May I ask everybody to kindly sit down? Dear shareholders,
ladies and gentlemen, dear
friends of SECAM, ladies and gentlemen, it is my great pleasure to welcome you to today's extraordinary general meeting and to thank you for once again only about 2 months following our ordinary General Meeting to have come here to bar in such large numbers. So it is our great pleasure to start a new chapter in the history of Sika together with you here today. And 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, Nicolas Bleicker, and all the representatives of the media. I would also like to give a special welcome to Mr.
Guillaume Teixier as the representative of Saint Gobain and also to thank him once again for his invaluable support in solving this conflict. I'd also like to welcome all members of Group Management and all present senior managers and employees of Sika. Together with me today are Paul Schuller, our CEO Adrian Wittmer, our CFO and also Stefan Mosley, 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. So, them I would also like to thank kindly for their help.
It's more than 3.5 years ago when a conflict began concerning the further 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's under the title All's Well That Ends Well.
All is well
for the future of Sika. On May 11, 2018, Sika, together with Saint Gobain and the Boca 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 won before the high court and the federal Supreme Court. This agreement removes an existential threat to the sicker 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. And thanks to the capital reduction, you, as shareholders, will profit from a consolidation of earnings. And most importantly, Sika will once again be able to fully focus on continuing its successful growth strategy. And already in 2019, we will be in a position to present new targets.
As part of this accord, Sika has paid CHF2.08 billion to buy back 6.97 percent 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 debt to call it like that will quickly be fixed. This assessment is also shared by the key rating agency Standard and Poor's, who have left Secoo's rating at A-, 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 stika shares following the announcement of the transaction. As part of the agreements, SagoBank 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, Sangoban 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, and so 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. And as in every good story, there is a final page headed acknowledgments.
We owe a major debt of gratitude. 1st, to all Sika employees for producing the record results that made the agreements at all possible, They can all be proud of their fantastic achievements. Then group management and the overall management team, who steadfastly and successfully guided the group forward despite the ongoing takeover battle. Also my 5 comrades in arms on the Board of Directors, who under immense personal pressure, unwaveringly worked to make Sika successful. And 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 Doctor.
Walter Grubler, 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 May 2018 and also by written notification of all registered shareholders sent off on 18th May 2018.
The convocation for this general meeting took place in accordance with the articles of associations and also legal requirements in due form and time. The invitation included all the topics motions of the Board of Directors. As of 18th May 2018, the auditors 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 Mosley.
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 in the Internet. The minutes of the general meeting will be available on the Internet. And 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. And I would like to thank the ladies and gentlemen, boat tellers for assuming this responsibility. Our auditors Ernst and Young AG is represented by Mr.
Christoph Michelin and Mr. Marc Ruyksekow, which who I would also like to welcome here at this point. As the independent voting proxy, I would like to welcome Mr. Joost 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 over 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 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 Zouk, present here today. He will compile an official document on the decisions of the general meeting concerning the amendments 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. And also, I would like to thank Mr.
Dominik Slapnick and his team for organizing this event. The number of shares shareholders' votes present and the capital represented will always be there will always be a tally kept of this. And before the voting on Agenda Point 1, 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 quoted 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 and to let us know on which agenda item you'd like to speak, and 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 3 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 would invite you to quickly conclude your contribution. We have a whole list of speakers already, and I would like to begin with Mr. Bieder Mann from Etos.
Dear Chairman, dear members of the Board, dear shareholders, the Swiss pension funds, who are members of Etos Foundation, who I represent, are very satisfied with this agreement that was reached between the Board of Directors, Saint Gobain and the family boycott. 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. 1st, retaining the independence of Sika for the benefit of all stakeholders and 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 6 independent members of the board for this for their courage. During this whole takeover battle of 3.5 years, they remained true to their convictions. Despite all kinds of legal threats and a 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, has taken a very strong position in favor of the independence of Zika. Already on 23rd December 2014, with the support of 11 institutional investors, we submitted a request for abolishing the opting out clause. And in December 2015, Ethos Foundation was legally appointed a secondary intervenant on behalf of the Board of Directors in the proceedings against the family boycott. Today, we support all agenda items up for votes, so we are voting in favor of all proposals.
