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LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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Dear Fellow TE Connectivity Shareholder,

On behalf of our board of directors, we are recommending that TE Connectivity change its place of incorporation from Switzerland to Ireland. We believe this move will provide us with the following benefits:

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Less Costly Capital Management. The management of our capital (dividends, stock repurchase, securities issuance, and debt) will be less limited and less costly in Ireland compared to Switzerland. For example, we are currently facing uncertainty over our share repurchase program following the takeover of Credit Suisse Group AG by UBS Group AG and the relevant Swiss law provisions relating to intermediaries and secondary trading lines, in addition to complexity in Switzerland relating to share capital reduction for repurchased shares. Further, in Switzerland, a shareholder vote is required to declare dividends. Any change to a declared dividend requires another shareholder vote, thereby increasing the overall cost of capital return to shareholders. In Ireland, the board of directors can declare and amend dividends without the added time and expense.

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Well-developed Legal System. Ireland is a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance.

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Stability and Predictability. We believe the Irish legal and regulatory system is more certain than in Switzerland. Swiss law provides that amendments to the Swiss federal constitution can be put to a vote by the Swiss citizens and the Swiss cantons at the initiative of Swiss citizens who obtain a requisite number of signatures. If such an initiative is approved by the requisite majorities, the proposed constitutional amendment becomes part of the Swiss federal constitution without a preceding parliamentary process. The Swiss federal parliament is then mandated to implement the constitutional amendment approved by the Swiss people in a federal statute. On an interim basis, the Swiss federal council, Switzerland’s executive branch of government, may also be given the authority to implement the constitutional amendment through regulations until adoption of the definitive federal statute. We believe this process results in some unpredictability in the Swiss legal system. The same system does not exist in Ireland.

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More Flexible Common Law Legal System. Ireland is a common law jurisdiction, which is more consistent with the legal system in the United States and which we believe is less prescriptive and more flexible than civil law jurisdictions such as Switzerland. We believe that this flexibility could be beneficial to us in structuring acquisitions, paying dividends, administering corporate functions and other corporate governance matters. For example, under the Swiss legal system we are required to have shareholders vote prospectively on the compensation of the members of executive management and the board of directors, which is separate from the advisory “say-on-pay” vote required by the Dodd Frank Act and is often a source of confusion for shareholders. Likewise, Swiss law requires shareholders to appoint not only the members of the board of directors but also the chairman of the board and the members of the compensation committee. Irish law conversely does not require shareholders to approve the compensation of the members of executive management and the board of directors (so only the advisory “say-on-pay” vote required by Dodd Frank Act would be necessary) or elect the chairman of the board or members of the compensation committee.

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Benefits as a Member of European Union. Ireland is a full member of the European Union and enjoys the benefits of its single market and single currency, which we believe will provide better opportunities for conducting our business. Additionally, similar to Switzerland, Ireland has a developed, stable and internationally competitive tax regime and an extensive double tax treaty

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network, including access to European Union treaties, which we believe will allow us to continue to conduct our operations in a tax-efficient manner.

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Balanced Governance and Focus on People. The legal requirements we will be subject to as a company incorporated in Ireland, listed on the NYSE and subject to SEC disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits.

With a new holding company incorporated under Irish law, we believe that the equity and rights of our shareholders will continue to be best safeguarded. As such, we encourage you to carefully read this proxy statement/prospectus and ask that you vote FOR the proposals described therein.

Thank you for your investment.


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

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April 24, 2024

Dear Fellow Shareholders of TE Connectivity Ltd.:

Our board of directors has unanimously approved, and is submitting to our shareholders for their approval at a special general meeting of shareholders (the “Special General Meeting”) to be held on June 12, 2024, a proposal that will, if approved, result in TE Connectivity Ltd. (“Swiss TEL”), our current holding company which is incorporated under Swiss law, changing to a new holding company which is incorporated under Irish law. If the proposal is approved by our shareholders, Swiss TEL will merge (the “Merger”) with TE Connectivity plc, an Irish public limited company and subsidiary of Swiss TEL (“Irish TEL”). As a result of the Merger, each shareholder of Swiss TEL (except for Swiss TEL or any of its subsidiaries) will receive one ordinary share, par value $0.01 per share, of Irish TEL (each an “Irish TEL ordinary share”) in exchange for each Swiss TEL common share, par value CHF 0.57 per share (each a “Swiss TEL common share”) held immediately prior to the effectiveness of the Merger. The Merger would result in you holding Irish TEL ordinary shares, rather than Swiss TEL common shares.

Immediately after the Merger, the number of Irish TEL ordinary shares you own will be the same as the number of common shares you held in Swiss TEL immediately prior to the Merger, and your relative economic interest in us will remain unchanged. After the Merger, Irish TEL will continue to conduct the same businesses in a holding company capacity that Swiss TEL conducted prior to the Merger. We expect the Irish TEL ordinary shares to be listed on the New York Stock Exchange (“NYSE”) under the symbol “TEL,” the same symbol under which your common shares in Swiss TEL are currently listed and traded.

After the Merger, as we describe in this proxy statement/prospectus, your rights under Irish corporate law as a holder of Irish TEL ordinary shares will differ from your current rights under Swiss corporate law as a holder of Swiss TEL common shares. Irish TEL’s memorandum and articles of association will also differ in some respects from Swiss TEL’s articles of association and organizational regulations. Notwithstanding the differences in the governing documents between Irish TEL and Swiss TEL, we believe that Irish law and Irish TEL’s proposed memorandum and articles of association adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders”.

Upon completion of the Merger, Irish TEL will remain subject to U.S. Securities and Exchange Commission (“SEC”) reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) and the applicable corporate governance rules of the NYSE, and Irish TEL will continue to report Irish TEL’s consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles (“U.S. GAAP”). Further, Irish TEL will be permitted under Irish law to prepare and file its Irish statutory accounts in accordance with U.S. GAAP in respect of fiscal years ending no later than December 31, 2030 (and after that date will be required to prepare its Irish statutory financial statements according to a financial reporting framework permissible under Irish law — i.e., International Financial Reporting System (“IFRS”) or Irish GAAP, in addition to separately preparing financial statements under U.S. GAAP required by SEC rules). After the Merger, Irish TEL must also comply with any additional reporting and governance requirements of Irish law.

As discussed in “Material Tax Considerations — U.S. Federal Income Tax Considerations” and “Material Tax Considerations — Swiss Tax Considerations,” under U.S. and Swiss tax law, holders of Swiss TEL common shares generally will not recognize a gain or loss on the exchange of their common shares in the Merger. As discussed in “Material Tax Considerations — Irish Tax Considerations,” holders of Swiss TEL common shares who (i) are neither resident nor ordinarily resident in Ireland for Irish tax purposes; and (ii) have not at any time had a branch or agency in Ireland to which their Swiss TEL common shares are attributable, generally will not recognize any gain or loss on the exchange of their common shares in the Merger for Irish tax purposes. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

The Merger cannot be completed without satisfying certain conditions, the most important of which is the approval of a merger agreement pursuant to which the Merger will be effected (the “Merger Agreement”) by the affirmative vote of at least two-thirds of the common shares of Swiss TEL (plus the majority of the par value of the shares) as represented in person or by proxy at the Special General Meeting.

We are also asking our shareholders to approve a proposal relating to the creation of distributable reserves, which is required under Irish law for Irish TEL to, among other things, be able to make distributions, to pay dividends and to repurchase or redeem TEL ordinary shares after the Merger. The creation of distributable reserves is also subject to approval by the Irish High Court.

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The Merger is not conditioned on approval of the proposal relating to the creation of distributable reserves.

We currently anticipate that the Merger will be completed during the second half of calendar 2024, although we may abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting.

We plan to continue to pay the dividend installments approved by our shareholders at our annual general meeting held on March 13, 2024, in respect of Irish TEL ordinary shares issued at the time of the Merger. These payments do not require Irish High Court approval. As long as you are a holder of Swiss TEL common shares or, after the Merger, Irish TEL ordinary shares issued at the time of the Merger, on the applicable record and payment date relating to any of the remaining installments of such dividend, you will receive such dividend installment regardless of which entity pays it.

This proxy statement/prospectus provides you with detailed information regarding the Merger. We encourage you to read this entire proxy statement/prospectus carefully. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS WE DESCRIBE HEREIN BEGINNING ON PAGE 37.

Your vote is very important. All shareholders are cordially invited to attend the Special General Meeting. We urge you, whether or not you plan to attend the Special General Meeting, to submit your proxy either by (1) voting electronically over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy or voting instruction card or (2) completing the enclosed proxy or voting instruction card and then signing, dating and mailing the card in the enclosed postage-paid envelope.

We will mail the proxy materials, including the proxy card, to each person who is registered as a holder of Swiss TEL common shares in the register of shareholders as of the close of business (Eastern Standard Time) on April 18, 2024. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who becomes registered in the Swiss TEL share register after the close of business (Eastern Standard Time) on April 18, 2024 and continues to be registered in the Swiss TEL share register at the close of business (Eastern Standard Time) on May 23, 2024.

The Special General Meeting will be held on June 12, 2024, at 2:00 pm Central European Time, and the place of the Special General Meeting will be Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland.

Your board of directors has unanimously approved the Merger Agreement pursuant to which the Merger will be effected and recommends that you vote “FOR” each of the proposals included herein, including the proposal to approve the Merger Agreement (which we refer to as the “Merger Agreement Proposal”) and the proposal to reduce the share premium account of Irish TEL to allow for the creation of distributable reserves (which we refer to as the “Reserves Proposal”). We urge you to join us in supporting this important initiative.

Very Truly Yours,

Carol A. (“John”) Davidson
Chairman of the Board
TE Connectivity Ltd.

This proxy statement/prospectus incorporates important business and financial information about Swiss TEL from documents filed with the SEC that have not been included in or delivered with this proxy statement/prospectus. This information is available at the Web site the SEC maintains at www.sec.gov, as well as from other sources. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information”. You also may request copies of these documents from us, without charge, upon written or oral request directed to TE Connectivity Ltd., c/o Corporate Secretary, Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland. In order to receive timely delivery of the documents, you must make your request no later than five business days prior to the date of the Special General Meeting.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the securities to be issued in the transaction described in this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither Swiss TEL nor Irish TEL is making an offer to sell or a solicitation to buy any securities in any state or jurisdiction where such offer or solicitation is not permitted.

This proxy statement/prospectus is not, and is not intended to be, a prospectus for the purposes of Article 35 of the Swiss Financial Services Act or Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “EU Prospectus Regulation”) or any other legislation, regulations or rules of the European Union or any member state of the

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NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

April 24, 2024

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “Special General Meeting”) of shareholders of TE Connectivity Ltd., a company organized under the laws of Switzerland (“Swiss TEL”), will be held on June 12, 2024, at 2:00 pm Central European Time, at Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland, for the following purposes:

to approve the merger agreement (the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A, by and between Swiss TEL and TE Connectivity plc, an Irish public limited company and wholly owned subsidiary of Swiss TEL (“Irish TEL”), pursuant to which Swiss TEL will be merged with and into Irish TEL, with Irish TEL as the surviving entity (the “Merger”), and as a result of which each shareholder of Swiss TEL (except for Swiss TEL or any of its subsidiaries) will receive one NYSE listed ordinary share, par value $0.01 per share, of Irish TEL (each an “Irish TEL ordinary share”) in exchange for each Swiss TEL common share, par value CHF 0.57 per share (each a “Swiss TEL common share”) held immediately prior to the effectiveness of the Merger, and each Swiss TEL common share (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) will, on completion of the Merger, be delisted, cancelled and cease to exist. As a result of the Merger, you will become a shareholder of Irish TEL;

to approve, on a non-binding advisory basis, the reduction of the share premium account of Irish TEL to allow for the creation of distributable reserves of Irish TEL, which are required under Irish law to allow Irish TEL to make distributions, to pay dividends and to repurchase or redeem Irish TEL ordinary shares following the completion of the Merger; and

to consider and act on such other business as may properly come before the Special General Meeting or any adjournment of the Special General Meeting.

The Merger is not conditioned on approval of the proposal relating to the creation of distributable reserves.

The date of this proxy statement/prospectus is April 24, 2024. A copy of the proxy materials, including the Notice of Special General Meeting of Shareholders, this proxy statement/prospectus and the enclosed proxy card or voting instruction card, is first being sent on or about April 29, 2024, to each holder of Swiss TEL common shares registered in the Swiss TEL share register as of the close of business (Eastern Standard Time) on April 18, 2024. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who becomes registered in the Swiss TEL share register after the close of business (Eastern Standard Time) on April 18, 2024 and continues to be registered in the Swiss TEL share register at the close of business (Eastern Standard Time) on May 23, 2024. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card or voter information card to ensure that your shares are represented at the meeting. Shareholders of record who attend the meeting may vote their shares personally, even though they have sent in proxies.

By Order of the Board of Directors

Harold G. Barksdale
Corporate Secretary
TE Connectivity Ltd.

April 24, 2024

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WHERE YOU CAN FIND MORE INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Swiss TEL from documents filed with the U.S. Securities and Exchange Commission (“SEC”) that have not been included herein or delivered herewith. Swiss TEL is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the SEC. Swiss TEL’s SEC filings are available to the public at the SEC’s web site at http://www.sec.gov.

Irish TEL has filed a Registration Statement on Form S-4 with the SEC to register Irish TEL ordinary shares in connection with the Merger. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Irish TEL under applicable U.S. securities laws in addition to being the proxy statement of Swiss TEL for the Special General Meeting.

The SEC allows Swiss TEL and Irish TEL to “incorporate by reference” information into this proxy statement/prospectus, which means that:

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incorporated documents are considered part of this proxy statement/prospectus;

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we are disclosing important information to you by referring you to those documents; and

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information we file with the SEC will automatically update and supersede information contained in this proxy statement/prospectus.

We incorporate by reference the documents listed below that Swiss TEL previously filed with the SEC and any future filings Swiss TEL makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and before the date of the Swiss TEL Special General Meeting:

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Swiss TEL’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023 filed with the SEC on November 13, 2023 (including the portions of Swiss TEL’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 17, 2024, incorporated by reference therein);

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Swiss TEL’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 17, 2024;

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Swiss TEL’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2023, filed with the SEC on January 26, 2024; and

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Swiss TEL’s Current Reports on Form 8-K filed with the SEC on December 12, 2023, March 14, 2024, March 18, 2024 and March 18, 2024.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this proxy statement/prospectus.

We are also incorporating by reference all additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished rather than filed and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit thereto) following the date of this document, but prior to the date of the Special General Meeting.

You may request a copy of any of these filings, at no cost, by request directed to Swiss TEL at the following address or telephone number:

TE Connectivity Ltd.
Mühlenstrasse 26
CH-8200 Schaffhausen
Switzerland
Tel: +41 (0) 52 633 66 77

In order to ensure timely delivery of these documents, you should make such request no later than June 5, 2024, which is five business days prior to the date of the Special General Meeting.

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You can also find these filings on Swiss TEL’s website at https://investors.te.com/investor-home/default.aspx. However, we are not incorporating the information on Swiss TEL’s website other than these filings into this proxy statement/prospectus. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this proxy statement/prospectus.

You should rely only on the information contained in this proxy statement/prospectus or the information that we have referred you to. Neither Swiss TEL nor Irish TEL has authorized anyone to provide you with any additional information. This proxy statement/prospectus is dated as of the date listed on the cover page. You should not assume that the information in this proxy statement/prospectus, as well as the information we file or previously filed with the SEC that we incorporate by reference in this proxy statement/prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since such dates.

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PROXY STATEMENT
FOR THE
SPECIAL GENERAL MEETING OF SHAREHOLDERS OF
TE CONNECTIVITY LTD.
TO BE HELD ON JUNE 12, 2024

This proxy statement/prospectus is being furnished to the shareholders of TE Connectivity Ltd., a company organized under the laws of Switzerland (“Swiss TEL”), in connection with the solicitation by Swiss TEL’s board of directors (the “Board”) of proxies for use at its Special General Meeting of Shareholders (the “Special General Meeting”) to be held on June 12, 2024, at 2:00 pm Central European Time, at Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland, at which shareholders will have the opportunity to vote on the matters that will be presented at the Special General Meeting. The approximate date of first mailing of this proxy statement/prospectus and the accompanying proxy is April 29, 2024.

In this proxy statement/prospectus, we sometimes refer to Swiss TEL as “we” or “our.” We refer to TE Connectivity plc, an Irish public limited company and wholly owned subsidiary of Swiss TEL as “Irish TEL.” We also refer to Swiss TEL prior to the Merger (as defined below) and Irish TEL following the Merger as “TEL” or “TE”.

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PROXY STATEMENT SUMMARY

Special General Meeting

	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.

Proposals to be Voted Upon

			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

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Shareholder Rights Before and After the Merger

We have summarized below some examples of what your rights as a shareholder would be before and after the Merger, in particular as they relate to corporate governance matters. These examples are for illustrative purposes only. Please refer to “Comparison of Rights of Shareholders” on page 81 for a detailed summary of your current rights as a holder of Swiss TEL common shares and as a holder of Irish TEL ordinary shares following the Merger.

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

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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

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QUESTIONS AND ANSWERS ON THE SOLICITATION AND THE VOTING

The following questions and answers are intended to address briefly some commonly asked questions regarding the matters that will be presented at the Special General Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus for more information. For instructions on obtaining the documents incorporated by reference, see “Where You Can Find More Information”.

Why am I receiving this proxy statement/prospectus?

The Board has unanimously approved the reorganization of our current holding company Swiss TEL, which is incorporated under Swiss law, to a new holding company Irish TEL, which is incorporated under Irish law. The reorganization would be effected by the merger of Swiss TEL with and into Irish TEL, an Irish public limited company and wholly owned subsidiary of Swiss TEL, with Irish TEL surviving as the publicly traded parent entity of the TE Group and successor to Swiss TEL (the “Merger”). As a result of the Merger, each shareholder of Swiss TEL (except for Swiss TEL or any of its subsidiaries) will receive one NYSE listed Irish TEL ordinary share in exchange for each Swiss TEL common share held immediately prior to the effectiveness of the Merger, and each Swiss TEL common share (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) will, on completion of the Merger, be delisted, cancelled and cease to exist. In connection with the Merger, the Board is submitting to our shareholders for approval at the Special General Meeting, a merger agreement (the “Merger Agreement”), pursuant to which the Merger would be effected (the “Merger Agreement Proposal”).

We will not complete the Merger unless the Merger Agreement Proposal is approved by our shareholders.

In addition, the Board is seeking your approval of the reduction of the share premium account of Irish TEL to allow for the creation of distributable reserves, which are required under Irish law to allow Irish TEL to make distributions, to pay dividends or to repurchase or redeem Irish TEL ordinary shares following completion of the Merger (the “Reserves Proposal”). The Merger is not conditioned on the approval of the Reserves Proposal.

We are asking you to vote on each of the Merger Agreement Proposal and the Reserves Proposal, which is why we have called the Special General Meeting and sent you this proxy statement/prospectus. We encourage you to read this proxy statement/prospectus carefully.

We will mail the proxy materials to each person who is registered as a holder of Swiss TEL common shares in the Swiss TEL register of shareholders as of the close of business (Eastern Standard Time) on April 18, 2024. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who becomes registered in the Swiss TEL share register after the close of business (Eastern Standard Time) on April 18, 2024 and continues to be registered in the Swiss TEL share register at the close of business (Eastern Standard Time) on May 23, 2024.

What is the Merger?

The Merger is the method by which we will effect the reorganization of our current holding company Swiss TEL, which is incorporated under Swiss law, to a new holding company Irish TEL, which is incorporated under Irish law. Immediately prior to the Merger, the assets and liabilities of Swiss TEL will be contributed to TE Connectivity Switzerland Ltd., a Swiss corporation and wholly owned subsidiary of Swiss TEL (“New Swiss TEL” and the contribution to New Swiss TEL, the “Contribution”) (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)). Swiss TEL will then merge with Irish TEL, with Irish TEL being the successor company. Irish TEL will assume, by operation of Swiss law, all of the assets and liabilities held by Swiss TEL immediately prior to the Merger that have not been contributed to New Swiss TEL (including, without limitation, liability for dividend payments) and will provide guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL). See the following chart for more information.

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Except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL).

You, as a shareholder of Swiss TEL, will receive one NYSE listed Irish TEL ordinary share in exchange for each Swiss TEL common share held by you immediately prior to the effectiveness of the Merger and each Swiss TEL common share (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) will, on completion of the Merger, be delisted, cancelled and cease to exist. The Merger will result in you holding NYSE listed Irish TEL ordinary shares, rather than Swiss TEL common shares.

Immediately after the Merger, the number of Irish TEL ordinary shares you own will be the same as the number of Swiss TEL common shares you held immediately prior to the Merger, and your relative economic interest in us will remain unchanged. After the Merger, Irish TEL will continue to conduct the same businesses in a holding company capacity that Swiss TEL conducted prior to the Merger.

Upon completion of the Merger, Irish TEL intends to be tax resident in Ireland.

Who are the parties to the Merger?

The parties to the Merger are Swiss TEL and Irish TEL.

How will TE Connectivity plc and its subsidiaries be organized after the effective time of the Merger?

Our shareholders currently own common shares of TE Connectivity Ltd., a Swiss company, which we refer to in this proxy statement/prospectus as Swiss TEL. Swiss TEL is a holding company whose principal assets consist of 100% equity ownership of Tyco Electronics Group S.A. (“TEGSA”), a Luxembourg company, the issuer of our outstanding senior notes and the obligor of our unsecured senior revolving credit facility (“Credit Facility”). The Merger and certain other internal reorganization transactions

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to be undertaken prior to the Merger will result in: (i) you owning ordinary shares in TE Connectivity plc, a public limited company incorporated under Irish law, which we refer to as Irish TEL, (ii) Irish TEL owning all of the outstanding equity interests of a newly formed Swiss company, which we refer to as New Swiss TEL, and (iii) New Swiss TEL owning all of the equity interests of TEGSA and other assets. Therefore, immediately after completion of the Merger, the shareholders of Irish TEL will be the same as the shareholders of Swiss TEL and Irish TEL will wholly own, directly or indirectly, all of Swiss TEL’s subsidiaries.

Why do you want to have your publicly traded parent company incorporated in Ireland and are there risks associated with doing so?

After careful consideration, the management and board of directors of Swiss TEL are recommending to shareholders the reorganization of our current holding company Swiss TEL, which is incorporated under Swiss law, to a new holding company Irish TEL, which is incorporated under Irish law. We believe the move is in the best long-term interest of the company and its shareholders.

Swiss TEL’s current corporate governance structure, set forth in our Board Governance Principles, includes principles and practices that we believe represent best practices tailored to our circumstances. We are firmly committed to these principles and practices wherever the company is based. Our increasing concern with Swiss law is the restrictive nature of regulations as well as ongoing uncertainty about how the laws will be applied and enforced. During 2022 and 2023, our management and the Board conducted a comprehensive review of jurisdictions due to these concerns, including at meetings of the Board. Based upon such review, we believe that the legal and regulatory systems in Ireland will provide us certain advantages over the comparative systems in Switzerland. We anticipate that having our publicly-traded parent company incorporated in Ireland will provide us the following benefits:

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The management of our capital (dividends, stock repurchase, securities issuance, and debt) will be less limited and less costly in Ireland compared to Switzerland. For example, we are currently facing uncertainty over our share repurchase program following the takeover of Credit Suisse Group AG by UBS Group AG and the relevant Swiss law provisions relating to intermediaries and secondary trading lines, in addition to complexity in Switzerland relating to share capital reduction for repurchased shares. Further, in Switzerland, a shareholder vote is required to declare dividends. Any change to a declared dividend requires another shareholder vote, thereby increasing the overall cost of capital return to shareholders. In Ireland, the board of directors can declare and amend dividends without the added time and expense.

