Ladies and
gentlemen, I
would like to welcome all of you to the Annual General Meeting of SIGAR AG. We are very pleased that you followed our invitation and came here in such great numbers. It's my special pleasure to welcome the numerous representatives of the media. I would also like to welcome the members of group management and all present senior managers and employees of Sika. And also my predecessor, Walter Grubler.
With me at the lectern are Paul Schuler, the new CEO since June 2017 Aetern Wittmann, our CFO and also Stefan Morsley, General Counsel and Secretary of the Board of Directors. We also have 25 employees of Sika here today helping out in various functions. So I would also like to thank all of them for their assistance and welcome them. Ladies and gentlemen, we will now come to the constitution of today's Annual General Meeting. By publication in the Swiss Trade Gazette of March 20, 2018, and also by written notification to all registered shareholders, which was sent out on 20 March also.
The invitation for this general meeting took place in accordance with the articles of association and regulatory provisions in due form and time. The invitation contained topics of discussion and also the various motions of the Board of Directors. Since March 20, 2018, the annual reports, the auditors' reports and the compensations reports were available at the head office of the company. And in the invitation to this general meeting, participants were also informed of the possibility that they could order these documents if they wish to do so directly from the company. And any registered shareholders were given these documents directly.
In addition, our annual report was available on our website as of 23rd February 2018, and whoever wished to do so could also download and print it out. I request of the company in the Swiss Trade Gazette on 27 February 2018, 2 requested items for inclusion in the agenda were submitted. And these will be dealt with under agenda items 6.27. Furthermore, Schenker Vinkla Holding AG has proposed the election of Jacques Peschel as member and Chairman of the Board of Directors. This request will be dealt with under Agenda Items 4.24.3.
Also, Schenke Vinkla Holding submitted an application for information to the Board of Directors on 3rd April 2018. The questions therein have already been replied to by the Board of Directors in writing. And both the request for information as well as the replies of the Board of Directors are available at the speakers' registration desk and will also be attached to today's minutes. I will come back to this topic under Agenda Item 7. The minutes of the last Annual General meeting was signed off by the Chairman and the minutestaker.
It was available for perusal by shareholders at the head office of the company and was also published online. The chairmanship of this year's annual meeting in accordance with the articles of association, will be assumed by the Director of the Board of sorry, the Head of the Chairman of the Board of Directors. Mr. Stefan Mursley will once again be our minutes taker this year. In In that context, I'd like to point out that this general meeting is being recorded on video and will be available online as a web stream.
The minutes of the general meeting and also the presentations will be available online and can be sent to you if you so request. We will now come to the appointment of vote tellers. They will only be used in case of a malfunction of the electronic voting system. You can see here the names of the persons volunteering as boat tellers. Our head teller today will be Ms.
Caroline Inauen. I would like to thank the ladies and gentlemen tellers for assuming this task. The auditors, Ernst and Young, are gay, is represented by Mr. Christoph Mechel and Mr. Marc Riechsekke, whom I both also would like to welcome at this point.
Our independent voting proxy is Joost Windlin. He is a notary and attorney in Zug. I'd like to welcome him also. And he will be voting according to instructions given to him by shareholders. I thank Mr.
Windlin for taking over this mandate, and I would kindly request him to stand up for a moment. Thank you. Shareholders also have the possibility of taking part in today's general meeting by means of electronic authorizations and instructions given to the independent voter proxy. Electronic participation or any possible changes to instructions could be submitted no later than Sunday, 15th April, at 11:59 p. M.
And finally, I would like to thank Mr. Dominik Slapnik and his team for organizing this event. The number of present shareholders, the represented votes and the represented assets will be tracked continuously. I will always or I will give you the attendance before starting voting on Agenda Item 1. I take note of the fact that the that today's Annual General Meeting has been convened in accordance with the articles of association and legislation and that it is properly constituted and therefore, correlates for all agenda items.
Are there any objections to this finding? That is not the case. Thank you. We assume that some of you will want to make their opinion known or ask questions. If you would like to talk on a general topic or on a specific agenda item, we would ask you to kindly register at the speaker's desk here in front and also to inform us on which topic you would like to make a contribution.
You will then be called forward at the appropriate time and can give you a contribution up here on the stage. In order to assure a smooth progression of this meeting, we would like to invite you to already register at the speakers' desk. At today's meeting, we will proceed according to the agenda you will see here. So after my contribution on strategy and the present situation, we will proceed to the statutory part. Paul Schuler will report on the past year and outlook under Agenda Item 1.
Dear shareholders, ladies and gentlemen, Today's AGM is not just any shareholders meeting, but as you will surely have noticed, Zika's 50th Annual General Meeting. With Zika having once again posted record figures, we have every reason to celebrate this anniversary. The Sika success story is impressive. Today, we can look back over a 50 year period in which Sika has evolved from a medium sized company into a globally positioned group and one that is now listed in Switzerland's blue chip index, the SMI. Sales have multiplied by a factor of 30 over this half century, which equates to a formidable growth rate of about 7% per year, way above average.
Not many companies can boast a track record like that. The number of national subsidiaries has quadrupled over this period to more than 100. We are now present in all parts of the world, and we are the strongest global brand in our industry. During these decades, Sika has developed innovative products and also helped to make the world a better place by doing so. Innovation has been one of our traditional success factors, and we have always adapted our products to the new challenges posed by our markets.
Today, too, we are working on solutions for the megatrends of our time and for the major challenges that the future will bring. For example, urbanization. The world's population is growing steadily and people are increasingly moving to the cities, which means mega metropolises are emerging. So this has triggered demand for better infrastructure and new structural engineering solutions or sustainability. Natural resources are becoming even scarcer and the level of environmental awareness is on the rise.
Thus, the demand for environmentally friendly, low emission and safe products is constantly increasing. Another example, mobility. An increasing number of people are becoming ever more mobile, which means new concepts are required for both private and public transportation. Alternative drive systems and the reduction of emissions are becoming ever more important, while demand for lightweight construction is also constantly increasing. These megatrends are driving growth in our markets, and these are the markets in which we have been successfully operating for decades, continually producing solutions for the latest challenges.
In order to benefit from these market trends to the full, we have defined 7 target markets, all of which offer significant cross selling potential while at the same time covering the entire construction lifecycle. In the concrete market, we supply admixtures to improve the workability and structural characteristics of this substance. A closely related market is that of waterproofing in which we provide special sealing for use in the civil engineering industry. In the roofing, fluorine, coating and sealing and bonding markets, we provide structural engineering companies with a broad spectrum of products and solutions for roofs, floors and facades. In the refurbishment market, we are active with innovative products for concrete refurbishments and renovation.
And in the industry markets, we supply automotive companies and the transportation sector with adhesive and sealant systems. Growing market potential is important and indeed a key prerequisite for success. But success ultimately requires the opportunities that arise to be exploited to the full. Sika is able to do so, as you can see on this slide. We have always grown faster than the entire market, which means we have been able to continually expand our market share.
As you can see on this slide, over the last 5 years, we have also created 3x as much value for you as shareholders as our competitors. Our return to shareholders over the last 5 years works out at 2 72% compared to the industry average of just 90.4%. This tells you that it's not just the market in which we operate that makes us successful. We run our business in a very different way and evidently better than our competitors. In our company, employees are encouraged to be entrepreneurs, and decentralized management is a key element.
This is precisely what lies behind Sika's success. And here, I would like to illustrate in more detail how crucial it is to our ability to remain on a successful trajectory. The decentralized approach lies at the heart of our growth strategy. In keeping with the motto, global but local, we are set up in a way that gives local management the freedom to exploit to the fullest any opportunities that present themselves in the individual markets. Technology, application expertise and marketing for the 7 target markets, I.
E, what we do, are developed globally by the central functions of product development and marketing before being made available to the individual countries. This enables us to draw on the synergies of our global organization while at the same time locally cementing our innovation leadership. Responsibility for implementation, in other words, how we do it, lies firmly with our 100 national subsidiaries. They decide whether they want to achieve growth organically or through acquisitions. They set the priorities in line with local market potential and the competitive situation.
On this basis, 700 strategic plans tailored to local needs are drawn up, each containing clear responsibilities and milestones. In other words, who does what when. These plans are elaborated together by the specialists in the target markets and the corresponding national subsidiary. Management only gets involved when teams fail to agree on a single plan. In such cases, there typically is either a resource problem or a difference in opinion regarding market potential, which requires decisions being taken at the next level up.
This is what we call real empowerment. We also cultivate a decentralized approach when it comes to investments, specifically in production and technology. Wherever feasible, our production sites are based locally. This gives us great market proximity, and this means we can respond quickly and bring our products perfectly into line with local needs. A good example for this is our mortar product range.
The content and quality of these products heavily depend on local raw materials such as sand and aggregates. Together with our local plants, we can address these differences optimally, which in turn allows us to supply clients with the desire and quality. In order to profitably produce in small markets, too, we have developed modular proprietary systems in a container concept, which can be easily assembled in a plug and play system. This gives us a decisive competitive advantage, particularly in developing countries. More complex production procedures, of course, call for more significant investments.
For example, sealants or roof membranes, they cannot always be developed locally. In such cases, one country undertakes production for a wider area or region, thereby achieving a degree of capacity utilization appropriate to the investment. Products involving complex technology for our global clients with identical demands in the industrial sphere are preferably produced at a single location, for example, Zurich or a highly automated plant in Dudingen. We thereby consistently apply the global but local concepts when it comes to the supply chain and the underlying technology. This decentralized approach to the strategy definition and its implementation makes our employees true entrepreneurs within the company, and it's the reason for our great dynamism.
This is what lies behind our monthly announcements of new plant openings, foundations of new national subsidiaries and completed acquisitions. Employees entrusted with responsibility for defining and implementing the strategy definition perceive the logic behind this approach as well as the contribution they are making to the whole. They feel responsible for delivering success. This, in turn, inspires motivation, satisfaction and pride. And this is precisely what constitutes the essence of the unique seeker spirit.
We believe this gives us a serious competitive advantage and one that will endure for quite some time because a culture like that cannot simply be copied overnight. This unique seeker spirit has paid off to a degree, which is clearly reflected in the impressive development of our sales and margin over the last few years. As you can see here, since 2011, we have delivered continuous growth, unfazed by the proposed transaction between the Burkhart heirs and Saint Gobain with its associated uncertainties. So we have continuously grown while at the same time continuously expanding our margins. We are convinced that we can continue this success story with a decentralized approach.
In keeping with this development, the share price has also performed positively over the last few years. Indeed, it has more than quadrupled over the last 5 years alone. We have now been included in the SMI, and we are on track to achieve another milestone in the form of a market capitalization in excess of CHF 20,000,000,000. For this impressive achievement in a hostile environment, Group management, our other senior managers and the entire Sika team around the globe deserve a big round of applause. Many thanks for excellent work.
I would very much like to celebrate this AGM anniversary together with you, free of any negative elements. But the Burkhart heirs and Saigon are still trying to put an end to Sika's success story by pursuing their planned transaction. I have said this at the last 4 Annual General Meetings, and I will repeat it once again today. Sika does not need Saint Gobain. The independent members of the Board of Directors, our group management, the management, our public shareholders and the market itself agree.
This hostile takeover is not in Seeker's interest. It serves only the ends of the Burkhart heirs and Saint Gobain. It would give Saint Gobain control over Sika, control that the French group would only use to exploit to its own advantage. And all of the other stakeholders will end up paying the price. That cannot and must not be allowed to happen.
So today, we are once again calling on the boycott heirs in Saigoban to see reason to abandon their planned transaction and to seek, together with us, alternative solutions. We are ready. Most importantly, Sika has created through its own efforts and the impressive commitments of both management and employees a status quo that is conducive to a win win win solution. Our share price is now far higher than the price agreed between Saint Gobain and the Burkhart S. All the more incomprehensible are the latest signals coming from the Burkhart Eze.
Plans that have recently been circulated in the media for a potential extension of the agreement beyond 2018 as well as the various maneuvers at this AGM are no doubt once again designed to break the resistance of the Board of Directors and Sika's management. Again, Mr. Bischoff will be proposed for election to the Board of Directors and its chairmanship. His election has been rejected at previous Annual General Meetings already. There are still no material grounds for strengthening the representation of SWH on the Board of Directors of Sika.
Other than that, this would stabilize the Board and facilitate step by step attempts to circumvent the transfer restrictions. We also expect that the Board of Directors once again will not receive its fee. There are no sound reasons for this, particularly given the last few years' record results. This is intended solely to frustrate the Board of Directors, thus inducing it to resign. A similar motive lies behind the requested special audit of the directorship mandate of Monica Ribar at Capo Invest Limited and of the monies paid to members of the Board of Directors as well as the renewed request for information on the costs incurred by the company in connection with its fight against the hostile takeover attempt by Saint Gobain.
Undeterred by these maneuvers, the Board of Directors remains determined to enforce in the interest of the company the transfer restrictions and to preserve the status quo in the Board of Directors by limiting the voting rights of SWH. In its ruling of October 27, 2016, the Cantonal Court of Zug underlined the legitimacy of this approach on the part of the Board of Directors. I quote, in light of the above, the restriction of the voting rights of SWH to 5% with regard to the votes that lie at the heart of this dispute was justified. These resolutions were, therefore, compliant with both the articles of association and statutory provisions. Based on this ruling and the early ruling of the court of appeal in the provisional measures proceedings, the Board of Directors has therefore resolved, having once again reviewed the entire situation, to restrict the voting rights of the registered shares of the family holding company, SWH, to 5% of all registered shares in respect of the following agenda items of this AGM.
Item 4.1, voting on the reelection of the independent board members, Fritz Van Dyck, Monica Rebar, Daniel J. Sauter, Ulrich Suter, Christoph Toebler and myself. And in respect of any possible supplementary proposals or counterproposals, but not in the case of the reelection of Urs Burkhard, Velilema and Jurgen Tingren. Item 4.2, voting on the election of Jacques Bischoff to the Board of Directors and on the election of any other candidates. Item 4.3, voting on the election of the Chairman of the Board of Directors.
