Invitation to Extraordinary General Meeting. 22 May 2015 at 2.00 pm, admission starts at 1.15 pm Mövenpick Hotel Zürich Regensdorf

Transcription

1 Invitation to Extraordinary General Meeting 22 May 2015 at 2.00 pm, admission starts at 1.15 pm Mövenpick Hotel Zürich Regensdorf

2 AGENDA ITEMS AND PROPOSALS 1 Approval of the Combination of KABA Group with DORMA Group (Contribution of participations, acquisition of a participation, pre-resolution regarding the transfer agreement, capital increase) The Board of Directors proposes to the shareholders to approve the combination of KABA Group with DORMA Group in accordance with the more detailed description contained in the "Information Brochure for the Shareholders of Kaba", as well as to take a pre-resolution regarding the transfer agreement (as described in more detail below); accordingly, the Board of Directors proposes to introduce a new 36 to the Articles of Incorporation. The combination comprises, inter alia, the following material elements: The contribution of the participations held by Kaba Holding AG into DORMA Holding GmbH + Co. KGaA. After completion of the transaction, Kaba Holding AG will hold 52.5% and the Mankel family 1 will hold 47.5% of DORMA Holding GmbH + Co. KGaA; the acquisition of a participation of 52.5% in DORMA Beteiligungs-GmbH by Kaba Holding AG from the Mankel family. DORMA Beteiligungs-GmbH is the sole general partner and manager of DORMA Holding GmbH + Co. KGaA; a governance structure reflecting the participation of the pool shareholders (as further described in the "Information Brochure for the Shareholders of Kaba") and, in particular, of the Mankel family in dorma+kaba Group, including an appropriate representation on the Board of Directors of Kaba Holding AG as well as corresponding governance rights; a transfer agreement between Kaba Holding AG and the Mankel family according to which the Mankel family may, in case of a change of control in Kaba Holding AG (as further described in the "Information Brochure for the Shareholders of Kaba"), acquire a participation of approximately 2.6% in DORMA Holding GmbH + Co. KGaA (which will be renamed dorma+kaba Holding GmbH + Co. KGaA) and in DORMA Beteiligungs-GmbH (which will be renamed dorma+kaba Beteiligungs-GmbH) at market price and nominal value, respectively (as further described in the "Information Brochure for the Shareholders of Kaba"). Consequently, the Mankel family will, after exercising its rights under the transfer agreement, hold 50.1% of DORMA Holding GmbH + Co. KGaA and DORMA Beteiligungs-GmbH, and Kaba Holding AG will no longer be in a position to fully consolidate the operational business of the dorma+kaba Group. With decision dated April 22, 2015, the Swiss Takeover Board decided that the signing and potential consummation of the transfer agreement is in compliance with Swiss takeover law; in the context of a capital increase, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA will subscribe for 380,000 shares out of authorized capital (representing 9.06% of the share capital after the capital increase) following the approval of the general meeting of shareholders of all proposals pursuant to this invitation. 1 The Mankel family comprises several companies directly or indirectly controlled by Karl-Rudolf Mankel, Christine Mankel and Stephanie Brecht-Bergen, including Mankel Family Office GmbH and Familie Mankel Industriebeteiligungs GmbH + Co. KGaA, both with seat in Ennepetal, Germany. For further details with respect to the holding structure as well as with respect to the respective parties to the different agreements, reference is made to the "Information Brochure for Shareholders of Kaba".

