APG|SGA: Annual General Meeting approves opting-up provision
The extraordinary general meeting of APG|SGA approved a selective “opting-up” provision in the articles of incorporation. This fulfills a prerequisite for the NZZ to increase its stake in Switzerland’s leading out-of-home media company from 25 percent to 45 percent.
At the Extraordinary General Meeting of APG|SGA on January 23, 2026, the shareholders approved the introduction of a selective opting-up provision in the Articles of Association proposed by NZZ by 2,079,950 votes in favour, 319,613 against and 4,939 abstentions. The takeover law requirement of approval by the "majority of the minority" was fulfilled. The approval of the majority of the minority, i.e. the majority of the votes of the minority shareholders present or represented at the Annual General Meeting, was achieved with 420,013 votes in favor, 319,613 against and 4,939 abstentions.
With this affirmative decision, the shareholders followed the positive assessment of the Board of Directors, whose independent members had recommended the acceptance of NZZ's proposal in a statement to the shareholders. The validity of the opting-up provision had previously been confirmed by the Swiss Takeover Board in a ruling dated December 11, 2025, subject to certain conditions.
Condition for increasing the NZZ stake
The Extraordinary General Meeting was convened after NZZ submitted a corresponding request on December 11, 2025, proposing the introduction of the opting-up provision. The introduction of such an opting-up provision is a condition for the completion of NZZ's two share purchases from JCDecaux SE and Pargesa Asset Management S.A., with which NZZ intends to increase its stake in APG|SGA from 25 percent to 45 percent.
With the shareholders' approval, the company's Articles of Association will now be amended to include a provision exempting NZZ from the obligation to submit a takeover offer to all shareholders if the statutory threshold of 33⅓ percent of the company's voting rights is exceeded, as long as it does not exceed the higher threshold of 49 percent of the voting rights. However, this exemption only applies if NZZ exceeds the threshold of 33⅓ percent of the voting rights by completing the share purchases from JCDecaux SE and Pargesa Asset Management S.A.
Subject to antitrust approvals, NZZ expects the transactions to be completed in the second quarter of 2026. APG|SGA is listed on the SIX Swiss Exchange and covers all areas of outdoor advertising: on streets and squares, in train stations, airports, shopping centers, in the mountains and in and on means of transport.