And Item 4.4, voting on the reelection of the members of the Nomination Compensation Committee, with the exception of Urs Borghaugf. Furthermore, the Board of Directors also reserves the right to apply this restriction of voting rights to any other proposals, including supplementary proposals and amendments, for the reasons set out above. For all other agenda items, SWH can exercise the voting rights of the registered shares held by it in accordance with the articles of association. But the crucial point is the election of the Board of Directors. All its current members are standing for reelection.
The independent members are prepared to work with all their might for the good of Sika in the future, too. The reelection of the entire Board of Directors and of myself as Chairman will prevent a change of control through the back door. On behalf of myself and the other independent members of the Board of Directors, dear shareholders, I would like to offer you our heartfelt thanks for the solid backing you have given us. Special thanks are due to Paul Schuler and the members of group management, who despite the heavy pressure have guided Zika to another record result. We also thank Sika's employees who have backed us in no uncertain terms.
Many of them are also shareholders and are, therefore, here with us in bar today. So please, a big hand for the employees also. This demonstrates impressively the incomparable Sika spirit, which has embodied the company's unique sense of cohesion and its mindsets for more than a century, that this spirit is not just an empty promise. SEEKA lives by it every day throughout the world. And we intend to ensure that this does not change.
Dear shareholders, ladies and gentlemen, all our efforts over the last 40 months or so have been geared to just one goal, safeguarding the legitimate interests of a thriving Sika and all its stakeholders. The Board of Directors is working shoulder to shoulder with group management to continue the Sika success story, which is now more than a century old, the representation of individual interests remains totally alien to us. There is a great deal at stake. Thank you for your attention and your support. Thank you.
I would now like to give to shareholders the possibility to make contributions on general topics before the agenda items are taken through. So in order to stick to the schedule, speaking time has been limited to 3 minutes, and the remaining speaking time will be shown with a clock at the lectern. And as soon as your speaking time has expired, I would kindly ask you to quickly conclude your contribution. Speakers who do not take this into account will be once again reminded and finally interrupted if necessary. Furthermore, I also reserve the right to further limit the speaking time should this prove necessary.
And in general, I would just ask you to be factual in your contributions. As first speaker, we have Urs Buchaert.
Shareholders, ladies and gentlemen, members of staff at Sika, good afternoon. This is an anniversary year and once again a record year for Sika with a spectacular result, I must say. Bravo. Congratulations. An excellent performance, which we really know how to appreciate.
There is a conflict between the Board of Directors and the family. And basically, everything has been said over the past 3 years, and even more has been written about this conflict. So let me, at this stage, summarize briefly what this is all about. My siblings and myself sell the shares of Schenker Vinkla Holding. We continue to be convinced that the articles of associations of an independent company, Sika, in other words, cannot be applied to a different independent company.
We continue to be willing to go ahead with the purchase contract with Saint Gobain and, if we're not allowed to do that, to regain full control at Sika as a family. But first of all, we'll wait for the result of the Court of Appeals, the Obergeirichte in Zouk, and then we'll see where we go from there. Thank you very much. Thank you very much, Urs. Very concise and to the point.
Our next speaker is Justin Hall from Cascade.
Mr. Chairman, members of the Board of Directors and the management team and employees of CICA, fellow shareholders, ladies and gentlemen, my name is Justin Howell and I represent Cascade Investment and the Bill and Melinda Gates Foundation Trust. We wish to once again congratulate CECA's management, Board and employees for their continued outstanding performance despite the protracted hostile takeover attempt by Sangoban. CICA presented record results in 2017 and as we heard today, the company has started 2018 in a similarly impressive fashion. We would be remiss not to thank Sika's world class management team and employees for their remarkable efforts.
Your success is a testament to the Sika spirit that has endured despite the distraction caused by Sangoban's hostile takeover bid for Control. We also want to voice our continued thanks, admiration and respect for the independent Board members for the resilience that they have shown throughout these past few years. Even though they have been denied their rightful compensation, they continue to set an outstanding example of good corporate governance. They have our full support. CECA's stellar financial and operational performance in the midst of a contentious battle for control have established that the independent Board members and management team are more than worthy of our collective support.
Given the Company's performance, persistence of the status quo is at odds with the interests of CICA, its employees, its public shareholders and also the interests of the Burkhard family. Once again, we appeal to the family accept an alternative to Sangovaz transaction and break the deadlock. In the absence of a resolution, however, we will continue to support CECO's management, independent Board members and employees in their resistance to the hostile takeover attempt. Consistent with that, we have proposed a shareholder resolution that further supports the Special Experts Committee by setting aside an additional CHF4 1,000,000 for a total of CHF5 1,000,000 to be held in escrow until the unlikely event of a change of control. This increase will help to ensure that the Committee can, if called upon, execute its shareholder directed mandate and will reduce the likelihood that the Committee could be starved of the resources it requires.
In addition, we are proposing that the Committee's mandate be extended by 1 year to 2022 to reflect the longer timeline resulting from the protracted takeover battle. We look to all shareholders to continue their support for these shareholder protective measures. Thank
you.
Thank you very much, Justin. Next speaker is Declan Carroll, collaborator from Sika Island. Mr. Chairman, independent board members, members of Sika's KL, bulk hard family members, the senior management of Sika and our Sika shareholders. Declan Carrel is my name, and I am General Manager of Sika Ireland, and also importantly, a shareholder of SEEKA AG.
I joined SEEKA in 1994 to set up a new SEEKA company in Ireland. I was fortunate to meet Rami and Francesca Burkhart during this setting up period. As they had visited Dublin to visit the Dublin horse show and support the Swiss national team, Romy was especially pleased to now have an operating company in Ireland. From day 1, I felt an important part of a family environment, and the Sika Spirit was very important to a part of our success for growth record in Ireland. The entrepreneurial spirit in Zika is endemic.
I believe it originated from the forward thinking and wisdom of Romy Borchardt, who will be remembered as one of the great Swiss industrialists. Every Seeker General Manager has the Burkhard family. We hereby appeal to the Burkhard family, hers and your siblings, please reconsider your position. We have now been involved in one of the longest takeover battles in European history. And during this time, we've been able to achieve really incredible results.
This has been achieved by the hard work and dedicated commitment of every single Zika employee. We have clearly showed that we continue to successfully grow this business to the benefit of all our shareholders. So we say yours, please allow our management and employees to continue this business in the great tradition of your family, and the memory of Romy Burkhard, of which we are still very, very proud. We believe that Zika must stay an independent Swiss owned company, and we believe in 1 share, 1 vote. This will allow us the freedom to capitalize on our great entrepreneurial spirit and allow us to reach even further growth records in the years ahead.
Thank you. Thank you, Stefan. We have next speaker, B. Claesen from Sika Belgium.
Dear Chairman, dear shareholders, dear Burkhard family, again, or still, if you prefer, I stand before you. And it may very well be 3 years ago that I addressed you from this very spot. It feels like nothing has really changed. My name is Bea Claassen, and I spoke at the 2015 General Assembly on behalf of the employees of Sika Belgium and probably on behalf of my 18,000 Sika colleagues, I dare say. If I mention that nothing has really changed, I have to admit that is not entirely true.
Allow me to explain myself. What has changed, what hasn't changed is the fact that we are still concerned because we feel the apprehensions we vented 3 years ago remain unheard. Summarized, this is what the list looked like and still looks like. We still fear for our jobs. We still experience a lack of trust and respect.
And we still can't understand why a proud family owning a business can deny its roots that way. What has changed though since the 2015 General Assembly is our level of confidence, Contrary to all of us feeling worried, fearful, and even angry at that time, I can assure you that we do feel different today because we, in the given circumstances, achieved incredible results. We have all seen the figures to back this up. And you could argue that as Sika employees, we can say whatever we like about our results. But the ultimate proof is, of course, in the current share price.
And yes, we all feel we have contributed to those results, however small our role may be. So I can only wonder what our performance would have been like if this hostile takeover scenario wouldn't have been hanging over our heads. In short, we all think it had taken long enough. A solution for all parties would be welcomed very, very warmly, and it seems that the circumstances are favorable today. So at the risk of repeating myself, we think we have behaved very professionally.
We would simply like to ask you to do the very same. That way, everyone's a winner.
Thank you very much, Pete, for making this long journey. And we have next speaker, Roland Apgosbon from Sika Switzerland.
I was here before, and I'm here again. I would like to welcome everybody present here to the Annual General Meeting. My name is Ronald A. Gutschbourn. I'm a technical consultant at Sika Switzerland, and I've been there for 29 years.
Boca family, I invite you to join me for a week and travel through Switzerland to the different sites. It's not going to be a holiday week. Join me in my work in the biggest the greatest canton we have, which is Switzerland. You can see firsthand what our customers think of you. You will feel what our customers think of your ideas, nothing at all.
Our clients buy excellent products from a Swiss role model. They receive excellent consulting services from us. They get their products in the right quality at the right point in time and in the right place. This is Swiss precision, and it's not French envera mentality. Our clients don't want to be controlled by a French company.
They want to be able to rely on Swiss precision, Swiss reliability. And this is not just my view. It's the view of 18,000 seek our colleagues. You're on the best way to destroy a Swiss role model, which you inherited. Do go back to common sense, apply common sense.
Think of your parents, talk to your children and stop this nonsense. You can be proud, but do your homework. Do talk amongst you among the siblings, but just within the family. And don't rely on anybody telling you what to do from outside. There are excellent solutions up for grabs for you, and everybody will come out to the other end a winner.
Around the world, we are proud of 1st class products. We are innovative, close to the market and reliable. Our model of success is there to stay. We are now part of the SMI. Take a look at the share price in December 2014 and compare it to April 2018.
Sell your shares to us. Sell your shares to the real heirs of CECO. At the end of 2018, you have this opportunity to do just that. You can become heroes if you want to. But if you remain stubborn, there's a big risk that a successful Swiss company will get lost.
I quote Mr. Deshallander, who said, Sika is a pearl. Money, well, money won't be available for a long term. We are fighters, and we will fight long and hard.
Thank you, Mr. Apgoth Spohn, for those clear statements. The next person on the list is Hans Urs Lee Vogt, the SWH Legal Adviser. Dear shareholders, it's regrettable. And it fills me with concern that in parallel to Sika's success story, there is a legal dispute being carried out at the courts of law in this country.
The Cantonal Court ruled that the articles of association of Zika ought to be interpreted differently from what they were meant to be. In the articles, it says that the Board of Directors can deny someone as a shareholder if that shareholder exceeds the limit of 5%. The family of Bullcard introduced this limit
for the understandable reasons that they didn't
want to have a with the Burkhart family as a major shareholder, but the idea wasn't for the family not to be able to sell their holding. That's not the idea the Boca family had nor the Board of Directors at the time nor the shareholders at the time. You do not set up a wall to protect your business in order to then be the prisoner of your own wall. That's precisely what the Cantonal Court did. It reinterpreted the articles and it's worrying if written agreements suddenly means something different from what they were meant to be.
The Cantonal Court secondly ruled that it would be better if a business that benefited from an anchor shareholder for decades was now turning into a listed company and exposed to activist investors and foreign state owned businesses. Yes, that's what the ruling means because it prevents some other stable anchor shareholder to take the place of the Bulldog family. And it paves the way for the Board of Directors to take on the package of Schenker Winkler Holding because most of that package would go to the stock exchange, which would then mean that the stock markets would be in control. So it would be completely out of control who would be steering this business in future. Dear shareholders, we are aware that major businesses with an anchor shareholder do better in the long run.
The model of a business with a major shareholder is the model of quite a few pearls in Swiss business ranging from Schindler to Ems through Panopine and Kuehne and Nagel Partners Group, Stadler Rail, Swatch and Metalsug or Autonium, Polydam, EMI and Mobil Pfister. So, this is the model that will be destroyed when directors can obstruct transfer of control from 1 anchor shareholder to another one. And it's worrying, I'll repeat it, if our law presses us to be exposed to of the stability of a main shareholder. I hope that the Court of Appeals and the Supreme Court will hear these concerns. Courts are meant to protect property and to demand that agreements be complied with and provide stability to our businesses.
And I think it would be worrying if courts did something else. Thank you very much. Thank you very much for your statement, Mr. Fogg. Two things on the anchor shareholder.
It makes a big difference as to whether an anchor shareholder shares the same interest as the company or is a strategic shareholder with other interests, different interests, then an anchor shareholder would work in the latter case. And as far as your legal statements are concerned, let me say that the we care about court rulings and not so much about what you said and I have full trust in the courts taking the right decisions. Moving on to the next person who signed up, Mr. Christopher Buff of J. Stone.
Mr. Hauck, the members of the Board of Directors and the group management, employees, shareholders. We are a private asset manager. We manage assets with for long term investors. For more than 15 years, I've been invested in Sika.
The share price was CHF800 at the time. This time, it was at CHF8,000. Sika is a globally leading business even after such a long time and such a strong performance at the share price is only the beginning of its value creation. And how strong and powerful value creation will be is shown by the current share price, which is beyond the share price that Saint Gobain wanted to pay. Saint Gobain is not known for value creation, but they were right on that one.
We are meeting for the 5th time now, eclipsed by the attempted takeover by Saint Gobain. And I would like to thank the Board of Directors' Mr. Hauck and his colleagues explicitly for being so persistent and courageous in defending Sika and its employees and shareholders. Without your persistence, we wouldn't be here today. Without your persistence, we wouldn't be here today.
Sika wouldn't be independent and value creation that we've all experienced would only have benefited Saint Gobain. Mr. Hel, you and your colleagues are role models and example for corporate governance in Switzerland. We explicitly support you and will go along with your motions, in particular regarding discharge and compensation for your activities. We would also like to thank the group management headed by Paul Schuler today and the employees of Sika for their performance.
And finally, we would like to thank Cascade, the Bill and Melinda Gates Foundation Trust and the other shareholders who, through their commitment, are supporting the Board of Directors and the Group Management and thus are supporting and defending the interests of all of us. We're confident that the ruling of the councilor court will be confirmed. So things remain insecure, but we will see that the Sheinko Vinkla Holding will retain the shares at the end or Saint Gobain will buy them. But at any rate, we are convinced that Saint Gobain will not control Zika at the end of the day and that it will not transfer value creation from all shareholders to itself. The Board of Directors will see to that, and the Special Experts Committee will also see to that.