3 Proposed Wording of the Articles of Incorporation 36 Pre-Resolution by the General Meeting for a Change of Control Situation The Extraordinary General Meeting of Shareholders of May 22, 2015 approved the transfer agreement dated April 29, 2015 between the quota holders of dorma+kaba Holding GmbH + Co. KGaA and dorma+kaba Beteiligungs-GmbH which governs the following transfers (which are subject to conditions precedent) by the Company in case of a change of control in the Company: (a) a participation of approximately 2.6% in dorma+kaba Holding GmbH + Co. KGaA shall be transferred to Familie Mankel Industriebeteiligungs GmbH + Co. KGaA against payment of the market value of such participation as per the date of transfer; and (b) a participation of approximately 2.6% in dorma+kaba Beteiligungs-GmbH shall be transferred to Mankel Family Office GmbH against payment of the nominal value of such participation. The market value of the participation in dorma+kaba Holding GmbH + Co. KGaA to be transferred is equivalent to (i) the value that results from applying the valuation formula that was used to value KABA Group and DORMA Group at the time of their combination or, if higher, (ii) the VWAP of the shares of the Company (these values will be calculated pursuant to the detailed terms set forth in the transfer agreement). The transfers set forth in paragraph 1 can be effected by purchase declarations and further closing actions by the persons entitled to the purchase without involvement of the Company in the following change of control situations: A third party directly, indirectly or acting in concert with one or more third persons or as member of an organized group of third persons (a) holds, pursuant to a publication on the website of the Disclosure Office of SIX Swiss Exchange, 33⅓% or more of the voting rights in the Company, whether exercisable or not, in shares pursuant to Article 12 paragraph 1 lit. a no. 1 SESTO-FINMA, (b) holds, pursuant to a publication on the website of the Disclosure Office of SIX Swiss Exchange AG, 33⅓% or more of the voting rights in the Company, whether exercisable or not, in purchase positions pursuant to Article 12 paragraph 1 lit. a SESTO-FINMA and the competent Swiss authority decreed or decided with binding effect that one or more of the shareholders listed in the disclosure notice are obliged to make a mandatory public takeover offer to the shareholders of the Company or (c) publishes the final result of a voluntary public takeover offer following the completion of which it holds at least 33⅓% of the voting rights in the Company, whether exercisable or not. The details of the purchase declarations of the persons entitled to the purchase and the further closing actions which will give effect to the transfers (without involvement of the Company) are governed by the transfer agreement approved by the General Meeting of Shareholders by means of a pre-resolution. The approval of the transfer agreement by the General Meeting of Shareholders may be revoked by means of a resolution by the General Meeting of Shareholders. Such a resolution on revocation is to be taken (a) after the publication of a public takeover offer within the meaning of Article 22 SESTA regarding the purchase of all outstanding shares in the Company and before the end of the offer period (initial period) of the offer and (b) with the following majority quorum: Until the end of December 31, 2018 with a majority of at least 75% of the votes represented and as of January 1, 2019 with a majority of at least 50% of the votes represented. If the resolution on revocation is taken within the period mentioned in lit. (a) above but after the consummation of the transfer as governed by the transfer agreement, the transfer is to be un- 2