Especially, we have a very are very keen on a simplification of the structure. So 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 Zika, but many other public companies in Switzerland who maybe still have 1 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 independent and sustainable growth to the benefit of shareholders and all other stakeholders of the company. Thank you very much for your kind attention.
Thank you, Mr. Biedemann. You indeed were the first group of shareholders who provided support to us, and we greatly appreciated that. Thank you very much again. Moving on to the next person who wishes to speak, Mr.
Christopher Rosbach of J. Stone.
Ladies and
gentlemen, many of you will know that Jay 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 SEEKA, and we are convinced that Sika is an independent company based on the success of 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 Burkhart family, and I didn't want to believe it because I was always convinced of as a seeker of being independent and the commitment that the Bougain family has. And we it became clear to us rapidly that it was an abuse and a misuse. And we were clear of our legal situation and went through the articles of association again, and 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, and we were convinced to be right. But then we prevailed. And 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. So let's first thank the independent members of the Board of Directors and its Chairperson, Paul Hall, Fritz van Dijk, Monika Reeba, Daniel Sauter, Uli Sauter and Christoph Tobler. Your commitment was very clear right from the start, and it gained the full support of the majority of the share capital.
Now you were so selflessly and committed to with high person risk working without getting charge and remuneration. That's a role model for corporate governance in Switzerland. So it is clear that this charge for the independent members of the Board of Directors and retroactive approval of compensation is of the essence. And 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. Jensch, Mr.
Schuler and their colleagues. It was one of the emotional moments in the long history of when the members of the country management and your colleagues at one of the Annual General Meetings we have got up on stage and showed how much how close they were to this company and what contribution they were making. Seeker's growth and competitive position is stronger than ever. We're 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 is coupled.
We have doubled. We are also grateful to Cascade, the Bill and Melinda Gates Foundation Trust, Threadneedle, who have been very committed to supporting Seeker's independence and supporting the Board of Directors, thus paying great service to us. We're happy that you want to retain your long term commitment, and we therefore support Mr. Howe'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. So 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 to day. We are looking forward to having this solution that reconciles the interest of Sika, its employees, the Burghardt family, Saint Gobain and the shareholders. And we have hoped for this and
expected it. We're happy and grateful to the Burghardt family to have taken this step after so much toing
and froing to to settle for this. From family to family, we will want to tell the Bougain family that a long term prospect and insistence on quality will always pay off in the long run. We can assure the Bokart family of Sika being in the best of hands and that we are confident that, together, we are going to secure Seeker's success in its further chapters in the company's history. Thank you very much. Thank you, Mr.
Rosbach, for your words and statements and the support that you have provided over the years. The next person who's signed up to speak is Mr. Mike Warden of Cascade.
So then the next speaker
is Volker Eiland from Sicke Hamburg, who was here before. Dear shareholders, members of the Board of Directors and the group's management, dear colleagues, my name is Volker Eulen, and I'm a representative of the employees of Sika Automotive GmbH Hamburg. 2 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 the everyone kept being committed. And in the following weeks, the weeks following the last Annual General Meeting, the Board of Directors, the group's management and 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 are 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.
Zika's success story can be experienced at the Hamburg site. The growth figures in the past 4 weeks, in particular in terms of sales, profit, investment in human resources, inspire people with hope for the future. And appreciation of individual employees is something that management and the Board of Directors uphold greatly. And it is positive for us employees that employees, the management and shareholders have joined forces that opinions of colleagues on-site are being heard in this company. 4 years ago, I returned the mountain crystal to Mr.
Borchardt, 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 we experienced, and we developed a new adhesive on a secret formula, but its main ingredient is reliability, persistence of employees, commitment and trust from shareholders, skills and loyalty from managers. And then you mix all this with mutual appreciation and honesty to everyone involved, and you add some of Held, Rebar, Toebler, Van Dijk, Janisch and Schuhle portions, and you end up with the best possible formulation that Zika has ever come up with, Zika Straight, straight Forward to the Future. And I would like to take this cartridge and hand it over to Mr.
