TE Connectivity plc DEFM14A, filed Apr 24, 2024

TE Connectivity plc (TEL)

DEFM14A 2024-04-24

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PROXY STATEMENT SUMMARY		2
QUESTIONS AND ANSWERS ON THE SOLICITATION AND THE VOTING		7
SUBMIT YOUR PROXY TO THE INDEPENDENT PROXY		25
SUMMARY OF THE MERGER		26
RISK FACTORS		37
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		42
PROPOSAL NO. 1 APPROVAL OF THE MERGER AGREEMENT		44
PROPOSAL NO. 2 APPROVAL OF CREATION OF DISTRIBUTABLE RESERVES OF IRISH TEL		55
MATERIAL TAX CONSIDERATIONS		57
DESCRIPTION OF THE SHARE CAPITAL OF IRISH TEL		68
COMPARISON OF RIGHTS OF SHAREHOLDERS		81
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		100
EXPERTS		101
LEGAL MATTERS		101
FUTURE SHAREHOLDER PROPOSALS		101
Annex A — Merger Agreement		A-1
Annex B — Proposed Memorandum and Articles of Association of Irish TEL		B-1
Annex C — Relevant Territories		C-1

	Time and Date			2:00 pm Central European Time on June 12, 2024
	Place			Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland
	Record Date:			May 23, 2024
	Voting:			Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Special General Meeting
	Admission:			All shareholders are invited to attend the Special General Meeting. Registration will commence on the day of the meeting.

			Board Recommendation
1. To approve the Merger Agreement by and between Swiss TEL and Irish TEL, as a result of which Swiss TEL common shares will be delisted, cancelled and cease to exist, and you will become a shareholder of Irish TEL and hold the same number of NYSE listed ordinary shares in Irish TEL that you held in Swiss TEL immediately prior to the Merger			FOR
2. To approve the reduction of the share premium account of Irish TEL to allow for the creation of distributable reserves of Irish TEL and facilitate Irish TEL to make distributions, to pay dividends or to repurchase or redeem Irish TEL ordinary shares following the completion of the Merger			FOR

Example Shareholder Rights	Before Merger	After Merger
Election of directors by shareholders	Generally, by a majority of the votes cast unless at any election in which the Chairman determines that the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then by plurality of the votes cast. Directors are elected annually	By a majority of votes cast unless at any election, the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then by plurality of votes cast. Directors elected annually
Number of directors	Minimum of two directors	Minimum of two directors and maximum of fourteen directors
Shareholder approval of executive and director compensation	Required and subject to annual advisory “say-on-pay” vote under SEC rules. Must also annually approve the maximum aggregate amount of compensation prospectively for the following business year of the board of directors and, separately, of the executive management	Required and subject to annual advisory “say-on-pay” vote under SEC rules
Shareholder proposals regarding items on the agenda at annual general meeting	Must generally be submitted at least 120 calendar days before the first anniversary of the date that Swiss TEL’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders	Must generally be submitted not earlier than 120 days and not later than 90 days before the anniversary of the date Irish TEL’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders
Shareholder right to call special meetings	Upon request by one or more shareholders holding at least 5% of share capital or votes of Swiss TEL	Upon request by shareholders holding at least 10% of share capital of Irish TEL
Shareholder right to remove directors	Requires approval by a majority of the votes of the shares entitled to vote	Requires approval by a majority of votes cast
Shareholder right to fill director vacancies	Vacancy filled by a shareholder vote at a general meeting of shareholders	Vacancy filled by approval of shareholders at general meeting. Board of directors also has power to fill vacancies on the board on an interim basis

Example Shareholder Rights	Before Merger	After Merger
Payment of dividends	Generally requires affirmative vote of shareholders holding a majority of the votes cast at a general meeting of shareholders and only if a corporation has sufficient distributable profits, or if it has distributable reserves	Directors may approve without shareholder resolution
Merger vote requirement	Approval of at least two-thirds of the votes represented at a shareholders meeting (plus the majority of the par value of shares)	Generally, at least a majority in number of shareholders, representing at least 75% of the votes cast at shareholders meeting. If a takeover offer, requires acquisition of more than 50% of voting rights; may squeeze out others if buyer acquires at least 80% of shares to which the offer relates
Mandatory takeover bid	Not applicable as long as Swiss TEL common shares do not trade on a Swiss Exchange	Upon acquisition of 30% of voting rights
Voting rights	Generally, one vote per share	One vote per share
Preferred shares	Not authorized; a resolution of the general meeting of shareholders approved by two-thirds of the shares represented (plus the majority of the par value of shares) would be required to establish preferred voting shares	Not generally authorized; a special resolution of shareholders at general meeting (requiring at least 75% of the votes cast) would be required to establish such shares.
Quorum (generally)	All resolutions and elections made by the general meeting of the shareholders require the presence of at least a majority of the shares entitled to vote	Two or more persons holding or representing by proxy at least a majority of the shares of Irish TEL entitled to vote
Preemptive rights	Shareholders generally have preemptive rights, however, Swiss TEL has opted for them to be limited or withdrawn by the board in many circumstances	Shareholders have preemptive rights; however, Irish TEL has opted out of them. The opt-out requires renewal after 5 years on an annual basis
Amendment to charter document	Shareholders are generally permitted to amend the Swiss TEL articles of association with a relative majority of the share votes cast in person or by proxy (not counting abstentions, broker non-votes or blank or invalid ballots, which have no effect); however amendment of certain provisions of the Swiss TEL	Only by resolution of shareholders at general meeting; requires at least 75% of the votes cast


	Carol A. (“John”) Davidson Chairman of the Board TE Connectivity Ltd.			Terrence R. Curtin Chief Executive Officer and Director TE Connectivity Ltd.

