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Emtn Base Prospectus Dated IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THE FOLLOWING PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, investors must be non-U.S. persons (as defined in Regulation S under the Securities Act) outside the United States who are not acting for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act). By accessing the Prospectus, you shall be deemed to have represented to us that you are not a U.S. person (as defined in Regulation S under the Securities Act) and/or are not acting for the account or benefit of a U.S. person (as defined in Regulation S under the Securities Act). This Prospectus may only be provided to persons in the United Kingdom in circumstances where Section 21(l) of the Financial Services and Markets Act 2000 does not apply to the Issuers. This Prospectus constitutes an advertisement for the purpose of the Prospectus Regulations (as defined herein). The final copy of the “prospectus”, prepared pursuant to the Prospectus Regulations, will be available for inspection at the registered offices of each of the Issuers, at the specified offices of each of the Paying Agents and on the website of the Luxembourg Stock Exchange. You are reminded that you are accessing the Prospectus on the basis that you are a person by whom the Prospectus may be lawfully accessed in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwritersor such affiliate on behalf of the Issuers in such jurisdiction. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, neither the Issuers, the Guarantor nor the Dealers, nor any person who controls any of them, nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Issuers, the Guarantor or any Dealer. Holcim Finance (Luxembourg) S.A. (incorporated in Luxembourg as a société anonyme) Holcim US Finance S.à r.l. & Cie S.C.S. (incorporated in Luxembourg as a société en commandite simple) LafargeHolcim Finance US LLC (incorporated in Delaware as a limited liability company) LafargeHolcim Helvetia Finance Ltd (incorporated in Switzerland with limited liability) LafargeHolcim Sterling Finance (Netherlands) B.V. (incorporated in the Netherlands as a private company with limited liability) LafargeHolcim Ltd (incorporated in Switzerland with limited liability) €10,000,000,000 Euro Medium Term Note Programme guaranteed in respect of Notes issued by Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à r.l. & Cie S.C.S., LafargeHolcim Finance US LLC, LafargeHolcim Helvetia Finance Ltd, and LafargeHolcim Sterling Finance (Netherlands) B.V. by LafargeHolcim Ltd (incorporated in Switzerland with limited liability) Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), each of Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à r.l. & Cie S.C.S., LafargeHolcim Finance US LLC, LafargeHolcim Helvetia Finance Ltd, LafargeHolcim Sterling Finance (Netherlands) B.V. and LafargeHolcim Ltd, subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”) guaranteed by LafargeHolcim Ltd (the “Guarantor” or the “Company”) in the case of Notes issued by Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à r.l. & Cie S.C.S., LafargeHolcim Finance US LLC, LafargeHolcim Helvetia Finance Ltd or LafargeHolcim Sterling Finance (Netherlands) B.V. The maximum aggregate nominal amount of Notes from time to time outstanding will not at any time exceed €10,000,000,000 (or the equivalent in other currencies). Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities (as amended, the “Luxembourg Prospectus Act”), for the approval of this Prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the Official List of the Luxembourg Stock Exchange (the “Official List”) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the “Market”) except for Notes issued by LafargeHolcim Helvetia Finance Ltd (“LHHF”). The Market is a regulated market for the purposes of the Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments. By approving this Prospectus, the CSSF assumes no responsibility as to the economic or financial soundness of the Notes or the quality and solvency of the Obligors (as defined below). In accordance with article 109 of the Swiss Financial Services Ordinance dated 6 November 2019, this Prospectus has been approved by SIX Exchange Regulation Ltd for registration as an “issuance programme” for the listing of debt securities on the SIX Swiss Exchange in accordance with the listing rules of the SIX Swiss Exchange in their version dated 8 November 2019 and in force as of 1 January 2020 (the “Transitional Period SIX Listing Rules”). Such approval is valid from (and including) the date of this Prospectus to (and excluding) the date (the “Transitional Period End Date”) that falls six months after the date on which the first review body pursuant to article 52 of the Swiss Financial Services Act dated 15 June 2018 (the “FinSA”) is licensed by the Swiss Financial Market Supervisory Authority FINMA (“FINMA”). Once SIX Exchange Regulation Ltd has been licensed by FINMA as a review body pursuant to article 52 of the FinSA (in such capacity, the “Swiss Review Body”), the Issuers will submit this Prospectus (as supplemented as of the date of such submission) to the Swiss Review Body for approval as a base prospectus within the meaning of article 45 of the FinSA. If and when the Swiss Review Body so approves this Prospectus (as so supplemented), the Issuers will publish a supplement hereto in accordance with the FinSA, which supplement will state the date of such approval (such date, the “Swiss Review Body Approval Date”). In respect of any Tranche of Notes to be issued during the 12 months from the date of this Prospectus, this Prospectus (as supplemented as of the date of the applicable Final Terms), together with the applicable Final Terms, will constitute (i) in the case of Notes with respect to which an application for admission to trading on the SIX Swiss Exchange is made prior to the Swiss Review Body Approval Date, the listing prospectus for purposes of the Transitional Period SIX Listing Rules, and (ii) the prospectus for purposes of the FinSA. Application may be made for admission to trading and listing of any issue of Notes on the SIX Swiss Exchange. In such case, the relevant Final Terms (as defined herein) in respect of such issue of Notes will specify that such Notes will be listed on the SIX Swiss Exchange. Any Notes issued by LHHF will only be admitted to trading and listed on the SIX Swiss Exchange and this Prospectus does not comprise a prospectus or a base prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) in respect of Notes issued by LHHF. The CSSF has neither approved nor reviewed information contained in this Prospectus relating to LHHF or in connection with Notes admitted to trading and listed on the SIX Swiss Exchange. The CSSF has approved the information contained in this Prospectus relating to Holcim Finance (Luxembourg) S.A., Holcim US Finance S.à r.l.
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