Sika Ag · SIX:SIKA

Sika — Shareholder Meeting (June 2018)

9 slides from Sika's shareholder meeting presentation, Jun 11, 2018

  1. Slide 1: Welcome to the Extraordinary General Meeting of Sika AG

    WELCOME TO THE EXTRAORDINARY GENERAL MEETING OF SIKA AG JUNE 11, 2018

  2. Slide 2: Sika ends dispute and secures independence

    SIKA ENDS DISPUTE AND SECURES INDEPENDENCE  Transfer of control from family to all shareholders  Transaction leads to immediate earnings per share increase  Implementation of efficient capital structure  Creation of modern governance structure  Acceleration of Sika's growth strategy, review of

  3. Slide 3: Transaction structure

    TRANSACTION STRUCTURE  One comprehensive transaction  Implementation of the transaction in two steps:  Acquisition of 6.97% stake by Sika for CHF 2.08 billion (for cancellation)  After 2 years (lock-up period), right of first refusal for up to 10.75% (at market)  Transaction fully funded by UBS

  4. Slide 4: Saint-Gobain as shareholder

    SAINT-GOBAIN AS SHAREHOLDER  Saint-Gobain (SGO) holds 10.75% stake in Sika (after creation of unitary registered shares and capital reduction)  SGO supports introduction of "one share, one vote"  SGO is bound by lock-up, stand-still and offer obligations:  lock-up (2 years)  stand-still (up to

  5. Slide 5: Modern governance structure: changes to the articles of association

    MODERN GOVERNANCE STRUCTURE CHANGES TO THE ARTICLES OF ASSOCIATION  Abolishment of opting-out  Abolishment of transfer restriction  Creation of unitary registered shares  Cancellation of repurchased registered shares 5

  6. Slide 6: Constitution

    CONSTITUTION EXTRAORDINARY GENERAL MEETING, JUNE 11, 2018

  7. Slide 7: Vote counters

    VOTE COUNTERS  Caroline Inauen (Lead)  Corinne Lenggenhager  Christine Jones  Julia Bachmann  Daniela Krenn  Eveline Ulmann  Simone Daetwyler  Gabi Rebsamen  Eliane Bussmann  Reto Schneider  Kathrin Reichenstein  Fernando Perez Gonzalez  Cornelia Durrer 7

  8. Slide 8: General statements

    GENERAL STATEMENTS ® BUILDING TRUST Bs

  9. Slide 9: Statutory items

    STATUTORY ITEMS DR. PAUL HÄLG CHAIRMAN OF THE BOARD

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