Ladies and gentlemen, thank you for coming here just a little over 3 months after our annual general meeting, for the second time in such large numbers to Baar. In this extraordinary general meeting, the focus will be on the attempted hostile takeover of Sika by Saint-Gobain. This is why we are particularly pleased that so many shareholders, employees, and politicians have come here today. This is an impressive demonstration of how important the future of this successful, long-established company is to all of you. It is my particular pleasure to greet National Council Doris Fiala from Zurich, and her colleagues, National Councils Karl Vogler from the canton of Obwalden, and Markus Lehmann from Basel-City today. I would also like to welcome representatives of the media, and a warm welcome goes out to all of those following today's general meeting by internet broadcast.
I'd also like to welcome members of group management who are fully represented today. I would also like to welcome representatives of senior management of Sika present today, and the numerous employees who make a decisive contribution to the success of Sika around the world. With me on stage today are Jan Jenisch, CEO of Sika, Adrian Widmer, CFO, and Stefan Mösli, General Counsel and Secretary of the Board of Directors. For today's extraordinary general meeting, we have scheduled the following agenda. Following the Constitution, our CEO, Jan Jenisch, will present the half-year figures. I will make a statement on behalf of the board of directors before we then proceed to the various agenda items. Ladies and gentlemen, we now begin with the constitution of our general meeting.
With the publication in the Swiss Official Gazette of Commerce on 1st of July, 2015, and also by written invitation to all registered shareholders sent out on 1st of July, 2015, this extraordinary general meeting was convened in accordance with the articles of association and Swiss law and in due form and time. The invitation contained the various agenda items in accordance with the resolution of the ordinary general meeting on 14th of April, 2015, and the proposals of the board of directors to the various listed agenda items. In a letter from 19th of June 2015, Schenker-Winkler Holding AG informed the board of directors of Sika that their proposals would now be limited only to the removal from office of Mr. Daniel J. Sauter.
Since the agenda items of today's meeting had already been decided upon in a binding fashion by the general meeting on 14th of April, 2015, this letter from Schenker-Winkler Holding AG has no influence on today's list of agenda items. The chairmanship of this meeting will be held by myself as the chairman of the board, in accordance with the articles of association. Our minute taker today will yet again be Stefan Mösli. I thank him for assuming this task. In that connection, I would point out to you again that this general meeting is being recorded by video and broadcast live on the internet. The minutes of the general meeting, and also the presentations, will be available by internet or can be sent to you if requested. We now come to the appointment of the tellers, vote counters.
Their services will only be required in case of a failure of the electronic voting system. You can see here a list of the names of the persons assuming this task. Head teller today will be Kathrin Reichenstein. I also thank the ladies and gentlemen from the tellers team for assuming this task. Our independent voting proxy will be head Dr. Max Brändli. I welcome him here today. He is an attorney at law in Zug. He will vote in accordance with instructions given to him by shareholders. I also thank Mr Brändli for taking over this mandate, and would ask him to kindly stand up for a moment. Thank you. Shareholders were able to take part in today's general meeting, also by electronically issued authorizations and instructions to the independent voting proxy. Which they could issue by internet.
This is in accordance with the ordinance against excessive compensations with respect to limited stock corporations or OAEC. Electronic participation, or rather modifications of instructions issued by these means, were still possible until Wednesday the 22nd of July, 11:59 PM. I would also like to thank Mr. Dominik Slappnig and his team for organizing this event. Shareholders who wish to speak on the various agenda items will have the opportunity to do so and bring their contribution to the respective agenda item at the speaker's desk, and the raised questions will then be replied to. If you wish to speak on one of the agenda items, I would kindly request you register as soon as possible with our speakers registration desk, stating your name, first name, and place of residence, or rather the name and seat of the company that you are representing.
You have had the opportunity to do so since the opening of the venue. I would kindly ask speakers to take into account that this general meeting is being recorded on video and will be broadcast live in the internet. In order to be able to conclude this meeting within a reasonable timeframe, we have limited speaking time to three minutes as a rule. The remaining speaking time will be shown with a clock at the speaker's desk. As soon as the time is up, I would kindly request you to bring your contribution to a close. Speakers who disregard this limitation will be asked to conclude one more time and finally interrupted. Furthermore, I reserve the right to further limitations on speaking time should this prove necessary. The number of shareholders present, the represented votes, and share capital will be continuously updated.
I will notify you of the attendance figures before voting on agenda item one. I take note of the fact that today's general meeting was convened in accordance with the articles of association and the law, and is thereby quorum for all agenda items. Are there any objections to these findings? There are not. After the constitution of today's general meeting, we now come to the half-year figures for 2015's first half year. Our CEO, Jan Jenisch, will now explain to you the positive business development of Sika in the first half year of 2015. Jan, the floor is yours.
Dear shareholders, this morning we presented our half-year figures for 2015, it is my great pleasure to present them to you in detail today, especially since we have reached new records despite the strong Swiss franc and some difficult market conditions worldwide, and the irritation caused by the attempted takeover. Our employees together have achieved new record results. We've been able to keep up the growth dynamic and increase volumes by over 5%. Once again, we were able to significantly improve the margins with a result of +8% and net profits of +11.1%. On the sales side, developments were different in various areas. In Europe, it was still a bit slow in the beginning of this year. In China, we saw negative volumes in China, Brazil, Russia, and France. In most of the other markets, we are very strong.
We had double-digit growth in Eastern Europe, in Africa, the Middle East, in all of Latin America, in the U.S.A., Southeast Asia, and the Pacific region. That is a really excellent result in my opinion. Of course, the Swiss franc remains a difficult element. There we have a slight reduction of 1.2%. There's not much we can do about that at the moment. To give you an idea of the scale of these fluctuations in exchange rates, if we would consolidate in EUR, we would have had a growth of over 14% in the first half year. As all of you know, the exchange rate dropped from 1.2 to 1.04.
It is all the more pleasing that our company has managed to implement all these continuous improvements that are initiated on a worldwide scale with a growth in volume and a little bit of support from the commodity markets to reach new record levels. Beyond the figures, I'm even more pleased that there are new growth initiatives that have been started. We have four new plants that have been opened in growing markets in the United Arab Emirates, Dubai, in Sri Lanka, La Reunion, and Paraguay. In each of these countries, new plants were opened. With Myanmar, we have country number 91 with own Sika operations. These are 100% subsidiaries in 91 countries. Let's take a little look at details.
Profit and loss shows you here the positive effect, how we were able to improve net sales, net profit and cash flow, therefore achieved a record half year. Looking at the various regions. Sorry, I only pressed once, or maybe just one of us will press. All right. In North America, we have a really great result. We had over 10% growth in the first half year in the U.S., a little less in Canada, all of which resulted in 8.2% of growth, particularly by opening the new plants last year, that went operational last year, in Denver, Colorado and Georgia, Atlanta. An additional mortar business that we acquired in San Francisco, BMI. We were able to initiate more growth and we are already seeing the first results.
Latin America is a long-standing success story for Sika. You see, even in a relatively difficult market environment, with a big market crisis in Brazil, that also has implications for the other countries, low oil prices, et cetera, we were still able to realize growth of over 13%. Despite foreign exchange effects, we were able to gain a profit in CHF. In Europe, Middle East and Africa, we have a good growth as well of almost 4%. Many countries grew very strongly, especially Eastern Europe, Poland, Czech Republic, Romania. Our Africa strategy that we presented to you three months ago during the annual general meeting is showing very good results and we have double-digit growth here as well. In Asia, we are also in a very strong position, except in China we are seeing a slump in all markets.
We have negative results in sales, we're able to balance this with growth in Japan and double-digit growth in Southeast Asia and the Pacific. I did press the button. Maybe ask somebody else to do so. We talked about the margins already. We have a program at Sika that through growth, we are trying to continuously develop improvement measures and improve our margins. Here you can see the impressive developments of the last four years. On the one side, we have sales or the EBIT, rather, with margins up to 11%. The effect is even more pronounced in net profits. We've had an improvement every year here as well, and once again, so in 2015. Some details on our new plants. We already mentioned the new plants in Dubai, La Reunion, Sri Lanka and Paraguay.
In the meantime, in the last three years, we have opened 26 new plants. This shows our optimism that we expect more growth here in the future. Myanmar is the 91st subsidiary we have founded, and also here, we have a high operating speed. There are still some countries without their own Sika subsidiary, and during the last three and a half years, we opened 14 new subsidiaries in different countries. We are also specialized in taking over small and medium-sized companies, and during the first half year, we had a record five new acquisitions of small and medium-sized companies. For example, in Mozambique, we found a little pearl in the mortar business, a first mover in Mozambique, who already had opened a mortar factory and business. We welcomed them into the fold.
In the U.S., in the very strongly growing California market, we were able to acquire BMI, a mortar factory. That will also accelerate our growth in that region. Worldwide, we have acquired Axson Technologies, who is a leader in resin technology worldwide. That looks very promising as well, in combination with our own business in the industry. In Australia, we took over a leading mortar producer with two factories in Sydney and Brisbane, and is now part of the Sika family. In Italy, we have a 50/50 joint venture with the cements producer, Italcementi, and we have turned this into a 100% Sika-owned company. You can see, the first year was very successful for us. Looking at the outlook, we are expecting a good second half year. In Western Europe, Germany, and England, we are expecting more growth impulses.
At the same time, a continuation of good growth rates in all these markets, such as the U.S., Latin America, Middle East, and Africa, which makes us very optimistic that we can also realize our goals in the second half year. A little bit of a headache remains in some markets, such as China, Brazil, Russia, and France. We don't expect things to turn around there so quickly, but we are ready for it, but we're not expecting any major turnaround there in the next half year. We were able to deal with the appreciation of the Swiss francs well, and this is due to measures that we already initiated in part in the last year, and they are now being implemented together with our employees. We are also optimistic with regards to the margins. We expect an above average rise in margins also in the second half year.
I believe looking at the first half year figures, you can probably imagine that this year has been a special challenge. The hostile takeover attempt by Saint-Gobain has, of course, caused a lot of irritation with management, with our management teams worldwide, and with our 17,000 employees. I think in many other companies, such a situation would have had grave consequences, negative impact on business, production, and so forth. The opposite was the case. It has brought us closer together, if anything, and our employees have shown what the Sika Spirit really is and what it means to bring top performances every day and to work together effectively. Sika Spirit is not just an empty word, but it is something that we live by every day. For that, I would like to thank everybody, our 17,000 employees that have shown this very impressively during the last half year.
Thank you very much. I would like to conclude with a huge thank you to all our 17,000 employees for their performance, their loyalty, and I'm looking forward to work together with you in future as well. Thank you very much.
Thank you very much, Jan, for this presentation. Ladies and gentlemen, as you can see, Sika is moving along with undiminished momentum, both in operational terms and also strategically. The Board of Directors feels that it's an important concern that the operational business should not suffer from our efforts to fight off the hostile takeover attempt and that we continue to pursue our strategy until 2018, and therefore proud that we've been able to achieve this objective in the past eight months, and that since December, we've not had a single notice of termination from our executive management. Jan, I congratulate you, your team, and the entire management and all the employees on this good performance, and I'd like to thank everyone for their great commitment and dedication.
