Family loses voting rights privilege, 35% of shareholders support Board of Directors' course

After closely analyzing the claim made by Schenker-Winkler Holding AG (SWH) to convene an early extraordinary General Meeting, the Board of Directors of Sika AG yesterday made the following decisions:  BURKARD/SWH’S VOTING RIGHTS RESTRICTED TO 5%, RIGHT TO CONVENE EXTRAORDINARY GENERAL MEETINGS REMOVEDIn the view of the Board of Directors, the voting rights held by the Burkard family/SWH should be restricted to the statutory 5% limit.

The Burkard family/SWH forms a group with Saint-Gobain [1] and therefore exercises their voting rights at General Meetings in accordance with Saint-Gobain's instructions. The Federal Supreme Court has repeatedly ruled that such arrangements are an inadmissible circumvention of statutory voting rights restrictions[2].

The articles of association of Sika AG provide for registered shareholders not to hold more than 5% of all registered shares. Only the Burkard family and SWH have always been exempted from this rule. This exceptional privilege is solely attributable to the Burkard family's close association with Sika, which stretches back more than a century, and its repeated public assertions of its intention to retain this close association and to protect the company against takeovers. Now that the Burkard family/SWH have formed a group with Saint-Gobain, this historical privilege must be considered lost, together with the right to convene extraordinary General Meetings.

[1] Publications of the  Disclosure Office of the Swiss Stock Exchange dated December 11, 2014 and January 5, 2015, http://www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html

[2] Federal Supreme Court decisions 81 II 534, 90 II 235 E 4B and 109 II 43 E 3b

LEGAL OPINION BY PROF. DR. PETER NOBEL

The Board of Directors' decision is supported by a legal opinion authored by Prof. Dr. Peter Nobel. "The Burkard family and Saint-Gobain form a shareholder group," argued Prof. Dr. Nobel. "Because of the de facto transfer of voting rights to Saint-Gobain the family must lose its historical voting rights privilege. Furthermore, in the light of these circumstances, Schenker-Winkler Holding is not legitimately entitled to demand an extraordinary General Meeting."

POTENTIAL LOSS OF EXPERTISE ON BOARD OF DIRECTORS – NO NEED FOR EXTRAORDINARY MEETING

Regardless of the lack of legal legitimacy, the proposal to remove Board Chairman Dr. Paul Hälg, one long-serving Board member (Daniel Sauter) and the Chair of the Audit Committee (Monika Ribar) would mean a significant loss of expertise on the Board of Directors. This is made all the more serious by the fact that the Board is currently in the middle of preparing the 2014 closing. To replace these Board members, SWH is solely proposing Dr. Max Roesle, a lawyer with no industry experience, to chair a global group with sales of over CHF 5.5 billion and a workforce of around 17,000. Chris Tanner, another Board member proposed by SWH, withdrew his candidacy shortly after his nomination because he was of the opinion that the required independence would not be granted. Accordingly also for operational reasons it is irresponsible to convene an extraordinary General Meeting so shortly before the ordinary assembly.

BROAD SHAREHOLDER SUPPORT

In the meantime, shareholders representing more than 35% of Sika's total capital have given their assurance to support the Board of Directors and management in their efforts to safeguard the interests of Sika and its stakeholders. This is more than double the capital held by the Burkard family.

600450 Family loses voting rights privilege, 35% of shareholders support Board of Directors' course glassonweb.com
Date: 27 January 2015
Source: www.sika.com

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