¹ Every share­hold­er is en­titled to a pro rata share of the dis­pos­able profit to the ex­tent that the dis­tri­bu­tion of such profit among the share­hold­ers is provided for by law or the art­icles of as­so­ci­ation.

² On dis­sol­u­tion of the com­pany, the share­hold­er is en­titled to a pro rata share of the li­quid­a­tion pro­ceeds, un­less oth­er­wise provided by those art­icles of as­so­ci­ation that re­late to the al­loc­a­tion of the as­sets of the dis­solved com­pany.

³ The pref­er­en­tial rights at­tach­ing to spe­cif­ic share classes stip­u­lated in the art­icles of as­so­ci­ation are re­served.

Un­less the art­icles of as­so­ci­ation provide oth­er­wise, the share of the profits and the pro­ceeds of li­quid­a­tion are cal­cu­lated in pro­por­tion to the amounts paid up on the share cap­it­al.

¹ Com­pan­ies whose shares are lis­ted on a stock ex­change must provide the fol­low­ing ad­di­tion­al in­form­a­tion in the notes to the bal­ance sheet:

1.

all re­mu­ner­a­tion dis­trib­uted dir­ectly or in­dir­ectly to cur­rent mem­bers of the board of dir­ect­ors;

2.

all re­mu­ner­a­tion dis­trib­uted dir­ectly or in­dir­ectly to per­sons en­trus­ted by the board of dir­ect­ors with all or some of the com­pany’s man­age­ment activ­it­ies (ex­ec­ut­ive board);

3.

all re­mu­ner­a­tion dis­trib­uted dir­ectly or in­dir­ectly to cur­rent mem­bers of the board of ad­visors;

4.

all re­mu­ner­a­tion dis­trib­uted dir­ectly or in­dir­ectly to former mem­bers of the board of dir­ect­ors, ex­ec­ut­ive board and board of ad­visors where such re­mu­ner­a­tion relates to past activ­it­ies as a gov­ern­ing of­ficer of the com­pany or is not cus­tom­ary mar­ket prac­tice;

5.

all re­mu­ner­a­tion dis­trib­uted dir­ectly or in­dir­ectly to close as­so­ci­ates of the per­sons spe­cified in num­bers 1–4 where such re­mu­ner­a­tion is not cus­tom­ary mar­ket prac­tice.

² In par­tic­u­lar, the fol­low­ing are deemed to be re­mu­ner­a­tion:

1.

fees, salar­ies, bo­nuses and ac­count cred­its;

2.

shares of profits paid to board mem­bers and com­mis­sions, par­ti­cip­a­tion in turnover and oth­er forms of par­ti­cip­a­tion in the busi­ness res­ults;

3.

be­ne­fits in kind;

4.

al­loc­a­tions of shares and con­ver­sion and op­tion rights;

5.

sev­er­ance pay­ments;

6.

guar­an­tee and pledge com­mit­ments in fa­vour of third parties and oth­er col­lat­er­al com­mit­ments;

7.

waivers of claims;

8.

ex­pendit­ures giv­ing rise to or in­creas­ing oc­cu­pa­tion­al be­ne­fit en­ti­tle­ments;

9.

all pay­ments and be­ne­fits for ad­di­tion­al work.

³ The fol­low­ing must also be stated in the notes to the bal­ance sheet:

1.

all loans and cred­it fa­cil­it­ies ex­ten­ded to the cur­rent mem­bers of the board of dir­ect­ors, ex­ec­ut­ive board and board of ad­visors that are still out­stand­ing;

2.

loans and cred­it fa­cil­it­ies to former mem­bers of the board of dir­ect­ors, ex­ec­ut­ive board and board of ad­visors that were ex­ten­ded on con­di­tions oth­er than the cus­tom­ary mar­ket con­di­tions and are still out­stand­ing;

3.

all loans and cred­it fa­cil­it­ies to close as­so­ci­ates of the per­sons spe­cified in num­bers 1 and 2 that were ex­ten­ded on con­di­tions oth­er than the cus­tom­ary mar­ket con­di­tions and are still out­stand­ing.

⁴ The in­form­a­tion provided on re­mu­ner­a­tion and cred­it must in­clude:

1.

the amount for the board of dir­ect­ors as a whole and the amount for each mem­ber, spe­cify­ing the name and func­tion of the mem­ber con­cerned;

2.

the amount for the ex­ec­ut­ive board as a whole and the highest amount for each mem­ber, spe­cify­ing the name and func­tion of the mem­ber con­cerned;

3.

the total amount for the board of ad­visors as a whole and the amount for each mem­ber, spe­cify­ing the name and func­tion of the mem­ber con­cerned.