4 wound. The transfer agreement is available for inspection at the office of record of the Company. In case of a restructuring of the dorma+kaba Group, the transfer agreement will be amended to be in line with the new structure and will be replaced by another agreement and/or instrument, without changing in substance the purpose of the transfer agreement as well as its function and effects. Accordingly, the pre-resolution continues to apply. The completion of the combination of KABA Group with DORMA Group is subject to the condition precedent that the general meeting of shareholders approves agenda item no. 1 and all proposals under agenda items nos. 2 7 as well as fulfillment of other customary closing conditions (e.g., anti-trust approvals and that the decision by the Swiss Takeover Board of April 22, 2015 entered into legal force). The resolution regarding the introduction of 36 in the Articles of Incorporation is subject to the condition precedent that the combination will be completed, and the application for registration will only be filed with the Commercial Register of the Canton of Zurich at completion of the combination. Further important information can be found in the "Information Brochure for the Shareholders of Kaba" which is available on the website of the company The shareholders are requested to consult the brochure; the above explanations are only a summary not describing in full detail the combination and the implications arising thereof for the shareholders. 2 Formally Selective Opting Out (Conditional Resolution) The Board of Directors proposes to exempt Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH as well as their respective direct or indirect quota holders individually or together with shareholders 2 of the company with whom they entered into a pool agreement (Shareholder Pool) in connection with the combination of KABA Group with DORMA Group from the obligation to make an offer pursuant to Article 32 para. 1 of the Swiss Federal Act on Stock Exchanges and Securities Trading of March 24, 1995 and, accordingly, to introduce a new 5a to the Articles of Incorporation. 2 The following persons are a party to the pool agreement dated April 29, 2015: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA, Mankel Family Office GmbH, KRM Beteiligungs GmbH, Christine Mankel and Stephanie Brecht-Bergen as well as Martina Bössow Kuenzle, Anja Bremi Forrer, Ulrich Bremi, Balz Caspar Dubs, Karina Dubs Kuenzle, Kevin Benjamin Dubs, Linus Benedict Dubs, Anja Flückiger Kuenzle, Christian Forrer, Karin Forrer, Anna Katharina Kuenzle, Clive Charles Kuenzle, Creed Kuenzle, Michael Kuenzle, Alexandra Sallai Forrer, Christoph Sallai, Andrea Ullmann Bremi, Sascha Ullmann, Adrian Weibel and Tonia Weibel, as well as those persons who will join the pool agreement in the future. 3

5 Proposed Wording of the Articles of Incorporation 5a Opting Out In the following cases, Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH as well as their respective direct or indirect quota holders individually or together with shareholders of the Company with whom they entered into a pool agreement (Shareholder Pool) in connection with the combination of KABA Group with DORMA Group are exempted from the obligation to make an offer pursuant to Article 32 para. 1 of the Swiss Federal Act on Stock Exchanges and Securities Trading of March 24, 1995: (a) Combination of KABA Group with DORMA Group pursuant to the transaction agreement dated April 29, 2015 between Familie Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH on the one hand and the Company on the other hand; (b) Transactions in shares of the Company between parties of the Shareholder Pool and/or with third parties that result in changes of the majorities within the Shareholder Pool, changes in the composition of the Shareholder Pool or changes in the direct overall participation of the parties to the Shareholder Pool in the Company, as long as such a direct overall participation does not exceed 33⅓% of the voting rights in the Company; (c) Dissolution of the Shareholder Pool; (d) Consummation of the transfer agreement described in 36 of the Articles of Incorporation. This so-called formally selective opting out is a mandatory element of the envisaged combination of KABA Group with DORMA Group. The Board of Directors and the Executive Management of Kaba Holding AG consider the envisaged combination to be in the long-term interest of Kaba Holding AG and its shareholders. In order to allow the combination and the planned participation structure in Kaba Holding AG and to maintain Kaba Holding AG as a public company, the Shareholder Pool in its respective composition (including the respective direct and indirect quota holders of Mankel Industriebeteiligungs GmbH + Co. KGaA and Mankel Family Office GmbH) shall be exempted from the duty to make an offer pursuant to Article 32 para. 1 of the Swiss Federal Act on Stock Exchanges and Securities Trading of March 24, 1995 in connection with (i) the consummation of the combination, (ii) transactions in shares of Kaba Holding AG between parties of the Shareholder Pool and/or with third parties that result in changes (a) of the majorities within the Shareholder Pool, (b) in the composition of the Shareholder Pool or (c) in the direct overall participation of the parties to the Shareholder Pool in the company, as long as such a direct overall participation does not exceed 33⅓% of the voting rights in Kaba Holding AG, (iii) the dissolution of the Shareholder Pool, or (iv) the consummation of the transfer agreement described in 36 of the Articles of Incorporation. Hence, the formally selective opting out does not apply if any shareholder, acting alone or in concert, exceeds the threshold of 33⅓% of the voting rights in Kaba Holding AG. Pursuant to the pool agreement, the parties to the Shareholder Pool are obliged, in case of the sale of 27% or more of the voting rights in Kaba Holding AG, to oblige the acquirer to make an offer to all shareholders of Kaba Holding AG at the same price as the acquirer offers to the parties to the Shareholder Pool. 4