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	The rights of Swiss TEL shareholders are governed by Swiss law and the Swiss TEL articles of association.			The rights of Irish TEL shareholders are governed by Irish law and the Irish TEL Articles.
	Authorized and Issued Shares
	Swiss TEL has a registered share capital of CHF 180,447,625.17, consisting of 316,574,781 registered shares with a par value of CHF 0.57 per share.			The authorized share capital of Irish TEL is US$15,000,002 divided into 1,500,000,000 ordinary shares with a par value of $0.01 per share and 2 Preferred Shares with a par value of $1.00 per share, and €25,000, divided into 25,000 ordinary A shares with a par value of €1.00 per share.
	In addition, Swiss TEL’s board of directors is authorized to increase and/or reduce the share capital once or several times within the upper limit of CHF 216,537,150.09, corresponding to 379,889,737 registered shares with a par value of CHF 0.57 each, and the lower limit of CHF 144,358,100.25, corresponding to 253,259,825 registered shares with a par value of CHF 0.57 each. After expiration of the current one-year period on March 13, 2025, the capital band would be available to the board of directors for issuance of additional registered shares or reduction of the share capital only if the authorization is reapproved by the shareholders for another period (of up to five years). The share capital of Swiss TEL may also be increased by an amount not exceeding CHF 90,223,812.30 through the issue of a maximum of 158,287,390 registered shares, payable			Immediately prior to the completion of the Merger, the issued share capital of Irish TEL will be €25,000 and $1, comprised of 25,000 ordinary A shares with a par value of €1.00 per share and one Preferred Share with a par value of $1.00. One further Preferred Share with a par value of $1.00 will be issued immediately following the Merger to facilitate the Reserves Proposal. Based on the number of Swiss TEL shares outstanding as of April 18, 2024, Irish TEL is expected to issue 306,372,204 ordinary shares with a nominal value of $0.01 per share to the former shareholders of Swiss TEL on the completion of the Merger (plus any shares issued in connection with exercises and/or vesting of outstanding equity awards and less any shares repurchased between April 18, 2024 and the completion of the Merger). All shares issued upon the effective time of the Merger will be duly and validly issued as fully paid

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	in full, with a par value of CHF 0.57 each (approx. 49.9% of the share capital registered in the commercial register) through the exercise of conversion and/or option or warrant rights granted in connection with bonds, notes or similar instruments, issued or to be issued by Swiss TEL or by its subsidiaries, including convertible debt instruments or in connection with the exercise of option rights granted to any employee of Swiss TEL or any of its subsidiaries, and any consultant, members of the Board of Directors, or other person providing services to Swiss TEL or any of its subsidiary.			up. In addition, upon completion of the Merger, Irish TEL will acquire and cancel, for no consideration, all of its 25,000 issued and outstanding ordinary A shares and the 2 outstanding Preferred Shares. Irish TEL may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association. As a result, upon completion of the Merger, Irish TEL would be able to issue further shares with a total nominal value of $11,936,277.96 and €25,000, comprised of 1,193,627,796 ordinary shares with a nominal value of $0.01 each, and 25,000 ordinary A shares with a nominal value of €1.00 per share.
				As a matter of Irish company law, the directors of a company may issue new ordinary shares without shareholder approval once authorized to do so by the memorandum and articles of association of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by an ordinary resolution. Accordingly, the Irish TEL Articles authorize the board of directors of Irish TEL to issue new ordinary shares without shareholder approval for a period of five years from the date of the adoption of the Irish TEL Articles.
				The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of Irish TEL’s shareholders. The shares comprising the authorized share capital of Irish TEL may be divided into shares of such par value as the resolution shall prescribe.
	Preferred Shares
	The board of directors does not have the power to establish any class or series of preferred shares. The power to do so is reserved to shareholders under Swiss law. The establishment of shares with preferential voting rights requires the affirmative vote of two-thirds of Swiss TEL’s voting rights, and a majority of the par value of Swiss TEL’s registered shares, represented at a general meeting to authorize the creation of preferred shares by amendment to Swiss TEL’s articles of association.			The authorized share capital of Irish TEL includes two Preferred Shares of $1.00 each. These Preferred Shares have the rights set out in Article 6 of the Irish TEL Articles and are being issued to facilitate the Reserves Proposal. The preferred shares will each be acquired by Irish TEL immediately following completion of the Merger and cancelled. Therefore, the board of directors does not otherwise have the power to establish any class or series of Preferred Shares without shareholder approval. A special resolution of the shareholders requiring not less than 75% of the votes of Irish TEL’s

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				shareholders cast at a general meeting would be needed to establish a new class of shares with preferential rights. The directors would then need to be authorized either under the Irish TEL Articles or by an ordinary resolution to issue new shares of that class in the same manner as is required for an issuance of ordinary shares of $0.01 nominal value each (see “— Authorized and Issued Shares” for more information).
	Variation of Rights
	The board of directors of Swiss TEL may not create shares with increased voting powers without the affirmative resolution adopted by shareholders holding at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at the meeting.			In accordance with the Irish TEL Articles, the rights attached to a class of shares may only be varied where a special resolution, passed at a separate general meeting of the holders of that class, sanctions the variation. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least a majority in nominal value of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding or representing by proxy at least a majority in nominal value of the issued shares of the class in question.
	Preemptive Rights and Advance Subscription Rights
	Swiss TEL’s shareholders generally have preemptive rights to obtain newly issued registered shares, as well as advance subscription rights to obtain newly issued rights in an amount proportional to the par value of the registered shares they already hold. Swiss TEL’s board of directors, however, has the ability to withdraw or limit these preemptive rights or advance subscription rights in certain limited circumstances. With the affirmative vote of shareholders holding two-thirds of the shares represented at the general meeting of shareholders, shareholders are able to withdraw or limit the preemptive rights or advance subscription rights for valid reasons, including a merger, an acquisition or any of the reasons authorizing Swiss TEL’s board of directors to withdraw or limit the preemptive rights of shareholders in the context of a capital increase as described under “— Authorized and Issued Shares.”			Certain statutory pre-emption rights apply automatically in favor of Irish TEL’s shareholders when shares in Irish TEL are to be issued for cash. However, Irish TEL has opted out of these pre-emption rights in its articles of association, as permitted under Irish company law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders, the Irish TEL Articles provide that this opt-out will lapse at the end of this period. A special resolution requires not less than 75% of the votes of Irish TEL’s shareholders cast at a general meeting. If the opt-out is not renewed, shares issued for cash must be offered to pre-existing shareholders of Irish TEL pro rata to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply (i) where equity securities are allotted for non-cash consideration (such as in a stock-for-stock acquisition), (ii) to the allotment of non-equity securities (that is, securities that have the right to participate only up to a specified amount in any income or capital distribution) or (iii) where shares are allotted pursuant to an employees’ share scheme or similar equity plan. Irish TEL may also, before lapse of the opt-out, make an offer or agreement

