Sika AG (SWX:SIKA)
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182.10
-2.90 (-1.57%)
Sep 24, 2026, 5:30 PM CET
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EGM 2018

Jun 11, 2018

Paul Hälg
Chairman of the Board of Directors, Sika AG

Darf ich Sie bitten, Ihre Plätze einzunehmen?

Speaker 10

May I ask everybody to kindly sit down?

Paul Hälg
Chairman of the Board of Directors, Sika AG

Sehr geehrte Aktionärinnen und Aktionäre.

Speaker 10

Dear shareholders. Ladies and Gentlemen.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language]

Speaker 10

Dear friends of Sika.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language]

Speaker 10

Ladies and Gentlemen.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Ich begrüße Sie herzlich zur heutigen-

Speaker 10

It is my great pleasure to welcome you to today's extraordinary general meeting and to thank you for once again, only about two months following our ordinary annual meeting, to have come here to Baar in such large numbers.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Es freut uns, mit Ihnen heute-

Speaker 10

It is our great pleasure to start a new chapter in the history of Sika together with you here today.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language].

Speaker 10

As you can see from the seating arrangements, we will also be celebrating this new chapter later. I would also like to welcome all the political representatives present here today, including Cantonal Government Minister Niklaus Bleiker and all the representatives of the media. I would also like to give a special welcome to Mr. Guillaume Texier as the representative of Saint-Gobain, and also to thank him once again for his invaluable support in solving this conflict. I would also like to welcome all members of group management and all present senior managers and employees of Sika. Together with me today are Paul Schuler, our CEO, Adrian Widmer, our CFO, and also Stefan Mösli, General Counsel and Secretary of the Board of Directors. Today, we also have 25 Sika employees working here today who will be active in various positions.

Them, I would also like to thank kindly for their help. It is more than three and a half years ago when a conflict began concerning the future of Sika. At today's general meeting, you, dear shareholders, will be in a position to write the final chapter in this story. It is under the title All's Well That Ends Well. All's well for the future of Sika. On May 11th, 2018, Sika, together with Saint-Gobain and the Burkard family, reached an agreement ending a long period of uncertainty. This agreement is final and comprehensive. No court could have demanded such an agreement, even if we had one before the High Court and the Federal Supreme Court. This agreement removes an existential threat to the Sika success story and lays the foundation to continue that story. With this solution, control of the company is transferred from the family to all shareholders.

This allows for an efficient capital structure and modern governance. Thanks to the capital reduction, you, as shareholders, will profit from a consolidation of earnings. Most importantly, Sika will once again be able to fully focus on continuing its successful growth strategy. Already in 2019, we will be in a position to present new targets. As part of this accord, Sika has paid CHF 2.08 billion to buy back 6.97% of its shares, and at the same time has a right of first refusal to acquire the remaining 10% of shares that are provisionally held by Saint-Gobain. The price for the first package also includes a premium for freeing the shares. On the one hand, this reduces Sika's shareholders' equity temporarily, but resumption of our growth strategy is in no way restricted.

In addition, we are confident that thanks to the strong cash flow, this dent, to call it like that, will quickly be fixed. This assessment is also shared by the key rating agency Standard & Poor's, who have left Sika's rating at A minus, a strong investment grade rating, and even raised the outlook to stable. Also, the market has spoken, as reflected in a significant increase in the price of Sika shares following the announcement of the transaction. As part of the agreement, Saint-Gobain becomes a Sika shareholder, nominally even the largest shareholder. For Saint-Gobain, however, this will remain a pure financial investment. As you will gather from the extensive restrictions that Saint-Gobain has agreed to in respect to the purchase of additional shares and the sale of its holding. In light of the continuing competitive situation, Saint-Gobain will not be represented on the Sika Board of Directors either.

You will find the details of this agreement on the slide behind me. You, dear shareholders, will today have an opportunity to write the final chapter in the now finished takeover battle by giving Sika a modern structure. For this purpose, a number of separate votes are to be held to amend the articles of association. The opting out clause is to be removed, limited transferability is to be discontinued, a unitary share class will be introduced, and redeemed shares will be destroyed. This will turn Sika into a true publicly owned company, affording all shareholders the same rights. Saint-Gobain has contractually committed to vote in favor of the proposals of the board of directors, to play a part in bringing about the amendments to the articles of association. This means that all's well that ends well. All's well for the future of Sika.

Sika, during the last few years, has impressively proven its entrepreneurial strength. Even under the huge added pressure of a takeover battle, the company achieved record results. We have the firm intention of continuing on this path. The end of the takeover battle and the general feeling of liberation coming along with it give us great confidence for the future, and we will drive our success story even faster. As in every good story, there is a final page headed acknowledgments. We owe a major debt of gratitude, first to all Sika employees, for producing the record results that made the agreement at all possible. They can all be proud of their fantastic achievement. Group management and the overall management team, who steadfastly and successfully guided the group forward despite the ongoing takeover battle.

Also, my five comrades in arms on the board of directors, who under immense personal pressure, unwaveringly worked to make Sika successful. To you, our shareholders, for always, during all the general meetings, showing us your trust and also throughout the year. Here, I would also like to extend a special word of thanks to Dr. Walter Grüebler, Ethos and Cascade, who also provided substantial support to us during the court proceedings. All of you have deserved a big hand. Thank you very much. Ladies and gentlemen, this brings us to the constitution of today's general meeting. By publication in the Swiss Commercial Gazette of 18th of May 2018, and also by written notification of all registered shareholders sent off on 18th of May 2018, the convocation for this general meeting took place in accordance with the articles of association and also legal requirements in due form and time.

The invitation included all the topics for discussion and also the motions of the board of directors. As of 18th of May 2018, the auditor's report regarding the capital reduction was available for perusal at the head offices of the company. Chairmanship of this general meeting, in accordance with the articles of association, will be held by the chairman of the board. Our minutes taker will once again be Stefan Mösli. In that context, I would like to point out that this general meeting is being recorded on video and will be transmitted live as a web stream on the internet. The minutes of the general meeting will be available on the internet. Whoever wishes so will have them sent personally. We will now come to our tellers. These will only be used in the case that the electronic voting system should fail.

Here we have the names of those people making themselves available. Our head teller will be Mrs. Caroline Inauen. I would like to thank the ladies and gentlemen vote tellers for assuming this responsibility. Our auditors, Ernst & Young AG, is represented by Mr. Christoph Michler and Mr. Marc Rüegsegger, who I would also like to welcome here at this point. As the independent voting proxy, I would like to welcome Mr. Jost Windlin, attorney and notary in Zug. He will vote in accordance with instructions given to him by the shareholders. I thank Mr. Windlin for taking of this mandate and would ask him to kindly stand up for a moment. Thank you. Shareholders were also able to take part in today's general meeting by electronic voting, by proxy and instructions.

