience, that commitment, and expertise in my role as Chairman of Holcim. The spin-off of Holcim's North American business, to be named AmRise, will unlock shareholder value by creating two champion companies.
Each will have distinct and compelling growth strategies that they will pursue in a fully focused and successful manner. Holcim's new strategy, NextGen Growth 2030, was announced by Miljan in March. As the leading partner for sustainable construction, Holcim will unlock significant growth opportunities, benefiting from the powerful megatrends shaping the future of construction and driving shareholder value through growth-focused capital allocation and attractive cash returns. I am looking forward to working closely with Miljan and his highly accomplished leadership team to unlock value through the new strategy. I would like to address a few words to you, Jan, as well. In more than seven years that you have been at Holcim as Chairman and CEO, you have transformed the company. Holcim now is a company that others look up to in terms of financial performance, sustainability, innovation, and culture.
The truth lies in the numbers that Holcim has delivered quarter on quarter, year on year. In 2024, the company produced a record performance, generating for the first time a recurring EBIT of more than CHF 5 billion and CHF 3.8 billion in free cash flow. Delivering shareholder value, Holcim has been the SMI's top-performing stock over the past three years. Jan, it is my honor to succeed you as Chairman of Holcim, and I wish you every success in the future as Chairman and CEO of AmRise. On behalf of the Board of Directors and all of us. Yes, feel free. Ladies and gentlemen, dear shareholders, on behalf of the Board of Directors and the 65,000 colleagues, I would like to take this opportunity to thank you most sincerely for the trust you have placed in our company.
Your investment is the foundation upon which we fulfill our vision to be the leading partner for sustainable construction and upon which we drive further value creation week in, week out. I wish you an enjoyable rest of the day. Thank you for coming, and I look forward to meeting as many of you as possible in the months and years to come. With that, I'd like to give it back to Jan. So, lieber Kim, wir danken dir ganz herzlich.
Thank you. Thank you, Kim. Thank you for your kind words. The board obviously would like to equip you to make sure that you can visit our sites and construction sites. I'll be very proud to wear this. I see this as a commitment. Und ich bin bereit. I'm ready. Sehr gut. Great. Okay. In that case, let's proceed with the elections onto the board.
We will now elect the proposed members of the board for their term of office until the end of next year's AGM. We will conduct the elections individually, but in one go, one after the other. The countdown of the election of the respective candidate will be projected on the screen. Pay attention to it. I will announce the election results in full at the end of all these elections. I'd like to open the election of the individual candidates. First, we will re-elect Philipp A. Weck as a member of the board. Please vote now. Ich schließe die Abstimmung. Time's up. Next up is Lian Gayle. Please press your button now. Time's up. Next up, Kathryn Hinkel. Please now. Time is up. Next, Naina Lal Kidwai. Please now. Danke. Thank you. Now, Ilia Lips. Please now. Thank you, Michael McGarry. Time is running now. Es folgt die Wiederwahl von Claudia.
And finally, Claudia Sender Ramirez. Please now. Countdown läuft nicht wirklich. The countdown was not running on the screen. Can we repeat this, please? Or did we all elect? Also, ich verlasse mich mal darauf, dass ... I hope that we have all voted. We will see this. No, countdown is running now. Claudia, third time for you. Sehr gut. Damit schließe ich ... With this, I close the elections onto the board. Let's wait for the results. Sehr gut. Ich stelle fest, dass Sie alle Kandidaten ... I take note of the fact that you have elected all candidates with a great majority. Thank you on behalf of the board. Thank you for the trust you have placed in the candidates. All re-elected members of the board said to me before the election that they would accept the re-election. Thank you. Congratulations. Wie eingangs ...
As I said at the beginning, we would like to further strengthen the board. Therefore, we suggest two elections onto the board. I'd like to point out that the board, and in particular the Nomination, Compensation, and Governance Committee under the chairmanship of Hanne Sørensen, review the composition of the board every year. When looking for new candidates, we apply clear criteria to ensure that we select someone with the necessary expertise to make sure there's sufficient diversity and know-how on the board. This year, we're proposing two excellent candidates, Adolfo Uribe being one of them. Adolfo is President and CEO of Tetra Pak, with many, many years of leadership experience in very many different countries in the world, in Latin America and Europe. Adolfo will bring in his entire experience for the good of Holcim. The second candidate is Sven Schneider.
Sven Schneider is a longstanding CFO of Infineon. He is an excellent professional with management experience in many, many large companies. He was with Linde AG, where he held various management positions from 2000 to 2019. Since then, he has been CFO of Infineon. Let's proceed with the elections. We first will elect Adolfo Uribe as a member of the board. Countdown is on now. Ich schließe die Wahl. I close the election. We will wait for the result. Wir machen das im Anschluss wieder. Dann eröffne ich jetzt die Wahl. I will open the election for the second candidate, Sven Schneider. Please vote now. Ich schließe die Wahl. Time is up. Let's wait for the results. Nein, das war eigentlich. I take note of the fact that you have approved the election of the two new members of the board.
Thank you very much, and congratulations to the two candidates. Thank you. Wir kommen nun zu den Wiederwahlen. We now come to the re-election of the members of the Nomination, Compensation, and Governance Committee. The board proposes that all members be re-elected for another term of office of one year until the end of the 2026 AGM. Again, we will conduct the elections individually, but in one fell swoop. Take note of the countdown of the respective candidate. The results will then be announced after all the elections. I open the re-election of Ilia Lips as a member of the Nomination, Compensation, and Governance Committee. Please vote now. Danke. Thank you. Next up, Michael McGarry. Jetzt kommt Countdown. And finally, Claudia Sender Ramirez. Ich schließe die Wahl. I close the election and will be waiting for the results. Ich stand hier, ja.
