1. Group structure and shareholders
1.1 Group structure
SIG Group AG (formerly SIG Combibloc Group AG), Neuhausen am Rheinfall (the “Company”), is the parent company of SIG Group1, which directly or indirectly holds all other Group companies and interests in joint venture companies. The shares of the Company are listed on SIX Swiss Exchange (symbol: SIGN, valor symbol: 43 537 795, ISIN: CH0435377954). The market capitalisation of the Company amounted to CHF 7,722 million as of 31 December 2022.
Please see note 26 of the consolidated financial statements for the year ended 31 December 2022 for a comprehensive list of the Group’s subsidiaries and its joint venture company. 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 2022 is as follows:
The Company’s board of directors (“Board of Directors” or “Board”), acting collectively, has 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 a 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.2 The Group Executive Board comprises ten members, specifically the CEO, the chief financial officer (“Chief Financial Officer” or “CFO”), the chief technology officer (“Chief Technology Officer” or “CTO”), the chief people and culture officer (“Chief People and Culture Officer” or “CPCO”), the president and general manager of Europe (“President and General Manager Europe”), the president and general manager of Asia Pacific North (“President and General Manager Asia Pacific North”), the president and general manager of Asia Pacific South (“President and General Manager Asia Pacific South”), the president and general manager of Americas (“President and General Manager Americas”), the president and general manager of Middle East and Africa (“President and General Manager MEA”) and the president of Scholle IPN (“President Scholle IPN”). For further information on the Group’s segments, please refer to note 7 of the consolidated financial statements for the year ended 31 December 2022. 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 2022 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 20223:
Significant shareholders |
|
% of voting rights1 |
|
Number of shares2 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Haldor Foundation3 |
|
9.95% |
|
31,849,994 |
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Laurens Last4 |
|
9.1897% |
|
35,129,733 |
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Fahad al Obeikan5 |
|
4.9976% |
|
17,417,632 |
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BlackRock, Inc. (mother company) |
|
3.57% / 0.01% |
|
11,434,1686 / 45,468 |
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UBS Fund Management (Switzerland) AG |
|
3.18% |
|
10,176,211 |
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Swisscanto Fondsleitung AG |
|
3.1255% |
|
10,549,237 |
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|
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Notifications made in 2022 in accordance with art. 120 et seqq. of the Financial Market Infrastructure Act (“FMIA”) can be viewed at 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.
As of 31 December 2022, the Company held 23,295 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 For a comprehensive description of the delegation please refer to art. 19 of the Articles of Association and sections 2.3 and 4.1 of the Organisational Regulations.
3 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.