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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 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 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.

To assess whether the thresholds have been met, all blocked or unblocked SIG shares and vested or unvested entitlements to SIG shares (such as Restricted Share Units (“RSUs”), which were granted prior to 2020 in a few cases, and Blocked Shares), excluding Performance Share Units received as compensation are considered. Additionally, SIG shares acquired privately, either outright or beneficially, by the members of the Board or Group Executive Board or their immediate family members count towards meeting the 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. Adherence is assessed by the Compensation Committee on an annual base.

Shareholdings (audited)

The following tables show the shareholdings of the members of the Board of Directors as well as the members of the Group Executive Board as of 31 December 2021 and 31 December 2020.

Board of Directors

Table 3: Shareholdings of the Board of Directors as of 31 December 2021 including information of the prior year

 

 

Number of directly or beneficially held SIG shares1

 

RSUs2

 

Number of indirectly held shares

 

Total shareholdings 31 Dec. 2021

 

Total shareholdings 31 Dec. 2020

Andreas Umbach

 

90,121

 

 

 

90,121

 

81,026

Matthias Währen

 

30,206

 

 

 

30,206

 

26,483

Colleen Goggins

 

28,382

 

7,287

 

 

35,669

 

32,113

Werner Bauer

 

55,495

 

 

 

55,495

 

51,939

Wah-Hui Chu

 

41,132

 

6,949

 

 

48,081

 

44,690

Mariel Hoch

 

16,120

 

 

 

16,120

 

12,564

Martine Snels

 

1,853

 

 

 

1,853

 

n/a4

Abdallah al Obeikan

 

1,853

 

 

1,827,1103

 

1,828,963

 

n/a4

Nigel Wright

 

 

 

 

 

Total

 

265,162

 

14,236

 

1,827,110

 

2,106,508

 

248,815

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

Shares indirectly held by Abdallah al Obeikan via his shareholding in Al Obeikan Group for Investment Company CJS.

4

Martine Snels and Abdallah al Obeikan were elected as members of the Board of Directors at the 2021 AGM, so they were not in office on 31 December 2020.

Group Executive Board

Table 4: Shareholdings of the members of the Group Executive Board as of 31 December 2021 including information of the prior year

 

 

Total shareholdings
31 Dec. 2021
Number of directly or beneficially held SIG shares
1

 

Total shareholdings
31 Dec. 2020

Samuel Sigrist

 

200,063

 

200,063

Frank Herzog

 

 

n/a2

Ian Wood

 

75,000

 

75,000

Lawrence Fok

 

188,572

 

268,572

Ricardo Rodriguez

 

250,002

 

250,002

Abdelghany Eladib

 

7,420

 

n/a2

José Matthijsse

 

 

n/a2

Rolf Stangl

 

n/a3

 

Martin Herrenbrück

 

n/a3

 

50,000

Total

 

721,057

 

843,637

1

Ordinary registered shares of SIG Combibloc Group AG.

2

Frank Herzog, Abdelghany Eladib and José Matthijsse joined the Group Executive Board in the course of 2021, so the Shareholding Guidelines did not apply to them as of 31 December 2020.

3

Rolf Stangl and Martin Herrenbrück left the Group Executive Board as of 31 December 2020, so the Shareholding Guidelines no longer apply to them.

Despite the on-going build-up period for both members of the Board of Directors as well as the members of the Group Executive Board, the members in office since the Company’s IPO in 2018 already fulfil the required shareholdings. For other members, the compliance check will be done after the build-up period has expired.