Such a performance, given the difficult environment and conditions of months of a struggle to defend ourselves, deserves our special respect and a big applause. Ladies and gentlemen, this brings me to the statement of the Board of Directors regarding the current situation. The situation confronting us at today's extraordinary general meeting has not changed since the annual general meeting 3 months ago. The Board of Directors remains resolutely opposed to the proposed takeover of Sika, and hence, it continues to reject the proposals put forward once again by the Schenker-Winkler Holding AG to remove the independent board members from office. As we did at the annual general meeting, we are once again relying on your support of our shareholders today. For what is at stake here is no less than the future of Sika and its nearly 17,000 employees.
The Board of Directors and the Group Management are firmly resolved to continue the company's success story with your support, of course. At this point, let me briefly explain once more why the Board of Directors is so adamantly opposed to the takeover plans and why it enjoys the support of an impressive and constantly growing number of investors, employees, analysts, and politicians. Our opposition is based both on business management and industrial considerations, also on legal grounds. These have been unchanged for nearly 8 months, and they are closely interrelated. Let me start by talking about the business management industrial considerations. At the annual general meeting, I already reported on this in detail. I will therefore confine myself today to the key points. First of all, we cannot see any industrial logic.
Saint-Gobain is a buyer with its own strategic intentions, these will inevitably lead to conflicts with Sika's successful strategy so far. Saint-Gobain intends to fully consolidate Sika despite the fact that it only holds 60% of our share capital, it cites extensive synergies as justification for the exorbitant purchase price. The differences in the ownership structure make a complete integration impossible. On the contrary, any sort of cooperation would require strict adherence to the arm's length principle. The synergies cited by Saint-Gobain are thus entirely unrealistic because countless agreements between Saint-Gobain and Sika companies would be necessary in every individual country, the special experts elected by the public shareholders at the annual general meeting would have to scrutinize these agreements for compliance with the arm's length principle.
This enormous bureaucracy would erode Sika's hitherto simple management structure, streamlined structure with clearly assigned results-based responsibilities, undermine our employees' market focus and motivation. In other words, everything that has made Sika so successful would be put in question. Once again, I would like to clearly reiterate that Sika has successfully proven in the past few years that it does not have to rely on a strategic partner. Secondly, Saint-Gobain would like to gain control of Sika with just 16% of Sika's share capital. To achieve this, it's paying the sellers a premium in excess of 80%. The synergies that it anticipates cannot justify this premium, this makes it clear that the plans of which we're aware so far will not be the end of the matter.
Saint-Gobain will be compelled for economic reasons to take further-reaching measures in order to justify the purchase price vis-à-vis its own shareholders. Therefore, we give no credence to Mr. de Chalendar's assurances that the takeover is also in Sika's interests. It cannot be in the interest of Saint-Gobain for the bearer share to have a high price, because a low price would enable it to increase its stake in Sika by buying shares in the market, thus lowering the total purchase price. The board of directors is still wondering, therefore, about what Saint-Gobain's true intentions are. Our next point, that public shareholders would not be appropriately represented on the board of directors. Up to now, the Sika board of directors has always been made up of a majority of independent members. Saint-Gobain now wants a majority and the chairmanship for itself.
That would be the exact opposite of good corporate governance that we have had at Sika for decades. What would be the consequences for public shareholders? Although they would not hold the majority of the share capital, they would no longer be effectively represented on the board of directors. They would be therefore at Saint-Gobain's mercy. Saint-Gobain is a direct competitor of Sika. Saint-Gobain is Sika's largest competitor worldwide in the lucrative mortar business. We compete directly with its Weber brand in some 50 countries. Weber has competitor products for 95% of ours. Saint-Gobain views this just as an opportunity to have Weber and Sika compete against each other under the same roof. As I said, for 95% of our products, there are competitive products from Weber. Saint-Gobain sees this transaction as a way to have Weber and Sika compete against one another, and a different ownership structure.
Weber is a wholly owned subsidiary of Saint-Gobain, while only 60% of Sika would belong to Saint-Gobain. Because of this, it's inevitable that Sika would be disadvantaged by insoluble conflicts of interest. Saint-Gobain would have a major natural interest in giving preference to its own business when it came to opportunities for acquisitions or new business opportunities, for instance. Further on, Sika would lose its excellent financial rating. Last December, Standard & Poor's announced that if the transaction went through, it would bring Sika's credit rating down to the level of Saint-Gobain. This would mean considerably higher refinancing challenges for Sika, especially if interest rates go up, and Sika's market reputation would suffer long-term damage. To summarize, this means that Sika's growth model and its strategy 2018 are seriously at risk, and there'd be a serious danger of the company being undermined to the detriment of its public shareholders.
Let's move on to the legal grounds. Ever since Sika was established in 1968, its articles of association have included what is known as a restriction of transferability clause. Allow me to quote from Article 4, and you can see the text here also on the screen.
The Board of Directors reserves the right to refuse an inquirer of registered shares as a shareholder if the number of registered shares held by the latter exceeds 5% of the total number of registered shares entered in the commercial register." It goes on to say, "Natural persons or legal entities or partnerships which act in concert with a view to circumventing registration limitations are regarded as a single buyer under these provisions." With very few exceptions, Sika registered shares are held only by the Burkard family, so Article 4 of the articles of association is therefore only relevant to a sale of registered shares by the family. The family expressly consented to the inclusion of this article to the articles of association.
Could be suspended only, however, with the consent of public shareholders, because the articles of association require two-thirds of the votes and a majority of the share capital. It is entirely obvious that the restriction on transferability is intended first and foremost to protect public shareholders and Sika itself. The Board of Directors should be able to have its say about a substantial sale of registered shares. As the majority of the Board of Directors is independent, the board is in a position to represent the interests of public shareholders effectively. The questions that the Board of Directors is asking are therefore obvious. Should Article 4 of the articles of association, i.e. the restriction of transferability, not also be applied when registered shares are sold indirectly? The situation is comparable to a situation where real estate is not supposed to be sold to foreigners.
Instead of selling the property directly, the company that owns it is simply sold. This is, I think, a clear case of circumvention, why should it be different with regard to shares? Secondly, is it permissible for the family and Saint-Gobain to be able to reshuffle the Board of Directors at this stage so that the first question can never be considered? In this case, as far as these two questions are concerned, there's not yet any legally binding court decision. However, the Board of Directors would like to obtain such a decision and to maintain the status quo until such a decision is handed down.
Apparent to us from the verdicts and the judgments of the Cantonal and Supreme Court of Zug, that both these instances, both these courts, are of the opinion that these questions, crucial as they are to Sika's future, must be decided by due process of law. The Supreme Court's judgment is clear. Until these questions are resolved by due process of law, the Board of Directors is entitled to maintain the status quo in the Board of Directors. Parts of the Supreme Court's judgment, which now have as the force of law, are worth quoting verbatim.
Supreme Court acknowledges, first of all, that Sika would lose its independence after its assimilation, after its integration, incorporation into Saint-Gobain. I quote, "If the requested interim measures were granted due to the parameter change of control, Sika would face the integration into the group of Saint-Gobain as soon as the required merger control approval for this transaction has been obtained." Sika would in all likelihood irreversibly lose its economic independence, whereby Sika, its public shareholders, as well as its other stakeholders, may plausibly suffer substantial disadvantages. The Supreme Court also acknowledges the inherent conflict of interest between Sika and Saint-Gobain. Again, I quote, "It cannot be denied that in the present constellation, the interests of a major corporation would collide with the interests of a dependent Sika and those of other stakeholders.
There's a danger that even with the best intentions, and even if the rules of corporate governance and statutory provisions were observed, discretionary decisions would be taken in which the interests of Saint-Gobain would be emphasized." Furthermore, the Supreme Court acknowledges the board of directors' efforts to fend off the attempted takeover. I quote once again, "It cannot be said, however, that Sika had no grounds whatsoever to oppose the premature change of control and to maintain the status quo where possible, until there has been a final decision on the applicability of the share transfer restriction as provided for in the articles of association." These are very strong statements. Hence, the Supreme Court legitimizes our actions with its judgment. We therefore are firmly resolved to hold on to our present course.
This means that the board of directors will maintain the status quo found legitimate by the Supreme Court until such time as a court rules on the question of restrictive transferability. For this reason, we cannot accept SWH's recent proposal to remove only one member of the board of directors any more than we can accept the proposed election of Dr. Roesle to the board of directors as its chairman. SWH's sole intention submitting these two proposals to destabilize Sika's management. During this critical period of time, which may unfortunately not be over anytime soon, stable management is crucially important for the success of the operational business. Nor shall we be pushed off course by the news from FINMA, which SWH inflated to a ruling a week ago. Our position on this is as follows.
The only communication from FINMA is an email to Saint-Gobain's legal representative stating that no disclosure obligations had been breached. Once it had filed its report with FINMA, Sika was never involved in the procedure and has no knowledge of FINMA's deliberations. Although we are directly affected, we have never been directly notified by FINMA, the Financial Market Authority. As far as we know, FINMA has not issued a formal substantial ruling. The investigation presumably related only to whether the dissolution of the group had been correctly reported from a technical viewpoint under the stock market law. The FINMA ruling has no effect on the judgment of the board of directors that it remains the intention of Saint-Gobain, SWH, and the Burkard family to circumvent Article 4 of the articles of association by prematurely changing the composition of Sika's board of directors.
In accordance with the ruling of the Zug Supreme Court, the board of directors has therefore once again decided to restrict the voting rights of the registered shares held by the family holding company, SWH, to the extent necessary to maintain the status quo and to prevent a premature transfer of control to Saint-Gobain, i.e., with particular regard to the following agenda items. One, the removal from office of Monika Ribar, Daniel Sauter, and myself. That's the item one on the agenda. Election of Max Roesle as a new member of the board of directors. That's two and three, the election of Max Roesle as chairman of the board of directors. In order to maintain the status quo, the limitation of voting rights ought also to apply to the remuneration of the board of directors, as compensation is closely connected with board appointments.
In order to avoid any If it's not approved, then this also is designed to destabilize the board of directors. Nevertheless, the board of directors has decided not to restrict SWH's voting rights on the agenda item regarding the remuneration of the board of directors in order to avoid any allegation of a potential conflict of interest. All proxy advisors recommend that the board of directors' proposal be accepted. I, therefore, appeal to SWH to approve the compensation in the interest of safeguarding the orderly course of business, pending the court ruling, and to refrain from punishing board members whom it has supported for many years. Let's see what happens and how responsible SWH is. Ladies and gentlemen, in conclusion, permit me to make a personal comment, also on behalf of the other five independent board members and the whole of Sika's group management.
We're deeply impressed by the strong moral support that we are being given by you, our shareholders, and by many of our employees. You are demonstrating that Sika is a great company with a unique spirit, the Sika Spirit, to which it is well worth making a personal commitment. For that, you have our sincere thanks, and we also assure you that we will do whatever we can to enable the Sika success story to continue. We completely understand and support your desire for a rapid resolution of this conflict, and we can only keep repeating that we are ready to talk. We therefore, at a loss, can't understand why Saint-Gobain and the Burkard heirs continue to refuse to discuss the really critical points of this transaction and to join us in seeking a better solution. Merely discussing governance at board level is not sufficient. It's not a solution.