Electronic participation or any amendments to electronically cast instructions were still possible until no later than Saturday, 9th of June 2018 at 11:59 P.M. Due to the requested amendment to the articles of association, we also have Mr. Sandro Tobler, lawyer and notary in Zug, present here today. He will compile an official document on the decisions of the general meeting concerning the amendment of the articles, the capital reduction, and also the new election into the board of directors. I would also like to welcome him warmly at this point. Also, I would like to thank Mr. Dominik Slappnig and his team for organizing this event. The number of shareholders, votes present, and the capital represented, there will always be a tally kept of this. Before the voting on agenda point one, I will announce it to you.

I thereby take note that today's general meeting was convened in accordance with the law and the articles of association, that it has been ordinarily constituted and is therefore quorate for all agenda points. Are there any objections to this? There are not. Thank you. I would now like to give the shareholders the opportunity before the agenda points to speak on any general topics. If you would like to speak on a general topic or a specific agenda point, we would invite you to first register with the voters desk here on the right to let us know on which agenda item you'd like to speak. You will then be invited forward to the stage at that moment.

In order to be able to conclude this meeting in due time, the speaking time for general contributions and also later items has been basically limited to three minutes, and I reserve the right to shorten it even more if necessary. The remaining speaking time will be shown with a clock at the speaking lectern, and as soon as your time has expired, I will invite you to quickly conclude your contribution. We have a whole list of speakers already, and I would like to begin with Mr. Biedermann from Ethos. Dear chairman, dear members of the board, dear shareholders. The Swiss pension funds who are members at Ethos Foundation, who I represent, are very satisfied with this agreement that was reached between the board of directors, Saint-Gobain, and the family Burkard. This is a solution that benefits all parties, also us as shareholders.

As long-term shareholders of Sika, we welcome these important successes that have been attained today by the board of directors. First, retaining the independence of Sika for the benefit of all stakeholders. Secondly, an introduction of equal treatment for all shareholders. These success factors are crucial for continuing the successful growth strategy and also to retain the satisfaction and loyalty of shareholders in the future. At this point, I would like to give a special thanks to the six independent members of the board for their courage. During this whole takeover battle of three and a half years, they remained true to their convictions, despite all kinds of legal threats and pressure from the media that they were exposed to personally sometimes as well. So thank you very much.

We'd also like to thank group management and all employees at Sika who day after day, all over the world, have continued to contribute to Sika's success despite insecurities regarding the future of the company. As you know, Ethos has, since the beginning of this conflict in December 2014, taken a very strong position in favor of the independence of Sika. Already on 23rd December 2014, with the support of 11 institutional investors, we submitted a request for abolishing the opting out clause. In December 2015, Ethos Foundation was legally appointed a secondary intervenient on behalf of the board of directors in the proceedings against the family Burkard. Today, we support all agenda items up for votes, so we are voting in favor of all proposals. Especially, we are very keen on a simplification of the structure.

As the proposal stands, abolishment of opting out, creation of unitary registered shares, and also the abolishment of transfer restrictions. These three points, in our opinion, not only regard Sika, but many other public companies in Switzerland who maybe still have one or several of these measures in place. Especially retaining an opting out clause and the existence of different categories of shares, in our view, as long-term investors, are serious problems. We hope that what happens at Sika or what has happened at Sika will become an example for others, an example of what needs to be avoided for the future. Dear shareholders, I hope that the support of the proposals will be overwhelming. This will encourage the institutions to continue the successful trajectory of the Sika spirit, characterized by independence and sustainable growth to the benefit of shareholders and all other stakeholders of the company.

Thank you very much for your kind attention.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Thank you, Mr. Biedermann. You indeed were the first group of shareholders who provided support to us, we greatly appreciated that. Thank you very much again. Moving on to the next person who wishes to speak, Mr. Christopher Rossbach of J. Stern.

Christopher Rossbach
Analyst, J. Stern

Ladies and gentlemen, many of you will know that J. Stern and Company is a private asset manager based in both London and Zurich. We manage assets for families, endowments, and similar investments with a long-term approach. For more than 15 years, we've been invested in Sika, we are convinced that Sika is an independent company based on its success. We'll be in for a lot more value creation. Where right becomes wrong, we have a duty to resist. This is something that Goethe once said.

In December 2014, in my office in London, I was notified of the takeover of the stakes of the Burkard family, I didn't want to believe it because I was always convinced of Sika being independent and the commitment the Burkard family has. It became clear to us rapidly that it was an abuse and a misuse, we were clear of our legal situation, went through the articles of association again, we didn't understand why the press didn't agree with us. Goethe also said that those who are right and are patient will prevail. We were patient because the Stern family and we, as long-term investors, have an investment horizon covering decades, we were convinced to be right.

We prevailed, the fact that we are celebrating Sika's independence and further value creation, this is due to Sika and the Sika spirit, the board of directors, the management, and the employees and shareholders who have been committed to Sika. Let's first thank the independent members of the board of directors and its chairperson, Paul Hälg, Frits van Dijk, Monika Ribar, Daniel Sauter, Uli Suter, and Christoph Tobler. Your commitment was very clear right from the start, it gained the full support of the majority of the share capital. You were so selflessly and committed with high personal risk, working without getting discharge and remuneration. That's a role model for corporate governance in Switzerland. It is clear that this charge for the independent members of the board of directors and retroactive approval of compensation is of the essence.

Economic reality that is enabled by the solution today, which is a triple-win situation for everyone involved, is to be credited to the management and the employees of Sika, Mr. Jenisch, Mr. Schuler, and their colleagues. It was one of the most emotional moments in the long history when the members of the country management and your colleagues at one of the annual general meetings we had got up on stage and showed how close they were to this company and what contribution they were making. Sika's growth and competitive position is stronger than ever. We are not surprised of it. Like many others, we said that an 80% premium is not enough, and we are just as confident even after the share price has doubled.

We are also grateful to Cascade, the Bill & Melinda Gates Foundation Trust, and Threadneedle, who have been very committed to supporting Sika's independence and supporting the board of directors, thus paying a great service to us. We are happy that you want to retain your long-term commitment and we therefore support Mr. Howell's election as a member of the board of directors. He will certainly be making a considerable contribution. He will have to improve on his skill or command of Swiss German, but we know how persistent he can be. We also support all the other items and proposals tabled by the board of directors. All's well that ends well, that's the motto for the day today. We are looking forward to having this solution that reconciles the interests of Sika, its employees, the Burkard family, Saint-Gobain, and the shareholders.