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				which would or might require Irish TEL ordinary shares to be allotted (or rights to be granted) after such lapse, and the directors may allot such shares or grant such rights as if the opt-out had not lapsed.
	New York Stock Exchange Shareholder Approval Requirements
	New York Stock Exchange rules require shareholder approval for issuances of shares equal to 20% or more of the outstanding shares or voting power, for certain issuances to directors and officers, and for the adoption of equity-based compensation plans, with limited exceptions.			Same.
	Issuance of Warrants and Options
	Swiss TEL’s board of directors from time to time may authorize Swiss TEL to issue bonds (including convertible bonds and bonds with options), notes, options, warrants or other securities in each case that represent a right to exchange, convert or exercise the security for Swiss TEL common shares (collectively, “Rights”). Swiss TEL’s articles of association permit the issuance of shares in connection with the exercise of such Rights, without obtaining additional shareholder approval, up to a maximum aggregate amount of approximately 50% of the share capital registered in the commercial register. These shares, which are referred to collectively as “Conditional Share Capital,” may be allotted according to Swiss TEL’s articles of association to two categories: (a) for shares issued through the exercise of Rights granted to third parties or shareholders in connection with bonds, notes, options, warrants and other similar securities issued by Swiss TEL or one of its subsidiaries and (b) for shares issued through the exercise of options and other similar Rights granted to members of the board of directors, members of the executive management, employees, contractors, consultants or other persons providing services to Swiss TEL or any of its subsidiaries or affiliates.			Irish TEL, as a company listed on the NYSE, will be subject to the same requirements for shareholder approval in connection with equity plans and issuances as Swiss TEL. In addition, the Irish TEL Articles provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Irish TEL is subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Act provides that directors may issue share warrants or options without shareholder approval once authorized to do so by the memorandum and articles of association or an ordinary resolution of shareholders. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization. The authority conferred can be for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the company by ordinary resolution. Because of this requirement of Irish law, the Irish TEL Articles authorize the board of directors to issue warrants or options without shareholder approval for a period of five years from the date of adoption of the Irish TEL Articles. The board may issue shares upon exercise of warrants or options without shareholder approval or authorization provided that the original warrants or options were issued when valid authorization was in place.

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	Dividends and Repurchase of Shares
	Under Swiss law, dividends may be paid out only if Swiss TEL has sufficient distributable profits, or if Swiss TEL has distributable reserves (either free reserves or reserves from additional paid-in capital), each as presented on the audited annual parent company statutory balance sheet. Swiss TEL must establish a general reserve equal to 20% of the corporation’s registered capital. If a reserve has not been established, 5% of the annual profits must be allocated to this reserve until the 20% threshold is reached, whereupon dividends may be paid without further allocation. Distributions made out of Swiss TEL’s registered share capital must be made by way of a capital reduction. The affirmative vote of a relative majority of the shares cast at a general meeting of shareholders must approve reserve reclassifications and distributions of dividends out of Swiss TEL’s retained earnings or contributed surplus and capital reductions. Dividends, including distributions out of Swiss TEL’s contributed surplus, may be declared in any major currency. Payments out of the registered share capital must be denominated in Swiss francs. Swiss TEL has paid all dividends from registered share capital in U.S. dollars at the U.S. dollar/Swiss franc exchange rate in effect shortly before the payment date.			Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of Irish TEL less accumulated realized losses of Irish TEL and includes reserves created by way of capital reductions. In addition, no distribution or dividend may be made unless the net assets of Irish TEL are equal to, or in excess of, the aggregate of Irish TEL’s called up share capital plus undistributable reserves and the distribution does not reduce Irish TEL’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Irish TEL’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Irish TEL’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. The determination as to whether or not Irish TEL has sufficient distributable reserves to fund a dividend must be made by reference to “relevant financial statements” of Irish TEL. The “relevant financial statements” will be either the last set of unconsolidated annual audited financial statements laid before a meeting of shareholders or unconsolidated, interim unaudited financial statements prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Irish TEL’s unconsolidated financial position and accord with accepted accounting practice. The relevant financial statements must be filed in the Companies Registration Office (the official public registry for companies in Ireland).
	Swiss TEL’s board of directors has the power to cause Swiss TEL to repurchase its shares to be held in treasury, so long as the total nominal value of the shares acquired and held in treasury does not exceed 10% of Swiss TEL’s registered share capital and Swiss TEL has freely disposable equity in an amount equal to the repurchase price at such time. If the shareholders’ meeting authorizes Swiss TEL’s board of directors to repurchase shares for cancellation purposes, the 10% threshold does not apply. Swiss TEL common shares acquired in excess of the 10% threshold must be disposed of within two years or cancelled by a reduction of share capital. Additional shareholder approval is required to cancel shares previously authorized by Swiss TEL for the repurchase for cancellation purposes.			We are taking steps to create distributable reserves. See “Risk Factors” and “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”. The mechanism as to who declares a dividend and when a dividend shall become payable will be governed by the Irish TEL Articles. The Irish TEL Articles authorize the directors to declare such interim dividends as appear justified from the profits of Irish TEL without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct, upon the recommendation of our directors, that the payment be made by distribution of assets,

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.
				The directors of Irish TEL may deduct from any dividend payable to any member all sums of money (if any) payable by them to Irish TEL in relation to the shares of Irish TEL.
				For information about the Irish tax issues relating to dividend payments, see “Material Tax Considerations — Irish Tax Considerations”.
				Article 4(b) of the Irish TEL Articles provides that any ordinary share which Irish TEL has acquired or agreed to acquire shall be deemed to be a redeemable share, unless the board of directors of Irish TEL specifically elects to treat such acquisition as a purchase for the purposes of the Irish Companies Act. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by Irish TEL will technically be effected as a redemption of those shares as described under “Description of the Share Capital of Irish TEL — Share Repurchases and Redemptions”. If the Irish TEL Articles did not contain Article 4(b), repurchases by Irish TEL would be subject to many of the same rules that apply to purchases of Irish TEL ordinary shares by subsidiaries described below under “Description of the Share Capital of Irish TEL — Share Repurchases and Redemptions”, including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this proxy statement/prospectus to repurchasing or buying back ordinary shares of Irish TEL, we are referring to the redemption of ordinary shares by Irish TEL pursuant to Article 4(b) of the Irish TEL Articles or the purchase of ordinary shares of Irish TEL by a subsidiary of Irish TEL, in each case in accordance with the Irish TEL Articles and Irish Companies Act as described below. See “Description of the Share Capital of Irish TEL — Share Repurchases and Redemptions” for additional information about share repurchases and redemptions by Irish TEL and its affiliates.
	Number of Directors
	Swiss TEL’s articles of association provide that the board of directors shall consist of at least two directors. The shareholders have an exclusive right to change the minimum and the maximum size of			The Irish Companies Act provides for a minimum of two directors. The Irish TEL Articles provide for a minimum of two directors and a maximum of fourteen directors. The shareholders of Irish TEL