⁵ Re­mu­ner­a­tion and cred­its to close as­so­ci­ates must be shown sep­ar­ately. The names of such as­so­ci­ates need not be giv­en. In oth­er re­spects the pro­vi­sions gov­ern­ing in­form­a­tion on re­mu­ner­a­tion and cred­it to mem­bers of the board of dir­ect­ors, ex­ec­ut­ive board and board of ad­visors ap­ply mu­tatis mutandis.

¹ Com­pan­ies whose shares³⁸³ are lis­ted on a stock ex­change must spe­cify the sig­ni­fic­ant share­hold­ers and their share­hold­ings in the notes to the bal­ance sheet, where these are known or ought to be known.

² Sig­ni­fic­ant share­hold­ers are defined as share­hold­ers and groups of share­hold­ers linked through vot­ing rights who own more than 5 per cent of all vot­ing rights. Where the art­icles of as­so­ci­ation provide for a lower per­cent­age threshold for re­gistered shares (Art. 685d para. 1), that threshold ap­plies for pur­poses of the duty of dis­clos­ure.

³ Also to be in­dic­ated are the share­hold­ings in the com­pany and the con­ver­sion and op­tion rights held by each cur­rent mem­ber of the board of dir­ect­ors, ex­ec­ut­ive board and board of ad­visors in­clud­ing those held by their close as­so­ci­ates, spe­cify­ing the name and func­tion of the mem­ber con­cerned.³⁸⁴

¹ Where as a res­ult of a net loss for the year the com­pany’s cap­it­al cov­er falls be­low one-half of the share cap­it­al and the leg­al re­serves, in or­der to rec­ti­fy the neg­at­ive net worth, the com­pany may re­value land, build­ings or equity par­ti­cip­a­tions whose real value has ris­en above their value stated at cost up to a max­im­um equal to one-half of the share cap­it­al and the leg­al re­serves. The re­valu­ation amount is stated sep­ar­ately as a re­valu­ation re­serve.

² The re­valu­ation is per­mit­ted only where a li­censed aud­it­or is­sues writ­ten con­firm­a­tion for the at­ten­tion of the gen­er­al meet­ing that the re­valu­ation com­plies with the rel­ev­ant stat­utory pro­vi­sions.³⁹³

¹ Five per cent of the an­nu­al profit must be al­loc­ated to the gen­er­al re­serve un­til this equals 20 per cent of the paid-up share cap­it­al.

² Even after it has reached the stat­utory level, the fol­low­ing must be al­loc­ated to the gen­er­al re­serve:

1.

any share is­sue pro­ceeds in ex­cess of the nom­in­al value re­main­ing after the is­sue costs have been met, un­less used to fund write-downs or for staff wel­fare pur­poses;

2.

any amount re­main­ing from sums paid in on for­feited shares after any short­fall on the shares is­sued in re­turn has been met;

3.

ten per cent of the amounts dis­trib­uted as the share in the profit above and bey­ond pay­ment of a di­vidend of 5 per cent.

³ To the ex­tent it does not ex­ceed one-half of the share cap­it­al, the gen­er­al re­serve may be used only to cov­er losses or for meas­ures de­signed to sus­tain the com­pany through dif­fi­cult times, to pre­vent un­em­ploy­ment or to mit­ig­ate its con­sequences.

⁴ The pro­vi­sions in para. 2 num­ber 3 and para­graph 3 do not ap­ply to com­pan­ies whose primary pur­pose is to hold equity par­ti­cip­a­tions in oth­er com­pan­ies (hold­ing com­pan­ies).

⁵ ...³⁹⁵

⁶ ...³⁹⁶

The re­serve for the com­pany's own shares may be writ­ten back in the amount of any sold or des­troyed shares val­ued at cost.

The re­valu­ation re­serve may be writ­ten back only by means of con­ver­sion in­to share cap­it­al, fresh write-down or dis­pos­al of the re­val­ued as­sets.

¹ The art­icles of as­so­ci­ation may stip­u­late that amounts great­er than 5 per cent of the an­nu­al profit are to be al­loc­ated to re­serves and that the re­serve must con­tain more than the 20 per cent of paid-up share cap­it­al re­quired by law.