We have decided to set it up by majority decision. It's a great support for us. A solution is in the interest of all of us. We appeal to the no matter who is going to hold the shares at the end of the day, please approve the conversion to 1 share, one vote principle, talk to the Board of Directors about a premium. Should it be feasible and reasonable, we would go along with such a solution and support it.
But 1st and foremost, keep an eye on SEEKA's long term interest, the long term interest of all of us, of all employees and make it possible for SEEKA to be continue to be successful the next 10, 50, and 108 years. Thank you very much indeed. Thank you, Mr. Rosberg, for your support. The next person on the list is Mrs.
Volker Eulen from Germany, a representative of the Employees Association. I think you've been here before, haven't you? Ladies and gentlemen, members of the Board of Directors, dear shareholders, colleagues, colleagues from around the world of SECO. It's an honor for me to be here for the 3rd time to have been given the opportunity to represent the employees of CECO Automotive based in Hamburg and send their regards. Since 2014, the Hamburg employees have been have sided with the Board of Directors and the group management in their efforts to defend Sika's independence and to ward off a takeover from Saint Gobain.
And again, we've traveled here to explicitly express our support. We represent all the senior junior colleagues and all the production units, warehouse and so on. We all want to show solidarity to the Board of Directors and Group Management. SEEK promotes its employees, invests in our future, but also demands challenge, demands performance. We've had double digit growth rates for a number of years.
And it is only natural that, of course, there are arguments between employees, representatives and management, but we've always found ways and means to equally weigh the interests of management and labor. This is possible only if proper appreciation is given to employees and to find customized solutions in our business. In recent years, both of which has had a major share in our success story, we surpassed our objectives on multiple occasions and contributed to the success of Sika. Sika AG has always given the possibility of taking independent decisions and to go our Hamburg way. This is possible only as the group management is giving us the freedom we need to have.
But there is clear and flat structures. We've experienced it with Mr. Jaenisch for a number of years, but also with Mr. Schuler now. And we appreciate continuity in business management that Mr.
Schuler stands for. He's always available and our managers are always available. This is not standard practice in corporations of our size with operations in more than 200 countries and employees more than 18,000 employees. So if managers deal in person with employees association, then that is extraordinary and shows appreciation, expresses the appreciation showed to employees. The Hamburg employees wish that this way of dealing with each other or this sacred spirit, in other words, will be retained in the years to come.
So we wish all the best to the Board of Directors around Mr. Heldown, the group management around Mr. Schuler, so that in the years to come, we will be able to carry similar T shirts as the one I'm wearing now. Thank you very much, Mrs. Oylen.
Next on the list, Mr. Mark Possa from VB Asset Management. Mr. Possa? Doesn't seem to be here.
So let's move on to the next person, Mr. Max Enderle. Ladies and gentlemen, Mr. Chairman, Board of Directors, members of the Board of Directors, and 1st and foremost, dear employees of Sika, it doesn't go without saying that the Board of Directors has such excellent relations with employees and is battling with passion to defend this company. I can tell you, I know quite a few Sika employees.
I am a simple person from a rural area. I bought a Sika share and I'm a former son of a farmer. I can tell you, passion and pleasure is like in the persons managing Sika, then this such a company has to remain independent. And I thank all the members of the Board of Directors and the management to fight this battle. And I hope they won't give up.
I do appreciate Mr. Vogt in general, but here, he's off track. Shareholders, like the members of the Burkart family, do not only have rights, they also have duties and obligations. And these obligations are to the Board of Directors, to the employees and to the entire business to make sure that the business can be upheld in an independent form, which is simply better and more flexible. So, you do not go about selling it through the back door.
That's not what you do. It's as if you sold your own blood, your own soul. Having inherited from your ancestors from the Burkhad family, You extract the heart of it. And I don't know. All of us are only here in this world for a limited period of time.
All of us are going to die one day. And I can tell you, I have participated in quite a few funerals and I haven't seen anyone taking anything along to the other world. So let me call upon the entire Burkhab family to try and find a solution with Sika so that on their deathbed, they can be relaxed and say, well, Seeker is still there. And I'm pleased with this business. It's well managed, run by good employees and by a Board of Directors who see to the good fate of this business.
So let me appeal to the family again. Try and search for a solution. Thank you very much. Thank you, Mr. Endelie, for these clear statements.
So let's move on to Mr. Werner Schrecht from Sika Germany, the next person on the list.
Well, hello, everybody. I'm still very moved from the previous speech. My name is Werner Swert, Sika Senior Manager. And in that position, responsible for the business area Sika Handelbau in Germany, Trade and Construction. Once again, thanks for being able to be here today and speak to you.
And I'll just continue where I left off 2 years ago. I concluded with a quote from Antoine de Saint Exupery from The Little Prince, which is the following: It is only with the heart that one can see rightly. What is essential is invisible to the eye. And I quoted this in the conviction that you, the family bouquets, that you will maybe reconsider your position regarding Saint Gobain and undo it. But unfortunately, you didn't make the right decision for your employees.
It's also a pity that this fantastic performance by Sika, your company, is not something you will even be able to emotionally enjoy right now. Nonetheless, of course, you can benefit from it financially, but you usually would also want to be able to enjoy it, sometimes at least. All the more amazing how all 17,000 and more employees, our Board, our CEO and group management have just been unwavering in their support of Sika and have been going from strength to strength during the past years and always in the hope and conviction that the family bouquets would see the light. The development at Saint Gobain during the last year, I can put it briefly, is by successful. It looks a bit more like stagnation and doesn't seem to be characterized by a lot of imagination.
This is why I would like to appeal to you once again, dear family, Burkhart. Come back on your decision and act for the good of your employees, of the Sika and ultimately for yourselves and allow Sika to continue its existence as an independent Swiss company. We will more than repay it to you as we have already shown in the last years. It's not too late yet. And finally, I'd like to finish with a metaphor.
It's a wisdom from the Dakota Indians. And it says, when you discover you are riding a dead horse, the best thing to do is to dismount. Thank you very much, Mr. Schmidt. Next speaker, Ian Richards from Threadneedle.
Good afternoon, everyone. For those of you who don't know me, I'm Ian Richards from Columbia Threadneedle. We're a long term shareholder of this business, 18 plus years. We've been here at all the recent AGMs. We have every intention of being here at all the future independent AGMs of Seeker AG for a long time to come.
We've been very clear about our views about this transaction, the lack of merits, the damage that Sanger Bank could create, the lack of logic for it. We've been very clear about our support for the board, our willingness and commitment to play our parts in facilitating an alternative transaction that ensures the long term future of this business. None of that has changed. Our commitment remains as strong today as it was at the outset, and it will remain that way as long as it needs to be and as long as we have to stand here and make it clear. There are a number of resolutions at this meeting.
If you look into your hearts, you know which ones are intended to disrupt this business. They're intended to destabilize it. And you know which ones are intended to support it and protect it. And I ask you all to vote with that in mind in support of this business. During the course of this very disruptive period, one thing has been very apparent to us as shareholders, the magic that you can see summarized in the highlights from 2017, the consistent performance, the execution, the repeat of that in every country, in every region, the magic that delivers that, the future that offers all of us in this business into the future is incredible.
As shareholders, we've been astounded through this period of uncertainty, the words that we used earlier, fear, anger, the disruption to have seen employees put their back into this business, to work, to stand behind the business for us as outside shareholders is truly extraordinary. I am so proud to be associated with this business, that we are shareholders and that we are there for you, the employees, all the employees at every level, at every region, in every country, in every line of business, that we stand behind you, we will be there for you, and we have every confidence in you. What you have done for us is exceptional, extraordinary. And with that in mind, with this being the 50th anniversary AGM, in recognition of that incredible effort by all of the employees, I have a dedication and presentation to make to all of you who are employees, those of you who are here and those elsewhere. So Mr.
Schuler, if I could ask you as the most senior employee to join me here for a moment. To all Seeker employees everywhere in the world, let me read our dedication to you. For the 50th AGM, this Board is dedicated to Seeker AGM employees with our deepest respect from Columbia Threadneedle Investments.
Thank you. Well, I'm and thanks a lot. I think it's amazing surprise, and I'm sure all our employees I hope you get it, it's not just 18,000 or 20,000 now. So thank you.
Why don't
you give him a standing ovation, all the employees here for Trade Need was a strong support over the last year, and we really appreciate that. But if I'm here, I would like to thank also all other strong supporters, our friends over here from Cascade, everyone, Natuly Rauch, to then Aksenel here
All shareholders present here who have continued to support us throughout the years. I hope you bought a lot of shares 5, 6 years ago. I hope you made some nice dividends with it. And I would recommend that you continue to invest and invest more because with our major success story that we're going through right now and the growth that we are foreseeing for the future. And I am confident that we will find a good solution.
So continue to invest, please. And thank you very, very much for that fantastic gift. Thank you, Paul.
And Ian? Thank you, Paul. And Ian? Thank you, Paul. And Ian?
Very much
appreciated. We go to the
I just hope that cup was meant to be filled with champagne or something in the future so we could enjoy it when we celebrate our victory. So most of you know who I am, Charles Kidd. First, I'd like to thank Mr. Chairman, the independent board members who have shown such resilience and determination in supporting Sika through this time, to the members of the KL who are all here, to the Burkhart family, Urs, to the Sika senior members and our Sika shareholders. As I mentioned, I'm Charles Kidd, I'm 35 years in this tremendous company.
I am now the General Manager of Cica Japan. I'm not from Japan. But that's one of the more interesting elements of this company, the diversity and the way in which we gain our strength around the world. Now, we've heard from our Chairman and from our CEO over the past few months, the message of a win win scenario, win win win scenario. And this is to a very complex issue.
We're in the middle of this hostile takeover, temp by Saint Gobain. And for Sika, it is understood very clearly our win scenario, our win scenario will always be 1 share, 1 vote. And this is for all the right reasons. We want to protect our shareholders. We want to Sika employees that was so emotionally mentioned by a previous speaker.
And we want to ensure most consistently that CICA remains a strong Swiss company going into the future. And there are, however, those who have questioned over the past 3 years or more than cast doubts on CICA's performance. They have articulated this doubt by asking this very simple question. Would CICA have performed as well as it has over the past 4 years if it weren't for the Saint Gobain issue? It is a compelling question.
I'm asked it by my employees, I'm asked it by many different people. And my answer is consistent, and I think it's representative of most of the CECA senior managers and all the employees of CECA. You know, we speak of our spirit of the CECA senior managers. We talk about it, 19,000 to 20,000 employees. And the commitment of our KL and the independent board members would never have faltered with or without the Sango Bay issue.
What needs to be understood when Sika employees are year upon year shrouded in this cloud of uncertainty brought on by Saint Gobain. We undoubtedly are always questioning ourselves at the end of each year. Is it enough? Have we done enough? Is it enough to keep our shareholders backing us?
Is to ensure support of our independent Board members to keep CICA a Swiss company. Is it enough? We're constantly wondering, is it enough? How much more can we do? But we continue to outperform our market, our competitors and add greater value to our shareholders.
So the real question, which begs to be answered, is what if? What if we were able to once again unleash that entrepreneurial spirit rather than being clouded in doubt? Is it enough? Always questioning, is it enough? The entrepreneurs in all of us would have said, it's never enough.
Let's keep growing. That's what we would have said. It's never enough. In my mind, and I think I can speak for all employees of Sika, you most certainly would have seen perhaps even stronger performance by CICA without this burden of staving off the cloud of uncertainty presented by Stangoban. You have to understand, our 5 year strategies were never structured around a potential hostile takeover attempt, only upon the potential to grow and be profitable.
Nobody puts together a strategy saying, well, what if we have a hostile takeover attempt? We would have done this with or without. So a win win scenario sounds pretty good for all parties. And on behalf of the Sika senior managers and all employees of Sika, we would encourage all parties to take the necessary actions to end this long running conflict and walk away with dignity and grace. For the management and employees of CICA, and I think, although you may not have stood up, but I'd just like to ask all employees just to stand up where you are.
Just to please stand up, all employees of SECA. And my voice is simply to say from all of us, to the Burkhart family, one share, one vote. Wouldn't it be liberating moment, one watch as we unleash our full potential and entrepreneurial spirit upon our marketplace. Where we could go is to the moon. So it's never enough.
Let's keep growing and keep Sika a Swiss company. Thank you.
Thank you, Charles.
We have no further speakers at this moment. So we will now proceed to the statutory part of the of today's meeting. Before we do that, however, allow me a few remarks on the voting procedure at this meeting. As you've seen, we are using an electronic voting system for votes. It's being supplied by the company Computersher Schweitz AG.
So you
received a device when you came in. This device has a new touchscreen, and it will automatically dim after 3 minutes. And another 2 minutes, it will automatically turn off if you don't use it. As soon as a new vote is coming, the devices are automatically turned on. And you can always turn it on yourself by touching the touchscreen or pressing the red button on the side.
So you can reactivate the device. Under the symbol or rather the icon for speech or language, sorry. You can choose the language of your choice. And under the icon, my vote, you can see what your vote was on each individual vote. And on the info, you can check all the shareholder information on you and see how many votes you're representing.
And every time you touch the touchscreen, there will be a confirmation by vibration. So this much for the instructions. And before we proceed to roads, I will briefly explain how to proceed. It's simple. As soon as I have explained any item to be voted on and any contributions have been made, I will officially open voting.
And in this moment, your devices will automatically switch to voting mode, and you will have 10 seconds' time to cast your vote. During this voting time that is displayed on the screen, you will new have 3 colored surfaces instead of buttons as previously at the bottom of the screen. Green for yes, red for no and yellow for abstention. Once you have made your choice, the telephoto will vibrate, and there will be a mark on the chosen option. And the other ones will be dimmed.
If you made a mistake, you can still correct your votes during voting time by pressing the correct surface again. But as soon as the customary 10 seconds have expired, correction is no longer possible. And soon after that, the outcome, the results of the vote will be shown on the screen from the stage. So in order to check if your device is ready for use, I would now ask you to touch the touchscreen or press the red button on the side and activate your device by doing so. So you should now see the display light up.