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Ireland is a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance.

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We believe the Irish legal and regulatory system is more certain than in Switzerland. Swiss law provides that amendments to the Swiss federal constitution can be put to a vote by the Swiss citizens and the Swiss cantons at the initiative of Swiss citizens who obtain a requisite number of signatures. If such an initiative is approved by the requisite majorities, the proposed constitutional amendment becomes part of the Swiss federal constitution without a preceding parliamentary process. The Swiss federal parliament is then mandated to implement the constitutional amendment approved by the Swiss people in a federal statute. On an interim basis, the Swiss federal council, Switzerland’s executive branch of government, may also be given the authority to implement the constitutional amendment through regulations until adoption of the definitive federal statute. We believe this process results in some unpredictability in the Swiss legal system. The same system does not exist in Ireland.

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members of the board of directors but also the chairman of the board and the members of the compensation committee. Irish law conversely does not require shareholders to approve the compensation of the members of executive management and the board of directors (so only the advisory “say-on-pay” vote required by Dodd Frank Act would be necessary) or elect the chairman of the board or members of the compensation committee.

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Ireland is a full member of the European Union and enjoys the benefits of its single market and single currency, which we believe will provide better opportunities for conducting our business. Additionally, similar to Switzerland, Ireland has a developed, stable and internationally competitive tax regime and an extensive double tax treaty network, including access to European Union treaties, which we believe will allow us to continue to conduct our operations in a tax-efficient manner.

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The legal requirements we will be subject to as a company incorporated in Ireland, listed on the New York Stock Exchange and subject to SEC disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits.

Although we expect that the Merger should provide us with the benefits described above, the Merger will expose TEL and its shareholders to some risks, including the following:

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the risk that the potential benefits described above sought in the Merger may not be realized;

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the possibility of uncertainty created by the Merger, the corporate reorganization, and being incorporated in a member state of the European Union;

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the fact that Irish corporate law imposes different and additional obligations on us and our shareholders;

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the fact that we expect to incur costs to complete the Merger;

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the diversion of management’s time and attention; and

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other risks related to the corporate reorganization to Ireland discussed under “Risk Factors.”

The Board has considered both the potential advantages of, and the risks associated with, the Merger and has unanimously approved the Merger Agreement and recommends that shareholders vote to approve the Merger Agreement Proposal. See “Proposal No. 1 Approval of the Merger Agreement — Background and Reasons for the Merger” for further information.

Will the Merger affect our current or future operations?

While the corporate reorganization to Ireland is expected to position TEL to capture the benefits described above, we believe that the Merger should otherwise have no material impact on how TEL conducts its day-to-day operations. Where TEL conducts its future operations for its customers will depend on a variety of factors, including the worldwide demand for our products and services and the overall needs of our businesses, independent of our legal domicile or tax residency. Please read “Risk Factors” for a discussion of various ways in which the Merger could have an adverse effect on us.

How is the Merger expected to affect Swiss TEL’s current debt arrangements?

In connection with the Merger, we expect Irish TEL and our newly formed Swiss subsidiary New Swiss TEL to become guarantors and/or assume the obligations of Swiss TEL as a co-issuer or parent guarantor, as the case may be, under the indentures governing our outstanding notes and the Credit Facility. We expect TEGSA to continue as an issuer of our outstanding publicly held notes and as the borrower under the Credit Facility.

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Will the Merger dilute my economic interest?

The Merger will not dilute your economic interest in TEL. Immediately after completion of the Merger, Irish TEL will own, directly or indirectly, the same businesses, assets and operations as Swiss TEL owned immediately prior to the completion of the Merger. Further, you will own the same number of Irish TEL ordinary shares as the number of Swiss TEL common shares you owned immediately prior to the Merger. Finally, the number of outstanding Irish TEL ordinary shares after the completion of the Merger will be the same as the number of outstanding Swiss TEL common shares immediately before completion of the Merger.

Will the Merger result in any changes to my rights as a shareholder?

The completion of the Merger will change the governing corporate law that applies to shareholders of our parent company from Swiss law to Irish law. The legal system governing corporations organized under Irish law differs from the legal system governing corporations organized under Swiss law. As a result, we are unable to adopt governing documents for Irish TEL that are identical to the governing documents for Swiss TEL. Notwithstanding the differences in the governing documents between Irish TEL and Swiss TEL, we believe that Irish law and Irish TEL’s proposed memorandum and articles of association adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders”. A copy of Irish TEL’s proposed memorandum and articles of association is attached as Annex B to this proxy statement/prospectus. We believe that these changes primarily (1) either are required by Irish law or otherwise result from differences between the corporate laws of Ireland and the corporate laws of Switzerland, and (2) relate to the corporate reorganization of TEL’s publicly traded parent from our current holding company Swiss TEL incorporated in Switzerland to the new holding company Irish TEL incorporated in Ireland.

Will the Merger affect the payment of the dividends approved by shareholders at our 2024 annual general meeting?

On March 13, 2024, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $2.60 per share to be paid in four quarterly installments of $0.65 on June 7, 2024, September 6, 2024, December 6, 2024 and March 7, 2025. We currently anticipate completing the Merger during the second half of calendar 2024 after the payment of the first or second dividend installment. The dividend payments approved by our shareholders at the 2024 annual general meeting are legal obligations and Irish TEL will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Swiss TEL. Notwithstanding the Merger, as long as you are a holder of Swiss TEL common shares, or Irish TEL ordinary shares following the Merger, on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which TEL entity pays it.

What are the major actions that have been performed or will be performed to effect the Merger?

We have taken or will take the actions listed below to effect the Merger:

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Irish TEL was formed as a private limited company incorporated under Irish law, was transferred to Swiss TEL, was re-registered as an Irish public limited company and renamed “TE Connectivity plc” and is currently a direct subsidiary of Swiss TEL;

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the Merger Agreement was executed by Swiss TEL and Irish TEL on March 18, 2024;

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a merger report was prepared, which, together with the Merger Agreement and the balance sheet on the basis of which the Merger is effected, was confirmed by Deloitte AG, Zurich, Switzerland, to be in compliance with the Swiss Act on Mergers, Demergers, Transfers of Assets and Transformations (the “Swiss Merger Act”); and

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Swiss TEL shareholders will be asked to vote to approve the Merger Agreement Proposal at the Special General Meeting.

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Conditional upon approval of the Merger Agreement Proposal by our shareholders, and the satisfaction of the other conditions to completing the Merger, (i) immediately prior to the Merger, the assets and liabilities of Swiss TEL will be contributed to New Swiss TEL (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)) and (ii) Swiss TEL will merge with and into Irish TEL effective upon the registration of the Merger with the commercial register of the Canton of Schaffhausen, Switzerland (the “Commercial Register”), subject to approval by the Swiss Federal Commercial Register Office.

As a result of the Merger:

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Irish TEL will serve as the successor company;

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Irish TEL will assume, by operation of Swiss law, all of the assets and liabilities held by Swiss TEL immediately prior to the Merger that have not been contributed to New Swiss TEL (including, without limitation, liability for dividend payments) and will provide guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL);

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each shareholder of Swiss TEL (except for Swiss TEL or any of its subsidiaries) will receive one NYSE listed ordinary share of Irish TEL in exchange for each common share of Swiss TEL held immediately prior to the effectiveness of the Merger;

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Swiss TEL will be dissolved by means of absorption by Irish TEL and without a formal liquidation procedure;

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each common share of Swiss TEL (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) will be delisted, cancelled and will cease to exist;

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New Swiss TEL will become a wholly owned, direct subsidiary of Irish TEL;

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Irish TEL will assume certain employee benefit plans and agreements that had previously been sponsored by Swiss TEL and Irish TEL will amend (as required) such plans in order to permit the issuance or delivery of Irish TEL ordinary shares thereunder, rather than Swiss TEL common shares (and to make any other modifications which may be required to comply with Irish law);

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Irish TEL and one or more of its subsidiaries will enter into indemnity agreements with those directors and executive 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; and

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Irish TEL and New Swiss TEL will assume (or provide, as applicable) guarantees of certain indebtedness of subsidiaries of Swiss TEL that is, immediately prior to the completion of the Merger, guaranteed by Swiss TEL, including guarantees of debt incurred by TEGSA, under the Credit Facility and the indentures governing our outstanding notes.

Will the Merger have an impact on our operating expenses or effective tax rate?

Is the Merger taxable to me?

As is discussed below under “Material Tax Considerations — Swiss Tax Considerations” under Swiss law, a transaction such as the Merger, which results in the migration or “exit” of a company from Switzerland, could result in the imposition of Swiss withholding tax. While such a tax would be a shareholder level tax, the Swiss company would be required to pay such tax to the Swiss tax authorities on behalf of the shareholders. Any such payment by the Swiss company could give rise to taxes imposed on shareholders in other countries, such as the United States, on the tax amounts deemed paid on behalf of such shareholders. We have obtained a ruling from the Swiss Federal Tax Administration to the effect that no Swiss withholding tax would be payable under Swiss tax laws as a result of the Merger.

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Under U.S. federal income tax law, beneficial owners of Swiss TEL common shares generally will not recognize gain or loss, for U.S. federal income tax purposes, as a result of the exchange of their Swiss TEL common shares for Irish TEL ordinary shares in the Merger. See “Material Tax Considerations — U.S. Federal Income Tax Considerations”.

Under Irish tax law, holders of Swiss TEL common shares who are neither tax resident nor ordinarily resident in Ireland and who have not at any time had a branch or agency in Ireland to which the holding of such shares is attributable will not be subject to tax as a result of the Merger. See “Material Tax Considerations — Irish Tax Considerations”.

Has the Swiss Federal Tax Administration or the U.S. Internal Revenue Service rendered a ruling on the Merger?

We have received a ruling from the Swiss Federal Tax Administration confirming that no Swiss withholding tax would be payable under Swiss laws as a result of the Merger. So long as Swiss TEL does not generate any legally distributable reserves subject to Swiss withholding tax until the effective date of the Merger no such Swiss withholding tax will be payable under Swiss law as a result of the Merger. See “Summary of the Merger — Conditions to Completion of the Merger” and “Material Tax Considerations — Swiss Tax Considerations”.

While no ruling has been or will be requested from the U.S. Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Contribution and the Merger, it is a condition to closing of the Merger that we receive an opinion from our tax counsel, Eversheds Sutherland (US) LLP, in form and substance reasonably satisfactory to us, confirming, as of the effective date of the Merger, the matters discussed under the heading “Material Tax Considerations — U.S. Federal Income Tax Considerations,” including that neither we nor our shareholders will recognize gain or loss as a result of the Merger. See “Summary of the Merger — Conditions to Completion of the Merger” and “Material Tax Considerations — U.S. Federal Income Tax Considerations”.

Is the Merger a taxable transaction for Swiss TEL or Irish TEL?

We have obtained a ruling from the tax authorities of the canton of Schaffhausen and the Swiss Federal Tax Administration confirming that the transfer of the assets and liabilities of Swiss TEL (except the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)) to New Swiss TEL, as well as the Merger, does not result in any Swiss tax consequences. The Merger will not be a taxable transaction for Irish TEL for Irish tax purposes.

Will there be Irish withholding tax on future dividends, if any, by Irish TEL?

For the majority of shareholders, there will be no Irish withholding tax on dividends paid by Irish TEL. Whether Irish TEL will be required to deduct Irish dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” A list of the “relevant territories” is included as Annex C to this proxy statement/prospectus. The information below is only a summary and does not contain all of the information that is important to you. See “Material Tax Considerations — Irish Tax Considerations — Withholding Tax on Dividends” for a more detailed description of the Irish withholding tax on dividends.

SHARES HELD BY U.S. RESIDENT SHAREHOLDERS

A submission will be made to the Revenue Commissioners of Ireland (“Irish Revenue”) to confirm that dividends paid in respect of Irish TEL ordinary shares that are held beneficially (via The Depository Trust Company (the “DTC”)) and are owned by residents of the United States will not be subject to Irish withholding tax provided the address of the relevant shareholder in his, her or its broker’s records is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Irish TEL).

The submission, which will be made to Irish Revenue, will also request confirmation that, for shares held directly by residents of the United States, dividends will not be subject to Irish withholding tax if

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the shareholder has provided a valid Irish dividend withholding tax exemption form (“DWT Form”) or a valid IRS Form 6166, Certificate of U.S. Tax Residency, to Irish TEL’s transfer agent.

SHARES HELD BY RESIDENTS OF “RELEVANT TERRITORIES” OTHER THAN THE UNITED STATES

Dividends paid to Irish TEL shareholders who are residents of “relevant territories” other than the United States generally will not be subject to Irish withholding tax, provided that those shareholders provide required DWT Forms that will allow them to receive their dividends without any Irish withholding tax. Such shareholders must provide the appropriate DWT Forms to their brokers before the record date for the first dividend payment to which they are entitled (in the case of shares held beneficially) or to Irish TEL’s transfer agent at least seven business days before such record date (in the case of shares held directly).

SHARES HELD BY RESIDENTS OF COUNTRIES THAT ARE NOT “RELEVANT TERRITORIES”

Irish TEL shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 25%), though there are a number of exemptions that could apply on a case-by-case basis. Such shareholders should seek advice from their tax advisors as to whether and how they may claim such exemptions.

IMPORTANT INFORMATION FOR ALL SHAREHOLDERS ABOUT IRISH DIVIDEND WITHHOLDING TAX

Irish TEL will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. We strongly recommend that shareholders who will need to complete DWT Forms as described above do so and provide them to their brokers or Irish TEL’s transfer agent, as the case may be, as soon as possible and in any event prior to the dates specified above. Shareholders who do not need to complete DWT Forms should ensure, however, that their residence or required U.S. tax information has been properly recorded by their brokers or provided to Irish TEL’s transfer agent, as the case may be. If any shareholder who is exempt from withholding receives a dividend subject to Irish dividend withholding tax, such shareholder may make an application for a refund from Irish Revenue on the prescribed form.

Please contact your broker or your tax advisor if you have any questions regarding Irish dividend withholding tax.

Will there be Irish income tax on dividends on Irish TEL ordinary shares?

Irish income tax may arise for non-Irish residents in respect of dividends received from Irish resident companies. However, for the majority of shareholders, there will be no Irish income tax on dividends.

Dividends paid in respect of Irish TEL ordinary shares owned by residents of “relevant territories” or by other shareholders that are otherwise exempt from Irish dividend withholding tax will generally not be subject to Irish income tax. Residents of “relevant territories” and other shareholders that are otherwise exempt from Irish dividend withholding tax who receive dividends subject to Irish withholding tax should be able to make a reclaim of the withholding tax from Irish Revenue. Irish TEL shareholders who are not entitled to an exemption from Irish dividend withholding tax and, therefore, receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividend.

The summary response does not address shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, and such shareholders should seek advice from their tax advisors. See “Material Tax Considerations — Irish Tax Considerations — Income Tax on Dividends Paid on Irish TEL Ordinary Shares” for a more detailed description of the Irish income tax on dividends.

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Will there be an Irish stamp duty on the transfer of Irish TEL ordinary shares after completion of the Merger?

For the majority of transfers of Irish TEL ordinary shares, there will be no Irish stamp duty. Under Irish stamp duty law, stamp duty may be incurred upon certain share transfers occurring after completion of the Merger. A transfer of Irish TEL ordinary shares from a seller who holds shares beneficially (i.e., via DTC) to a buyer who holds the acquired shares beneficially (i.e., via DTC), which is effected by the debit/credit of book-entry interests representing the shares through DTC, will not be subject to any stamp duty. A transfer of Irish TEL ordinary shares by a seller who holds shares of record (i.e., not through DTC) to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares of record, may incur stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher), generally payable by the buyer. A shareholder who holds shares of record may transfer such shares into or out of its own broker account to be held through DTC without incurring any stamp duty, provided there is no change in the beneficial ownership of such shares as a result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to a third party. Because of the potential Irish stamp duty on transfers of Irish TEL ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their shares into a broker account to be held through DTC as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Irish TEL ordinary shares after completion of the Merger acquire such shares beneficially (i.e., through DTC).

Irish TEL does not intend to pay any stamp duty levied on transfers of its shares on behalf of a buyer. However, Irish TEL’s memorandum and articles of association as they will be in effect after the Merger allow Irish TEL in its absolute discretion, to pay (or to cause one of its affiliates to pay) any such stamp duty. In the event of any such payment, Irish TEL shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and (iii) claim a first and paramount lien on the Irish TEL ordinary shares acquired by such buyer and any dividends paid on such shares. The directors of Irish TEL have discretion to decline to register an instrument of transfer in the name of a buyer unless the instrument of transfer has been properly stamped (in circumstances where stamping is required).

See “Material Tax Considerations — Irish Tax Considerations — Stamp Duty” for a more detailed description of the Irish stamp duty.

Will there be Irish capital acquisitions tax (“CAT”) on gifts and/or inheritances of Irish TEL ordinary shares after the Merger?

CAT (currently levied at a rate of 33% above certain tax-free thresholds) will, subject to the availability of any exemptions or reliefs, apply to a gift or inheritance of Irish TEL ordinary shares irrespective of the place of residence, ordinary residence, or domicile of the donor or recipient. The recipient has primary liability for CAT. See “Material Tax Considerations — Irish Tax Considerations — Capital Acquisitions Tax”. We strongly recommend that you consult your own advisors to consider your estate planning needs.

Under Irish law, does it matter, for tax or other reasons, whether I hold my shares “beneficially” or “of record”?

Yes. In general, Irish TEL shareholders will hold their shares in one of two ways. Some shareholders are directly registered in their own names on Irish TEL’s shareholder records, as maintained by its transfer agent. In this proxy statement/prospectus, we generally refer to these shareholders as holding their shares “directly” or “of record.” Most of our shareholders will hold their shares through banks, brokers, trustees, custodians or other nominees, which in turn hold those shares through DTC. We generally refer to these shareholders as holding their shares “beneficially,” and to these banks brokers, trustees, custodians or other nominees as “brokers.”

Under Irish tax law you may be treated differently depending on whether you hold your shares “beneficially” or “of record.” Because of the potential Irish stamp duty on transfers of Irish TEL

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ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their shares into a broker account to be held through DTC as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Irish TEL ordinary shares after completion of the Merger acquire such shares beneficially (i.e., through DTC). See “Material Tax Considerations — Irish Tax Considerations”.

What types of information and reports will Irish TEL make available following the Merger?

After the completion of the Merger, Irish TEL will remain subject to the SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd Frank Act and the applicable corporate governance rules of the NYSE, and Irish TEL will continue to report TEL’s consolidated financial results in U.S. dollars and under U.S. GAAP and will continue to file reports on Forms 10-K, 10-Q and 8-K with the SEC, as Swiss TEL currently does. Irish TEL will be permitted under Irish law to prepare and file its Irish statutory accounts in accordance with U.S. GAAP in respect of fiscal years ending no later than December 31, 2030 (and after that date will be required to prepare its Irish statutory financial statements according to a financial reporting framework permissible under Irish law — i.e., IFRS or Irish GAAP, in addition to separately preparing financial statements under U.S. GAAP required by SEC rules). Irish TEL will not be required to provide shareholders with the Swiss statutory financial statements currently provided by Swiss TEL. Irish TEL will also be required to comply with any additional reporting and governance requirements of Irish law.

For so long as Irish TEL has a class of equity securities listed on the NYSE, Irish TEL will continue to be subject to rules regarding proxy solicitations and tender offers and the corporate governance requirements of the NYSE, the Exchange Act, the Dodd Frank Act and the Sarbanes-Oxley Act including, for example, independence requirements for audit, compensation, and nominating and corporate governance committee composition, requirements relating to committee responsibilities and corporate governance documents, annual certification requirements, auditor independence rules, notification requirements and shareholder approval rules, unless certain circumstances change. To the extent possible under Irish law, Irish TEL corporate governance practices are expected to be materially similar to those of Swiss TEL. See “Comparison of Rights of Shareholders”.

What are the conditions to the completion of the Merger?

The Merger cannot be completed without satisfying certain conditions, the most important of which is that our shareholders approve the Merger Agreement Proposal at the Special General Meeting. In addition, there are other conditions, such as the receipt of a confirmation from the Swiss Tax Administrations (which has already been obtained) that there is no withholding tax payable under Swiss law as a result of the Merger, the requirement to obtain authorization for listing the Irish TEL ordinary shares on the NYSE, completion of creditor calls required by Swiss law, the registration of the Merger with the Commercial Register, and receipt of certain legal opinions. See “Summary of the Merger — Conditions to Completion of the Merger”.

When do you expect the Merger to be completed?

We intend to complete the Merger in 2024, assuming the Merger Agreement Proposal is approved at the Special General Meeting. If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office. We currently anticipate completing the Merger before the end of 2024.

We may decide to abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied.

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What will I receive for my Swiss TEL common shares?

You will receive, as consideration in the Merger, one Irish TEL ordinary share in exchange for each Swiss TEL common share you hold immediately prior to the completion of the Merger, with such Swiss TEL common shares being delisted, cancelled and ceasing to exist on completion of the Merger.

Do I have to take any action to exchange my Swiss TEL common shares and receive the Irish TEL ordinary shares as a result of the Merger?

This depends on how you currently hold your Swiss TEL common shares. The vast majority of Irish TEL ordinary shares to be delivered in connection with the Merger will be delivered in a manner that will allow the Irish TEL ordinary shares to be transferred through the facilities of DTC.

Beneficial holders of Swiss TEL common shares held in “street name” through a bank, broker or other nominee will not be required to take any action. Your ownership of Irish TEL ordinary shares will be recorded in book entry form by your nominee as soon as reasonably practicable after the effective date of the Merger without the need for any additional action on your part.

Shareholders of record of Swiss TEL common shares recorded only in book-entry form will not be required to take any action. Your ownership of Irish TEL ordinary shares will be recorded in book entry form as soon as reasonably practicable after the effective date of the Merger by Irish TEL’s transfer agent without the need for any additional action on your part.

If you hold Swiss TEL share certificates, Equiniti Trust Company, LLC, acting as exchange agent (the “Exchange Agent”) will hold your Irish TEL ordinary shares and all entitlements (including dividend entitlements) arising therefrom, as nominee on your behalf pending formal delivery of such shares to you. Such share delivery shall be subject to customary exchange procedures established by the Exchange Agent to implement the delivery. In this regard, as soon as reasonably practicable after the effective time of the Merger, the Exchange Agent will mail a letter of transmittal to you, which will, among other matters, contain instructions as to how you may: (i) register your new Irish TEL ordinary shares directly in your own name or that of your designee in book-entry form or (ii) deposit your Irish TEL ordinary shares in the facilities of DTC. YOU SHOULD NOT RETURN SHARE CERTIFICATES WITH THE ENCLOSED PROXY CARD.

