Ladies and gentlemen, thank
you for
coming here
just a
little over 3 months after our Annual General Meeting for the 2nd time in such large numbers to bar. Also, in this extraordinary general meeting, the focus will be on the attempted hostile takeover of Sika by Saigoban. 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 Fjaller from Zurich and her colleagues, National Council's Karl Fogler from the Canton of Obbalden and Markus Lehmann from Basel City today.
I would also like to welcome representatives of the medium, 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 numerous employees who make a decisive contribution to the success of Sika around the world. With me on stage today are Jan Jenech, CEO Sika Adrian Widmer, CFO and Stefan Moesli, 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 Jaenisch will present the half year figures. Then 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 1 July 2015 and also by written invitation to all registered shareholders sent out on 1 July 2015. This general meeting extraordinary general meeting was convened in accordance with the articles of association in Swiss law and in due form and time.
The invitation contains the various agenda items in accordance with the resolution of the ordinary general meeting on 14th April 2015 and the proposals of the Board of Directors to the various listed agenda items. In a letter from 19th June 2015, Schenker Vinkla Holding, 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 April 2015, This letter from Schenker Vinkla 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 Article of the Association. And our minute taker today will yet again be Stefan Mursley. 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 in 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 Katrin Reichenstein. And I also thank the ladies and gentlemen from the TELUS team for assuming this task.
Our independent voting proxy will be Head Doctor. Mats Brandy. 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. Brantley 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, 22 July, 11:59 p. M. And finally, I would also like to thank Mr.
Dominik Slopnik 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 time frame, we have limited speaking time to 3 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 interrupt it.
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 1. 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 core rate for all agenda items. Are there any objections to these findings?
There are not. So after the constitution of today's general meeting, we now come to the half year figures for 20 15's first half year. Our CEO, Jaari Jensch, will now explain to you the positive business development of Sika in the first half year of twenty fifteen. Jan, the floor is yours. Dear shareholders, this morning, we presented our half year figures for 2015.
And it is my great pleasure to present it 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, nonetheless, our employees together have achieved new record results. We've been able to keep up the growth dynamic and increase volumes by over 5%. And once again, we were able to significantly improve the margins with a result of +8 percent and net profits of +11.1 percent.
On the
sales side, developments were different in various areas. In Europe, it was still a bit slow in the beginning of this year. And in China, we saw negative volumes in China, Brazil, Russia and France. But 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 USA, Southeast Asia and the Pacific region.
That is a really excellent result in my opinion. Of course, the Swiss francs 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. But to show give you an idea of the scale of these fluctuations in exchange rates, if we would consolidate in euros, we would have had a growth of over 14% in the first half year.
And 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 4 new plants that have been opened in growing markets in the United Arab Emirates, Dubai, in Sri Lanka, La Reunion and Paraguay. So in each of these countries, new plants were opened.
And with Myanmar, we have country number 91 with Onsika operations. So these are 100% subsidiaries in 91 countries. So 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 and therefore achieved a record half year. Looking at the various regions Sorry, I'll only press 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, and all of which resulted in 8.2% of growth, and particularly by opening the new plants last year that went operational last year in Denver, Colorado and Georgia, Atlanta. And an additional motor 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.
And you see even in a relatively difficult market environment, with the big market crisis in Brazil that also has implications for the other countries, low oil prices, etcetera, we were still able to realize growth of over 13% despite foreign exchange effects. We were able to gain a profit in Swiss francs. 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 and our Africa strategy that we presented to you 3 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. So we have negative results in sales, but we're able to balance this with growth in Japan and double digit growth in Southeast Asia and the Pacific. 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. And here you can see the impressive developments of the last 4 years.
On the one side, we have sales or the EBIT rather with margins up to 11%. And 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.
And in the meantime, in the last 3 years we have opened 26 new plants and 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 sickle subsidiary. And during the last three and a half years, we opened 14 new subsidiaries in different countries.
We're also specialized in taking over small and medium 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, so we welcomed them into the fold. In the U. S, in the very strongly growing California market, we were able to acquire BMI, a motor factory that will also accelerate our growth in that region.
Worldwide, we have acquired Accent Technologies, who is a leader in resin technology worldwide. So 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 2 factories in Sydney and Brisbane and is now part of the Sika family. In Italy, we have a fifty-fifty joint venture with the cement producer UTSI and we have turned this into a 100% Sika owned company. As you can see, the 1st 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. And but we're not expecting any major turnaround there in the next half year. We were able to deal with the appreciation of 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. So we are also optimistic with regards to the margins.
We expect above average 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 Saengobao 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 the business, production and so forth, but 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 year and 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. And 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. So 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 for to work together with you in the future as well. Thank you very much.
Thank you very much, Jan, for this presentation. As you can see, Zika is moving along with undiminished momentum, both in operational terms and also strategically. The Board of Directors feels this is an important concern that the operational business should not suffer from our efforts to fight off the hostile takeover attempt and that we pursue continue to pursue our strategy until 2018. And therefore proud that we've been able to achieve this objective in the past 8 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 struggle to defend ourselves, deserves our special respect and a bigger Ladies and gentlemen, this brings me to the statement of the Board of Directors regarding the current situation. Situation confronting us today's 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 SECA. And hence, it continues to reject the proposals performed once again by the Shenga Victor Holding AG to remove the independent board members from office. As we did at the Annual General Meeting, we're once again relying on your support, support of our shareholders today.
For what is at stake here is no less than the future of Sika and it's 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 and also on legal 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. Sangamo is a buyer with its own strategic intentions. And these will inevitably lead to conflicts with Sika's successful strategy so far.
Sangamo intends to fully consolidate Sika despite the fact that it only holds 60% of our share capital. And it cites extensive synergies as a justification for the exorbitant purchase price. But the differences in the ownership structure make a complete integration impossible. On the contrary, any sort of cooperation would require strict adherence to the Almsbank principle. The synergies cited by Saint Gobain are thus entirely unrealistic because countless agreements between Saint Gobain and Sika Companies will be necessary in every individual country.
And the special experts elected by the public shareholders at the Energena meeting would have to scrutinize these agreements for compliance with the arms length principle. This enormous bureaucracy would erode seekers into simple management structure, streamlined structure with clearly assigned results based responsibilities and 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 Seeker has successfully proven in the past few years that it does not have to rely on a strategic partner. Secondly, Sangamo 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. And this makes it clear that the plans of which we are aware so far will not be the end of the letter. SAGABA will be compelled for economic reasons to take further reaching measures in order to justify the purchase price vis a vis its own shareholders. And therefore, we give no credence to Mr.
Deschandas' assurances that the takeover is also in Seeker'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 Zika by buying shares in the market, thus lowering the total purchase price. The Board of Directors is still wondering, therefore, about what Sangamo's true intentions are. Represented on the Board of Directors. If you know the SECA Board of Directors has always been made up of a majority of independent members.