If that is not the case, please go back to the entrance and exchange your device for a different one. In the events unexpected event that your voting system should have a malfunction, we will have an open vote or written vote. In the case of written vote, we would ask you to use the voting coupons that you were given. If you notice during voting that there is a malfunction of your device or you have problems with operating it, please also, in this case, go to the entrance and ask for help. Should you want to leave this meeting during the event, I will ask you to take along your device with you and any voting material.
Anybody voting against a motion would have the possibility to have this included in the record. So if you wish to do so, upon the closing of this event, we would ask you to hand in your voting device and give your name to the voting registers. Any shareholder can also ask for their declarations to be included in the minutes. And the exact voting results will be recorded in the minutes of this meeting and finally published. So we will now check if the devices are functioning properly with a test question.
My test question is, did you know that Canton Zoo is divided into 11 municipalities? So you will have 10 seconds to vote on this with yes, green, red, no or abstention, yellow, by pressing the corresponding area. So please take your device. And I now open the votes. Please cast your vote now.
So the display will continue to show your votes until all votes have been counted. And in a few moments, we will see the results. So here are the results. 15.36 percent knew that the Canton of Zug is divided into 11 municipalities. Strong geographic knowledge present here today, I can see.
And if you found that there is a malfunction in your device or you're still not quite sure how to use it, please, again, go back to the entrance and have somebody explain it to you or exchange your device. So any shareholders wishing to make a contribution to one of the agenda items, they'll be invited to do so on the lectern before each respective vote. And any questions will be addressed then. And if you wish to say something on one topic or item, please register with the speaker's desk stating your name and address and also, if necessary, the company you're representing. You already had the possibility to do so since the opening of this meeting.
I would also like to ask you to keep your contributions brief and avoid redundancies. And in the interest of a of the time schedule of this meeting, as already mentioned, speaking time has been limited to 3 minutes. And I would again ask you to really only speak on the topic at hand. And now we will come to the warm or the rather the presence at this meeting. So you see here the number of shareholders' presence and shares represented, also represented by the independent proxy.
So we have 4 63 shareholders at this meeting present today. And the total of represented votes is 3,424,600 and and 69. And the total capital represented is 889, 226,000 889,200 and 26.40. These figures will be checked again before each vote to be to keep track of any people leaving or coming to joining the meeting during voting and also to take into account possible limitations on voting rights. And of course, it has to be an absolute majority of shareholders represented to in order to win a vote.
Unless the articles of association or the law state otherwise. It remains reserved or reserved are the votes on appointing the auditors and the votes on the confirmation of appointing Jurgre Boni as special expert. A shareholder requests for extension of the time period of the appointment of the expert and also 2 other agenda items where the votes in accordance with Article 693 of the Code of Obligations will be corresponding with the nominal value of the shares. And I have already informed you about the limitation of voting rights of shares held by SWH regarding certain agenda items.
Here we have the list of items on our agenda projected on screen. You received the same agenda items with your invitation. I am, therefore, not going to read out the individual points on the agenda. And we'll start with item 1, approval of the annual financial statements and consolidated financial statements 2017. On the 23rd February 2018, we held a media conference to inform in detail about the 2017 business year for SECO.
You can find more details on the annual financial statements and the consolidated financial statements in our business report, which I would like to refer you to. Before we proceed to the vote on the approval of the annual financial statements and the consolidated financial statements, we will hear from our Chief Executive Officer, Paul Schuler. He will talk about the way the Sika business has developed and will develop. Paul, you have the floor. Shareholders, colleagues, ladies and gentlemen, the 2017 business year was a very gratifying one for Sika.
For the first time, we were able to exceed the threshold of 6 €1,000,000,000 in terms of sales, €6,248,300,000, which is equivalent to sales growth of 9%. Our EBIT grew by 12.7 percent to reach CHF 896,300,000. Cash flow, under pressure a little bit from acquisition, was recovered, but net profit was up plus 14.5%. We invested in new countries, 3 new countries, 3 new factories in 3 new countries, 9 new factories and 7 acquisitions. We also looked at strategy for 2018, reviewed it with the Board and adapted our objective with regard to operational EBIT and go up to 14% to 16% as a margin of as a margin for our target.
So that's a very gratifying result. There's growth everywhere in all the regions. Latin America was 3 0.3% in terms of growth, is slightly sluggish. Brazil was a bit of a problem, but we also had excellent results from Argentina and Mexico. Asia Pacific grew by 5.2%.
Particularly New Zealand was very strong. Southeast Asia, here we saw excellent results. And it's also very gratifying to see the results for Europe, plus 7.5%, which is mainly attributable to Eastern Europe, the Middle East and Africa, markets we have built up over the past few years. So very, very positive growth in the most important market to the tune of CHF 2,800,000,000. North America was very positive as well.
We're just under 20% in terms of growth. That's a very strong performance. For the first time, North America has generated more than USD 1,000,000,000 worth of returns, worth of revenues. Plus 18.4 percent is an exceptional result. Let's talk about the type of investments we've made.
Every investment is a promise for the future. It requires funds. It requires efforts, time and money. And we're very pleased to announce more new factories. We focused on emerging market in particular.
We have the 5th factory now in Mexico. We have a new production facility in Kazakhstan. We also opened 1 in Tanzania, the 5th factory in Russia. Then we have Angola, Cameroon. And you can see many of these factories being opened in emerging markets because that's where we expect a very dynamic future over the next 10 to 15 years.
We opened through 3 new companies: Senegal, El Salvador and Bangladesh. Here, we expect a great future, great countries here, Bangladesh, El Salvador. And we're very confident that over the next few years, we will see very positive growth and EBIT figures. So Sika has reached 100 companies, country companies. I'm sure you know all the flags by heart.
I'm not going to walk you through all of them, but 100 is a proud figure. Number 100 was Honduras in 2017. This shows very clearly that growth in terms of countries will no longer be top priority because it's there aren't that many countries where it is worthwhile to have our own company. We will also look at countries and neighboring countries. And if we feel the time is right, we will open country number 104105.
Let's take a look at the 1st 3 months for 2018. Very positive again, very good start to the year. We had some problems. You have bear in mind that the Easter holiday break was in the Q1, so we weren't able to deliver 2 or 3 days. Despite this challenge, we posted sales growth of 11% in local currencies, reaching CHF 1,500,000,000.
This was a very strong start to 2018, and I'm sure it's going to continue. I already mentioned the new site in Honduras, the new factory in Vietnam and an acquisition index in Italy. That's a great company with revenues of 105,000,000
euros
very strong as far as proofing, waterproofing is concerned. It's a company which helps us in Italy to strengthen our Sika business. And together, we'll reach revenues of €210,000,000 As far as our strategic objectives are concerned, they remain unchanged for 2020. The momentum is there to stay, ladies and gentlemen. Here, we have taken the Americas together for the figures for 2018.
We look at North and South America as one region in order to be able to pool efficiency and expertise and exchange experiences and expertise more quickly. I think this will help both sides to grow. Currently, we'll be looking at 12.2%. That's a very successful figure. Also very successful in terms of EMEA, plus 10.2%.
The acquisition, of course, played into our hands, but still, we're proud of organic growth and very, very positive figures. Asia Pacific, plus 3.9% and generally a very strong performance in all countries, and it very much depends on the deliveries. Our global business is a new unit which brings together Automotive, then the Faiz acquisition, plus the Axon business, which we bought a few years back. We bring all of these divisions together. This business is truly international, and there's no point in allocating business units to the different regions.
It makes more sense to handle it as a single unit. Very positive development there, plus 20.9%, supported strongly by the Faist acquisition. Ladies and gentlemen, we are convinced that 2018 will be yet another record year. Things are looking up. We have a very strong team, great people, everybody working in a highly dedicated fashion.
And it's our objective to crack the €7,000,000,000 for 2018, which means we've got to grow in excess of 10%. Right, colleagues? Is that where we're going? Good. Yes, they are all confident that we'll get there.
So we're going to reach this target. We're going to overcome the €7,000,000,000 threshold. We have to come to terms with volatile and rising raw materials prices, which remain a challenge. We believe we can obtain profit growth above proportion, and we expect an overall result for 2018, which is excellent. Thank you very much for your kind attention, and I'd like to give it back to our Chairman.
Thank you very much, Paul, for your presentation and congratulations on an excellent start to 2018. On behalf of the Board of Directors, I would like to express my gratitude to the executive management and everyone at Zika. I think we agree that in the 2017 business year, the Sika team has produced an excellent result and indeed can be proud of this record. And I think it deserves another round of applause. The annual financial statements and consolidated financial statements were audited by our auditors, Ernst and Young.
You can find their reports on the annual financial statements and the consolidated financial statements on Pages 139 to 141, 157,000,000 to 100 and 57,000,000 to 158,000,000 in the annual report. Ernst and Young recommends to shareholders to approve the annual financial statements and the consolidated financial statements. I'd like to express my gratitude to our auditors for the work they have done. On the basis of the report of the statutory auditors, the Board of Directors proposes unanimously that the annual financial statements and the consolidated financial statements for the year 2017 be approved. I'd like to open the discussion.
Who would like to take the floor on this item on our agenda? Nobody has asked for the floor, so we proceed to the vote right away. Can I ask you to take your televoter? If you'd like to support the Board's motion, please press the green button for yes. If you would like to reject the Board's proposal, please press the red button for no.
And if you would like to abstain from voting, please press the yellow button. Voting time is up. You have approved the annual financial statements and the consolidated financial statements, ladies and gentlemen. Both the annual financial statements and the consolidated financial statements for 2017 have been approved, which brings us on to item 2, appropriation of retained earnings of Sika AG. The Annual General Meeting can appropriate CHF 3,340,000,000.
We propose a dividend payout of CHF 281,800,000 and an amount to be carried forward to new accounts to the tune of CHF 3 point 06,000,000,000. You can see the motion on the payment of a dividend behind me on screen. It was also printed in the invitation. And on Page 155 of our bank Afra, our annual report, Our auditors confirm that the proposed appropriation of retained earnings is in line with statutory and legal requirements. I will therefore not read out the motion by the board.
To approve this motion, we will have a gross dividend, which is 15.6% higher over the previous year and amounts to CHF 111 per bearer share and CHF 18.50 per registered share. Would anybody like to speak on this item? This does not seem to be the case. We therefore proceed to the vote. Please take your televoter and cast your vote.
If you'd like to support the Board's proposal, please press yes. If you'd like to reject the Board's proposal, please press no. And if you'd like to abstain from voting, please press the yellow button. Voting on Item 2 starts now.
The test? Was the test?
Oh, sorry. On your voting devices, the test question seems to be an item as well. That created some confusion. We are talking about item 2 on our official agenda. On your voting device, it's item 3.
But we're voting on the appropriation of retained earnings, item number 2 on our agenda. In the meantime, voting time is up. Right. We'll have to repeat the vote, ladies and gentlemen, on the appropriation of retained earnings. So again, we're going to vote on the dividend.
If you would like to support the vote's motion, please press green for yes, please press red for no And please press abstention if you'd like to abstain from voting. Voting on item 2, doesn't seem to be working. Okay. We have to check the system. Let's take a break, and we'll continue at 10 past 3.
I'm sorry about that, ladies and gentlemen. I'm sorry you can't leave the building, but you can take a few steps on the corridors, but you're not allowed to get out because of the voting devices.
Dear shareholders, please take your seats. We are very sorry for the brief break. We have identified the problem we've had. The problem only applies to the voting devices and only about the text. The reason is that the test trial question was recorded as item 1 in the text file, but not in the voting section.
So as far as the text is concerned, the agenda has been shifted, but this does not have an impact on the voting outcome. What applies is always the items shown on the screen, and I will always point out what we are voting on. So always cast your vote with reference to the item displayed on the screen and then everything will be recorded properly. So we're going to repeat the vote on item 2, which is the approval of the appropriation of retained earnings of Sika invitation and it was shown on the screen. It's about the gross dividend of CHF111 per registered share bearer share and CHF18.50 per registered share as being shown on the screen.
So, let's proceed to the vote on item 2, appropriation of the retained earnings of CEQA. Even if you will find a different text on your voting device, it's about item 2, the dividend proposal. If you wish to approve the Board of Directors' proposal, press green. If not, press red. Or if you wish to abstain, press the amber button.
Voting time is on. Voting time is up. You have approved the board's proposals very clearly so. Thank you very much indeed. This brings us on to item number 3, granting discharge to the managing bodies.
And beginning with item 3.1, granting discharge to the Board of Directors.
We are
going to vote in alphabetical order on all the members of the Board of Directors before we're going to proceed to the vote. Let me state that pursuant to Article 695, the Swiss Code of Obligations, anyone who's been involved in any way in business management will not be entitled to vote on this item, neither will persons be entitled to vote representing shares of persons who've been involved in the managing of the business. The Board of Directors points out that the outcome of the special audit approved at the AGM 2015 currently underway is are excluded from the vote from on discharge and the Board of Directors will inform the Annual General Meeting on the outcome of the special audit as soon as it has been completed. Is there anyone who's requesting the floor on this item? I've got Mark Possa from VB Asset Management AG on the list.
Mr. Chairman, dear members of the Board of Directors and the Group Management, esteemed shareholders. My name is Mark Posse. I'm from Utikorn Amsee near Zurich, and I represent the Sika shares of the Sara Select Fund. Out of deepest conviction, we've been invested and continue to be invested in SEEKA for more than 20 years, 22 years to be precise, for almost 3.5 years, we've now been involved in this inglorious takeover battle.
And apart from the lawyers and the communication consultants, there have only been losers along the way. It's about time to create a sustainable solution for the benefit of all stakeholders. The many long standing employees deserve no less. Where people interact, expectations arise, which, of course, always means a disappointment to some extent as nobody is perfect. But every human being has an opportunity every day to put an end to something and to embark on new avenues.
Physician, adventurous and balloonist Bertrand Picquart said it very appropriately when he used the following metaphor. In ballooning, you need to get rid of ballast if you want to ascend to go up further. If you don't do it, you remain grounded. And the same applies in daily life. If you want to ascend to unsuspected heights, you need to let go or you need to at least want to let go.