Until persons holding certificates representing previous Swiss TEL common shares elect, in accordance with the procedures set forth in the letter of transmittal, as to how they want to hold their new Irish TEL ordinary shares, those persons will not be able to transfer their new Irish TEL ordinary shares. Such persons will, however, be able to vote their new Irish TEL ordinary shares through the Exchange Agent acting as their proxy pending formal delivery of legal title thereto.

Any Irish TEL ordinary shares issued to the Exchange Agent that remain undelivered to the former holders of Swiss TEL common shares as of the 12 month anniversary of the effective time of the Merger (or the termination of the Exchange Agent’s engagement, if later) will be delivered to Irish TEL or its designee, together with all entitlements (including dividend entitlements) arising therefrom, upon demand, and Irish TEL or its designee will thereafter continue to hold such shares and entitlements, as nominee for, and on behalf of, the former holders of Swiss TEL common shares, on substantially similar terms as the Exchange Agent, pending formal delivery of legal title thereto, but subject to applicable abandoned property, escheat or similar laws. No interest shall be payable on any dividend entitlements or other amounts held, from time to time, by Irish TEL, the Exchange Agent or any of their respective affiliates or designees as nominee for any former holder of Swiss TEL common shares, and none of Irish TEL, the Exchange Agent or any of their respective affiliates or designees shall be required to account to any former holder of Swiss TEL common shares for same.

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Swiss TEL common shares into a broker account to be held through DTC as soon as possible and, in any event, prior to completion of the Merger. If a record holder of Swiss TEL common shares does not transfer their Swiss TEL common shares into a broker account to be held through DTC prior to completion of the Merger, we strongly recommend that such holders of Swiss TEL common shares contact their respective brokers to provide the documents and information requested by the Exchange Agent in a timely manner, so that your Irish TEL ordinary shares may be moved to and held through the facilities of DTC. For more information, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders”.

What happens to Swiss TEL’s equity-based awards at the effective time of the Merger?

As of the effective time of the Merger, Irish TEL will adopt and assume, and become the plan sponsor of, each employee benefit and compensation plan and agreement of Swiss TEL.

At the effective time of the Merger, all outstanding options to purchase Swiss TEL common shares and all outstanding awards of restricted stock units and other equity-based awards granted to our employees, officers and directors by Swiss TEL or any of its subsidiaries under our equity incentive plans prior to the effective time of the Merger will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of Irish TEL ordinary shares. All of such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the completion of the Merger.

Can I trade Swiss TEL common shares between the date of this proxy statement/prospectus and the completion of the Merger?

Yes. The Swiss TEL common shares will continue to trade on the NYSE during this period.

After the Merger is complete, where can I trade Irish TEL ordinary shares?

It is anticipated that the Merger will take place at a time following the close of trading on the NYSE but prior to the opening of the market on the next trading day. We expect the Irish TEL ordinary shares received in the Merger to be listed and traded on the NYSE under the symbol “TEL,” the same symbol under which your Swiss TEL common shares are currently listed and traded. Irish TEL currently does not intend to seek a listing on Euronext Dublin. Swiss TEL common shares currently listed on the NYSE will be delisted from the NYSE and cancelled due to the Merger.

What impact will the Merger have on TEL’s inclusion in the S&P 500 index?

We are currently a component of the S&P 500 stock index. Based on current guidelines, we do not expect S&P to remove our shares as a component thereof.

What proposals are being presented at the Special General Meeting, and what vote is required to approve each proposal?

We intend to present the Merger Agreement Proposal and the Reserves Proposal at the Special General Meeting, provided that if the Merger Agreement Proposal is not approved by our shareholders, we will not present the Reserves Proposal at the Special General Meeting. The affirmative vote of at least two-thirds of the Swiss TEL common shares (plus the majority of the par value of the shares) as represented in person or by proxy at the meeting is required to approve the Merger Agreement Proposal, and the affirmative vote of at least a majority of the Swiss TEL common shares cast (in person or by proxy) at the meeting is required to approve the Reserves Proposal.

Why am I being asked to approve the Reserves Proposal?

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You are being asked to approve the creation of distributable reserves of Irish TEL (through the reduction of the share premium account of Irish TEL) to facilitate Irish TEL to be able to make distributions, to pay dividends or repurchase or redeem its ordinary shares after the Merger.

In addition, the creation of distributable reserves of Irish TEL by way of a capital reduction of Irish TEL requires the approval of the Irish High Court. Although we are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court. See “Risk Factors” and “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”.

If Swiss TEL shareholders do not approve the Reserves Proposal, Irish TEL may still seek Irish High Court approval to create distributable reserves.

The capital reduction is not a prerequisite for Irish TEL to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the March 13, 2024 annual general meeting of Swiss TEL shareholders that remain unpaid at the time of the Merger in respect of Irish TEL ordinary shares issued at the time of the Merger, all such payments being liabilities of Swiss TEL.

What will happen if the Reserves Proposal is not approved?

The approval of the Reserves Proposal is a non-binding advisory resolution only and is not a condition to the completion of the Merger. Accordingly, if shareholders of Swiss TEL approve the Merger Agreement Proposal, but do not approve the Reserves Proposal, and the Merger is completed, Irish TEL may still seek Irish High Court approval to create distributable reserves to make distributions, to pay dividends or repurchase or redeem its shares after the Merger.

Why do I have more than one Special General Meeting proxy card?

You may have multiple Special General Meeting proxy cards if you hold your Swiss TEL common shares in different ways or accounts (for example, 401k accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If your Swiss TEL common shares are held by a broker (in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card or cards or otherwise vote your proxy as indicated in the materials you receive from your broker. You should vote your proxy for each separate account you have.

How many votes do I have?

As of April 18, 2024, there were 306,372,204 registered Swiss TEL common shares issued and outstanding and entitled to vote; however, shareholders who are not registered in Swiss TEL’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on May 23, 2024 will not be entitled to attend, vote at or grant proxies to vote at, the Special General Meeting. Swiss TEL common shares duly represented at the Special General Meeting will be entitled to one vote per share for each matter presented at the Special General Meeting. Swiss TEL shareholders who are registered in the Swiss TEL share register as of the close of business (Eastern Standard Time) on May 23, 2024 and who are registered with voting rights may vote at the Special General Meeting as discussed under “How do I vote if I am a shareholder of record?”

What is the difference between a shareholder of record and a beneficial owner?

SHAREHOLDER OF RECORD

If your Swiss TEL common shares are registered directly in your name in the Swiss TEL share register maintained on its behalf by Equiniti Trust Company, LLC, acting as its transfer agent (the “Transfer Agent”), you are a “shareholder of record” and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the independent proxy (see “How do I appoint and vote via an independent proxy?” below) named in the proxy card, to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the

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Special General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint the independent proxy as your proxy.

BENEFICIAL OWNER

If your Swiss TEL common shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of Swiss TEL common shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those common shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Swiss TEL common shares and are also invited to attend the Special General Meeting. However, since you are not the shareholder of record, you may only vote these Swiss TEL common shares in person at the Special General Meeting if you follow the instructions described below under the heading “How do I attend the Special General Meeting?” and “How do I vote if I am a beneficial owner?” Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your Swiss TEL common shares, which may contain instructions for voting by telephone or electronically.

Who is entitled to vote?

SHAREHOLDERS OF RECORD

All shareholders registered in the Swiss TEL share register at the close of business (Eastern Standard Time) on May 23, 2024 are entitled to vote on the matters set forth in this proxy statement/prospectus and any other matter properly presented at the Special General Meeting for consideration, provided such shareholders become registered as shareholders with voting rights by that time. See “I am a Swiss TEL shareholder of record. How do I become registered as a shareholder with voting rights?”

BENEFICIAL OWNERS

Beneficial owners whose banks, brokers or other nominees are shareholders registered in the Swiss TEL share register with respect to the beneficial owners’ Swiss TEL common shares at the close of business (Eastern Standard Time) on May 23, 2024 are entitled to vote on the matters set forth in this proxy statement/prospectus and any other matter properly presented at the Special General Meeting for consideration, provided such banks, brokers or nominees become registered as shareholders with voting rights.

What if I am the record holder owner of Swiss TEL common shares at the close of business on the record date, but sell or otherwise transfer all or some portion of those Swiss TEL common shares before the Special General Meeting?

Swiss TEL does not block the transfer of Swiss TEL common shares before the Special General Meeting. However, unless you are a shareholder of record with voting rights at the close of business (Eastern Standard Time) on May 23, 2024, your vote will not be counted.

I am a Swiss TEL shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a Swiss TEL shareholder of record, you have been registered as a shareholder with voting rights in the Swiss TEL share register, unless in certain circumstances (such as failure to comply with particular disclosure requirements set forth in Swiss TEL’s articles of association) we have specifically advised you that you are registered as a shareholder without voting rights.

What vote does the Board recommend?

The Board has unanimously approved the Merger Agreement and recommends that shareholders vote “FOR” the Merger Agreement Proposal and “FOR” the Reserves Proposal.

Further, for the parties to proceed with the Merger, stockholders must approve the Merger Agreement Proposal.

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How do I vote if I am a shareholder of record?

If you are a shareholder of record, you can vote in the following ways:

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By Internet: If you are a shareholder of record, you can vote over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy card.

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By Mail: If you are a shareholder of record, you can vote by completing the enclosed proxy card and then signing, dating and mailing the card in the enclosed postage-paid envelope.

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At the Special General Meeting: If you are a shareholder of record planning to attend the Special General Meeting and wish to vote your Swiss TEL common shares in person, we will give you a ballot at the meeting.

How do I vote if I am a beneficial owner?

If you are a beneficial owner of Swiss TEL common shares, you can vote in the following ways:

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General: If you beneficially own your Swiss TEL common shares, you can vote by following the instructions on the voting instruction card provided by your bank, broker or other nominee with these proxy materials.

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At the Special General Meeting: Shareholders who beneficially own their Swiss TEL common shares in street name are not able to vote at the Special General Meeting unless they have a “legal proxy,” executed in their favor, from the shareholder of record of their shares (i.e., their broker, bank or other nominee).

Can I vote by telephone?

If you are a shareholder of record, you cannot vote by telephone. If you are a beneficial shareholder, see the voting instruction card provided by your broker, bank or other nominee for telephone voting instructions.

How do I vote by proxy?

Shareholders of record may appoint the independent proxy to vote their shares by proxy.

What is the role of the independent proxy at the Special General Meeting?

The independent proxy serves as a voting proxy at the Special General Meeting for shareholders who wish to vote at the meeting by proxy. The main task of the independent proxy is to vote shares held by shareholders of record at the Special General Meeting if instructed to do so by the shareholder. The independent proxy will vote the shares as instructed by the shareholder.

How do I appoint and vote via the independent proxy?

If you are a shareholder of record with voting rights, you may authorize the independent proxy, Proxy Voting Services GmbH, to vote your Swiss TEL common shares on your behalf either by (1) voting electronically over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy card or (2) completing the enclosed proxy card and then signing, dating and mailing the card in the enclosed postage-paid envelope. If you do not provide specific voting instructions, you instruct the independent proxy, as indicated on your proxy card, to vote your shares in accordance with the recommendations of the Board.

If any modifications to agenda items or proposals identified in the Notice of Special General Meeting or other matters on which voting is permissible under Swiss law are properly presented at the Special General Meeting for consideration, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board.

Whether or not you plan to attend the Special General Meeting, we urge you to submit your proxy. Submitting your vote electronically or returning the proxy card will not affect your right to attend the

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Special General Meeting. You must vote over the Internet or return your proxy cards to the address and by the times and dates set forth below under “Submitting your proxy to the independent proxy” in order for your proxy vote to be counted.

How do I attend the Special General Meeting?

All Swiss TEL shareholders are invited to attend and vote at the Special General Meeting. For admission to the Special General Meeting, shareholders should bring a form of photo identification to the Shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own Swiss TEL common shares are requested to obtain a “legal proxy” executed in their favor, from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you should also bring account statements or letters from your banks or brokers showing that you own Swiss TEL common shares as of May 23, 2024. Beneficial owners should also see “How do I vote if I am a beneficial owner?” above for additional requirements if they intend to vote at the Special General Meeting. Registration will begin at 1:00 pm Central European Time and the Special General Meeting will begin at 2:00 pm Central European Time.

May I change or revoke my vote after I return my proxy or voting instruction card?

You may change your vote before it is exercised by:

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Submitting another proxy card (or voting instruction card if you beneficially own your common shares) with a later date;

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If you are a holder of record, or a beneficial owner with a proxy from the holder of record, voting in person at the Special General Meeting;

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If you voted by the Internet, submitting subsequent voting instructions through the Internet; or

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If you have completed and returned your proxy card to the independent proxy, you should send a revocation letter, and new proxy, if applicable, directly to:

c/o Proxy Services
PO Box 9148
Farmingdale, NY 11735-9855

Are Swiss TEL shareholders able to exercise appraisal rights?

Yes. If your Swiss TEL common shares are registered in your name, you can exercise your appraisal rights under Article 105 of the Swiss Merger Act. For this purpose, under Swiss law a lawsuit must be filed against the entity surviving the Merger for the examination of equity and membership interests. The suit must be filed within two months after the registration of the Merger is published in the Swiss Official Gazette of Commerce. According to legal commentators, an appraisal suit can be filed by shareholders who vote against or abstain from voting on the Merger Agreement Proposal, or who do not participate in the shareholders meeting approving the Merger Agreement Proposal. Under Swiss law, if a suit is filed, and the exchange ratio fails to be adequate, the court will determine the compensation, if any, that it considers adequate. Because (i) shareholders will receive, as consideration in the Merger, Irish TEL ordinary shares on a one-for-one basis, (ii) Irish TEL will assume, by operation of Swiss law, all of the assets and liabilities held by Swiss TEL immediately prior to the Merger that have not been contributed to New Swiss TEL (including, without limitation, liability for dividend payments) and will provide guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL), and (iii) the assets and liabilities of Swiss TEL immediately prior to the Merger will be contributed to New Swiss TEL, a wholly owned subsidiary of Swiss TEL (and post-merger, a wholly owned subsidiary of Irish TEL) (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)), we believe that the equity and membership interests of Swiss TEL shareholders are adequately safeguarded. If a claim by one or more shareholders of Swiss TEL is successful, all of the

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shareholders who held Swiss TEL common shares at the time of the effectiveness of the Merger would receive the same compensation. The filing of an appraisal suit will not prevent the completion of the Merger.

If you are a beneficial owner and your Swiss TEL common shares are held in “street name” by a broker or custodian, you should consult with your broker or custodian. For more information about appraisal rights, see “Proposal No. 1 Approval of the Merger Agreement — Appraisal Rights”.

How many Swiss TEL common shares can vote at the Special General Meeting?

Our Swiss TEL common shares are our only class of voting stock. As of the close of business on April 18, 2024, there were 306,372,204 Swiss TEL common shares issued and outstanding and entitled to vote; however, Swiss TEL shareholders who are not registered in Swiss TEL’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on May 23, 2024 will not be entitled to attend, vote at or grant proxies to vote at, the Special General Meeting. See “I am a Swiss TEL shareholder of record. How do I become registered as a shareholder with voting rights?” Shares duly represented (in person or by proxy) at the Special General Meeting will be entitled to one vote per share for each matter presented at the Special General Meeting. Shareholders who are registered in the Swiss TEL share register as of the close of business (Eastern Standard Time) on May 23, 2024 and who are registered with voting rights may vote in person at the Special General Meeting as discussed under “How do I vote if I am a shareholder of record?” Shareholders who beneficially own their Swiss TEL common shares as of the close of business (Eastern Standard Time) on May 23, 2024 may vote in person at the Special General Meeting as discussed under “How do I vote if I am a beneficial owner?”

What constitutes a quorum?

Our Swiss articles of association provide that all resolutions and elections made at a shareholders’ meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions, blank or invalid ballots regarded as present for purposes of establishing the quorum.

What is the effect of broker non-votes and abstentions?

A broker non-vote occurs when a broker holding Swiss TEL common shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your Swiss TEL common shares with respect to “routine” matters, they do not have discretionary power to vote your Swiss TEL common shares on “non-routine” matters pursuant to NYSE rules. The Merger Agreement Proposal and the Reserves Proposal will be considered non-routine under NYSE rules and therefore we do not expect your broker to be able to vote your Swiss TEL common shares with respect to the Merger Agreement Proposal or the Reserves Proposal unless the broker receives appropriate instructions from you. Therefore, we do not expect there to be any broker non-votes.

Shares owned by shareholders electing to abstain from voting and blank and invalid votes with respect to any agenda item will be regarded as represented at the meeting and counted towards the determination of the majority required to approve the Merger Agreement Proposal. Therefore, abstentions and blank and invalid votes will have the effect of an “AGAINST” vote on the Merger Agreement Proposal. With respect to the “Reserves Proposal,” Swiss TEL common shares abstaining from voting and blank and invalid votes will have no effect on the outcome of the vote.

How will my Swiss TEL common shares be voted if I do not specify how they should be voted?

If you submit a proxy and do not provide specific voting instructions, you instruct the independent proxy to vote your Swiss TEL common shares in accordance with the recommendations of the Board.

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General Meeting for consideration, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board. We do not presently know of any other business.

If shareholders approve the Merger Agreement Proposal, what happens next?

If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office. We currently anticipate completing the Merger during the second half of calendar 2024.

Who is soliciting my proxy?

Proxies are being solicited by the Board.

Who is paying for the cost of this proxy solicitation?

We are paying the costs of soliciting proxies. Upon request, we will reimburse brokers, dealers, banks, trusts and other nominees, for reasonable expenses incurred by them in forwarding the proxy materials to beneficial owners of Swiss TEL common shares.

In addition to soliciting proxies by mail, the Board, our officers and employees, or our transfer agent, may solicit proxies on our behalf, personally or by telephone. Swiss TEL has retained DF King for a fee of $15,000, plus expenses, to aid in the solicitation of proxies from its shareholders and to verify certain records related to the solicitations.

Who will count the votes?

Representatives from Broadridge Financial Solutions will count the votes and serve as our Inspectors of Election. The Inspectors of Election will be present at the Special General Meeting.

Whom should I call if I have questions about the Special General Meeting or the Merger?

You should contact our proxy solicitor at:

D. F. King & Co., Inc.
(888) 887-1266 (US callers only)
+1 (212) 269-5550

Email: TEL@dfking.com (reference TE Connectivity in the subject line)

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SUBMIT YOUR PROXY TO THE INDEPENDENT PROXY

Shareholders of record wishing to instruct the independent proxy should vote over the Internet or complete, sign and return the proxy card as soon as possible to appoint the independent proxy. In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, you must either (1) vote electronically over the Internet at www.proxyvote.com by following the instructions on the proxy card prior to 5:00 p.m. (Central European Time) on June 11, 2024, the business day prior to the Special General Meeting, or (2) complete the enclosed proxy card and then sign, date and mail the card in the enclosed postage-paid envelope such that it is received at the address set forth below by the time specified below.

By 5:00 p.m., Central European Time, on June 11, 2024, the business day prior to the Special General Meeting, by mail at:

c/o Proxy Services
PO Box 9148
Farmingdale, NY 11735-9855
USA

If your Swiss TEL common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Swiss TEL common shares on your behalf.

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SUMMARY OF THE MERGER

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. To understand the Merger more fully, and for a more complete legal description of the Merger, you should read carefully the entire proxy statement/prospectus, including the Merger Agreement attached as Annex A to this proxy statement/prospectus and Irish TEL’s proposed memorandum and articles of association to be effective as of completion of the Merger attached as Annex B to this proxy statement/prospectus, which will govern Irish TEL, the company whose shares you will own after the completion of the Merger. We encourage you to read those documents. Unless otherwise indicated, currency amounts in this proxy statement/prospectus are stated in U.S. dollars.

Parties to the Merger

Swiss TEL. Swiss TEL is a company organized under the laws of Switzerland, with its registered and principal office located at Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland, and the telephone number is +41(0)52 633 66 61.

Swiss TEL is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Swiss TEL’s broad range of connectivity and sensor solutions enable the distribution of power, signals, and data to advance next-generation transportation, renewable energy, automated factories, data centers, medical technology, and more. Swiss TEL operates through three reportable segments. The Transportation Solutions segment is a leader in connectivity and sensor technologies. The primary products sold by the Transportation Solutions segment include terminals and connector systems and components, sensors, relays, antennas, and application tooling. The Industrial Solutions segment is a leading supplier of products that connect and distribute power, data, and signals. The primary products sold by the Industrial Solutions segment include terminals and connector systems and components, interventional medical components, relays, heat shrink tubing, and wire and cable. The Communications Solutions segment is a leading supplier of electronic components for the data and devices and the appliances markets. The primary products sold by the Communications Solutions segment include terminals and connector systems and components, antennas, heat shrink tubing, and relays.

Irish TEL. Irish TEL is an Irish public limited company and is currently a wholly owned subsidiary of Swiss TEL. Irish TEL has only nominal assets and capitalization, has no financial or operating history of its own and has not engaged in any business or other activities other than in connection with its formation in 2015, entry into the Merger Agreement and related transactions. Pursuant to the Merger Agreement, Swiss TEL will merge with and into Irish TEL, with Irish TEL surviving the Merger and Swiss TEL being dissolved by means of absorption by Irish TEL and without a formal liquidation procedure. The principal executive offices of Irish TEL are currently located at Pembroke House, 28 - 32 Pembroke Street Upper, Dublin 2, Ireland, D02 NT28, and the telephone number is +41(0)52 633 66 61.

The financial statements of Irish TEL have been omitted because this entity is a business combination related shell company, has no assets, has not commenced operations and has not engaged in any business or other activities except in connection with its formation. Irish TEL does not have any contingent liabilities or commitments.

The Merger

You are being asked to approve the Merger Agreement, pursuant to which our current holding company Swiss TEL, which is incorporated under Swiss law, will be reorganized to a new holding company Irish TEL, which is incorporated under Irish law. If the Merger Agreement Proposal is approved by our shareholders, Swiss TEL would merge with and into Irish TEL, an Irish public limited company and wholly owned subsidiary of Swiss TEL, with Irish TEL surviving the Merger and assuming all of the assets and liabilities of Swiss TEL by operation of Swiss law. Pursuant to the Merger Agreement, each shareholder of Swiss TEL (except for Swiss TEL or any of its subsidiaries) will receive one NYSE listed Irish TEL ordinary share in exchange for each Swiss TEL common share held immediately prior to the effectiveness of the Merger, and all Swiss TEL common shares (including all Swiss TEL common shares held by Swiss TEL and any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) will be cancelled under

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the terms of the Merger Agreement, be delisted, and cease to exist. The Merger will result in Irish TEL becoming our publicly traded parent company and the corporate reorganization of TEL from Switzerland to Ireland.

The Merger will be effected pursuant to the Merger Agreement. A copy of the Merger Agreement is attached hereto and is part of this proxy statement/prospectus as Annex A.

Following the Merger, you will own an interest in Irish TEL, the parent company that will continue to conduct, through its subsidiaries, the same businesses as conducted by Swiss TEL before the Merger. The number of ordinary shares you will own in Irish TEL immediately after the completion of the Merger will be the same as the number of Swiss TEL common shares you owned immediately prior to the Merger, and your relative economic interest in TE will remain unchanged.