We have hoped for this and expected it. We are happy and grateful to the Burkard family to have taken this step after so much to-ing and fro-ing to settle for this. From family to family, we want to tell the Burkard family that a long-term prospect and insistence on quality will always pay off in the long run. We can assure the Burkard family of Sika being in the best of hands and that we are confident that together we are going to secure Sika's success in its further chapters in the company's history. Thank you very much.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Thank you, Mr. Rossbach, for your words and statements and the support that you have provided over the years. The next person who signed up to speak is Mr. Michael Warden of Cascade. You are on stage. No? The next speaker-

The next speaker is Folke Eulen from Sika Hamburg, who was here before.

Folke Eulen
Company Representative, Sika Hamburg

Dear shareholders, members of the Board of Directors and the Group's Management, dear colleagues. My name is Folke Eulen, and I'm a representative of employees of Sika Automotive GmbH Hamburg. Two months ago, we were here last in wonderful Switzerland to express our loyalty to everyone involved and trying to retain Sika's independence. In April, we had mixed feelings as regards the unsolved situation, but everyone kept being committed. In the following weeks, the weeks following the last annual general meeting, the Board of Directors, the Group's Management, and so many consultants behind the scenes did a great job creating this win-win-win, triple win, quadruple win situation for everyone involved, giving us the possibility today to celebrate this success with all of you.

The Hamburg employees will also celebrate the end of this battle in Hamburg. We're proud to have battled with shareholders and managers for the benefit of independence of Sika for many years. Has this also paid off? Will it pay off for employees? We're convinced of it. Sika's success story can be experienced at the Hamburg site. The growth figures in the past four weeks, in particular in terms of sales, profit, investment in human resources, inspire people with hope for the future. Appreciation of individual employees is something that management and the Board of Directors uphold greatly. It is positive for us employees that employees, the management, and shareholders have joined forces. Opinions of colleagues on site are being heard in this company.

Four years ago, I returned the mountain crystal to Mr. Burkard, a symbol of this company, and I would like to hand over something to him that is to be a symbol for at least 100 more years of history. We went to great lengths in Hamburg to learn from everything, and we experienced, and we developed a new adhesive on a secret formula, but its main ingredients is our reliability, persistence of employees, commitment and trust from shareholders, the skills and loyalty from managers. You mix all this with mutual appreciation and honesty to everyone involved. You add some of Hälg, Ribar, Tobler, van Dijk, Jenisch, and Schuler portions, and you end up with the best possible formulation that Sika has ever come up with. Sika straight, straightforward to the future.

I would like to take this cartridge and hand it over to Mr. Hälg as a symbol for cooperation between shareholders, employees, and management in a great community of 17,000 people around the world. Keep leading Sika on this road and stay true to your values, your basic values of appreciation of employees. The employees owe you a great deal, but without people working for you cannot be successful in the long run. Thank you very much indeed.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Thank you very much, Mr. Eulen. You attended every annual general meeting, and I think it's precisely employees like you who have made this solution possible after all. Thanks to your commitment and the figures we've been able to achieve. I'd like to thank you on behalf of all employees of Sika. Moving on to an earlier employee of Sika, Mr. Phillip Arnold.

Phillip Arnold
Shareholder, Sika AG

Good afternoon, Mr. Chairman, members of the board, shareholders, and the remarkable Sika employees and leadership team. My name is Phillip Arnold. I am a proud shareholder and past employee, and the self-appointed chairman of the USA Sika Fan Club. It is hard to imagine that three and a half years ago, the Burkard family betrayed their founding legacy and secretly sold Sika out. There was no precedent to fight this off, no magic bullet. For a moment in time, we were lost. Ladies and gentlemen, a modern business miracle happened that will go down in history as one of the most incredible accomplishments of an independent board, a courageous leadership team, and loyal shareholders working together in unison. The position that rocked the financial community was announced. Sika would oppose the founding family.

History was made that moment, the result was not preordained and the fight was long and nasty. Last year, I presented Urs Burkard with a copy of his book covering his family history with Sika, imploring him to write his own last chapter. Instead, it was written for him. His family is out of Sika, we did not lose control, and we are free. Today is the birth of the new official Sika family, the next generation Sika family. The Sika family that conquered the Burkards and claimed Sika for themselves. The one that will take Sika into the future and make their own legacy and write their own book. To each of the esteemed and loyal board members who tirelessly worked through this entire battle without pay, we are forever grateful. Chairman Paul Hälg, members Monika, Frits, Daniel, Ulrich, Christoph.

Thank you, Justin of Bill and Melinda Gates Cascade Investment, for your public support. Schuler, who became our CEO without missing a beat and took up the fight. Congratulations and thank you. Thank you to the entire key leadership team and senior management. You demonstrated your strength and resolve to defend and support Sika, and to see all this through by showing amazing results every quarter, every year. On the ultimate battleground, the free financial markets gave you the victory as the stock price grew beyond the 80% offered by Saint-Gobain and way beyond. How is this? A new high today. Bravo. To Jan Jenisch, though you have moved on, we thank you and congratulations. Most of all, to the Sika employees, you became the magic bullets that in the end made victory possible.

Here is to the start of the next generation of Sika and the wonderful future we have together. History was made. Congratulations, let us celebrate.

Markus Posse
Analyst, VV Vermögensverwaltung AG

Thank you very much, Phillip. The next person to speak is Mr. Posse from VV Vermögensverwaltung.

Mr. Chairman, Members of the Board of Directors and the Group Management, esteemed shareholders. My name is Markus Posse from Uetikon am See, and I represent the SaraSelect Fund Sika shares. This fund, for more than 20 years, has continued to invest in Sika and still invests in Sika. Finally, after three and a half long years, and at the expense of a lot of passion and commitment, a solution has been found, and this is a solution that knows winners only. Everyone involved can walk away from the negotiating table and bring good news home. We have won. It is over. As you know, things in life turn out usually the way they have to. This is reassuring, but certainly, it does not go without saying.

Paul Hälg
Chairman of the Board of Directors, Sika AG

In the case of Sika, it took determined intervention by a circumspect Chairman of the Board, who, surrounded by primarily independent Board members, had the necessary stamina to resist very adverse conditions, at least initially. The tour de force of very few people in the end meant that a culture that was already strong became even stronger, and many unfair media debates were silenced by outstanding operating results to make sure that the good prevailed in the end. With the right attitude and a selfless willingness to take into account the interests of the workforce, you do find justice in the end. There is such a thing as justice, but you have to be humble, patient, and convinced to get justice in the end. That made the difference between the two parties.

On the one hand, we had a party instrumentalized primarily by a single lawyer, a family that was very unfortunate, sometimes clumsy and awkward, not showing a great deal of stature, greatness, and dignity, contrary to their ancestors. On the other hand, we had a man of the world like a captain, committed to the interests of most stakeholders and not hesitating for a second to go for the right solution for everyone involved. This was his benefit, his claim to work for the benefit of everyone in a selfless manner, and he was rewarded. Common sense and the willingness to do the right thing for the majority, coupled with a Christian attitude, turned out to be stronger than greed, selfishness, and pure egotism. As you know, values make the difference, and values decided this battle.

