�鶹��ý

• The Board of Directors proposes dividend of CHF 2.50 per registered share, up 14% following record 2022 performance
• The Board of Directors proposes CEO Jan Jenisch as Chairman
• Second Climate Report submitted for advisory vote, giving shareholders a say on company’s climate-related matters

The �鶹��ý Annual General Meeting (AGM) will take place on 4 May 2023 at 10am CEST at Bossard Arena in Zug, Switzerland. After three years of holding its AGM without the presence of shareholders due to COVID restrictions, the Board of Directors looks forward to welcoming shareholders again in person. The AGM, which is held in German and partially in English, will also be broadcast live and translated simultaneously into German, English and French at .

The invitation, including information on voting procedures and all individual agenda items, is available at .
 

Dividend proposal

The Board of Directors proposes a dividend of CHF 2.50 per registered share of �鶹��ý Ltd, a 14% increase over the prior year, following �鶹��ý’s record 2022 performance. If approved by shareholders, the dividend will be paid out of foreign capital reserves from tax capital contributions and is not subject to Swiss withholding tax.
 

Board of Directors changes

The Board of Directors proposes Jan Jenisch as Chairman at the Annual General Meeting. Subject to the vote, Jan Jenisch will serve as Chairman and continue as CEO of �鶹��ý for a limited duration. The Board of Directors sees this as a transition period to safeguard �鶹��ý’s current transformation and the fast-paced execution of its Strategy 2025 – Accelerating Green Growth. Jan Jenisch’s successor as CEO will be announced within the next 12 months.

To continue strong independent checks and balances, the Board has created a Lead Independent Director role, entrusting Hanne Sørensen, �鶹��ý’s Vice Chairperson, with this responsibility. As Lead Independent Director, Hanne Sørensen will ensure continued strong governance and a successful CEO succession, while supporting �鶹��ý’s fast-paced transformation. Subject to shareholder election to the Nomination, Compensation & Governance Committee, she will continue to chair this committee.

All Board members are proposed for re-election apart from Beat Hess and Patrick Kron, who have decided not to seek re-election. With the exception of the designated Chairman, all Board members are Independent Directors. The designated Chairman will not be a member of any committees.

The Board sincerely thanks Beat Hess for his outstanding leadership as Chairman for the past seven years. During his tenure, he confidently led the company through challenging times and played an essential role in steering �鶹��ý’s successful transformation. With this year’s record results, Beat Hess leaves the company in a strong position for long-term success. The Board also thanks Patrick Kron who, especially in his service to the Audit Committee, has been instrumental in securing the company’s strong financial foundations.

Climate Report

In line with �鶹��ý’s commitment to lead its sector’s transition to net zero, the Board of Directors has submitted the company’s second Climate Report for an advisory vote, reflecting the company’s commitment to give its shareholders a say on the company’s climate-related matters. The Climate Report was published on 31 March 2023.

Accelerating climate action, �鶹��ý reduced its CO₂ per net sales by 21% in 2022 and commits to reduce by over 10% in 2023. The 2023 Climate Report includes �鶹��ý’s upgraded 2030 targets aligned with the 1.5°C framework and validated by the Science Based Targets initiative. Making progress in carbon capture utilization and storage, �鶹��ý commits to invest a cumulative CHF 2 billion by 2030 in mature technologies to capture more than 5 million tons of CO₂ per year. Accelerating its net zero ambition, �鶹��ý aims to reach 420 kg CO₂ per ton of cementitious material by 2030. Driving circular construction across its business, �鶹��ý recycled 6.8 million tons of construction and demolition waste into new building solutions, on track to exceed the 2025 target of 10 million tons.