It's too easy to hide behind the argument that the contract's been concluded. It's been signed. It's a done deal. Even contracts that have been signed can be renegotiated if new facts emerge. In fact, Saint-Gobain and the Burkard family have already done this once. It's too easy to try to win over the Sika workforce by placing full-page newspaper ads. The right thing to do would be to finally take seriously the concerns that have been expressed and to stop avoiding a face-to-face discussion. The right Swiss thing to do, most certainly the Sika style, would be to sit down at a table without preconditions and to try and find a solution that's acceptable to all sides. Mr. De Chalendar and Urs, you know where to find us.
Dear shareholders, I thank you very much indeed for your attention. Now I'd like to give you an opportunity to make your comments. The first speaker is Mr. Urs Burkard. Dear participants, after 3 months, unfortunately, we're back here again in the Berghaldenhallen Baar. That's due to the fact that on the 14th of April, the rights of vote of SWH were illegally restricted. Before that, I'd like to thank all the members of the workforce who work for Sika. Without you, nothing would be possible, especially during these difficult times currently. You have heard about the results for the first half. This is something that you've made possible with your commitment and dedication, and you deserve our respect and acknowledgment for this. All the participants here know why my siblings and myself are trying to find a new anchor shareholder.
We still are convinced, and we remain convinced that Saint-Gobain is the right partner for Sika. Saint-Gobain will give enough room for Sika to pursue its own strategy and business plans. Sika will have a new, strong anchor shareholder, which will help and support Sika in difficult times. For the company and the shareholders, the synergies will create added value. As you have read in the press, the European Commission has ruled that the takeover of control by Saint-Gobain was approved. The extensive examination and inquiry has shown that Sika and Saint-Gobain generally, and even in the mortar business, are no direct competitors, as the board of directors keeps emphasizing or suggesting. The products and services of the two groups are complementary.
Sika and Saint-Gobain apparently are a good match. As a founding family, we are confronted with a board of directors which doesn't even say for itself that it's acting in keeping with the law. We are convinced that we are right. The Cantonal and Supreme Court of Zug has not honored our request for interim relief, and the court wants to go through the due process of law. However, some important legal issues were already decided by the authorities and instances in our own interest, and the current opting out was considered to be in keeping with the law. Secondly, the connection between opting out and the transferability of shares is not admissible. FINMA has confirmed that the Burkard family and Saint-Gobain do not form a group under stock market law.
For the limitation of the votes, there's no legal ground that provides for this, nor is there any statutory provision that could justify this. This is and continues to be illegal, unlawful. Unlike what the media say, we have always been ready to talk. We're open for talks, and providing that you do not restrict the substance of the discussion. This presupposes that we will not have to sign any confidential agreement which would exclude the involvement of Saint-Gobain. We again invite the board of directors to sit down at a table with Saint-Gobain and to design corporate governance in such a way that the rights and interests of the shareholders will be maintained in the future, and that added value is created for Sika. Thank you. As far as the legal arguments, I don't want to respond to that.
I've explained our position already, of course, I will gladly accept the offer to have talks, certainly we'll have to go a little bit further than simply talking about good governance. This brings us to the next speaker, Mr. Piet Nieuwpoort.
Mr. Chairman, shareholders, and guests and colleagues. I have a question for Mr. Urs Burkard, first, I want to share my experience with the Burkard family not so long ago. My name is Piet Nieuwpoort. I'm the general manager of Sika Netherlands, I'm the successor of Fritz Burkard, who was general manager from 2005 till 2008. I had a very close and intense working relationship with Fritz. I think everybody who knows Fritz knows also how intense he can be and how outspoken he can be. It's not often that you meet someone with so much ambition and so heartfelt involved for a company like Fritz. It made me proud to work so close with somebody from the family. It really made everybody proud to work with somebody from the family so close.
It's logical that he had so much ambition and heartfelt for the company because he's a major shareholder, he's a descendant from the Sika founder, that's logical. Besides ambition, he always talked about the pride and the passion he had for the Sika company, he shared these values with all the employees. Not only in management team meetings, also in conversations one-to-one, it didn't matter if they came from the warehouse or sales managers. Everybody was involved, really, in his core values, honesty, integrity, and openness. He was very outspoken about that. No compromises. You can imagine what a terrible shock it was in beginning of December when we heard about the takeover. Disbelief, disappointed, also the way it was communicated. Netherlands isn't so big. We are with 135 people, everybody said, "Well, that can't be true.
That must be a mistake." Well, it wasn't a mistake, we are now seven, almost eight months further, still an ongoing hostile takeover is taking place. The way it's communicated, it was not the Sika Spirit way. Just how proud we were on the Sika Spirit, how proud Fritz was on the Sika Spirit. Every meeting he told us, "No compromise on the Sika Spirit. We are a family." At that time, in 2010, the celebration of the 100 year of Sika, we were a family of 16,000 people, also mentioned by Mr. Burkard, he was looking forward for another 100 years of cooperation as a Sika family.
Piet, you have to come to
Okay. I will come to my question. I will come to my question to Mr. Urs Burkard. Please reconsider the sale of your shares to Saint-Gobain and come back to the Sika family if that's still possible. That's my question. Thank you.
Thank you. Urs, want to make a statement? Okay. Next speaker is Herr Dominique Biedermann from Ethos.
Thank you, Chairman. Members of the board, esteemed fellow shareholders. Since the ordinary general meeting on the 14th of April of this year, Ethos has not changed its opinion. The independent members of the board still enjoy our full confidence. That's an opinion which is shared by all the institutional shareholders that we have spoken to in recent weeks. All of us are vehemently opposed to the changes in the board demanded by the Saint-Gobain holding, and not in the interest of Sika, and not in the interest of the shareholders who are independent of the Burkard family. It's nonsense to want to get rid of our chair, Dr. Hälg, and the same applies to Mrs. Ribar and Mr. Sauter. These are three members of the board who have shown their loyalty, their commitment to the independence of the Sika company.
Mr. Roesle as a candidate to be chairman, we see no added value to the board for him to be added to it. Mr. Roesle at the general meeting earlier on this year gave us a long speech, but actually was unable to put across any vision for an independent Sika. That's a position which we cannot accept at any cost. Mr. Burkard, I turn to you next. 8 months nearly have gone by since you tried to sell your 16% capital holding to the competitor Saint-Gobain. 8 months nearly, you tried to do that with an unfair markup of 80% on the true market value. With that procedure, you triggered off a lot of distrust and misunderstanding, not only among your friends, but among the Swiss population at large, people who have a feeling for a social responsibility of company owners for prizes.
Employees, managers, and a vast majority of shareholders are highly disappointed with your lack of loyalty to Sika. Our American friends from the Bill & Melinda Gates Foundation have even filed a lawsuit against you. On behalf of the 220 pension funds and other institutional members of the Ethos Foundation, representing 1.1 million individual policyholders, around 2 billion under administration, I call for you now to start dialogue with Burkard and to find common ground. Our point of view is that I can assure you that a large number of shareholders would be willing to participate in a capital increase as a means to buying your shares off you. I'm convinced that there is a solution available which would permit you and your family to win back the respect of the other shareholders and this country's population at large. I turn to you, my fellow shareholders.
Let's be patient a bit. Let's give the independent members of the board our continued support and trust. On that note, I call on you to be farsighted and to vote clearly against Dr. Hälg being removed from office, Mrs. Gebhard and Mr. Sauter, vote against them being removed from office. Vote against Dr. Roesle being voted onto the board, to vote in favor of the proposal for compensation of the members of the board. Thank you for your kind attention.
Thank you for your
Thank you for your support, Mr. Virani. The next speaker is Trelawny from Fidelity. You have the floor next, sir.
Good morning. My name is Trelawny Williams, and I'm head of corporate finance for Fidelity Worldwide Investment. We're a global investment institution with approximately $275 billion of assets under management, and we're a longstanding investor in Sika with approximately 1.7% of the company. It is not our usual policy to attend general meetings or to make statements. On this occasion, we want to make an exception and to go on the record and reiterate our strong support for the independent directors of Sika and the actions they are taking to protect the interests of the outside shareholders and stakeholders in this company.
We've played our own small part. In conjunction with Cascade Investment and Columbia Threadneedle Investments, at the recent annual general meeting, we jointly sponsored a resolution to establish a special expert committee to review and investigate the future conduct of business of Sika relating to Schenker-Winkler Holding, the Burkard family, and Saint-Gobain. Also to commission a special audit into the events leading up to the announcement of the planned transaction between Schenker-Winkler Holding and Saint-Gobain. We look forward to hearing the outcome of the special audit in due course. Shareholders have been active on a number of fronts. More recently, Cascade Investment filed a lawsuit against Urs Burkard for failing to act in the company's best interests when he negotiated the sale of the family's 16% stake to Saint-Gobain. We are also fully supportive of this action.
One of the encouraging features of the current dispute is the extent to which a range of stakeholders have actively taken steps to ensure that they are treated fairly. My purpose today, however, is to pay particular tribute to the independent directors of Sika, as well as to the other members of the management and staff who together make Sika the company it is. The independent directors could have had no idea when they first became directors of this company that they would have to face the circumstances which have arisen. At some risk to themselves, they've taken a principled stand to do what they think is right.
As directors, they have an obligation to represent the interests of all of the shareholders, and in particular, to ensure that the interests of one of a small group of shareholders is not pursued at the expense of the majority and the interests of the company as a whole. This is the task they have undertaken, and I think I speak for the majority of the people in this room when I say that we wish them every success in their endeavors, and we stand ready to provide assistance in whatever manner we can. Thank you very much.
Thank you very much for your support, Williams. Next speaker is Freddy Rechsteiner. Freddy Rechsteiner is the next speaker. Please. The senior manager in France. You've heard my name, ladies and gentlemen, Freddy Rechsteiner. As you've also heard, I've been manager for Sika in France and worked for the company there for more than 35 years. I'm also one of the outside shareholders. Urs Burkard, I turn to you. Sika is a magnificent company, and I've always worked for this company with a great deal of joy and commitment. Thanks to the support that I've had from the family, we together have become a world market leader in our industry. Today, the company is threatened, and the Sika Spirit, in particular, is threatened. Despite what has been said on both sides, you've decided to sell your share in the company to Saint-Gobain.
I would say that's your right, for me and for many other employees, it's a huge disappointment. The planned sale to Saint-Gobain is not in the interest of us, the employees, and it's not fair to the public shareholders, the outside shareholders. We're afraid that Sika would lose its uniqueness as part of this large conglomerate. As things have been launched now, I believe that only losers are going to remain at the end of this exercise. It's not too late to find other solutions. Better solutions are available, and they've already been hinted at today. I appeal to you, Urs Burkard, and the other members of the family. I appeal to you to look for other solutions, to offer us better solutions.
In that way, I think it would be possible, at the end of the day, to arrive at a solution which we could call a win-win one. In that spirit, Urs Burkard, I call on you, too, to rethink your point of view. Thank you, Mr. Rechsteiner. The next speaker is Markus Lehmann, a Member of the National Council sitting for Basel-Stadt. Chairman of the board, members of the board, ladies and gentlemen, and my fellow shareholders and investors, much esteemed employees, ladies and gentlemen in general, three months ago, it was my honor to address you as a guest at your general meeting. I called on the Burkard family to review its proposed deal with Saint-Gobain and to propose fairer, more balanced solutions to the independent members of the board. Unfortunately, my hope and the hope of management and employees have not fulfilled.