Helges, a symbol for cooperation between shareholders, employees and management in a great community of 17,000 people around the world. Keep a leading seeker 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, you cannot be successful in the long run. Thank you very much indeed.
Thank you very much, Mrs. Ireland. 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.
Philippe Arnold.
Good afternoon, Mr. Chairman, members of the Board, shareholders, and the remarkable CECA employees and leadership team. My name is Philip Arnold. I'm a proud shareholder and past employee and the self appointed Chairman of the USA Sika Fan Club. It's hard to imagine that three and a half years ago, the Bucar family betrayed their founding legacy and secretly sold CICA out.
There was no precedent to fight this off, no magic bullet. For a moment in time, we were lost. But 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. SECA would oppose the founding family. History was made that moment, but the result was not preordained and the fight was long and nasty. Last year, I presented Urs Burkhardt with a copy of his book covering his family history with Zika, imploring him to write his own last chapter.
Instead, it was written for him. His family is out of CICA, but we did not lose control, and we are free. Today is the birth of the new official CICA family, the next generation CICA family, the CICA family that conquered the Bucharts and claimed CICA for themselves, the one that will take CICA 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, members Monica, Fritz, Danielle, Christophe. Thank you to Justin, oh, thank you, Justin, of Bill and Melinda Gates, Cascade Investment for your public support, Jeweler, 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 CICA 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 single band and way beyond. And how is this, a new high today, bravo.
And to Jan Janich, though you've moved on, we thank you and congratulations. Most of all, to the CECA employees, you became the magic bullets that in the end made victory possible. Here's to the start of the next generation of CECA and the wonderful future we have together. History was made. Congratulations, and let's celebrate.
Thank you very much, Philip. Next is Mark Poser from Pfafford.
The next person to speak is Mr. Poser from VB for Morgansferwaltung. Mr. Chairman, members of the Board of Directors and the group management, esteemed shareholders, my name is Mark Poser from Uticon AMZ, and I represent the SAAR Select Fund, Sika Shares. This fund, for more than 20 years, has continued to invest in Sika and still invests in Sika.
Finally, after 3.5 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've won. It's over.
As you
know, things in life turn out usually the way they have to. This is reassuring, but certainly, it doesn't go without saying. In the case of Sika, it took determined intervention by a circumspect chairman of the board, who, surrounded by primarily independent board members, have 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. So 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. And 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. And on the other hand, we had a man of the world like captain committed to the interests of most stakeholders and not hesitating for a second to go for the right solution for everyone involved. And this was his benefit, his claim to work for the benefit of everyone in a selfless manner, and he was rewarded.
So 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. So I would like to cordial thank you. And another great chapter in the history of Seeker 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.
Thank you very much, Mr. Posse. Next speaker, Anne Steele from Threadneedle.
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 3.5 years after that very fateful Monday morning in December 2014 when we all learned of the Burkhard 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 Seeker and to find an alternative outcome.
And happily, on the 11th 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. But the solution that we are gathered here today to finalize is one that long term 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, so we fully support it as a good outcome for both shareholders and for the company.
Most importantly, it will allow Seeker'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. But 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 and Seeker success is no accident.
You have dug very deep and today would not have been possible without you. So please never lose that teamseeker spirit. Mr. Chairman, we're fully supportive of the solution before us, and we look forward to the next chapter of growth for this unique and quite outstanding company. Thank you.
Thank you very much. And
And we have no further speakers for the moment, which means that we will continue with the statutory part. And allow me to begin by making a few remarks on the voting procedure at this general meeting. So 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. So when entering, you receive a voting device.
The voting device has a colored touchscreen, And this touchscreen will be automatically dimmed after 3 minutes. And after another 2 minutes, it will turn off by itself. As soon as the new voting round starts, the screen will automatically light up again. At any time, you can also reactivate the screen by touching the touchscreen or pressing the red button on the side of the device. Under the symbol or the icon language, you can change the languages if necessary.
And 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 ended and see how many votes he represents. And any interaction with the touch screen will be confirmed with a vibration. So 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, and you will have 10 seconds' time to cast your vote. During the indicated voting time, you will have 3 colored surfaces at the bottom edge of the televoter, which you can choose from, green for yes, red for no and yellow for abstention. Once you have made your choice, the teleporter will confirm by vibrating and the chosen surface will be ticked off. And those that you didn't choose will dim automatically. If you made a mistake and chose the wrong alternative, then 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, then 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. So at this point, the display should light up. And 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. And 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 would 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.