I would like to particularly thank Paul Hälg, but everyone else involved. A cordial thank you. Another great chapter in the history of Sika has now been sealed, and we are now faced with more operating challenges that this community of values will certainly champion easily. Thank you very much.

Speaker 10

Thank you very much, Mr. Posse. Next speaker, Anne Steele from Threadneedle.

Anne Steele
Portfolio Manager, Columbia Threadneedle Investments

Mr. Chairman, shareholders, and all employees of Sika. My name is Anne Steele. I'm a senior portfolio manager at Columbia Threadneedle in London, and we have been shareholders of Sika for over 18 years. Well, here we are after three and a half years after that very fateful Monday morning in December 2014, when we all learned of the Burkard family's decision to deliver this company into the hands of Saint-Gobain. Since then, as you know, we have been actively engaged in seeking to protect Sika and to find an alternative outcome. Happily, on the 11th of May, news of that alternative was announced. There are many factors that go into and influence what a solution can look like in such a situation. The solution that we are gathered here today to finalize is one that, as long-term shareholders, we are happy to commend to you.

Importantly, this agreement will bring Sika's corporate governance and capital structure into line with very best practice globally. It represents a fair and sensible solution, we fully support it as a good outcome for both shareholders and for the company. Most importantly, it will allow Sika's independent success story to continue, giving this business the freedom that it needs to really pursue its growth strategy for the future, the very reason we invested in Sika 18 years ago. Let me add that we at Columbia Threadneedle have been so impressed with everyone that we have heard from and met at this company during this difficult time. We would also like to thank the Special Experts appointed for their diligence and very important work during the last three years.

It is the role of the 19,000 employees from around the world that they have played in supporting this truly inspiring business. Difficult times often bring out the very best in people. Sika's success is no accident. You have dug very deep, today would not have been possible without you. Please never lose that team Sika spirit. Mr. Chairman, we're fully supportive of the solution before us, we look forward to the next chapter of growth for this unique and quite outstanding company. Thank you.

Speaker 10

Thank you very much. We have no further speakers for the moment, which means that we will continue with the statutory part. Allow me to begin by making a few remarks on the voting procedure at this general meeting. As has been the case so far at general meetings, we have an electronic voting system in place. It's being made available by the company Computershare Schweiz AG. When entering, you received a voting device. The voting device has a colored touch screen. This touch screen will be automatically dimmed after three minutes, and after another two minutes, it will turn off by itself. As soon as a new voting round starts, the screen will automatically light up again. At any time, you can also reactivate the screen by touching the touch screen or pressing the red button on the side of the device.

Under the symbol or the icon Language, you can change the language if necessary, under the icon My Vote, you can always check after every respective round of voting how you voted on the various items. Under the icon Info, you can consult the shareholders' information about you that's been entered and see how many votes you represent. Any interaction with the touch screen will be confirmed with a vibration. The procedure is simple. As soon as during today's meeting I have explained an item or a motion and all contributions are complete, I will officially open the vote. From that moment on, your voting devices will automatically change into voting mode, you will have 10 seconds time to cast your vote. During the indicated voting time, you will have three colored surfaces at the bottom edge of the televoter, which you can choose from.

Green for yes, red for no, yellow for abstention. Once you have made your choice, the televoter will confirm by vibrating, the chosen surface will be ticked off. Those that you didn't choose will dim automatically. If you made a mistake and chose the wrong alternative, you can still correct your vote cast during the voting time by simply pressing the correct surface. As soon as the customary 10 seconds have expired, a correction of your vote is no longer possible. Sometime later, we will then see the results of that vote on the screen. To check whether your device is ready, I would like to ask you to touch the touch screen or press the red button on the side of your device. At this point, the display should light up.

If this is not the case, I would ask you to go back to the entrance and have it replaced. If there should be a malfunction of the voting system, although we don't expect this, we will have an open vote or a written vote. If it will be a written vote, we would send you or we would use the voting coupons given to you. If you find that there is a malfunction of your device during voting or have a problem operating it, please, again, go to the staff at the entrance. If you were to leave this room during voting, we would ask you to take along your voting device and your voting material. Those shareholders who vote against a proposal have the possibility that this is entered in the record.

In order to do so, we would ask you giving your name in the process. Any shareholder at any point can demand that their statements be taken into the record. The exact results will be published in the minutes of the general meeting. We will now check the functionality of the electronic voting device. For that, I will ask you a test question. Did you know that Sika was founded in the year 1910? Once I've opened the functional test, you'll have 10 seconds time to cast your vote. Yes, green. No, red. Abstention, yellow, by pressing the corresponding surface. Please take out your voting device now. The voting on the functional test is now open. Please now choose yes, no, or abstention. This vote is closed.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language] Sie sehen jetzt das Abstimmungsergebnis auf der Leinwand. Fast 77% der Stimmen wussten, dass Sika im Jahre 1910 gegründet wurde. Falls Sie während der Abstimmung festgestellt haben, dass Ihr Gerät defekt ist oder falls dessen Handhabung noch unklar ist, melden Sie sich bitte bei der Zutrittskontrolle. Ich komme nun zur Präsenz an der heutigen Generalversammlung. Auf der Tabelle sehen Sie die Aktien beziehungsweise Stimmen sowie das vertretene Kapital, vertreten durch die unabhängigen Stimmrechtsvertreter, die persönlich anwesenden Aktionäre sowie das Total der vertretenen Aktienstimmen und des vertretenen Kapitals. Die von Sika und ihren Tochtergesellschaften gehaltenen Aktien sind nicht stimmberechtigt und somit auch nicht vertreten. Damit ergibt sich die folgende Ausgangslage für die Abstimmungen: Wir haben 339 anwesende Aktionäre. Das Total der vertretenen Aktienstimmen beträgt 2,190,103 und das Total des vertretenen Kapitals beträgt CHF 679,909.30.

[Foreign language] Diese Zahlen werden vor jeder neuen Abstimmung überprüft, um mögliche Abgänge oder Ankünfte während dieser Versammlung zu berücksichtigen. Nach den Satzungen entscheidet eine absolute Mehrheit über das Ergebnis dieser Wahlen, unter Ausschluss von Enthaltungen oder ungültigen Stimmen, es sei denn, das Gesetz oder die Satzungen bestimmen etwas anderes. Unter Vorbehalt steht die Abstimmung über die Aufhebung der Übertragbarkeit, bei der wir gemäß § 73 Absatz 4 der Satzung ein Quorum von mindestens zwei Dritteln der vertretenen Stimmen und eine absolute Mehrheit des Nennwerts der vertretenen Aktien benötigen. Außerdem bleibt die Abstimmung über die Entlastung der Spezialisten unter Vorbehalt, da die Stimmkraft gemäß dem Nennwert der Aktien gemessen wird. Wir sehen hier die Tagesordnungspunkte für die heutige Generalversammlung, die bereits in Ihrer Einladung zu sehen waren. Ich werde sie daher nicht Punkt für Punkt vorlesen.

