Sika's share structure

  • Bearer shares, Nominal value CHF 0.60.
    Total 2,151,199 titles. Sika AG bearer shares are listed on SIX Swiss Exchange.
  • Registered shares, Nominal value CHF 0.10.
    Total 2,333,874 titles. The registered shares of Sika AG were delisted on the SIX, the Swiss stock exchange, on September 4, 2003.

Capital Structure

As of December 31, 2016, capital stock totaled CHF 1,524,106.80.This was divided into 2,151,199 bearer shares, each with a nominal value of CHF 0.60, and 2,333,874 registered shares, each having anominal value of CHF 0.10. All shares earn the same dividend, with payout adjusted according to nominal value. One share represents one vote. In addition, there is CHF 155,893.20 in contingent capital, unrestricted in time, comprising 259,822 bearer shares with a per share nominal value of CHF 0.60. These shares are reserved for the exercise of option or conversion rights. Shareholders are excluded from subscription rights. There are currently no conversion or option rights outstanding.

Sika granted no participation certificates, dividend right certificates, or stock options. Option plans do not exist for members of the Board of Directors,Group Management, or employees. Changes in capital stock, reserves,and retained earnings during the last five years are postedon page 137 et seq. of the download version of this report.

Shareholders

As of the balance sheet date of December 31, 2016, Sika had received notification of three significant shareholders whosevoting rights exceed 3%: (1) The Burkard-Schenker family, who, according to information provided by the family, held 52.92% of all voting shares via Schenker-Winkler Holding AG as at December 31, 2016. On December 8, 2014, the Burkard-Schenker family announced the sale of their Sika participation to the Compagnie de Saint-Gobain (“Saint-Gobain”), and, on December 11, 2014, the Burkard-Schenker family and Saint-Gobain announced the formation of a group.

On April 7, 2015, the Burkard-Schenkerfamily and Saint-Gobain announced the dissolution of their group. Saint-Gobain itself announced on April 7, 2015, that it held 52.92% of all voting rights via Schenker-Winkler Holding AG. Legal proceedings are underway in connection with the plannedtransaction, which, as far as the company is aware, has not yet been concluded. (2) BlackRock, Inc., which owned 4.93% of allvoting shares on the balance sheet date. (3) A group consisting of Threadneedle Asset Management Limited, ThreadneedleInvestment Services Limited, Threadneedle Management Luxembourg S.A., FIL Limited, William H. Gates III, Melinda French Gates and Bill & Melinda Gates Foundation Trust, which owned 5.00% of all voting shares on the balance sheet date. A list of changes in significant shareholdings reported to the Disclosure Office of SIX Swiss Exchange Ltd during the year under review can be found at https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.

As of the balance sheet date of December 31, 2015, Sika had received notification of three significant shareholders whose voting rights exceed 3%: (1) The Burkard-Schenker family, who, according to information provided by the family, held 52.92% of all voting shares via Schenker-Winkler Holding AG as at December 31, 2015. (2) BlackRock, Inc., which owned 3.02% of all voting shares on the balance sheet date. (3) A group consisting of Threadneedle Asset Management Limited, Threadneedle Investment Services Limited, Threadneedle Management Luxembourg S.A., FIL Limited, William H. Gates III, Melinda French Gates and Bill & Melinda Gates Foundation Trust, which owned 5.23% of all voting shares on the balance sheet date.

Transfer restrictions on shares

The purchase of Sika bearer and registered shares is open to all legal persons and individuals. The Board of Directors can deny thepurchase of registered shares if the purchaser’s registered shareholdings exceed 5% of the total number of registered shares enteredin the commercial register. Nominees, i.e. shareholders who acquire shares in their own name but on the account of third parties, are registered as shareholders without voting rights.