The invitation today to address you is something that I've been happy to accept. It's intolerable for me that the majority of shareholders and board of an exemplary Swiss company has, for many years, had to fight a hard legal battle publicly for months. I think it very much speaks in favor of management and employees that a company with worldwide activities has remained successful. I offer my respects to you, and I congratulate you on that. It seems too that the securities market supports the board's approach, and the market has more trust in an independent Sika than does today's majority holder. As a center-right politician, I'm in favor of creating positive framework conditions which will strengthen us here in Switzerland and Switzerland as an industrial base and leave out anything which would harm Switzerland as an industrial base.
That being so, legislation for one particular situation just for family-owned companies should, if at all possible, be avoided. A lex Sika, a specialized Sika law, would not guarantee jobs. It would have the effect of placing handcuffs on other companies in looking for suitable solutions for their succession issues. Switzerland rightly places trust in a feeling of responsibility and entrepreneurial thinking. That has helped to nourish our success formula. The Schindler family wants to strengthen the rights of minorities without being legally forced to do that. Why you and your family, Mr. Burkard, can't you do that too? I call on you to abandon the lengthy, expensive court battle and to come and sit and take your seat honestly at the negotiating table.
You would not only do a service for Sika and its employees by doing that, but you'd also be doing a service for all other companies that face a similarly tough succession issue. You would take pressure off those of us in politics to regulate yet again. All active politicians who are in favor of a propitious business environment for business would be thankful to you for that. Thank you.
Thank you, Mr. Lehmann. The next speaker is Karl Vogler, also a member of the National Council. He is sitting for Obwalden. Mr. Chairman, members of the board, shareholders, employees, and ladies and gentlemen. Something over three months ago, I stood at this podium and appealed to the Burkard family to get together with the board and to thrash out a solution in the interest of the company and its employees to work together to find better solutions.
That appeal of mine seemed to have been not heard by the family. I think it's my duty to stand here and speak to you again today and to repeat that appeal with even greater emphasis. The best parties involved in this drama, I think, have a duty to put an end to the increasing uncertainty in this business and to put an end which will rid us of personal animosities and sensitivities, and also an end to this will be in the interest of Switzerland as a whole, as an industrial base. Ladies and gentlemen, property represents a commitment to react responsibly in an entrepreneurial spirit and also to yield to higher interests too. I would say, considering the tough competitive situation, a company should not spend the time dealing with itself. A company must be able to focus all its efforts on the market.
Sustainable solutions, ladies and gentlemen, have been put forward, they need to be found even more urgently than last time because the court battles have sort of damaged things over the whole company and everyone working for it. It will take years until we have legal certainty created through the courts. The courts of Canton Zug have rejected the interim solution against the holding of the family, and I'm really wondering whether a full-scale proceeding would lead the courts to any different solution. The majority holder in the Schindler Group, the Schindler Group, we are told, want to avoid the occurrence of a second case within their group. What the specific case is going to look like is not clear at present, but it is clear that the interest of majority shareholders would actually, in future, be given due consideration eventually selling the majority holding.
It can't be, ladies and gentlemen, the fate of one of the most successful Swiss industrial companies has to be decided on by a court of law. This leads to more pressure on government, on parliament, to introduce new rules because of an individual case. A change in course, Mr. Burkard, by you, could, in coming weeks, help to write Swiss industrial history. You have this opportunity in your hands. I urge you to take it.
I thank you for your comments, Mr. Vogler. The next speaker is Doris Fiala from Zurich. Mr. Chairman, members of the board, my fellow shareholders and investors, and employees of the Sika AG, ladies and gentlemen. Of recent months, the independent members of the board and the majority shareholders have, before the media and publicly, had a tough fight.
I have felt anger myself at the proposed transaction, as an advocate of a liberal point of view, not a politician who wants to get involved in every conflict and place handcuffs on throughout industry. I certainly believe that private property is an important principle. Let me say a few things. First of all, as the president of Swiss Plastics. Secondly, as someone responsible for communication agents. Thirdly, as a politician. In our association, Sika has always been put forward as a pioneer in innovation and also with regards to social responsibility. Corporate social responsibility, if I may use the English term. Indeed, on a world scale. It does work for our own association, and no one would challenge that Sika has a top-level management, and that's been shown in the results of the first half year.
In my other capacity as a communication advisor, ladies and gentlemen, I feel what's consternated that the board, here I quote Urs Burkard, would have been better to listen if it had wanted to be better informed of a possible sale. That's nonsense, really. How can a board assume responsibility for a company and its strategy if it first of all has to listen to what is going on elsewhere and see if somewhere on the grapevine it can hear that there might be a sale somewhere, possibly neutral? In my third capacity as a politician, ladies and gentlemen, I do feel somewhat uncertain. As a liberal, a person who's been fighting for less red tape, more liberalization, as a promoter of a free economy, someone who's always voted in that direction.
I'm trying to fight against the monster bureaucracy, yet then because of moral failings of people center-right in politics, people on the left and the center in politics are given the very weapon to be able to introduce new and more regulation, new and more laws. This is instrumentalized by them and will work to the disadvantage of the whole of business at the end of the day. When we speak about moral shortcomings and the disaster financial center, also here today, we find Sika facing the risk of new regulations resulting as an outcome of the situation we face today. As a politician, I know all too well that internal conflicts carried out in public can only benefit competitors, the media, and the legal professionals.
I appeal to you, Mr. Burkard, and to the whole of your family to get into a serious debate with the board as soon as possible to find better solutions. Don't have this matter sorted out by the courts. You've got the key in your hand to solve this. You simply have to use it and to open the door for a better solution for the benefit of shareholders, on all stakeholders, indeed, the benefit of Swiss business and in favor of a liberal economic order. Thank you.
Thank you very much for your passionate speech, Mrs. Fiala. Next, we have Christian Eyholzer, Sika employee.
Dear chairman of the board, Mr. Burkard, members of the board and shareholders, and dear colleagues. I am president of the employee commission in Zurich, representing approximately 1,000 employees from different Sika organizations, together with the sections Düdingen and Sarnen. Our commission in Switzerland, AGK, represents thousands of employees. This commission was started by the family Burkard, and until now, it serves the purpose of forming a connection between management and employees to represent the interests of employees and to negotiate them with management. This differentiates it from a union since it was founded by the founder family of the company or from a works council, and therefore, it has always enjoyed a special status within the company, not only with the founding family but with the entire management.
AGK wrote a letter earlier this year to the members of the family expressing its disappointment with the news about the proposed sale of Sika to Saint-Gobain and appealed to the sense of responsibility of the family towards their employees. The response to this letter from employees has been overwhelmingly positive. Until now, we have yet not received a reply from the family. At the last meeting, you, Mr. Burkard, insinuated that the letter had been dictated by the board, so it's very disappointing that you obviously don't take your own employees seriously. The Burkard family formed a protective shield of the company for many years and always stressed how important the family was for Sika and for the employees. Mr. Burkard, you, however, are also responsible for all 17,000 employees of Sika.
The family has always gained the trust of employees by speaking out against selling the company, now you're doing just that. The assurances of the Burkard family and Saint-Gobain's management that the sale will be the best solution for Sika does not convince the employees. Mr. De Chalendar has merely issued a letter of intent that he does not intend to close any sites, this is insufficient to appease any doubts of the employees. We expect that the synergies will be to the detriment of the employees ultimately. For this reason, the European Works Council, wherein we're also represented, has asked Mr. De Chalendar in a letter to take a clear and binding position vis-à-vis the employees. We refer to three points in case of a transition of control to Saint-Gobain.
First, an assurance of further employment for all sites, no deterioration of existing salary structures, thirdly, no reduction of social payments. Furthermore, it is unclear how the synergies in themselves should justify such a high purchase price. We still have the suspicion that the intention is to ultimately sell off parts of Sika. Due to all these reservations, we continue to support the board of directors in trying to find a different solution. We are well aware that there have been no results yet despite all parties assuring that they wish to seek dialogue. On the contrary, it seems that the tone has hardened somewhat. For the employees, this whole insecurity together with the lawsuits is not good news. It seems to them that this is their compensation for their hard work by which they demonstrated their ongoing commitment to the company.
Until, however, we have an alternative proposed by the Burkard family, we understand that there is no alternative. I would like to end with an appeal to you, Mr. Burkard. I hope that there is still a possibility of finding a solution that is acceptable for all sides. Thank you very much.
Thank you, Mr. Eyholzer. Next speaker, Hilmar Langensand from zCapital. Dear board members, esteemed fellow shareholders. My name is Hilmar Langensand. I'm floor manager of the independent asset manager, zCapital. Here in Zug, we manage approximately CHF 700 million. Most of our clients are pension funds and insurances. Therefore, we are managing assets that constitute the pensions of many people in this country. Since our foundation seven years ago, we have invested in Sika, and currently, we hold Sika shares of approximately CHF 22 million.
When purchasing these shares, we analyzed the corporate governance of this company, we knew that this structure with voting rights and opting out was probably problematic, but we were convinced that the Burkard family had a real interest in a long-term success of Sika. We put trust into their regular assurances that they would act in the best interest of the company. The news of December 8th of the proposed sale of Sika to Saint-Gobain came as a total shock. Not only did the family mislead the top management, or rather, completely turn around the Sika Spirit. Because of the slump of Sika shares, we suffered damage for our customers. I can tell you the share would probably be worth CHF 1,000 more today with the sensational figures we've seen in the first half year.
Only thanks to the courageous intervention of the independent board members under the leadership of Paul Hälg, Sika is not controlled by Saint-Gobain yet. We are still hopeful for a positive conclusion of this story. What we see here is the importance of independent board members in family-owned companies. Who else, in a situation such as this, could represent the interests of their shareholders with a capital majority? Therefore, we would like to thank all independent board members for their commitment. During the past months, they have showed great courage and readiness to take a risk in their commitment to the employees, but also to us as minority shareholders. I would also like to thank Jan Jenisch and his management team and the whole global management.
Despite a very high level of insecurity, they have stayed loyal to this company, and it's the unwavering commitment of all employees that has kept Sika's business so successful until now, despite the takeover struggle. Our talks with Saint-Gobain have shown us that the interests of this French company are contrary to those of Sika. This makes us all the more convinced that a success story of Sika can only be continued under the current management. This is why we appeal to the Burkard family to remember the Sika Spirit, to sit down with the board of directors, and preferably without lawyers present. We are all looking for a compromise as good Swiss people. zCapital extends its best wishes to the independent board members and to the employees in these difficult times. All fellow shareholders, we ask you to vote along with us in the spirit of the proposals put forward by the board of directors.
Thank you very much. Thank you, Mr. Langensand. Thank you for your support and your encouragement. Next, we have Bie Claesen. A Sika employee.
Dear chairman, dear shareholders, dear Mr. Burkard. My name is Bie Claesen. I work for Sika Belgium for nearly seven years now, and I address you on behalf of Sika Belgium, of all employees. Why? We were, as many other people here, you've heard, were extremely surprised when we heard the news on the takeover in December last year, especially since this decision was apparently made without any prior communication to the boards or the Council. We decided to vent our apprehensions in a letter that was sent to you in February of this year, to which we never got any reply. I'm very happy to be able to briefly summarize our major concerns. First of all, we worry about the future of our company. Sika has always been the independent, family-owned company for which we've always been very proud to work.