6 5a may be cancelled or amended by a qualified majority of two-thirds of the votes represented at the general meeting of shareholders. The resolution regarding this proposal is subject to the double simple majority of all votes cast and all votes cast under exclusion of the votes represented by the members of the Shareholder Pool. The resolution regarding the introduction of 5a to the Articles of Incorporation is subject to the condition precedent that the combination will be completed, and the application for registration will only be filed with the Commercial Register of the Canton of Zurich at completion of the combination. Further important information can be found in the "Information Brochure for the Shareholders of Kaba" which is available on the website of the company The shareholders are requested to consult the brochure; the above explanations are only a summary not describing in full detail the combination and the implications arising thereof for the shareholders. 3 Change of Name into dorma+kaba Holding AG (Conditional Resolution) (Amendment of 1 of the Articles of Incorporation) In connection with the combination of Kaba Group with DORMA Group, the Board of Directors proposes to change the name of the company and accordingly, to amend 1 of the Articles of Incorporation as follows: Current wording of the Articles of Incorporation Proposed Wording of the Articles of Incorporation 1 Name, Office of Record, Duration A joint stock company named 1 Name, Office of Record, Duration A joint stock company named Kaba Holding AG (Kaba Holding SA) (Kaba Holding Ltd) dorma+kaba Holding AG (dorma+kaba Holding SA) (dorma+kaba Holding Ltd) of unlimited duration is in existence, with its office of record in Rümlang. of unlimited duration is in existence, with its office of record in Rümlang. Furthermore, the part "Kaba" of the company's name in 23 para. 3 as well as 24 para. 5 lit. a) of the Articles of Incorporation is to be replaced by "dorma+kaba". The resolution regarding the change of the name is subject to the condition precedent that the combination will be completed, and the application for registration will only be filed with the Commercial Register of the Canton of Zurich at completion of the combination. 5

7 4 Further Amendments to the Articles of Incorporation (Conditional Resolutions) In connection with the combination of KABA Group with DORMA Group, the Board of Directors proposes to amend the Articles of Incorporation as follows: 4.1 Cancellation of the Limitation on Transferability (Amendment of 5 of the Articles of Incorporation as well as 3a and 3b para. 3 of the Articles of Incorporation) The Board of Directors proposes to cancel the limitation on transferability and accordingly, to amend 5 of the Articles of Incorporation as well as 3a and 3b para. 3 of the Articles of Incorporation as follows: Current wording of the Articles of Incorporation Proposed wording text of the Articles of Incorporation 5 Stock Ledger, Share Transfer With respect to registered shares, only those persons listed in the stock ledger will be recognized as shareholders of the Company. Transfer of registered shares shall require approval by the Board of Directors, which may delegate this authority wholly or in part. The transfer of registered shares may be denied for the following reasons: (a) in the case of individuals or corporations or partnerships, if they would acquire more than 5% of all share votes as a result of the stock transfer. This includes corporations and partnerships associated with one another by capital or votes, by the same management, or in any other manner, as well as all natural persons and corporations who have combined to form one person for the purpose of circumventing this restriction. The limitation to 5% of all share votes shall apply in the case of subscription or acquisition of registered shares by the exercise of subscription, option, or conversion rights. 5 Stock Ledger, Share Transfer The Company maintains a share register for the registered shares that lists the surname, first name (in the case of legal entities, the company name), address and citizenship (in the case of legal entities, the company seat) of the holders and usufructuaries of the registered shares. A person recorded in the share register shall notify the Company of any change in address. Until such notification shall have occurred, all written communications to persons of record shall be deemed to have validly been made if sent to the address recorded in the share register. An acquirer of shares shall be recorded upon request in the share register as a shareholder with voting rights, if such acquirer expressly declares to have acquired the registered shares in his own name and for his own account. The Board of Directors records persons who do not expressly declare to hold the registered shares for their own account (Nominees) as shareholders with voting rights in the share register, if such Nominee has entered into an agreement regarding its position with the Board of Directors and is subject to a recognized banking or finance supervision. 6