² They may provide for the form­a­tion of fur­ther re­serves and spe­cify the pur­pose and use there­of.

In par­tic­u­lar, the art­icles of as­so­ci­ation may provide for re­serves ear­marked for the found­a­tion and fund­ing of wel­fare schemes for the com­pany’s em­ploy­ees.

¹ The di­vidend may be de­term­ined only after the al­loc­a­tions to re­serves re­quired by the law and the art­icles of as­so­ci­ation have been de­duc­ted.

² The gen­er­al meet­ing may re­solve on the form­a­tion of re­serves which are not provided for by law or the art­icles of as­so­ci­ation or which go bey­ond the re­quire­ments there­of, provided that

1.

this is ne­ces­sary for re­place­ment pur­poses;

2.

with a view to the long-term prosper­ity of the com­pany or the de­sirab­il­ity of a stable di­vidend, such re­serves are jus­ti­fied and in the best in­terests of the share­hold­ers.

³ Sim­il­arly, the gen­er­al meet­ing may re­solve on the al­loc­a­tion of dis­pos­able profit to form re­serves for the found­a­tion and fund­ing of wel­fare schemes for the com­pany’s em­ploy­ees or for oth­er wel­fare pur­poses even where such re­serves are not provided for in the art­icles of as­so­ci­ation.

¹ No in­terest may be paid on the share cap­it­al.

² Di­vidends may be paid only from the dis­pos­able profit and from re­serves formed for this pur­pose.⁴⁰²

¹ The share­hold­ers may be paid in­terest out of the in­vest­ment ac­count for the time re­quired to pre­pare and build up the com­pany pri­or to com­mence­ment of full op­er­a­tions. The art­icles of as­so­ci­ation must stip­u­late the latest time by which pay­ment of such in­terest must cease.

² If the com­pany is ex­pan­ded by means of an is­sue of new shares, the res­ol­u­tion con­cern­ing the cap­it­al in­crease may provide for a spe­cified amount of in­terest to be paid on the new shares from the in­vest­ment ac­count un­til a pre­cisely defined date, which must be no later than the date on which the new op­er­a­tion­al fa­cil­ity com­mences op­er­a­tions.

Shares of the profit may be paid to mem­bers of the board of dir­ect­ors only out of the dis­pos­able profit and only after the al­loc­a­tion to the leg­al re­serve has been made and a di­vidend of 5 per cent or a high­er per­cent­age laid down by the art­icles of as­so­ci­ation has been paid to the share­hold­ers.

¹ Share­hold­ers and mem­bers of the board of dir­ect­ors and their close as­so­ci­ates who have un­duly and in bad faith re­ceived di­vidends, shares of profits paid to board mem­bers, oth­er shares of profits or in­terest be­fore com­mence­ment of op­er­a­tions are ob­liged to re­turn such be­ne­fits.

² They are like­wise ob­liged to re­turn oth­er be­ne­fits re­ceived from the com­pany to the ex­tent these are mani­festly dis­pro­por­tion­ate to the per­form­ance rendered in re­turn and to the com­pany’s eco­nom­ic situ­ation.

³ The claim for resti­tu­tion ac­crues to the com­pany and the share­hold­er; the lat­ter sues for per­form­ance to the com­pany.

⁴ The ob­lig­a­tion to re­turn such be­ne­fits pre­scribes five years after they were re­ceived.

¹ Where the com­pany is de­clared in­solv­ent, the mem­bers of the board of dir­ect­ors must re­turn all shares of profits paid to board mem­bers re­ceived in the three years pri­or to com­mence­ment of in­solv­ency pro­ceed­ings, un­less they can show that the con­di­tions for pay­ment of such shares of profits paid to board mem­bers set out in law and the art­icles of as­so­ci­ation were met; in par­tic­u­lar, they must show that the pay­ment was based on prudent ac­count­ing.

² ...⁴⁰⁶

¹ A share­hold­er may not be re­quired, even un­der the art­icles of as­so­ci­ation, to con­trib­ute more than the amount fixed for sub­scrip­tion of a share on is­sue.

² A share­hold­er does not have the right to re­claim the amount paid-up.

¹ A share­hold­er who fails to pay in the is­sue amount for his share in good time is ob­liged to pay de­fault in­terest.

