NZZ intends to increase its stake in APG|SGA, Switzerland's leading out-of-home media company

The Board of Directors (respectively the committee formed by its members who are independent from the involved shareholders) supports the proposal by NZZ and will convene an extraordinary General Meeting, which is expected to be held on January 23, 2026.

At the same time, APG|SGA SA informs on changes to its Board of Directors planned for the 2026 Annual General Meeting.

On December 11, 2025, NZZ informed the Company that it had entered into separate share purchase agreements with JCDecaux SE and Pargesa Asset Management S.A. regarding the acquisition of a total of 20% of the shares in APG|SGA SA at a price of CHF 220 per share. Upon completion of these transactions, NZZ would increase its stake in APG|SGA SA from currently 25% to 45%. The completion of the two purchase agreements is subject to, among other conditions, the condition that the General Meeting of shareholders of APG|SGA SA approves the introduction of a so-called formal selective "opting-up" provision into the Company's articles of association. This provision would exempt NZZ from the obligation to submit a public tender offer when it exceeds the threshold of 331/3% of voting rights of the Company as long as it does not exceed the higher threshold of 49% of the voting rights as set by the proposed opting-up provision. Moreover, the transactions are conditional upon the Takeover Board having issued a final, legally binding decision on the validity of the adoption of the opting-up provision in the articles of association and upon the approvals from the competition authorities in Switzerland and Serbia.

The proposal by NZZ to include an opting-up in the articles of association and the two share sale transactions by JCDecaux SE and Pargesa Asset Management S.A. to NZZ that prompted this proposal were assessed exclusively by the members of the Board of Directors who are independent from any of the involved parties (NZZ, JCDecaux SE and Pargesa Asset Management S.A.). After a thorough evaluation, these independent board members concluded that NZZ's proposition is in the best interest of the Company. Therefore, the Board of Directors (respectively the committee of its independent members) will recommend the proposal by NZZ and the proposed amendment to the articles of association to the shareholders for approval. The final decision remains with the shareholders who will be invited to an extraordinary General Meeting for this purpose.

Positive assessment by the independent members of the Board of Directors
The reasons that have led the independent board members to this positive assessment are detailed in a comprehensive statement provided as part of the invitation to the extraordinary General Meeting of shareholders of APG|SGA SA. The statement will also explain the background of the transactions and the implications of the opting-up provision proposed by NZZ in more detail. In summary, the reasons are as follows:

• NZZ has been invested with a significant stake in APG|SGA SA since June 2024. The independent members of the Board of Directors view this existing commitment positively. As a media company rooted in Switzerland with a strong reputation and brand presence, NZZ is an ideal partner for APG|SGA SA. The decision by NZZ to significantly increase its investment once again is a strong signal for NZZ's confidence in the long-term success of APG|SGA SA.
   

• The two major shareholders JCDecaux SE and Pargesa Asset Management S.A. have independently decided to exit their investments in the Company. In the view of the independent members of the Board of Directors, the planned sale transactions to NZZ allow a solution for the Company to resolve a situation with two shareholders seeking an exit while preventing disruptive effects on the trading of the Company's shares. This is also beneficial for the Company and its shareholders. The independent members of the Board of Directors expect the transactions to ensure a stable shareholder structure for the Company in the long term.
   

• NZZ is committed to continuing APG|SGA SA's shareholder-friendly dividend policy.
   