Sagamain now wants a majority and the chairmanship for itself. That will be the exact opposite of good corporate governance that we have had at Seeker for decades. Now what would be the consequences for public shareholders? Although they would not be hold the majority of the share capital, they would although they would 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.
Sengaeban is a direct competitor of Sika. Sengaeban is Sika's largest competitor worldwide in the lucrative motor business. We compete directly with its Weber brand in some 50 countries. Weber has competitor products for 95% of ours, Sangamo have used this dress as an opportunity to have a vacancy compete against them under the same roof. As I said, for 95% of our products, this there are competitive products from Webern.
Segment sees this transaction as a way to have Veeva and Seeker compete one against one another. And the different ownership structure, Viva is a wholly owned subsidiary of Sika, while only 60% of Sika would belong to Sika Bar. And because of this, it's inevitable that Sika would be disadvantaged by insoluble conflicts of interest. Saengauban 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 and Poor's announced that if a transaction went through, it would bring Seeker's credit rating down to the level of Saint Gobain. Now this would mean considerably higher refinancing charges for Sika, especially if interest rates go up and Zika's market reputation would suffer long term damage. To summarize, this means that Zika'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. Now let's move on to the legal grounds. Ever since Sika was established in 'nineteen 68, its articles of association have included what is known as a restriction of responsibility 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 inquiry of registered shares as a shareholder if the number of registered shares held by the letter exceeds 5% of the total number of registered shares entered in the commercial register. And it goes on to say, natural persons are 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, Seeker registered chairs are held only by the Burkhard family. So Article 4 of the articles association is therefore only relevant to a sale of registered shares by the family.
The family expressly consented to the inclusion of this to the Article of Association could be suspended only, however, with the consent of public shareholders because the articles of association required 2 thirds of the votes and the majority of the share capital. It's entirely obvious that the restriction on profitability is intended 1st and foremost to protect public shareholders and SECO itself. The Board of Directors should be able to have a say about a substantial sale of registered shares. And as the majority of the Board of Directors is independent, the Board is in a position to represent the interest of public shareholders effectively. The questions that the Board of Directors is asking are therefore obvious.
Should Article 4 of the articles association either restriction of flexibility 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, company that owns it is simply sold. This is I think a clear case of circumvention. And so why should this situation not to be old?
Why should it be different with regard to shares? Secondly, is it permissible for the family and Saint Germain 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 of the judgments of the Cantonal and Supreme Court Zug that both these instances, both these calls are of the opinion that these questions, crucial as they are to seek a future, must be decided by due process of law.
Supreme Court's judgment is clear. Until these questions are resolved by new process of law, the Board of Directors is entitled to maintain the status quo in the Board of Directors. Part of the Supreme Court's judgment, which now have as the force of law, are worth quoting verbatim. Supreme Court acknowledges, 1st of all, that Sika would lose its independence after its assimilation, after its integration and cooperation into Saint Gobain. And I quote, If the requested interim measures were granted due to the premature change of control, Sika would face the integration into the group of Saint Gobain as soon as the required merger control approval for the production has been obtained.
Seeker would in all likelihood irreversibly lose its economic independence, whereby Seeker, its public shareholders as well as its other stakeholders, may plausibly suffer substantial disadvantages. And the Supreme Court also acknowledges the inherent conflict of interest between Sika and Saint Gobain. And again, I quote Next slide, please. Okay. It cannot be denied that in the present constellation, the interest of a major corporation would collide with the interest of a dependent seeker 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 and I quote once again. It cannot be said, however, that Seeker had no grounds whatsoever to oppose the primary 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, and hence, the Supreme Court legitimizes our actions with its judgment. And we therefore are firmly resolved to hold on to our present This means that the Board of Directors will maintain the status quo found admitted by the Supreme Court until such time as the court rules on the question of restricted transferability.
For this reason, we cannot accept SWH's recent proposal to remove only one member of the Board of Directors anymore then we can accept the proposed election of Doctor. Roessler to the Board of Directors as its Chairman. As WH's sole intention submitting these two proposals to destabilize SEEKUS' 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. And nor shall we be pushed off course by the news from which SW has inflated to a ruling a week ago. And our position on this is as follows.
The only communication from FINMA is an e mail to Saint Germain's legal representative stating that no disclosure obligations had been reached. Once it had filed its report with FINMA, SECU 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. And as far as we know, FINMA has no not issued a formal substantial ruling. And the investigation process related only to whether the dissolution of the group had been correctly reported from a technical viewpoint under the stock market law.
So the FINMA ruling has no effect on the judgment of the Board of Directors that it remains the intention of SAGMR, SWH, and the book and family to circumvent Article 4 of the articles association by prematurely changing the composition of Sika's Board of Directors. In accordance with the ruling of the Etzuk 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: 1, the removal from
agenda items. 1, the removal from office of Monika
Reebhardt, Daniel Sauter and myself. That's the item 1 on the agenda. Election of Max Roessler as a new member of the Board of Directors. And that's 23, the election of Max Wurschle as Chairman of the Board of Directors. In order to maintain the status quo, the limitation of voting rights, or those that you apply to the remuneration of the Board of Directors as compensation is closely connected with Board appointments.
In order to avoid any and 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 SWX'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 advisers recommend that the Board of Directors proposal be accepted And 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. In conclusion, permit me to make a personal comment also on behalf of the other five independent board members and the whole of Seakers 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 Sika's success target to continue. We completely understand and We're therefore at a loss. We can't understand why Saint Gobain and the Boracart 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, well, the contract has been concluded. It's been since 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 Germain and the Borghard family have already done this once. It's too easy to try to win over the CQ 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 seeker style, would be to sit down at a table without preconditions and to try and find a solution that's acceptable for all sides.
Mr. Deschelandin and Urs, you know where to find us. Dear shareholders, I thank you very much indeed for your attention. And now I'd like to give you an opportunity to make your comments. The first speaker is Mr.
Urs Bucha. Dear participants, after 3 months, unfortunately, we're back here again in the Bergman land bar. And that's due to the fact that on the 14th April, the rights of vote of SWH were illegally restricted. But before that, I'd like to thank all the members of the workforce who worked for Seeking. 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 this you deserve our respect and acknowledgment for this. All the siblings and myself are trying to find a new anchor shareholder. And we still are convinced and remain convinced that SAGABA is the right partner for SICK.
SAGA BAR 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 Seeker 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 SAKABA was approved. The extensive examination and inquiry has that Zika and SAGA generally and even in the bulk motor business are no direct competitors as the Board of Directors keeps emphasizing or suggesting. The products and services of the 2 groups are complementary. Sika and Sarca Verde apparently are a good match. As a founding family, we are confronted with the Board of Directors, which doesn't even say for itself that it's the acting in keeping with the law.
But we are convinced that we are right. The Supreme Court of the Canton 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. And secondly, the connection between opting out and the traceability of shares is not visible.
And FINMA has confirmed that the Bokha family and Sengiban do not form a group under stock market law. And 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 are always have always been ready to talk. We're open to talks for talks.
