Zumtobel Group AG

Invitation to attend the 39th Annual General Meeting - Seite 3

3. Information on the rights of shareholders under §§ 109, 110 and 118 of the Austrian Stock Corporation Act (§ 106 no. 5 of the Austrian Stock Corporation Act)

Shareholders should note their right to request the addition of items to the agenda pursuant to § 109 of the Austrian Stock Corporation Act, to submit proposals for resolutions pursuant to § 110 of the Austrian Stock Corporation Act and to request information at the annual general meeting pursuant to § 118 of the Austrian Stock Corporation Act.

Shareholders who have individually or jointly held 5% of share capital for at least three months are entitled to submit a written request for the inclusion and public announcement of specific points on the agenda for the annual general meeting if these requests reach the company by mail no later than the 21st day prior to the annual general meeting, i.e. on 3 July 2015. All such requests must be accompanied by proof of the shareholding and should be addressed to Zumtobel Group AG, Investor Relations Department, Schweizerstrasse 30, A-6850 Dornbirn, or sent by email with a qualified electronic signature to [e-mail]. Every request for the addition of a point to the agenda must also include a proposal and statement of reasons.

Shareholders whose combined stakes equal or exceed 1% of share capital are entitled to submit written recommendations for resolutions and call for the publication on the company's website of these recommendations together with the name(s) of the involved shareholder(s), a statement of reasons and any commentary by the Management Board or the Supervisory Board. All such requests must be received by the Company no later than seven business days prior to the annual general meeting, i.e. 15 July 2015, together with proof of the shareholding by telefax to [phone] or by email to [e-mail].

Additional information on these rights, above all the methods for submitting proposed resolutions to the Company and providing the necessary proof of the shareholding, are available on the Company's website as recorded in the company register under www.zumtobelgroup.com.

Every shareholder has the right to make a motion to any point on the agenda at the annual general meeting (excluding the nomination of candidates for election to the Supervisory Board, which may only be made in accordance with the requirements of § 110 of the Austrian Stock Corporation Act). These motions do not require prior announcement, but must be accompanied by proof of eligibility to attend the annual general meeting as defined in this invitation.