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1. Group structure and shareholders

This corporate governance report contains the information that is stipulated by the directive on information relating to corporate governance issued by the SIX Swiss Exchange AG (“SIX Swiss Exchange”) and follows its structure.

1. Group structure and shareholders

1.1 Group structure

SIG Combibloc Group AG, Neuhausen am Rheinfall (the “Company”) is the parent company of the SIG Group1, which directly or indirectly holds all other Group companies and interests in joint ventures2. The shares of the Company are listed on SIX Swiss Exchange (symbol: SIGN, valor number: 43 537 795, ISIN: CH0435377954). The market capitalization of the Company amounted to CHF 6,573.9 million as of 31 December 2020.

Please see note 26 of the consolidated financial statements for the year ended 31 December 2020 for a comprehensive list of the Group’s subsidiaries and of its joint venture entities. Except for the Company, the Group does not include any listed companies. The Group has effective oversight and efficient management structures at all levels. The operational Group structure as of 31 December 2020 is as follows:

The Company’s board of directors (the “Board of Directors” or the “Board”), acting collectively, has the ultimate responsibility for the conduct of business of the Company and for delivering sustainable shareholder and stakeholder value. The Board sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place to meet the Company’s objectives, and supervises and controls the management of the Company. There are three permanent Board committees: an audit and risk committee (“Audit and Risk Committee”), a compensation committee (“Compensation Committee”), and nomination and governance committee (“Nomination and Governance Committee”; collectively “Committees”).

In accordance with, and subject to, Swiss law, the Company’s articles of association (“Articles of Association”) and the Company’s organisational regulations (“Organisational Regulations”), the Board of Directors has delegated the executive management of the Company’s business (Geschäftsleitung) to the Group Executive Board (“Group Executive Board”) which is headed by the chief executive officer (“Chief Executive Officer” or “CEO”) pursuant to the Organisational Regulations.3 The Group Executive Board comprises six members, specifically the CEO, the chief financial officer (“Chief Financial Officer” or “CFO”), the chief technology officer (“Chief Technology Officer” or “CTO”), the president & general manager of Americas (“President & General Manager Americas”), the president & general manager of Europe (“President & General Manager Europe”), and the president & general manager of Asia-Pacific (“President & General Manager Asia-Pacific”).4 For further information on the Group’s segments please refer to note 7 of the consolidated financial statements for the year ended 31 December 2020. The Group Executive Board is directly supervised by the Board of Directors and its Committees.

1.2 Significant shareholders

According to the disclosure notifications reported to the Company during 2020 and published by the Company via the electronic publishing platform of SIX Swiss Exchange, the following shareholders had holdings of 3% or more of the voting rights of the Company as of 31 December 20205:

Significant shareholders

 

% of voting rights1

 

Number of shares2

Haldor Foundation3

 

6.00%

 

19,203,194

Norges Bank (the Central Bank of Norway)

 

5.94%

 

18,997,128

Fahad al Obeikan4,5

 

5.4577%

 

17,467,632

BlackRock, Inc. (parent company)

 

3.57% / 0.01%

 

11,434,1686 / 45,468

UBS Fund Management (Switzerland) AG

 

3.18%

 

10,176,211

Ameriprise Financial, Inc.7

 

3.042%

 

9,735,7728

1

According to SIX: https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

2

According to SIX: https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

3

Direct Shareholder: Winder Investment Pte Ltd.

4

Direct Shareholder: Al Obeikan Printing and Packaging Company CJS.

5

See also description of the transaction with Obeikan Investment Group below.

6

Of which the following voting rights were delegated by a third party and can be exercised at BlackRock, Inc.’s own discretion: 627,144 company shares.

7

Direct shareholders: Threadneedle Investment Funds ICVC, Threadneedle Management Luxembourg SA, Threadneedle Specialist Investment Funds ICVC, Threadneedle Asset Management Limited, State Street Nominees Limited, Nortrust Nominees Limited, Securities Services Nominees Ltd, Citi London.

8

Of which the following voting rights were delegated by a third party and can be exercised at Ameriprise Financial, Inc.’s own discretion: 2,169,944 company shares.

Notifications made in 2020 in accordance with art. 120 et seqq. of the Financial Market Infrastructure Act (“FMIA”) can be viewed using the following link: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/

As regards the value of the percentage of voting rights shown, it should be noted that any changes in the percentage voting rights between the notifiable threshold values are not subject to disclosure requirements.

On 24 November 2020, the Company entered into an agreement to purchase the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (i.e. SIG Combibloc Obeikan FZCO, Dubai) from Obeikan Investment Group (“OIG”), subject to customary closing conditions and approvals from regulatory authorities. As part of the purchase price consideration, SIG will transfer to OIG 17,467,632 newly issued shares of the Company, to be created out of the Company’s authorized share capital. After consummation of the closing, which is expected to occur before the end of Q1 2021, OIG will hold approximately 5.175% of the shares in the Company.

As of 31 December 2020, the Company held 6,274 treasury shares.

1.3 Cross-shareholdings

The Company has no cross-shareholdings exceeding 5% in any company outside the Group.

1 References to “SIG Group”, “Group” or “we” are to the Company and its consolidated subsidiaries.

2 On 24 November 2020, the Company entered into an agreement to purchase the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (SIG Combibloc Obeikan FZCO, Dubai), subject to several customary closing conditions and approvals from regulatory authorities. The closing of the transaction is contemplated to occur before the end of Q1 2021.

3 For a comprehensive description on the delegation please refer to art. 19 of the Articles of Association and the Organisational Regulations.

4 Subject to and as of closing of the transaction with OIG referred to in Section 2.1, the Company will appoint Abdelghany Eladib, currently Chief Operating Officer of Al Obeikan SIG Combibloc Company Ltd., to the Company’s Group Executive Board as President & General Manager, Middle East and Africa.

5 The number of shares shown here as well as the holding percentages are based on the last disclosure of shareholdings communicated by the shareholder to the Company and the Disclosure Office of SIX Swiss Exchange. The number of shares held by the relevant shareholder may have changed since the date of such shareholder’s notification.