And providing that you do not restrict the subjects of the discussion. This piece of paper says 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 continue will be maintained in the future and that added value is created per sekla. Thank you. As far as the legal arguments, I don't want to respond to that.
I've explained our position already. And of course, I will gladly accept the offer to have talks. And certainly, we'll have to go a little bit further than simply talking about good governance. This brings us to the next speaker, Mr. Pete Newport.
Mr. Chairman, shareholders and guests and colleagues, I have a question for Mr. Burkhard, Mr. Urs Burkart. But first I want to share my experience with the family Burkart not so long ago.
My name is Pig Nieuwpoort. I'm the General Manager of Sika Netherlands. And I'm the successor of Fits Burkhard who was General Manager from 2,005 till 2,008. I had a very close and intense working relationship with Frits. I think everybody knows Frits 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 Fits. It made me proud to work so close with somebody from the family. It really made everybody proud to work with somebody from family so close. It's logical that he had so much ambition and heartfelt for the company because he is a major shareholder and that's where he is a descendant from the secret founder. So that's logical.
Besides ambition, he always talked about the pride and the passion he had for the Sika company and he shared these values with all the employees not only in management team meetings, but also in conversations 1 to 1 and 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. That was one of that was he was very outspoken about that. No compromises. You can imagine what a terrible shock it was in the 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, but that can't be true. That must be a mistake. Well, it wasn't a mistake and we are now 7, almost 8 months further and still an ongoing hostile takeover is taking place. The way it's communicated, it was not the Secret Spirit way.
Just how proud we were on the secret spirit, how proud fits us on the secret spirit. Every meeting he told us no compromise on the Secret Spirit. We are a family. We are a family. And at that time in 2010 the celebration of the 100th year of Zika, we were a family of 16,000 people also mentioned by Mr.
Burkhard and he was looking forward for another 100 years of cooperation as a Sika family.
Pete, you have to come to us.
Okay. I will come to my question. I will come to my question to Mr. Urs Buchart. Please reconsider the sale of your sharehold 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. Worth Merketh Sten statement. Okay. Next is Dominik Biedermann from Etos.
Thank you, gentlemen. Members of the Board, esteemed fellow shareholders. Since the ordinary general meeting on the 14th April of this year, Etos has not changed its opinion. 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 changes in the Board demanded by the Zheng Heung Min Koh Holding and not in the interest of Seeker and not in the interest of shareholders who are independent of the Wolcott family. It's nonsense to want to get through the last term Doctor. L, the same branch for Mr. Gevaud and Mr. Sauter.
These are 3 members of the Board who have shown their loyalty, their commitment to the independent of the cigar company. Now Mr. Russela, as a candidate to be Chairman, we see no added value to the Board for him to be added to it. Mr. Russela at the general meeting this year gave us a long speech, but actually was unable to put across any vision for independence again.
No, that's a position which we cannot accept at any cost. Mr. Walcott, I turn to you next. 8 months nearly have gone by since you tried to sell your 16% capital holding to a competitor, Saint Gobain, 8 months nearly. And you're trying to do that with an unfair markup of 80% on the true market value.
With that procedure, you triggered up a lot of distrust and misunderstanding, not only among your friends, but amongst the Swiss population at large, people who have a feeling for a social responsibility of company owners, providers. Employees, managers and a vast majority of shareholders are highly disappointed with your lack of loyalty to CECO. Our American friends from the Billerman Litigates Foundation have even filed a lawsuit against you. On behalf of the 220 pension funds and other institutional members of the Etos Foundation representing 1,100,000 individual policyholders amount to €2,000,000,000 under administration. I call for you now to start dialogue with Burrig 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 the capital increase as a means to buying your shares off you. I'm convinced that there is a solution available which would put 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.
And on that note, I call on you to be farsighted and to vote clearly against Doctor. Hoe being removed from the Supreme Court and to speak when we start to vote against them being removed from office, vote against Doctor. Roselle being voted on to the Board and 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 support, Ms. Birman. The next speaker is Wim Churnani from Fidelity. You have the floor next.
Good morning. My name is Ronny Williams, and I'm Head of Corporate Finance for Fidelity Worldwide Investment. We're a global investment institution with approximately $275,000,000,000 of assets under management, and we're a long standing investor in CEKA with approximately 1.7% of the company. It is not our usual policy to attend general meetings or to make statements. But 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 played our own We've played our own small part and in conjunction of 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 Vinkla Holding, the Burkhart family and Saint Gobain. And 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. And more recently, Cascade Investment filed a lawsuit against Ernst Burkhard for failing to act in the company's best interest when he negotiated the sale of the family's 16% stake to Saint Gobain.
We are also fully supportive of this action, and 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 CECR as well as to the other members of the management and staff who together make CECR the company it is. The independent directors kind of had no idea when they first became directors of this company that they would have to face the circumstances which have arisen. But 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 1 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 we 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, William. Next speaker, next is Fredi Rechsteiner.
Fredi Rechsteiner is the next speaker. Please. The Cine Manhous in France. You've heard my name, ladies and gentlemen, Freddie Reichsteiner. As you've also heard, I've been manager for Zika in France and acting for the company there for more than 35 years.
I'm also one of the outside shareholders. Ursula, I turn to you. Siga 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. But today, the company is threatened.
And the sickest spirit in particular is threatened. Despite what has been said on both sides, you decide to sell your share in the company to Saint Gobain. I would say that you're right. But 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 are afraid that Seeker would lose its uniqueness as part of this large conglomerate. And 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 Walcott, 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 will be possible at the end of the day to arrive at the solution, which we could call a win win one. And in that spirit, Oswald, I call on you too to rethink your point of view. Thank you, Mr. Eshsteiner. And the next speaker is Markus Lehmann, a member of the National Council sitting for Baselstatt.
Chairman of the Board, members of the Board, ladies and gentlemen and my fellow shareholders and investors and much esteemed employees, Ladies and gentlemen, in general, 3 months ago, it was my honor to address you as a guest at your general meeting. I called on the Volkart family to review it proposed deal with Engelbart 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 invitation today to address you is something that I'd be happy to accept. It's intolerable for me for the majority of shareholders and Board of an exemplary Swiss company has for many years been had to fight a hard legal battle publicly for months. I think it's very much speaks in favor of management and the employees as a company with worldwide activities has remained successful.
I respect my respect to you and I congratulate you on that. It seems too that the security market supports the board's approach and the market has more trust in an independent seeker than does today's majority holder. As a center right politician, I'm in favor of creating positive framework conditions, which will strengthen us 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 it at all possible be avoided. 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 faces trust in a feeling of responsibility and entrepreneurial thinking. That has helped to nourish our success of formula. The Schindler family wants to strengthen the rights of minorities without being legally forced to do that. And why you and your family, mister Burkhart, 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 Sicani's employees by doing that, but you would also be doing so 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 world. We thank you to you for. Thank you. Thank you, Mr.