Many of the principal attributes of Swiss TEL’s common shares and Irish TEL’s ordinary shares will be similar. However, if the Merger is completed, your future rights under Irish corporate law as a holder of Irish TEL ordinary shares will differ from your current rights under Swiss corporate law as a holder of Swiss TEL common shares. The legal system governing corporations organized under Irish law differs from the legal system governing corporations organized under Swiss law. As a result, we are unable to adopt governing documents for Irish TEL that are identical to the governing documents for Swiss TEL. Notwithstanding the differences in the governing documents between Irish TEL and Swiss TEL, we believe that Irish law and Irish TEL’s proposed memorandum and articles of association adequately safeguard the rights of shareholders. See “Comparison of Rights of Shareholders”. A copy of Irish TEL’s proposed memorandum and articles of association is attached as Annex B to this proxy statement/prospectus. We believe that these changes primarily (1) either are required by Irish law or otherwise result from differences between the corporate laws of Ireland and the corporate laws of Switzerland, and (2) relate to the corporate reorganization of the publicly traded parent of TEL from our current holding company Swiss TEL incorporated in Switzerland to the new holding company Irish TEL incorporated in Ireland.

Upon completion of the Merger, Irish TEL will remain subject to the SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd Frank Act and the applicable corporate governance rules of the NYSE, and Irish TEL will continue to report TEL’s consolidated financial results in U.S. dollars and under U.S. GAAP. Irish TEL will be permitted under Irish law to prepare and file its Irish statutory accounts in accordance with U.S. GAAP (subject to certain disclosure and presentation requirements of Irish corporate law) in respect of fiscal years ending no later than December 31, 2030 (and after that date will be required to prepare its Irish statutory financial statements according to a financial reporting framework permissible under Irish law — i.e., IFRS or Irish GAAP, in addition to separately preparing financial statements under U.S. GAAP required by SEC rules). Upon the completion of the Merger, Irish TEL must also comply with any additional reporting and governance requirements of Irish law.

We intend to complete the Merger during the second half of calendar 2024 following the approval of the Merger Agreement Proposal at the Special General Meeting. If the Merger Agreement Proposal is approved by the requisite vote of our shareholders at the meeting, and the other conditions to completion of the Merger are satisfied, we will file an application to effect the Merger with the Commercial Register following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office.

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Structure Chart

Reasons for the Merger

After careful consideration, the management and board of directors of Swiss TEL are recommending to shareholders that the company change to a new holding company which is incorporated under Irish law. We believe the move is in the best long-term interest of the company and its shareholders.

We believe that Swiss laws, and the uncertainties about their application and enforcement, place Swiss TEL at a competitive disadvantage. Swiss TEL’s current corporate governance structure, set forth in our Board Governance Principles, includes principles and practices that we believe represent best practices tailored to our circumstances. We are firmly committed to these principles and practices wherever the company is based. Our increasing concern with Swiss law is the restrictive nature of regulations as well as ongoing uncertainty about how the laws will be applied and enforced. During 2022 and 2023, our management and the Board conducted a comprehensive review of jurisdictions due to these concerns, including at meetings of the Board.

Based upon such review, we believe that the legal and regulatory systems in Ireland will provide us certain advantages over the comparative systems in Switzerland. We anticipate that having our publicly traded parent company incorporated in Ireland will provide us the following benefits:

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repurchased shares. Further, in Switzerland, a shareholder vote is required to declare dividends. Any change to a declared dividend requires another shareholder vote, thereby increasing the overall cost of capital return to shareholders. In Ireland, the board of directors can declare and amend dividends without the added time and expense.

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Ireland is a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance.

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Ireland is a common law jurisdiction, which is more consistent with the legal system in the United States and which we believe is less prescriptive and more flexible than civil law jurisdictions such as Switzerland. We believe that this flexibility could be beneficial to us in structuring acquisitions, paying dividends, administering corporate functions and other corporate governance matters. For example, under the Swiss legal system we are required to have shareholders vote prospectively on the compensation of the members of executive management and the board of directors, which is separate from the advisory “say-on-pay” vote required by the Dodd Frank Act and is often a source of confusion for shareholders. Likewise, Swiss law requires shareholders to appoint not only the members of the board of directors but also the chairman of the board and the members of the compensation committee. Irish law conversely does not require shareholders to approve the compensation of the members of executive management and the board of directors (so only the advisory “say-on-pay” vote required by Dodd Frank Act would be necessary) or elect the chairman of the board or members of the compensation committee.

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The legal requirements we will be subject to as a company incorporated in Ireland, listed on the NYSE and subject to SEC disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits.

Although we expect that the Merger should provide us with the benefits described above, the Merger will expose TE and its shareholders to some risks:

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the risk that the potential benefits described above sought in the Merger may not be realized;

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the possibility of uncertainty created by the Merger, the corporate reorganization, and being incorporated in a member state of the European Union;

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the fact that Irish corporate law imposes different and additional obligations on us and our shareholders;

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the fact that we expect to incur costs to complete the Merger;

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the diversion of management’s time and attention; and

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other risks related to the corporate reorganization to Ireland discussed under “Risk Factors”.

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Conditions to Completion of the Merger

The Merger will not be completed unless the following conditions, among others, are satisfied:

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the Merger Agreement Proposal is approved by the requisite vote of our shareholders;

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Swiss TEL has completed its creditor calls required by Swiss law and received a confirmatory report from the statutory auditor regarding such calls;

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any statutory, court or official prohibition to complete the Merger and the transactions contemplated by the Merger Agreement shall have expired or been terminated, or if not, failure to comply with the same will not have materially adverse consequences for one or both of Swiss TEL and Irish TEL;

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all consents and/or waivers of any third party required of Swiss TEL to complete the Merger shall have been obtained;

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the SEC has declared the registration statement on Form S-4 that includes this proxy statement/prospectus effective, and no stop order with respect thereto shall be in effect;

•

the Irish TEL ordinary shares to be issued pursuant to the Merger are authorized for listing on the NYSE;

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the Swiss TEL common shares held immediately prior to the Merger are delisted from the NYSE;

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Irish TEL shall have entered into all agreements required by DTC for the Irish TEL ordinary shares to be eligible for deposit, book-entry and clearance services by DTC and its affiliates;

•

Irish TEL shall have entered into a composition agreement with the Revenue Commissioners of Ireland;

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Swiss TEL receives an opinion from Eversheds Sutherland (US) LLP, in form and substance reasonably satisfactory to it, confirming, as of the effective date of the Merger, the matters discussed under “Material Tax Considerations — U.S. Federal Income Tax Considerations”;

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Swiss TEL receives an opinion from Arthur Cox LLP, in form and substance reasonably satisfactory to it, confirming, as of the effective date of the Merger, the matters discussed under “Material Tax Considerations — Irish Tax Considerations”;

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Swiss TEL receives an opinion from Bär & Karrer AG, Switzerland, in form and substance reasonably satisfactory to it, confirming, as of the effective date of the Merger, the matters discussed under “Material Tax Considerations — Swiss Tax Considerations”;

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all Swiss legal preconditions necessary for the filing of the application for the entry of the Merger in the Commercial Register shall have been satisfied; and

•

there shall be a confirmation from the appropriate Swiss tax authority that no Swiss withholding tax is payable under Swiss law as a result of the Merger.

The Merger Agreement provides that we may decide to postpone or abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied. See “Risk Factors — We may choose to postpone or abandon the Merger”.

In addition, the expected timing for the completion of the Merger may be impacted by other conditions described in this proxy statement/prospectus.

Effective Time

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Merger with the Commercial Register following the Special General Meeting. The Merger will be completed and become effective on the date of the entry of the Merger in the daily ledger of the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office. We currently anticipate completing the Merger during the second half of calendar 2024.

Distributable Reserves

The approval of the Irish High Court is expected within approximately six to eight weeks following the completion of the Merger. We are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves. However, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approval of the Reserves Proposal by Swiss TEL shareholders will be obtained. In the event that distributable reserves of Irish TEL are not created, distributions by way of dividends, share repurchases or otherwise will be restricted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

The capital reduction is not a prerequisite for Irish TEL to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the 2024 annual general meeting of Swiss TEL to shareholders that remain unpaid at the time of the Merger in respect of TE shares issued at the time of the Merger, all such payments being liabilities of Swiss TEL.

Interests of Directors and Executive Officers in the Merger

You should be aware that some of our executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of our other shareholders. Irish TEL and one or more of its subsidiaries will, to the extent permitted by Irish law, enter into indemnity agreements with those directors and executive 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. However, no change of control payments or additional compensation will be payable to our directors or executive officers in connection with the Merger.

Regulatory Approvals

Other than the entry of the Merger in the Commercial Register, we are not aware of any governmental approvals or actions that are required to complete the Merger other than compliance with U.S. federal and state securities laws, various provisions of Swiss law and Irish corporate law.

The creation of distributable reserves of Irish TEL, which involves a reduction of Irish TEL’s share premium account balance, requires the approval of the Irish High Court. See “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”.

Material Tax Considerations

Swiss Taxes. For Swiss tax resident individual shareholders holding their common shares of Swiss TEL as private assets (Privatvermögen) the Merger will be tax neutral for Swiss federal, cantonal and communal income tax purposes provided that Irish TEL’s equity that can be distributed to Swiss individual shareholders without Swiss income tax consequences does not exceed Swiss TEL’s income tax free distributable equity (i.e., the sum of the nominal capital plus qualifying reserves from capital contributions (Kapitaleinlagereserven)) at the time of the Merger.

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For Swiss tax resident individual shareholders holding their common shares of Swiss TEL as business assets (Geschäftsvermögen) and for Swiss tax resident legal entities, the Merger will be tax neutral as they will not recognize gain or loss as a result of the exchange of their Swiss TEL common shares for Irish TEL ordinary shares upon the Merger.

U.S. Federal Income Taxes. Under U.S. federal income tax law, beneficial owners of Swiss TEL common shares generally will not recognize gain or loss as a result of the exchange of their common shares for Irish TEL ordinary shares in the Merger.

Irish Taxes. Under Irish tax law, holders of Swiss TEL common shares who are neither tax resident nor ordinarily resident in Ireland and who have not at any time had a branch or agency in Ireland to which the holding of such shares is attributable will not be subject to tax as a result of the Merger.

Irish Stamp Duty. Under Irish law, stamp duty is levied on transfers of shares in an Irish incorporated company at 1% of the price paid (or the market value of the acquired shares if higher). Irish stamp duty, if any, becomes payable in respect of share transfers occurring after completion of the Merger. For the majority of transfers of Irish TEL ordinary shares, there will not be any Irish stamp duty. A transfer of Irish TEL ordinary shares from a seller who holds shares beneficially (i.e., through DTC) to a buyer who holds the acquired shares beneficially (i.e., through DTC), which is effected by the debit/credit of book-entry interests representing the shares through DTC will not be subject to Irish stamp duty. A transfer of Irish TEL ordinary shares by a seller who holds shares directly (i.e., not through DTC) to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty.

A shareholder who directly holds shares may transfer those shares into his or her own broker account to be held through DTC without giving rise to Irish stamp duty provided that the shareholder has confirmed to Irish TEL’s transfer agent that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to a third party.

Because of the potential Irish stamp duty on transfers of Irish TEL ordinary shares, we strongly recommend that all shareholders of record of Swiss TEL transfer their Swiss TEL common shares into brokerage accounts to be held through DTC as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Irish TEL ordinary shares after completion of the Merger acquire such shares beneficially (i.e., through DTC).

Please refer to “Material Tax Considerations” for a description of the material U.S. federal income tax and the material Swiss and Irish tax consequences of the Merger to Swiss TEL and its shareholders. Determining the actual tax consequences of the Merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the Merger to you.

Rights of Shareholders

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Notwithstanding the differences in the governing documents between Swiss TEL and Irish TEL, we believe that both Irish law and Irish TEL’s proposed memorandum and articles of association as a whole adequately safeguard the rights of Swiss TEL shareholders. See “Comparison of Rights of Shareholders”. A copy of Irish TEL’s proposed memorandum and articles of association to be adopted prior to the Merger is attached as Annex B to this proxy statement/prospectus.

Exchange of Shares

Your ownership of Irish TEL ordinary shares will be recorded in book entry form by your bank or broker or other nominee if you are currently a beneficial holder of Swiss TEL common shares in “street name,” with no need for any additional action on your part. Your ownership of Irish TEL ordinary shares will be recorded in book entry form by Irish TEL’s transfer agent if you are currently a shareholder of record, with no need for additional action on your part if you currently hold your shares in book entry form. See “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders” for further information.

Stock Exchange Listing

We expect that immediately following the Merger, the Irish TEL ordinary shares will be listed on the NYSE under the symbol “TEL,” the same symbol under which Swiss TEL common shares are currently listed. Irish TEL currently does not intend to seek a listing on Euronext Dublin. Swiss TEL common shares currently listed on the NYSE will be delisted from the NYSE and cancelled due to the Merger.

Appraisal Rights

Swiss TEL shareholders whose common shares are registered in their names can exercise appraisal rights under Article 105 of the Swiss Merger Act. For this purpose, under Swiss law a lawsuit must be filed against the entity surviving the Merger for the examination of the equity and membership interests in connection with the Merger. The suit must be filed within two months after the registration of the Merger is published in the Swiss Official Gazette of Commerce. According to legal commentators, an appraisal suit can be filed by shareholders who vote against the Merger Agreement Proposal, who abstain from voting, or who do not participate in the shareholders’ meeting approving the Merger Agreement Proposal. Under Swiss law, if a suit is filed and the exchange ratio fails to be adequate, the court will determine the compensation, if any, that it considers adequate. Because shareholders will receive, as consideration in the Merger, Irish TEL ordinary shares on a one-for-one basis and all of the assets and liabilities of Swiss TEL as a result of the completion of the Merger will be transferred by operation of Swiss law to Irish TEL, we believe that the equity and membership interests of Swiss TEL shareholders are adequately safeguarded.

If a claim by one or more shareholders of Swiss TEL is successful, all of the shareholders of Swiss TEL who held Swiss TEL common shares at the time of the effectiveness of the Merger would receive the same compensation. The filing of an appraisal suit does not prevent completion of the Merger.

Beneficial owners whose Swiss TEL common shares are held in “street name” should consult with their broker or custodian.

Accounting Treatment of the Merger under U.S. GAAP

The Merger will represent a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, the assets and liabilities of Swiss TEL will be reflected at their book value in the accounts of Irish TEL at the effective time of the Merger.

Summary Pro Forma Financial Data

Pro forma financial statements are not presented in this proxy statement/prospectus because no significant pro forma adjustments are required to be made to the historical audited financial statements of Swiss TEL for the fiscal year ended September 29, 2023.

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Market Price and Dividend Information

On March 13, 2024, the last trading day before the public announcement of the Merger, the closing price of the Swiss TEL common shares on the New York Stock Exchange was $141.39 per share. On April 23, 2024, the last practicable date before the date of this proxy statement/prospectus, the closing price of the Swiss TEL common shares was $143.23 per share.

On March 13, 2024, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $2.60 per share to be paid in four quarterly installments of $0.65 on June 7, 2024, September 6, 2024, December 6, 2024 and March 7, 2025. We currently anticipate completing the Merger during the second half of calendar 2024. The dividend payments approved by our shareholders at the 2024 annual general meeting are legal obligations, and Irish TEL will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Swiss TEL. Notwithstanding the Merger, as long as you are a holder of Swiss TEL common shares, or Irish TEL ordinary shares following the Merger, on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which TE entity pays it.

Following the completion of the Merger, Irish TEL’s ability to declare and pay future dividends (other than the dividend installments approved by our shareholders at the 2024 annual general meeting of Swiss TEL shareholders, which are liabilities of Swiss TEL) will depend on Irish TEL’s distributable reserves’ position, results of operations, financial condition, cash requirements, future business prospects, contractual restrictions, other factors deemed relevant by Irish TEL’s board of directors and restrictions imposed by Irish law.

Special General Meeting of Shareholders

Time, Place, Date and Purpose. The Special General Meeting of shareholders of Swiss TEL will be held on June 12, 2024, beginning at 2:00 pm Central European Time, at Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland. At the meeting, the Board will ask shareholders to vote to approve:

•

The Merger Agreement Proposal, pursuant to which the Merger of Swiss TEL into Irish TEL will be effected as follows:

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immediately prior to the Merger, the assets and liabilities of Swiss TEL (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)) will be contributed to New Swiss TEL, which is a wholly owned subsidiary of Swiss TEL (and after the Merger, will be a wholly owned subsidiary of Irish TEL);

•

Swiss TEL will merge with and into Irish TEL, which will be the surviving company. As a result of the Merger, Irish TEL will assume all of the assets and liabilities held by Swiss TEL immediately prior to the Merger that have not been contributed to New Swiss TEL (including, without limitation, liability for dividend payments) and will provide guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL);

•

Swiss TEL will be dissolved by means of absorption by Irish TEL and without a formal liquidation procedure; and

•

you will receive, as consideration in the Merger, one Irish TEL ordinary share in exchange for each Swiss TEL common share that you hold immediately prior to the Merger, such Swiss TEL common shares (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged for Irish TEL ordinary shares) being delisted, cancelled and ceasing to exist on completion of the Merger.

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On a non-binding advisory basis, the Reserves Proposal to reduce the capital of Irish TEL to allow the creation of distributable reserves of Irish TEL which are required under Irish law to allow Irish TEL

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to make distributions, pay dividends or repurchase or redeem Irish TEL ordinary shares following completion of the Merger.

Record Date. Shareholders who are registered with voting rights in Swiss TEL’s share register as of the close of business (Eastern Standard Time) on May 23, 2024 have the right to attend the meeting and are entitled to vote their Swiss TEL common shares, or may grant a proxy to vote on the Merger Agreement Proposal and the Reserves Proposal described in this proxy statement/prospectus and any other matter properly presented at the meeting for consideration to the independent proxy.

Quorum. The quorum must be met at the time when the meeting proceeds to business. The quorum will be met if at least a majority of the total number of Swiss TEL common shares entitled to vote at a general meeting of shareholders is represented at the meeting to approve the Merger Agreement Proposal and the Reserves Proposal.

Recommendation of the Board

The Board has unanimously approved the Merger Agreement and the Reserves Proposal and recommends that shareholders vote “FOR” the Merger Agreement Proposal and “FOR” the Reserves Proposal.

Required Vote

The affirmative vote of at least two-thirds of the Swiss TEL common shares (plus the majority of the par value of the shares) as represented in person or by proxy at the meeting (which will also satisfy the requirement to obtain the affirmative vote of the absolute majority of the par value of such shares), is required to approve the Merger Agreement Proposal. See “Proposal No. 1 Approval of the Merger Agreement — Recommendation and Required Affirmative Vote”.

The affirmative vote of at least a relative majority of the Swiss TEL common shares cast in person or by proxy at the meeting is required to approve the Reserves Proposal. See “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL — Recommendation and Required Affirmative Vote”.

As of the close of business on April 18, 2024, there were 306,372,204 Swiss TEL common shares registered and entitled to vote; however, Swiss TEL shareholders who are not registered in Swiss TEL’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on May 23, 2024 will not be entitled to attend, vote at or grant proxies to vote at, the Special General Meeting. As of March 14, 2024, our directors and executive officers and their affiliates directly owned, in the aggregate, 2,417,136 shares. This represents approximately 1.1% of the registered Swiss TEL common shares. These persons have informed us that they intend to vote their shares for the Merger Agreement Proposal and the Reserves Proposal.

Proxies and Voting Instruction Cards

Proxies. A proxy card is being sent with this proxy statement/prospectus to each holder of Swiss TEL common shares registered in Swiss TEL’s register as of the close of business (Eastern Standard Time), on April 18, 2024. If you are registered as a shareholder in Swiss TEL’s register as of the close of business (Eastern Standard Time), on May 23, 2024, you may submit a proxy to vote on each of the proposals described in this proxy statement/prospectus.

In order to assure that your proxy is received in time to be voted at the meeting by the independent proxy, you must either (1) vote electronically over the Internet at www.proxyvote.com by following the instructions on the proxy card prior to 5:00 p.m. (Central European Time) on June 11, 2024, the business day prior to the Special General Meeting, or (2) complete the enclosed proxy card and then sign, date and mail the card in the enclosed postage-paid envelope such that it is received by either (a) Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, USA prior to 5:00 p.m. (Central European Time) on the business day prior to the Special General Meeting or (b) the independent proxy prior to 5:00 p.m. (Central European Time), on the business day prior to the Special General Meeting. Unless you are a Swiss TEL shareholder of record with voting rights at the close of business (Eastern Standard Time) on May 23, 2024, your vote will not be counted.

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If you hold your Swiss TEL common shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares.

Revocation. You may change your vote before it is exercised by:

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Submitting another proxy card (or voting instruction card if you beneficially own your common shares) with a later date;

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If you are a holder of record, or a beneficial owner with a proxy from the holder of record, voting in person at the Special General Meeting;

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If you voted by the Internet, submitting subsequent voting instructions through the Internet; or

•

If you have completed and returned your proxy card to the independent proxy, you should send a revocation letter, and new proxy, if applicable, directly to:

Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
USA

or, to the independent proxy:

c/o Proxy Services
PO Box 9148
Farmingdale, NY 11735-9855

Absence of Instructions. If you submit a proxy and do not provide specific voting instructions, you instruct the independent proxy to vote your Swiss TEL common shares in accordance with the recommendations of the Board.

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RISK FACTORS

Before you decide how to vote on the Merger Agreement Proposal and the Reserves Proposal, you should carefully consider the following risk factors and the other information contained in this proxy statement/prospectus and the documents incorporated by reference, including the information set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 29, 2023.

The anticipated benefits of the Merger may not be realized.

We may not realize the benefits we anticipate from the Merger as described under “Proposal No. 1 Approval of the Merger Agreement — Background and Reasons for the Merger.” Our failure to realize those benefits could have an adverse effect on our business, results of operations or financial condition.

Your rights as a shareholder will change as a result of the Merger.

The completion of the Merger will change the governing law that applies to our shareholders from Swiss law (which applies to Swiss TEL and its common shares) to Irish law (which applies to Irish TEL and its ordinary shares). Many of the principal attributes of Swiss TEL common shares and Irish TEL ordinary shares will be materially similar. However, if the Merger is completed, your future rights as a shareholder under Irish corporate law will differ from your current rights as a shareholder under Swiss corporate law. In addition, Irish TEL’s proposed memorandum and articles of association will differ from Swiss TEL’s articles of association and organizational regulations. See “Comparison of Rights of Shareholders”.

The failure to satisfy the conditions of the Swiss tax administration rulings could result in a material Swiss taxation.

The Swiss tax authorities have confirmed in advance tax rulings granted to Swiss TEL that the Merger will not trigger Swiss withholding, issuance stamp, security transfer or corporate income tax for Swiss TEL provided certain conditions are satisfied. The failure to satisfy these conditions could result in material Swiss taxation to us and our shareholders. See “Material Tax Considerations — Swiss Tax Considerations”.

Our effective tax rate may increase.

Although we expect that the Merger will not have a material effect on our worldwide effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate, including the potential legislative actions described in these risk factors and our effective tax rate may increase. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material increase in our effective tax rate.

We expect to incur transaction costs in connection with the completion of the Merger, some of which will be incurred whether or not the Merger is completed.

We expect to incur transaction costs in connection with the Merger. A majority of these costs will be incurred regardless of whether the Merger is completed and prior to your vote at the meeting.

Irish TEL will seek Irish High Court approval of the creation of distributable reserves, which approval is not guaranteed.