[Foreign language] Wir beginnen mit dem ersten Tagesordnungspunkt: Schaffung einer einheitlichen Stückaktie und Einführung einer modernen Kapitalstruktur sowie Kapitalherabsetzung. In Verbindung mit den zuvor erwähnten Vereinbarungen zwischen Sika, Saint-Gobain und der Familie Burkard hat Sika etwa 1 million Stückaktien von Schenker-Winkler-Holding erworben. Diese Aktien sollen nun im Rahmen einer Kapitalherabsetzung aufgehoben werden. Darüber hinaus beabsichtigt Sika, eine einheitliche Stückaktie einzuführen und auch den Opt-out-Mechanismus und die Übertragbarkeitsbeschränkungen aufzuheben. Diese Maßnahmen stehen im Einklang mit modernen Corporate-Governance-Standards. Die Anträge des Vorstands unter den Tagesordnungspunkten 1.1 Aufhebung des Opt-out, 1.2 Einführung einer einheitlichen Stückaktie, 1.3 Aufhebung der Übertragbarkeitsbeschränkung und 1.4 Kapitalherabsetzung sind miteinander verbunden. Wenn die Generalversammlung einen dieser Vorschläge ablehnt, gelten alle zuvor genannten Anträge unter 1.1 bis 1.4 als abgelehnt. Nur wenn und wenn die Generalversammlung alle Vorschläge des Vorstands unter den Tagesordnungspunkten 1.1 bis 1.4 akzeptiert, werden diese tatsächlich angenommen.

[Foreign language] Wie bereits erwähnt, wird der Notar Sandro Tobler ein offizielles Dokument zu den Tagesordnungspunkten 1.1 bis 1.4 gemäß den Bestimmungen des Schweizer Obligationenrechts erstellen. Wir beginnen mit dem Tagesordnungspunkt 1.1, Aufhebung des Opt-out.

Speaker 10

Under the condition, or with the abolishment of the opting out, a shareholder who has in excess of 33.13% of voting rights will newly be obliged to make a public tender offer for all Sika shares. This is the condition. Under the condition that the extraordinary general meeting approves the proposals by the board of directors under agenda items 1.2, 1.3, and 1.4 as well. The board of directors proposes unanimously the abolishment of the opting out from the articles of association, and for this purpose, the cancellation of paragraph 5 of these articles. Does anybody wish to speak on this item? I see no request to speak, which brings us to the vote. I would like to ask Mr. Tobler to officially document the decision on this item. If you want to follow the recommendation of board of directors, press Yes, green.

If no, and abstention, yellow. The vote on item 1.1 is now open. Voting is closed. You have approved the cancellation or abolishment of the opting out very clearly. Due to the mutual conditionality of these different proposals, I will only be able to definitely take notes after the last vote under agenda item 1, if this has been in fact accepted. This brings us to 1.2, creation of the unitary registered share. With this proposed amendment to the articles of association, we will follow the unitary share principle and also the concept of one share, one vote. That means all shareholders will have equal rights. You can see the details of the proposal behind me. You will also see it in the invitation, and I will now not read it to you in detail. In essence, it goes as follows.

Under the condition that the extraordinary general meeting approves the proposals by the board of directors under agenda items 1.1.3, 1.4, the board of directors proposes unanimously the creation of unitary registered shares with a nominal value of CHF 0.01 each, which will be subject to limitations, et cetera. Does anybody wish to say anything on this topic? Okay, I do not have any further requests to speak, this brings us to voting. Again, Mr. Tobler, I would ask you to document this process of decision. Again, if you agree with the proposal of the board, press Yes, green. No, red or yellow, abstention. The vote on agenda item 1.2 is now open. The vote is closed. Once again, you have also given a clear approval of this proposal.

Due to the mutual conditionality, again, I will only definitely be able to announce this if and when the other proposals have been accepted. This brings us to agenda item 1.3, abolishment of transferability restrictions.

Paul Hälg
Chairman of the Board of Directors, Sika AG

With the introduction of the unitary registered share, we want to lift restricted transferability to fully implement the one share, one vote concept in the sense of corporate governance. Please refer to the screen or your invitation for the full wording of the board's proposal, which I'm not going to read out. In summary, the board proposes on condition that the extraordinary general meeting approves the proposals the Board of Directors under agenda items 1.1.2, and 1.4. The board proposes unanimously the abolishment of the transfer restrictions from the articles of association, and for this purpose to the amendment of paragraph four of the articles of association. Anyone who wishes to speak on this item? It's not the case.

No one has signed up to speak, let's proceed to the vote. Let me point out that in this case, the required majority is no less than two-thirds of the votes represented, plus absolute majority of the par values represented. Mr. Tobler, would you please keep an official record of the outcome of this vote? If you wish to go along with the board's proposal, press Yes. If not, press No, and if you wish to abstain, press the amber button for abstention. The vote on item 1.3 is on. The vote is closed. You have also approved abolishment of transfer restrictions. Since all these items are contingent on each other, I will only announce whether the whole proposal has been approved following the next item, 1.4, which is capital reduction.

Some 1 million Sika registered shares acquired by Schenker-Winkler Holding are to be canceled by a reduction of capital. The auditors, Ernst & Young, in their report for the annual general meeting, confirmed that creditors' claims will be fully covered even once the capital is reduced. Reduction of share capital will take place only once the creditors have been informed three times in the Swiss Official Gazette of Commerce of the announcement, based on Article 733 of the Swiss Code of Obligations. Please refer to your invitation and the screen behind me for the full wording of the proposal, which I am not going to read, but I will summarize the board's proposal. The board unanimously proposes cancellation of the Sika shares acquired by SWH, reduction of the share capital to CHF 1,417,811.60.

That claims to the creditors remain fully covered according to the auditor's reports and the amendments of paragraph 2, subparagraph 1 of the articles related to this. Anyone who wishes to speak on this item? This is not the case. No one has signed up to speak. Let's proceed to the vote. I would like to ask Mr. Tobler once more to keep an official record of the outcome of the vote. If you wish to go along with the board's proposal, press green, press red for no, or use the amber button if you wish to abstain. The vote on item 1.4 is on now. The vote is closed. You have approved the reduction of capital, clearly so. Given that the annual general meeting has approved all the board's proposals under items 1.1 to 1.4, all these proposals have been approved.