² Fur­ther, the board of dir­ect­ors has the power to de­clare that the de­fault­ing share­hold­er has for­feited his rights in re­spect of the share sub­scrip­tion and any part pay­ments already made and that his shares are for­feited and to is­sue new ones in their place. Where the for­feited shares have already been is­sued and can­not be phys­ic­ally ob­tained, such de­clar­a­tion of for­feit­ure is pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce and in the form en­vis­aged by the art­icles of as­so­ci­ation.

³ The art­icles of as­so­ci­ation may also provide that a share­hold­er in de­fault also be re­quired to pay a con­trac­tu­al pen­alty.

¹ Where the board of dir­ect­ors in­tends to de­clare the de­fault­ing share­hold­er in for­feit of his rights in re­spect of the share sub­scrip­tion or to re­quire him to pay the con­trac­tu­al pen­alty provided for in the art­icles of as­so­ci­ation, it must make at least three calls for pay­ment in the Swiss Of­fi­cial Gaz­ette of Com­merce and in the form provided for by the art­icles of as­so­ci­ation and set a grace peri­od for such pay­ment of at least one month com­men­cing on the date on which the last call was pub­lished. The share­hold­er may be de­clared in for­feit of his rights in re­spect of the share sub­scrip­tion or re­quired to pay the con­trac­tu­al pen­alty only if he fails to make the re­quired pay­ment with­in such grace peri­od.

² In the case of re­gistered shares, such pub­lic­a­tion is re­placed by a re­gistered let­ter sent to each share­hold­er entered in the share re­gister call­ing for pay­ment and set­ting the grace peri­od. In this case the grace peri­od com­mences on re­ceipt of the call for pay­ment.

³ The de­fault­ing share­hold­er is li­able to the com­pany for the amount not covered by the con­tri­bu­tions of the new share­hold­er.

¹ Bear­er shares may be is­sued only after the full nom­in­al value has been paid up.

² Shares is­sued be­fore the full nom­in­al value is paid up are void. Claims for dam­ages are re­served.

¹ Un­less oth­er­wise provided by law or the art­icles of as­so­ci­ation, the com­pany’s re­gistered shares are trans­fer­able without re­stric­tion.

² Trans­fer by means of trans­ac­tion may also be ef­fected by hand­ing over the en­dorsed share cer­ti­fic­ate to the ac­quirer.

¹ Re­gistered shares that have not yet been fully paid up may be trans­ferred only with the con­sent of the com­pany, un­less they are ac­quired by in­her­it­ance, di­vi­sion of es­tate, mat­ri­mo­ni­al prop­erty law or com­puls­ory ex­e­cu­tion.

² The com­pany may with­hold con­sent only if the solvency of the ac­quirer is in doubt and the se­cur­ity re­ques­ted by the com­pany is not fur­nished.

¹ The art­icles of as­so­ci­ation may stip­u­late that re­gistered shares may be trans­ferred only with the con­sent of the com­pany.

² This re­stric­tion also ap­plies to es­tab­lish­ment of a usu­fruct.

³ If the com­pany goes in­to li­quid­a­tion, the re­stric­tion on trans­fer­ab­il­ity is can­celled.

¹ The com­pany may re­fuse to give such con­sent provid­ing it states good cause cited in the art­icles of as­so­ci­ation or of­fers to ac­quire the shares from the party ali­en­at­ing them for the com­pany’s own ac­count, for the ac­count of oth­er share­hold­ers or for the ac­count of third parties at their real value at the time the re­quest was made.

² Pro­vi­sions gov­ern­ing the com­pos­i­tion of the share­hold­er group which are de­signed to safe­guard the pur­suit of the com­pany’s ob­jects or its eco­nom­ic in­de­pend­ence are deemed to con­sti­tute good cause.

³ Fur­ther, the com­pany may re­fuse entry in the share re­gister where the ac­quirer fails to de­clare ex­pressly that he has ac­quired the shares in his own name and for his own ac­count.

⁴ Where the shares were ac­quired by in­her­it­ance, di­vi­sion of es­tate, mat­ri­mo­ni­al prop­erty law or com­puls­ory ex­e­cu­tion, the com­pany may with­hold its con­sent only if it of­fers to pur­chase the shares from the ac­quirer at their real value.

⁵ The ac­quirer may re­quest the court at the seat of the com­pany to de­term­ine the real value. The costs of the valu­ation are borne by the com­pany.

⁶ Where the ac­quirer fails to de­cline such of­fer with­in a month of no­ti­fic­a­tion of the real value, it is deemed ac­cep­ted.