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reason why the Irish High Court would not approve the creation of distributable reserves. However, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approval of the Reserves Proposal by Swiss TEL shareholders will be obtained, though Irish TEL may still seek the required order from the Irish High Court in any case. Approval of the creation of distributable reserves by the Irish High Court may also take substantially longer than Irish TEL anticipates. In the event that distributable reserves of Irish TEL are not created, distributions by way of dividends, share repurchases or redemptions will be restricted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

Transfers of Irish TEL ordinary shares may be subject to Irish stamp duty.

For the majority of transfers of Irish TEL ordinary shares, there will not be any Irish stamp duty. However, Irish stamp duty will become payable in respect of certain share transfers occurring after completion of the Merger. A transfer of Irish TEL ordinary shares from a seller who holds shares beneficially (i.e., through DTC) to a buyer who holds the acquired shares beneficially (i.e., through DTC), which is effected by the debit/credit of book-entry interests representing the shares through DTC, will not be subject to Irish stamp duty. A transfer of Irish TEL ordinary shares by a seller who holds shares directly (i.e., not through DTC) to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher) generally payable by the buyer. A shareholder who directly holds shares may transfer those shares into his or her own broker account to be held through DTC without giving rise to Irish stamp duty provided that the shareholder has confirmed to Irish TEL’s transfer agent that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to a third party.

Because of the potential Irish stamp duty on transfers of Irish TEL ordinary shares, we strongly recommend that all directly registered Swiss TEL shareholders open broker accounts so they can transfer their shares into a broker account to be held through DTC as soon as possible, and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Irish TEL ordinary shares after completion of the Merger acquire such shares through DTC.

Irish TEL does not intend to pay any stamp duty levied on transfers of its shares on behalf of a buyer. However, Irish TEL’s memorandum and articles of association as they will be in effect after the Merger allow Irish TEL in its absolute discretion, to pay (or to cause one of its affiliates to pay) any such stamp duty payable. In the event of any such payment, Irish TEL shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and (iii) claim a first and paramount lien on the Irish TEL ordinary shares acquired by such buyer and any dividends paid on such shares. The directors of Irish TEL have discretion to decline to register an instrument of transfer in the name of a buyer unless the instrument of transfer has been properly stamped (in circumstances where stamping is required).

Dividends you receive may be subject to Irish dividend withholding tax.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (currently at the rate of 25%) from dividends paid to our shareholders. See “Material Tax Considerations — Irish Tax Considerations — Withholding Tax on Dividends” for a more detailed description of the Irish withholding tax on dividends. Whether Irish TEL will be required to deduct Irish dividend withholding tax from dividends paid to a shareholder will depend largely on whether that shareholder is resident for tax purposes in a “relevant territory.” A list of the “relevant territories” is included as Annex C to this proxy statement/prospectus.

Shares Held By U.S. Resident Shareholders

A submission will be made to Irish Revenue to confirm that, if you are a resident of the United States and hold Irish TEL ordinary shares directly, dividends paid to you will not be subject to Irish withholding tax provided you furnish a valid DWT Form or a valid IRS Form 6166 to Irish TEL’s transfer agent. The submission that will be made to Irish Revenue will also request confirmation that, if you hold shares beneficially (i.e., through DTC), dividends will not be subject to Irish withholding tax if the address of the

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relevant shareholder in his or her broker’s records is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Irish TEL).

Shares Held By Residents of “Relevant Territories” Other Than The United States

Dividends paid to Irish TEL shareholders who are residents of “relevant territories” other than the United States must provide all required DWT Forms to receive their dividends without any Irish withholding tax. Such shareholders must provide the appropriate DWT Forms to their brokers before the record date for the first dividend payment to which they are entitled (in the case of shares held beneficially) or to Irish TEL’s transfer agent at least seven business days before such record date (in the case of shares held directly). Shareholders who fail to provide such tax forms in a timely manner may be subject to Irish withholding tax.

Shares Held By Residents of Countries That Are Not “Relevant Territories”

Irish TEL shareholders who do not reside in “relevant territories” will be subject to Irish withholding tax (currently at the rate of 25%), unless an exemption applies. Such shareholders should seek their own advice from their tax advisors as to whether and how they may claim such exemptions.

Important Information For All Shareholders About Irish Withholding Tax

Irish TEL will rely on information received directly or indirectly from brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. Irish TEL strongly recommends that shareholders who will need to complete DWT Forms as described above do so and provide them to their brokers or Irish TEL’s transfer agent, as the case may be, as soon as possible and in any case before the dates specified above. Shareholders who do not need to complete DWT Forms should ensure, however, that their residence and required U.S. tax information has been properly recorded by their brokers or provided to Irish TEL’s transfer agent, as the case may be.

Dividends received by you could be subject to Irish income tax.

Dividends paid in respect of Irish TEL’s ordinary shares owned by residents of “relevant territories” or by other shareholders that are otherwise exempt from Irish dividend withholding tax generally will not be subject to Irish income tax.

Irish TEL shareholders who are not entitled to an exemption from Irish dividend withholding tax and, therefore, receive their dividends subject to Irish dividend withholding tax generally will have no further liability to Irish income tax on the dividend. See “Material Tax Considerations — Irish Tax Considerations — Income Tax on Dividends Paid on Irish TEL Ordinary Shares”.

Irish TEL ordinary shares, received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish CAT could apply to a gift or inheritance of Irish TEL ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Irish TEL ordinary shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children currently have a tax-free threshold of €335,000 per lifetime in respect of taxable gifts or inheritances received from their parents. See “Material Tax Considerations — Irish Tax Considerations — Capital Acquisitions Tax”.

If Irish TEL ordinary shares are not eligible for deposit, book entry and clearance within the facilities of DTC, then transactions in Irish TEL’s securities may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms.

Upon the completion of the Merger, Irish TEL ordinary shares will be eligible for deposit, book entry and clearance within the DTC system. Irish TEL expects to enter into arrangements with DTC whereby

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Irish TEL will agree to indemnify DTC for any stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for Irish TEL’s ordinary shares.

DTC is not obligated to accept Irish TEL ordinary shares for deposit and clearance within its facilities upon completion of the Merger and, even if DTC does initially accept Irish TEL ordinary shares, it will generally have discretion to cease to act as a depository and clearing agency for Irish TEL ordinary shares. If DTC determined prior to the completion of the Merger that Irish TEL ordinary shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions contemplated by this proxy statement/prospectus in their current form. However, if DTC determined at any time after the completion of the Merger that Irish TEL ordinary shares were not eligible for continued deposit and clearance within its facilities, then we believe Irish TEL ordinary shares would not be eligible for continued listing on a U.S. securities exchange or inclusion in the S&P 500 index and trading in Irish TEL ordinary shares would be disrupted. While Irish TEL would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the trading price of the Irish TEL ordinary shares.

We may choose to postpone or abandon the Merger.

We may decide to postpone or abandon the Merger at any time prior to the Special General Meeting, and in some circumstances, after obtaining shareholder approval at the Special General Meeting. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied prior to the end of 2024.

Legislative and regulatory action or any change in applicable law could materially and adversely affect us and our shareholders.

As an Irish company following the Merger we will be required to comply with numerous Irish and EU legal requirements. Any changes in Irish and EU laws may require us to incur additional costs and could have a material and adverse effect on our business, results of operations and financial condition.

For example, as a result of the Merger, Irish TEL would be expected by virtue of its jurisdiction of incorporation in a member state of the European Union to become subject to the modernized and strengthened rules about social and environmental reporting as provided under EU Corporate Sustainability Reporting Directive (EU) 2022/2464. These requirements in addition to TEL’s existing and anticipated obligations in respect of Environmental, Social and Governance (“ESG”) matters and an increasing focus of regulators, customers, investors, employees and other stakeholders on ESG matters and related disclosures collectively have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention to comply with or meet those regulations and expectations.

After the Merger, attempted takeovers of Irish TEL will be subject to the Irish Takeover Rules and the supervisory jurisdiction of the Irish Takeover Panel.

Following the completion of the Merger, we will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules promulgated thereunder, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in the case of multiple bidders, that there is a level playing field. For example, pursuant to the Irish Takeover Rules, the board of directors of Irish TEL will not be permitted, without shareholder approval, to take certain actions which might frustrate an offer for Irish TEL ordinary shares once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is, or may be, imminent. Please see “Description of the Share Capital of Irish TEL — Anti-Takeover Measures”.

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After the Merger, it could be more difficult for Irish TEL to obtain shareholder approval for a merger or negotiated transaction because the shareholder approval requirements for certain types of transactions differ and, in some cases are greater, under Irish law than under Swiss law.

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 the European Union (Cross-Border 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.

As a result of these Irish law requirements, situations may arise where the flexibility we now have in Switzerland would have provided benefits to our shareholders that will not be available in Ireland. Please see “Comparison of Rights of Shareholders — Business Combinations with Interested Shareholders”.

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning any expected benefits, effects or results of the Merger, the timing of the Merger, the tax and accounting treatment of the Merger and expenses related to the Merger, our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “aspire,” “estimate,” “predict,” “potential,” “goal,” “target,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Shareholders should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this proxy statement/prospectus except as required by law.

The following and other risks, which are described in greater detail in “Risk Factors” and other sections of this proxy statement/prospectus, as well as other risks described in Swiss TEL’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023, Form 10-Qs, and other filings with the SEC, could cause our results to differ materially from those expressed in forward- looking statements:

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an inability to complete the Merger on a timely basis or at all;

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an inability to realize expected benefits from the Merger or the occurrence of difficulties in connection with the Merger;

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costs related to the Merger, which could be greater than expected;

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conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates;

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conditions affecting demand for products in the industries we serve, particularly the automotive industry;

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risk of future goodwill impairment;

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pricing pressure and competition, including competitive risks associated with the pace of technological change;

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market acceptance of our new product introductions and product innovations and product life cycles;

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raw material availability, quality, and cost;

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product liability, warranty, and product recall claims and our ability to defend such claims;

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fluctuations in foreign currency exchange rates and impacts of offsetting hedges;

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financial condition and consolidation of customers and vendors;

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reliance on third-party suppliers;

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risks associated with current and future acquisitions and divestitures;

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global risks of business interruptions due to natural disasters or other disasters which have impacted and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business;

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global risks of political, economic, and military instability, including continuing military conflicts in certain parts of the world, and volatile and uncertain economic conditions and the evolving regulatory system in China;

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risks associated with cybersecurity incidents and other disruptions to our information technology infrastructure;

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risks related to compliance with current and future environmental and other laws and regulations, including those related to climate change;

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risks related to the increasing scrutiny and expectations regarding ESG matters;

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risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations;

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our ability to protect our intellectual property rights;

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risks of litigation, regulatory actions, and compliance issues;

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our ability to operate within the limitations imposed by our debt instruments;

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the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business;

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requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives;

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various risks associated with being a Swiss or Irish corporation;

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the impact of fluctuations in the market price of our shares; and

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the impact of certain provisions of Swiss TEL’s or Irish TEL’s articles of association on unsolicited takeover proposals.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this proxy statement/prospectus. Such risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks before deciding how to vote.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements.

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PROPOSAL NO. 1 APPROVAL OF THE MERGER AGREEMENT

The following includes a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We encourage you to read the Merger Agreement in its entirety. In the event of any discrepancy between the terms of the Merger Agreement and the following summary, the Merger Agreement will control.

Introduction

In order to complete the Merger, the Board has unanimously approved the Merger Agreement and recommends that you approve the Merger Agreement to effect the Merger of Swiss TEL with and into Irish TEL (the “Merger Agreement Proposal”). The Merger will result in Irish TEL becoming our publicly traded parent company and thereby effectively through a corporate reorganization changing our jurisdiction of organization from Switzerland to Ireland.

The Merger Agreement you are being asked to approve at the meeting provides for a Merger that will result in Swiss TEL merging with and into Irish TEL, with Irish TEL surviving the Merger, and Swiss TEL being dissolved by means of absorption by Irish TEL and without a formal liquidation procedure. Irish TEL will assume, by operation of Swiss law, all of the assets and liabilities held by Swiss TEL immediately prior to the Merger that have not been contributed to New Swiss TEL (including, without limitation, liability for dividend payments) and will provide guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL). Immediately prior to the Merger, the assets and liabilities of Swiss TEL will be contributed to New Swiss TEL, a wholly owned subsidiary of Swiss TEL (and after the Merger, a wholly owned subsidiary of Irish TEL) (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)).

The Merger will also result in your Swiss TEL common shares being exchanged into NYSE listed Irish TEL ordinary shares (with each Swiss TEL common share (including common shares held by Swiss TEL or any of its subsidiaries, which will not be exchanged into Irish TEL ordinary shares) being delisted, cancelled and ceasing to exist on the completion of the Merger).

We will not complete the Merger unless the Merger Agreement Proposal is approved by our shareholders.

After the completion of the Merger, you will own an interest in Irish TEL, the parent company that will continue to conduct, through its wholly owned subsidiaries, the same businesses as conducted by Swiss TEL before the completion of the Merger. In addition, the completion of the Merger will not dilute your economic interest in TE. The number of Irish TEL ordinary shares you will own immediately after the completion of the Merger will be the same as the number of Swiss TEL common shares you owned immediately prior to the completion of the Merger. Further, the number of outstanding Irish TEL ordinary shares after the completion of the Merger will be the same as the number of outstanding Swiss TEL common shares before completion of the Merger.

As of April 18, 2024, there were 306,372,204 Swiss TEL common shares issued and outstanding; however, Swiss TEL shareholders who are not registered in Swiss TEL’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on May 23, 2024 will not be entitled to attend, vote at or grant proxies to vote at, the Special General Meeting. For a description of Irish TEL ordinary shares, see “Description of the Share Capital of Irish TEL”.

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The Parties to the Merger

Irish TEL. Irish TEL is an Irish public limited company and is currently a wholly owned subsidiary of Swiss TEL. Irish TEL has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation in 2015, entry into the Merger Agreement and related transactions. Pursuant to the Merger Agreement, Swiss TEL will merge with and into Irish TEL, with Irish TEL surviving the Merger and Swiss TEL being dissolved by means of absorption by Irish TEL and without a formal liquidation procedure. The principal executive offices of Irish TEL are currently located at Pembroke House, 28 - 32 Pembroke Street Upper, Dublin 2, Ireland, D02 NT28, and the telephone number is +41(0)52 633 66 61.

Background and Reasons for the Merger

We believe the uncertainties about the application and enforcement of Swiss laws place TEL at a competitive disadvantage and impair the flexibility of our Board. TEL’s current corporate governance structure, set forth in our Board Governance Principles, includes principles and practices that we believe represent best practices tailored to our circumstances. We are firmly committed to these principles and practices wherever the company is based. Our increasing concern with Swiss law is the restrictive nature of regulations as well as ongoing uncertainty about how the laws will be applied and enforced. During 2022 and 2023, our management and the Board conducted a comprehensive review of jurisdictions due to these concerns, including at meetings of the Board. Based upon such review, we believe that the legal and regulatory systems in Ireland will provide us certain advantages over the comparative systems in Switzerland. We anticipate that having our publicly traded parent company incorporated in Ireland will provide us the following benefits:

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change to a declared dividend requires another shareholder vote, thereby increasing the overall cost of capital return to shareholders. In Ireland, the board of directors can declare and amend dividends without the added time and expense.

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Ireland is a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance.

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Although we expect that the Merger should provide us with the benefits described above, the Merger will expose TEL and its shareholders to some risks:

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the risk that the potential benefits described above sought in the Merger may not be realized;

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the possibility of uncertainty created by the Merger, the corporate reorganization, and being incorporated in a member state of the European Union;

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the fact that Irish corporate law imposes different and additional obligations on us and our shareholders;

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the fact that we expect to incur costs to complete the Merger;

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the diversion of management’s time and attention; and

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other risks related to the corporate reorganization to Ireland discussed under “Risk Factors”.

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This discussion of the information and factors considered by the Board in reaching its conclusions and recommendation includes the material factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger, and the complexity of these matters, the Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and all other actions or matters necessary or appropriate to give effect to the Merger Agreement and the transactions contemplated thereby, and to make its recommendation to TEL shareholders. Rather, the Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of TEL’s management. In addition, individual members of the Board may have assigned different weights to different factors.

After completing its review of the expected benefits and the potential advantages of the Merger, the Board unanimously approved the Merger Agreement and has recommended that shareholders vote for the Merger Agreement Proposal.

The Merger

There are several principal steps to effect the Merger:

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the Merger Agreement was executed by Swiss TEL and Irish TEL on March 18, 2024;

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a merger report was prepared, which, together with the Merger Agreement and the balance sheet on the basis of which the Merger is effected, was confirmed by Deloitte AG to be in compliance with the Swiss Merger Act; and

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Swiss TEL shareholders will be asked to vote to approve the Merger Agreement Proposal at the Special General Meeting of shareholders.

Conditional upon approval of the Merger Agreement Proposal by our shareholders, and the satisfaction of the other conditions to completing the Merger, (i) immediately prior to the Merger, all assets and liabilities of Swiss TEL will be contributed to New Swiss TEL (except for certain assets and liabilities including, without limitation, the liability for dividend payments, the shares in Irish TEL and the guarantees of debt incurred by TEGSA (which guarantees will be provided by or assumed by both Irish TEL and New Swiss TEL)) and (ii) Swiss TEL will merge with and into Irish TEL, and the Merger will be effective upon the registration of the Merger with the Commercial Register, subject to approval by the Swiss Federal Commercial Register Office.

As a result of the Merger:

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Irish TEL will serve as the successor company;

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Swiss TEL will be dissolved by means of absorption by Irish TEL and without a formal liquidation procedure;

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New Swiss TEL will become a wholly owned, direct subsidiary of Irish TEL;

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Conditions to Completion of the Merger

The Merger will not be completed unless the following conditions, among others, are satisfied:

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the Merger Agreement Proposal is approved by the requisite vote of our shareholders;

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Swiss TEL has completed its creditor calls required by Swiss law and received a confirmatory report from the statutory auditor regarding such calls;

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all consents and/or waivers of any third party required of Swiss TEL to complete the Merger shall have been obtained;

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the SEC has declared the registration statement on Form S-4 that includes this proxy statement/prospectus effective, and no stop order with respect thereto shall be in effect;

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the Irish TEL ordinary shares to be issued pursuant to the Merger are authorized for listing on the NYSE;

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the Swiss TEL common shares held immediately prior to the Merger are delisted from the NYSE;

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Irish TEL shall have entered into all agreements required by DTC for the Irish TEL ordinary shares to be eligible for deposit, book-entry and clearance services by DTC and its affiliates;

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Irish TEL shall have entered into a composition agreement with the Revenue Commissioners of Ireland;

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all Swiss legal preconditions necessary for the filing of the application for the entry of the Merger in the Commercial Register shall have been satisfied; and

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there shall be a confirmation from the appropriate Swiss tax authority that no exit withholding tax is payable under Swiss law as a result of the Merger.

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Effective Time

Termination

The Merger Agreement provides that we may decide to abandon the Merger at any time prior to the Special General Meeting, and after the Special General Meeting if the Merger Agreement Proposal is not approved by shareholders. After the Merger Agreement Proposal is approved by our shareholders, we anticipate filing the application to effect the Merger, unless one of the conditions to completing the Merger fails to be satisfied.

Management of Irish TEL

As of the effective time of the Merger, the officers and directors of Swiss TEL will be appointed as the officers and directors of Irish TEL. The members of our current board of directors were elected at our 2024 Annual General Meeting and will hold office until our 2025 Annual General Meeting or until their respective successor is elected or the office is otherwise vacated.

Irish TEL, and/or such other subsidiary of Irish TEL as our board of directors deems appropriate, will enter into indemnity agreements (or deed poll indemnities) with those directors and executive officers who currently have indemnity agreements with Swiss TEL, upon terms substantially similar to the indemnity agreements currently in place to the extent permitted by applicable law.

Interests of Certain Persons in the Merger

Recommendation and Required Affirmative Vote

The Merger Agreement must be approved by the affirmative vote of at least two-thirds of the Swiss TEL common shares (plus the majority of the par value of the shares) as represented in person or by proxy at the meeting (which will also satisfy the requirement to obtain the affirmative vote of the absolute majority of the par value of such shares represented in person or proxy at the meeting). See “Summary of the Merger — Special General Meeting of Shareholders”.

The Board has unanimously approved the Merger Agreement and recommends that shareholders vote “FOR” the Merger Agreement Proposal.

We will not complete the Merger unless the Merger Agreement Proposal is approved by our shareholders.

As of April 18, 2024, there were 306,372,204 Swiss TEL common shares registered and entitled to vote; however, shareholders who are not registered in Swiss TEL’s share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on May 23, 2024 will not be entitled to attend, vote at or grant proxies to vote at, the Special General Meeting. As of March 14, 2024, our directors and executive officers and their affiliates directly owned, in the aggregate, 2,417,136 shares. This represents approximately 1.1% of the registered Swiss TEL common shares. These persons have informed us that they intend to vote their shares for the Merger Agreement Proposal.

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Market Price and Dividend Information

Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of “distributable reserves”, being accumulated realized profits less accumulated realized losses, of which Irish TEL will not have a sufficient reserve immediately following the completion of the Merger to fund its dividends, share repurchases and redemptions on a go forward basis. The creation of distributable reserves of Irish TEL by way of a capital reduction of Irish TEL requires the approval of the Irish High Court and, in connection with seeking such court approval, we are asking Swiss TEL shareholders to approve the creation of distributable reserves for Irish TEL by way of a non-binding advisory resolution only (through the reduction of the share premium account of Irish TEL). The approval of the Irish High Court is expected within approximately six to eight weeks following the completion of the Merger. We are not aware of any reason why the Irish High Court would not approve the creation of distributable reserves. However, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approval of the Reserves Proposal by Swiss TEL shareholders will be obtained. In the event that distributable reserves of Irish TEL are not created, distributions by way of future dividends, share repurchases or otherwise will be restricted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

On March 13, 2024, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $2.60 per share to be paid in four quarterly installments of $0.65 on June 7, 2024, September 6, 2024, December 6, 2024 and March 7, 2025. We currently anticipate completing the Merger during the second half of calendar 2024. The dividend payments approved by our shareholders at the 2024 annual general meeting are legal obligations and Irish TEL will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Swiss TEL. Notwithstanding the Merger, as long as you are a holder of Swiss TEL common shares, or Irish TEL ordinary shares following the Merger, on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which TE entity pays it.

The capital reduction is not a prerequisite for Irish TEL to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the 2024 annual general meeting of Swiss TEL to shareholders that remain unpaid at the time of the Merger, all such payments being liabilities of Swiss TEL.

Differences in Shareholder Rights

The completion of the Merger will change the governing corporate law that applies to shareholders of our parent company from Swiss law to Irish law. The legal system governing corporations organized under Irish law differs from the legal system governing corporations organized under Swiss law. As a result, we are unable to adopt governing documents for Irish TEL that are identical to the governing documents for Swiss TEL. We have attempted to preserve in Irish TEL’s proposed memorandum and articles of association a similar allocation of material rights and powers between shareholders and the Board that exists under Swiss TEL’s articles of association and organizational regulations. Nevertheless, Irish TEL’s proposed memorandum and articles of association differ from Swiss TEL’s articles of association and organizational regulations, both in form and substance. We summarize the material differences between the governing documents for Swiss TEL and Irish TEL, and the changes in your rights as a shareholder resulting from the Merger, under “Comparison of Rights of Shareholders”. We believe that these changes primarily (1) either

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are required by Irish law or otherwise result from differences between the corporate laws of Ireland and the corporate laws of Switzerland and (2) relate to the corporate reorganization of the publicly traded parent of TEL from our current holding company Swiss TEL incorporated in Switzerland to the new holding company Irish TEL incorporated in Ireland.