I would like to ask Mr. Tobler whether he can officially record these outcomes and has all the data he needs. Thank you very much. He does. Thank you. Let's move on to item 2 on the agenda, elections. Beginning with item 2.1, election of a member of the Board of Directors. As announced in the media on May the 11th, 2018, Urs Burkard, Jürgen Tinggren, and Willi K. Leimer stepped down from their functions as board members. The Board of Directors proposes election of Justin Howell for the remaining term of office until the ordinary annual general meeting in 2019. Justin Howell is a senior investment analyst of BMGI, the investment office of the Gates family and the Bill & Melinda Gates Foundation Trust. He is a Canadian citizen and lives in the U.S.A.

For further information on Mr. Howell, please refer to the invitation to the general meeting. Justin Howell will present himself briefly. Justin, please.

Justin Marshall Howell
Member of the Board of Directors, Sika AG

Thanks, Paul. Give me a minute while I work on my technology here. Mr. Chairman, members of the Board of Directors, and the management team and employees of Sika. Fellow shareholders, I am delighted to be here today to mark the end of one of the longest hostile takeover battles in European financial history. Once again, we congratulate Sika's management, independent board members, and employees for their continued outstanding performance. Everyone should take immense pride in the success of Sika over the past three and a half years. In December of 2014, Sika's management and independent Board members took a courageous stand against the secret deal between the Burkard family and Saint-Gobain. Weeks later, Sika's public shareholders joined the fight against that hostile takeover. That collaboration has demonstrated, in spectacular fashion, the positive role that long-term shareholders can play in supporting public companies.

Supportive and engaged shareholders can make a substantial difference when it comes to value creation, and most importantly, that difference can be measured. With the proliferation of passive investing over the past several years, the role of long-term engaged shareholders is increasingly important. Furthermore, such shareholders are a welcome counter to activists who often seek to shake up management and operations solely in pursuit of short-term financial gain. We are not alone in this view, in that spirit, I want to thank Ian Richards and Anne Steele at Columbia Threadneedle and Trelawny Williams at Fidelity International for their partnership, counsel, and friendship over these last three and a half years. A special thank you is also owed to Chris Rossbach and Jérôme Stern at J. Stern & Co. for their support and wisdom.

Together, we supported Sika and helped the company achieve what none of us could have achieved alone. I've already addressed this group several times over the past three years, but today I'd like to present myself as a candidate for the Board of Directors. I am deeply honored to be considered. A little bit about me. As Paul said, I'm a Canadian citizen, but I've lived in the U.S. for the past 15 years. I am a lawyer by training and an investor by profession. I began my career with the law firm of Cravath, Swaine & Moore in New York City before joining Bank of America, where I was a mergers and acquisitions banker. For the past eight years, I have worked at BMGI, where I currently serve as a Senior Investment Manager covering private and public equity.

I think it's fair to say that my skills are complementary to those of the current Board members. I have significant experience structuring acquisitions and in execution valuation and strategy. Given Sika's focus on inorganic growth, I believe my experience will be an asset. Over these past few years, I've also grown to know and deeply respect Sika's independent Board members and senior management. We have developed a collaborative and productive relationship. It is a relationship based on trust and on shared values regarding the primacy of good corporate governance and long-term value creation for all stakeholders. In that vein, please allow me one anecdote. I recall an early discussion with one of the senior members of Sika's Board. He recounted his nomination interview with Romuald Burkard.

Mr. Burkard asked, "If elected to the Board, who will you represent?" The candidate's reply was simple, "I will represent all of the shareholders." The elder Mr. Burkard responded, "That is exactly right." Mr. Burkard recognized that a successful public company requires an independent Board focused on sound corporate governance. Pursuit of the narrow financial interests of a few shareholders at the expense of the many is antithetical to the interests of a public company. Here I want to be clear. If elected to the Board, I will act in the best interests of Sika and all of its shareholders. I view myself lucky in that I will have great mentors on this Board. The independent directors' actions throughout the hostile takeover fight have been a master class in independence and good corporate governance, and this case should be studied at law schools and business schools around the world.

I am excited about the opportunity to work alongside these truly remarkable individuals in support of an independent Sika that is unencumbered by narrow financial interests and petty grievances of the past. Thank you for your consideration, and again, congratulations to the Board, management, employees, and shareholders of Sika. You have so much to be proud of. Thank you.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Thank you, Justin. As you will have heard, Justin Howell will complement our Board with his great experience and his network of relationships. He will be an ideal complement. This brings me to the Board's proposal. The Board proposes unanimously to elect Justin Howell for the remaining term of office until the annual general meeting in 2019 as a member of the Board of Directors. Someone has signed up to speak. It is Ian Richards.

Ian Richards
Analyst, Columbia Threadneedle Investments

Good afternoon, everyone. It is nice to be down this end of the hall for a change. There is no more them and us. There is only Sika AG. I am delighted to come and meet you all down this end. For anyone who does not know me, I am Ian Richards. I am from Columbia Threadneedle. We have been actively engaged in a concert party working with Justin Howell and his colleagues for the last three and a half years. During that time, I have had the pleasure of working with him and seeing firsthand his commitment and dedication to an independent Sika. Justin has spoken a little bit about his skills and expertise that he offers to bring to the Board should he be appointed. From personal experience, I can vouch for those skills, the quality of them, and commend him to all of you for appointment to our Board.

I can also vouch for his work ethic, his character, and values. I have every confidence that Justin will be a strong and worthy addition to our Board. He gets the Sika spirit and has a long-term strategic view and skill set that will add value to this business. As Justin has rightly said, should he be appointed, his duty as a director will be to act in the best long-term interests of our business, benefiting all stakeholders, as well as for all shareholders, not just for a small group of them. Given this, following the appointment, if you decide to bring him onto the Board, the formal concert party group that we have been part of with Justin will be brought to an end. I would like personally to thank Justin for his partnership, his friendship, his sense of humor, and hard work on all our behalves.

Don't think for a moment that means I'm going away, because I'm afraid I'm not going to spare you that. We, Anne Steele and I, will still be here taking a deep interest in our business and its future. After 18 years, we will be following the developments in the core business, the exciting new progress in emerging markets and developing markets. We'll also be following with interest the little wider initiatives that are being done, such as Operation Smile in Thailand and Vietnam. Yes, as long-term shareholders, we do read your sustainability report with great interest. With that, I'm just going to stop, commend Justin Howell to you all again as a great candidate for our board, and I'm rather pleased that he'll be working for us.