I think it's about time in the case of Senkiv, Inclaholi, Sangauba and Sika to let go and to put an end to the past. It takes some goodwill, a pinch of composure
and, of course,
no involvement of lawyers and the Burkhart family will have a unique opportunity
to
present themselves as constructive, responsible and independent players and go down in history as such. Take a leap of faith and show stature and far sightedness and you will gain a place in the hearts of everyone involved today and all those who don't understand what's happening here. Dear Burkhard family, heed your gut feeling and your intuition. Leave behind the past and, ascend to unsuspected heights. Thank you, Mr.
Possa. No one else is requesting the floor at this point. So let me move on to the vote. The vote first on discharge to be granted to Mr. Urs Burkhart under item 3.1.1 even if your voting device may be stating a different item currently.
The Board of Directors unanimously proposes to grant discharge to Mr. Urs Burkart with the proviso of the outcome of the special audit underway. If you wish to go along with the board's proposal for the discharge of granting discharge to Mr. Burkhard, press the yes button. If not, press the no button.
Or if you wish to abstain, press the amber button. Voting time is on now.
You have
granted discharge to Mr. Urs Burkart. Let's move on to the vote on granting discharge to Mr. Vrits Van Dijk. The Board of Directors proposes unanimously to grant discharge to Mr.
Vrits Van Dijk under the proviso of the outcome of the special audit underway. If you wish to go along with the Board's proposal, press the Yes
button.
Anyone requesting the floor? Just very briefly, on for the purpose of the minutes, on behalf of Schenker Vinkla Holding, I herewith announce that this company has cast its votes on Mr. Urs Burkart without the proviso of the special audit and the same applies to votes cast later by this company on this charge to be granted to Mr. Lymer and Mr. Tingren.
And I would like to ask you to put this statement down in the minutes. Thank you very much. This is no news to us. We'll keep it in the minutes. And yet, we are going to now proceed with the vote on discharge to be granted to Mr.
Vrits Van Dijk. If you wish to go along with the board's proposal, please press yes. If not, press no or press the amber button for abstention. Voting time is on. You have granted discharge.
You have not granted discharge to Mr. Ritz van Dijk. We're moving on to voting on discharge to be granted to myself. The Board of Directors by majority proposes to grant discharge to myself with the provisor of the outcome of the special audit underway. If you wish to go along with the board's proposal, press green for yes.
If not, press either red or amber. And the voting time is on now. Granted to Mr. Willi Lima. The Board of Directors unanimously proposes to grant discharge to Mr.
Willi Lima with the proviso of the outcome of the outcome of the special audit underway. We have heard what the speakers said before. If you wish to go along with the board's proposal, please press the green button for yes. If not, press red for no or amber for abstention. Voting time is on.
We're going to vote on discharge to be granted to Monica Ribaugh. The Board of Directors by majority proposes to grant discharge to Mrs. Monica Ribaugh with the proviso of the outcome of the special audit underway. If you wish to go along with the Board's proposal, press green for yes. If not, press red for no or amber for abstention.
Voting time is on now. Yeah. I hear with note that you have not granted discharge to Molica Reba. Moving on to discharge to be granted to Daniel Sauter. The Board of Directors by majority proposes to grant discharge to Daniel Sauter with the proviso of the outcome of the special audit underway.
If you wish to go along with the Board's proposal, press screen for yes. If not, press red for no or amber for abstention. Voting time is on now. Moving on to the vote on granting discharge to Mr. Ulrik Souter.
The Board of Directors by majority proposes to grant discharge to Mr. Ulrich Suter with the proviso of the outcome of the current special audit. If you wish to go along with the Board's proposal, press green for yes. I hear with note that you have refused to grant discharge to Mr. Ulrich Suter.
Next is the vote on granting discharge to Mr. Jurgen Tyngren. The Board of Directors unanimously proposes to grant discharge to Jurgen Tyngren with the provides the outcome of the special audit currently underway. If you wish to go along with the Board's proposal, press green for yes. If not, press red for no or amber for abstaining.
Voting time
is on.
I herewith declare that you have granted discharge to Mr. Jurgen Tinggren. And finally, let's move to the vote on granting discharge Christophe Tobler. The Board of Directors by majority proposes to grant discharge to Christophe Tobler with the provisor of the outcome of the current special audit. If you wish to go along with the Board's proposal, press green for yes.
If not, press red for no or amber for abstaining. Voting time is on now. I declare that you have refused discharge to Ms. Christophe Tobler. So this was Item 3, granting discharge to the Board of Directors.
Next is 3.2, granting discharge to the group management. We're going to vote collectively. The Board of Directors proposes unanimously to grant discharge to the group management under the proviso of the outcome of the current special audit. And I would like to note again that pursuant to Article 695 of the Code of Obligations, all persons who've been involved in the management of the business in any way are excluded, are not entitled to vote on this item, neither are persons entitled to vote representing shares of persons who've been involved in the management of business. The Board of Directors again points out that the results of the special audit approved at the AGM 2015 and still being carried out are excluded from this discharge item.
Anyone requesting the floor on this item? Nobody has signed up. So let's move on to the vote. Just to remind you, this is about discharge to be granted to the group management. No matter what it says on your voting device.
If you wish to go along with the Board's proposal for granting discharge to the members of the group management, Press yes, green for yes. If not, press red for no or amber for abstaining. Voting time is on now. I declare that you have granted discharge to the group management, and I would like to thank you for your trust. This brings us on to item 4, elections.
Beginning with item 4.1, reelection of the Board of Directors.
As already provided by our articles association, We are proposing all of our present members of the Board of Directors for a reelection term of office for 1 year. That means until the conclusion of the following AGM. All present members of the Board of Directors are standing for reelection and are supported by a majority of the Board. Due to the opposition of Schenker Vinkla Holding against the 6 Independent Board members, Monica Riba, Daniel Sauter, Fritz van Dijk, Ole Re Suto, Christoph Tobler and myself, The aforementioned members have the intention and only wish to accept their reelection only in case of a unanimous reelection and reaffirmation of myself as Chairman of the Board. We are also following the previous rulings by the courts in this matter already in the provisional measures procedures of the high court in Zug, it was stated that the status quo in the management of Sika is to be maintained and that this is all according to legislation, was also confirmed by the Cantonal Court in its ruling from 27th October 2016.
The attempt of Schenker Vinkler holding to staff the Board of Directors with members more to its liking was seen as an unacceptable circumvention of the restriction of transferability by the courts. For that reason, all independent board members will only accept their reelection following the agenda item 4.3, collection of the Chairman. So does anybody wish to speak here? Yes, we have a speaker. Mr.
Chairman, We need to be able to expect from our Board members that they're not only competent but also show some strategic thinking, are able to properly assess a situation, serve as a role model and also have a high level of integrity. And therefore are doing everything that's necessary to maintain the good reputation of a company. Looking at the Board of Directors at Zika, at least 2 of the existing members raise legitimate concerns if these conditions are indeed fulfilled. First of all, Mr. Daniel Sauter, it's well known that people with a rather meager CV always try to make it look a bit better or even make false claims.
And they often use very fashionable buzzwords, often English ones, thinking that they can fool the reader. On the online portal inside Paradeplatz in 2017, we could read that from 1981 to 'eighty five, Mr. Sauter apparently visited or went to the Swiss Banking School and made a degree in Swiss Banking. What the truth is, is however, that this aforementioned Swiss Banking School was only founded in 1987 and actually only started giving courses in 1988. So it's Mr.
Sauter's secret how in 1985 he was able to finish the study that he claims. And on the website of Swiss Banking School, we don't find any designation of Swiss Banking Specialist as a training. There is no such degree available. So if this is already untruthful as a claim, we must conclude that he does the same in business matters. Therefore, Mr.
Sarta's credibility and integrity are massively called into question, which is why we believe you should no longer be serving as a board member. Mrs. Rebar has already made herself noticeable by being involved in more or less questionable situations. Already at Panalpina, very dubious financial transactions were found where Mrs. Rivar was doing what she's obviously best at.
She either is suffering from acute amnesia, didn't want to know anything about all of this even though she was directly in a responsible leadership position. And she stayed true to this mode of operations. So the latest affair that has been in the press a lot, this is something that's really hard to believe. So she had dealings with a Mr. Bastos, who already was previously convicted.
Well, can we ask you to please conclude? And now a call from the audience. Why does this only apply for speakers against you? Inaudible? Mr.
Rittiker, can I ask you to conclude? Well, if you want a dictatorial system, that's up to you, Mr. Rittaker. I will save you the further details. I'm sure it's clear that Mrs.
Rebar, due to her lack of judgment as also of her lack of personal integrity and tendency to serve her own interests, is no longer suitable. Mr. Hogg says we are not here to listen to unfounded rumors. All right, that is enough. Thank you.
We will now proceed to voting. It is enough, please. I also read the papers. Thank you very much. We have another contribution from Mr.
Mark Dear shareholders, I already shared my concern about the so called independent and dissident Board of Directors during the last AGM. And there seems to be a lack of understanding to the legal position of Sika, and they are completely overreaching their competencies in this, especially towards Schenker Vinkla Holding. The Board of Directors assumes that observing basic details is acting in good faith and especially of duties forthcoming from corporate governments for members of the board. And the shareholders assume or are seeing these fulfilling these duties as a prerequisite for a trustworthy Board of Directors. But we are dealing now with a non elected and non sanctioned Board of Directors since 2015 that continues to abuse the rights of shareholders and, in particular, of the Schenker Vinkla Holding AG.
So we are supposed to trust a Board like this. And this question of trust is much more important than the question of whether or not this so called independent Board of Directors has even the competency and power or powers that it has assumed in the past years. If you or do can you trust such a so called independent board that is acting against recognized legitimate shareholder interest? Is such a board reliable that will only stand for reelection as one body and who is exercising pressure on shareholders. In my opinion, all of this is highly irregular and is more than questionable from a legal point of view.
It seems to me that we are already at a point again where the motto is directors first and seek a last. Can shareholders trust such Board members who are using resources, finances, efforts that should really be invested in Sika against Schenker Winkler Holding AG and against the long term future of the company. This is something that the aforementioned board members will have to answer for at a given time. I don't see any reason to trust this board enough to reelect any independent members, the lady and the gentleman we saw before. And also, a group of Board members of this kind is not in the interest of the company and is putting the future of the company in jeopardy and therefore must be rejected.
I'm done. We have taken note of your contribution. The next speaker is Andreas Dublo from Solicom. Dear chairman, dear members of the board, and dear fellow shareholders, the reelection of the Board is imminent. However, what is at stake here is not voting for the board as one body, but the individual members.
So every individual member needs to be reelected. In the Swiss constitution, it says in Article 95 that the General Assembly on a yearly basis elects the Chairman of the Board and individually each member of the Board of Directors and the Compensation Committee. And all major voting consultants also see in their corporate government rule that members are to be voted elected individually. Also, one of the major companies in this area says the following: [SPEAKER UNIDENTIFIED COMPANY REPRESENTATIVE:] Individually Etos says in its guidelines for practicing voting rights that block votes or reelections of boards of directors, that this is only acceptable if there is no major reason for rejecting the election of any individual member. So in other words, they are rejecting a block election in a case where the reelection of 1 or more of these potential members is contrary to the interests of the company and the shareholders, needless to say.
So in agreement with these principles, we have already seen in previous years that what was really planned was the election of individual board members. So far, so good. But in the invitation to today's event and the election of the members, the Chairman and the members of the committees, we are informed that Mrs. Ribar and the other gentlemen are making the acceptance of their possible election contingent on the entire group being reelected and Mr. Helk being reelected as Chairman.
And Mr. Helk sets the same condition for his reelection as president if Mrs. Riba and the gentlemen aforementioned are reelected into the board. And finally, van Dijk and Sauter will only accept their appointments to the committees. If in their place Mrs.
Riba or Sutter are elected into these bodies. So this is almost a threat, I would say. And this is a circumvention of the principle of individual election. So it is a policy of all or none. And this deprives shareholders of their freedom to individually elect members of the Board of Directors and not elect other members if they wish to do so.
Therefore, this is a violation of shareholders' rights of every individual shareholder, no matter how small. And this is a forced bundling of the aforementioned Board members. The Board of Directors is circumventing, as I already mentioned, the principle of individual election. So if every the election of each individual members and the staffing of these committees is now has now become a farce. It is also in violation of Swiss law.
I cannot imagine that this kind of behavior could be accepted by any voting rights consultants. If you please conclude, Mr. Helgi. You could ask yourself if such an election carried out under such threats or preconditions can even be considered valid. This is something that would eventually have to be decided by the courts.
In the interest of the company and all shareholders, I'm expecting from the Board of Directors to forego this bundling as described before. Thank you, Mr. Tobler. I can assure you that our elections are in agreement with the law and that we are carrying out individual votes. You have seen already.
And the representatives are also supporting us in this. The next speaker.
Apologies. I hadn't intended to extend this unnecessarily, but I couldn't let some of these statements go unanswered. I've taken my jacket off because I don't know about you, there's a lot of hot air in it here. I mentioned earlier a pattern of systematic attempts to disrupt this business. I think what we've just heard is a series of speakers attempting to do that, to cast aspersions against the good name of the directors, to attack them and to vilify them.
It's not acceptable. As a long term shareholder, we find it offensive. I ask people to look into their hearts and support your board, support the independent directors. What we've seen in terms of governance, and governance to us as long term international investors is very important, is a case study. When this is concluded, what's happened here, what this Board has done with a measured hand, carefully, with thought and consideration, will be a case study that students study for years to come.
It is unprecedented. It is incredible, not just in Switzerland, but globally, and it's a role model we should aspire to in all companies, from all people. And as shareholders, we are profoundly grateful to our directors, and I ask you to support them.
Thank you, Jane, for your support.
All right. So we have come to the end of this discussion, and we will come now to the individual reelections, which brings us to agenda point 4 point 1.1, and that is my reelection.
And
as already mentioned, the voting rights of SWH shares will be reduced to 5% of all ARR shares. So the re election of myself is proposed unanimously by the Board of Directors. If you want to follow this, please press yes, green. If no, red, otherwise for abstention, yellow. So this is 4.1.1, starting now.
You have reelected myself. Thank you very much for your trust. Thank you very much. Thank you. We now move on to Item 4.1.2, reelection of Ursburkhardt.