Notwithstanding the differences in the governing documents between Swiss TEL and Irish TEL, we believe that Irish law and Irish TEL’s proposed memorandum and articles of association as a whole adequately safeguard the rights of Swiss TEL shareholders. In essence, the duties of a shareholder under Swiss law (in a company limited by shares (Aktiengesellschaft)) and of a shareholder under the laws of Ireland (in a public limited company (plc)) are comparable. Under the Irish Companies Act 2014, as amended (the “Irish Companies Act”), the financial liability of a shareholder of Irish TEL is limited to the amount, if any, unpaid on the ordinary shares held by them. Once ordinary shares are credited as fully paid up, there is no further financial liability on the part of shareholders. Irish TEL ordinary shares issued upon the Merger will be credited as fully paid up on issuance.

The characteristics of and the differences between Swiss TEL common shares and the Irish TEL ordinary shares are summarized under “Description of the Share Capital of Irish TEL” and “Comparison of Rights of Shareholders”.

Regulatory Approvals

The creation of distributable reserves of Irish TEL, which involves a reduction of Irish TEL’s share premium, requires the approval of the Irish High Court. See “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”.

Appraisal Rights

The following description is a summary of the appraisal rights available to the shareholders of Swiss TEL under Article 105 of the Swiss Merger Act and of certain other provisions of Swiss law. This summary does not purport to be a complete description of the relevant Swiss statutory provisions and it is qualified in its entirety by reference to the full text of the Swiss Merger Act, the Swiss Code of Obligations, the relevant provisions of the Swiss Federal Private International Law Act or international treaties regarding the recognition and enforcement of judgments (such as the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the “Lugano Convention”)). In addition, this description is based on Swiss law and does not cover Irish law provisions that might be relevant in case an appraisal suit were brought before courts in Ireland.

Any Swiss TEL shareholder who is considering bringing an appraisal suit under Article 105 of the Swiss Merger Act is strongly urged to read the Swiss Merger Act, the Swiss Code of Obligations and applicable procedural laws and to consult their own Swiss or Irish legal advisors. In this summary, certain Swiss legal concepts are expressed in English and not in their original German, French or Italian terms. The concepts used in Swiss law may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. Under Swiss law, Swiss TEL shareholders whose common shares are registered in their names can exercise appraisal rights under Article 105 of the Swiss Merger Act and request the examination of the equity and membership interest in connection with the Merger by filing suit. Because Irish TEL will be the surviving entity after the Merger, an appraisal suit would likely be filed in a court in Ireland. The suit must be filed within two months after the registration of the Merger is published in the Swiss Official Gazette of Commerce. According to legal commentators, an appraisal suit can be filed by shareholders who vote against the Merger Agreement Proposal, who abstain from voting, or who do not participate in the shareholders meeting approving the Merger Agreement Proposal. Swiss TEL shareholders who filed an appraisal suit will receive the merger consideration at the same time as all other Swiss TEL shareholders. If a claim by one or more shareholders of Swiss TEL is successful, all Swiss TEL shareholders who held common shares at the time of the effectiveness of the Merger would receive the same compensation.

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Under Swiss law, if an appraisal suit is filed and the exchange ratio fails to be adequate, the court will determine the compensation, if any, that it considers adequate. The Swiss Merger Act does not prescribe any specific valuation reference points that a court should use in making its determination, and to the knowledge of Swiss TEL, there are no Swiss Supreme Court precedents published in which a successful appraisal claim was made.

Article 105 of the Swiss Merger Act only states that a court shall award an “adequate compensation” (angemessene Ausgleichszahlung) and Article 7 of the Swiss Merger Act provides that the shareholders of the merged company are entitled to receive shares in the surviving entity in correlation to their former shareholding in the merged entity, taking into account the respective net assets (Vermögen) of the two merging companies, the apportionment of voting rights as well as other relevant factors. The court should consider the respective net assets of Swiss TEL and Irish TEL and the audit report, which will confirm that the merger consideration is justifiable (vertretbar) and adequate (angemessen) based on Article 15(4)(c) and (d) of the Swiss Merger Act. In addition, a court will also consider other factors it deems relevant. Because shareholders will receive, as consideration in the Merger, Irish TEL ordinary shares on a one-for-one basis and all of the assets and liabilities of Swiss TEL as a result of the completion of the Merger will be transferred by operation of Swiss law to Irish TEL, we believe that the equity and shareholder interests of Swiss TEL shareholders are adequately safeguarded.

In a lawsuit brought before Swiss courts, the procedural and litigation costs of the appraisal proceedings will generally be borne by Irish TEL as the surviving company in the Merger. Under special circumstances, the court may require the plaintiffs to bear some of these costs. The filing of an appraisal suit does not prevent completion of the Merger.

As stated above, this description of appraisal rights and procedural aspects is based on Swiss law and international treaties applicable in Switzerland (such as the Lugano Convention). Should an appraisal suit be filed by shareholders against Irish TEL in Ireland, the applicable legal and procedural considerations might be different.

Exchange of Shares; Delivery of Shares to Former Record Holders

The exchange of Swiss TEL common shares into Irish TEL ordinary shares will occur at the effective time of the Merger. The Exchange Agent will, as soon as reasonably practicable after the effective time of the Merger, exchange Swiss TEL common shares for Irish TEL ordinary shares to be received in the Merger pursuant to the terms of the Merger Agreement.

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If you are currently a beneficial holder of Swiss TEL common shares (i.e., your shares are held in “street name”), your ownership of Irish TEL ordinary shares will be recorded in book entry form by your bank, broker or other nominee as soon as reasonably practical after the effective date of the Merger, without the need for any further action on your part.

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If you hold Swiss TEL common shares as a shareholder of record (not as a beneficial owner holding in “street name”) only in book-entry form, your ownership of Irish TEL ordinary shares will be recorded in book entry form as soon as reasonably practicable after the effective date of the Merger by Irish TEL’s transfer agent without the need for any further action on your part. After the effective time of the Merger, each Swiss TEL common share will no longer be outstanding and will cease to exist, and each book-entry share for registered holders that previously represented Swiss TEL common shares will represent only the right to be entered into the register of members of Irish TEL.

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If you hold Swiss TEL share certificates, the Exchange Agent will hold your Irish TEL ordinary shares and all entitlements (including dividend entitlements) arising therefrom, as nominee on your behalf pending formal delivery of such shares to you. Such share delivery shall be subject to customary exchange procedures established by the Exchange Agent to implement the delivery. In this regard, as soon as reasonably practicable after the effective time of the Merger, the Exchange Agent will mail a letter of transmittal to you, which will, among other matters, contain instructions as to how you may: (i) register your new Irish TEL ordinary shares directly in your own name or that of your designee in book-entry form or (ii) deposit your Irish TEL ordinary shares in the facilities of DTC. YOU SHOULD NOT RETURN SHARE CERTIFICATES WITH THE ENCLOSED PROXY CARD.

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Other than fees for lost certificates, if you wish to have your Irish TEL ordinary shares registered directly in your own name, you will not be charged any fees to do so by the Exchange Agent or Irish TEL.

If you are a shareholder of record of Swiss TEL and receive Irish TEL ordinary shares or choose to hold your Irish TEL ordinary shares directly (i.e., not through DTC), subsequent transfers of ordinary shares may result in stamp duty under Irish law. For more information, see “Material Tax Considerations — Irish Tax Considerations — Stamp Duty”. Therefore, each record holder of Swiss TEL common shares is strongly encouraged to open a broker account so that they can transfer their Swiss TEL common shares into a broker account to be held through DTC as soon as possible and, in any event, prior to completion of the Merger. If a record holder of Swiss TEL common shares does not transfer their Swiss TEL common shares into a broker account to be held through DTC prior to completion of the Merger, we strongly recommend that such holders of Swiss TEL common shares contact their respective brokers to provide the documents and information requested by the Exchange Agent in a timely manner, so that your Irish TEL ordinary shares may be moved to and held through the facilities of DTC. For more information, see “Proposal No. 1 Approval of the Merger Agreement — Exchange of Shares; Delivery of Shares to Former Record Holders”.

Share Compensation Plans

If the Merger is completed, Irish TEL will adopt and assume Swiss TEL’s equity and incentive plans and certain other employee benefit plans and arrangements and underlying awards, and those plans, arrangements and awards will be amended as necessary to give effect to the Merger, including to provide (1) that Irish TEL ordinary shares will be issued, held, available or used to measure benefits as appropriate under the plans, arrangements and awards, in lieu of Swiss TEL common shares, including upon exercise of any options granted or awarded under those plans and arrangements; and (2) for the appropriate substitution of Irish TEL for Swiss TEL in those plans and arrangements. Shareholder approval of the Merger Agreement will also be deemed to satisfy any requirement for shareholder approval of the amendments and modifications and the relevant adoption and assumption of the equity incentive plans by Irish TEL.

Stock Exchange Listing

Accounting Treatment of the Merger under U.S. GAAP

Under U.S. GAAP, the Merger represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost.

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Accordingly, the assets and liabilities of Swiss TEL will be reflected at their book value in the accounts of Irish TEL at the effective time of the Merger.

Guarantee of Senior Notes and Credit Facility

In connection with the Merger, Irish TEL and New Swiss TEL will enter into a supplemental indenture to the indenture governing TEGSA’s senior notes. The supplemental indenture will provide for Irish TEL and New Swiss TEL to guarantee the obligations of TEGSA under the indenture and supplemental indentures governing the senior notes, and New Swiss TEL will assume all other obligations of Swiss TEL under the indenture. In addition, Swiss TEL, Irish TEL, New Swiss TEL and TEGSA intend to enter into an amendment to the Credit Facility that will, among other things, add Irish TEL and New Swiss TEL in lieu of Swiss TEL as guarantors of the Credit Facility.

Impact of the Merger on Operating Costs and Effective Tax Rates

We do not expect the Merger to have a material effect on our operating costs, including our selling, general and administrative expenses. In addition, we do not expect the Merger to materially affect our worldwide effective corporate tax rate. We believe that the cost of doing business in Ireland is generally comparable to the cost of doing business in Switzerland.

Effect of the Merger on the Availability of Information and Reports

After the completion of the Merger, Irish TEL will remain subject to SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the Dodd Frank Act and the applicable corporate governance rules of the NYSE, and Irish TEL will continue to report TEL’s consolidated financial results in U.S. dollars and under U.S. GAAP. Irish TEL will be permitted under Irish law to prepare and file its Irish statutory accounts in accordance with U.S. GAAP in respect of fiscal years ending no later than December 31, 2030 (and after that date will be required to prepare its Irish statutory financial statements according to a financial reporting framework permissible under Irish law — i.e., IFRS or Irish GAAP, in addition to separately preparing financial statements under U.S. GAAP required by SEC rules). Irish TEL will also be required to comply with any additional reporting and governance requirements of Irish law.

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PROPOSAL NO. 2 APPROVAL OF CREATION OF
DISTRIBUTABLE RESERVES OF IRISH TEL

Under Irish law, dividends and distributions and, generally, share repurchases or redemptions may only be made from distributable reserves in Irish TEL’s unconsolidated balance sheet prepared in accordance with the Irish Companies Act. Distributable reserves generally means the accumulated realized profits of Irish TEL less the 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, and any other reserve which we are prohibited from distributing. See “Description of the Share Capital of Irish TEL — Dividends” and “Description of the Share Capital of Irish TEL — Share Repurchases and Redemptions”.

Immediately following the Merger, the unconsolidated balance sheet of Irish TEL will contain limited distributable reserves (created in advance of the Merger to facilitate short-term share repurchase transactions), and “shareholders’ equity” that will comprise “share capital” (equal to the aggregate nominal value of the Irish TEL ordinary shares issued pursuant to the Merger) and, following the capitalization of the merger reserve resulting from the issuance of shares in connection with the Merger, “share premium”, including a separate reserve (equal to the nominal share capital of Swiss TEL minus share capital of Irish TEL plus reserves from capital contributions from Swiss TEL at the time of the Merger), created for Swiss tax purposes. The share premium arising will be equal to (1) the aggregate market value of the Swiss TEL common shares as of the close of trading on the NYSE on the last trading day prior to the completion of the Merger less (2) the aggregate nominal value of Irish TEL’s ordinary share capital less (3) distributable reserves created in advance of the Merger.

Swiss TEL shareholders are being asked at the Special General Meeting to approve, by way of a non-binding advisory resolution, a proposal to reduce the share premium account of Irish TEL to allow for the creation of distributable reserves of Irish TEL. If the shareholders of Swiss TEL approve the creation of distributable reserves and the Merger is completed, such approval will facilitate Irish TEL in seeking to obtain the approval of the Irish High Court, which is required for the creation of distributable reserves to be effective, as soon as practicable following the completion of the Merger. Irish TEL is expected to obtain the approval of the Irish High Court within approximately six to eight weeks after completion of the Merger.

Prior to completion of the Merger, Swiss TEL, as the current shareholder of Irish TEL, will have passed a resolution that would create distributable reserves following completion of the Merger through the reduction of all the share premium of Irish TEL.

The approval of the Reserves Proposal is not a condition to the completion of the Merger and whether or not it is approved will have no impact on the completion of the Merger. Accordingly, if the shareholders of Swiss TEL approve the Merger Agreement Proposal but do not approve the Reserves Proposal, the Merger will still be completed.

Until the Irish High Court approval is obtained or distributable reserves are created as a result of the profitable operation of Irish TEL, Irish TEL will not have sufficient distributable reserves to pay dividends or to repurchase or redeem its ordinary shares following the Merger, including under the current share repurchase plans of Swiss TEL (save for the limited distributable reserves created in advance of the Merger to facilitate short-term share repurchase transactions as described above). In addition, although Irish TEL is not aware of any reason why the Irish High Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court. If Swiss TEL shareholders do not approve this proposal, Irish TEL may still seek Irish High Court approval to create distributable reserves.

On March 13, 2024, at our annual general meeting, our shareholders approved an aggregate dividend in the amount of $2.60 per share to be paid in four quarterly installments of $0.65 on June 7, 2024,

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September 6, 2024, December 6, 2024 and March 7, 2025. We currently anticipate completing the Merger during the second half of calendar 2024. The dividend payments approved by our shareholders at the 2024 annual general meeting are legal obligations and Irish TEL will be obligated under the Merger Agreement to pay all such dividend installments that remain unpaid at the time of the completion of the Merger as part of its assumption of all of the liabilities of Swiss TEL. Notwithstanding the Merger, as long as you are a holder of Swiss TEL common shares, or Irish TEL ordinary shares following the Merger, on the applicable record and payment date relating to any of the remaining installments, you will receive such dividend installment regardless of which TEL entity pays it.

The capital reduction is not a prerequisite for Irish TEL to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the 2024 annual general meeting of Swiss TEL to shareholders that remain unpaid at the time of the Merger, all such payments being liabilities of Swiss TEL.

Recommendation and Required Affirmative Vote

Approval of the Reserves Proposal requires the affirmative vote of at least a majority of the Swiss TEL common shares cast in person or by proxy at the meeting.

The Board recommends that shareholders vote “FOR” the Reserves Proposal.

The Reserves Proposal will not be presented at the Special General Meeting if the Merger Agreement Proposal is not approved by Swiss TEL’s shareholders.

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MATERIAL TAX CONSIDERATIONS

The information presented under the caption “— Swiss Tax Considerations” is a discussion of the material Swiss tax consequences of the Merger. The information presented under the caption “— U.S. Federal Income Tax Considerations” is a discussion of the material U.S. federal income tax consequences (1) to U.S. holders and non-U.S. holders (each as defined below) of (A) exchanging Swiss TEL common shares for Irish TEL ordinary shares in the Merger, and (B) owning and disposing of Irish TEL ordinary shares received in the Merger and (2) to each of Swiss TEL and Irish TEL as a result of the Contribution and the Merger. The information presented under the caption “— Irish Tax Considerations” is a discussion of the material Irish tax consequences to shareholders of the Merger and of ownership and disposition of the Irish TEL ordinary shares.

You should consult your own tax advisor regarding the applicable tax consequences to you of the Merger and of ownership and disposition of the Irish TEL ordinary shares under the laws of the U.S. (federal, state and local), Ireland, Switzerland, and any other applicable jurisdiction.

SWISS TAX CONSIDERATIONS

Scope of Discussion

This discussion does not generally address any aspects of Swiss taxation other than Swiss federal and general cantonal taxation, is not a complete analysis or list of all of the possible tax consequences of the Merger or of holding and disposing of Swiss TEL common shares (other than in exchange for Irish TEL ordinary shares as a result of the Merger) and does not address all tax considerations that may be relevant to you.

Consequences of the Merger

In connection with this proxy statement/prospectus, our tax counsel, Bär & Karrer AG, Switzerland, has delivered a tax opinion to the effect that, for Swiss federal and Schaffhausen cantonal and communal corporate income tax purposes, the Merger (i) should not be taxable to Swiss TEL as the transfer of the assets and liabilities at tax book value by Swiss TEL to New Swiss TEL and the Merger will qualify as a tax exempt restructuring and does not lead to a treaty abuse for Swiss withholding tax purposes and (ii) will not be taxable to Swiss shareholders of Swiss TEL, provided that Irish TEL’s equity that can be distributed to Swiss individual shareholders without Swiss income tax consequences does not exceed Swiss TEL’s income tax free distributable equity (i.e., the sum of the nominal capital plus qualifying reserves from capital contributions) at the time of the Merger. In addition to the tax opinion from our tax counsel, we have also obtained two letter ruling confirmations from each of (i) the Swiss federal tax administration (the “Swiss FTA”) confirming that the Merger will qualify as a tax exempt restructuring for withholding tax and stamp duty purposes and does not lead to a treaty abuse with respect to dividends from New Swiss TEL to Irish TEL and therefore should not result in a taxable transaction for Swiss TEL and (ii) the Schaffhausen tax administration confirming that the Merger will qualify as a tax exempt restructuring for Swiss direct tax purposes and therefore the Merger should not result in corporate income tax consequences for Swiss TEL.

Material Tax Consequences to Swiss TEL

We believe that the Merger will not be a taxable transaction for Swiss withholding tax purposes for Swiss TEL pursuant to a ruling confirmation we received from the Swiss Federal Tax Administration, provided that no legally distributable reserves subject to Swiss withholding tax will be created until the effective date of the Merger. We also received a ruling confirmation from the Schaffhausen tax administration confirming that the Merger will qualify as a tax exempt restructuring and therefore would not lead to corporate income tax consequences at the level of Swiss TEL.

Material Tax Consequences to Shareholders

Under Swiss law a transaction such as the Merger, which results in the migration or “exit” of a company from Switzerland, could result in the imposition of Swiss withholding tax, corporate income tax as well as income tax at the level of the Swiss resident shareholders. While any withholding tax imposed would

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be a shareholder-level tax, the Swiss company would be required to pay such tax to the Swiss tax authorities on behalf of the shareholders. Any such payment by the Swiss company could also give rise to taxes imposed on shareholders in other countries, such as the United States, on the tax amounts deemed paid on behalf of such shareholders. However, according to the obtained ruling confirmation of the Swiss Federal Tax Administration no Swiss withholding tax should be due as a result of the Merger as long as Swiss TEL does not generate any legally distributable reserves subject to Swiss withholding tax until the effective date of the Merger. As discussed under “Proposal No. 1 Approval of the Merger Agreement — Conditions to Completion of the Merger,” it is a condition to the ability of TEL to effect the Merger that no such Swiss withholding tax be payable under Swiss law as a result of the Merger. Furthermore, in order to avoid the imposition of Swiss income taxation at the level of the Swiss individual shareholders holding their shares as private assets, Irish TEL’s equity that can be distributed to Swiss individual shareholders without Swiss income tax consequences must not exceed Swiss TEL’s income tax free distributable equity (i.e., the sum of the nominal capital plus qualifying reserves from capital contributions) at the time of the Merger.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

Scope of Discussion

Subject to the limitations and qualifications described herein and in the opinion of our U.S. tax counsel, Eversheds Sutherland (US) LLP, filed as Exhibit 8.1 to the registration statement, the following discussion constitutes the opinion of Eversheds Sutherland (US) LLP as to the material U.S. federal income tax consequences (1) to U.S. holders and non-U.S. holders (each, as defined below) as a result of (A) the Contribution, (B) exchanging Swiss TEL common shares for Irish TEL ordinary shares in the Merger and (C) owning and disposing of Irish TEL ordinary shares received in the Merger, (2) to Swiss TEL and New Swiss TEL as a result of the Contribution and (3) to Swiss TEL and Irish TEL as a result of the Merger.

This discussion generally does not address any aspects of U.S. taxation other than U.S. federal income taxation, is not a complete analysis or listing of all of the possible tax consequences of the Contribution or the Merger or of holding and disposing of Irish TEL ordinary shares and does not address all tax considerations that may be relevant to you. Special rules that are not discussed below also may apply to you. In particular, this discussion deals only with holders that hold their Swiss TEL common shares and will hold their Irish TEL ordinary shares as capital assets and, except as otherwise indicated below, does not address the tax treatment of special classes of holders, such as:

•

a holder of Swiss TEL common shares who, at any time after 2017, has owned directly, indirectly, or constructively under applicable U.S. federal income tax attribution rules 10% or more of the total combined voting power of all classes of stock entitled to vote of Swiss TEL, after taking into account any voting restrictions on treasury shares or otherwise imposed under Swiss law, or 10% or more of the total value of shares of all classes of stock of Swiss TEL;

•

a holder of Irish TEL ordinary shares who, at any time after the Merger, owns directly, indirectly, or constructively under applicable U.S. federal income tax attribution rules 10% or more of either the total combined voting power or the total value of all classes of stock of Irish TEL, after taking into account any voting restrictions on treasury shares or otherwise imposed under Irish law (such holders, together with any holders described in the previous bullet, “10% holders”);

•

a holder of shares of TEL who, immediately before or after the Merger, owned directly, indirectly, or constructively under applicable U.S. federal income tax attribution rules at least 5% of either the total combined voting power or the total value of all classes of stock of Swiss TEL or Irish TEL, as applicable (a “5% holder”);

•

a bank or other financial institution;

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a tax-exempt entity;

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an insurance company;

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a person holding shares as part of a “straddle,” “hedge,” “wash sale,” “integrated transaction,” or “conversion transaction;”

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•

a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes;

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a person holding shares through a partnership or other pass-through entity (including any entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes);

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a controlled foreign corporation or passive foreign investment company;

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a U.S. expatriate;

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a person who is liable for alternative minimum tax;

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a broker-dealer in securities or currencies;

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a U.S. holder whose “functional currency” is not the U.S. dollar;

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a regulated investment company;

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a real estate investment trust;

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a trader in securities who has elected the mark-to-market method of accounting for its securities;

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a holder who received Swiss TEL common shares through the exercise of employee stock options or otherwise as compensation;

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a person holding shares through a retirement plan, pension plan, individual retirement account, or other tax deferred account; and

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a non-corporate holder of Irish TEL ordinary shares who, because of limitations under the U.S. securities laws or other legal limitations, is not free to dispose of those shares without restriction.