8 For shareholders who are registered in the stock ledger with more than 5% of all share votes on November 13, 1995 the Board of Directors may provide for exceptions to this restriction on the basis of a regulation to be adopted. (b) when authorization of the transfer of registered shares could prevent the Company from furnishing legally required evidence regarding the constituency of its body of shareholders. (c) when the registered shares are held in custody. After hearing the registered shareholder or Nominee concerned, the Board of Directors may cancel the registration in the share register with retroactive effect as of the date of registration, if such registration was made based on false or misleading information. The person concerned shall be informed of the cancellation. The Board of Directors shall regulate the details and issue the instructions necessary for compliance with the preceding provisions. In special cases, it may grant exemptions from the rule concerning Nominees. The Board of Directors may delegate its duties. Current wording of the Articles of Incorporation Proposed wording of the Articles of Incorporation 3a Conditional Share Capital, Issuance of Bonds The share capital may be increased by an amount not exceeding CHF 36,000 by issuing up to 360,000 fully paid registered shares with a nominal value of CHF 0.10 each through exercise of conversion and/or option rights which have been granted in connection with the issuance of bonds and similar instruments by the Company or a Group Company as well as by exercise of warrants which have been conferred on shareholders. If bonds or similar instruments are issued in connection with conversion or option rights, the pre-emptive subscription rights of the existing shareholders shall be excluded. The right to subscribe for new shares shall inure on the respective holders of conversion and/or option rights. The terms of conversion and/or option exercise shall be set by the Board of Directors. The purchase of shares by exercise of conversion and/or option rights as well as every subsequent transfer of shares are subject to the transfer and voting right restrictions pursuant to paragraphs 5 and 3a Conditional Share Capital, Issuance of Bonds [unchanged] The purchase of shares by exercise of conversion and/or option rights as well as every subsequent transfer of shares are subject to the restrictions pursuant to 5 of the Articles of Incorporation. 7

9 10 of these Articles of Incorporation. The Board of Directors shall be entitled to limit or abolish the preferential purchase right of existing shareholders in connection with the issuance of bonds or similar instruments with conversion and/or option rights if such instruments are used for the purpose of financing the takeover of enterprises, parts of an enterprise or equity interests. If the Board of Directors abolishes the preferential purchase right, the following shall apply: the convertible bonds or bonds with stock options shall be issued at market prices, and the issuance of new shares shall be made pursuant to the then applicable terms of conversion or option exercise. Conversion rights may be exercised for no more than ten years, and option rights may be exercised for no more than seven years, after the time of the relevant issuance of bonds. [change concerns a typo in the German version. English version remains unchanged] Current wording of the Articles of Incorporation Proposed wording of the Articles of Incorporation 3b Abs. 3 The purchase of shares within the scope of the employee stock option plan as well as all sub-sequent transfers of such shares shall be subject to 5 of the Articles of Incorporation. The shares are further subject to the voting rights limitations set forth in 10 of the Articles of Incorporation. 3b Abs. 3 The purchase of shares within the scope of the employee participation program as well as all subsequent transfers of such shares shall be subject to 5 of the Articles of Incorporation. 8