As mentioned before, the voting rights of the registered shares of and as a representative of the registered shareholders.
If you'd
like to support the Board's proposal, please press yes, It's the green button or the red button for no or the yellow button for abstention. That's 4.1.2. Voting starts now. You have reelected Urs Burkhardt, and I would like to congratulate him on his reelection. We move on to item 4.1.3.
Fritz Van Dijk's reelection. As mentioned before, with this agenda item, the voting rights of the registered shares of Schenker Binkla Holding will be limited to 5% of all registered shares. The Board of Directors proposes unanimously to reelect Mr. Fritz Van Dyck for a term of office of 1 year to the Board of Directors as representatives of the bearer shares. Please cast your vote now.
If you'd like to support the Board's motion, please press the green button for yes otherwise, the red button for no or the yellow button for abstention. Voting starts now. You have reelected Fritz Van Dyck. Thank you very much, ladies and gentlemen, for your trust, and I'd like to congratulate Fritz on his reelection, which brings us to item 4.1.4, Vili Lehmer's reelection. As mentioned before, the voting rights of the SWH registered shares will not be restricted.
The Board of Directors proposes unanimously to reelect to the Board of Directors for a term of office of 1 year Mr. Willy K. Lima. If you'd like to support the Board's proposal, please press the green button for yes otherwise, the red button for no or the yellow button for abstention. Vote on item 414 starting now.
You have reelected Willi Lima, and I'd like to congratulate Willi on his reelection. We move on to item 4.1.5, Monika Rybar's reelection. As mentioned before, the voting rights of the registered shares of Schenker Vinkla Holding will be restricted to 5 percent of all registered shares. The Board of Directors proposes with the majority to reelect to the Board of Directors for a term of office of 1 year, Monika Ribar. Please pick up your voting devices.
If you'd like to support the Board's proposal, please press the green button for yes, otherwise red for no or yellow for abstention. The vote on 415 starts now. You have reelected Monica Ribaugh. Thank you very much for your trust, and I would like to congratulate Monica on her reelection. We move on to Item 4.1.6, the reelection of Daniel J.
Salter. As mentioned before, voting rights of the registered shares of Schenker Vinkla Holding will be restricted to 5% of all registered shares. The Board of Directors proposes with a majority to reelect Daniel Sauter to the Board of Directors for a term of office of 1 year. Please take your voting device. If you would like to support the proposed proposal, please press the green button for yes otherwise, the red button for no or yellow for abstention.
Voting on 416 starting now. You have reelected Daniel Sauter. Thank you very much for your trust. Congratulations, Daniel, on your reelection. Next up is item 4.1.7, reelection of Ulrik Sutter.
Again, as mentioned before, the voting rights of Schenker Vinkla Holding and their registered shares will be limited to 5 percent. The Board of Directors proposes with a majority to reelect Hans Ulrich Sutter to the Board of Directors for a term of office of 1 year. Please take your televoter and press green if you'd like to support the BOS proposal. Otherwise, red for no and yellow for abstention. Voting on Item 417 starts now.
You have reelected Ulrik Sotto. Thank you very much for your trust. Congratulations, Ulrik, on your reelection. Next up is 4.1.8, your contingents reelection. I mentioned before the Schenker Winkler Holding voting rights will not be restricted.
The Board of Directors poses unanimously to reelect Jurgen Tinkgren to the Board of Directors for a term of office of 1 year. If you would like to support the Board's motion, please press the green button for yes. Otherwise, press the red button for no or the yellow button for abstention. Voting on 4.1.8 starts now. Voting time is up.
You have reelected Jurgen Tingren, and I'd like to congratulate Jurgen on his reelection. Item 4.1.9, Christoph Dobler's reelection. As mentioned, the voting rights of the registered shares of Schenker Winkler Holding will be restricted to 5% of all registered shares. The Board of Directors proposes by majority to reelect Christoph Taubler to the Board of Directors for a term of office of 1 year. If you would like to support the Board's proposal, please press the green button for yes, otherwise the red button for no or the yellow button for abstention.
Voting on 419 starts now. You have reelected Christophe Tobler. Thank you very much for your trust, and I'd like to congratulate Chris on his reelection. This brings us to the end of the reelection. We now move on to Item 4.2.
That's a new election to the Board of Directors. As mentioned, the voting rights of the registered shares of Schenker Vinca Holding AG will be limited to 5% of all registered shares. Schenker Vinca Holding proposes to elect Jacques Bischoff to the Board of Directors for a term of office of 1 year. That's a new election. The Board of Directors rejects by a majority the election of Jacques Bijouff.
The proposed election of Jean Bischoff is just another attempt to bypass the restriction of voting rights, the only reason being to destabilize the Board of Directors and to make it possible for Saka Pan to gradually take over Sika. This is not in the interest of Sika as a company and runs against the ruling of the court of first instance, the Cantonal Court. Therefore, the Board of Directors recommends by a majority to reject the proposal by Schenker Winkler Holding to elect Jacques Bijouv to the Board of Directors. Does anybody wish to speak? Mr.
Roseley and Mr. Bijouv have asked for the floor. Please, Mr. Roseley first. My name is Max Roseley.
I speak to you as Chairman, President of the Schenker Vinca Holding. First of all, on behalf of the family holding, thank you very much for the commitment and dedication to make 2,007 such a successful year. We would also like
to
thank everyone who has resigned from the retirement. And we would also like to thank everyone who communicate to us that they understand what we do and ensure their support. President. Chairman, we propose Jacques Bijouff again to be elected to the Board of Directors. His election is not to destabilize the Board of Directors.
It would be a very bad sign for the Board of Directors if it were to be destabilized just because a new director were to join the team. Jacques Bijouff
has a
very impressive CV. After his studies in law, he wrote a PhD, which obtained the title summa cum laude. He became a lawyer later and trained as a business economist at Stanford University in California. Over 16 years, he worked for Telekors Group. Today, this is 6 Group.
He used to be a Deputy Chief Executive Officer. For more than 20 years, Jacques Bijouff has served on various boards of directors, both nationally and internationally. 2,005 to 2016, Jacques Bijouv was the Dean of the University of Economics at in Zurich. With Jacques Bijoff, Genkowinke Holding is proposing a well versed expert with legal and economic expertise to join the Sika Board of Directors. With Jacques Bijov, we have the right person.
You will elect the right person if you choose to elect him. He will be very fact based. He will be very constructive and very amiable in his way of dealing with people. Therefore, I propose to you to elect Jacques Bijouff to the Board of Directors and make him the Chairman of the Board of Directors. He is not a destabilizer.
We also have Mr. Bijov, who will talk to you in person. Chairman, shareholders, ladies and gentlemen, I was asked earlier today what I would do better than the current Chairman if I were to be elected. The answer is straightforward. I would never dare to claim that I would do anything better, but I would do a number of things differently.
First of all, the relationship between Sika AG, the Board of Directors of Sika AG and the Burkhart family, in other words, Schenker Winkler Holding, this relationship suffered over the past few years. And it's important now to bring the two sides together more closely in order to find solutions that would satisfy both sides. And then we have Saint Gobain. German, a few minutes ago or actually 2 hours ago, you claimed that the strategy followed by Saint Gobain would be detrimental for Sika. I doubt this statement, and I would take the opposite view.
I would phrase it in a more positive way. I would ask, couldn't there be synergies in cooperation with Saint Gobain, perhaps other areas where the two companies could cooperate? It's a serious allegation to say that these opportunities do not exist.
And I
think it would be in everybody's interest to suss out the potential for synergies and possible ways to cooperate very much in the interest of Sika, very much in the interest of Saint Gobain and very much in the interest of the Burkhard family. This is what we call the win win win situation, and this is what I would want to fight for. Thank you. Thank you very much, Mr. Bijov.
Rest assured that we looked at synergies very carefully and didn't identify any. Nobody else has asked for the floor. We, therefore, proceed to the vote on the new election of Jacques Bijouff. I'd also like to point out at this stage that the Board of Directors, by a majority, recommends to reject the election of Jacques Pijoff. Ladies and gentlemen, please take your voting device now and be very careful.
If you would like to support the Board's proposal, you have to press the no button, the red button. If you would like to support Schenker Vinkla holding proposal, press the green button. And if you'd like to abstain from voting, press the yellow button. Voting on Item 4.2, election of Mr. Bischoff, starts now.
I know that you have rejected the proposal by Schenker Winkler Holding to elect Jacques Bischoff to the Board of Directors. Thank you very much for your trust. And we move on to Item 4.3, election of the Chairman.
In your invitation to the Annual General Meeting, you will have found 2 proposals on this item. The proposal by the majority of the Board of Directors with regard to reelection of myself and the counter proposal by Schenker Vincra Holding, AG, for the election of Mr. Jean Bishop, the majority of the Board of Directors recommended to reject that second proposal. According to the articles of association, only a member of the Board of Directors can be elected its Chairman. Since Mr.
Jacques Bijouff, under Item 4.2, has not been elected as a member of the Board of Directors, according to our articles, we do not need to carry out the vote on his election as the Chairman of the Board, so I will remain as the only one candidate. Thank you. The Board of Directors proposes by majority to reelect my self as Chairman of the Board for the term of office of 1 year until completion of next year's annual general meeting. And as I mentioned before, the voting rights of the registered shares of FWH will be restricted to 5% of all shares. Anyone requesting the floor under this item?
No one has signed up. So let's proceed to the vote on my reelection as Chairman of the Board. If you approve the Board's proposal, please press the green button. If not, press red or amber for abstaining. Voting time is on now.
You have reelected myself as Chairman of the Board. Thank you very much for your trust. I would assume on that basis that the reelected independent members of the Board of Directors accept their election. This is the case. Congratulations.
Thank you very much indeed. Moving on with Item 4.4, reelection of the Nomination and Compensation Committee. According to our articles, it is for the Annual General Meeting to elect from
the members of
the Board of Directors, the members of the Nomination and Compensation Committee. Fritz Van Dijk, Oezburger and Daniel Sauter stand reelection as members of the nomination and compensation committee. Mrs. Van Dijk and Sauter, however, have announced they would only accept election if both of them or Mrs. Rebar or Mrs.
Suter or Tobler, instead of them, will be elected as members of the Nomination and Compensation Committee. We're going to vote on those elections individually. No one has requested the floor to speak on this item. So let's proceed to Item 4.4.1, reelection of Mr. Vrits Van Dyke.
As mentioned before, on this item, the voting rights of SWH will be restricted to 5% of all registered shares. The Board of Directors proposes by majority to reelect Mr. Ritz Van Dijk as a member of the Nomination and Compensation Committee for a term of office of 1 year. If you wish to go along with the Board's proposal, press the red the green button for yes. If not, press the red button for no or the amber button for abseiling.
Voting time on forward at forward at 1 is on now. You have reelected Mr. Ritz Van Dyke as a member of the Nomination and Compensation Committee. Thank you for your trust, and congratulations, Fritz, on being reelected. Moving on with Item 4, the 4.0 2, reelection of Mr.
Urs Burkart. As mentioned before, the voting rights of SWH will not be restricted. The Board of Directors unanimously proposes to reelect Mr. Urs Burkart for a term of office of 1 year as a member of the denomination and compensation committee. If you wish to go along with the Board's proposal, press green for yes.
If not, press red for no or abstain by pressing the amber button. Voting time is
on now.
Of majority to reelect Ms. Daniel Sauter as a member of the Nomination and Compensation Committee for a term of office of 1 year. Please press green for yes, red for low or amber if you wish to abstain from voting. And voting time on item 4.403 is on now. You have reelected Mr.
Daniel Sauter as a member of the Nomination and Compensation Committee. Thank you very much for your trust, and congratulations, Zanyo, on being reelected. This brings me on to Item 4.5, election of statutory auditors. The Board of Directors unanimously proposes to reelect Anson Young as statutory auditors for the 2018 financial year. Mr.
Christoph Michel announced to us that Ernst and Young will be pleased to take on the mandate if the AGM chooses to elect them. Anyone requesting the floor on this item? No one has signed up to speak, so let's proceed to the vote. I refer to you that according to the Swiss code of obligation, the privilege of the bearer shares does not apply here. Voting force is based on the nominal value of shares on this item.
So let's proceed to the vote. If you wish to go along with the Board's proposal, press green for yes. If not, press red for no or choose the amber button. If you wish to abstain, this is on 4 to 5, Election of Statutory Auditors. Voting time is on now.
You have elected Ernst and Young as statutory auditors for the 2018 financial year. Congratulations, Mr. Michel, on election, and I'm looking forward to cooperation with you. This brings us on to item 4.6, election of the independent proxy. As determined by our articles, the Annual General Meeting also elects the independent proxy.
The Board of Directors unanimously proposes to elect Jost Windlin, a lawyer and notary of Zug as independent proxy until completion of the next Annual General Meeting. Anyone requesting the floor to speak on this item? No one has signed up. So let's proceed straight to the vote. If you wish to go along with the Board's proposal, press green for yes, if not, choose red for no or amber for abstaining.
This is on Item 4.6, selection of the independent proxy. Time is on. This brings us on to Item 5, compensation. Beginning with Item 5.1, approval of the compensation of the Board of Directors for the term of office from the Annual General Meeting 2015 until the Annual General Meeting 2016. As you will certainly know, compensation for the Board of Directors for the term of office from the 2015 AGM to the 2016 AGM has not been approved to date because SWH refuses approval or has refused approval.
The articles of association explicitly provide for the Board of Directors to receive annual fixed compensation. The Board of Directors clearly believe they are entitled to compensation. This, in particular, applies to the record result given the background of the record results achieved in the past years and the ruling by the Canton Oil Court. The Board of Directors thus presents again this item to the AGM today and again proposes to approve the proposed compensation for the term of office from the ordinary AGM 2015 to the AGM 2016. The aggregate amount proposed is being displayed on the screen.
It amounts to the compensation to be paid out actually in for the term under review. The Board of Directors by majority proposes approval of the aggregate amount of compensation for the Board of Directors consisting of 9 members in the amount of CHF2.87 million for the term of office from the completion of the 2015 Annual General Meeting to completion of the 2016 Annual General Meeting. Anyone who wishes to speak on this item, no one has signed up. So, let's proceed to the vote. If you wish to go along with the Board's proposal with regard to compensation, press green for yes.