This discussion is based on the laws of the United States, including the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the “U.S. Code,” its legislative history, existing and proposed Treasury regulations promulgated thereunder, judicial decisions, published rulings, administrative pronouncements, and income tax treaties to which the United States is a party. These laws may change, possibly with retroactive effect. There can be no assurance that the IRS will not disagree with or will not successfully challenge any of the conclusions reached and described in this discussion in the event of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of Swiss TEL common shares or, after the completion of the Merger, Irish TEL ordinary shares that for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;

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a corporation or other entity that is treated as a corporation organized under the laws of the United States or any state thereof including the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) has a valid election in place to be treated as a U.S. person.

A “non-U.S. holder” is a beneficial owner of Swiss TEL common shares or, after the completion of the Merger, Irish TEL ordinary shares that is neither a U.S. holder nor a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes). For purposes of this summary, “holder” or “shareholder” means either a U.S. holder or a non-U.S. holder or both, as the context may require.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Swiss TEL common shares or, after the completion of the Merger, Irish TEL ordinary shares, the tax treatment of a partner in that partnership generally will depend on the status of the partner and the activities of the partnership. Holders of Swiss TEL common shares or Irish TEL

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ordinary shares that are partnerships and partners in these partnerships are urged to consult their tax advisors regarding the U.S. federal income tax consequences to them of the Contribution and the Merger and the ownership and disposition of Irish TEL ordinary shares.

In the discussion that follows, except as otherwise indicated, it is assumed that Swiss TEL has not been and will not be a passive foreign investment company before the Merger and that Irish TEL will not be a passive foreign investment company after the Merger. See “— U.S. Holders — Passive Foreign Investment Company Considerations”. It is also assumed that Irish TEL will continue to be a non-U.S. corporation in the future.

Consequences of the Contribution and the Merger

None of Swiss TEL, New Swiss TEL, or the TEL shareholders will recognize any gain or loss for U.S. federal income tax purposes as a result of the Contribution.

The Merger will qualify as a “reorganization” under Section 368(a) of the U.S. Code. Accordingly, neither Swiss TEL nor Irish TEL will recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, and the Merger will have the following U.S. federal income tax consequences to a Swiss TEL shareholder:

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the shareholder will not recognize gain or loss on the exchange of its Swiss TEL common shares solely for Irish TEL ordinary shares;

•

the shareholder’s tax basis in Irish TEL ordinary shares received in the Merger will be the same as the shareholder’s tax basis in the exchanged Swiss TEL common shares; and

•

the shareholder’s holding period for Irish TEL ordinary shares received in the Merger will include the shareholder’s holding period for the exchanged Swiss TEL common shares.

Shareholders that hold Swiss TEL common shares with differing bases or holding periods are encouraged to consult their tax advisors regarding the determination of the bases and holding periods of the Irish TEL ordinary shares received in the Merger.

Consequences of Owning and Disposing of Irish TEL Ordinary Shares

U.S. Holders

Taxation of Distributions on Irish TEL Ordinary Shares. The gross amount of a distribution paid with respect to Irish TEL ordinary shares, including the full amount of any Irish withholding tax on such amount, will be a dividend for U.S. federal income tax purposes to the extent of Irish TEL’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at a maximum rate of 20%. As long as Irish TEL ordinary shares are listed on the NYSE or certain other exchanges and/or Irish TEL qualifies for benefits under the income tax treaty between the United States and Ireland, Irish TEL will be treated as a qualified foreign corporation for this purpose. This reduced rate will not be available in all situations, and U.S. holders should consult their own tax advisors regarding the application of the relevant rules to their particular circumstances. Dividends received by a corporate U.S. holder will not be eligible for the dividends received deduction that is generally allowed to corporate U.S. holders on dividends received from a domestic corporation.

To the extent that a distribution exceeds Irish TEL’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), it will be treated as a nontaxable return of capital to the extent of the U.S. holder’s basis in the shares, and thereafter generally should be treated as a capital gain. Such capital gain will be long-term if the non-corporate U.S. holder’s holding period for the Irish TEL ordinary shares exceeds one year.

Subject to limitations, Irish withholding tax imposed on any distribution will be treated for U.S. federal income tax purposes as a foreign tax that may be claimed as a foreign tax credit against the U.S. federal income tax liability of a U.S. holder. For purposes of calculating the foreign tax credit, dividends paid on Irish TEL ordinary shares generally will be treated as income from sources outside the United States. The rules

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relating to the determination of the foreign tax credit are complex, and you should consult your own tax advisors to determine whether and to what extent a credit would be available. In lieu of claiming a credit, U.S. holders may claim a deduction for foreign taxes paid in the taxable year. Unlike a tax credit, a deduction does not reduce U.S. federal income tax on a dollar-for-dollar basis.

Subsequent Dispositions of Irish TEL Ordinary Shares. U.S. holders of Irish TEL ordinary shares generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other disposition of Irish TEL ordinary shares in the same manner as on the sale, exchange or other disposition of any other shares held as capital assets. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Irish TEL ordinary shares exceeds one year. Under current law, long-term capital gain of non-corporate shareholders is subject to tax at a maximum rate of 20%. There are limitations on the deductibility of capital losses.

Passive Foreign Investment Company Considerations. The treatment of U.S. holders of Irish TEL ordinary shares in some cases could be materially different from that described above if, at any relevant time, Swiss TEL or Irish TEL were a passive foreign investment company (a “PFIC”).

For U.S. federal income tax purposes, a foreign corporation, such as Swiss TEL or Irish TEL, is classified as a PFIC for any taxable year in which either (1) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) or (2) the average percentage of its assets that produce passive income or that are held for the production of passive income is at least 50%. For purposes of applying the tests in the preceding sentence, the foreign corporation is generally deemed to own its proportionate share of the assets of and to receive directly its proportionate share of the income of any other corporation of which the foreign corporation owns, directly or indirectly, at least 25% by value of the stock.

Classification of a foreign corporation as a PFIC can have various adverse consequences to shareholders of the corporation who are “United States persons,” as defined in the U.S. Code. These include taxation of gain on a sale or other disposition of the shares of the corporation at the maximum ordinary income rates and imposition of an interest charge on gain or on distributions with respect to the shares.

Swiss TEL should not be treated as having been a PFIC in any prior taxable year and should not be treated as a PFIC in the taxable year in which the Merger will occur. In addition, we believe that Irish TEL should not be treated as a PFIC following the Merger. However, the tests for determining PFIC status are applied annually, and it is difficult to accurately predict future income and assets relevant to this determination. Accordingly, we cannot assure U.S. holders that Irish TEL will not become a PFIC. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. As a result, whether Swiss TEL or Irish TEL is or will be a PFIC for any relevant taxable year cannot be predicted with certainty, and there can be no assurance that the IRS will not challenge our determination concerning our PFIC status.

If Irish TEL should determine in the future that it is a PFIC, it will endeavor to so notify U.S. holders of Irish TEL ordinary shares, although there can be no assurance that it will be able to do so in a timely and complete manner. U.S. holders of Irish TEL ordinary shares should consult their own tax advisors about the PFIC rules, including the availability of certain elections.

Unearned Income Medicare Contribution Tax. An additional 3.8% Medicare tax generally will be imposed on the “net investment income” of individuals (other than nonresident aliens) with a modified adjusted gross income over $200,000 ($250,000 in the case of joint filers) and on the undistributed net investment income of certain estates and trusts. For this purpose, “net investment income” generally includes interest, dividends (including dividends paid with respect to Irish TEL ordinary shares), annuities, royalties, rents, net gain attributable to the disposition of property not held in a trade or business (including net gain from the taxable disposition of Irish TEL ordinary shares) and certain other income, as reduced by any deductions properly allocable to such income or gain. If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in Irish TEL ordinary shares.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Irish TEL Ordinary Shares. Dividends on Irish TEL ordinary shares paid to beneficial owners within

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the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding (currently at a 24% rate) unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the cash proceeds of a sale of Irish TEL ordinary shares.

In addition to being subject to backup withholding, if a U.S. holder of Irish TEL ordinary shares does not provide us (or our paying agent) with the holder’s correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the holder furnishes certain required information to the IRS.

Individuals (other than nonresident aliens) that hold “specified foreign financial assets” with an aggregate value in excess of applicable dollar thresholds are required to report information to the IRS relating to such assets, subject to certain exceptions (including an exception for specified foreign financial assets held in accounts maintained by U.S. financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, to their U.S. federal income tax return, for each year in which they hold the assets. Irish TEL ordinary shares should be specified foreign financial assets for these purposes. Substantial penalties apply to any failure to file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not willful neglect. Also, in the event a U.S. holder that is required to file, but does not file IRS Form 8938, or fails to report a specified foreign financial asset that is required to be reported, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related taxable year may not close until three years after the date on which the required information is filed. Any U.S. holder who does not intend to hold its Irish TEL ordinary shares in an account maintained by a financial institution should consult his or her own tax advisor with respect to the requirement to provide such information.

Non-U.S. Holders

Taxation of Distributions on Irish TEL Ordinary Shares. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on dividends received on its Irish TEL ordinary shares, unless the dividends are effectively connected with the holder’s conduct of a trade or business in the United States and, if a tax treaty applies, the dividends are attributable to a permanent establishment or fixed place of business maintained by the holder in the United States or such holder is subject to backup withholding as discussed below.

Except to the extent otherwise provided under an applicable tax treaty, a non-U.S. holder generally will be taxed in the same manner as a U.S. holder on dividends paid and gains recognized that are effectively connected with the holder’s conduct of a trade or business in the United States. Effectively connected dividends received and gains recognized by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate), subject to certain adjustments.

Subsequent Disposition of Irish TEL Ordinary Shares. In general, a non-U.S. holder will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of Irish TEL ordinary shares, unless: (1) such gain is effectively connected with the conduct by the holder of a trade or business within the United States and, if a tax treaty applies, is attributable to a permanent establishment or fixed place of business maintained by such holder in the United States, (2) in the case of capital gain of a holder who is an individual, such holder is present in the United States for 183 days or more during the taxable year in which the capital gain is recognized and certain other conditions are met, or (3) such holder is subject to backup withholding as discussed below.

Information Reporting and Backup Withholding on Distributions and Disposition Proceeds with Respect to Irish TEL Ordinary Shares. In order not to be subject to backup withholding tax on distributions and disposition proceeds with respect to Irish TEL ordinary shares, a non-U.S. holder may be required to provide a taxpayer identification number, certify the holder’s foreign status, or otherwise establish an exemption. Non-U.S. holders of Irish TEL ordinary shares should consult their tax advisors regarding the information reporting and backup withholding requirements in their particular situations, the availability of an

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exemption, and the procedure for obtaining such an exemption, if available. Any amount withheld from a payment to a non-U.S. holder under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is furnished to the IRS.

IRISH TAX CONSIDERATIONS

Scope of Discussions

The following is a summary of the material Irish tax consequences to Non-Irish Holders (as defined below) of the Merger and of the acquisition, ownership and disposition of Irish TEL ordinary shares. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each shareholder. The summary is based on Irish tax law and the practice of Irish Revenue currently in force in Ireland on the date of this proxy statement/prospectus and on correspondence with Irish Revenue. Legislative, administrative or judicial changes may modify the tax consequences described below, possibly with retrospective effect.

A “Non-Irish Holder” is an individual who beneficially owns their shares that is neither resident nor ordinarily resident in Ireland for Irish tax purposes and has not at any time used their shares in or for the purposes of a trade carried on by such individual through an Irish branch or agency and has not at any time used, held or acquired for use their shares by or for the purposes of an Irish branch or agency.

The summary deals with Non-Irish Holders who beneficially own their Swiss TEL common shares, and will own their Irish TEL ordinary shares, as an investment. Particular rules not discussed below may apply to certain classes of taxpayers holding shares, such as dealers in securities, trusts, insurance companies, collective investment schemes and individuals who have or may be deemed to have acquired their shares by virtue of an office or employment (performed or carried on to any extent in Ireland). The summary does not constitute tax or legal advice and the comments below are of a general nature only. The summary is not exhaustive and shareholders should consult their professional advisors on the tax implications of the Merger and the purchase, holding, redemption or sale of Irish TEL ordinary shares under the laws of their country of residence, citizenship or domicile.

Shareholders

Irish Tax on Chargeable Gains (at the time of the Merger). The receipt by Swiss TEL shareholders of Irish TEL ordinary shares as consideration for the cancellation of their Swiss TEL common shares in the Merger will not give rise to a liability to Irish tax on chargeable gains for Non-Irish Holders.

Irish Tax on Chargeable Gains (on shares held post-Merger). The rate of tax on chargeable gains (where applicable) in Ireland is currently 33%. Non-Irish Holders will not be liable for Irish tax on chargeable gains realized on a subsequent disposal of their Irish TEL ordinary shares.

Withholding Tax on Dividends

Distributions made by Irish TEL will generally be subject to dividend withholding tax (“DWT”) at the standard rate of income tax (currently 25%) unless one of the exemptions described below applies, which we believe will be the case for the majority of shareholders. DWT (if any) arises in respect of dividends paid after Irish TEL’s establishment of tax residency in Ireland. For DWT purposes, a dividend includes any distribution made by Irish TEL to its shareholders, including cash dividends, non-cash dividends and additional stock or units taken in lieu of a cash dividend. Irish TEL is responsible for withholding DWT at source and forwarding the relevant payment to Irish Revenue.

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General Exemptions

Certain shareholders (both individual and corporate) are entitled to an exemption from DWT. In particular, a non-Irish resident shareholder is not subject to DWT on dividends received from Irish TEL if the shareholder is beneficially entitled to the dividend and is:

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an individual shareholder resident for tax purposes in a “relevant territory,” and the individual is neither resident nor ordinarily resident in Ireland;

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a corporate shareholder that is controlled, directly or indirectly, by a person or persons resident in a “relevant territory” who is or are (as the case may be) not controlled, directly or indirectly, by a person or persons who is or are not resident in a “relevant territory”;

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a corporate shareholder resident for tax purposes in a “relevant territory,” provided that the corporate shareholder is not under the control, whether directly or indirectly, of a person or persons who is or are resident in Ireland;

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a corporate shareholder whose principal class of shares (or those of its 75% parent) is substantially and regularly traded on a recognized stock exchange either in Ireland or a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance; or

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a corporate shareholder that is wholly owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a recognized stock exchange in Ireland or in a “relevant territory” or on such other stock exchange approved by the Irish Minister for Finance,

and provided that, in all cases noted above (but subject to “— Shares Held by U.S. Resident Shareholders” below), the shareholder has provided the appropriate DWT Forms to his or her broker (and the relevant information is further transmitted to Irish TEL’s qualifying intermediary), or to Irish TEL’s transfer agent. In practice, in order to ensure sufficient time to process the receipt of relevant DWT Forms, the holders of Irish TEL ordinary shares, where required, should furnish the relevant DWT Form to:

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its broker (and the relevant information is further transmitted to a qualifying intermediary appointed by Irish TEL) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the holder of Irish TEL ordinary shares by the broker) if its Irish TEL ordinary shares are held through DTC; or

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Irish TEL’s transfer agent at least seven business days before the record date for the dividend if its Irish TEL ordinary shares are held outside of DTC.

Links to the various DWT Forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html. The information on such website does not constitute a part of, and is not incorporated by reference into, this proxy statement/prospectus.

Irish TEL is in the process of putting an agreement in place with a qualifying intermediary which is recognized by Irish Revenue as a “qualifying intermediary” and which satisfies one of the Irish requirements for dividends to be paid free of DWT to certain shareholders who hold their shares through DTC, as described below. The agreement will generally provide for certain arrangements relating to distributions in respect of those Irish TEL ordinary shares that are held through DTC, which are referred to as the “Deposited Securities”. The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities, after Irish TEL delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

Irish TEL will rely on information received directly or indirectly from brokers and its transfer agent in determining where holders of Irish TEL ordinary shares reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms, as described below. Holders of Irish TEL ordinary shares who are required to file DWT Forms in order to receive their dividends free of DWT should note that such forms are generally valid until December 31 of the fifth year after the year of issue of the forms and new forms must be filed before the expiration of that period in order to continue to enable them to receive dividends without DWT.

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For a list of “relevant territories” as defined for the purposes of DWT, see Annex C to this proxy statement/prospectus.

For holders of Irish TEL ordinary shares that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is a party to reduce the rate of DWT.

Shares Held by U.S. Resident Shareholders

Shares held by U.S. Resident Shareholders through DTC

A submission will be made to Irish Revenue to confirm that dividends paid on Irish TEL ordinary shares that are owned by residents of the United States and held beneficially (i.e., through DTC) will not be subject to DWT provided that the address of the beneficial owner of the Irish TEL ordinary shares in the records of the broker is in the United States (and such broker has further transmitted the relevant information to a qualifying intermediary appointed by Irish TEL). Irish TEL strongly recommends that such holders of Irish TEL ordinary shares ensure that their information has been properly recorded by their brokers (so that such brokers can further transmit the relevant information to Irish TEL’s qualifying intermediary).

Shares held by U.S. Resident Shareholders outside of DTC

Subject to the transitional arrangements discussed in the immediately following paragraph, all holders of Irish TEL ordinary shares who are residents of the United States and hold their Irish TEL ordinary shares directly (regardless of when such shareholders acquired their Irish TEL ordinary shares) must provide a valid DWT Form or a valid IRS Form 6166 to receive dividends paid on their Irish TEL ordinary shares without DWT. Irish TEL strongly recommends that such holders of Irish TEL ordinary shares ensure that the appropriate DWT Form or IRS Form 6166 is provided to Irish TEL’s transfer agent as soon as possible after acquiring their Irish TEL ordinary shares.

The submission that will be made to Irish Revenue will also request confirmation that holders of Irish TEL ordinary shares who are residents of the United States who held Swiss TEL common shares directly on the date immediately prior to completion of the Merger may be given a period of one year from the date on which the last shareholder vote approving the Merger is held to provide a valid DWT Form or valid IRS Form 6166 to Irish TEL’s transfer agent and that dividends can be paid to these shareholders without deduction of DWT during this transitional one year period.

If any holder of Irish TEL ordinary shares who is resident in the United States receives a dividend subject to DWT, he or she should generally be able to make an application for a refund from Irish Revenue on the prescribed form.

Shares Held by Residents of “Relevant Territories” Other than the United States

Subject to the transitional arrangements discussed in the immediately following paragraph, holders of Irish TEL ordinary shares who are residents of “relevant territories”, other than the United States, must satisfy one of the exemptions referred to above under the heading “General Exemptions” in order to receive distributions without suffering DWT and provide a valid DWT Form to his or her broker (so that the relevant information can be further transmitted to Irish TEL’s qualifying intermediary) (in the case of Irish TEL ordinary shares held beneficially), or to Irish TEL’s transfer agent (in the case of Irish TEL ordinary shares held directly). Irish TEL strongly recommends that such holders of Irish TEL ordinary shares complete the appropriate DWT Forms and provide them to their brokers or Irish TEL’s transfer agent, as the case may be, as soon as possible after acquiring their Irish TEL ordinary shares.

The submission that will be made to Irish Revenue will request confirmation that holders of Irish TEL ordinary shares who are residents of “relevant territories” other than the United States who held Swiss TEL common shares on the date immediately prior to completion of the Merger may be given a period of one year from the date on which the last shareholder vote approving the Merger is held to provide a valid DWT Form to his or her broker or to Irish TEL’s transfer agent and that dividends can be paid to these shareholders without deduction of DWT during this transitional one year period.

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If any holder of Irish TEL ordinary shares who is resident in a “relevant territory” receives a dividend subject to DWT, he or she may make an application for a refund from Irish Revenue on the prescribed form.

Shares Held by Other Persons

Holders of Irish TEL ordinary shares that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT.

If any holder of Irish TEL ordinary shares is exempt from DWT, but receives a dividend subject to DWT, he or she should generally be able to make an application for a refund from Irish Revenue on the prescribed form.

Distributions paid in respect of Irish TEL ordinary shares held through DTC that are owned by a partnership formed under the laws of a “relevant territory” and where all the underlying partners are resident in a “relevant territory” will be entitled to exemption from DWT if all of the partners complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by Irish TEL). If any partner is not a resident of a “relevant territory”, no part of the partnership’s position is entitled to exemption from DWT.

Income Tax on Dividends Paid on Irish TEL Ordinary Shares

Irish income tax (if any) arises in respect of dividends paid after Irish TEL’s establishment of tax residency in Ireland.

A holder of Irish TEL ordinary shares who is neither resident nor ordinarily resident in Ireland and who is entitled to an exemption from DWT generally has no liability to Irish income tax or the universal social charge on a dividend from Irish TEL. A holder of Irish TEL ordinary shares that is not entitled to an exemption from DWT and, therefore, is subject to DWT, generally will have no additional Irish income tax liability or liability to universal social charge. The DWT deducted by Irish TEL discharges the Irish income tax liability and liability to universal social charge.

Capital Acquisitions Tax

Irish CAT comprises principally of gift tax and inheritance tax. CAT could apply to a gift or inheritance of Irish TEL ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Irish TEL ordinary shares are regarded as property situated in Ireland as the share register of Irish TEL must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous taxable gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Children have a lifetime tax-free threshold of €335,000 in respect of taxable gifts or inheritances received from their parents. There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. Shareholders should consult their own tax advisor as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

Stamp Duty

Irish stamp duty (if any) becomes payable in respect of share transfers occurring after completion of the Merger.

No stamp duty will be payable on the cancellation of the common shares of Swiss TEL or the issue of Irish TEL ordinary shares pursuant to the Merger.

A transfer of Irish TEL ordinary shares from a seller who holds shares beneficially (i.e., through DTC) to a buyer who holds the acquired shares beneficially (i.e., through DTC) which is effected by the debit/credit of book-entry interests representing the shares through DTC will not be subject to Irish stamp duty.

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A transfer of Irish TEL ordinary shares by a seller who holds shares directly to any buyer, or by a seller who holds the shares beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher). Stamp duty is generally a liability of the buyer or transferee. A shareholder who holds Irish TEL ordinary shares directly may transfer those shares into his or her own broker account to be held through DTC without giving rise to Irish stamp duty provided there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to a third party. In order to benefit from this treatment, the seller must confirm to Irish TEL’s transfer agent that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to a third party.

Because of the potential Irish stamp duty on transfers of Irish TEL ordinary shares, we strongly recommend that all directly registered shareholders open broker accounts so they can transfer their Swiss TEL common shares into a broker account to be held through DTC as soon as possible and in any event prior to completion of the Merger. We also strongly recommend that any person who wishes to acquire Irish TEL ordinary shares after completion of the Merger acquire such shares beneficially (i.e., through DTC).

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DESCRIPTION OF THE SHARE CAPITAL OF IRISH TEL

The following information is a summary of the material terms of the Irish TEL ordinary shares, nominal (i.e., par) value $0.01 per share, as specified in the form of Irish TEL memorandum and articles of association that will be effective as of completion of the Merger (the “Irish TEL Articles”).