Lehmann. The next speaker is Karl Fogler, also a member of the National Cancer. He is sitting for Mr. Chairman, members of the Board, shareholders, employees and ladies and gentlemen. Something over 3 months ago, I stood at this ideas and appealed to the Burghardt 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.
And a peer of mine seem to have been not heard by the family. So 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 at home as an industrial base. Because, ladies and gentlemen, property represents a commitment to react responsibly in an entrepreneurial spirit and also to yield to higher interest too.
And I would say, considering the tough competitive situation, a company should not spend the time dealing with itself. The company must be able to focus all its efforts on the market. Sustainable solutions, ladies and gentlemen, have been put forward and they need to actually be found even more urgently than last time because the court battle is a sort of damages over the whole company and everyone working for it. And it will take years until we have legal certainty created through the courts. The courts of Canton Suq have rejected the interim solution against the holding of the family.
And I'm really wondering whether a full scale proceeding will relieve the courts to any different solution. The majority holder in the Schindler Group, the Schindler company we 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 1 of the most successful Swiss industrial companies has to be signed on by a court
of law.
And this leads to more pressure on government, on parliament to introduce new rules because of an individual case. A change in course, Mr. Borghardt, by you could in coming weeks help to write Swiss Industrial History. You have this opportunity in your hand. I urge you to take Thank you for your comments, Mr.
Fulghla. The next speaker is Dice Dhalla from Zurich. Mr. Chairman, members of the Board, my fellow shareholders and investors and employees of the Zika Company, ladies and gentlemen, of recent months, independent members of the board and the majority shareholders have before the media and publicly had a tough fight. I might have felt anger myself at the proposed transaction.
And 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. But let me say a few things. First of all, the benefit of Swiss Plastics. Secondly, as someone responsible for communication and agency.
And thirdly, as a politician. In our association, Sika has always been put forward as a pioneer in innovation and also as regards to social responsibility, co corporate social responsibility, if I may use the English term. Indeed, on a world scale, it does suite work and acquire 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 adviser, ladies and gentlemen, I feel what's consummated that the board and here I quote or it's more card would have been better to listen to what if it had wanted to be better informed of possible sale. That's nonsense really.
How can a board assume responsibility for a company in its strategy if it, 1st of all, has to listen to what is going on elsewhere and see if somewhere on the grapevine, you can hear that there might be a sale somewhere possibly in
New
And my third point in my 3rd class is a politician. Ladies and gentlemen, I do feel somewhat uncertain as a liberal, a person who's been fighting against for less red tape, more liberalization as a promoter of a free economy, someone who's always voted in that direction that were trying to fight against the monster bureaucracy. And yet then because of moral failings of people center right in politics. So people on the left and the center in politics are given the very weapon to be able to introduce
laws. And
this is instrumentalized by them and will work to disadvantage of the whole of business at the end of the day. When we speak about more shortcomings and the disaster financial center and 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 professions. So I appeal to you, mister Walcott, 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 court.
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, the benefit of shareholders on all stakeholders and 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. Viala. Next, we have Christian Eiholsen, Sika employee. Dear Chairman of the Board, Mr. Borghardt, 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 SIC organizations.
Together with the sections Dudingen and Saarne, our commission in Switzerland, Aker Car represents thousands of employees. This commission was started by the family Borghardt 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 the employees has been overwhelmingly positive. However, until now, we have yet not received a reply from the family. On the contrary, at the last meeting, you Mr. Burkhard 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 Bullockhard family formed a protective shield of the company for many years and always stressed how important the family was for SECAM and for the employees. Mr. Burkhard, you however are also responsible for all 17,000 employees of SECAM. The family has always gained the trust of employees by speaking out against selling the company. And now you're doing just that.
The assurances of the Bruker family and Sangoban's management that sale will be the best solution for Sika does not convince the employees. Mr. De Chalondin has merely issued a letter of intent that he does not intend to close any sites. And this is insufficient to appease any doubts of the employees. We expect that these synergies will be to the detriment of the employees ultimately.
And for this reason, the European Works Council, wherein we're also represented, has asked Mr. Deschanendar in a letter to take a clear and binding position visavis the employees. We refer to 3 points in case of a transition of control to Saint Gobain. 1st, an assurance of further employment for all sites, no deterioration of existing salary structures and 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.
So 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. And for the employees, this whole insecurity together with the lawsuits is not good news. And 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 family bouquards, we understand that there is no alternative. I'd like to end with an appeal to you, Mr. Boukhart. I hope that there is still a possibility of finding a solution that is acceptable all sides. Thank you very much.
Thank you, Mr. Eicholzong. Next speaker, Hilmar Langensand from Z Capital. Dear Board members, esteemed fellow shareholders, my name is Humer Loginson. I'm the Floor Manager of the Independent Asset Manager Z Capital.
Here in Zug, we manage approximately CHF 700,000,000. 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 7 years ago, we have invested
in Sika.
And currently, we hold Sika shares of approximately CHF22 1,000,000. When purchasing these shares, we analyzed the corporate governance of this company and we knew that this structure with voting rights and opting out was probably problematic. But we were convinced that the Burkhard family had a real interest in a long term success of CECL. We trust that we put trust into their regular assurances that they would act in the best interest of the company. So the news of December 8 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 seeker spirit. Because of the slump of Seco shares, we suffered damage for our customers. I can tell you the share would probably be worth CHF1,000 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 Helk, Sika is not controlled by Saint Gobain yet. And there is still 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 commitments. 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 Sagoban have shown us that the interests of this French company are contrary to those of Sika. And 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 Borchardt 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. And 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 B. Claassen, a Sika employee.
Dear Chairman, dear shareholders, dear Mr. Burkhard, my name is B. Claassen. I work for Sika Belgium for nearly 7 years now. And I address you on behalf of Sika Belgium of all employees.
Why we were as many other people here, so 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 Board's order, Kyle, 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. So I'm very happy to be able to briefly summarize our major concerns. First of all, we worry about the future of our company. Zika has always been the independent family owned company for which we've always been very proud to work. And that is simply because mutual trust, respect and confidence are important to us and to Sika as a company.
And in 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. But in this particular case, we are extra concerned because the track record of Saint Gobain is not very positive. So you can see how that leaves us in a very uncomfortable position as TCAM 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 this famous Zika spirit as your forefathers have always done. The same Sika spirit is 1, 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 over the past few months for us is not how you build trust. Thank you.
Thank you very much. Next speaker is Peter Whittle, Senior Manager. Would work without Chekat as well, Peter.
Good morning, everybody. I'm Peter Withal from New Zealand. I'm a Seeker shareholder and the area manager for Southeast Asia 2 and the Pacific. I've been with Seeker for almost 27 years. Mr.