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	the board by amending the articles of association.			may from time to time increase or reduce the maximum number, or increase the minimum number, of directors by a special resolution amending the articles of association. The Irish TEL Articles provide that the size of the board will be determined by the board from time to time.
	Term of Office of Directors
	Swiss TEL’s articles of association provide for one-year terms (from annual general meeting to the next annual general meeting). One-year terms are mandatory under applicable Swiss law.			Under the Irish TEL Articles, directors are subject to re-election at each annual general meeting, unless they previously are removed from office or resign. Any director who stands for re-election at an annual general meeting but whose election is not approved by an ordinary resolution of shareholders at that meeting, will retire at the end of the meeting.
				Irish TEL’s directors at the effective time of the Merger will serve until the next annual general meeting of Irish TEL.
	Election of Directors
	Directors are elected at the annual general meeting of shareholders. Directors are generally elected by the affirmative vote of a relative majority of the votes cast by shareholders. A relative majority means at least half plus one additional vote cast at the general meeting, not counting broker non-votes or blank or invalid ballots or abstentions. At any election for the board of directors in which the number of candidates exceeds the number of board positions available at the time of such election, the directors are to be elected by a plurality of votes cast. Shareholders may submit proposals to nominate persons for election to the board of directors provided that such nomination proposal is included on the agenda of the general meeting. A request for inclusion of an item on the agenda must generally be made at least 120 calendar days before the first anniversary of the date that Swiss TEL’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders. However, under Swiss law, no prior notice is required to make alternative proposals in relation to items that are already on the agenda, including nominations, and for certain other proposals, such as a proposal to call a special general meeting.			Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting, each by an individual resolution, and hold office until the next annual general meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the board. However, because Irish law requires a minimum of two directors at all times, in the event that an election results in no directors being elected, each of the two nominees receiving the greatest number of votes in favor of his or her election shall hold office until his or her successor shall be elected. In the event that an election results in only one director being elected, that director shall be elected and shall serve for a one-year term, and the nominee receiving the greatest number of votes in favor of their election shall hold office until his or her successor shall be elected. Shareholders may submit proposals to nominate persons for elections to the board of directors. Such request is subject to advance notice requirements as outlined in the Irish TEL Articles, including a requirement that such request be made not earlier than 120 days and not later than 90 days before the first anniversary of the date that Irish TEL’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders. If, at least 90 days before the first anniversary of the date that Irish TEL released the proxy statement for the preceding year’s annual general meeting, the

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				number of director nominees exceeds the number of directors to be elected, each of those nominees shall be voted upon as a separate resolution and the directors shall be elected by a plurality of the votes present in person or represented by proxy at such meeting and entitled to vote on the election of directors.
	Board Vacancies
	Under Swiss law, a shareholder vote at a general meeting of shareholders is required to fill vacancies on the board of directors.			The Irish TEL Articles provide that the directors shall have the authority to appoint directors to Irish TEL’s board, subject to the maximum in the articles of association. A vacancy caused by the removal of a director may be filled at the meeting at which the director is removed by resolution of Irish TEL’s shareholders or it may be filled by the board of directors.
				Any director so appointed shall hold office until the next annual general meeting of Irish TEL. During any vacancy in the board, the remaining directors shall have full power to act as the board.
	Resignation, Removal and Disqualification of Directors
	The office of a director is vacated if he or she gives notice of resignation. Only the shareholders may remove a director, and they may do so with or without cause by resolution at a shareholders’ meeting where such removal was properly set on the agenda.			The Irish Companies Act provides that, notwithstanding anything contained in the articles of association of a company or in any agreement between that company and a director, the shareholders may by an ordinary resolution remove a director from office before the expiration of his or her term. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) which the director may have against Irish TEL in respect of his or her removal.
				The office of a director will also be vacated if the director resigns, dies or suffers an incapacitating illness.
	Quorum for Board and Committee Meetings
	A majority of directors then in office constitutes a quorum for any meeting of the board. The quorum at a meeting of a committee of the board of directors is a majority of the members of the committee.			Same, unless, in the case of a meeting of a committee of the board of the directors, the committee shall consist of one or two members, in which event one member shall constitute a quorum.
	Special Meeting of the Directors
	Special meetings may be called by the Chairman, upon the request of any director or the Chief Executive Officer, pursuant to Swiss TEL’s Organizational Regulations, subject to providing a reason for so requesting a meeting.			This concept does not exist under the Irish Companies Act and has not been provided for in the Irish TEL Articles.

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	Board Committees
	All committee members must be directors. Committee proceedings are regulated by the organizational regulations.			Committees established by the board of directors of Irish TEL must include at least one member who is a director. Proceedings of committees are regulated by the Irish TEL Articles.
	Notice of Meetings of Shareholders
	Under Swiss law, notice of a general meeting of shareholders must be given not less than 20 calendar days prior to a meeting.			Notice of a general meeting must be given to Irish TEL’s directors, company secretary, shareholders and auditors. The Irish TEL Articles provide that the minimum notice period is 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting called for the passing of a Special Resolution. All other extraordinary general meetings shall be called by not less than 14 days’ notice.
	Record Date for Meetings of Shareholders
	The Swiss TEL board of directors has the right to determine the record date for purposes of determining which shareholders of record are entitled to vote at a general meeting of shareholders.			The Irish TEL Articles provide that the directors may, from time to time, fix a record date for the purposes of determining the rights of members to notice of and/or to vote at any general meeting of Irish TEL, but that such record date shall be not more than 90 nor less than 10 days before the date of such meeting. The Irish TEL Articles provide that if no record date is fixed by the directors, the record date for determining members entitled to notice of or to vote at a meeting of the members shall be the close of business on the day next preceding the day on which notice is given.
	Special Shareholder Meetings
	The board of directors is required to convene a special general meeting of shareholders at the request of shareholders holding not less than 5% of the registered share capital. The meeting request must specify the items for the agenda and the respective proposals.			Pursuant to Irish law, extraordinary general meetings of Irish TEL may be convened by (i) the board of directors, or (ii) on requisition of the shareholders holding not less than 10% of the paid-up share capital of Irish TEL carrying voting rights. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Irish TEL as may be required from time to time.
				In the case of an extraordinary general meeting convened by shareholders of Irish TEL, the proposed purpose of the meeting must be set out in the requisition notice. The requisition notice can contain any resolution. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of Irish TEL’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the board of directors does not convene the