• NZZ has expressed its intention to preserve the independence of APG|SGA SA from NZZ and to support APG|SGA SA being managed in accordance with principles of good corporate governance. NZZ has therefore entered into a relationship agreement with APG|SGA SA which will take effect upon completion of the transactions for at least five years. In it, NZZ agreed that a majority of the members of the Board of Directors shall always be persons independent of NZZ. As long as NZZ holds at least 25% of the shares, it has the right to propose to the Board of Directors two representatives for nomination to the shareholders' meeting, one of whom shall be nominated as Chair of the Board. This right to propose representatives for board membership nomination will be reduced to one in the event that NZZ's stake should fall below 25% (but to not less than 10%). The agreed limitation to these nomination rights may be waived with the consent of the Board of Directors in the best interest of APG|SGA SA. NZZ has agreed that in case the Chairperson of the Board of Directors is a representative of NZZ, NZZ will support the appointment of an independent Vice-Chair. This board member or another independent member may also be assigned the function of a so-called Lead Independent Director. In the Board committees, NZZ shall be appropriately represented, but in no committee shall a majority of members consist of representatives of NZZ. In the view of the independent members of the Board of Directors, this agreement adequately protects the interests of the minority shareholders of APG|SGA SA.
   

• The requested opting-up provision does not go beyond what is necessary. The acceptance of the provision entails a waiver by the shareholders of the requirement to submit a mandatory tender offer upon NZZ exceeding the threshold of 331/3% of voting rights by consummating the share purchases. However, NZZ has excluded to make such a tender offer either way. Consequently, if the proposed opting-up provision is rejected by the General Meeting, the proposed transactions would not be consummated and the shareholders would therefore also not benefit from a tender offer by NZZ. Moreover, the opting-up provision will only apply to NZZ (and not to any other future shareholders) and only up to a voting rights stake of 49%. Further, the opting-up provision is only applicable if the described share purchases from JCDecaux SE and Pargesa Asset Management S.A. are consummated.
   

• The Takeover Board has confirmed the validity of the opting-up provision subject to customary assumptions in its decision dated December 11, 2025. The decision is available under https://www.apgsga.ch/en/about-us/media/ . 

Extraordinary General Meeting in January 2026 – Resolution requires "Majority of the Minority"
On December 11, 2025, NZZ has submitted to the Board of Directors of APG|SGA SA a request for the convening of an extraordinary General Meeting including an agenda item and a respective proposal to introduce the opting-up provision into the Company's articles of association.

The decision regarding the proposal from NZZ is up to the shareholders of APG|SGA SA. To this end, APG|SGA SA intends to promptly convene an extraordinary General Meeting, which is expected to take place on January 23, 2026. Due to Swiss takeover regulation, a special rule applies to the adoption of the proposal by NZZ. The approval requires not only the majority of the votes represented at the General Meeting, but also the approval of the so-called "Majority of the Minority", for which the votes of NZZ as the proposing shareholder as well as the selling shareholders JCDecaux SE and Pargesa Asset Management S.A. are not taken into account. Therefore, the decision rests with those shareholders of the Company who are not involved in the transactions.

The Company will provide further information to shareholders in the invitation to the planned extraordinary General Meeting.
 

Changes in the Board of Directors
Independently of the announced transactions and the outcome of the vote on the proposed opting-up, the Chairman of the Board Dr. Daniel Hofer has decided not to stand for a further re-election as member and Chairman. He takes this decision in the year marking the Company's 125th anniversary after serving the Company for a successful tenure of 15 years, 11 of which as Chairman. The Board of Directors will propose Dr. Felix Graf, CEO of NZZ, as his successor to the coming annual General Meeting which is expected to be held on April 23, 2026. Equally, Xavier Le Clef, CEO of CNP Group, to which Pargesa Asset Management S.A. belongs, will also not stand for re-election. Subject to her re-election, the current board member Dr. Maya Bundt will be appointed Vice-Chair. Corine Blesi, Managing Director of NZZ Connect and member of the extended executive board of NZZ, will be proposed as new member of the Board. For the time being, the Board of Directors is intended to consist of six members. If the opting-up proposed by NZZ is approved by the extraordinary General Meeting and the increase of NZZ's stake is consummated, the Board of Directors will establish the position of Lead Independent Director which will be held by Dr. Maya Bundt. 

Contact
APG|SGA SA, Press Office
T+41 58 220 70 71, media@apgsga.ch