iesy Repository GmbH - Irish Stock Exchange

stapled securities is subject to, among other conditions, completion of a deed of adherence to the securityholders agreement.
The securityholders agreement and organizational documents of TopCo and TopCo GP impose a five-year period during
which holders of TopCo Shares and SA Shares have no preemptive rights.
Among other provisions, the securityholders agreement provides for customary drag-along rights applying in case of
any sale transaction (or series of related transactions) for more than 50% of the outstanding TopCo Shares, which will include
any direct or indirect sale of TopCo Shares, a merger or any similar transaction. A drag-along transaction may provide for the
un-stapling of TopCo Securities from the SA Shares (but not the un-stapling of the CPECs from the TopCo Shares). In
addition, upon any sale transaction (or series of related transactions) of at least 5% of the TopCo Shares by a shareholder
owning more than 50% of the outstanding TopCo Shares, other eligible shareholders will have the right to sell and participate
for a number of TopCo Shares up to the same percentage of their holdings for the same value. Such a tag-along would only
result in proration of the triggering sale block if the purchaser’s offer did not provide for an increase in the number of TopCo
Shares acquired to the extent of tag-along elections.
Up to 10% of the capital in TopCo and TopCo GP may be allocated for purposes of a management equity plan as
determined by the Board of Directors, which would consist of up to nine members serving for terms of two years. The initial
Board was selected by iesy Hessen and represents the shareholders of TopCo and TopCo GP.
Each TopCo Share and SA Share carries one vote. The approval of the annual accounts, the final allocation of profits,
the selection of auditors, a dissolution, a merger or sale of all or substantially all assets and amendments to the
securityholders agreement or the organizational documents of TopCo and TopCo GP requires the approval of shareholders
holding a majority of TopCo Shares or SA Shares, as the case may be, present at the relevant shareholder meeting. All other
matters relating to TopCo require the approval of a majority of the members of the Board of Directors.
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