Architecture of Compensation of the Members of the Board Of Directors

In order to ensure their independence in their supervisory duties, the Members of the Board of Directors receive fixed compensation only, consisting of a retainer for services to the Board and an additional fee for assignments to committees of the Board, as well as a representation allowance for the Board Chair. The retainer and the committee fees are paid half in cash and half in restricted share units (RSUs), while the representation allowance is paid in cash. The RSUs are granted at the beginning of the term of office and are converted into blocked shares at the end of the term of office. The shares are blocked from trading for a period of three years. The blocking period on the shares may lapse in the event of a change of control or liquidation. The shares remain blocked in all other instances.

The cash compensation is paid shortly after the Annual General Meeting for the previous term of office, being defined as the period between Annual General Meetings, except for the Board Chair who receives his cash compensation in monthly installments. The Members of the Board of Directors receive no additional reimbursements of business expenses beyond actual expenditures for business travel. The Members of the Board do not participate in Sika’s employee benefit plans.

^{* Converted into RSUs based on the average closing share price in the five first trading days of the month of the beginning of the year of office (month of the Annual General Meeting). The RSUs are settled in shares that are allocated to the Members of the Board of Directors shortly after the end of the year of office.}

^{** The Board Chair is not eligible for committee fees.}