10 4.2 Cancellation of the Limitation of Voting Rights (Amendment of 10 of the Articles of Incorporation) The Board of Directors proposes to cancel the limitation of voting rights and accordingly, to amend 10 of the Articles of Incorporation as follows: Current wording of the Articles of Incorporation Proposed wording of the Articles of Incorporation 10 Right to Vote, Representation Each share shall entitle the shareholder to one vote in the General Meeting of Shareholders. A shareholder, however, may exercise directly or indirectly for his own shares and the shares he represents, the voting right of a maximum of 5% of all stock voting rights. Corporations and partnerships connected with one another by capital or votes, by the same management or in another fashion, as well as natural persons or corporations or partnerships formed for the purpose of circumventing the voting restrictions, shall be considered as one person. This limitation does not apply to the independent proxy. 10 Right to Vote, Representation [unchanged] [para. 4 will become para. 2] This voting restriction shall not apply to shareholders who, when this provision of the Articles of Incorporation was issued, were already listed in the stock ledger with registered shareholdings representing more than 5% of all the stock voting rights. A shareholder may be represented only by one other shareholder with a written proxy or by the independent proxy. [unchanged] 9

11 4.3 Resolutions of the Board of Directors (Amendment of 17 para. 3 of the Articles of Incorporation) The Board of Directors proposes to amend the statutory provision regarding the resolutions of the Board of Directors as follows and accordingly, to amend 17 para. 3 of the Articles of Incorporation as follows: Current wording of the Articles of Incorporation Proposed wording of the Articles of Incorporation 17 Abs. 3 The Board of Directors shall constitute a quorum when more than half of its members are present. It shall pass its resolutions and conduct its votes on the basis of the majority of members present. The Chairman shall also vote; in case of a tie vote, his vote shall count twice. 17 Abs. 3 The Board of Directors shall establish the procedure regarding the adoption of resolutions, including the applicable quorum regarding attendance and decisionmaking, in the organizational regulations. The Chairman shall have no casting vote. 4.4 Resolution approval quorum of the General Meeting of Shareholders (Addition to 12 para. 2 of the Articles of Incorporation) The Board of Directors proposes to introduce a resolution approval quorum of two-thirds of the votes represented for the (re-)introduction of a limitation of voting rights, for capital increases as well as for an amendment of the provision regarding resolutions of the Board of Directors pursuant to 17 para. 3 and the selective exemption from the obligation to make an offer pursuant to the new 5a as well as to reserve the quorum pursuant to the new 36 para. 4 and accordingly, to amend 12 para. 2 and 3 of the Articles of Incorporation as follows: Current wording of the Articles of Incorporation Proposed wording of the Articles of Incorporation 12 Abs. 2 and 3 For resolutions covering - conversion of registered shares into bearer shares; - dissolution of the Company (including as a result of merger); - amendment of 5, 12 and 16 of the Articles of Incorporation approval shall require at least two-thirds of the represented votes. 12 Abs. 2 and 3 For resolutions covering - conversion of registered shares into bearer shares; - dissolution of the Company (including as a result of merger); - amendment of 5a, 12, 16 and 17 para. 3 of the Articles of Incorporation 10

12 The compulsory rules of the law are reserved. - the introduction of limitations of voting rights - capital increases approval shall require at least two-thirds of the represented votes. The compulsory rules of the law and 36 para. 4 of these Articles of Incorporation are reserved. The resolutions under this agenda item 4 are subject to the condition precedent that the combination of Kaba Group and DORMA Group will be completed, and the application for registration in the Commercial Register of the Canton of Zurich will only be filed at completion of the combination. 5 Elections to the Board of Directors (Conditional Elections) In connection with the combination of Kaba Group with DORMA Group, the Board of Directors proposes to elect the following persons as members of the Board of Directors, each for a term of office until the end of the next ordinary general meeting of shareholders (each by way of a separate election). 5.1 Election of Christine Mankel as member 5.2 Election of Stephanie Brecht-Bergen as member 5.3 Election of Dr. Hans Gummert as member The election of the proposed new members of the Board of Directors is subject to the condition precedent that the combination will be completed and will become effective as per the completion of the combination. Further details regarding the proposed candidates are available online at 11