Burkart, for many years now I've believed in the Seeker 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. I felt very motivated and proud to be a part of this Sika family. And then when your family gave all staff around the world a 100 year celebration bonus and a special Saint Godhard rock crystal, it showed to me the respect and appreciation that you had for us as employees. Again 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. Burkhard, the Sika spirit is special. It's the backbone of our competitive advantage. It's in the DNA of every Seeker 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 Seeker's perspective. If Saint Gobain takes control, many of us believe that the Seeker 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 birthright to sell your CECR heritage and move on and wish you and your family every success and happiness for the future. But 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. And with so much resistance from staff, shareholders, some business analysts, I'm sure there must be a better way for all of us. But in the end, Mr. Burkart, 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 Seeker stakeholders and helps us to maintain our treasured Seeker spirit. Thank you.
Thank you very much, Peter. Not much to add. Next speaker is Justin Howell from Cascades.
Mr. Chairman, members of the Board, management, fellow shareholders, SECA employees. My name is Justin Howell, and I represent Cascade Investment and the Bill and 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 Burkart 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 Zika'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 and we support their position without reservation. Our opposition also relates to the fact that we believe that Mr. Burkhard failed to act in the best interest of Sika and 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 director's 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.
Then
we
will abuse them until they capitulate. The then we will abuse them until they capitulate. This is unacceptable, an affront to the principles of good corporate governance and ultimately not in the best interests of the Burkhard 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 Burkhart's 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 CICA and its shareholders. Therefore, we will vote against the proposals made by the family to remove independent Board members and 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 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 Sangoban's attempt to force through a transaction that is clearly prejudicial to all Sika stakeholders other than the family. To this point, Sangoban 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 Burkart family at least 6 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 Sengoban.
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 8 December.
We actually were in a meeting discussed our very exciting motor strategy. And then the news brought out. We were all in shock. We didn't see it coming. We didn't understand.
And especially just 2 months after Mr. Bokak 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. That 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 8 months and we didn't stop fighting. We are still there every day, no daylights. For what? For the value?
For the interest of the shareholder? For us? It's not just a job, it's our life. And that 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. And 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 9 years old and she asked me, she said, Mommy, how long is she going to live? I don't quite understand the question, but I said, Mommy is saying at least another 100 years. And then she said, oh, it's good because I'm 9 years old, so that when I'm 24 years old, I still can work for SIGAR. Please, SIGAR, wait for me.
Thank
you. Thank you, Jumi. Next speaker is next to Spiecher, Mark Posner. The next
speaker is Mark Posner from Vogel and Surwalters Zug.
Chairman, members of the Board of Directors and of the management, shareholders and dear staff members as a partner of the Van Bao, Permugan Sowatas AG, We are convinced, very convinced of the current business model of CCAD. For 2 more than 2 decades, we've had investments in CCAD. And I said this 3 months ago as well. It's not a matter of the Burkhard family, which wants to sell, where it's not a matter of the takeover of Sika to a large extent. It already belongs to foreign investors today.
And it's not about the fact that Saint Gobain is one of the biggest competitors of Sika, at least in the motor business, is trying to take over Seeker. But the point is, and this is the logic, the point is that because of the proposed transaction, there will be a major risk to for the minority shareholders and also for the employees of Seeker. 70,000 as we have today, 70,000 employees and to make Saint Gobain's investment profitable, so we'll have to leverage high synergies. And these synergies will be created where they could benefit 100% and not only 16%, but they're not only own 16%, but the outside shareholders. It's still impossible to understand that Saint Gobain and the Shekla Rinckle Holding cannot understand that the transaction proposed by them ignores the interest of the minority shareholders and jeopardize them, but also those of the employees and hence is untenable.
Because of the lack of this understanding, no further improvements have been proposed by the other side, although Paul Hauck and the management have made 3 clearly defined proposals. Why is it that Sankofeng and Cinco Buke, regulatory holding, cannot see and cannot diffuse 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 diffuse the stalemate so that the interests of everyone were aligned. And so 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 pattern of a world market leader as Zuckerberg.
Facing the risk of a final court ruling cannot be in the interest of Sika or Sankamara or the Schenker Brinkler Holding. And in this context, Sangiovaira Schenker Bunker Holding, including the family who's part of it, can only be called upon to, at long last, sit together with the Seeker management at one table and try and improve this unfortunate transaction so that the existing conflict of interest can be diffused and in future the Sika spirit can be put into the focus of rapid end to these And that's why we recommend to support the proposals made by the independent Board of Directors and to reject all systematically all the proposals made by the Chateau de Bougain. Thank you very much for your attention and your support. Thank you, Mr. Hossa.
The next speaker is Mrs. Stachowicz. Ladies and gentlemen, my name is Susser Stachowicz, and 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 welcome for this I'd like to thank you for this invitation also on behalf 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 Bokart family in February this year.
Unfortunately, so to this day, we have not received any response from the Bokart family. The name SEEKER for us means a unique tradition, independence and 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. And that is why I very much hope that the results of today's votes will be positive for the future of our entire family seeking and that I can tell my colleagues when I get back home that the news are good.
And we keep our fingers crossed for that. Thank you very much. Thank you very much. The next speaker is Ian Richards from Threadneedle.
Good afternoon, everyone. I'm Ian 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 SEEKA.
Over the many years that we've been shareholders in this wonderful business, we've never been sorry to meet with the Seeker 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 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 Seeker. Mr. Burkhart, 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 84,000,000. That's the rumor going around and that's the estimate that's on the table.
That is a staggering misalignment of interest. Whichever side of this you're on, when someone digs you into a hole, Mr. Burkhart, you need to tell them to stop. There are perfectly good alternatives to the SG and A deal that would destroy this business. The family to achieve your exit needs to look at them.
So once again, Mr. Burkert, I ask you to step back and consider that. Take the time to think about what you're doing. Yes, there are those there 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. But don't listen to the whispering in your ears from your advisers.
There are alternatives. Mr. Burghardt, I promise you there are alternatives and you will not be disappointed in 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. And the next speaker is next is Brechin Pfau, Volker Eulen.
Well, good afternoon. I'd like to convey the best wishes to this general meeting from a delegation, delegation representing the employees in Hamburg, as you can see looking at our T shirt that shows us. And we are a new young company in the CECF and 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 Holger Oeyen. I've been working in at the Hamburg site for 25 years.
I'm the Chairwoman of the Works Council. I'm also on the European Works Council of Zika AGM. For 15 years, we've been a member of the Zika 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. But with the Eisenweiss family, we had an employer and a principal shareholder who knew that ownership is also an application, I.
E. Not only seeing its own interest, but also seeing the interest of the employees and the continued existence of the company as a whole. And that was something they had to ensure. And for that reason, Mr. Eisenbeis, on behalf of the family at the very early point in time, informed the entire Supervisory Board, the top management and 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 this the right course together with us without a loss of jobs in the prices.
That's what I
call responsibility.
I think in Hamburg, we are very pragmatic. Nobody has a problem with the Burkhard family wanting to sell its shares. Nobody has a problem with it if they want to exit the business. But 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've 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, at different times, illegal, by the proposed transaction.