This business has a long and exciting future ahead of it, please ask him to work towards that for all of us. Thank you.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Thank you, Ian. No one else has signed up to speak on this matter, let's proceed to the election. I would like to ask Mr. Tobler again to keep an official record on the outcome of this item. If you wish to approve election of Mr. Justin Howell, press green. If not, press red. If you wish to abstain, press the amber button. The vote on item 2.1 is on now. Time is up. You have elected Mr. Justin Howell as a member of the board of directors at an overwhelming majority. Congratulations, Justin, on your election. Cooperating with you. Moving on with item 2.2, election of the Nomination and Compensation Committee.

The board of directors proposes unanimously that Justin Howell be elected instead of Urs Burkard to step down for the remaining term of office until the annual general meeting in 2019 as a member of the Nomination and Compensation Committee. Anyone requesting the floor to speak on this item? This is not the case. Let's proceed to the vote straight away. If you wish to approve election, press the green button. If not, press red. If you wish to abstain, choose the amber button. Voting time on item 2.2 is on now. Time is up. You have elected Justin Howell at an overwhelming majority as a member of the Nomination and Compensation Committee. Congratulations, Justin, on this election.

Speaker 10

This brings us to agenda item three, compensations. As you know, compensation for the Board of Directors for the terms of office from the Annual General Meeting 2015 until the Ordinary General Meeting 2019, despite the agreement of a vast majority of the capital, was not granted yet due to rejection by Schenker-Winkler Holding, even though the Articles of Association explicitly state that the Board of Directors receives an annual compensation. Therefore, the Board of Directors now proposes the compensation for the terms of office from the Ordinary General Meeting 2015 till the Ordinary General Meeting 2019 for approval by the present General Meeting. We start with 3.1, approval of the compensation of the Board of Directors for the term of office from the 2015 Annual General Meeting until the 2016 Annual General Meeting. The total sum proposed you can see on the screen.

It's according to the sum proposed during the last meeting. This brings us to the proposal. The Board of Directors proposes unanimously that a total amount of CHF 2.87 million in compensation for the nine-member Board of Directors be approved for the term of office from the close of 2015 Annual General Meeting until the close of the 2016 Annual General Meeting. We have a request to speak, and it's Ian Richards from Threadneedle.

Ian Richards
Analyst, Columbia Threadneedle Investments

I'll try not to keep you for too long. There's something very important we need to do. As you've heard from a number of people, the Board's handling of this situation has been exemplary, both as a group and individually. I'm not going to go running up waving little bits of pieces of paper to Stefan Mösli, but I'm going to do something different. I'm going to ask everyone in this room to stand up and express their gratitude to these individuals, our Board of Directors, for the extraordinary hardship they've been through, the personal threats, the coercion. It is a matter of deep regret. No, that's too soft a word. Anger at the malicious tactics that withheld their pay, yet they've stood by us. They've done their work for all of us, shareholders and employees together, that deserves to be recognized.

Can I ask everyone to stand up for a round of applause for our Board of Directors for all their hard work and bringing us to where we are today?

Speaker 10

Thank you very much, Ian. All I can say, it was worth it. We have no further requests to speak. We will proceed with the vote. Just a minute. We do have somebody who wishes to speak. Dear chairman.

Max R. Enderli
Shareholder, Sika AG

Max Enderli, Hagenwil. I was so happy on Friday morning when I heard about this decision, I heard that the board of directors together were able to achieve this result of Sika becoming independent. This is a huge success for the people, for the employees, for anybody who's ever worked for Sika. This is really a great pleasure for me, all this compensation that was not granted, I would like to say the board of directors and the chairman, they didn't know how all of this would end. They stood up. They fought. They fought for the Sika company with their blood, they didn't know how much of their own money they would have to pay for all this, they stood strong.

These are real leaders, ladies and gentlemen, these people that we have here, they have deserved the compensation, I am very happy for them. That hopefully, the outcome of this vote will be positive for everybody, they will be given their compensation because they really deserve it. These are the kind of people we need in the economy, people who stand up also when the going gets tough. Thank you very much.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language] Vielen Dank, Herr Enderli.

Speaker 10

Thank you very much, Mr. Enderli.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language] Sie wissen jetzt alle, was Sie drücken müssen.

Speaker 10

You all know what to vote now.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language] Wenn Sie für die Vergütung sind, Ja, sonst für die Ablehnung Nein, sonst Nein, Rot, bei Enthaltungen Gelb. Die Abstimmung zur Vergütung ist jetzt eröffnet. Abstimmung ist jetzt geschlossen.

Speaker 10

Time's up.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Sie haben die Vergütung deutlich angenommen.

Speaker 10

You have clearly approved the compensation. This is for the term of office 2015 to 2016. I thank you for approving this and acknowledging our work. This brings us to 3.2, the same for the term of office 2016 to 2017. You see the total proposed sum. Also this is in accordance with the sum already proposed at the last general meeting. This brings me to the proposal. The board of directors proposes unanimously that the total amount of CHF 2.87 million in compensation for the nine-member board of directors be approved for the term of office from the close of the 2016 annual general meeting until the close of the 2017 annual general meeting. Does anybody wish to speak on that point? No. This brings us to the vote then. Again, yes, green, red, no, abstention, yellow. And the vote on agenda item 3.2 is now open.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language]

Speaker 10

Time's up.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Sie haben auch für die Vergütung-

Speaker 10

The compensation for the period 2016 to 2017 has been clearly approved by you. Thank you very much. This brings us to agenda item 3.3: approval of the compensation for the Board of Directors for the term of office from 2017 to 2018. The total sum again you can see on screen behind me, and this sum is also in accordance with the sum proposed during the last general meeting. This brings us to the proposal. The Board of Directors proposes unanimously that a total amount of CHF 2.9 million in compensation for the nine-member Board of Directors be approved for the term of office from the close of the 2017 annual general meeting until the close of the 2018 annual general meeting. Does anybody wish to say anything on that point? No. We proceed with the votes.

If you agree, green; no, red; or abstention, yellow. The vote on agenda item 3.3 is now open.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language]

Speaker 10

Time's up.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Sie haben auch die Vergütung für die Amtsperiode-

Speaker 10

Also here you have approved for the compensation with a clear majority. Thank you very much. This brings us to agenda item 3.4: approval of the compensation of the Board of Directors for the term of office from the 2018 Annual General Meeting until the 2019 Annual General Meeting. You can see the total sum proposed on screen behind me. The maximum amount in relation to the maximum amount proposed in the AGM 2018, was reduced somewhat to CHF 2,530,000.

