Annual Report 2022

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4. Other information

4.1 Employees

The number of full-time equivalent employees in 2022 and 2021 did not exceed ten on an annual average basis.

4.2 Significant shareholders

According to the disclosure notifications reported to the Company 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 2022 and 2021.

 

 

Voting rights as of1

Significant shareholders

 

31 Dec. 2022

 

31 Dec. 2021

Haldor Foundation2

 

9.95%

 

9.95%

Laurens Last3

 

9.19%

 

–

Fahad al Obeikan4, Andreas Boy and André Rosenstock

 

5.00%

 

5.18%

BlackRock Inc (Mother company)

 

3.57%/0.01%

 

3.57%/0.01%

UBS Fund Management (Switzerland) AG

 

3.18%

 

3.18%

Swisscanto Fondsleitung AG

 

3.13%

 

–

Norges Bank (the Central Bank of Norway)

 

–

 

4.96%

Ameriprise Financial, Inc.

 

–

 

3.17%/0.002%

1

When comparing the percentages of voting rights held as of 31 December 2021 and as of 31 December 2022, it should be noted that the number of the Company’s outstanding shares increased in May 2022 (see note 3.11).

2

The direct shareholder is Winder Investment Pte Ltd.

3

The direct shareholder is Clean Holding B.V. (formerly CLIL Holding B.V.), which is 100% owned by Laurens Last. He is a member of the Group’s Board of Directors.

4

The direct shareholder with respect to Fahad al Obeikan is Al Obeikan Group for Investment Company CJS. Andreas Boy and André Rosenstock were only reported as shareholders as of 31 December 2021.

For further details about the significant shareholders as of 31 December 2022, refer to section 1.2 of the Corporate Governance Report. To the best of the Company’s knowledge, no other shareholder held 3% or more of SIG Group AG’s total share capital and voting rights as of 31 December 2022 and 2021.

4.3 Shares held directly or indirectly by the Board of Directors and the Group Executive Board, including any related parties

As of 31 December 2022, the members of the Board of Directors as of that date directly and indirectly held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1, 2

Andreas Umbach

 

100,407

Matthias Währen

 

34,414

Colleen Goggins

 

39,690

Werner Bauer

 

59,516

Wah-Hui Chu

 

51,915

Mariel Hoch

 

20,141

Martine Snels

 

5,683

Abdallah al Obeikan3

 

1,832,237

Laurens Last4

 

35,132,170

Total

 

37,276,173

1

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

2

The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years.

 

Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements.

3

Of the above-reported number of shares, Abdallah al Obeikan indirectly held 1,827,110 shares via his shareholding in Al Obeikan Group for Investment Company CJS.

4

Of the above-reported number of shares, Laurens Last indirectly held 35,129,733 shares via his 100% shareholding in Clean Holding B.V. (formerly CLIL Holding B.V.).

Laurens Last, the former owner of Scholle IPN, was elected to the Board of Directors at the Annual General Meeting on 7 April 2022.

Nigel Wright decided not to stand for re-election and stepped down from the Board of Directors upon the conclusion of the Annual General Meeting on 7 April 2022.

As of 31 December 2021, the members of the Board of Directors as of that date directly and indirectly held the following number of shares and restricted share units.

Board of Directors

 

Number of directly or beneficially held shares1, 2

 

Unvested restricted share units2

 

Total shareholdings

Andreas Umbach

 

90,121

 

–

 

90,121

Matthias Währen

 

30,206

 

–

 

30,206

Colleen Goggins

 

28,382

 

7,287

 

35,669

Werner Bauer

 

55,495

 

–

 

55,495

Wah-Hui Chu

 

41,132

 

6,949

 

48,081

Mariel Hoch

 

16,120

 

–

 

16,120

Martine Snels

 

1,853

 

–

 

1,853

Abdallah al Obeikan3

 

1,828,963

 

–

 

1,828,963

Nigel Wright

 

–

 

–

 

–

Total

 

2,092,272

 

14,236

 

2,106,508

1

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

2

The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years. Prior to 2020, a small part of the share-based payment compensation was paid out in restricted share units (“RSUs”) with a three-year vesting period. The RSUs vested in the year ended 31 December 2022. The Company settled its obligation by delivering treasury shares.

 

Further details about the compensation of the Board of Directors, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements.