13 6 Election to the Compensation Committee (Conditional Election) In connection with the combination of KABA Group with DORMA Group, the Board of Directors proposes to elect Dr. Hans Gummert as member of the compensation committee for a term of office until the end of the next ordinary general meeting of shareholders. This election is subject to the condition precedent that the combination will be completed and will become effective as per the completion of the combination. 7 Dividend Paid Out of from Reserves from Capital Contribution (Conditional Resolution) In connection with the combination of KABA Group with DORMA Group, the Board of Directors proposes to use a portion from reserves from capital contribution as follows: CHF million Distribution of a dividend from reserves from capital contribution in the amount of CHF 50 per share 191,0* The proposed dividend from reserves from capital contribution is tax privileged. The reserves from capital contribution may be distributed to persons residing in Switzerland and holding the shares in their private property without deduction of the Swiss withholding tax of 35% and without income tax consequences. The proposed dividend is subject to the condition precedent that the combination will be completed and will become effective as per the completion of the combination. The company will determine and announce the date of payment of the dividend with the completion of the combination (Effective Date). * Calculated based on the number of outstanding shares as of April 29, The aggregate amount of released reserves from capital contribution transferred to balance sheet profit and the proposed distribution depends on the number of shares entitled to dividend payments as of the Effective Date. Treasury shares of Kaba Holding and the 380,000 shares to be issued out of authorized capital are not entitled to dividend payments. 12

14 Documentation The "Information Brochure for the Shareholders of Kaba" is available for review by the shareholders at the company's headquarters in 8153 Rümlang, Hofwisenstrasse 24, as of May 1, The information brochure may be ordered under the above address and is available online at Admission Cards Shareholders in the share register with voting rights until May 15, 2015, will receive the invitation to the general meeting of shareholders with the proposals of the Board of Directors by mail. Upon returning the reply form, the shareholders will be sent the admission card and voting slips. No entries will be made in the share register from May 16, 2015 until May 22, Owners of registered shares who sell their shares prior to the general meeting of shareholders shall no longer be eligible to vote. Shareholders who sell or buy portions of their shares are kindly requested to have their admission card updated at the information desk on the day of the general meeting of shareholders. Representation/Proxy Shareholders who cannot personally attend the general meeting of shareholders may have themselves represented as follows: - by another shareholder who is entered in the share register: Please order your admission card, complete the proxy form on the reverse side of the admission card and submit it to the proxy holder together with the voting slips, or - by the independent proxy, Andreas G. Keller, attorney-at-law, P.O. Box 2924, 8021 Zurich, Switzerland: You may grant a power of attorney by using the enclosed reply form or using the online voting platform. To the extent you do not provide specific instructions on the proxy form, you instruct the independent proxy to vote in favour of the proposals of the Board of Directors. Electronic Proxies and Instructions to the Independent Proxy Kaba Holding AG offers its shareholders the opportunity to register online and to order their admission card or to grant power of attorney and issue voting instructions to the independent proxy electronically until the close of the online voting period on May 20, 2015 at 2 p.m. Information to access the online voting platform are included on the reply form. Should you have any questions, please find contact information for support on the homepage of the platform. Shareholders who granted power of attorney and voting instructions electronically are not permitted to cast their votes at the general meeting of shareholders in person, but can attend the general meeting of shareholders as guests. 13

15 Voting Rights and Representation Restrictions We wish to draw the attention of our shareholders to 10 of the Articles of Incorporation, according to which a shareholder may only be represented by another shareholder, and a shareholder may directly with his or her own shares, or indirectly with represented shares exercise no more than 5% of all votes. This limitation does not apply to shareholders who were entered in the share register prior to 13 November 1995 with more than 5% of all votes. The general meeting of shareholders will be conducted in German. An English translation will be available. Rümlang, May 1, 2015 Kaba Holding AG Ulrich Graf Chairman of the Board of Directors Kaba Holding AG, Hofwisenstrasse 24, 8153 Rümlang, Switzerland Telephone , Fax