Beneficial Owner	Number of Shares Beneficially Owned(1)
Terrence R. Curtin(1)(2)		1,129,506
John S. Jenkins, Jr.(1)		173,887
Steven T. Merkt(1)		233,933
Heath A. Mitts(1)		364,123
Aaron K. Stucki(1)		122,263
Jean Pierre Clamadieu		2,436
Carol A. (“John”) Davidson		16,561
Lynn A. Dugle		5,639
William A. Jeffrey		22,690
Syaru Shirley Lin		2,949
Abhijit Y. Talwalkar		10,937
Mark C. Trudeau		12,961
Dawn C. Willoughby		5,639
Laura H. Wright		16,913
All directors, nominees and executive officers as a group (17 persons)(1)(2)		2,417,136

Name and Address of Beneficial Owner	Number of Shares		Percentage of Class
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355		28,164,243		9.1%
Capital World Investors(1) 333 South Hope Street, 55th Floor Los Angeles, CA 90071		24,975,819		8.0%
BlackRock Inc.(3) 55 East 52nd Street New York, NY 10055		24,039,941		7.7%
Dodge & Cox(4) 555 California Street, 40th Floor San Francisco, CA 94104		15,667,374		5.0%

				Merger Agreement (hereinafter “Agreement”)
	dated			18 March 2024
	between			TE Connectivity plc
				Ten Earlsfort Terrace Dublin 2, D02 T380 Ireland
				(hereinafter “TopCo IRE”)
	and			TE Connectivity Ltd.
				Mühlenstrasse 26 8200 Schaffhausen Switzerland
				(hereinafter “TEL”)
				(each a “Party”, and together the “Parties”)

	TE Connectivity plc
	/s/ Matthew M. Pilcher Name: Matthew M. Pilcher Title: Director			/s/ Sarah M. Huot de Saint Albin Name: Sarah M. Huot de Saint Albin Title: Director
	TE Connectivity Ltd.
	/s/ John S. Jenkins, Jr. Name: John S. Jenkins, Jr. Title: EVP and General Counsel			/s/ Harold G. Barksdale Name: Harold G. Barksdale Title: VP and Corporate Secretary

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.
	Adjournment of Shareholder Meetings
	Pursuant to Swiss law, a general meeting of shareholders can be adjourned by giving notice to shareholders in accordance with the general notice requirements (as set out above in Notice of Meetings of Shareholders).			The Irish TEL Articles provide that if a quorum is not present, the meeting shall be adjourned and Irish TEL shall notify shareholders in accordance with the usual notice requirements (as set out above in “ — Notice of Meetings of Shareholders”) in the event that such meeting is to be reconvened.
	Shareholder Quorum and Voting Rights
	Each registered share carries one vote at a general meeting of shareholders. The board of directors of Swiss TEL may not create shares with increased voting powers without the affirmative resolution adopted by at least two-thirds of the votes and a majority of the par value of the registered shares, each as represented at a general meeting. Under Swiss TEL’s articles of association, resolutions generally require the approval of a relative majority of the votes cast at the general meeting, with abstentions, broker non-votes, blank or invalid ballots being disregarded for purposes of establishing the majority. All resolutions and elections made by the general meeting of the shareholders require the presence of at least a majority of the shares entitled to vote. Swiss TEL’s articles of association contain a provision regarding voting rights that is customary for Swiss companies. This provision provides that, to be able to exercise voting rights, holders of shares must apply to us for enrollment in our share register (Aktienregister) as shareholders with voting rights. Registered holders of shares may obtain the form of declaration from our transfer agent. In order to exercise their voting rights, shareholders will be required to disclose their name and address and that they have acquired their shares in their name and for their account in order to be recorded in our share register as shareholders with voting rights. Persons not expressly declaring themselves to be holding shares for their own account in the application for entry in the share register will not be registered as shareholders with voting rights. Certain exceptions exist with regard to nominees.			The Irish TEL Articles provide that all resolutions shall be decided by poll and every shareholder shall have one vote for every share of the class that he or she holds as of the record date for the meeting. Variation of all or any special rights attached to any class of shares of Irish TEL is addressed in the Irish TEL Articles as well as the Irish Companies Act. Any variation of class rights attaching to the issued shares of Irish TEL must be approved by a special resolution of the shareholders of the class affected. Voting rights on a poll may be exercised by shareholders registered in Irish TEL’s share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may exercise the rights of the beneficial holders on their behalf. All proxies must be appointed in the manner prescribed by the Irish TEL Articles. The Irish TEL Articles permit the appointment of proxies by the shareholders to be notified to Irish TEL electronically, where permitted by the directors. Abstentions, including persons indicating a vote to be withheld, blank votes and broker non-votes will not be counted for the purposes of establishing the number of votes cast for the purposes of determining whether an ordinary resolution (requiring a majority of votes cast) or a special resolution (requiring the support of 75%) has been approved. Two or more persons holding or representing by proxy at least a majority of the shares of Irish TEL entitled to vote constitute quorum. Treasury shares will not be entitled to vote at general meetings of shareholders.

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	With respect to the election of directors, each holder of registered shares entitled to vote at the election has the right to vote, in person or by proxy, the number of registered shares held by him for as many persons as there are directors to be elected.
	Advance Notice Provisions
	A request for inclusion of an item on the agenda must generally be made at least 120 calendar days before the first anniversary of the date on which Swiss TEL’s proxy statement was released to shareholders in connection with the previous year’s annual general meeting of shareholders. However, under Swiss law, no prior notice is required to make alternative proposals in relation to items, including nominations, that are already on the agenda and for certain other proposals, such as a proposal to call a special general meeting.			The Irish TEL Articles provide that (a) with respect to an annual general meeting of shareholders, nominations of persons for election to the board of directors and the proposal of business to be considered by shareholders may be made only pursuant to Irish TEL’s notice of meeting; by the board of directors; or by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice procedures provided for in the Irish TEL Articles, and (b) with respect to an extraordinary general meeting of shareholders, nominations of persons for election to the board of directors and the proposal of business to be considered by shareholders may be made only pursuant to Irish TEL’s notice of meeting; by the board of directors; by any shareholders pursuant to the valid exercise of the power granted under the Irish Companies Act; or by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice procedures provided for in the Irish TEL Articles.
				In order to comply with the advance notice procedures of the Irish TEL Articles, a shareholder must give written notice to Irish TEL’s Secretary on a timely basis. To be timely for an annual general meeting, notice must be delivered, or mailed and received, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the date that Irish TEL released the proxy statement for the preceding year’s annual general meeting, subject to certain exceptions. To be timely for an extraordinary general meeting, notice must be delivered, or mailed and received, by not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the date of the meeting or if the first public announcement of the date of the meeting is less than 130 days prior to the date of the meeting, by the close of business on the day that is 10 days after the day on which public announcement of the date of the meeting is made. For nominations to the board, the notice must include all information about the director nominee that is required to be disclosed by SEC rules regarding the solicitation of proxies