That is simply because mutual trust, respect, and confidence are important to us and to Sika as a company. This whole takeover process so far, this trust, respect, and confidence are not exactly principles that we see reflected. Secondly, we fear for our jobs. We do realize that any takeover implies changes and maybe even job losses. In this particular case, we are extra concerned because the track record of Saint-Gobain is not very positive. You can see how that leaves us in a very uncomfortable position as Sika employees. Thirdly, the company values. We've all learned them. We've all agreed to them. Every single day in our jobs, we apply these values. That is, for instance, integrity, empowerment, transparency, respect. We really don't see these values correspond with the way this takeover transaction has been handled so far.
To cut a long story short, you can consider this another appeal to you as a responsible owner of a family business. We would like to ask you to act carefully and responsibly, and live up to the famous Sika Spirit as your forefathers have always done. The same Sika Spirit is one, so we've always been told, one of the main contributing factors to the success of this company, and the success of building trust, you might say. We deeply regret that we have to say that the events of the past few months, for us, is not how you build trust. Thank you.
Thank you very much. Next speaker is Peter Withall, senior manager. Would work without jacket as well, Peter.
Good morning, everybody. I'm Peter Withall from New Zealand. I'm a Sika shareholder and the area manager for Southeast Asia 2 and the Pacific. I've been with Sika for almost 27 years. Mr. Burkard, for many years now, I've believed in the Sika Spirit and the values communicated to us by your parents and by you. I remember your 100-year celebration speech in Lucerne, where you reinforced your family's ongoing commitment to Sika and your belief in the Sika Spirit. Then when your family gave all staff around the world a 100-year celebration bonus and a special St. Gotthard rock crystal, it showed to me the respect and appreciation that you had for us as employees.
In Davos last year, in October, in front of all of the senior managers and their partners, I thought you reconfirmed your ongoing commitment to Sika. Mr. Burkard, the Sika Spirit is special. It's the backbone of our competitive advantage. It's in the DNA of every Sika employee. That's what drives us. It's something you don't find in other companies, and I believe that's why we're so successful. Like me, many of the senior managers were shocked and disappointed, and we felt betrayed when you made your secret deal with Saint-Gobain. We didn't and still don't see any business logic from Sika's perspective. If Saint-Gobain takes control, many of us believe that the Sika Spirit will be lost forever. Our competitive advantage will melt away, and it will be the end of this great Swiss company founded by your family so many years ago.
I respect your birth right to sell your Sika heritage and move on, and wish you and your family every success and happiness for the future. Please, reconsider your deal with Saint-Gobain. When looking through the eyes of us, the other shareholders and the employees, please ask yourself, does this deal really make good business sense? Does it really leave Sika in a good position for the future? As Sika senior managers, we support the actions of the board of directors and the group management to try and prevent the hostile takeover of this great Swiss company. The ongoing hostility and uncertainty that we keep reading about in the media, I believe, needs to stop. It's bad for our business and it's bad for everyone's reputation. With so much resistance from staff, shareholders, some business analysts, I'm sure there must be a better way for all of us.
In the end, Mr. Burkard, it's your decision. Our fate is in your hands, and I ask that you please sit with the directors and agree on an outcome that is fair and reasonable for all Sika stakeholders and helps us to maintain our treasured Sika Spirit. Thank you.
Thank you very much, Peter. Not much to add. Next speaker is Justin Howell from Cascade.
Mr. Chairman, members of the board, management, fellow shareholders, Sika employees. My name is Justin Howell, and I represent Cascade Investment and the Bill & Melinda Gates Foundation Trust. As we stated at the AGM, we prefer to communicate directly with the company's management and board, but given the stakes, we are compelled to speak out once more against the hostile takeover attempt by Saint-Gobain. The Burkard family's advisors suggest that our opposition to the hostile takeover is based on a mistaken belief that Sika's articles of association prohibit the family from selling its shares. That is incorrect and misleading. Our opposition has never been about a shareholder's right to sell its shares. It is about attempts to ignore protections that benefit all shareholders, protections that the family helped to create and uphold.
In particular, the opting out clause must be considered within Sika's established framework of bearer shareholder protections, including the existence of a majority of independent directors and the ability of those directors to restrict share transfers in connection with a change of control. Those measures, together with the family's longstanding and publicly stated commitment to Sika, assured bearer shareholders that Sika would not fall prey to unwanted and inadvisable takeover bids. It is these same rights and protections that Sika's independent board members are rightly fighting hard to defend. We support their position without reservation. Our opposition also relates to the fact that we believe that Mr. Burkard failed to act in the best interest of Sika. Through the lawsuit that we filed, we intend to see that he is held accountable for that failure.
SWH's advisors have used every trick in the book to frustrate the independent directors' attempt to do the job they were elected to do, including having SWH sue the directors in their personal capacities and try to starve them into submission by refusing to approve their compensation. The modus operandi appears to be, if we cannot convince the board that the transaction makes strategic and financial sense, then we will abuse them until they capitulate. This is unacceptable, an affront to the principles of good corporate governance. Ultimately, not in the best interests of the Burkard family and its legacy. The independent board members were duty-bound to oppose a proposed transaction that is not in the best interest of the company or its shareholders.
Their actions are further supported by the fact that the Burkards' requests, both here and at the AGM, were soundly rejected by multiple shareholder advisory firms as being contrary to best practice and good corporate governance. We have nothing but the deepest admiration for the independent directors of Sika, who have ably guided the company through this tumultuous time. We intend to continue supporting their efforts to act in the best interest of Sika and its shareholders. Therefore, we will vote against the proposals made by the family to remove independent board members. We urge our fellow bearer shareholders to do the same. We also oppose efforts to alter the compensation of the board of directors. Such an action is the antithesis of good governance and stewardship.
We may not agree with Mr. Burkard's actions, but we believe that until it is proven that a director has not acted according to his or her fiduciary duties, it is appropriate that he or she receives fair compensation. Finally, our opposition relates to Saint-Gobain's attempt to force through a transaction that is clearly prejudicial to all Sika stakeholders other than the family. To this point, Saint-Gobain has shown little respect for Sika shareholders, board members, and its management. We would be foolish to assume that things will change if they take control. Saint-Gobain continues to insist that the deal will be concluded soon. Yet, it has extended its agreement with the Burkard family at least six months until June 30, 2016, with an option to extend it even further. Saint-Gobain is right to prepare for a long battle.
It is clear that the proposed transaction will favor Saint-Gobain over Sika if Saint-Gobain is to recoup the huge premium it is offering. As Saint-Gobain and its shareholders contemplate this transaction, they should keep in mind that Sika shareholders will challenge any proposed transactions and corporate actions that misallocate benefits between Sika and Saint-Gobain. Virtually every Sika stakeholder stands to lose if this transaction goes forward, and we will not sit idly by as Saint-Gobain takes Sika for the purposes of consolidation, extracts synergies for its own benefit, and pilfers the company's intellectual property and corporate opportunities. In conclusion, let there be no doubt that we will continue to fight this attempt to circumvent good governance until reason prevails, even if it requires a multiyear battle. Thank you.
Thank you very much, Justin. Next speaker is Yumi.
Shareholders, colleagues, friends, group management, and board of directors. My name is Yumi Kan. I am working with the company for 24 years, more than half of my life. I am now the area manager for Southeast Asia 1. Let's go back on the famous 8th of December. We actually were in a meeting, discussed our very exciting multi-strategy. Then the news broke out. We were all in shock. We didn't see it coming. We didn't understand. Especially, it's just two months after Mr. Burkard took the podium in Davos and promised us 100 years. In fact, the same evening, a few colleagues and myself, we actually have tears. We just couldn't believe it. Not much of analysis, law all in, I just would like to share with you the feelings.
Me and a lot of our people, we belong to the 17,000 out there fighting every day, and it's been eight months, and we didn't stop fighting. We are still there every day, no day less. For what? For the value, for the interest of the shareholder. For us, it's not just a job, it's our life. Not much talk about the structure. We believe that the existing structure have been proven that this is the best structure that we have. It's proven that we are the best performer of its class in the industry. We don't believe that any change or any reinforcement could add any value into this. We actually watch the group management and the Board of Directors going through this fight, put everything on the table.
Just from us out there, we just want to tell you that we respect you a lot, we support you, and in our small way, the only thing we could do now is to continue to go out there and fight for the result and for the performance so that you trust that this is the way we are is the best. Last but not least, I have a daughter of nine years old, and she asked me, she said, "Mommy, how long is Sika going to live?" I don't quite understand the question, but I said, "Mommy think at least another 100 years." She said, "Oh, it's good because I'm nine years old, so that when I'm 24 years old, I still can work for Sika. Please, Sika, wait for me." Thank you.
Thank you, Yumi. Next speaker is Marc Possa from-
The next speaker is Marc Possa from
Chairman, members of the board of directors and of the management, shareholders, and to dear staff members. As a partner of the AG, we are very convinced of the current business model of Sika. For more than 2 decades, we've had investments in Sika. I said this 3 months ago as well. It's not a matter of the Burkard family, which wants to sell, but it's not a matter of the takeover of Sika. To a large extent, it already belongs to foreign investors today, it's not about the fact that Saint-Gobain is one of the biggest competitors of Sika, at least in the mortar business, is trying to take over Sika. The point is, and this is the logic, the point is that because of the proposed transaction, there will be a major risk for the minority shareholders and also for the employees of Sika.
17,000, as we heard today, 17,000 employees. To make Saint-Gobain's investment profitable, Saint-Gobain will have to leverage high synergies, and these synergies will be created where they can benefit 100%, and not only 16%, where they not only own 16%. For us, the outside shareholders, it's still impossible to understand that Saint-Gobain and the Schenker-Winkler Holding cannot understand that the transaction proposed by them ignores the interests of the minority shareholders and jeopardizes them, and also those of the employees, and hence it is untenable. Because of the lack of this understanding, no further improvements have been proposed by the other side, although Paul Hälg and the management have made clearly defined proposals. Why is it that Saint-Gobain and Schenker-Winkler Holding cannot see and cannot defuse that risk for a large number of shareholders? Are they perhaps ill-advised as rational individuals?
Don't you see that mismatch or do you not care about the minority shareholders and the employees? Of course, rights and respect is something that you have to work for every day. You can't buy those things, and you can't inherit them either. Taking over responsibility in life would mean exactly trying to defuse the stalemate so that the interests of everyone were aligned, we'd come to a win-win situation. If you don't want to see this or can't see this, you have not deserved being described as a circumspect patron of a world market leader as Saint-Gobain. Facing the risk of a final court ruling cannot be in the interest of Sika or Saint-Gobain or the Schenker-Winkler Holding.
In this context, Saint-Gobain, Schenker-Winkler Holding including the family who's a part of it, can only be called upon to, at long last, sit together with the Sika management at one table and try and improve this unfortunate transaction so that the existing conflict of interest can be defused and, in future, the Sika Spirit can be put into the focus of interest, and all of these legal skirmishes can stop, even if the lawyers, of course, will have not very much interest in putting a rapid end to these skirmishes. That's why we recommend to support the proposals made by the independent board of directors and to reject systematically all the proposals made by the Schenker-Winkler Group. Thank you very much for your attention and your support. Thank you, Mr. Posser. The next speaker is Mrs. Stachowitz.
