Shareholdersʼ 
participation rights

Restrictions on voting rights and representation

A shareholder may directly or indirectly exercise or cause to have exercised voting rights associated with their own shares or shares they represent up to a maximum of 5% of the total number of shares shown in the commercial register. To this end, legal entities and partnerships which are bound or affiliated in terms of capital and voting rights by a common management or in any other way, as well as individuals, legal entities and partnerships acting in concert or with a view to circumventing the provision at hand, are considered to be one entity.

The independent proxy as well as shareholders registered with more than 5% of the voting rights in the share register are exempt from this voting restriction.

Statutory quorums

According to the Articles of Incorporation of TX Group AG, the Annual General Meeting passes resolutions and conducts elections based on an absolute majority of the represented voting rights. For the following resolutions, a minimum two-thirds majority of the represented voting rights and a majority of the represented share capital are required: change in the companyʼs purpose; merging of shares; introduction of voting shares; restrictions on the transferability of registered shares; introduction of conditional capital or introduction of a capital spread; capital increase using shareholdersʼ equity, in return for non-monetary contributions or by offsetting against a receivable or granting special advantages; restriction or cancellation of subscription rights; change in the share capital currency; introduction of a casting vote for the Chairman at the Annual General Meeting; delisting of the companyʼs equity securities; transfer of the companyʼs registered office; introduction of an arbitration clause in the Articles of Incorporation; dissolution of the company.

Convening the Annual General Meeting

The Annual General Meeting is held annually within six months of the end of the companyʼs financial year. Extraordinary general meetings are convened as needed. Likewise, in addition to the statutory auditors, shareholders who combined or on their own represent at least 5% of the companyʼs share capital or voting rights may demand in writing that a general meeting be called indicating the subject matter to be discussed and proposals to be made.

The General Meeting is called by the Board of Directors no later than 20 days before the scheduled date of the meeting. The shareholders are notified via the normal TX Group publications (see “Information policy” page 40).

Agenda

Shareholders who combined represent at least 0.5% of the companyʼs share capital or voting rights may request that an item be placed on the agenda. Under the same conditions, shareholders may request that motions relating to agenda items be included in the convening of the Annual General Meeting. Shareholders who submit agenda items or motions may add a brief rationale, which must be included in the notice convening the Annual General Meeting. Applications for items to be placed on the agenda must be submitted in writing at least 60 days before the General Meeting with an indication of the subject to be discussed.

Registration in the share register

All shareholders registered with voting rights in the share register are entitled to take part and vote at the General Meeting. For organisational reasons, no further registrations will generally be made after eight days before the General Meeting. Shareholders who sell their shares before the General Meeting no longer have any voting rights.