And 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. And the exact results will be published in the minutes of the general meeting. We will now check the functionality of the electronic voting device. And 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 or abstention, yellow by pressing the corresponding surface. So please take out your voting device now and the voting on the functional test is now open. Please now choose yes, no or abstention. And this vote is closed.
And the total of the total capital represented is CHF679,909.30. These figures will be rechecked before every new vote in order to take into account any departures or arrivals during this meeting. So the according to the articles of association, it is an absolute majority that will give the result of these votes. Under exclusion of abstentions or void or non valid votes, unless the law or the subordinate articles state otherwise. Under reservation is the vote on abolishing the transferability limits, where we have a quorum in accordance with Section 73, paragraph 4 of the articles of association of at least 2 thirds of the votes represented, an absolute majority of the nominal values of shares represented.
Furthermore, the vote on dismissing the special experts also remains under reservation, where the voting power has been measured according to the normal value of shares. So we see here the items for today's general meeting, items up for vote, and you have already been able to see it in your invitation. I will therefore not read them out now point by point. We start with agenda item 1, creation of a unitary registered share and introduction of a modern capital structure as well as capital reduction. So in connection with the agreements aforementioned between Sika, Saint Gobain and Family Bockard, Sika has acquired approximately 1,000,000 registered Sika shares from Schenker Vinkla Holding.
These shares are now to be canceled within the framework of a capital reduction. Furthermore, Seca has the intention of introducing a unitary registered share and also to abolish the opting out clause and transferability limitations. These measures are in accordance with modern corporate governments. The motions of the Board of Directors under agenda items 1.1, abolishment of opting out 1.2, introduction of unitary registered shares 1.3, abolishment of transferability limitation and 1.4, capital reduction are mutually dependent on each other. If the general meeting should reject one of these proposals, all of the aforementioned motions under 1.1 until 1.4 will be considered rejected only when and if the general meeting approves all proposals of the Board of Directors under Agenda Items 1.1 to 1.4, These proposals will be actually accepted.
As already mentioned, the notary, Sandro Tobler, will compile an official document concerning the agenda items 1.1 to 1.4 in accordance with the stipulations of the Swiss Code of Obligations. We will start with agenda item 1.1, abolishment of opting out. Under the condition or with the abolishment of the opting out and shareholder who has in excess of 33.1% of voting rights will newly be obliged to make a public tender offer for all Sika shares. And 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. So if you want to follow the recommendation of Board of Directors, press yes, green if no, no and abstention, yellow.
The votes 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 on the January 1 if this has been, in fact, accepted. And 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 1 share wouldn't vote.
That means all shareholders will have equal rights. You can see the details of the proposal behind me. You'll 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, 1.3, 1.4, the Board of Directors proposes unanimously the creation of unitary registered shares with a nominal value of CHF1. 0.01 each, which will be subject to limitations, etcetera.
Does anybody wish to say anything on this topic? Okay. I don't have any further requests to speak. And this brings us to voting. Again, Mr.
Torbler, 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. And the vote is closed. And 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.
With the introduction of the unitary registered share, we want to lift restricted transferability to fully implement the 1 share, 1 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 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 point 1, 1.2 and 1.4. The Board proposes unanimously the abolishment of the restrictions from the articles of association and for this purpose to the amendment of paragraph 4 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. So let's proceed to the vote. And let me point out that, say, in this case, the required majority is no less than 2 thirds of the votes represented, plus absolute majority of our 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, EUR 1,400,000,000 which is capital reduction. The some 1,000,000 Sika registered shares acquired by Sheinkavinkla Holding are to be canceled by a reduction of capital. The auditors, Ernst and 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 Commercial Gazette 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 1,417,000 811.60. And that claims the creditors have remained fully covered according to the auditors' reports. And the amendments of paragraph 2 so paragraph 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, so let's proceed to the vote. And 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 And 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.
