1. Group structure and shareholders
1.1 Group structure
SIG Group AG, Neuhausen am Rheinfall (“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 capitalization of the Company amounted to CHF 6,835 million as of December 31, 2024.
Please see note 27 of the consolidated financial statements for the year ended December 31, 2024 for a comprehensive list of the Group’s subsidiaries and of its joint venture. 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 December 31, 2024 is as follows:
The Company’s board of directors (“Board of Directors” or “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 four permanent Board committees: an audit and risk committee (“Audit and Risk Committee”), a compensation committee (“Compensation Committee”), a nomination and governance committee (“Nomination and Governance Committee”), and a technology and innovation committee (“Technology and Innovation Committee”; collectively “Committees”).
Subject to Swiss law and in accordance with the Company’s articles of association (“Articles of Association”) and the Company’s organizational regulations (“Organizational 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 Organizational Regulations.2 The Group Executive Board comprises nine members, specifically the CEO, the chief financial officer (“Chief Financial Officer” or “CFO”), the chief supply chain officer (“Chief Supply Chain Officer” or “CSO”), the chief technology officer (“Chief Technology Officer” or “CTO”), the chief markets officer (“Chief Markets Officer” or “CMO”), the president and general manager of Europe (“President and General Manager Europe”), the president and general manager of Asia Pacific (“President and General Manager Asia Pacific”), the president and general manager of Americas (“President and General Manager Americas”), and the president and general manager of India, Middle East and Africa (“President and General Manager IMEA”).3 For further information on the Group’s segments, please refer to note 7 of the consolidated financial statements for the year ended December 31, 2024. The Group Executive Board is directly supervised by the Board of Directors and its Committees. The Organizational Regulations can be accessed under https://www.sig.biz/en-gb/investors/governance/organizational-regulations.
1.2 Significant shareholders
According to the disclosure notifications reported to the Company during 2024 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 or purchase positions for securities of the Company as of December 31, 2024:4
Significant shareholders |
|
% of voting rights1 |
|
Number of shares2 |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Laurens Last3 |
|
10.001% |
|
38,232,225 |
||||||||||||||||
UBS Fund Management (Switzerland) AG |
|
10.001% |
|
38,230,720 |
||||||||||||||||
Haldor Foundation4 |
|
9.95% |
|
38,035,955 |
||||||||||||||||
BlackRock, Inc. (mother company) |
|
5%/0.24%5 |
|
16,512,9896 |
||||||||||||||||
Fahad al Obeikan7 |
|
4.998% |
|
17,417,632 |
||||||||||||||||
Swisscanto Fondsleitung AG |
|
3.126% |
|
10,549,237 |
||||||||||||||||
|
Notifications made in 2024 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 December 31, 2024, the Company held 39,172 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 Following the departure of Suzanne Verzijden from the Company as of December 31, 2023, the position of Chief People and Culture Officer (“CPCO”) is currently not represented in the Group Executive Board.
4 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. The percentage of voting rights is calculated based on the share capital registered with the commercial register as at the date of the last disclosure of shareholdings; such number may have changed due to changes in the share capital registered with the commercial register.