If not, press red for no or choose the amber button to abstain from voting. Voting time on item 5.1 is on now. I declare that you have rejected compensation for the Board of Directors for the term from the AGM 2015 to the AGM in 2016 due to SWH refusing. As expected, as WH has once again abused its shareholders' rights and it is quite obvious that as WH is trying to starve out the Board of Directors and to force them to give up and in this manner to enforce a change of control by circumventing restriction of transferability, refusing to pay compensation for services performed is in violation of the articles of association that provide for the Board of Directors to receive compensation. It's all the more offensive as members of the Board of Directors have come up with extraordinary performance in the past 2 years and Seeker has achieved record results.
The Board of Directors reserve all rights regarding enforcing its justified entitlements. Moving on to item 5. 2, approval of the compensation of the Board of Directors for the term of office from the 2016 Annual General Meeting until the 2017 Annual General Meeting. This compensation due to refusal by SWH has not been approved either. The Board of Directors again submits this item to the Annual General Meeting and proposes again to approve the compensation proposed from the for the term of office from the 2016 Annual General Meeting until the 2017 Annual General Meeting.
The aggregate amount proposed is being shown on screen. It corresponds to the actual payments to be made as compensation in the period under review. The Board of Directors proposes by a majority that a total amount of CHF 2,87,000 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 Annual General Meeting in 2017. Anyone requesting the floor to speak on this item, this not being the case? Yes, there is someone.
Please note
gearing.
I would simply note in response to the Chairman who talks about misuse of rights or abuse of rights To say that the ASWH has not elected these members of the Board of Directors, ASWH holds the majority of votes, And the members of the Board of Directors have only been elected because of restriction of those votes. So SWH has no obligation whatsoever to vote in favor of compensation for those members. It would be strange actually not to elect them and then to vote in favor of their compensation. Well, why don't you go ahead along? You're very good as a choir.
Yes, go ahead. Thank you very much for this. But it's no less a fact. We refuse the approach of abusing our votes. The majority of votes is there, and we are allowed to execute them.
Thank you very much. Well, interesting only that SWH is happy with the big dividend and prefers to accept it. Well, and that dividend comes from somewhere, doesn't it?
Moving on to the boat. No, sorry. We have somebody wanting to take the floor. Ladies and gentlemen, so we have a family holding here. And it is a question of character.
Are you greedy for money as far as you go?
They are
actually lacking in character. The people taking charge here, and they don't even want to give them a decent compensation for this. And then a lawyer comes along and says, we didn't vote for them. So, therefore, we cannot give them any compensation because we didn't vote for them. These are exactly the type of greedy lawyers who charge for every minute, every hour, and that is a question of character.
And I really hope that you will someday find character in yourselves. I really hope it for you because this is an insult and a disgrace to those people who really do hard work. Well, are there any more speakers, maybe on character? No? All right.
Discussion is closed, and we will now proceed to voting. So we are still for compensations. If you go along with the proposal of the Board of Directors, press agreeing for yes, otherwise for no, red or yellow for abstention. The vote is now open. I take note of the fact the compensation for the Board of Directors for the term of office from the close of the 216 Annual General Meeting until the close of the 2017 Annual General Meeting has been rejected due to the rejection of SWH.
And also here, the Board of Directors reserves all rights pertaining to making its legitimate claims. This brings us to item 5.3, approval compensation for the Board of Directors for the term of office from the 2017 Annual General Meeting until the 2018 General Meeting. Also, this compensation has not been approved so far due to rejection by the SWH. And the Board of Directors is once again submitting this for votes to the general meeting and again proposes to approve this compensation. You will see the total sum, aggregate sum behind me on the screen.
It is
in accordance with the compensation to be actually paid out for the period in question. So this brings me to the proposal. The Board of Directors proposes by majority 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 this 2018 Annual General Meeting. Does anybody wish to speak on this topic? It appears not.
Therefore, we now continue to vote. If you want to go along with the proposal of the Board of Directors, press green for yes. Otherwise, no red or yellow abstention. The vote is now open. And voting voting time is up.
I take note of the fact that you have also rejected the proposal for the compensation of the Board of Directors for the term of office from the 2017 Annual General Meeting until 2018 Annual General Meeting. And also with regards to this, to these compensations, the Board of Directors reserves all rights to any future claims to its rightful entitlements. This brings us to 5.4, consultative vote on the 2017 compensation report. The compensation report, 2017, incorporates the basic principles for the compensation of the Board of Directors and Group Management as well as the remuneration of the members of these two bodies for the 2017 financial year. The compensation report can be found in the annual report on Pages 53 to 72 in the year 2017.
No compensation was received by the Board of Directors. There were also compensations stated in the compensations report that were due to the Board of Directors for the periods of offices starting in business year 2016 to the end of business year 2017 that were, however, rejected and not paid out. In the year 2017, the total compensation to group management was CHF18.664 million compared to CHF16 point 688,000,000 the year before that. The higher compensation of group management stems mainly from the fact that 3 new members were joined the group management. And simultaneously, the compensation of members who are resigning from the group management positions but still remaining with the company were maintained unchanged for a period of 12 months.
This was in accordance with the terms of resignation in their work contracts. The parts of these compensations that were above the normal compensations for the new functions was completely disclosed as compensations to group management. The total compensation of CHF18,700,000 that was paid to group management in 2017 is above the maximum aggregate compensation of CHF18 1,000,000 that had been approved by the shareholders at the ordinary general meeting 2016 for the business year 2017. This was due to the nomination of 3 new members to group management. According to the valid articles of association, the Board of Directors has the right to give a maximum of 200%, above the average total compensation for every newly appointed member of group management for the last business year.
For 2017, the additional compensation was up to maximum CHF 5,600,000 for every new member. So therefore, the compensation of the group management is clearly below that maximum, which would consist of the maximum total compensation for 2017 and the additional amount. For the rest, I refer to the compensation report. I will now come to the consultative vote. The Board of Directors proposes unanimously that the 2017 compensation report be approved in a nonbinding consultative vote.
Does anybody wish to speak on this topic? All right. In that case, we will now vote. If you agree with the proposal of the Board of Directors, press green for yes, I take note of the fact that you have rejected the compensations report. This brings us to agenda item 5.5, approval of the future compensation of the Board of Directors.
The proposed maximum amount of CHF3.3 million is applies to 9 members of the Board of Directors and is in accordance with the total amount proposed in previous years. Also, the basis for calculating compensation remains unchanged with respect to previous years. The total sum consists of the following elements, which you see on the slide: CHF2,030,000 fixed compensation CHF750,000 share based compensations and CHF220,000 in Social Security Contributions. The proposed compensation of the Board of Directors has remained stable for several years now. This brings me to the proposal.
Do we have somebody who wishes to take the floor on this? Thank you. I just wanted to briefly say something. Maybe it's not quite as easy for me to do as the colleague who was speaking Swiss German. My English is quite okay.
This is why I didn't have my headphones on. I might have needed it before. But I think it was quite self explanatory. So we are now looking at the proposal for compensation Management. We have heard a lot today, many accusations and rumors flying around, misinterpretations maybe, and false depictions of the legal situation, I would have been happy if we could have maybe agreed in the beginning what Mr.
Borghard proposed, that we just wait and see what the courts have to say in these matters before we come to any definite decisions. But I would like to say that the reason there is such a unanimous atmosphere in this room here is that we are obviously standing in full support of the Board of Directors and Group Management. So we stood up for Mr. Helpp when he was reelected. And I would like to ask all of you again to stand up and to express our gratitude and our trust towards the Board of Directors and Group Management.
Thank you, Mr. Osbaf, for your support. And this brings us to the proposal. The Board of Directors proposes by a majority that a maximum total amount of CHF3,000,000 in compensation for the 9 member Board of Directors be approved for a term of office of 1 year until the close of the next Annual General Meeting. Does anybody else wish to contribute?
No. All right. If you agree with the proposal of the Board of Directors, please press green for yes, red for no, or otherwise abstention, yellow. Voting starts now. I have taken note of the fact you have also rejected the future conversation for the Board of Directors.
Nonetheless, this will change nothing to the reelection of the members and their commitment to the company. And the Board of Directors will reserve all rights for claiming any legitimate entitlements. This brings us to Article 5.6, approval of the future compensation for group management. So allow me to give some explanations. The total amounts proposed for the business year 2019 of CHF 18,000,000 was calculated on the basis of the maximum compensation of the 8 members of group management and takes into account already the consolidation of the 2 Americas regions.
And furthermore, it contains a so called buffer, a reserve for any necessary adaptations. The fixed compensation includes the basic salaries for the members of group management. Budgeted performance bonus, as already mentioned, is based on the assumption of a maximum payment, and the actual payments will take place in 2020 and will be contingent of the degree to which the group management has been able to fulfill the targets for 2019. The effective payment might, therefore, actually turn out to be less than originally budgeted. The performance share units scheme contains the value of allocations or share units for the business year 2019.
These share units will only be paid out after the performance period, which is to say in 2022, in the form of shares based on the actual achievements of targets. Again, we are working on the assumption of a maximum payout, which will only take place in case of full realization of targets. And then there are other incremental payments to be taken into account. In any case, it shows the very measured developments of the compensations for group management also in the light of the very good results of Sika. And this is mainly thanks to the excellent management of Paul Schuler.
This brings me to the proposal. The Board of Directors proposes unanimously that a maximum total amount of CHF 80,000,000 in compensation for the 8 member group management be approved for the financial year 2019. This total amount comprises most approximately CHF8.8 million for fixed compensations, CHF5.4 million for performance bonuses and sorry, CHF 5,400,000 for performance bonuses and CHF 3,800,000 for performance
share units
under the long term incentive plan for the periods 2019 to 2021. Does anybody wish to speak on this topic? That is not the case. In that case, we proceed with the vote. So if you agree with the proposal of the Board of Directors, please press green for yes.
If not, no for red for no and yellow for abstention. And the vote is now open. So you have approved the future compensation for group management. I thank you for your show of trust. This brings us to agenda item 6.
Item 6, the Special Experts Committee. Before we start dealing with item 6.1, the Chairman of the Special Experts Committee, Mr. Jorg Walther, will have an opportunity to report on the activities of the committee so far. Mr. Balter, please.
Shareholders,
Chairman, members of the Board of Directors and Group Management. This is the 3rd time that I'm taking the floor here, and I'd like to inform you about the activities of the Special Experts Committee. We issued a press release in December 2016, and we also informed at the last Annual General Meeting about 1 year ago, Jorg Rhiboni, Chief Financial Officer of EMI Group, replaced Peter Spindler as a member of the Special Experts Committee. Jorg Rebony is a well versed financial expert and a very experienced Chief Financial Officer with profound knowledge of Sika's core activities. He integrated perfectly into the team and has become a very valuable team member.
So I'd like to ask you, ladies and gentlemen, to express your confidence, your trust and to confirm him as a member of the Special Experts Committee formally as well. Before I talk about the current state of affairs and before I talk about an increase of the advance payment tabled by some shareholders, I'd like to remind you of the mandate given to the Special Experts Committee from you, ladies and gentlemen. This is what you expect us to do. At the AGM, on the 14th April 2015, you supported a motion tabled by Cascade Investment, LLC, Bill and Melinda Gates Foundation Trust, Fidelity Worldwide Investment and Threadneedle Investment to install 3 special experts according to Article 731, paragraph 3 of the Swiss Code of Obligations. With this special experts committee, you have chosen to install a body to control seekers business and to look at the future activities of the Board of Directors and of group management after a change of control of the company.
This change of control, according to a resolution taken by the very same AGM on the 14th April 2015, such a change of control will take place if the Board of Directors is no longer composed of a majority of independent board members. In order to qualify as an independent board member, a director will have to fulfill the criteria defined in the resolution passed by the Annual General Meeting and, in particular, has to be approved by Cenkavinkla Holding, Sar Gobain and all needs to be independent of Schenker Vintla Holding and Sargoban and everybody acting on their behalf. After a change of control, the Special Experts Committee will change from being a passive body to becoming an active body and will assume its competencies to deliver on the mandate. What the special expert committees looks at is potential conflicts of interests between the company on the one hand and the and Senkor Vinkla Holding on the other hand or Saint Gobain on the other hand or persons close to these two companies are working on behalf of them. The special experts need to make sure or will are expected to make sure that there are no disadvantages to the company and shareholders resulting from such conflicts of interest.
The Special Experts Committee identifies such conflicts of interest and reports on them in writing. In order to do that, the Annual General Meeting has given us access to all material and information of Sika Group, which also includes minutes of meetings of the Board of Directors, any other documents the Board of Directors can use, confidential memos, plans, correspondence, e mails, drafts of such documents and so on and so forth. On the other hand, you have also given us the competence to use any information from any member of the Board of Directors or Group Management, any member of staff or consultant of Seeker Group. And you can we can request such information if we deem this to be necessary in order to assume our mandate and exercise it to the full. In addition to having given us the confidence to obtain the information necessary, you also gave us the mandate and entitled us to assume our rights and enforce our rights to assume our mandate legally as well and take any measures required to assume our mandate to the full.
The Special Experts Committee has already has to report on its activities during the active phase on a biannual basis at least 50 days before an ordinary general meeting. Beyond that, at our own discretion, we can issue media releases and reports. These reports will be available on the website of the company and the Special Experts Committee, taking into account that business secrecy of the company must be observed. The Board of Directors has not changed since the ordinary general meeting 2015, and no change of control has taken place. Therefore, the Special Experts Committee is still in its passive phase, in a phase of limited activity.
At this stage, no written report is required. However, we prepare ourselves, together with our consultants, for a possible change of control on the boards of the company and for our body becoming an active body. In this preparation phase, we want to be in a position at any point in time to observe unexpected developments and take swift measures to identify and investigate such measures and correctly assess them. At the beginning of our mandate, we signed a written agreement with the company, which is called a memorandum of understanding, approved by the Board of Directors of Sika Group. This memorandum of understanding stipulates the basic principles of the way to cooperate already in the passive phase.