The reason for this reduction is that the board of directors now only consists of seven members, which brings us to the proposal. The board of directors proposes unanimously that a maximum total amount in compensation for the 9 until May 11th, 2018, respectively seven-member board of directors in compensations be approved for the term of office from the close of the 2018 annual general meeting until the close of the 2019 annual general meeting. Does anybody wish to speak on this point? No. We proceed to vote. If you support the proposal, press green for yes, no red, or abstention yellow. Voting on agenda item 3.4 is now open. Time is up. You have approved the compensation of the board of directors for the period aforementioned with a clear majority. Thank you very much. We now come to the next agenda item.

Item 4, granting discharge to the administrative bodies. We begin with 4.1, granting discharge to the board of directors. The members of the board of directors have not yet received discharge for the business years 2014 to 2017, or rather, such discharge was only granted conditionally. This is why today's general meeting shall vote again on granting discharge for the present and past board members. This will be a global vote. This brings me to the proposal. The board of directors proposes unanimously that the current and retired members of the board of directors be discharged, in particular, for the time period from the business year 2014 until 2015, 2016, 2017, and the entire time period since the beginning of the business year 2018 until this extraordinary general meeting today.

Before we proceed to vote, I would like to point out that in accordance with Article 695 of the Code of Obligations, all persons who in any way took part in management are not eligible to vote in this agenda item. As are any persons who represent the votes of persons who took part in administration. Does anybody wish to speak on this? No. This brings us to the vote. If you wish to grant the proposal, green, yes. Otherwise, no, red or yellow, abstention. Voting is now open. Time is up. I take note of the fact that you have granted discharge to the board of directors by a large majority. Thank you very much. This brings us to agenda item 4.2, discharge for group management.

Discharge of the members of the group management for the business years 2014 to 2015 to 2016 and to 2017 was only granted with reservations. For this reason, all members of the group management should now be fully and unconditionally discharged. Again, we are having a global vote here. This brings us to the proposal. The board of directors proposes unanimously that the members of the group management be discharged, in particular for the time period from the business year 2014, 2015, 2016, 2017, and the time period as of the beginning of business year 2018 until today's general meeting.

I would like to point out again that in accordance with Article 695 of the Swiss Code of Obligations, any persons who in any way took part in administrative tasks are excluded from this vote, as are people or persons who are representing the votes of persons who took part in such positions. Does anybody wish to speak? No. We proceed with the vote. If you want to grant discharge to the group management, press green, yes. Otherwise, no, red or yellow, abstention. The vote is now opened.

Paul Hälg
Chairman of the Board of Directors, Sika AG

[Foreign language]

Speaker 10

The vote is now closed.

Paul Hälg
Chairman of the Board of Directors, Sika AG

Ich stelle fest, dass Sie auch der Konzernleitung mit großem Mehr-

Speaker 10

I see that you have also granted the group management discharge by a large majority. Thank you very much. This brings us to agenda item five: Withdrawal of the Special Expert Committee. As a reaction to the intended takeover by Saint-Gobain, the Special Expert Committee was installed by the Annual General Meeting 2015 with the objective of monitoring and investigating the future business activity of Sika and its subsidiaries in relation to the Schenker-Winkler Holding and Saint-Gobain. As of this year's ordinary general meeting, the term of office of the Special Expert Committee was prolonged until 2022. In light of the agreement reached between Sika AG and Compagnie de Saint-Gobain, a review and investigation of the future conduct of business of Sika AG and its subsidiaries relating to Schenker-Winkler is no longer necessary, has become obsolete. This is why the Special Expert Committee is no longer necessary and shall be withdrawn.

Unfortunately, the members are not able to take part in today's meeting. I will come now to the proposal. The Board of Directors proposes unanimously to withdraw, with immediate effect, the Special Expert Committee, which was established by the Annual General Meeting of April 14, 2015, pursuant to Article 731a, Paragraph three of the Code of Obligations, composed of Messrs. Peter Montagnon, Jörg Walther, and Jörg Riboni. I will now open the floor on this agenda item. We again have Mr. Ian Richards from Threadneedle as a speaker.

Ian Richards
Analyst, Columbia Threadneedle Investments

Apologies, everyone, for appearing again and delaying these proceedings. We, along with the Bill & Melinda Gates Foundation Trust, Cascade, and Fidelity, were the original requisitionists for the Special Expert Committee. They were a safeguard, a safety net in case the worst happened and the family managed to sell this company down the river. It was a very important safeguard. Many people may not know it, but an awful lot of work, effort, planning, and preparation was undertaken by the members of the Special Expert Committee to ensure that this company would be protected no matter what happened. For Jörg Walther, Peter Montagnon, Jörg Riboni, also Peter Spinnler, who was one of the original experts and had to stand down, we would like to express our thanks and also let everyone know that we fully support the board's recommendation that this arrangement be withdrawn.

Before I step down from this podium, I would like to ask everyone to express their thanks to the members of the Special Expert Committee for all the hard work that most of you have never seen or were aware of to protect this business and ensure that no matter what happened, Sika had a future. I'd like to ask everyone to thank them with a round of applause.

Speaker 10

Thanks, Ian. Yes, I can confirm that a lot of preparation work, preparatory work was completed. As it was mentioned, it was certainly an important component in the entire conflict, and it helped a lot, especially towards the end of that battle. Let's move on to the vote. Those who wish to go along with the board's proposal, press the green button for yes. If not, press red for no, or choose the amber button if you wish to abstain. The vote is on now. Time is up. I herewith note that you have approved withdrawal of the Special Expert Committee, and I would like to thank Peter Montagnon, Jörg Walther, Jörg Riboni for their support, very cordially, for their support in the past three years. On this, let's conclude the official part of the extraordinary annual general meeting.

We are at the end of yet another general meeting that will go down in the history of Sika

Paul Hälg
Chairman of the Board of Directors, Sika AG

We have opened a new chapter in Sika's history. With your statements, you have added a positive final touch to some three and a half years of battling with Saint-Gobain and the Burkard family. The last trading day of the bearer shares will probably be tomorrow, and the newly created unitary registered shares will first be traded at the SIX Swiss Exchange on June the 13th. My biggest word of thanks goes to all Sika employees who, with their commitment and loyalty, have contributed to the tremendous success of Sika and the positive outcome of the takeover battle. I would like to thank you, esteemed shareholders, for your loyalty to Sika and the trust you placed in the board of directors and the group management. We will do everything in our power to meet your trust in future, live up to your trust in the future.

The next ordinary general meeting will take place on April the 9th, 2019, as announced already. I would like to ask you to either hand back your voting devices and headsets to Sika assistants, or later to simply leave them on your chairs. Following this general meeting, we're going to serve dinner to you at your tables, and you are cordially invited to stay here and celebrate together with us the new beginning at Sika. Following that, you will have the opportunity of taking a bus shuttle to the Aarau train station. Thank you very much for having appeared here in such high numbers, and I wish you a safe trip home later on. I herewith declare the extraordinary general meeting today is closed. Thank you very much.