Legal disclosures

Takeover-relevant disclosures pursuant to section 289a (1) and section 315a (1) of the German Commercial Code

Disclosures in accordance with section 289a (1) No. 1, 2 and 3 and section 315a (1) No. 1, 2 and 3 of the German Commercial Code 

On 31 December 2024, the share capital of Koenig & Bauer AG, Würzburg, stood at €42,964,435.80, divided into 16,524,783 bearer shares with a nominal value of €2.60 each. In accordance with article 14.7 of the articles of association, each no-par share conveys one voting right. There are no restrictions on voting rights or the transfer of shares and there are no special rights imparting powers of control. 

To the best of our knowledge, shares in the company’s capital of more than 10% are held by the Koenig’sche Shareholders’ Association, Germany, (16.7%), which was first reported as “acting in concert” on 4 July 2023. Leibinger Consulting AG in Feusisberg, Switzerland, holds a 15.07% stake in Koenig & Bauer AG and AlternInvest GmbH in Vienna, Austria, holds 10.2%. In addition, Hauck Aufhaeuser & Fund Services S.A, Munsbach/Luxembourg, holds 9.96%, Universal-Investment-Gesellschaft mit beschränkter Haftung in Frankfurt am Main 9.91% and Union Investment Privatfonds GmbH, Frankfurt/Main 5.1% of the share capital.

Governing bodies 

On 31 December 2024, the shares held by the governing bodies of Koenig & Bauer AG equalled 5.23% of its share capital. The members of the Executive Board held 0.10% (Dr Andreas Pleßke 0.03%, Dr Stephen Kimmich 0.06%) and the members of the Supervisory Board 5.13%. 

The appointment and dismissal of the members of the Executive Board and amendments to the articles of association comply with the statutory regulations (sections 84, 85, 179 of the German Stock Corporation Act, section 31 of the Codetermination Act). Under article 10.2 of the articles of association, the Supervisory Board may pass resolutions to amend the articles of association provided that such amendments concern only the wording. This authorisation particularly applies to the utilisation of authorised capital. 

In accordance with the Act on the Equal Participation of Women and Men in Executive Positions in Private and Public Sector, the Executive Board and the Supervisory Board have defined targets for gender representation quotas. The Supervisory Board has decided that its female representation quota for the Executive Board is to remain at 0% until 2025. It has considered closely the planned female representation target on the Executive Board to be implemented by 2025 and ultimately set it at 0%. This decision must be seen solely in the light of the service contracts of the members of the Executive Board, which continue until 2025 or 2026 and must therefore be respected by the Supervisory Board. Setting a target of more than 0% would have implied that the Supervisory Board was not willing to act in accordance with these service contracts or its own decisions. This is why no woman is currently a member of the Executive Board. 

The next time a new member is to be appointed to the Executive Board, the female representation quota will of course be duly taken into account in accordance with the requirements of the Second Executive Positions Act (FüPOG II). Moreover, the Supervisory Board pays attention to diversity in the composition of the Executive Board, while the Executive Board itself observes these requirements when filling management positions within the Group. In cases in which female and male candidates have comparable qualifications, the proportion of women is to be increased as far as possible when new appointments are made. 

The Supervisory Board has anchored the promotion of women in the Executive Board’s personnel objectives (“level playing field”). The Supervisory Board and the Executive Board attach importance not only to increasing the number of women in management positions and strengthening their status, but also to raising the number of female employees in the company and in the Koenig & Bauer Group as a whole. The target ratio is 30% for the first level below the Executive Board and 11% for the second level below the Executive Board. At the end of 2023, the proportion of women at the first and second management levels below the Executive Board stood at 33.3% (previous year: 33.3%) and 13.8% (previous year: 11.1%), respectively. 

Authorised capital 

On 31 December 2024, the company had authorised capital of €8,580,000, equivalent to 3,300,000 shares, which may be utilised on or before 23 May 2026. The authorisation granted at the annual general meeting is documented in Article 5.3 of the articles of incorporation. The company did not hold any treasury stock on 31 December 2024.

Authorisation to acquire treasury stock 

In a resolution passed at the Annual General Meeting of 26 June 2024, the Executive Board of Koenig & Bauer AG was authorised to acquire and sell the company’s own shares subject to the exclusion of the shareholders’ subscription rights. Such treasury shares can be acquired via the stock exchange, by way of a public purchase offer addressed to all shareholders of the company or by way of a public invitation to tender offers. The authorisation is limited to the acquisition or sale of treasury shares accounting for an arithmetical share of up to 10% of the share capital existing at the time the resolution is passed or – if lower – at the time the authorisation is exercised. 

Subject to the consent of the Supervisory Board, the Executive Board is authorised to use the treasury stock acquired in accordance with Section 71 (1) No. 8 of the German Stock Corporation Act (AktG) for all legally permissible purposes, in particular to resell it, to use it as consideration for a non-cash contribution from third parties, particularly in the context of business combinations, and to use it for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets and to fulfil option and/ or conversion rights or obligations. Subject to the consent of the Supervisory Board, the Executive Board is additionally authorised to award the treasury shares acquired to employees of the company and its affiliates or to board members of affiliates, subject to the exclusion of the shareholders’ subscription rights, in connection with the company’s share-based compensation or employee share programs.

The authorisation expires on 25 June 2029. The Executive Board did not make use of this authorisation during the year under review. 

Disclosures in accordance with section 289a (1) No. 8 and 9 and section 315a (1) No. 8 and 9 of the German Commercial Code 

Koenig & Bauer AG has entered into the following material agreements or special arrangements governing a change in or acquisition of control in the event of a takeover bid: The syndicated credit facility refinanced in October 2023 contains in the version applicable on the reporting date standard change-of-control clauses and grants the respective contractual partner additional information and termination rights in the event of a change in the control or majority shareholding structure of the company. In addition, one joint venture agreement and one partnership agreement include a change-of-control clause. There are no compensation agreements with the members of the Executive Board or employees for this case. 

Corporate governance statement in accordance with Sections 289f and 315d of the German Commercial Code

The corporate governance statement in accordance with Sections 289f and 315d of the German Commercial Code is published on the company’s website at http://www.koenig-bauer.com/en/investor-relations/corporate-governance/corporate-governance-statement/ together with the corresponding statements for previous years.