ANNUAL GENERAL MEETING OF SIKA AG OF APRIL 14,2015
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Sika AG /
ANNUAL GENERAL MEETING OF SIKA AG OF APRIL 14,2015
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Following an in-depth analysis, the board of directors of Sika has decided on
April 14, 2015 to restrict the voting rights of Schenker-Winkler-Holding AG
(SWH) at the annual general meeting to 5% of all registered shares, to the
extent that such a restriction is necessary to prevent an early change of
control to Saint-Gobain. Specifically, SWH's voting rights were restricted for
the following agenda items:
* Voting on the re-election of Monika Ribar, Paul Hälg, Frits van Dijk, Daniel
Sauter, Ulrich Suter and Christoph Tobler (agenda item 4.1)
* Voting on the election of Max Roesle (agenda item 4.2)
* Voting on the election of the chairman of the board of directors (agenda
item 4.3)
* Voting on the re-election to the nomination and compensation committee, with
the exception of Urs Burkard (agenda item 4.4)
For all other agenda items SWH's voting rights were not restricted.
At the annual general meeting the shareholders approved most of the proposals of
the board and predominantly followed its recommendations. The following
resolutions were taken:
The annual report, the annual financial statements and the consolidated
financial statements for 2014 were approved. The shareholders supported the
board's proposal for a gross dividend of CHF 72.00 per bearer share and CHF
12.00 per registered share, representing a 26.3% increase compared to the
previous year's distribution.
Unlike Urs Burkard, Willy Leimer, Jürgen Tinggren, the independent board members
Monika Ribar, Paul Hälg, Frits van Dijk, Daniel Sauter, Ulrich Suter and
Christoph Tobler were not granted discharge. The group management was granted
discharge.
The shareholders re-elected all board members, including chairman Paul Hälg, for
another one-year term. Max Roesle, who was proposed as chairman by SWH, was not
elected to the board. Frits van Dijk, Urs Burkard and Daniel Sauter were re-
elected to the nomination and compensation committee. Furthermore, the auditors
and the independent proxy were re-elected for another year.
In a non-binding consultative vote, the shareholders rejected the compensation
report 2014. In addition, they did not approve the future compensation of the
board of directors. However, this does not impact the board's commitment for the
company and its stakeholders. The future compensation proposed by the board for
the group management was approved.
The proposal by the shareholder group led by Ethos Foundation for the removal of
the opting-out clause was rejected.
The request of the shareholder group consisting of Cascade Investment L.L.C.,
Bill & Melinda Gates Foundation Trust, Fidelity Worldwide Investment and
Threadneedle Investments for a special audit was accepted by the general
meeting. The special audit will examine whether the company, in particular the
representatives of SWH on Sika's board, have provided the Burkard family or
Saint-Gobain with non-public information over the last 24 months By approving
this proposal the shareholders have rejected a counter-proposal of SWH.
The second request of the shareholder group Cascade/Bill & Melinda Gates
Foundation Trust/Fidelity/Threadneedle for the appointment of a special expert
committee, consisting of Peter Montagnon, Peter Spinnler and Jörg Walther, was
also approved by the shareholders. By this a control body is established that
will supervise the future conduct of the board of directors following a possible
change of control in order to prevent conflicts of interests and disadvantages
for the public shareholders as a consequence thereof. The term of office of the
committee will run at least until the annual general meeting 2017. The body
will, however, remain inactive as long as the majority of the board of directors
consists of individuals who are independent from the family shareholder and
Saint-Gobain. The committee will regularly report on its activities. With the
approval of the proposal of the group Cascade/Bill & Melinda Gates Foundation
Trust/Fidelity/Threadneedle the shareholders have automatically rejected a
counter-proposal of SWH. For this agenda item and for the resolution on the
special audit a majority of the capital and not of the voting rights was
required.
An ad hoc proposal of SWH for another special audit was rejected. The general
meeting however approved an additional proposal of SWH for an extraordinary
general meeting to be held by July 24, 2015 with the following agenda items:
removal of the independent board members Monika Ribar, Paul Hälg and Daniel
Sauter, election of Max Roesle as chairman and the approval of the compensation
of the board. The invitation for this extraordinary general meeting will follow
in due course.
DATE April 15, 2015 CONTACT Dominik Slappnig
Corporate Communications &
SIKA AG Zugerstrasse 50 Investor Relations
6341 Baar, Switzerland TELEPHONE +41 58 436 68 21
www.sika.com E-MAIL slappnig.dominik(at)ch.sika.com
SIKA CORPORATE PROFILE
Sika is a specialty chemicals company with a leading position in the development
and production of systems and products for bonding, sealing, damping,
reinforcing and protecting in the building sector and the motor vehicle
industry. Sika has subsidiaries in 91 countries around the world and
manufactures in over 160 factories. Its approximately 17,000 employees generated
annual sales of CHF 5.6 billion in 2014.
The media release can be downloaded from the following link:
Media Release:
http://hugin.info/100359/R/1911255/681867.pdf
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originality of the information contained therein.
Source: Sika AG via GlobeNewswire
[HUG#1911255]
Unternehmensinformation / Kurzprofil:
Datum: 15.04.2015 - 07:00 Uhr
Sprache: Deutsch
News-ID 385774
Anzahl Zeichen: 6961
contact information:
Town:
Baar
Kategorie:
Business News
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