3

Of the above-reported number of shares, Abdallah al Obeikan indirectly held 1,827,110 shares via his shareholding in Al Obeikan Group for Investment Company CJS.

As of 31 December 2022 and 31 December 2021, the members of the Group Executive Board as of these dates held the following number of shares and performance share units.

 

 

As of 31 Dec. 2022

 

As of 31 Dec. 2021

Group Executive Board

 

Number of directly or beneficially held shares1

 

Unvested performance share units2

 

Number of directly or beneficially held shares1

 

Unvested performance share units2

Samuel Sigrist, Chief Executive Officer

 

210,000

 

176,207

 

200,063

 

194,901

Frank Herzog

 

–

 

16,285

 

–

 

33,618

Ian Wood

 

100,000

 

94,085

 

75,000

 

119,450

Ricardo Rodriguez3

 

235,000

 

70,564

 

250,002

 

97,491

Abdelghany Eladib4

 

7,920

 

27,109

 

7,420

 

13,447

José Matthijsse

 

–

 

27,109

 

–

 

13,447

Lawrence Fok5

 

–

 

–

 

188,572

 

49,705

Fan Lidong

 

181,478

 

48,310

 

–

 

–

Angela Lu

 

–

 

13,662

 

–

 

–

Suzanne Verzijden6

 

–

 

4,554

 

–

 

–

Ross Bushnell

 

–

 

13,662

 

–

 

–

Total

 

734,398

 

491,547

 

721,057

 

522,059

1

Ordinary registered shares of SIG Group AG.

2

Members of the Group Executive Board participate in a share-based long-term incentive plan under which they are granted performance share units (“PSUs”) on an annual basis. One PSU represents the contingent right to receive one SIG share. Vesting occurs three years after the grant date. The exact number of PSUs that vests depends on the long-term performance of SIG during the vesting period. The PSUs granted under the 2019 PSU plan vested in the year ended 31 December 2022. The Company settled its obligation by delivering treasury shares.

 

Further details about the incentive plans, including terms, number and value of instruments granted, are included in the Compensation Report and in note 31 of the consolidated financial statements.

3

Of the above-reported number of shares, Ricardo Rodriguez indirectly held 225,000 shares (no indirect shareholding as of the end of the comparative period).

4

Of the above-reported number of shares, 7,420 are blocked shares.

5

Lawrence Fok was only a member of the Group Executive Board until 31 December 2021.

6

Suzanne Verzijden held 6,831 RSUs as of 31 December 2022 under the Group’s 2022 RSU plan.

Lawrence Fok left his role as President and General Manager of Asia Pacific as of 31 December 2021 and has subsequently left the Group. Due to the Group’s growth in Asia Pacific, his role on the Group Executive Board has been taken over by two executives with effect from 1 January 2022. Fan Lidong has taken on the newly created role of President and General Manager of Asia Pacific North. Angela Lu has taken on the newly created role of President and General Manager of Asia Pacific South.

Suzanne Verzijden joined the Group Executive Board as Chief People and Culture Officer, effective as of 1 January 2022.

Ross Bushnell, CEO of Scholle IPN since October 2019, joined the Group Executive Board as President of Scholle IPN, effective as of 1 June 2022.

Frank Herzog, Chief Financial Officer, resigned as of 31 December 2022.

For additional information about the share-based payment plans and arrangements, see note 3.8 above and note 31 of the consolidated financial statements of the Company for the year ended 31 December 2022.

4.4 Other

Guarantee obligations

The Company is the guarantor on a stand-alone basis for the Group’s obligations under its notes, its senior unsecured credit facilities (including outstanding letters of credit), its US Dollar term loan and Schuldscheindarlehen (“SSD”). The debt totalling €2,458.1 million as of 31 December 2022 is taken up by indirectly held subsidiaries of the Company. No such guarantee obligation existed as of 31 December 2021. See further note 22 of the consolidated financial statements of the Company for the year ended 31 December 2022.

Subsequent events

There have been no events subsequent to 31 December 2022 that would require an adjustment to or disclosure in these financial statements except that an indirectly held subsidiary of the Company signed a €400 million unsecured bridge loan facility agreement on 9 January 2023. The facility may be accessed in June 2023, when €450 million of the Group’s senior unsecured notes are due for repayment.

There are no further items to disclose according to Art. 959c of the Swiss Code of Obligations.

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