Press Release: SIKA AG LAUNCHES CHF 1,500 MILLION CONVERTIBLE BONDS DUE 2025

Sika AG / SIKA AG LAUNCHES CHF 1,500 MILLION CONVERTIBLE BONDS DUE 2025

. Processed and transmitted by Nasdaq Corporate Solutions. The issuer is

solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,

INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, ITALY OR ANY

OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION.

Sika AG (the "Issuer" or "Sika") is launching an offering (the

"Offering") of CHF 1,500 million senior convertible bonds (the "Bonds")

due 2025. Sika intends to use the net proceeds from the Offering mainly

to refinance the recently announced acquisition of its own shares from

Compagnie de Saint-Gobain and for general corporate purposes.

The Bonds may be converted into new or existing shares of the Issuer

(the "Shares"), starting from the earlier of (i) the 10(th) trading day

(inclusive) following the registration with the commercial register of

the resolutions passed by the Issuer's extraordinary general meeting

(the "EGM" as communicated on May 11, 2018 by the Issuer), and (ii) the

3(rd) trading day following the end of the Fair Market Call Period (as

defined below).

Should the EGM not resolve to approve the proposed creation of a single

class of registered shares (Einheitsnamenaktien) or should such EGM

resolutions not be registered with the commercial register of the Canton

of Zug, or if the EGM does not take place on or prior to July 31, 2018

(the "Long Stop Date"), the Issuer may redeem at any time no later than

60 business days after the earlier of (x) the conclusion of the EGM and

(y) the Long Stop Date (the "Fair Market Call Period") by giving notice

to the Bondholders, all but not only some of the Bonds in cash at the

greater of (i) 102% of the Issue Price (as defined below) and (ii) 102%

of the fair bond value of the Bonds (the "Fair Market Call") as

determined in accordance with the terms and conditions of the Bonds.

The Bonds are expected to carry a coupon between 0.00% and 0.30% per

annum, and have a conversion price set at a premium of between 40.0% and

45.0% over the volume weighted average price (the "VWAP") of the Shares

on the SIX Swiss Exchange between launch and pricing. The Bonds will be

offered at a price of between 100% and 101% of their principal amount

(the "Issue Price") and will redeem at a price of 100% of the principal

amount.

The Issuer may call the Bonds at any time on or after the 21(st)

calendar day after the 5(th) anniversary of the Settlement Date at the

relevant net principal amount, if the VWAP of the Shares is at least

130% of the conversion price on at least 20 out of 30 consecutive

trading days.

The Bonds will be provisionally allocated to investors participating in

today's book building. Such allocation of the Bonds will be subject to a

pro-rata reduction relative to the number of advance subscription rights

exercised by existing shareholders during the rights exercise period

(the "Clawback").

Existing shareholders will be granted advance subscription rights to

subscribe for the newly issued Bonds in proportion to their current

shareholding, subject to selling restrictions. Each holder of 1 Bearer

Share of the Issuer with a nominal value of CHF 0.60 will be allotted by

the Issuer 6 Rights, and each holder of 1 registered share of the Issuer

with a nominal value of CHF 0.10 will be allotted by the Issuer 1 Right.

204 Rights give the right to purchase from the Issuer 1 Bond at the

Issue Price. The advance subscription rights will not be tradable.

Advance subscription rights not exercised by existing Sika shareholders

during the rights exercise period from May 18, 2018 until May 28, 2018,

12:00 noon (CEST), will expire and become null and void. Bonds for which

advance subscription rights have been validly exercised will be deducted

pro rata from the allocation to investors who participate in today's

book building. Definitive allocations are expected to be announced by

Sika on or around May 29, 2018.

The Offering of the Bonds consists of a public offering in Switzerland

and private placements of Bonds to professional investors only in other

jurisdictions. The Bonds will be offered to investors outside the United

States of America (the "United States" or "US") in compliance with

Regulation S under the US Securities Act of 1933, as amended, and in

accordance with applicable securities laws, rules and regulations. The

Bonds may not be offered or sold in the United States.

The Settlement of the Offering (the "Settlement Date") is expected to

take place on June 5, 2018. Application for the listing and trading of

the Bonds according to the Standard for Bonds of the SIX Swiss Exchange

will be made.

The Issuer has agreed to a 90-day lock-up period from the Settlement

Date.

The Issuer is rated A- (stable outlook) by Standard & Poor's. The Bonds

are expected to be rated in line with the Issuer's corporate rating and

the Issuer will apply for the Bonds to be rated by S&P.

UBS is acting as Sole Global Coordinator and Sole Bookrunner.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA

(THE "UNITED STATES" OR "U.S.") AND SHOULD NOT BE DISTRIBUTED TO UNITED

STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED

STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO

SUBSCRIBE FOR OR PURCHASE ANY SECURITIES NOR DOES IT CONSTITUTE A

PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE

OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF

THE SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED

TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS, which is

expected to be published on or around the date hereof by SIKA AG and is

available free of charge at UBS AG, Prospectus Library, P.O. Box,

CH-8098 Zurich, Switzerland (telephone: +41 44 239 47 03, fax: +41 44

239 69 14 or e-mail: swiss-prospectus@ubs.com). IN ADDITION, NEITHER THE

BONDS NOR THE SHARES OF SIKA AG INTO WHICH THE BONDS ARE CONVERTIBLE

HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS

AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO

U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION

OR DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT

LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES

FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION

WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH

JURISDICTION.

IN THE UNITED KINGDOM, THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO,

AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL

EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE

19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL

PROMOTION) ORDER 2005 (THE "ORDER") AND (II) WHO FALL WITHIN ARTICLE

49(2)(A) TO (D) OF THE ORDER AND (III) TO WHOM IT WOULD OTHERWISE BE

LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS

"RELEVANT PERSONS").

IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS

COMMUNICATED IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE

IN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")THAT HAS

IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (TOGETHER WITH DIRECTIVE

2010/73/EU, TO THE EXTENT IMPLEMENTED IN ANY EEA MEMBER STATE AND

INCLUDES ANY APPLICABLE IMPLEMENTING MEASURES IN ANY EEA MEMBER STATE,

THE "PROSPECTUS DIRECTIVE") ("EACH, A "RELEVANT MEMBER STATE"), THIS

PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE

ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE

QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR

WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND

MUST NOT BE ACTED ON OR RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.

IF LOCATED IN A RELEVANT MEMBER STATE, EACH PERSON WHO INITIALLY

ACQUIRES ANY SECURITIES, AND TO THE EXTENT APPLICABLE ANY FUNDS ON

BEHALF OF WHICH SUCH PERSON ACQUIRES SUCH SECURITIES THAT ARE LOCATED IN

A RELEVANT MEMBER STATE, OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE

WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A

QUALIFIED INVESTOR AS DEFINED ABOVE.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE

AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE

TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL

INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS

DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU ("MIFID

II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC ("IMD"),

WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS

DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A

QUALIFIED INVESTOR. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY

REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR

OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO

RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR

SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL

INVESTOR IN THE EEA IS UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED

KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER

STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT

QUALIFIED INVESTORS.

IN THE CASE OF ANY SECURITIES BEING OFFERED TO YOU AS A FINANCIAL

INTERMEDIARY AS THAT TERM IS USED IN ARTICLE 3(2) OF THE PROSPECTUS

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May 15, 2018 01:00 ET (05:00 GMT)