⁷ The art­icles of as­so­ci­ation may not im­pose more re­strict­ive con­di­tions on trans­fer­ab­il­ity.

¹ Where the con­sent re­quired for trans­fer of shares is not giv­en, the own­er­ship of the shares and all at­tend­ant rights re­main with the ali­en­at­or.

² In the case of ac­quis­i­tion of shares by in­her­it­ance, di­vi­sion of es­tate, mat­ri­mo­ni­al prop­erty law or com­puls­ory ex­e­cu­tion, own­er­ship and the at­tend­ant pe­cu­ni­ary rights pass to the ac­quirer im­me­di­ately, where­as the at­tend­ant par­ti­cip­a­tion rights pass to him only when the com­pany has giv­en its con­sent.

³ Where the com­pany fails to re­fuse the re­quest for con­sent with­in three months of re­ceipt or re­fuses it without just cause, con­sent is deemed to have been giv­en.

¹ In the case of lis­ted re­gistered shares, the com­pany may re­fuse to ac­cept the ac­quirer as a share­hold­er only where the art­icles of as­so­ci­ation en­vis­age a per­cent­age lim­it on the re­gistered shares for which an ac­quirer must be re­cog­nised as share­hold­er and such lim­it is ex­ceeded.

² Fur­ther, the com­pany may re­fuse entry in the share re­gister where at the com­pany’s re­quest the ac­quirer fails to de­clare ex­pressly that he has ac­quired the shares in his own name and for his own ac­count.

³ Where lis­ted⁴¹³ re­gistered shares were ac­quired by in­her­it­ance, di­vi­sion of es­tate or mat­ri­mo­ni­al prop­erty law, entry of the ac­quirer may not be re­fused.

Where lis­ted re­gistered shares are sold on a stock ex­change, the selling bank must without delay no­ti­fy the com­pany of the name of the seller and the num­ber of shares sold.

¹ Where lis­ted re­gistered shares are ac­quired on a stock ex­change, the at­tend­ant rights pass to the ac­quirer on trans­fer. Where lis­ted re­gistered shares are ac­quired off-ex­change, the at­tend­ant rights pass to the ac­quirer as soon as he has sub­mit­ted a re­quest for re­cog­ni­tion as share­hold­er to the com­pany.

² Un­til such re­cog­ni­tion of the ac­quirer by the com­pany, he may not ex­er­cise the vot­ing right con­ferred by the shares or any oth­er rights as­so­ci­ated with such vot­ing right. The ac­quirer is not re­stric­ted in his ex­er­cise of any oth­er share­hold­er rights, in par­tic­u­lar sub­scrip­tion rights.

³ Ac­quirers not yet re­cog­nised by the com­pany are entered as share­hold­ers without vot­ing rights in the share re­gister once the rights have been trans­ferred. The cor­res­pond­ing shares are deemed to be un­rep­res­en­ted at the gen­er­al meet­ing.

⁴ Where the com­pany’s re­fus­al is un­law­ful, the com­pany must re­cog­nise the ac­quirer’s vot­ing right and the rights as­so­ci­ated there­with from the date of the court judg­ment and pay the ac­quirer dam­ages un­less it can show that it was not at fault.

Where the com­pany fails to re­fuse the re­quest for re­cog­ni­tion with­in 20 days, the share­hold­er is deemed to have been re­cog­nised.

¹ The com­pany keeps a share re­gister of re­gistered shares in which the names and ad­dresses of the own­ers and usu­fructu­ar­ies are re­cor­ded. It must be kept in such a man­ner that it can be ac­cessed at any time in Switzer­land.⁴¹⁸

² Entry in the share re­gister re­quires doc­u­ment­ary proof that the share was ac­quired for own­er­ship or of the reas­ons for the usu­fruct there­of.

³ The com­pany must cer­ti­fy such entry on the share cer­ti­fic­ate.

⁴ In re­la­tion to the com­pany the share­hold­er or usu­fructu­ary is the per­son entered in the share re­gister.

⁵ The doc­u­ments on which an entry is based must be re­tained for ten years fol­low­ing the de­le­tion of the own­er or usu­fructu­ary from the share re­gister.⁴¹⁹

After hear­ing the parties in­volved the com­pany may de­lete entries in the share re­gister that res­ul­ted from false in­form­a­tion sup­plied by the ac­quirer. The lat­ter must be in­formed of the de­le­tion im­me­di­ately.