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				for the election of directors pursuant to Regulation 14A under the Exchange Act and such other information as Irish TEL may reasonably require to determine the eligibility of the proposed nominee. For other business that a shareholder proposes to bring before the meeting, the notice must include a brief description of the business, the reasons for proposing the business at the meeting and a discussion of any material interest of the shareholder in the business. Whether the notice relates to a nomination to the board of directors or to other business to be proposed at the meeting, the notice also must include information about the shareholder and the shareholder’s holdings of Irish TEL’s shares.
				In addition, the Irish Companies Act provides that shareholders holding not less than 10% of the total voting rights may call an extraordinary general meeting for the purpose of considering director nominations or other proposals, as described above under “— Special Shareholder Meetings.”
				The chairman of the meeting may refuse to transact any business or may disregard nomination of any person if a shareholder fails to comply with the foregoing procedures.
	Supermajority Vote
	Under Swiss law and Swiss TEL’s articles of association, the affirmative vote of at least two-thirds of the voting rights and a majority of the par value of the registered shares, each as represented at a general meeting, is required to approve the following matters: • the amendment to or the modification of our corporate purpose; • the creation of shares with privileged voting rights; • amending the objects of Swiss TEL; • the restriction on the transferability of shares and any amendment in relation thereto; • the restriction on the exercise of the right to vote and any amendment in relation thereto; • the creation of conditional share capital or a capital band; • the conversion of participation certificates into shares; • the consolidation of shares if there is no need for consent of all shareholders;			Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires not less than 75% of the votes cast of Irish TEL’s shareholders at a general meeting. This may be contrasted with “ordinary resolutions,” which require a majority of the votes of Irish TEL’s shareholders cast at a general meeting. Examples of matters requiring special resolutions include: • amending the objects of Irish TEL; • amending the Irish TEL Articles; • approving the change of name of Irish TEL; • authorizing the entry into a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person; • opting out of statutory pre-emption rights on the issuance of new shares; • re-registration of Irish TEL from a public limited company as a private company; • variation of class rights attaching to classes of

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	• an increase in the nominal share capital through the conversion of equity, through a contribution in kind, or through offsetting a claim, or a grant of special privileges; • the restriction or withdrawal of preemptive rights or advance subscription rights; • a change in our place of incorporation; • the introduction of an arbitral clause in the articles of association; • the introduction of a clause in the articles providing that general meetings of shareholders may be held abroad; • the delisting of the Company’s shares; • the change of currency of the share capital; • the introduction of the casting vote of the chairman in the general meeting; • the merger, demerger or conversion of the company pursuant to the Merger Act; and • the dissolution or liquidation of the company. Under Swiss TEL’s articles of association, any alteration of the articles relating to business combinations requires the affirmative vote of 80% of the total votes of shares entitled to vote on the relevant record date.			shares (where the Irish TEL Articles do not provide otherwise); • purchase of own shares off-market; • the reduction of share capital; • resolving that Irish TEL be wound up by the Irish courts; • resolving in favor of a shareholders’ voluntary winding-up; • re-designation of shares into different share classes; and • setting the re-issue price of treasury shares. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme.
	Amendment to Articles of Association
	Under Swiss law and Swiss TEL’s articles of association, shareholders may submit a proposal to amend Swiss TEL’s articles of association without board action. Such a proposal generally requires the affirmative vote of a relative majority of the shares cast at a general meeting. The amendment of certain provisions in the Swiss TEL articles of association requires a supermajority vote as set forth in “— Supermajority Vote” above.			Under Irish law, Irish companies may only alter their memorandum and articles of association by a resolution of the shareholders approved by 75% of the votes cast at a general meeting. An Irish company is not permitted to opt out of this requirement.
	Shareholder Rights Plan
	Swiss law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Swiss law. The Swiss TEL articles of association authorize the Swiss TEL board of directors to issue contingent rights out of conditional share capital. Swiss TEL has not adopted a rights plan.			Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure. However, there is no directly relevant case law on the validity of such plans under Irish law. Irish TEL does not expect to adopt a rights plan upon completion of the Merger.

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	Mandatory Offer
	Swiss TEL is not subject to the Swiss mandatory offer rules pursuant to which any shareholder, or shareholders acting in concert, who acquires directly or indirectly more than 33 1/3% of the voting rights of the company is required to make an offer, which must include a cash alternative, for all listed equity securities, as Swiss TEL has not listed its shares for trading on a Swiss stock exchange. Swiss TEL currently only lists its common shares on the New York Stock Exchange.			If an acquisition of shares were to increase the aggregate holding of an acquirer and the parties acting in concert with it to shares carrying 30% or more of the voting rights in Irish TEL, the acquirer and, depending on the circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make a cash offer for the remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months.
				This requirement would also be triggered by an acquisition of shares by a person holding (together with its concert parties) shares carrying between 30% and 50% of the voting rights in Irish TEL if the effect of such acquisition were to increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a twelve-month period. A single holder (that is, a holder excluding any parties acting in concert with the holder) holding more than 50% of the voting rights of a company is not subject to this rule.
	Anti-Takeover Provisions
	Business Combinations with Interested Shareholders			Business Combinations with Interested Shareholders
	Swiss TEL’s articles of association includes a provision similar to Section 203 of the Delaware General Corporation Law, which generally prohibits Swiss TEL from engaging in a business combination with an interested shareholder for a period of three years following the date the person became an interested shareholder, subject to the following exceptions: • Swiss TEL’s board of directors approved the transaction prior to such shareholder becoming an interested shareholder; • upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares outstanding at the time the transaction commenced, excluding for purposes of determining the voting shares outstanding (but not the outstanding voting shares owned by the interested shareholders) those shares owned (i) by persons who are directors and also officers and (ii) employee share plans in which employee participants do not have the right to determine			The Irish TEL Articles include a provision similar to Section 203 of the Delaware General Corporation Law, which generally prohibits Irish TEL from engaging in a business combination with an interested shareholder for a period of three years following the date the person became an interested shareholder, unless, in general: • Irish TEL’s board of directors approved the transaction which resulted in the shareholder becoming an interested shareholder; • upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the shareholder owned at least 85% of the voting shares outstanding at the time of commencement of such transaction, excluding for purposes of determining the number of voting shares outstanding (but not the outstanding voting shares owned by the interested shareholder), voting shares owned by persons who are directors and also officers and by certain employee share plans; or • the business combination is approved by Irish TEL’s board of directors and authorized at an

