Shareholder Group reaffirms concerns and requests special measures

Sika AG yesterday received a letter from Cascade Investment L.L.C., Bill & Melinda Gates Foundation Trust, Fidelity Worldwide Investment and Threadneedle Investments who represent a total of 207,395 bearer shares in Sika (reflecting 8.16% of the share capital and 4.62% of the voting rights) (the Shareholder Group) in which they reaffirm their concerns about the future of Sika under Saint-Gobain's plan as well as the significant and enduring harm it would have on the company and its stakeholders.  The Shareholder Group further considers that Saint-Gobain's approach remains effectively unchanged and there is no indication that Saint-Gobain either understands or acknowledges the legitimate concerns that exist.

In the Shareholder Group's view the situation is both surprising and deeply concerning.

Therefore the Shareholder Group has submitted the following requests for resolutions at the next General Meeting of Sika both of which would require only a majority of the nominal capital of shares (disregarding the voting privileges of the registered shares) represented at the next general meeting:

  1. Special Audit: The first request is that shareholders approve a special audit (Sonderprüfung). The purpose of the special audit is to examine whether any non-public information has been made available by the company and, in particular, the board representatives of Schenker-Winkler Holding AG, to the selling shareholders as well as to Saint-Gobain within the past 24 months. The Shareholder Group explicitly reserves the right to submit further special audit requests relating to the conduct of the board representatives of Schenker-Winkler Holding AG.
  2. Special Experts:The second agenda item request is for the appointment of a committee of special experts (Sachverständiger) pursuant to Art. 731a Sec. 3 CO. The purpose of the special expert committee is to investigate and review the future conduct of business of the board of directors and the management of Sika relating to Schenker-Winkler Holding AG and/or Saint-Gobain and to make regular reports on its findings to shareholders. Candidates for the committee of special experts as well as additional details regarding the committee will be communicated to the company in due course prior to the publication of the invitation to the next general meeting.

The Board of Directors of Sika will examine these requests and proposals and will comment in due course.

600450 Shareholder Group reaffirms concerns and requests special measures
Date: 23 January 2015

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