23 January 2026
[Ad hoc announcement pursuant to Art. 53 KR] The extraordinary general meeting of APG|SGA AG held on 23 January 2026 approved the NZZ’s shareholder resolution to introduce a selective ‘opting-up’ provision into the company’s Articles of Association. This fulfils a prerequisite for the NZZ’s plan to increase its stake from the current 25 per cent to 45 per cent through the two share purchases from JCDecaux SE and Pargesa Asset Management S.A.
At today’s extraordinary general meeting of APG|SGA AG, the shareholders approved the NZZ’s proposal to introduce a selective ‘opting-up’ provision into the Articles of Association, with 2,079,950 ‘yes’votes in favour, against 319,613 votes against, with 4,939 abstentions, and in compliance with the takeover law requirement for approval by the so-called “majority of the minority”. The approval of the ‘majority of the minority’ – i.e. the majority of the votes cast by minority shareholders present or represented at the Annual General Meeting (in accordance with the provisions of the Takeover Commission’s decision of 11 December 2025) – was achieved with 420,013 ‘yes’votes in favour, against 319,613 votes against, with 4,939 abstentions. With this decision to approve the proposal, the shareholders also followed the positive assessment of the Board of Directors, whose independent members had recommended, in a statement addressed to the shareholders, that the NZZ’s proposal be accepted. The validity of the ‘opting-up’ provision had previously been confirmed by the Takeover Board in a decision dated 11 December 2025, subject to certain conditions set out in that decision.
The extraordinary general meeting had been convened after the NZZ submitted a request to that effect on 11 December 2025, proposing the introduction of the ‘opting-up’ provision. The introduction of such an ‘opting-up’ provision is a condition for the completion of the two share purchases by JCDecaux SE and Pargesa Asset Management S.A., through which NZZ intends to increase its stake in APG|SGA AG from 25% to 45%. Following the shareholders’ approval, the company’s Articles of Association will now be amended to include a provision whereby NZZ is exempt from the obligation to make a takeover bid to all shareholders when exceeding the statutory threshold of 331/3% of the company’s voting rights, provided it does not exceed the higher threshold of 49 per cent of the voting rights. However, this exemption will only apply if NZZ exceeds the threshold of 331/3% of the voting rights through the completion of the share purchases from JCDecaux SE and Pargesa Asset Management S.A. Subject to competition law approvals, NZZ expects the transactions to be completed in the second quarter of 2026. For further information on the background to the transactions, the implications of the opting-up provision, the intentions of the parties involved and the reasons for the Board of Directors’ position, please refer to the explanations in the appendices to the invitation dated 22 December 2025 to the Extraordinary General Meeting.