On January 25, 2022, an extraordinary shareholders' meeting of Sika will be held. The Board of Directors proposes to the extraordinary general meeting to increase the existing conditional capital from currently CHF 155,893.20, corresponding to 15,589,320 registered shares with a par value of CHF 0.01 each, to CHF 187,893.20, corresponding to 18,789,320 registered shares with a par value of CHF 0.01 each and to amend the respective clause of the Articles of Association accordingly.
The proposal is made against the background of the two convertible instruments that Sika has outstanding. The mandatory convertible bond will be converted in shares issued from the existing conditional share capital on January 30, 2022. The convertible bond expires on June 5, 2025. Currently, only approximately 65% of the convertible bond is covered by the conditional share capital. As of December 15, 2021 and due to the increase in Sika's share price, already 15% of the bond holders have decided to convert the bond early. It has to be assumed that due to the positive development of Sika's share price, additional bond holders will decide to convert the bond early. In order to be in the position to physically deliver the shares, the Board of Directors proposes an increase of the conditional share capital by 3,200,000 shares. If approved and taking into account the complete conversion of the mandatory convertible bond as well as the shares issued to the holders of the convertible bond by December 15, 2021, the conditional share capital will as of Janaury 31, 2022 amount to approximately 5% of the share capital.
Physical Attendance not Permitted
Based on the Ordinance of the Federal Council on the measures to prevent coronavirus, it will not be possible for shareholders to physically attend the Extraordinary General Meeting. Accordingly, shareholders are asked to exercise their shareholder rights through the independent proxy.
The agenda containing the Board of Directors' proposals will be sent to shareholders and will be published in the Swiss Official Gazette of Commerce as well as on the website of Sika AG.
Further Information: Extraordinary General Meeting 2022