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
Composition of the subscribed capital
On 31 December 2025, 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.
Shareholdings in capital
To the best of our knowledge, shares in the company’s capital of more than 10% are held by Leibinger Consulting AG in Feusisberg, Switzerland, with 20.04%. The Koenig’sche Shareholders’ Association, Germany, which was first reported as “acting in concert” on 4 July 2023, holds a 16.7% stake, and AlternInvest GmbH in Vienna, Austria, holds 10.2%. In addition, Hauck & Aufhaeuser Fund Services S.A, Munsbach/Luxembourg, holds 8.39%, Universal-Investment-Gesellschaft mit beschränkter Haftung in Frankfurt am Main 2.98% and Union Investment Privatfonds GmbH, Frankfurt/Main 2.79% of the share capital.
Governing bodies
On 31 December 2025, the shares held by the governing bodies of Koenig & Bauer AG equalled 5.29% of its share capital. The members of the Executive Board held 0.09% (Dr Andreas Pleßke 0.03%, Dr Stephen Kimmich 0.06%) and the members of the Supervisory Board 5.20%.
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 passed a resolution valid until 31 December 2025 that its female representation quota for the Executive Board is to remain at 0% until 2025. This decision must be seen solely in the light of the service contracts of the members of the Executive Board running at that time, which continue until 2025 or 2026. 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.
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 company and the Koenig & Bauer 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 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 2025, the proportion of women at the first and second management levels below the Executive Board stood at 33.3% (previous year: 33.3%) and 17.9% (previous year: 16.1%), respectively.
Authorised capital
On 31 December 2025, 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 2025.
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 315d of the German Commercial Code in conjunction with Section 289ff of the German Commercial Code is published on the company’s website at www.koenig-bauer.com/en/investor-relations/corporate-governance/corporate-governance-statement/ together with the corresponding statements for previous years.