Extraordinary General Meeting accepts opting-up provision

At today's extraordinary General Meeting of APG|SGA SA, the shareholders accepted the introduction of a selective opting-up provision into the articles of association proposed by NZZ. The proposal received the majority of represented shareholder votes with 2’079’950 votes in favor, 319’613 votes against and 4’939 abstentions and also achieved the approval of the so-called "Majority of the Minority" required by takeover regulation. The approval of the so-called "Majority of the Minority", which refers to the majority of votes of the minority shareholders present or represented at the extraordinary General Meeting (as per the requirements of the decision of the Takeover Board of December 11, 2025) was achieved with 420’013 votes in favor, 319’613 votes against and 4’939 abstentions. With this approval, the shareholders followed the positive assessment by the Board of Directors, whose independent members had recommended accepting NZZ's proposal in a statement to the shareholders. The validity of the opting-up provision had already been confirmed by the Swiss Takeover Board subject to specific conditions outlined in its decision of December 11, 2025.

The extraordinary General Meeting was convened after NZZ had submitted a request to that end on December 11, 2025, including the proposal to introduce the opting-up provision. The introduction of such an opting-up provision is a condition for the consummation of the two share purchases by NZZ from JCDecaux and Pargesa Asset Management S.A. by which NZZ intends to increase its stake in APG|SGA SA from 25% to 45%. Following the shareholders' acceptance, the opting-up provision will be incorporated into the articles of association. The provision will exempt NZZ from the obligation to submit a public tender offer if it exceeds the threshold of 33⅓% of voting rights of the company as long as it does not exceed the higher threshold of 49% of the voting rights. However, this exemption is only applicable if NZZ exceeds the threshold of 33⅓% of voting rights as a result of the consummation of the share purchases from JCDecaux SE and Pargesa Asset Management S.A. Subject to obtaining the merger control clearances, NZZ expects the consummation of these transactions to take place in the second quarter of 2026. More information on the background of the transactions, the implications of the opting-up provision, the intentions of the involved parties and the reasons for the position of the Board of Directors is available in the attachments to the invitation to the extraordinary General Meeting dated December 22, 2025.