Ladies and gentlemen, my name is Zuza Stachowicz. I am an employee representative of Sika in Poland. It's a great honor for me to be able to be here at this important event and to speak to you. I'd like to thank you for this invitation also to speak on behalf of my colleagues in Poland. All of us are very concerned about the future of our company, as we also said in the letter that we wrote to the Burkard family in February this year. Unfortunately, to this day, we have not received any response from the Burkard family. The name Sika, for us, means a unique tradition, independence, and a success story resulting from this. We are a big family of highly committed employees, and in such a family, we want to continue to be in the future.
That is why I very much hope that the results of today's votes will be positive for the future of our entire family, Sika, and that I can tell my colleagues when I get back home that the news are good. We keep our fingers crossed for that. Thank you very much.
Thank you very much. The next speaker is Iain Richards from Threadneedle.
Good afternoon, everyone. I'm Iain Richards, the head of responsible investment at Columbia Threadneedle Investments. We represent individual savers and pension fund beneficiaries. I have to tell you all, I'm a bit disappointed to have to be here today. Not sorry, never sorry when it comes to meeting Sika. Over the many years that we've been shareholders in this wonderful business, we've never been sorry to meet with the Sika people, to be associated with you, and to work with you and alongside you. We're proud to be a small and committed part of this wonderful story. I'm also delighted to look around today and see so many of the Sika people here interested in the business. That means a lot to us as shareholders.
To our board of directors, to the managers, to the innovators in this business, the sales teams, the engineers, all of you here, and so many that couldn't be with us today, I would like to say to you on behalf of the shareholders, thank you. Despite the current circumstances, you continue to demonstrate the professionalism, the excellence, the service to clients, and the performance that we admire and respect. I've come here to show our commitment to you in return. You've heard mention of some of the steps that the shareholders have taken to look after this business and protect it from minority opportunism that seeks to threaten the future of this business. I talked about minority. Despite the PR efforts, let's be clear about some facts.
The majority of the owners of this business, those of us who commit the majority of the capital to support you, are flabbergasted at the wild and completely inconsistent claims that are made to support the rationale for this transaction and what led up to it. We are all too aware as professional investors that the reality behind the PR claims are flawed. None of it adds up, nor does it make any commercial sense for Sika. Mr. Burkard, it saddens me that this situation is totally unnecessary, ill-advised, and seems to be driven by those whose only interest is in the eye-watering transaction fees they want to get their hands on. Just so people are clear, the rumored estimate transaction fees for them are CHF 84 million. That is the rumor going around, and that is the estimate that is on the table. That is a staggering misalignment of interest.
Whichever side of this you are on, when someone digs you into a hole, Mr. Burkard, you need to tell them to stop. There are perfectly good alternatives to the SGO deal that would destroy this business. The family, to achieve your exit, needs to look at them. Once again, Mr. Burkard, I ask you to step back and consider that. Take the time to think about what you are doing. There are those sitting over there around you who will want to block that at any opportunity in any way possible. I appeal to you, amongst family members, talk. Talk amongst yourselves. Talk to us as the big shareholders. Talk to your board of directors. Talk to the executives. Do not listen to the whispering in your ears from your advisors. There are alternatives.
Mr. Burkard, I promise you, there are alternatives, and you will not be disappointed in the constructive, the helpful, and the respectful response that you will receive if you want to reach out. The ball is in your hands. All you need to do is take that step. Thank you.
Thank you very much for your supportive statements. The next speaker is
Good afternoon. I'd like to convey the best wishes to this general meeting from a delegation representing the employees in Hamburg, as you can see looking at our T-shirt that shows us. We are a new, young company in the Sika family. We're pleased to be able to make our statement and to express our convictions, and both to support the Board of Directors and the Group Management against the hostile takeover attempt. My name is Folke Eulen. I've been working at the Hamburg site for 25 years. I'm the Chairwoman of the Works Council. I'm also on the European Works Council of Sika AG. For 15 years, we've been a member of the Sika family only, and we've gone through a takeover before. Before, we were the Tivoli Werke AG, a small family-owned enterprise with 200 employees, located in Hamburg.
With the Burkard family, we had an employer and a principal shareholder who knew that his ownership was also an obligation, i.e., not only seeing its own interests, but also seeing the interests of the employees and the continued existence of the company as a whole. That was something they had to ensure. For that reason, Mr. Burkard, on behalf of the family, at a very early point in time, informed the entire Supervisory Board, the Top Management, the employee representatives. Everybody was involved in his considerations when he was trying to think about who the right buyer would be for Tivoli, who would chart the right course together with us without a loss of jobs in the process. That's what I call responsibility. I think in Hamburg we're very pragmatic. Nobody has a problem with the Burkard family wanting to sell its shares.
Nobody has a problem with it if they want to exit the business. We do have a problem with the way in which that is done. We're used to something else. We're used to good things from Sika, the Sika Group Management, and all the gentlemen who have spoken with us, and who convinced us of the Sika family, and who conveyed a lot of the Sika Spirit to us. We were convinced by these people, and these people were also convinced, and they were as disappointed as we were by the proposed transaction. In 2010, all of us were given this gem as a gift, or maybe it's a mountain crystal. That stands for stability and loyalty. It stands for reliability. I think as employees, that's also what we demand. This is something that you've expected of us in the past 15 years, day in, day out. We gave you this. Mr. Burkard, I'd like to return that gift to you.
Thank you very much, Mrs. Eulen. The next speaker is Mrs. Eva Bouget from SWH. She will speak later, I've just been told. There are no more speakers on my list now. We'll then continue with the agenda or the statutory part of the meeting. Before I start with the agenda items, let me make a few comments with regard to the voting procedure. As you have seen, in our votes, we will be using an electronic voting system, which is operated by the SIX SIS AG.
When you entered the hall, you were given a voting device, and the number of your shares or votes that you represent was registered in your voting device. Once you push the info button, you can see the number for four seconds, and your voting behavior during the entire general meeting will be electronically recorded. Before we start voting, I would like to explain how the voting devices are used, and in fact, I will go through it very briefly. Once I've explained a proposal for a resolution today, and once all the speakers have made their statements, I will officially open the vote. As of this time, your voting devices will be automatically switched to the voting mode, and you'll have 10 seconds then to cast your vote. For electronic voting, you can push one of the three following buttons.
One, the green button for yes, the yellow button for abstention, and a red button for no. If, by accident, you may have pushed the wrong button, you can correct your vote by pushing the right button again. At the end of the 10 seconds, it's no longer possible to cast votes or to correct any votes you may have cast. Sometime later, the result of the vote will be displayed on the screen. To check whether your devices are ready to use, would you please push one of the three colored buttons on your voting device? Now your display should light up, and depending on the button that you pushed, there should be a short text appearing. If the display is not lit now and you don't see any text, then please take your device to the access control desk and have it replaced.
If the electronic voting system were to fail against all expectations, we will take votes openly or in writing. In the event of written votes, the coupons we sent to you will be used for that purpose. If you find during the vote that your device is defective or if you have problems with operating it, please turn again to the people at the access control desk. If during the meeting, if you want to leave the hall, please take your voting device and your voting materials with you. Those shareholders who want to vote against a proposed resolution can have this recorded in the minutes. Please go to the speaker's desk for that purpose. Any shareholder may also demand that explanations given are taken on record.
The exact results of the votes will be recorded in the minutes of this general meeting and will be published later on. Let's now check whether the electronic voting devices are operational, and for that purpose, I'll ask you a test question. Did you know that Hans Wachtmann from Zug, who gave the name to this hall in Baar, was a famous military commander of the Swiss in the 15th century? If I open this functional test, you have 10 seconds to vote either yes, green, no, red, or abstention, yellow. Please take your devices. The test vote is now open. Please push yes, no, or abstention.
Vote is closed and your vote will be shown on display until all the votes have been covered and have been analyzed by the system, the result of the vote should be available in a few moments. Over 85% of you said no. This shows that your knowledge of history has some upside potential. If you found during the vote that your device doesn't work or if you are not sure how to use it, then please, as I said, go to the access control desk. This brings me to those present here at this meeting. On this table, you see the number of shares of votes and the capital represented. So those represented by the independent proxy representatives, those personally present, the shareholders, and the total of the capital and the votes represented.
The shares held by Sika and its subsidiaries cannot vote and hence are not represented here. The total is 401 shareholders that are present in this general meeting. Total numbers of share votes represented is 3,479,249, the total capital represented amounts to CHF 921,043. These figures will be analyzed and published before every vote so that any restrictions on votes can be taken into account. In keeping with our articles of association, the general meeting will adopt its resolutions and carry out elections with an absolute majority of the share votes represented, excluding abstentions as well as empty or invalid votes, unless otherwise provided by law or in the articles of association. Furthermore, the Board of Directors decided for the reasons I mentioned in my statement to restrict the votes of registered shares held by Schenker-Winkler Holding in application of Article 4 of our articles of association.
They are limited to 5% of the total number of registered shares, where agenda items are concerned that have to do with the maintenance of the status quo in terms of corporate governance, this is to prevent a circumvention of the provisions of Article 4. The restriction on voting rights applies therefore to votes on the removal from office of Mrs. Ribar, Mr. Sauter, and myself, the vote on the election of Mr. Max Roesle as a member of the Board of Directors and the vote on the election of Mr. Max Roesle as chairman of the Board of Directors under Item 3 of the agenda. Furthermore, the Board of Directors reserves the right to apply the restriction of voting rights and other applications made, especially with regard to additional proposals and amendments for the above-mentioned reasons, providing that such amendments or proposals are made.
This brings us to the items on the agenda. We will start with Item 1, Removal from Office of Monika Ribar, Daniel Sauter, and myself. We had registered for this statement. Chairman, ladies and gentlemen, my name is Eva Bouget. I am a lawyer in Zurich, I am acting here as the representative of the majority shareholder, Schenker-Winkler Holding AG. I would like to take this on record by the minute taker, that my proposal and answers tonight will be put on record. We have reason to believe that for some votes of the independent proxy representatives, based on instructions, that under the necessary law, the written individual signed proxies are not available for these votes. Votes given without the necessary proxy are not valid.
On behalf of the Schenker-Winkler Holding AG, I therefore would like to put on record that the votes of the independent proxy representative that are not based on valid individual proxies and instructions today cannot be taken into account at this extraordinary general meeting today. I'd also like to put on record that the members of the board of directors, if they were based on statements of my banks, and if these votes are taken into account, that they may violate a custodian voting right, and hence they may be liable to criminal prosecution. To ensure that invalid votes may distort the results of the votes, or may affect the outcome of the votes, I'd like to ask the independent proxy representative to make a statement to give us some information. Dear Mr. Brändli, I'd like to ask you to answer the following questions.
Do you have written proxies from all the shareholders you represent today, either through electronic or written means? Dear colleague, I will answer all of your questions at the same time. Could you please ask all your questions in one go, please? Do you have proxies and instructions given by banks? If so, how many? Do you also have collective authorizations from banks? If so, how many? Have you examined whether these banks, which have given you their authorization in writing or electronically, if they have the necessary proxies from the shareholders they represent? These are my questions.