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • the business combination is approved by Swiss TEL’s board of directors and authorized at an annual or extraordinary general meeting of shareholders by the affirmative vote of the holders of at least two-thirds of all the shares entitled to vote which are not owned by the interested shareholder. • A “business combination” is generally defined as: (i) an amalgamation or consolidation with the interested shareholder; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of assets of Swiss TEL having an aggregate market value of 10% or more to the interested shareholder; (iii) any transaction which results in the issuance or transfer of any shares of Swiss TEL or of a Swiss TEL subsidiary to the interested shareholder, subject to exceptions; (iv) any transaction which has the effect, directly or indirectly, of increasing the proportionate share of the shares of any class or series owned by the interested shareholder; or (v) any receipt by the interested shareholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through Swiss TEL or any direct or indirect majority-owned subsidiary, subject to exceptions. • An “interested shareholder” is generally defined as a person who, together with affiliates and associates, owns or, within three years prior to the date in question, owned 15% or more of the outstanding voting shares of Swiss TEL. Any amendments to this provision require the affirmative vote of 80% of the total votes of Swiss TEL common shares entitled to vote on the relevant record date.			annual or extraordinary general meeting of shareholders by the affirmative vote of the holders of at least 75% of the votes cast at a general meeting that are not owned by the interested shareholder. • A “business combination” is generally defined as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested shareholder. An “interested shareholder” is generally defined as a person who, together with affiliates and associates, owns or, within three years prior to the date in question, owned 15% or more of the outstanding voting shares of Irish TEL. This provision may only be altered by a resolution of the shareholders approved by 75% of the votes cast at a general meeting.
	Shareholder Rights Plans and Share Issuances See discussion above “— Shareholder Rights Plans and Share Issuances” above.			Shareholder Rights Plans and Share Issuances See discussion above “— Shareholder Rights Plans and Share Issuances” above.
				Irish Takeover Rules and Substantial Acquisition Rules A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of Irish TEL will be governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				thereunder and will be regulated by the Irish Takeover Panel. A detailed description of the Irish Takeover Rules is included above under “Description of the Share Capital of Irish TEL — Anti-Takeover Provisions — Irish Takeover Rules and Substantial Acquisition Rules”. For other provisions that could be considered to have an anti-takeover effect, see “— Preemptive Rights and Advance Subscription Rights”, “— Issuance of Warrants and Options”, “— Description of the Share Capital of Irish TEL” and “— Disclosure of Interests in Shares”, in addition to “— Corporate Governance”, “ — Election of Directors”, “— Board Vacancies”, “ — Resignation, Removal and Disqualification of Directors”, “ — Shareholder Action by Written Consent” and “ — Amendment to Articles of Association”.
	Limitation of Liability and Indemnification
	Swiss TEL’s articles of association provide that, as far as is permissible under applicable law, Swiss TEL shall indemnify any current or former member of the board of directors, officer, or any person who is serving or has served at the request of Swiss TEL as a member of the board of directors or officer (each individually, a “Covered Person”), against any expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was, is, or is threatened to be made a party, or is otherwise involved, by reason of the fact that he or she is or was a Covered Person. Indemnification of a Covered Person is not permissible against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to the company, or (b) such Covered Party’s conscious, intentional or willful or grossly negligent breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Swiss TEL has entered into indemnification agreements with its directors and executive officers. The indemnification agreements do not increase the extent or scope of indemnification provided to Swiss TEL’s directors and executive officers under the Swiss TEL articles of association, but set forth indemnification and expense advancement rights and establish processes and procedures determining			Under Irish law, Irish TEL may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result. The Irish Companies Act only permits Irish TEL to enter into an agreement to pay the costs or discharge the liability of a director or the Secretary where judgment is given in his/her favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or Secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the Secretary of Irish TEL. Any obligation of an Irish company which purports to indemnify a director or secretary of an Irish company over and above this will be void under Irish law, whether contained in its articles of association or any contract between the director and the company. In addition, the Irish TEL Articles will also contain an indemnity for officers (other than the Secretary). The directors of Irish TEL may on a case-by-case basis decide at their discretion that it is in the best interest of Irish TEL to pay an individual director’s liability arising from his or her position as a director of Irish TEL. However, this

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	entitlement to obtaining indemnification and advancement of expenses.			discretion must be exercised bona fide in the best interests of Irish TEL as a whole. Irish companies may take out directors’ and officers’ liability insurance, as well as other types of insurance, for their directors and officers. In connection with the Merger, we expect that Irish TEL and one or more of its subsidiaries will enter into indemnification agreements with those directors and officers who currently have indemnity agreements with Swiss TEL, upon terms substantially similar to the Swiss TEL agreements to the extent permitted by Irish law. The limitation of liability and indemnification provisions described above may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against Irish TEL’s directors and officers, even though such an action, if successful, might otherwise benefit Irish TEL and its shareholders. However, these provisions will not limit or eliminate Irish TEL’s rights, or those of any shareholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under U.S. federal securities laws. In addition, your investment may be materially adversely affected to the extent that, in a class action or direct suit, Irish TEL pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
	Shareholder Action by Written Consent
	Swiss law permits shareholder approval to be obtained by written action without a meeting if no shareholder requests an oral deliberation. However, Swiss TEL’s articles of association do not permit resolutions of shareholders to be passed in writing.			The Irish TEL Articles do not permit resolutions of shareholders to be passed in writing.
	Dissenters’ Rights
	In relation to business combinations effected in the form of a statutory merger or a demerger pursuant to Swiss law, Swiss law provides that if the equity rights have not been adequately preserved or compensation payments in the transaction is inadequate, a shareholder may request the competent court to determine a reasonable amount of compensation.			Generally, under Irish law, shareholders of an Irish company do not have dissenters’ or appraisal rights. Under the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended) governing the merger of an Irish company limited by shares such as Irish TEL and a company incorporated in the European Economic Area (the European Economic Area includes all member states of the EU (with the exception of Croatia) and Norway, Iceland and Liechtenstein), a shareholder (i) who voted against