¹ The ac­quirer of a re­gistered share that is not fully paid up has an ob­lig­a­tion to the com­pany to pay up the re­mainder as soon as he is entered in the share re­gister.

² Where the per­son who sub­scribed for the share ali­en­ates it, he may be sued for the amount not paid up if the com­pany be­comes in­solv­ent with­in two years of its entry in the com­mer­cial re­gister and his leg­al suc­cessor has for­feited his rights arising from the share.

³ Where the seller is not the per­son who sub­scribed for the share, he is re­leased from the duty to pay up as soon as the ac­quirer is entered in the share re­gister.

⁴ Un­til such time as re­gistered shares are fully paid up, the amount of the nom­in­al value paid up must be entered on each share cer­ti­fic­ate.

¹ In­ter­im cer­ti­fic­ates made out to the bear­er may be is­sued only for bear­er shares whose the nom­in­al value is fully paid up. In­ter­im cer­ti­fic­ates made out to the bear­er is­sued be­fore the full nom­in­al value is paid up are void. Claims for dam­ages are re­served.

² Where in­ter­im cer­ti­fic­ates made out to the named hold­er are is­sued for bear­er shares, they may be trans­ferred only in ac­cord­ance with the pro­vi­sions gov­ern­ing as­sign­ment of claims, al­though their trans­fer does not take ef­fect as against the com­pany un­til it re­ceives no­tice there­of.

³ In­ter­im cer­ti­fic­ates for re­gistered shares must be made out to a named hold­er. The trans­fer of such in­ter­im cer­ti­fic­ates is sub­ject to the pro­vi­sions gov­ern­ing the trans­fer of re­gistered shares.

¹ The share­hold­er ex­er­cises his rights in the com­pany’s af­fairs, such as the ap­point­ment of the gov­ern­ing of­ficers, ap­prov­al of the an­nu­al re­port and res­ol­u­tions con­cern­ing al­loc­a­tion of the profit, at the gen­er­al meet­ing.

² He may rep­res­ent his shares at the gen­er­al meet­ing him­self or may have them rep­res­en­ted by a third party who, sub­ject to con­trary pro­vi­sion in the art­icles of as­so­ci­ation, need not be a share­hold­er.

¹ The mem­ber­ship rights con­ferred by re­gistered shares may be ex­er­cised by any per­son au­thor­ised so to do by entry in the share re­gister or a writ­ten power of at­tor­ney is­sued by the share­hold­er.

² The mem­ber­ship rights con­ferred by bear­er shares may be ex­er­cised by any per­son who shows he is in pos­ses­sion of the shares by present­ing them. The board of dir­ect­ors may dir­ect that some oth­er form of proof of pos­ses­sion be giv­en.

¹ A per­son ex­er­cising par­ti­cip­a­tion rights as a rep­res­ent­at­ive must com­ply with the in­struc­tions of the rep­res­en­ted party.

² A per­son in pos­ses­sion of a bear­er share as a res­ult of pledge, bail­ment or loan may ex­er­cise the at­tend­ant mem­ber­ship rights only if spe­cially au­thor­ised to do so by the share­hold­er in writ­ing.

Where the com­pany pro­poses a mem­ber of its gov­ern­ing bod­ies or some oth­er as­so­ci­ate of the com­pany to the share­hold­ers to rep­res­ent their vot­ing rights at a gen­er­al meet­ing, it must sim­ul­tan­eously des­ig­nate an in­de­pend­ent per­son who may be en­trus­ted by the share­hold­ers with the task of rep­res­ent­ing them.

¹ Where a cus­todi­an wishes to act as rep­res­ent­at­ive in ex­er­cising the par­ti­cip­a­tion rights at­tach­ing to shares de­pos­ited with him, he asks the de­pos­it­ors for vot­ing in­struc­tions pri­or to every gen­er­al meet­ing.

² Where the de­pos­it­ors’ in­struc­tions can­not be ob­tained in good time, the cus­todi­an ex­er­cises their vot­ing rights in ac­cord­ance with their gen­er­al in­struc­tions; in the ab­sence of gen­er­al in­struc­tions, he votes in fa­vour of the mo­tions pro­posed by the board of dir­ect­ors.