Pursuant to the Merger Agreement, each shareholder of Swiss TEL will receive one Irish TEL ordinary share in exchange for each Swiss TEL common share held immediately prior to the effectiveness of the Merger. As such, the Merger will result in you holding Irish TEL ordinary shares, rather than Swiss TEL common shares. Immediately after the Merger, the number of Irish TEL ordinary shares you will own will be the same as the number of common shares you held in Swiss TEL immediately prior to the Merger, and your relative economic interest in our company will remain unchanged. All of the Irish TEL ordinary shares will be issued fully paid and will not be subject to any further calls or assessments by Irish TEL.

The following description of Irish TEL ordinary shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Irish TEL Articles, which are included as Annex B to this proxy statement/prospectus. See also “Comparison of Rights of Shareholders.”

Capital Structure

Issued Share Capital

Immediately prior to the completion of the Merger, the issued share capital of Irish TEL will be €25,000, comprised of 25,000 ordinary A shares with a par value of €1.00 per share (the “Euro Shares”) and $1.00 comprising 1 preferred share with a par value of $1.00 (the “Preferred Share”). One further Preferred Share will be issued immediately following the Merger.

The Euro Shares are required to satisfy statutory capitalization requirements for all Irish public limited companies. The Preferred Shares will be issued to facilitate the Reserves Proposal in accordance with article 6 of the Irish TEL Articles. In connection with the consummation of the Merger, both the Euro Shares and the Preferred Shares will be acquired by Irish TEL for nil consideration and will then be cancelled by Irish TEL in accordance with Irish law.

Based on the number of Swiss TEL common shares outstanding on April 18, 2024, we expect that Irish TEL will at the time of the Merger issue 306,372,204 Irish TEL ordinary shares with a par value of $0.01 each (plus any shares issued in connection with exercises and/or vesting of outstanding equity awards and less any shares repurchased prior to the effectiveness of the Merger). All shares issued on completion of the Merger will be issued as fully paid up.

Authorized Share Capital

The authorized share capital of Irish TEL is $15,000,002 divided into 1,500,000,000 Irish TEL 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. The authorized share capital includes 25,000 ordinary A shares with a par value of €1.00 per share in order to satisfy statutory capitalization requirements for the incorporation of all Irish public limited companies and 2 Preferred Shares to facilitate the Reserves Proposal.

Irish TEL may issue shares subject to the maximum prescribed by its authorized share capital contained in its memorandum of association. Following the Merger, we expect that Irish TEL will have issued no more than $3,063,722.04 of its authorized share capital of $15,000,002 and €25,000, with such issued share capital comprised of 306,372,204 Irish TEL ordinary shares with a par value of $0.01 each and no ordinary A shares. This means that Irish TEL would be able to issue further shares with a total nominal value of approximately $11,936,277.96 and €25,000, comprised of 1,193,627,796 Irish TEL ordinary shares with a nominal value of $0.01 each and 25,000 ordinary A shares with a par value of €1.00 per share. The two Preferred Shares issued to facilitate the Reserves Proposal will be acquired by Irish TEL immediately following completion of the Merger and cancelled. In connection with the Merger, Irish TEL will also assume Swiss

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TEL’s existing obligations to deliver shares under our equity incentive plans and other similar employee awards pursuant to the terms thereof.

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 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.

The rights and restrictions to which the ordinary shares will be subject will be prescribed in the Irish TEL Articles.

Irish law does not recognize fractional shares held of record; accordingly, the Irish TEL Articles do not provide for the issuance of fractional shares of Irish TEL, and the official Irish share register of Irish TEL will not reflect any fractional shares.

Dividends

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 the 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 and any other reserve which we are prohibited from distributing.

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).

We are taking steps to create distributable reserves after the effective time of the Merger by applying to the Irish High Court to approve a capital reduction. See “Risk Factors” and “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”. The capital reduction is not a prerequisite for Irish TEL to be able to satisfy the obligation to pay the remaining installments of the dividend approved at the 2024 annual general meeting of Swiss TEL that remain unpaid at the time of the Merger, all such payments being liabilities of Swiss TEL.

The mechanism as to who declares a dividend and when a dividend shall become payable is 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, 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.

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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 Irish TEL ordinary shares.

For information about the Irish tax issues relating to dividend payments, see “Material Tax Considerations — Irish Tax Considerations”.

Preemptive Rights and Advance Subscription Rights

Certain statutory pre-emption rights apply automatically in favor of Irish TEL’s shareholders where shares in Irish TEL are to be issued for cash. However, Irish TEL has opted out of these pre-emption rights in the Irish TEL Articles as permitted under Irish company law for the maximum five-year period. Because Irish law requires that this opt-out will lapse unless 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 issued for non-cash consideration (such as a share-for-share 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 employee share plan or similar equity plan.

Issuance of Warrants and Options

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 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. Due to this requirement under 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.

Share Repurchases and Redemptions

Overview

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 below under “— Share Repurchases and Redemptions — Repurchases and Redemptions by Irish TEL”. 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 “— Share Repurchases and Redemptions — Purchases by Subsidiaries of Irish TEL,” 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 Irish TEL ordinary shares, 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 Irish TEL ordinary shares by a subsidiary of Irish TEL, in each case in accordance with the Irish TEL Articles and Irish company law as described below.

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Repurchases and Redemptions by Irish TEL

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “— Dividends”) or the proceeds of a new issue of shares for that purpose. We are taking steps to create such distributable reserves. See “Risk Factors” and “Proposal No. 2 Approval of Creation of Distributable Reserves of Irish TEL”. Irish TEL shall not repurchase any of its shares if as a result of such repurchase the nominal value of the issued share capital that is not redeemable would be less than 10% of the nominal value of the total issued share capital of Irish TEL. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury at our option. Shareholder approval will not be required to redeem Irish TEL ordinary shares. See “— Capital Structure — Authorized Share Capital” above for additional information on redeemable shares.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Irish TEL at any time must not exceed 10% of our company capital (consisting of the aggregate of the par value and share premium in respect of the allotment of our shares together with certain elements of our undenominated capital arising on the acquisition of shares by us). While Irish TEL or any subsidiary of Irish TEL holds shares as treasury shares, we or such subsidiary cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by Irish TEL or re-issued subject to certain conditions.

Purchases by Subsidiaries of Irish TEL

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase Irish TEL ordinary shares either on-market or off-market. A general authority of the shareholders of Irish TEL is required to allow a subsidiary of Irish TEL to make on-market purchases of Irish TEL ordinary shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Irish TEL ordinary shares is required. In order for a subsidiary of Irish TEL to make an on-market purchase of Irish TEL’s shares, such shares must be purchased on a “recognized stock exchange.” The NYSE, on which Irish TEL ordinary shares will be listed following the Merger, is a recognized stock exchange for this purpose by Irish company law. For an off-market purchase by a subsidiary of Irish TEL, the proposed purchase contract must be authorized by special resolution of the shareholders of Irish TEL before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, from the date of the notice of the meeting at which the resolution approving the contract is to be proposed, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Irish TEL.

The number of shares held by the subsidiaries of Irish TEL at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of Irish TEL’s company capital. While a subsidiary holds Irish TEL ordinary shares, it cannot exercise any voting rights in respect of those shares. The acquisition of Irish TEL ordinary shares by a subsidiary must be funded out of distributable reserves of the subsidiary.

Existing Share Repurchase Program

Prior to the completion of the Merger, we expect (a) the board of directors of Irish TEL to authorize the repurchase and/or redemption of Irish TEL ordinary shares by Irish TEL and (b) Swiss TEL, as the sole shareholder of Irish TEL, to pass a resolution to authorize the purchase of Irish TEL ordinary shares by subsidiaries of Irish TEL (this latter authorization will lapse on the date of the 2025 annual general meeting at which time we expect that we would seek shareholder approval to renew this authorization), such that Irish TEL and its subsidiaries will be authorized to purchase shares in an aggregate amount approximately equal to the then remaining authorization under the existing Swiss TEL share repurchase program (subject to having sufficient distributable reserves to fund the repurchases).

Bonus Shares

Under the Irish TEL Articles, the board may resolve to capitalize any amount credited to any reserve or fund available for distribution or the share premium account or other undistributable reserve of Irish

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TEL for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under the Irish TEL Articles, Irish TEL may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its articles of association.

Reduction of Share Capital

Irish TEL may, by ordinary resolution, reduce its authorized share capital in any way. Irish TEL also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any way.

General Meetings of Shareholders

Irish TEL will be required to hold an annual general meeting within eighteen months of incorporation and at intervals of no more than fifteen months thereafter, provided that an annual general meeting is held in each calendar year following the first annual general meeting, no more than nine months after Irish TEL’s fiscal year-end.

Pursuant to Irish law, extraordinary general meetings of Irish TEL may be convened by (i) the board of directors, (ii) on requisition of the shareholders holding not less than 10% of the paid up share capital of Irish TEL carrying voting rights or (iii) on requisition of Irish TEL’s auditors. Extraordinary general meetings are generally held for the purposes of approving shareholder resolutions of Irish TEL as may be required from time to time.

Notice of a general meeting must be given to all shareholders of Irish TEL and to the auditors of Irish TEL. The Irish TEL Articles provide that the minimum notice periods are 21 clear days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 clear days’ notice in writing for any other extraordinary general meeting. General meetings may be called by shorter notice, but only with the consent of the auditors of Irish TEL and all of the shareholders entitled to attend and vote thereat. Because of the 21-day and 14-day requirements described in this paragraph, the Irish TEL Articles include provisions reflecting these requirements of Irish law.

In the case of an extraordinary general meeting requisitioned 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 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.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual financial statements (including balance sheet and reports of the directors and auditors), the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office. Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and, pursuant to the articles of association, 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 hold office until the next annual general meeting, and the nominee receiving the greatest number of votes in favor of their election shall hold office until his

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or her successor shall be elected. 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 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 cast at such meeting.

If the directors become aware that the net assets of Irish TEL are half or less of the amount of Irish TEL’s called-up share capital, the directors of Irish TEL must convene an extraordinary general meeting of Irish TEL’s shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

Voting

General

The Irish TEL Articles provide that all resolutions shall be decided by poll and every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for the meeting. 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 as their proxy. 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, when permitted by the directors.

Treasury shares will not be entitled to vote at general meetings of shareholders.

Supermajority Voting

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:

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amending the objects of Irish TEL;

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amending the Irish TEL Articles;

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approving the change of name of Irish TEL;

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authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

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opting out of statutory pre-emption rights on the issuance of new shares;

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re-registration of Irish TEL from a public limited company as a private company;

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variation of class rights attaching to classes of shares (which the Irish TEL Articles do not provide otherwise);

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purchase of own shares off-market;

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the reduction of share capital;

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resolving that Irish TEL be wound up by the Irish courts;

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resolving in favor of a shareholders’ voluntary winding-up;

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re-designation of shares into different share classes; and

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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.

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Variation of Class Rights Attaching to Shares

Variation of all or any special rights attached to any class of Irish TEL shares is addressed in the Irish TEL Articles as well as the Irish Companies Act. Any variation of class rights attaching to Irish TEL issued shares must be approved by a special resolution of the shareholders of the class affected.

Quorum for General Meetings

The presence, in person or by proxy, of two or more holders of Irish TEL ordinary shares outstanding, which entitle the holders to a majority of the voting power of Irish TEL, constitutes a quorum for the conduct of business. No business may take place at a general meeting of Irish TEL if a quorum is not present in person or by proxy. The board of directors has no authority to waive quorum requirements stipulated in the Irish TEL Articles. Abstentions will be counted as present for purposes of determining whether there is a quorum in respect of the proposals; broker non-votes will also be counted as present for purposes of determining whether there is a quorum in respect of the proposals provided at least one proposal is considered “routine” under NYSE rules.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of the Irish TEL Articles; (ii) inspect and obtain copies of the minutes of general meetings and any 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 or on behalf of Irish TEL; (iv) inspect copies of directors’ service contracts where the unexpired portion of the term for which the contract is to be in force is three years or more or where the contract cannot, within the next ensuing three years, be terminated by Irish TEL without payment of compensation; (v) inspect copies of instruments creating charges; (vi) receive copies of statutory financial statements and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (vii) receive financial statements 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. Our auditors will also have the right to inspect all of our books, records and vouchers. The auditors’ report must be circulated to the shareholders with our financial statements prepared in accordance with Irish law with the notice of annual general meeting and must be presented to our shareholders at our annual general meeting.

Acquisitions and Appraisal Rights

There are a number of mechanisms for acquiring an Irish public limited company, including:

•

a court-approved scheme of arrangement under the Irish Companies Act. 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;

•

through a tender or takeover offer by a third party, in accordance with the Irish Takeover Rules (as defined below) and the Irish Companies Act, for all the shares of Irish TEL. Where the holders of 80% or more of Irish TEL’s shares (excluding any shares already beneficially owned by the offeror) have accepted an offer for their shares, the remaining shareholders may also be statutorily required to transfer their shares, unless, within one month, the non-tendering shareholders obtain an Irish court order otherwise providing. If the offeror has acquired acceptances of 80% of all of our shares but does not exercise its “squeeze-out” right, then the non-accepting shareholders also have a statutory right to require the offeror to acquire their shares on the same terms as the original offer, or on such terms as an Irish court, on application of the non-tendering shareholder, may order. If Irish TEL’s shares were to be listed on Euronext Dublin or another regulated market in the European Union, the aforementioned 80% threshold would be increased to 90%;

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by way of a transaction with a company incorporated in the European Economic Area which includes all member states of the European Union and Norway, Iceland and Liechtenstein (EEA) under the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended). Such a transaction must be approved by a special resolution and by the Irish High

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Court. If Irish TEL is being merged with another EEA company under Directive 2017/1132 (as amended) and the consideration payable to Irish TEL shareholders is not all in the form of cash, Irish TEL shareholders may be entitled to require their shares to be acquired at fair value; and

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by way of a merger with another Irish company under the Irish Companies Act which must be approved by a special resolution and by the Irish High Court.

Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property and assets. However, the Irish TEL Articles provide that the affirmative vote of the holders of a majority of the outstanding voting shares on the relevant record date is required to approve a sale, lease or exchange of all or substantially all of its property or assets.

Disclosure of Interests in Shares

Under the Irish Companies Act, there is a notification requirement for shareholders who become or cease to be interested in 3% of the shares of an Irish public limited company. A shareholder of Irish TEL must therefore make such a notification to Irish TEL if as a result of a transaction the shareholder will be interested in 3% or more of Irish TEL ordinary shares; or if as a result of a transaction a shareholder who was interested in more than 3% of Irish TEL ordinary shares ceases to be so interested. Where a shareholder is interested in more than 3% of Irish TEL ordinary shares, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Irish TEL. The relevant percentage figure is calculated by reference to the aggregate par value of the shares in which the shareholder is interested as a proportion of the entire par value of Irish TEL’s share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to Irish TEL within 5 business days of the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any shares in Irish TEL concerned, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the Irish High Court to have the rights attaching to the shares concerned reinstated.

In addition to the above disclosure requirement, Irish TEL, under the Irish Companies Act, may by notice in writing require a person whom Irish TEL knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Irish TEL’s relevant share capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has during that time held an interest in Irish TEL ordinary shares, to give such further information as may be required by Irish TEL including particulars of such person’s own past or present interests in Irish TEL ordinary shares. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by Irish TEL on a person who is or was interested in Irish TEL ordinary shares and that person fails to give Irish TEL any information required within the reasonable time specified, Irish TEL may apply to Irish High Court for an order directing that the affected shares be subject to certain restrictions.

Under the Irish Companies Act, the restrictions that may be placed on the shares by the Irish High Court are as follows:

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any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be void;

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no voting rights shall be exercisable in respect of those shares;

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no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

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no payment shall be made of any sums due from Irish TEL on those shares, whether in respect of capital or otherwise.

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Where the shares in Irish TEL are subject to these restrictions, the Irish High Court may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Anti-Takeover Provisions

Business Combinations With Interested Shareholders

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:

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Irish TEL’s board of directors approved the transaction which resulted in the shareholder becoming an interested shareholder;

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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 annual or extraordinary general meeting of shareholders by the affirmative vote of the holders of at least 75% of the outstanding voting shares 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.

Shareholder Rights Plans and Share Issuances

Irish law does not expressly 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, and shareholder approval may be required under Irish law to implement such a plan. In addition, such a plan would be subject to the Irish Takeover Rules described below.

Subject to the Irish Takeover Rules described below, the board also has power to issue any authorized and unissued shares of Irish TEL on such terms and conditions as it may determine (as described above under “— Capital Structure — Authorized Share Capital”) and any such action should be taken in the best interests of Irish TEL. It is possible, however, that the terms and conditions of any issue of preferred shares could discourage a takeover or other transaction that holders of some of a majority of the ordinary shares believe to be in their best interests or in which holders might receive a premium for their shares over and above the market price for their shares.

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 2022 made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

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in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

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the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;

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the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

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false markets in the securities of the target company or any other company concerned by the offer must not be created;

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a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;

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a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to resist the offer; and

•

a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire Irish TEL ordinary shares within the period of three months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for Irish TEL ordinary shares by the bidder or its concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard to the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired Irish TEL ordinary shares (i) during the period of 12 months prior to the commencement of the offer period which represent more than 10% of the total Irish TEL ordinary shares or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the price per Irish TEL ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total Irish TEL ordinary shares in the 12-month period prior to the commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.

An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Irish TEL. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Irish TEL is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Irish TEL and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish Takeover Rules, the board of directors of Irish TEL is not permitted to take any action which might frustrate an offer for Irish TEL ordinary shares once the board of directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below.

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Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:

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the action is approved by the offeree at a general meeting; or

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with the consent of the Irish Takeover Panel where:

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the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;

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the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

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in accordance with a contract entered into prior to the announcement of the offer; or

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the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

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” and “— Disclosure of Interests in Shares,” in addition to “— Corporate Governance,” “Comparison of Rights of Shareholders — Election of Directors,” “Comparison of Rights of Shareholders — Board Vacancies,” “Comparison of Rights of Shareholders — Resignation, Removal and Disqualification of Directors,” “Comparison of Rights of Shareholders — Shareholder Action by Written Consent” and “Comparison of Rights of Shareholders — Amendment to Articles of Association” below.

Corporate Governance

The Irish TEL Articles delegate the day-to-day management of Irish TEL to the board of directors. The board of directors may then delegate management of Irish TEL to committees, executives or to a management team, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Irish TEL. It is the intention of Irish TEL to replicate the existing committees that are currently in place for Swiss TEL which include a Management Development and Compensation Committee, a Nominating, Governance and Compliance Committee and an Audit Committee. It also is the intention of Irish TEL to adopt Swiss TEL’s current board governance principles (subject to any updates that may be required to comply with Irish law).

Following the Merger, our board governance principles and general approach to corporate governance as reflected in the Irish TEL Articles and our internal policies and procedures will be guided by U.S. practice and applicable federal securities laws and regulations and NYSE requirements. Although Irish TEL will be an Irish public limited company, Irish TEL will not be subject to the listing rules of Euronext Dublin or the listing rules of the U.K. Listing Authority and Irish TEL is therefore not subject to, nor will Irish TEL adopt, the U.K. Corporate Governance Code or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and overlaps between the U.S. corporate governance standards applied by us and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the board and the criteria for determining the independence of directors.

Duration; Dissolution; Rights upon Liquidation

Irish TEL’s duration will be unlimited. Irish TEL may be dissolved at any time by way of either a shareholders’ voluntary winding up or a creditors’ voluntary winding up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the shareholders of Irish TEL is required. Irish TEL may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Irish TEL has failed to file certain returns.

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association contain no specific provisions in respect of a dissolution or winding up then, subject to the priorities of any creditors, the assets will be distributed to shareholders in proportion to the paid-up par value of the shares held. The Irish TEL Articles provide that the ordinary shareholders of Irish TEL are entitled to participate pro rata in a winding up.

Stock Exchange Listing

Transfer and Registration of Shares

Irish TEL’s share register will be maintained by its transfer agent. Registration in this share register will be determinative of membership in Irish TEL. A shareholder of Irish TEL who holds shares beneficially will not be the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee will be the holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through the same depository or other nominee will not be registered in Irish TEL’s official share register, as the depository or other nominee will remain the record holder of such shares.

A written instrument of transfer is required under Irish law in order to register on Irish TEL’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Irish TEL’s official Irish share register.

The Irish TEL Articles as they will be in effect after the Merger delegate to Irish TEL’s Secretary (or his or her nominee) the authority to execute an instrument of transfer on behalf of a transferring party. In order to help ensure that the official share register is regularly updated to reflect trading of Irish TEL ordinary shares occurring through normal electronic systems, we intend to regularly produce any required instruments of transfer in connection with any transactions for which we are required to pay stamp duty (subject to the reimbursement and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Irish TEL for this purpose) or request that Irish TEL execute an instrument of transfer on behalf of the transferring party in a form determined by Irish TEL. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to Irish TEL’s transfer agent, the transferee will be registered as the legal owner of the relevant shares on Irish TEL’s official Irish share register (subject to the matters described below).

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The directors of Irish TEL have general discretion to decline to register an instrument of transfer, unless the requirements set out in Article 25(b) of the Irish TEL Articles have been satisfied in respect of the transfer including, without limitation, that the instrument of transfer is properly stamped (in circumstances where stamping is required).

The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.

Legal Name; Formation; Fiscal Year; Registered Office

The legal and commercial name of the Irish company will be TE Connectivity plc. Irish TEL’s fiscal year ends on the last Friday in September and Irish TEL’s registered address is Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.

No Sinking Fund

The shares have no sinking fund provisions.

No Liability for Further Calls or Assessments

The Irish TEL ordinary shares to be issued in exchange for Swiss TEL common shares in the Merger will be duly and validly issued and fully paid.

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COMPARISON OF RIGHTS OF SHAREHOLDERS

Your current rights as a shareholder are governed by Swiss law and Swiss TEL’s articles of association. After the Merger, your rights will be governed by Irish law and the Irish TEL Articles.

Many of the principal attributes of Swiss TEL’s common shares and Irish TEL’s ordinary shares will be similar. However, if the Merger is consummated, your future rights under Irish corporate law as a holder of Irish TEL ordinary shares will differ from your current rights under Swiss corporate law as a holder of common shares of Swiss TEL. In addition, the Irish TEL Articles differ in some respects from Swiss TEL’s articles of association and organizational regulations. The following discussion is a summary of material changes to your rights resulting from the Merger.

This summary is not complete and does not cover all of the differences between Irish law and Swiss law affecting companies and their shareholders or all the differences between our Swiss articles of association and organizational regulations and our proposed Irish memorandum and articles of association. We believe this summary is complete and accurate in all material respects. It is, however, subject to the complete text of the relevant provisions of the Irish Companies Act, the Irish TEL Articles, Swiss TEL’s articles of association and organizational regulations and the Swiss Code of Obligations, in particular articles 620 through 760 and articles 957 through 964l of the Swiss Code of Obligations and the Swiss Merger Act. We encourage you to read those laws and documents. The Irish TEL Articles are attached to this proxy statement/prospectus as Annex B. For information as to how you can obtain our Swiss articles of association and organizational regulation, see “Where You Can Find More Information”.

	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

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	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

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	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

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	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.

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	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,

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	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

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	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

TABLE OF CONTENTS

	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.

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	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

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	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.

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	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

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	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

TABLE OF CONTENTS

	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.

TABLE OF CONTENTS

	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

TABLE OF CONTENTS

	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

TABLE OF CONTENTS

	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 dire

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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