An important aspect here is that the Board of Directors and group management, according to a mutually agreed list, provides information, important information on a voluntary basis, which we can use and discuss together with the Chairman of the Board of Directors, the group executive management or any other person that we think needs to provide that information. This has been agreed in an effort to limit the efforts required to obtain this information. Since the last Annual General Meeting, we looked at structures, processes and working documents, which would become relevant after a change of control in order to make sure we can properly exercise our mandate properly and appropriately. Over and beyond that, we had various discussions with members of the group executive management and the Board of Directors, with representatives of Schenker Vinkla Holding and with the shareholders group around the Bill and Melinda Gates Foundation Trust. At this stage, ladies and gentlemen, I can assure you that with regard to a possible change of control, we are very well prepared indeed.
We will be able at any point in time to become active. I mentioned the talks we held with different stakeholders earlier, and we also talked about the budget for the Special Experts Committee for the activities which would materialize after a change of control. Many shareholders asked the question whether the amount of money in escrow to the tune of CHF 1,000,000 would be sufficient for the work of the Special Experts Committee in an active phase, would provide the necessary funds to ensure complete independence in order to exercise the supervisory and investigative function without compromising the company. So there is a fear that this advance payment is not sufficient. We think that this fear is justified.
I also pointed out earlier that it is our mandate as Special Expert Committee to assume comprehensive tasks, and the competencies we
have
to implement this mandate are far reaching. Bear in mind that Sika Group, with 160 companies in roughly 100 countries. So in order to assume our mandate, we need to be able to resort to substantial funds in terms of money and human capital. Please bear in mind also that the Board of Directors is and group management is sorry, please bear in mind that we cannot guarantee that the future Board of Directors or future group executive management will cooperate with the Special Experts Committee. So we need to make sure that we can assume our mandate even if a future board or a future group executive committee decides not to cooperate with us in order to obtain our to achieve our task.
Therefore, we suggest the to increase the advance payment in escrow in order to be able to exercise our mandate. I'd like to refer you to our website to find out about all the information, all the details on the activities of the Special Experts Committee, www.sika sec.com. On behalf of my colleagues, Peter Montagnan and Jorg Rouboni, I would like to express my gratitude for your trust and your support. Thank you very much for your kind attention. Thank you very much for these details.
We now move on to item 6.1, which is the confirmation of the appointment of Jokhir Borne as Special Expert. The Special Experts Committee was composed of Peter Montagnon, Peter Spindler and Jurgen Bhalter and was elected based on the motion of Cascade LSC, Bill and Melinda Gates Foundation Trust, Trust Fidelity, Colombian Needle Investments at the 2015 Annual General Meeting. The objective of the Special Experts Committee is to investigate and supervise future business activity of Sika AG and its group companies with regard to its relationship to Schenker Winkler Holding and or Saint Gobain and companies associated with these companies or other persons associated with these companies. At the 2016 Annual General Meeting, the term of office the Special Experts Committee was extended until the 2020 Annual General Meeting. At the end of 2016, as mentioned before, the Special Expert Peter Spindler asked to be released from his reliability on the special expert committee for health reasons.
In accordance with the resolution of the 2015 Annual General Meeting, the appointment of Mr. Jorg Repony was Mr. Jorg Reboni was appointed a replacement for Mr. Spindler. So the appointment of Mr.
Jurg Gruboni is now subject to the confirmation of the annual by the Annual General Meeting, which brings me to the Board. The Board of Directors proposes by a majority that the appointment of Mr. Jorg Ripponi as special expert be confirmed. Does anybody wish to speak? I only have one name on the list.
That's Mr. Ian Richards from Threadneedle.
Fellow shareholders, the next two resolutions are extremely important for this company. They are safeguards for the independence of Seeker. These are arrangements, both confirmation of Joerg Raboni's appointment, but equally the subsequent proposal that we've tabled to increase the budget set aside for the Special Expert Committee and extend their term of office. These are there to ensure that the pattern of attacks, of coercion, of attempts to undermine the management and leadership and Board of this company can be mitigated, that we have experts in place who are able to scrutinize the behavior of people after a change of control and ensure that we as shareholders are in a position to respond to that. Both of these resolutions are there for the long term.
They're part of a commitment by us, by Cascade and Bill and Melinda Gates, by Fidelity, for the long term to support this business. They're important, and we ask you to support them to ensure that this company can continue to operate independently no matter what for the future. Thank you.
We therefore
see to the vote. According to Article 693 of the Code of Obligations, the privilege of voting rights does not apply. Here, we're talking about the power value of shares entitled to vote.
If you'd
like to support the Board's proposal, please press the green button for yes. Otherwise, press the red button for no or the yellow button if you'd like to abstain from voting. Voting on 6.1 starts now. The appointment of Joerg Livoni as Special Expert, and I'd like to congratulate Mr. Joerg Livoni on his new mandate.
Thank you very much. We now move on to Item 6.2. A separate motion tabled by Cascade Investment LSC, Bill and Melinda Gates Foundation Trust, Fidelity Worldwide Investment and Threadneedle Investments regarding the extension of the term of office of the appointed special experts and an increase of the advance payment. With a letter dated 6th March 2018, the shareholders group Cascade Investment LLC, Bill and Melinda Gates Foundation Trust, Fidelity Worldwide Investment, Threat Needle Investments tabled the motion you can see projected on screen behind me now. The entire text of the motion and the reasons for the group to table this motion can be found in the invitation, and I decide not to read it out.
In summary, the Shareholding Group promotes to extend the terms of office of the special experts, Peter Montagnon with Jorg Walter and Jochen Boni as well as an increase of the advance payment to cover the expenses of the Special Experts Committee and its consultants to CHF 5,000,000. Otherwise, the decision of the AGM in 2015 remains unchanged. This is a quick summary of what this motion is all about. Does anybody wish to speak, maybe a representative from the shareholders? We just heard the comments made by Ian Richards.
The Board of Directors has examined the proposal, and the Board of Directors by a majority recommends this motion be approved. Does anybody wish to speak? Here's your favorite lawyer. On behalf of Schenker Vinkla Holding, I have some legal statements I would like to be minuted. We heard about the mandate of the Special Experts Committee, depth, width, scope of the special experts committee.
We also heard that these the scope goes way beyond what the code of obligation provides for, particularly because there are no cases to be investigated. We consider this Special Expert Committee to be an advisory board, an additional Board of Directors to be considered as part of the new law on banning excessive management compensation. So we think it is unacceptable to vote about capital which would run against that ordinance to limit excessive pay for management and board members. That's our first statement. Also, we think that the payment of an advanced payment in this order of magnitude is against the law, is against the ordinance on excessive pay in stock listed companies, particularly because it's an advanced payment.
This is the legal situation as we see, and I wanted you to know this. Thank you very much, Urs. That's an interesting statement you're making here. But the mandate has remained unchanged since 2015. Nobody has asked for the floor now, so we proceed to the vote.
And I'd like to point out, ladies and gentlemen, that according to the Code of Publications, Article 693, voting privileges of registered shares does not apply. The voting power under this item will be based on the par value of shares. We therefore proceed to the vote, if you'd like, to support the motion tabled by the shareholder group and supported by the Board of Directors by a majority, please press the green button for yes. If not, please press the red button for no. And if you'd like to abstain from voting, press the yellow button.
Voting on 6.2 starts now. Voting time's up. You have approved the motion by the shareholder group, Cascades Investment LLC, Bill and Melinda Gates Foundation Trust, Fidelity, Threat Needle, regarding the extension of the term of office of the appointed special experts and increase of the advance payment. We move on to item 7.
Item 7 is Schenke Vinkla Holding ARG's proposal regarding a special audit. By letter dated March 5, 2018, Schenker Winkler Holding Argie submitted a request for an item to be put in the agenda with regard to a special audit on Monica Ribas, Board of Directors' mandate with Capo Invest Limited and specifically with regard to the question as to why this mandate did not was not indicated in the corporate governance reports 2015 to 2016 and also with regard to money paid to the members of the Board of Directors in 2015 to 2017. Furthermore, SWH submitted a request for information, which the Board of Directors received on April 3, 2018. This request included once more the questions included in the request submitted on March 5, 2015, with regard to the position of Monica Ribaugh on the board and it also referred to the company's costs related to fending off the hostile takeover by Sangoban. The Board of Directors has answered all the questions in the request for information in the run up to the AGM today.
The request for information and the replies by the Board of Directors, as I mentioned before, are available at the registration desk, and I will forego reading of the replies, the responses. In summary, let me state with regard to costs related to warding off the hostile takeover attempt by Sangobah that since the transaction was announced on December 5, 2014, up to this Annual General Meeting, cost of a total of CHF 20,900,000 have been run up. Let me state that the majority of this cost is attributable to the 9 legal administrative proceedings that SWH filed against the SECA. You can see them listed on the screen. The list displayed does not include various other proceedings launched by 3rd parties.
None of these proceedings, however, has been initiated by your company's seaker. With regard to Mrs. Rebar's mandate with Capo Invest and the question as to why this was not indicated in the corporate governance reports 20152016 and with regard to money paid to the members of the Board of Directors between 2015 to 2017, I declare the following. The Board of Directors dealt with Mrs. Rebar's mandate with Capo Invest on
at
3 meetings and also intensively dealt with the questions tabled by SWH and Swiss the Swiss Exchange 6 also dealt with the alleged violations of disclosure in the corporate's covenant report and decided to suspend preliminary investigations in the period under review expenses in the amount of CHF 29,473 were paid to the Board of Directors, not per person per annum. It was paid to the entire Board, and this translates to less than CHF 1,000 per annum for all Board members of the Board of Directors on aggregate. And let me stress again that the members of the Board of Directors worked without compensation again last year. So neither the Board of Directors nor 6 seem to have any facts that would corroborate the violations of the law and ethics alleged by SWH. The question is, is this sufficient for SWH or does SWH retain their proposal for the additional items on the agenda?
Thank you, Mr. Chairman. I'm Ben Kuze, and I'm talking speaking on behalf of Schenker Vincla Holding. The responses and answers that we needn't read out, the answers that the Board of Directors have given to our questions as is tradition turned out to be insufficient. To the extent that the answers the questions put have been answered at all, the answers are very thin and scarce and not very telling.
I'll give you an example. As in previous years, the Board of Directors tries not to disclose what cost and what breakdown into various areas of segments have been run up. The Board of Directors ought to know or knows what the composition of the amount of almost €21,000,000 is specifically. But once more, you do not tell shareholders where you spent Sika's money in the battle of the majority of the Board of Directors against SWH, where you squandered it. Just to remind you, all shareholders have a right for things being done properly in their company.
After all, they're the owners of the company and it's not the members of the Board of Directors who own the company and not the members of the Board of Directors who oppose SWH either. So we reserve the right. SWH reserves the right of getting back to this issue on other occasions. The responses to the questions related to the activities of Mrs. Rebar with Carpo Invest, Mr.
Bastos' company and the answers to the questions regarding money of any kind paid to the members of the Board for Exosive Seeker in 2015 to 2017 are insufficient and do not convince us the trust of the shareholders in this company, well, is not being built up by those answers. We cannot talk about building up trust. A special audit will be the only means to identify the real facts and to see whether the statements made by the water factors are correct. SWH, therefore, retains its proposal to conduct a special audit, and I kindly ask you to conduct the vote on it, Mr. Chairman.
Anyone else who wishes to speak? I've got Ian Richards again who's signed up from Threadneedle.
Apologies for appearing before you once again. I feel like I'm in a replay of Alice in Wonderland. And I don't know whether to make a link to the Mad Hatter's Tea Party or to the Queen of Hearts. These attacks, these deliberate attacks on the company, the aspersions that are being cast are mind boggling. If anyone can doubt the invidious and poisonous agenda that's behind this, I think they really need to stop and think twice.
It is imperative that we take a calm and measured approach to supporting our Board in these very difficult times. And I really encourage you to reject this proposal that is insidious and poisonous and has no merit or benefit to the company or to its shareholders or the employees at all. Thank you. Thank you very much.
I hear with note that SWH retain their motion on having a special audit carried out, and we are going to deal with this motion. The motion by Sheke Winkle Holding, our gear can be found in the invitation to the Annual General Meeting and it's being shown on screen. So I will forego reading it out. At this point, the Board of Directors by majority recommends to reject this motion. No one else has signed up to speak, so I suggest that we proceed to the vote.
Let me point out that pursuant to Article 693 of the Swiss Code of Obligation, the voting privilege of the bearer shares does not apply. And on this item, voting force voting power is based on the power value of the shares. So please use your voting device and again make sure to hit the right button. If you wish to follow the Board's proposal, please press red for Moe. If you wish to approve the proposal by SWH, press green for yes.
And if you wish to abstain, press the amber button. Voting time is on now. I hear with note that SWH's motion with regard to a special audit has been rejected. Thank you very much for your trust. This brings us to the conclusion of the formal part of this year's Annual General Meeting.
And again, we have come to the end of another historical Annual General Meeting of Sika. Once more, we have experienced an Annual General Meeting providing overwhelming support from you esteemed shareholders, support for the course steered by the Board of Directors of Sika with regard to the hostile takeover attempt by Sangaba. You have shown once more that you are supporting us. And for this, I would like to thank you very much at this point. With your statements, you have contributed to the current Board of Directors and the current group management to be able to continue managing this business and retaining preserving the value of Seeker and further improving and enhancing it.
In conclusion, esteemed shareholders, I would like to thank you very much for your loyalty with Sika and your trust in the Board of Directors and the Group Management.
We are
going to do everything in our power to continue to justify your trust in future. At this point, I would like to announce that the next, the 51st Annual General Meeting will be held on April 9, 2019. And I hope that at this next Annual General Meeting, we will be able to open up a new chapter in the history of Sika. I herewith declare I know, we've got someone who wishes to speak. It's a friendly statement that you're going to hear.
Thank you very much for giving me the floor or us. First of all, congratulations on your reelection. I would like to say a few personal words of gratitude to Barr. On behalf of the employees, we would like to thank you very cordially for being so committed to SECUR and us. This Annual General Meeting was a positive example showing your excellent management of the Annual General Meeting and that you've been doing the right thing.
You've been defending SEEKA and us, our values. This really deserves a lot of praise. Thank you very much.