In 2010, all of us were given this gem as a gift, or maybe it's a mountain crystal. Now that stands for stability, 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, and you've given we gave you this.
And so, Mr. Booker, I'd like to return that Thank you very much, Mrs. Ireland. The next speaker is Mrs. Eva Bouge from SWH.
She will speak later I've just been told. So there are no more speakers on our list now. And we will then continue with the agenda or the statutory part of the meeting. Before I start with the tender 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 6 SAG AG.
When you entered the hall, you were given a voting device and the number of your shares or votes that you represent were was registered in your voting device. And once you push the info button, you can see the number for seconds and your voting behavior during the interim general meeting will be electronically recorded. Before we start voting, I will go through it very briefly. If once I've explained a proposal for resolution today And once all the speakers have made the statements, I will officially open the vote. As of this time, your voting devices will automatically switch to the voting mode, and you'll have 10 seconds then to cast your vote.
For electronic voting, you can push 3 one of the 3 following buttons: 1, 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 1 of the 3 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. And if that 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. Now 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 send to you would 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.
Now if during the meeting, if you want to leave the hall, please take your voting device and your voting materials with you. Those shareholders, which want to vote against a proposed resolution can't have this recorded in the minutes. Please go to the speaker's desk for that purpose. And any shareholder may also demand that explanations given are taken on record. The exact results of the results will be recorded in the minutes of this tender meeting and will be published later And let's now check whether the electronic emerging devices are operational.
And for that purpose, I'll ask you a test question. Did you know and of course, this is not one of them did you know that Hans Wartmann from Zug, who has gave the name to this hall in bar, was a famous military commander of the Swiss in the 15th century. If I open this functional test, you'll have 10 seconds to vote either yes, green, no, red or abstention, yellow. Please take your devices and the vote or the test vote is now open. So please push yes, no or abstention.
And your vote will be shown on display until all the votes have been covered and have been analyzed by the system. And the result of the vote should be available in a few moments. Now over 80 5% of you said no. This shows that your knowledge of history has some upside potential. Now if you found during the vote that your device doesn't work or whether you're not if you're not sure how to use it, then please, as I said, go to the access control desk.
Now this brings me to the those present here at this meeting. On this table, you see the number of shares of boats and the capital represented. So those represented by the independent proxy representatives, then those personally present, the shareholders and the total of the capital and the votes The total is 41 shareholders that are present in this meeting. Total numbers of share based representatives 3,479,249. And the total capital represented amounts to 921,000 sorry, CHF921,043.
Now these figures will be analyzed and published before every vote so that any restrictions on votes are taken into account. In keeping with our articles of association in the general meeting, we adopted resolutions and carried elections with an 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 Shekla Binkla Holding in application of Article IV of our articles association. They're limited to 5% of the total number of registered chairs, where agenda items are concerned that have to do with the maintenance of the status quo in terms of corporate governance. And this is to prevent a circumvention of the provisions of Article 4.
The restriction of voting rights applies, therefore, to votes on the rule from office of Mrs. Weber, Mr. Zarta and myself and the vote on the election of Mr. Max Roosler as a member of the Board of Directors and the vote on the election of Mr. Max Roosler as Chairman of the Board of Directors under Item 3 of the agenda.
First of all, the Board of Directors reserves the
right to
apply the restriction of written 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. Now this brings us to the items on the agenda. And we'll start with item 1, removal of offers of Monica Reber, Daniel Sauter and myself. We had registered for the statement. Chairman, ladies and gentlemen, my name is Eva Boucher.
I'm a lawyer in Zurich and I'm acting here as a representative of the majority shareholder, Schenker Winkler Holding AT. And I'd like to take this on record by the minute taker that my proposal and our system will put on record. We have reason to believe that for some votes of the indigent proxy references, represented by based on instructions, that under the necessary law, the written individual signed proxies are not available for these votes. Votes without given without the necessary proxy are not valid. On behalf of the Schenkel Viledevinca 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 participate in this and 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 by banks and if these words are taken into account, that they may violate a right of custodian voting rights, and hence, they may be liable to criminal prosecution. Now to ensure that invalid votes may distort the results of the votes and 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. Brendley, 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 answer or ask all your questions in one go, please? So do you have proxies and instructions given by banks? And if so, how many?
And do you also have collective authorizations from banks? If so, how many? And have you examined whether these banks, which have given you the authorization in writing or electronically, if they have the necessary proxies from the shareholders they represent? These are my questions. Well, right, says Mr.
Bendy. I would like to draw attention again to the fact that votes of the Sherpa Company were expected to have been given to me. And I have checked that information, the communication And other votes given came from Sixt and were also that was communicated. And again, I've verified that communication. And the votes or the proxies that are given or submitted, we will also examine.
So we can rest assured that the Thank you. Does this take care of your points? We haven't had
any figures.
Well, we take note of what you said. We put this on record. I'd like to now move on Item 1. And under Item 1, we'll give an opportunity to those who want to speak. And first of all, what is Item 1, removal from office of Monica Riva, Daniel Sauter and myself?
The Board of Directors as a lay down the Arctic Association were, in fact, elected for period 1 office until the end of the next Annual General Meeting. And the Board of Directors, therefore, and as a majority, therefore, proposes that the proposed remove from office of Monica Riber, Dennis Sarta and myself be rejected. Does anybody want to speak on this item?
Shareholders, members of the Board and Mr. Chairman, should I borrow your name? I'm a member of the board of Schenker Vinga Holding AG. Sika's board on the 14th April did not permit Singinga to vote with all his votes and that was illegal last time. So Esteban 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 Board, the majority of the Board behind this decision, not unanimous, but the majority of the Board justifies this action with 3 theories. The first theory is the articles association has an opting out clause that wouldn't apply. Secondly, SWH along with the family and family forms a group. And thirdly, the Board has the right to restrict average votes to 5% of the total.
The first of these three theories has, as we expected, been turned down by many authorities and this company. FINMA and the takeover commission have said the opting out clause does apply. And FINMA has also said that SWH together with the family and so do not form a group for this purpose. And the 3rd theory or limitation of the votes 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 the in Swiss Exchange and Security Trading Law nor is there any justification or any provision there for such a limitation.
The basis for the Board's attitude, the legal basis is thus limited only to the provision on abuse of the law. That's also in Swiss law. That being so, this limitation on our votes has a very, very thin basis. Let me also comment on agenda item 1. The board in what it submitted to the court gave an assurance and the chairman confirmed this only a few minutes ago.
As SWH's vote would only be limited and only limited to the extent that was necessary to prevent the takeover control by Saint Germain. Only to the extent it was absolutely necessary. It was a wording unit. Electing Doctor. Max Grossley onto the board is not opposed to that.
Doctor. Max Grossley those members of the board who call themselves to be independent would not be affected by Doctor. Max Verstee joining them. Those who call themselves independent today would remain retain their current majority. So even according to the items put forward by the board itself, it's not necessary to limit SWH's voting rights over and to reject Doctor.