Right, says Mr. Brändli. I would like to draw attention again to the fact that votes of the Schoepf Company were expected and have been given to me, and I have checked that information, that communication. Other votes given came from Sixt and they were also communicated, again, I've verified that communication. The votes or the proxies that were given that were submitted, we've also examined. You can rest assured that I've fulfilled my duties as a duty of a logistic nature, and I found this in full compliance with my obligations. Thank you very much.
Thank you. Does this take care of your points? We haven't had any figures. We take note of what you said. We put this on record. I'd like to now move on to item one. Under item one, we'll give an opportunity to those who want to speak. First of all, what is item one? Removal from office of Monika Ribar, Dani Sauter, and myself.
The board of directors, as laid down by the articles of association, were in fact elected for a period of one office, until the end of the next annual general meeting. The board of directors, therefore, in a majority, therefore proposes that the proposed removal from offices of Monika Ribar, Dani Sauter, and myself be rejected. Does anybody want to speak on this item?
Shareholders, members of the board, Mr. Trevor is my name. I am a member of the board of Schenker-Winkler Holding AG. Sika AG's board, on the 14th of April, did not permit Schenker-Winkler to vote with all its votes. That was illegal last time. SWH was forced to call for today's extraordinary general meeting as a reaction to that unlawful prohibition. Once again, the restriction on votes is being applied today. As the chairman has just emphasized, the majority of the board behind this decision, not unanimous, but the majority of the board justifies this action with three theories. The first theory is the articles of association has an opting out clause that would not apply. Secondly, SWH, along with the family and Saint-Gobain, forms a group. Thirdly, that the board has the right to restrict SWH votes to 5% of the total.
The first of these three theories has, as we expected, been turned down by many authorities and FINMA. The Takeover Commission have said the opting out clause does apply. FINMA has also said that SWH, together with the family and Saint-Gobain, do not form a group for this purpose. The third theory, a limitation of the vote, is something on which no decision has been taken yet. As far as this is concerned, there is no justification as we see it, not in Swiss exchange and security trading law, nor is there any justification and any provision there for such a limitation. The basis for the board's attitude, the legal basis, is thus limited only to the prohibition on abuse of the law. That is in Swiss law. That being so, this limitation on our vote has a very, very thin basis.
Let me also comment on agenda item one. The board, in what it submitted to the court, gave an assurance, indeed, the chairman confirmed this only a few minutes ago, that SWH's vote would only be limited, and only limited to the extent that was necessary to prevent the takeover control by Saint-Gobain. Only to the extent it was absolutely necessary was the wording used. Electing Dr. Max Roesle onto the board is not opposed to that. Those members of the board who call themselves to be independent would not be affected by Dr. Max Roesle joining them. Those who call themselves independent today would retain their current majority. Even according to the arguments put forward by the board itself, it is not necessary to limit SWH's voting rights over, and to reject Dr. Roesle as an additional member of the board.
Apart from electing Dr. Max Roesle onto the board, the holding today is calling for Daniel Sauter to be removed from office. First of all, Mr. Sauter will be leaving the board on the 4th of April. We have been speaking 4 minutes already. Thank you for giving me the same few minutes speech as other people who have spoken here before. I shall nonetheless be brief. Some of my speakers had more than the 3 minutes before me. We have had an assurance from Mr. Sauter that on April 15th, he is going to leave the board, and he seems to have gotten that promise. Mr. Sauter, because of his various functions and his attitude at various levels, has a clear conflict of interest that he faces, and I shall be very, very brief indeed over this issue. He is still on the board of Bank J.
Safra, and has business relations to investors which have only recently bought large numbers of Sika shares. SWH is also a client of Bank J. Safra. Mr. Sauter has been shown to be in a very severe conflict of interest. From our point of view, we think there's a factual interest in him being removed from office, and he's apart from motions that he's put today, we wish the following to be recorded. The removal of members of the board, the other three members of the board, Herbert and Sauter, and Mr. Roesle being elected onto the board in consideration of all the votes, had already happened on the 14th of April.
Today is a repetition of votes that had already taken place. The purpose of this repetition is intended just to establish clarity, does not mean that SWH, in fact, is withdrawing its challenge of decisions published from the meeting of the 14th of April. I think we realize that the two of us have different views on the legal situation here. This is not a courtroom where I wish to go over the other points you referred to. We've already dealt with it in my own speech, so I don't need to add anything. We'll go through the list of speakers. Ludwig Auschner is the next one. Auschner is requested to wait for a moment.
Chairman, ladies and gentlemen, I also promise to be brief because many of the things I was going to say have been said by other speakers. After three months since the last general meeting, we are meeting again. From what I've heard today, I think there's been a hardening of the lines here. My big concern is that it's a problem that could drag on for a long, long time still to come. Let me comment on some of the points, which I think needs to be looked at by this group. First of all, it's apparent lack of willingness of the board to agree with the events and the point of view of many of the foundations as regards the opting out clause and the limitation on SWH's vote.
On the last two points, I would, the board or the gates, if supported by the board, have taken action to carry out a legal clarification, which could take several years, as regards, although the opting out has been declared to be in order by the Swiss Takeover Board and the FINMA. There's some right to do that, but is it really in the interest of shareholders for that to happen, to take several years? The limitation on SWH's voting rights, one can ask whether the principle still applies, that it's the shareholders electing the board, or whether is it more the board electing the shareholders? One, I look at the over-proportionate number of votes, an SWH one might object to that, but that large number of votes is still in conformity with the law.
The statute for missing that was approved by the shareholders at the time, and was known by anyone buying into shares of Sika after that change. My appeal to the board, whatever composition it may have at the end of this meeting, is for you to work for an agreed solution rather than going through the court, saying several years, which could jeopardize the business of this company. I contradict that we have in any way wanted to support any particular shareholders in any particular action. The next speaker is Michael Wittmer.
Fellow shareholders, members of the board. The last AGM had me thinking, and I wonder how many of the members of the board are still sitting legally up there today. Schenker-Winkler Holding, the Burkard family, according to, has 42% of the voting rights according to the sharebook, and Dr. Hälg said at the last meeting, Ms. Weink, Mr. Sauter, Mr. Sauter, and Mr. Dubler could well have been voted out of office for good reasons. Having been voted out of office, they are still sitting up there as if there had never been a vote against them, which is leading to Sika being in something of a state of suspense, and the risks of that should not be underestimated. What is going to happen with the contracts that the members of the board who were removed from office have already signed? Can you decide on behalf of Sika, having been voted out of office? No. Who should be followed by employees?
Professor Kunz of University of Bern recently spoke about the state of suspense, of suspended animation really, and his conclusion is that if there's to be a successful challenge to any transactions coming about with the help of any officer removed from office would have to be declared invalid, backdated. Professor Kunz's conclusion in his article has not reduced my concern with regards to Sika. Sika's board, as we heard, it can no longer act in a legally binding manner, which would be, of course, appalling. I call on the members of the board to respect what the majority of the shareholders voted for in August and to resign from the board of directors.
I've noted your proposal. Mr. Kunz's opinion does not upset or concern us in any way, I can assure you of that. The next speaker is [Wolfgang from Wolf & Partner.
Mr. Chairman, ladies and gentlemen, shareholders, I'm not speaking on behalf of Wolf & Partner. I speak on behalf of Schenker-Winkler Holding in taking the floor today, and in the three minutes, I will not even use the three minutes time that will be available to me. Mr. Bischoff has recapitulated the three arguments put forward by the board of only to try to limit the voting rights of Schenker-Winkler Holding. There's a fourth argument, a new argument we've heard for the first time today. You, Chairman, have brought in the new argument of destabilization of the status quo that you're afraid of if the votes were to result in this way. You know, of course, that Schenker-Winkler Holding AG has informed you in writing that actually it only wanted to vote in favor of removing one of the members of the board from office.
It would abstain on the other two. This would mean that if Dr. Max Roesle were to be voted onto the board, the members of the board that you refer to as being independent would still hold a majority on the board. Can you explain to me and the other shareholders present where you see stabilization of the status quo possibly existing? I can't see that. I would add another point. If Dr. Max Roesle is to be elected onto the board, then it could be the decisive step that would be necessary to breaking the logjam that we seem to have at present between the board and the Schenker-Winkler Holding of the Burkard family.
Dr. Max Roesle is a person who could have this bridging, this mediating function as a new member of the board, and the so-called independent members of the board would, as I said, still maintain a majority. I would like, Chairman, to formally move that we go ahead with this one removal from office, and that Dr. Max Roesle from Schenker-Winkler Holding AG be elected onto the board, that being in the interest of Sika, of Schenker-Winkler Holding AG, of the Burkard family, and also in the interest of unblocking the situation. There is another minor question as to whether the limitation of voting from your point of view would apply if the Schenker-Winkler Holding AG were ever to request for the holding of an extraordinary general meeting. I thank you for those remarks.
I actually believe that I dealt with them already in my early remarks, I said what matters to the board is to maintain the status quo. That was also the wording used by the Canton Zug court. We are legitimized in doing that. In fact, Holding AG has duties to do that. On your proposal, the situation would be unblocked by having-- Mr. Roesle would act as a bridge is something which I would say he could do without becoming a member of the board. If he feels moved to do that, he could do that with the constellation already existing today. I turn to your question on an extraordinary general meeting. We'll wait until the proposal comes, and we'll decide on that proposal in the light of the situation. Andreas Dubler of Erlenbach has also asked for the floor.
Given what the last speaker said, which I agree with, I withdraw my request to the floor. There is no need for me to repeat those comments. Nobody else has asked to join in the discussion, so we can move now to the votes. The first vote is on item 1.1, my own proposed removal from office. As said, the voting rights of the registered Schenker-Winkler Holding AG would be restricted to 5% of the total. The majority of the board has proposed rejecting my removal from office. Could I ask you please to take your voting device in hand. If you want to vote with the board's proposal and vote against my removal from office, you should press the No button.
If you're in favor of my removal from office, you should vote Yes, green, and if you want to abstain, "enhalten" German, you should vote yellow. I declare the vote open. I declare the vote closed. Well, you continue to hold up there. I thank you. You followed the board's proposal and voted against my removal from office, and I thank you for that expression of confidence in me. We come on to agenda item 1.2, removal from office of Monika Ribar. As said, or before, the registered shares of the holding AG would be limited to 5% of the total of all registered shares. The majority of the board proposes that the general meeting rejects the proposed removal from office of Monika Ribar. Will you please take your voting device? If you want to follow the board's proposal and vote against her removal from office, you should press No.
If you want to vote in favor of her removal from office, you should vote Yes, green, and if you wish to abstain, you should press Abstain, yellow. I declare the vote on agenda item 1.2 open. I declare the vote closed now. You have followed the proposal on the board and voted against the removal from office of Monika Ribar. Thank you for your confidence. We move on now to item 1.3, removal from office of Daniel Sauter. As already stated, the registered voting rights of Schenker-Winkler Holding AG will be limited to 5% of the total number of registered votes. Once again, the majority of the board proposes voting against the proposed removal from office of Daniel Sauter.
