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6. Shareholding Guidelines

In order to further strengthen the long-term focus of the members of the Board and the Group Executive Board and to increase the alignment of their interests with those of SIG’s shareholders, Shareholding Guidelines are in place. Members of the Board (including the Chairman) are required to build up an investment in SIG shares worth the equivalent of 100% of their annual base fees, within a three-year build-up period from the first equity grant date.

Similarly, members of the Group Executive Board are required to build up an investment in SIG shares worth the equivalent of 100% of their annual base salary, or 200% for the CEO, within a five-year build-up period, starting with their first grant under the equity-based compensation plan.

All blocked or unblocked SIG shares and vested or unvested entitlements to SIG shares (such as Restricted Share Units, “RSUs”) but excluding Performance Share Units (“PSUs”), received as compensation, and SIG shares acquired privately, either outright or beneficially, by the members of the Board or Group Executive Board or their immediate family members count toward meeting these thresholds.

If the Shareholding Guidelines are not met by a member of the Board or a member of the Group Executive Board at the end of the build-up period, non-fulfilment consequences, including sale restrictions on equity instruments received as compensation, would apply until the Shareholding Guidelines are met.

Shareholdings of the Board of Directors (Audited)

Table 5 shows the shareholdings of the Board as of 31 December 2020. Since the Shareholding Guidelines foresee a build-up period for members of the Board of three years after the first equity grant starting from 2019, adherence will be assessed for the first time in 2022.

TABLE 5: SHAREHOLDINGS OF THE BOARD OF DIRECTORS AS OF 31 DECEMBER 2020
INCLUDING INFORMATION OF THE PRIOR YEAR

 

 

Number of directly or beneficially held SIG shares1

 

RSUs2

 

Total shareholdings including RSUs
31 Dec. 2020

 

Total shareholdings including RSUs
31 Dec. 2019

Andreas Umbach

 

81,026

 

 

81,026

 

67,529

Matthias Währen

 

26,483

 

 

26,483

 

20,960

Colleen Goggins

 

24,826

 

7,287

 

32,113

 

31,1074

Werner Bauer

 

51,939

 

 

51,939

 

46,6624

Wah-Hui Chu

 

37,741

 

6,949

 

44,690

 

39,6574

Mariel Hoch

 

12,564

 

 

12,564

 

7,287

Nigel Wright

 

 

 

3

 

106,4223

Total

 

234,579

 

14,236

 

248,815

 

319,6245

1

Ordinary registered shares of SIG Combibloc Group AG, including blocked shares.

2

The RSUs will be converted into SIG shares after a three year vesting period.

3

2019 indirectly attributable shareholdings through minority investment in affiliates of Onex Corporation, the majority shareholder at the end of 2019. Onex Corporation and its affiliates sold their remaining shares in SIG on 3 December 2020, and Onex Group thereby ceased to have a participation in SIG and no indirect shareholding is shown any more.

4

Thereof 23,820 shares held indirectly through partnership interests in Wizard Management II GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (for further details see section 7).

5

Thereof 141,742 shares directly or beneficially held; 177,882 shares held indirectly.

Shareholdings of the Group Executive Board (Audited)

Table 6 shows the shareholdings of the Group Executive Board at 31 December 2020. Since the Shareholding Guidelines foresee a five-year build-up period for members of the Group Executive Board commencing with the first equity grant in 2019, compliance will be assessed for the first time in 2024.

TABLE 6: SHAREHOLDINGS OF THE MEMBERS OF THE GROUP EXECUTIVE BOARD
AS OF 31 DECEMBER 2020 INCLUDING INFORMATION OF THE PRIOR YEAR

 

 

Total shareholdings
31 Dec. 2020
Number of directly or beneficially held SIG shares1

 

Total shareholdings
31 Dec. 2019

Rolf Stangl

 

 

665,5442

Samuel Sigrist

 

200,063

 

290,0632

Markus Boehm

 

n/a4

 

268,6482

Ian Wood

 

75,000

 

84,2253

Lawrence Fok

 

268,572

 

359,9552

Martin Herrenbrück

 

50,000

 

134,6333

Ricardo Rodriguez

 

250,002

 

263,7022

Total

 

843,637

 

2,066,770

1

Ordinary registered shares of SIG Combibloc Group AG.

2

Shares were held indirectly through partnership interests in Wizard Management I GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (for further details see section 7).

3

Shares were held indirectly through partnership interests in Wizard Management II GmbH & Co. KG, which held ordinary registered shares of SIG Combibloc Group AG (details see section 7).

4

Markus Boehm has left the Group Executive Board in the course of the year so that the Shareholding Guidelines no longer applies to him.