Wesley as an additional member of the board. Apart from electing Doctor. Wesley onto the board, the Shingen will be holding today is calling Port Daniel to be removed from office. First of all, Mr. Sant, we moved Mr.
Souto will be leaving the Board on 14th April. We're speaking 4 minutes or Madi. Yes, thank you. Thank you for giving me the same, boom speech as other people who've spoken here before. I shall nonetheless be brief.
Some of my other speakers had more than the 3 minutes before me, but we have had an assurance from Mr. Sauter that on April 15th, he's going to leave the board. And he seems to have gotten that promise that Mr. Sauter, because of his various functions and his attitude at various levels, has a clear conflict of interest that he faces. And I should be very, very brief indeed over this issue.
He's still in the world of Banque du Espaere and has business relations to investors, which have only recently bought large numbers of Zika shares. SMH is also a client of Banknet. So Mr. Zalta has been shown to be in a very severe conflict of interest. And from our point of view, we think there's a fact short interest in him being removed from office and he's in full point.
Apart from our stage, after motions that he's put today, we wish the following to be recorded. The removal of members of the board the other female's board, Hamlet Haber and Souda and Mr. West is being led on to board in consideration of all votes had already happened on the 14th April. Today is a repetition of votes that already taken place and the purpose of this repetition is intended just to say establish clarity and does not mean that SWH in fact is withdrawing its challenges decisions published from the meeting of the 4th April. I think we realize that the 2 of us have different views on the legal situation here.
This is not a courtroom where I wish to go over the points. The other points you referred to we've already dealt with in my own speech. So I don't need to add anything. We'll go through the list of speakers. Louis Gushno.
Louis Gushno is the next one. So Urs has requested to wait for a moment. Chairman, ladies and gentlemen, I also promised to be brief because many of the things I was going to say is said by other speakers. After 3 months since the last general meeting, we are meeting again. And from what I've heard today, I think there's been a hardening of the lines here.
And my big concern is that it's a problem that could drag on for a long, long time so to come. Let me comment on some of the points which I think it needs to be looked at by this group. First of all, I found lack of willingness to agree with the FNS and the point of view of many of the foundations as regards the opting out clause and the limitation on the Sovereign AG's vote. On the last two points, I would the Board or the Gates system supported by the Board have taken action to carry out legal clarification which could take several years as regards although the opting out has been declared to be in order by the Takeover Commissioner and the FINMA. It's a right to do that, but it's in really interest to shareholders.
So that happens to take several years. The limitation of SWH's voting rights, one can ask where the principle still applies that it's the shareholders electing the Board or whether it's more the Board electing the shareholders. The over proportion of number of votes, I'm assuming that one might be object to that, but that large number of votes is still in conformity with the law. And the statute for missing that was approved by the shareholders at the time and was known by anyone buying into shares of Zika after that change. So 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, but we have in any way wanted to support any particular shareholders in any particular action. The next speaker is Mikhail Wittmann. 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. Sinkavinko Holdings, the Board of family according to has 40% voting rights according to the share book and Doctor.
Head said and then asked me, and Ms. Wang, Ms. Soulta, Ms. Sussutta and Mr. Dubla 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 being Saseka being in something with 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 will move from offices have already signed? Can you decide on behalf of Sika having been voted out of office? Who should be followed by employees? Professor Kunz of Bern University recently spoke about the state of suspense, of suspended animation really.
And his conclusion is that
it is to be
a successful challenge to any any transactions coming back with the help of any office that we moved from office would have to be declared invalid, backdated. Professor Kun's conclusion in his article is not reduced. My concern is against SIGA. SIGA's Board, as we heard, 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. Kuntz's opinion does not upset or concern us anywhere. I can assure you that. The next speaker is Mr.
Chairman, ladies and gentlemen, shareholders, I'm not speaking on behalf of Ursa Vinkla Partner. I speak on behalf of Schenker Vinc Holding in taking the floor today. And in the 3 minutes, I will not even use the 3 minutes time that would be available to me. Mr. Bishop has recapitulated the 3 arguments put forward by the Board of Singa Ringling only
to try
to limit the voting rights of Senko Vincenozier. There's a 4th argument, a new argument we've heard for the first time today. You, Chairman, have brought in the new argument of the stabilization of the status quo that you're afraid of if the votes were to result in this way. You know, of course, that Sheng Milinko Holding AG has informed you in writing that actually it only wanted to vote in favor of removing 1 of the members of the Board from office, it would abstain on the other 2. If this would mean that if Doctor.
Mark Rosley 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' president where you see stabilization of the status quo possibly existing. I can't see that, but I would add another point. And if Doctor. Monnferslie 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 Shengthening Holding of the Burkhart families.
Doctor. Wursley 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've said, still maintain a majority. So I would like chairman to formally move that we go ahead with this one move from office and that Doctor. Russel from Zhengkeringue or we're going to be elected onto the board that being in the interest of singer of Zhengde Rigno Oriente of the Bullock family and also in the interest of unblocking the situation. There is another minor question as to whether the limitation of votes in your point of view would apply if the Sheinkovink 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 remarks. And I said what matters to the Board is to maintain the status quo. That was also the wording used by the Cantonzo Court. We are legitimized in doing that.
In fact, Odie gives us our duty to do that. And on your proposal, the situation would be unblocked by having a Mr. Maristo 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 consolation already existing today. I turn to your question on and thanks to the general meeting.
We'll wait until the proposal comes and we'll decide on that proposal in the light of the situation. And Duvett of Evanbach has also asked for the floor. Well, given what the last speaker said, which I agree with, I withdraw my question. There is no need for me to repeat those comments. So nobody else has asked to join in the discussion.
So we can move now to the votes. The first vote is on item 11, the proposed my own proposed removal from office. And as said, the voting rights of the Oasis chair, single finger holding will be shifted to 5% of the total. The majority of the Board has proposed rejecting my removal from office. So could I ask you please to take your voting device down.
If you want to propose with the Board's proposal vote against my move 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, and hold on in German, you should vote yellow. I declare the vote open. I declare the vote closed.
Well, you can see the results 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, the move from office of Nordea and Riva.
As said, The Board's proposal the majority of the Board proposes that the general meeting reject the proposed removal from office of Monica and Riber. 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 for her removal from office, you should vote yes, Queen. 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. So you have followed the proposal on the Board and voted against the removal from office of Monica Rivera. Thank you for your confidence. We move on to now to item 13, removal from office of Daniel Sauta. As already stated, the registered voting rights of the shrinking holding AG will be limited to 5% of the total number of registered votes.
And the board, once again, the majority of the board proposes voting against the proposed move from office of Daniel Zolto. So if you could answer the voting rights 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, yet green. And if you wish to abstain, please press the yellow button. I declare the vote open.
Well, once again you followed the Board's proposal and voted against the removal from office of Daniel Salter. I thank you for your confidence there. The next item is number 2, the election of Doctor. Max Verster onto the Board of Directors. As mentioned earlier on for this item, the registered boats held by shingle holding will be limited to 5% of the total number of boats of British shares.