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
				the special resolution approving the merger or (ii) of a company in which 90% of the shares are held by the other party to the merger, has the right to request that the company acquire its shares for cash.
	Shareholder Inspection Rights
	Under Swiss law, a shareholder has a right to inspect the share register with regard to his own shares and otherwise to the extent necessary to exercise his shareholder rights. No other person has a right to inspect the share register. The books and correspondence of a Swiss corporation may be inspected by shareholders representing at least five percent of the share capital or the voting rights. The board of directors must grant access to the books and correspondence within four months of the request if and to the extent necessary for the exercise of shareholders’ rights and no business secrets or other corporate interests are violated. At a general meeting of shareholders, any shareholder may request information from the board of directors concerning Swiss TEL’s affairs. Shareholders also may ask the auditors questions regarding their audit of the company. The board of directors and the auditors must answer shareholders’ questions to the extent necessary for the exercise of shareholders’ rights and subject to prevailing business secrets or other material interests of the corporation.			Under Irish law, shareholders have the right to: (i) receive a copy of the Irish TEL Articles and any act of the Irish Government which alters the memorandum of Irish TEL; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Irish TEL; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Irish TEL; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of a subsidiary company of Irish TEL which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years.
	Qualification of Proxy
	Swiss TEL’s articles of association do not limit who may be appointed as a proxy and specifically provide that a shareholder may appoint a proxy who is not a shareholder.			Same.
	Liquidation
	Upon liquidation, shareholders are entitled to receive any assets remaining after the payment of our debts and the expenses of the liquidation, subject to special rights of any other class of shares.			Same.
	Sale, Lease or Exchange of Assets and Mergers
	Business combinations and other transactions that are binding on all shareholders are governed by the Merger Act. A statutory merger or demerger requires the approval of at least two-thirds of the votes and a majority of the par value of the registered shares, each as represented at the general meeting of shareholders. Sales, leases or exchanges of assets require the approval of the transaction by at least two-thirds of			Under Irish law, a business combination under a scheme of arrangement, which is a statutory procedure, requires the approval of a majority in number of the shareholders of each class, representing not less than 75% of the shares of each class, present and voting, in person or by proxy, at a general, or relevant class, meeting of the company. The scheme also requires the sanction of the High Court of Ireland. There is also a statutory procedure under European Union (Cross-Border

	Swiss TEL Shareholder Rights before the Merger (Swiss law and articles of association)			Irish TEL Shareholder Rights after the Merger (Irish law and proposed memorandum and articles of association)
	the votes and a majority of the par value of the registered shares, each as represented at the general meeting of shareholders, if • the corporation sells a core part of its business, without which it is economically impracticable or unreasonable to continue to operate the remaining business; • the corporation’s assets, after the divestment, are not invested in accordance with the corporation’s statutory business purpose; and • the proceeds of the divestment are not earmarked for reinvestment in accordance with the corporation’s business purpose but, instead, are intended for distribution to shareholders or for financial investments unrelated to the corporation’s business.			Conversions, Mergers and Divisions) Regulations 2023 (as amended), whereby a variety of business combinations between Irish companies and other European Economic Area (“EEA”) incorporated companies (including mergers) can be effected. Approval of such mergers requires the approval of not less than 75% of the votes cast, in person or by proxy, at a general meeting of the company together with the sanction of the High Court of Ireland.
	Transfer Agent and Registrar
	Equiniti Trust Company, LLC			Same.
	Listing
	New York Stock Exchange			Same.
	Auditors
	The shareholders will appoint the auditors at the general meeting and the auditors will have powers and duties vested in them by Swiss law.			Same position under Irish law; re-appointment can be automatic under Irish law, in which case the company would seek non-binding ratification by shareholders.

	Whereas					A-5
	1 The Merger					A-5
	1.1 Merger by Absorption					A-5
	1.2 Merger Report					A-5
	1.3 Merger Balance Sheet					A-6
	1.4 Audit of the Agreement, the Merger Report and the Merger Balance Sheet					A-6
	1.5 Effective Time					A-6
	1.6 Transfer of Assets, Liabilities and Contracts to TopCo IRE					A-6
	1.7 Completion					A-7
	2 Merger Consideration / Exchange of Shares					A-7
	2.1 Exchange Ratio					A-7
	2.2 Issuance of TopCo IRE Shares					A-7
	2.3 Settlement					A-7
	2.4 Stock Plans					A-8
	3 Preparations for Implementation of the Merger					A-8
	3.1 Adoption of Amended Articles of Association of TopCo IRE					A-8
	3.2 Board of Directors of TopCo IRE					A-9
	3.3 Officers of TopCo IRE					A-9
	3.4 Auditors of TopCo IRE					A-9
	3.5 Actions Required Prior to Filing of Merger Application					A-9
	3.6 Employee Consultation					A-9
	4 Employee Benefit and Compensation Plans and Agreements					A-9
	4.1 No Special Benefits to Directors and Members of Executive Management					A-9
	4.2 Effect of the Merger on Employee Benefit and Compensation Plans and Agreements					A-10
	4.3 New Indemnity Agreements					A-10
	5 Corporate Approvals and Other Conditions for Completion					A-10
	5.1 Board Approval and Approval by Shareholders’ Meeting of TEL					A-10
	5.2 Board Approval of TopCo IRE					A-10
	5.3 Other Conditions to be Met Before Filing the Application to the Commercial Register					A-11
	5.3.1 Calls of TEL to its Creditors					A-11
	5.3.2 No Prohibition					A-11
	5.3.3 Third Party Consents					A-12
	5.3.4 Registration Statement					A-12
	5.3.5 NYSE Listing					A-12
	5.3.6 DTC					A-12
	5.3.7 Legal Opinions					A-12
	5.3.8 Other Swiss Legal Conditions					A-12
	5.3.9 Swiss Tax Consequences					A-12
	6 Filing and Supplementary Completion Steps					A-12
	6.1 Conditions for Obligation of TEL Board to File Application of Merger to the Commercial Register					A-12
	6.2 Supplementary Completion Steps					A-13

	6.2.1 TEL Liabilities					A-13
	6.2.2 Further Assurance					A-13
	6.2.3 2024/2025 Dividend					A-13
	6.2.4 Capital Reduction					A-13
	6.2.5 Rule 16b-3 Approval					A-14
	7 Announcements					A-14
	8 Miscellaneous					A-14
	8.1 General – Procedure and Organisation					A-14
	8.2 Confidentiality					A-14
	8.3 Changes and Modifications of the Agreement					A-14
	8.4 Severability					A-14
	8.5 Language					A-14
	8.6 Assignment					A-14
	8.7 Entire Agreement					A-15
	8.8 Absence of Waiver					A-15
	9 Entry into Force and Termination					A-15
	9.1 Entry into Force					A-15
	9.2 Termination					A-15
	10 Applicable Law and Jurisdiction					A-15