II. SHARE CAPITAL

§3

The share capital amounts to CHF 22’861’602.-- and is subdivided into 2'333'874 registered shares at a nominal value of CHF 1.50 and into 2'151'199 bearer shares at a nominal value of CHF 9.--.

All shares are fully paid in.

The shares may be combined in certificates comprising several titles.

Each shareholder has a right to a percentage of the newly issued shares which corresponds to his previous participation. The resolution of the General Meeting on the increase of the share capital may only revoke subscription rights according to Article 652b Swiss Code of Obligations (SCO) for important reasons.

The share capital of the company shall be increased through the issuance of maximum 259'822 fully paid-in bearer shares of CHF 9.-- nominal value, representing a maximum nominal value of CHF 2’338’398.--, by exercising option or convertible rights, which are granted on a stand-alone basis or in connection with bonds or other debt financing instru-ments by the company or any of its subsidiaries. The preemptive right of the shareholders is excluded.

The Placement of the option or convertible rights may be effected by one or more banks, which exercise these rights on a fiduciary basis.

When issuing option or convertible rights, the Board of Directors may exclude the priority right of subscription ("Vorwegzeichnungsrecht") of the shareholders, if such option or con-vertible rights are used for the acquisition or the financing of an acquisition of companies or parts of companies. In this case, the structuring of the respective bond or debt financing in-strument, including amount and duration as well as the conditions of the option or convertible rights must be fixed in accordance with market conditions at the time of issuance. Rights arising from the option or convertible rights may only be exercised during a maximum of ten years.

§4

The exercise of the rights related to the shares implies recognition of the currently valid form of the Articles of Association.

The company recognises only one representative for each share.

The company may waive the printing and delivery of documents in the case of registered shares. The shareholder may, however, request the printing and delivery of documents from the company at no cost at any time.

Unissued registered shares i.e. the rights connected with such rights, may only be transferred by assignment. Such assignment requires notification to the company in order to be valid, save as provided in § 5.

If unissued registered shares are administered on behalf of a share¬hold¬er through a bank, such shares, the rights connected with such shares respectively may only be trans¬ferred with the cooperation of the bank. They may also only be pledged in favour of the bank, in which case the com¬pany needs not be no¬ti¬fied.

The Shareholders' Meeting may convert registered shares to bearer shares or bearer shares to registered shares at any time, save as pro-vided in § 15.

Registered shareholders may swap 6 registered shares at a nominal value of CHF 1.50 each against 1 bearer share at the nominal value of CHF 9.--. The execution lies with the Board of Directors and includes:

- Definition of procedural details and time of swaps

- Deletion of turned-in registered shares and issuance of bearer shares needed

- According to the shares being swapped and pursuant to Art. 653f-h SCO annual adaptation of §3 al. 1 of the Articles of Association of Sika AG.

§5

The Board of Directors reserves the right to refuse a buyer of registered shares as shareholders, in so far as the number of registered shares held by him exceeds 5% of the total number of registered shares entered in the commercial register.

Legal entities and private companies with legal capacity, which are consolidated among themselves through unified management or similar organisation as pertains to capital or voting rights, as well as natural or legal entities and legally responsible private companies, which act in coordination in view of a circumvention of registration limitations, are regarded under these provisions as a single buyer.

The limitation of 5% is also valid for the subscription for or the purchase of registered shares by means of exercising subscription rights, options or conversion rights of registered or bearer shares or other securities issued by the company or a third party, subject to Article 652b par. 3 and Ar-ticle 685d par. 3, SCO.

Furthermore, the company may deny registration in the shareholder's register if, upon the company's request, the buyer does not explicitly declare that the shares have been purchased in his name and on his own account.

The company may, after consulting the party concerned, cancel registration in the shareholder's register, if the registration is the result of false information provided by the buyer. The buyer must be informed of the cancellation immediately.

The buyer must provide a statement declaring that the registered shares were transferred to him in due form.

§6

The acquirer of shares of the company is not obliged to effect a public offering pursuant to the articles 32 and 52 of the Swiss Law of Stock Exchange.