The proposal on the majority of the Board is to vote against the proposed election of Max Roessler onto the board. Max Roessler is a legal practitioner in Europe. He's also Chairman of the Board of Central Living Holding AG, Max Minister, was also put up for election at the general meeting on the 14th April of the current year. The Nomination and Conversation Committee on that occasion examined the candidature of Doctor. Mosler as regards integrating the proposed chairmanship and came to an conclusion that he did not satisfy Seeker's evaluation criteria.
He did not have the necessary industrial management experiences or the management of a global group with more than CHF5.6 billion of sales and employing more than 17,000 people. Mr. Wursler exceeded would have been an extra member of the Board, greater than the number of he would actually be a member of more boards than committed at the time, but he said he had already prepared a number of resignations and he would have put them into effect in order to be elected on the board. He also confirmed that in the event of being elected on to board, he would also satisfy the provisional effect of our Article Association as regards a permitted number of offices. Does anyone wish to take the floor?
I'm this Mr. Vishal again. And this time Mr. Vishal, 3 minutes mean 3 minutes.
Thank you, Chairman, ladies and gentlemen, dear shareholders, on behalf of Schenker Vinca holding our gay, I ask you to elect Oxworthy into the Board of Directors. He is an internationally experienced economic attorney with his office in Zurich. He's a former director and secretary of the Board of Directors 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. So industrial know how, we already have enough of that in the board. Max Horsley, his biggest asset is his knowledge of legal matters, and he could bring that into the Board of Directors. Thank you very much. So we also have Mr.
Mark Swoerslieb as a speaker. Ladies and gentlemen, dear shareholders, To be a candidate for election into the Board of Directors in Zika 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 boycott, after many years of commitment, Fosika has decided to pass on its task to a bigger, better capitalized anchor shareholder. And the manner in which
this was
done is, well, subject for debate. But as we know, there are many ways to get things done, and there's been a very emotional reaction to all of this. Many of us don't many don't realize that Burkhart's family also remain loyalty seeker 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, so to make a 5% dividend then possible, whereas they chose to forego their own dividend at the same time. So 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 Borchardt family have a valid contract concluded between them. This also means, however, that certain concerns of the Zika are absolutely justified.
Furthermore, and I would like to appeal to all involved parties on this, whether they are secret representatives or representatives of the family bouquets or the institutional shareholders. The most important issue right now is to find solutions. Lawsuits and deformations might appear useful in the heat of the conflict. However, it doesn't really matter if the 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, Zika is very limited in its options. The opportunities and synergies of infusion with Saigo Bank should be evaluated in an objective manner.
All points should be duly considered whether the Bokha 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 Sangamo calls for regulations to be put in place to ensure the further prospering of the company. However, 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 Sangoban and to ensure the growth strategy of Sika on the long run.
And this would be to the advantage of U. S. 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, Jose. And 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 Schenkelinko. We don't need more lawyers on board of CCAR at this moment. We have another speaker, Mr.
Walter Grubler. Ladies and gentlemen, my name is Arthur Grubler. I come from Riesh. 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. Roessly is a candidate for this function. Mr. Roessly, I would like to ask you, what is your experience in working abroad? Secondly, where did you do you have leadership experience?
And 3rd, integrity, personal integrity. My question is, is it true that in 1984, following investigations by the police, it was found that you called 3 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. Grubler, I don't reply to such different military claims.
Thank you. We have no further speakers, and therefore we can proceed to voting on the election of Mr. Roessley to the Board of Directors. At this point, I would like to stress once again that the Board the majority of the Board rejects the election of Mr. Roessley.
Please take your tele voters and if you want to follow the proposal of the Board of Directors and want to vote against the election of Max Reusli? Oh, I beg your pardon? Thank you, Chairman. Andreas Schupler from Yale and Bach. I just wanted to say to the 2 things that was said before.
It's interesting that from your side, I see a willingness to talk and that you are denying that Schenker Winkler holding you're claiming that they're not prepared to speak. And we hear the opposite claim from Mr. Reusler. I'm wondering why you are so vehemently opposed to an election of Mr. Reusler to the Board or as Chairman of the Board if obviously everybody seems to be ready to talk?
And 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 with the election. And 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're concerned. And we have not been so far invited to any talks on other topics. Really crucial points that I already pointed out before.
So far, they were not open for discussion on those matters yet. And that is the current situation with regard to talks. However, that has no direct connection with the possible election of Doctor. Roosly. I would now like to proceed with voting.
Again, the Board of Directors the majority of the Board of Directors proposes rejecting the proposed election of Max Grossley. And 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. To abstentions, yellow. Voting is now open.
The boat is closed. I'll take note of the fact that you have followed the recommendation after Board of Directors with a large majority and have rejected the election of Doctor. Max Jose to the Board. We come to item 3, that is the election of Max Hosley as Chairman of the Board. Since Mr.
Hosley 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 4. Approval of the compensation of the Board of Directors for the current term of office. The proposed total amount of CHF 3,000,000, as in the previous year, is for 9 members of the Board.
The basis for calculating
these
compensations remains unchanged with respect to last year and the proposal of the Board of Directors during the Annual General Meeting on 40th 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 take his contribution later. The total sum of CHF3 1,000,000 includes the basic compensation as well as compensation for working in the 2 Board committees and consists of the following: €2,030,000 for cash compensations, €750,000 for compensations in CECO Bearer Shares and CHF220,000 for social benefit payments. The majority of the Board proposes the approval of this total amount for the compensation of the board consisting of 9 members of maximum CHF3 1,000,000 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? Yes, we have Ian Richards from Threadneedle.
Thank you. Apologies, Gerron, for explaining this even longer than
we can do by talking further. But we've been hearing quite a lot of assertions and claims around these proposals that are being put forward by Schenker Linka 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 is quite important because 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, very difficult circumstances.
A move to try and block this would be a very clear and deliberate attempt to try and destabilize the business. And I asked you, Mr. Urs Burkhardt, 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. So 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.
And it just shows that Shingavinko Holding has a very destructive approach, vis a 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. However, this doesn't change anything in the commitment of the Board members for the company. Mr. Bischoff?
Thank you, Chairman. The election of Mr. Leslie to Chairman of the Board was not carried out even though it was on the agenda and I would like to have it recorded in the minutes that this decision is null and void. Legally, Max Hosley has already been on the board since his election during the last general meeting. So he has been both member and chairman of the board since then.
So 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, but we differ. In our opinion, Mr.
Hosley was not elected, whether now nor on the 14th 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 and
tone. And
once again, we had overwhelming support from you, dear shareholders, and we thank you for it. You have demonstrated that you support us. And 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 law proper legal process. With your votes, you have contributed or 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 April, 2016. I hereby declare the extraordinary general meeting closed. I thank you for your interest.
Wish you safe travels home. Thank you very much.