If you could take the voting device, please, and if you want to follow the board's proposal and vote against his removal from office, please vote Red, No. If you're in favor of his removal from office, please press Yes, green, and if you wish to abstain, please press the yellow button. I declare the vote open. Once again, you've followed the board's proposal and voted against the removal from office of Daniel Sauter. I thank you for your confidence there. The next item is number 2, the election of Dr. Max Roesle onto the board of directors. As mentioned earlier on, for this item, the registered votes held by Schenker-Winkler Holding will be limited to 5% of the total number of votes of registered shares. The proposal from the majority of the board is to vote against the proposed election of Max Roesle onto the board.
Max Roesle is a legal practitioner in Europe. He's also chairman of the board of Schenker-Winkler Holding AG. Max Roesle was also put up for election at the general meeting on the 14th of April of the current year. The nomination and compensation committee on that occasion examined the candidature of Dr. Roesle as regards entering the proposed chairmanship and came to the conclusion that he did not satisfy Sika's evaluation criteria. He did not have the necessary industrial management experience for the management of a global group with more than CHF 5.6 billion of sales and employing more than 17,000 people.
Mr. Roesle would've been an extra member of the board, greater than the number of He would actually be a member of many more boards than permitted at the time, but he said he had already prepared a number of resignations, and he would've put them into effect if he were to be elected on the board. He also confirmed that in the event of being elected onto board, he would also satisfy the provision of Article 4 of our articles of association as regards the permitted number of offices. Does anyone wish to take the floor on this? Mr. Bischoff again. This time, Mr. Bischoff, three minutes means three minutes.
Thank you, Chairman. Ladies and gentlemen, dear shareholders. On behalf of Schenker-Winkler Holding AG, I ask you to elect Max Roesle into the board of directors. He is an internationally experienced economic attorney with his office in Zurich. He is a former director and secretary of the board of director of Credit Suisse. He also has a well-founded knowledge of financial matters. Let me already say that the argument of a lack of experience in the industry is brought forward, but he has over 20 years experience in the board of directors of a French pharmaceutical distribution company, or experience as a liquidator for creditor associations in industrial cases. Industrial knowhow, we already have enough of that in the board. Max Roesle, his biggest asset is his knowledge of legal matters, he could bring that into the board of directors. Thank you very much.
We also have Mr. Max Roesle as a speaker.
Ladies and gentlemen, dear shareholders. To be a candidate for election into the board of directors in Sika is not something most of us would wish for, especially since the majority of the board rejects my election. Nonetheless, I have decided to put myself up for vote. You have the right to hear from me how I see the current situation, and what I would like to do in the board of directors before you cast your vote. Currently, Sika is in an extraordinary situation. The long-time anchor shareholder, the family Burkard, after many years of commitment for Sika, has decided to pass on its task to a bigger, better capitalized anchor shareholder. The manner in which this was done is subject for debate.
As we know, there are many ways to get things done, and there's been a very emotional reaction to all of this. Many don't realize that the Burkard family remained loyal to Sika also in difficult times, and often foregoing their own bonuses in order for dividends still to be paid out to shareholders. Sometimes, even the family assets were put directly into the company, were injected into the company to make a 5% dividend then possible, whereas they chose to forego their own dividend at the same time. How could this situation come about? It is a very complex matter, a many-layered matter. I don't see my task in heaping praise or criticism on anybody. This is not about biases, but it is about recognizing the situation at the outset and to have an open ear for solutions for all the many justified concerns.
First of all, it should be accepted that Saint-Gobain and the Burkard family have a valid contract concluded between them. This also means, however, that certain concerns of Sika are absolutely justified. I would like to appeal to all involved parties on this, whether they are Sika representatives or representatives of the Burkard family or the institutional shareholders, the most important issue right now is to find solutions. Lawsuits and defamations might appear useful in the heat of the conflict. It doesn't really matter if a party is basing itself on valid law or another party is hoping for a change in legal practice. None of this is to the advantage of the company. It is easier to start a war than to stop it. There needs to be peace again.
We need to create a framework for this to happen so that all stakeholders, especially all shareholders, can count on added value. The current board of directors of Sika should refocus on its strategic and operational tasks. As we can see from the paper of Professor Kunz, at the moment, Sika is very limited in its options. The opportunities and synergies of a fusion with Saint-Gobain should be evaluated in an objective manner. All points should be duly considered, whether the Burkard family or myself are interested in Sika ever being hollowed out by a major shareholder. The future participation of 17% of share capital with a majority of votes by Saint-Gobain calls for regulations to be put in place to ensure the further prospering of the company. This presupposes that both parties are prepared to sit down at the table and find a solution.
This will be my goal. I will try and present and find sensible and practical solutions in order to identify and realize possible synergies with Saint-Gobain, and to ensure the growth strategy of Sika on the long run. This would be to the advantage of you as shareholders, and especially the employees. In order for this to be possible soon, I now stand for election. Also following my possible election, I would still be subject to the code of conduct, Article 1, which says, "Always comply with the legal provisions."
Thank you, head Roesle. Thank you for your openness for talks. I still believe that this would be the most useful if you would be prepared to talk in your present function as Chairman of Schenker-Winkler. We don't need more lawyers on board of Sika at this moment. We have another speaker, Mr. Walter Grüebler.
Ladies and gentlemen, my name is Walter Grüebler. I come from Riehen. Sika, you heard it, is a complex organization with 17,000 employees in 91 countries. What is asked for here is leadership in the board. Mr. Roesle is a candidate for this function. Mr. Roesle, I would like to ask you, what is your experience in working abroad? Secondly, where do you have leadership experience? Third, integrity, personal integrity. My question is: Is it true that in 1984, following investigations by the police, it was found that you called three persons from your law office under a false name, anonymously, and that you put these people under pressure, and that you then subsequently paid CHF 30,000 to avoid criminal charges?
Thank you. Mr. Grüebler, I don't reply to such defamatory claims. Thank you.
We have no further speakers. Therefore, we can proceed to voting on the election of Mr. Roesle to the board of directors. At this point, I would like to stress once again that the majority of the board rejects the election of Mr. Roesle. Please take your televoters, and if you want to follow the proposal of the board of directors and want to vote against the election of Max Roesle.
Oh, I beg your pardon. Thank you, Chairman. Andreas Dubler from Erlenbach. I just wanted to say to the two things that were said before, it is interesting that from your side, I see a willingness to talk and that you are denying that Schenker-Winkler Holding. You are claiming that they are not prepared to speak. We hear the opposite claim from Mr. Roesle.
I am wondering why you are so vehemently opposed to an election of Mr. Roesle to the board or as chairman of the board if obviously everybody seems to be ready to talk. Where better to talk than within a board of directors? Thank you very much. I can reply to that question. First of all, it has nothing to do directly with the election. The willingness to talk has been very limited so far, as I already pointed out before, limited to issues of corporate governance, and that is not really the critical matter as far as we are concerned. We have not been so far invited to any talks on other topics, on the really crucial points that I already pointed out before. So far, they were not open for discussion on those matters yet. That is the current situation with regard to talks.
However, that has no direct connection with the possible election of Dr. Roesle. I would now like to proceed with voting. Again, the majority of the board of directors proposes rejecting the proposed election of Max Roesle. If you follow the recommendation of the board of directors and want to vote against his election, please press No. If you are in favor of his election, press Yes. Two abstentions, yellow. Voting is now open.
The voting is now open.
The vote is closed. I take note of the fact that you have followed the recommendation of the board of directors with a large majority and have rejected the election of Dr. Max Roesle to the board. We come to item three, that is the election of Max Roesle as chairman of the board. Since Mr. Roesle was not voted into the board of directors, in accordance with our articles of association, a vote on the next item is no longer necessary, since only members of the board can be elected as chairman of the board. This brings me to the next item. Item four. Approval of the compensation of the board of directors for the current term of office. The proposed total amount of CHF 3 million, as in the previous year, is for nine members of the board.
The basis for calculating these compensations remains unchanged with respects to last year, and the proposal of the board of directors during the annual general meeting on 14th April 2015. As you can see on the graph, these compensations have remained stable for the last couple of years. I'm asking a speaker to his contribution later. The total sum of CHF 3 million includes the basic compensation as well as compensation for working in the two board committees, and consists of the following: CHF 2,030,000 for cash compensations, CHF 750,000 for compensations in Sika bearer shares, and CHF 220,000 for social benefit payments. The majority of the board proposes the approval of this total amount for the compensation of the board, consisting of nine members of maximum CHF 3 million, until the completion of the following annual general meeting, or the term of office continuing until the next general meeting.
Does anybody wish to speak with regards to this matter? Let's go to Iain Richards from Threadneedle.
Thank you. Apologies to everyone for extending this even longer than it is already by talking further. We've been hearing quite a lot of assertions and claims around these proposals that have been put forward by Schenker-Winkler Holdings. The idea that they're not part of a deliberate strategy to take control of the board is frankly unbelievable. The concept of creeping control is a very clear one, and this is something we should all bear in mind. The reason I raise this as quite important was when it comes to looking at the issue of paying our board appropriately for doing a really good job in a way that is right, balanced, and measured in very difficult circumstances, a move to try and block this would be a very clear and deliberate attempt to try and destabilize the business.
I ask you, Mr. Urs Burkard, to take that into account and show that you are supportive of a balanced, stable business by supporting this resolution. Thank you.
Thank you for your support. Any further requests to speak? No, I will proceed to voting. Please take your televoting device. If you want to follow the recommendation of the board of directors, press the Yes button, green. If you vote against the proposal, press "No," and for abstentions, press the yellow button in the middle. The vote is now open. I take note of the fact that the compensation of the board of directors for the current term of office has been rejected again by SWH. We regret this, of course. It just shows that the Schenker-Winkler Holding has a very destructive approach vis-à-vis the board of directors. Board members that it has supported, often for years in the past, and that are very successful in managing the company at the moment.
Apparently, the holding is not prepared to pay out the board of directors in the spirit of good corporate governance and also in view of the continuously positive results. This doesn't change anything in the commitment of the board members for the company. Mr. Bischoff.
Thank you, Chairman. The election of Mr. Roesle to chairman of the board was not carried out, even though it was on the agenda. I would like to have it recorded in the minutes that this decision is null and void. Legally, Max Roesle has already been on the board since his election during the last annual general meeting. He has been both member and chairman of the board since then. Therefore, it is necessary that the shareholders can vote on his election as it was demanded by a majority during the annual general meeting.
I would therefore ask you to have a vote carried out on that agenda item as well. Thank you for your contribution. We take note of it. We differ. In our opinion, Mr. Roesle was not elected, whether now nor on the 14th of April, as a member or chairman of the board.
This brings me to the conclusion of today's extraordinary general meeting. Today, we not only saw another historical meeting, but also a very memorable one, sometimes very emotional in tone. Once again, we had overwhelming support from you, dear shareholders. We thank you for it. You have demonstrated that you support us. Once again, I would like to thank you for this.
Today, you have confirmed once again that you support our present course and the way we are trying to get the most important legal questions in this matter clarified in a proper legal process. With your votes, you have also made possible that the present board and the present group management can continue to conduct our business and preserve the value of Sika. In closing, I would like to thank you, dear shareholders, for your loyalty to Sika and your trust in the board of directors and group management. We will do everything in our power to justify that trust in the future. The next annual general meeting will take place on Tuesday, 12th of April 2016. I hereby declare the extraordinary general meeting closed. I thank you for your interest and wish you safe travels home. Thank you very much.