So let's thank you. So 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 11, 2018, Urs Borchardt, Jurgen Tinggren and Willy Leimer stepped down from their functions as board members. And the Board of Directors proposes election of Mr. 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 and Melinda Gates Foundation Trust. He is a Canadian citizen and lives in the United States of America. For further information on Mr. Howell, please refer to the invitation to the general meeting. Justin Howell will present himself briefly.
Justin, please.
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 CICA, Fellow shareholders, I'm 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 CECA's management, independent board members and employees for their continued outstanding performance.
Everyone should take immense pride in the success of CECA over the past 3.5 years. In December of 2014, Sika's management and independent Board members took a courageous stand against the secret deal between the Burkhard 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. And in that spirit, I want to thank Ian Richards and Ann 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 Rosbach and Jerome Stern at J.
Stern and 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 3 years, but today I'd like to present myself as a candidate for the Board of Directors. I'm deeply honored to be considered.
A little bit about me. As Paul said, I'm a Canadian citizen, but I've lived in the United States for the past 15 years. I'm a lawyer by training and an investor by profession. I began my career with the law firm of Cravath, Swain and Moore in New York City before joining Bank of America where I was a mergers and acquisitions banker. For the past 8 years, I've 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 Rommel Burkhard. Mr.
Burkhard 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. Burkhard responded, that is exactly right. Mr.
Burkhard 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. And here I want to be clear, if elected to the Board, I will act in the best interest of Sika and all of its shareholders. I view myself lucky and that I will have great mentors on this Board. The Independent Director's 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'm 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 CECA. You have so much to be proud of. Thank you.
Thank you, Justin.
Justin Howell will complement our board with his great experience and his network of relationships. He'll be an ideal complement. This brings me to the board's proposal. The Board proposes unanimously to elect Justin Howe for the remaining term of office until the Annual General Meeting in 20 19 as a member of the Board of Directors. Someone has signed up to speak.
It's Ian Richards.
Good afternoon, everyone. It's nice to be down this end of the hall for a change because there's no more them and us. There is only Seeker AG. So I am delighted to come and meet you all down this end. For anyone who doesn't 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've had the pleasure of working with him and seeing firsthand his commitment and dedication to an independent seeker. 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 appointments 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 SEEKUS 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 on to the Board, the formal concert party group that we've 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 behalf. Now don't think for a moment that means I am going away because I am afraid I am 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 will 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 am just going to stop, commend Justin Howell to you all again as a great candidate for our Board and I am rather pleased that he will be working for us. This business has a long and exciting future ahead of it and please ask him to work towards that for all of us. Thank you.
Thank you, Ian.
No one else signed up to speak on this matter, so let's proceed to the election. Approve election of Mr. Justin Howe, press green. If not, press red. And if you wish to abstain, press the amber button.
The vote on Item 2.1 is on now. 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 Compensation Committee.
The Board of Directors proposes unanimously that Justin Hau be elected instead of Urs Bockert and 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 speak on this item. This is not the case. So let's proceed to the vote. Straightaway.
If you wish to approve election, press the green button. If not, press red. You have elected Justin Haule to an overwhelming majority member of the nominations compensation committee. Congratulations, Justin, on this election.
This brings us to agenda item 3, compensation. As you know, compensation of the for the Board of Directors for the terms of office from the general 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. So 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 that last meeting.
So this brings us to the proposal. The Board of Directors proposes unanimously that a total amount of
CHF
2,870,000,000 in compensation for the 9 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.
I'll try not to keep you in too long, but there's something very important we need to do. As you've heard from a number of people, the Board's handling of the situation has been exemplary, both as a group and individually. I am not going to go running up waving little bits of pieces of paper to Stefan Mosley, but I am going to do something different.
I am
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 have been through, the personal threats, the coercion. It is a matter of deep regrets. No, that's too soft to word, anger that the malicious tactics that withheld their pay and yet they have stood by us. They have done their work for all of us shareholders and employees together and that deserves to be recognized. So 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?
Thank you very much,
Well, I can say it was worth it. Okay. We have no further We do have somebody who wishes to speak. I was so happy this decision, and I heard that the Board of Directors together We're able to achieve the results of This is a huge success for the people And all this compensation is not granted. The President I would like to say, the Board of Directors, they didn't know how all of this was.