I take note of the fact that you have re-elected all candidates that stood for re-election. Congratulations. We now come to the election of a new member of the Nomination, Compensation, and Governance Committee, Lian Gayle. I open the election. Countdown is running now. Ich schließe die Wahl. The election is closed. Let's wait for the result. Ich stelle fest, dass ... I note that you have approved the election of Lian Gayle into the committee. Thank you. Congratulations, Lian. Wir kommen zu ... We now come to the re-election of the auditors. Board of Directors once again proposes Ernst & Young AG Zurich as auditors for the 2025 financial year. Ernst & Young declared in writing that they will accept the mandate for 2025. We proceed with the vote. Please vote now. Ich schließe die Wahl. Time is up. Let's wait for the results.
I take note of the fact that you have given Ernst & Young the mandate as auditors for 2025. Thank you so much. Congratulations to our auditors. We now will vote on the independent proxy. The Board of Directors proposes Dr. Sabine Burkhalter of Vöser Attorneys at Law in Baden. Please vote now. Ich schließe die Wahl. Time is up. Let's wait for the results. Ich stelle fest, dass ... I note that you have confirmed the election of Frau Burkhalter. She said that she would accept a re-election if that was the case. Congratulations. Thank you. Wir kommen zu Traktandum sechs, das heißt ... We move on to agenda item six, the binding votes on maximum total amounts for the remuneration of the Board of Directors and the Executive Committee.
This is an overview of the adapted structure of the remuneration system as of the AGM 2025, followed by the proposed maximum total amount for the Board of Directors for the period from this year's AGM to next year's AGM. Agenda item 6.1 of this AGM, as part of the planned listing of the North American business and the restructuring of ultimate benchmark analyses and a review of the remuneration model and remuneration levels were carried out, this led to the following changes, which will apply as of the 2025 AGM. Annual remuneration of the Chairman of the Board of Directors will be reduced in line with the scope of the role following the listing of the North American business and in accordance with the market practice to the amount of CHF 1.2 million.
Annual remuneration of the members of the board will be increased to CHF 250,000 in line with the market median. Annual remuneration of the Deputy Chairman of the Board of Directors, reduced to the level of the members of the Board of Directors, also amounts to CHF 250,000. Deputy Chairman of the Board of Directors is entitled to the remuneration of the committees if he is a member of a committee. Committee remuneration of the committee chairman will be harmonized for all Board of Directors and reduced to CHF 60,000. Committee remuneration for the committee members remains unchanged at CHF 40,000 per committee.
Overall, these changes do not lead to a significant difference in total remuneration for the board, but they're in line with market practice in that they reduce the remuneration of the chair functions of the respective committees and increase the annual remuneration for members of the board. I'd like to turn to the proposal for the remuneration of the board for the next term of office. The board proposes a maximum total amount of CHF 4.5 million be approved for the 10 members of the board of directors for the period from the 2025 AGM to the 2026 AGM. The amount represents a decrease of 31% compared to the amount approved for the previous remuneration period. This is due to the number of members of the board of directors being reduced from 11 to 10, with one fewer committee member on the NCGC compared to the previous remuneration period.
The proposed amount also includes adjustments to the structure of the remuneration system for 10 members of the Board of Directors, as described above. Does anyone wish to speak on this agenda item? Das scheint nicht der Fall zu sein. It seems not to be the case. Let's proceed with the vote. Countdown is on. Ich schließe die Wahl. Time is up. Let's wait for the result. Ich stelle fest, I note that you have approved the Board's proposal to compensate the Board for the term of office starting now. Thank you. We move on to agenda item 6.2, a binding vote on maximum total compensation for the remuneration for the Executive Committee for 2026. The Board proposes a maximum total amount amounting to CHF 32 million be approved for the remuneration of nine members of the Executive Committee for the 2026 financial year.
This is a decrease of 11% compared to previous year's approved amount of CHF 36 million. This is due to the reduction of the executive committee from 10 to nine members. The slide shows you that the total remuneration actually awarded to the members of the executive committee in previous years was within the maximum total amount approved. Any questions, any comments? Das scheint nicht der Fall. Seems not to be the case. Let's move on to the vote. Time is on now. Ich schließe die Wahl. Time is up. Let's wait for the results. Ich stelle fest, I take note of the fact that you have approved the board's proposal for the remuneration of the executive committee for 2026. Thank you. Damit sind wir... With that, we have reached the end of our AGM.
I would like to thank you for the trust you have placed in us in this past year. Like, thank you for your support. I am looking forward to having you as shareholders in both companies, both with Holcim as with the new AmRise. We move over to lunch. If you want to stay, we have prepared lunch for you, both on the first floor and there are food trucks outside. Enjoy your lunch. Before I close this meeting, I would like to thank all Holcim members who organized this AGM. More than 60 Holcim staff members organized this event. We do this ourselves. I would like to thank all 60 Holcim members that have welcomed you here and that have helped you carry out this AGM. Thank you so much. Dann darf ich Sie schon mal...
With this, on behalf of Kim Fausing, our new Chairman of the Board, the next AGM will take place on May 13th next year. Kim will be happy to see you all there too, and I'll be happy to welcome you at the AmRise AGM. With this, we close this year's AGM. Enjoy lunch and have a nice day. Thank you.