They stood up. They fought. They fought for the Eigen and Gelt, it's hard to
do this.
They didn't know how much of their own money they would have to pay for. But it's strong. So these are real leaders. These people that we hear They have deserved I am very Thank you very much, Mr. Henley.
You all know what to vote now. So you have clearly approved the compensation, and this is for the term of August 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. So you see the total proposed sum.
Also, this is in accordance with the sum already proposed at the last general meeting. And this brings me to the proposal. Board of Directors proposes unanimously that the total amount of CHF2.87 million in compensation for the 9 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. So also the compensation for the period 2016 to 2017 has been clearly approved by you. So 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 the screen behind me, and this sum is also in accordance with the sum proposed during the last general meeting. And this brings us to the proposal. The Board of Directors proposes unanimously that a total amount of CHF2,900,000 in compensation for the 9 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. Then we proceed with the votes. If you agree, green, no. Red or extension yellow. The vote on agenda item 3.3 is now open.
And 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 the
screen behind me, the maximum amount was in relation to the maximum amount proposed in the AGM 2018 was reduced somewhat to CHF2,530,000. The reason for this reduction is that the Board of Directors now only consists of 7 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 11, 2018, respectively, 7 member Board of Directors in compensation 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.
Thus, 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. 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. And 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 20 14 to 2017 or rather such discharge was only granted conditionally. This is why today's general meeting shall vote again on granting this charge 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's the current and retired members of the Board of Directors be discharged. In particular, for the time period from the business year 20 14 until so 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 6 95 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. Then 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.
Take note of the fact that you have granted this charge to the Board of Directors by a large majority. Thank you very much. And this brings us to Agenda Item 4.2, discharge for group management. The discharge of the members of the group management for the business years 2014, 2015, 2016 and 2017 was only granted with reservations. For this reason, all members of the group management should now be fully and unconditionally discharged.
And 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 Court of Obligations, any persons who in any way took place 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. Then we proceed with the votes. If you want to grant this charge to the group management, press green, yes, otherwise no red or yellow abstention. The vote is now opened.
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 5, withdrawal of the special experts. As a reaction, to the intended takeover of Saint Gobain, the Special Experts Commission 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 Schenke Vinkla Holding and Saint Gobain. As of this year's ordinary general meeting, the term of office of the Special Experts Committee was prolonged until 2022.
In light of the agreement reached between SIGAR AG and Company de Saint Gobain, a review and investigation of the future conduct of business of Sika AG and its subsidiaries relating to Schenker Vinkler is no longer necessary, has become obsolete. This is why the Special Experts Commission 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 3 of the Code of Obligations composed of Messrs.
Peter Montagnon, Joerg Wolter and Joerg Riboni. I will now open the floor on this agenda item, and we again have Mr. Ian Richards from Threadneedle as a speaker.
Apologies everyone for appearing again and delaying these proceedings. But we along with the Bill and Melinda Gates Foundation Trust, Cascade and Fidelity were the original requisitionists for the Special Experts Committee. They were a safeguard, a safety net in case the worst happens and the family managed to sell this company down the river. It was a very important safeguard and many people may not know it, but an awful lot of work, effort, planning and preparation was undertaken by the members of the Special Experts Committee to ensure that this company would be protected no matter what happens. So for Joerg Walther, Peter Montagnan, Joerg Ruffini, but also Peter Spindler, who is 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. But before I step down from this podium, I would like to ask everyone to express their thanks to the members of the Special Experts 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, Seeker had a future. So I'd like to ask everyone to thank them with a round of applause.
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. I hear with note that you have approved withdrawal of the Special Experts Committee, and I would like to thank Peter Montagnon, Ryuk Wouter and Jurgro Bouni for their support, very cordially, their support in the past 3 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.
We have opened a new chapter in Sika's history. With your statements, you have added a positive final touch to some 3.5 years of battling with Saint Gobain and the Bokart 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 Swiss Stock Exchange on June 13. 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 9, 2019, as announced already. I would like to ask you to either hand back your voting devices and headsets to seek assistance 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 bar trade 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.