³ In­sti­tu­tions sub­ject to the Fed­er­al Act of 8 Novem­ber 1934⁴²⁷ on Banks and Sav­ings Banks and fin­an­cial in­sti­tu­tions in ac­cord­ance with the Fin­an­cial In­sti­tu­tions Act of 15 June 2018⁴²⁸ are deemed to be cus­todi­ans act­ing as rep­res­ent­at­ives.⁴²⁹

¹ Gov­ern­ing of­ficers, in­de­pend­ent rep­res­ent­at­ives of vot­ing rights and cus­todi­ans act­ing as rep­res­ent­at­ives in­form the com­pany of the num­ber, type, nom­in­al value and class of the shares they rep­res­ent. Fail­ure to dis­close such in­form­a­tion renders the res­ol­u­tions of the gen­er­al meet­ing sub­ject to chal­lenge on the same con­di­tions as ap­ply to un­au­thor­ised par­ti­cip­a­tion in the gen­er­al meet­ing.

² The chair­man gives the gen­er­al meet­ing the in­form­a­tion as ag­greg­ates for each form of rep­res­ent­a­tion. If he fails to do so even though a share­hold­er has re­ques­ted it, any share­hold­er may chal­lenge the res­ol­u­tions of the gen­er­al meet­ing by bring­ing ac­tion against the com­pany.

¹ Where a share is owned col­lect­ively, the be­ne­fi­ciar­ies of the rights it con­fers may ex­er­cise such rights only through a joint rep­res­ent­at­ive.

² In the case of the usu­fruct of a share, such rights are rep­res­en­ted by the usu­fructu­ary; he is li­able in dam­ages to the own­er for any fail­ure to take due ac­count of the lat­ter’s in­terests when ex­er­cising them.

¹ The lend­ing of shares for the pur­pose of ex­er­cising vot­ing rights at a gen­er­al meet­ing is for­bid­den if the in­ten­tion in so do­ing is to cir­cum­vent a re­stric­tion on vot­ing rights.

² Every share­hold­er is en­titled to ob­ject to the par­ti­cip­a­tion of un­au­thor­ised per­sons to the board of dir­ect­ors or in the minutes of the gen­er­al meet­ing.

³ Where per­sons who are not au­thor­ised to par­ti­cip­ate in the gen­er­al meet­ing par­ti­cip­ate in a de­cision on a res­ol­u­tion, any share­hold­er may chal­lenge that res­ol­u­tion even if he has not raised an ob­jec­tion, un­less the com­pany can prove that their in­volve­ment ex­er­ted no in­flu­ence on the de­cision made.

¹ The share­hold­ers ex­er­cise their vot­ing rights at gen­er­al meet­ings of share­hold­ers in pro­por­tion to the total nom­in­al value of the shares be­long­ing to them.

² Every share­hold­er has at least one vote, even if he holds only one share. However, the art­icles of as­so­ci­ation may im­pose re­stric­tions on the num­ber of votes cast by hold­ers of mul­tiple shares.

³ In the event that the nom­in­al value of the shares is re­duced as part of a re­struc­tur­ing of the com­pany, the vot­ing right con­ferred by the ori­gin­al nom­in­al value may be re­tained.

¹ The art­icles of as­so­ci­ation may stip­u­late that vot­ing rights are de­term­ined re­gard­less of nom­in­al value by the num­ber of shares be­long­ing to each share­hold­er such that each share con­fers one vote.

² In this case, shares with a lower nom­in­al value than oth­er shares of the same com­pany may be is­sued only as re­gistered shares and must be fully paid up. The nom­in­al value of these oth­er shares must not ex­ceed ten times the nom­in­al value of the vot­ing shares.⁴³²

³ The al­loc­a­tion of vot­ing rights ac­cord­ing to num­ber of shares is not ap­plic­able for:

1.

the elec­tion of ex­tern­al aud­it­ors;

2.

the ap­point­ment of ex­perts to audit the com­pany’s busi­ness man­age­ment or parts there­of;

3.

any res­ol­u­tion con­cern­ing the in­stig­a­tion of a spe­cial audit;

4.

any res­ol­u­tion con­cern­ing the ini­ti­ation of a li­ab­il­ity ac­tion.⁴³³

Vot­ing right take ef­fect as soon as the amount de­term­ined by law or the art­icles of as­so­ci­ation is paid up.

¹ In the case of res­ol­u­tions con­cern­ing the dis­charge of the board of dir­ect­ors, per­sons who have par­ti­cip­ated in any man­ner in the man­age­ment of the com­pany’s busi­ness have no vot­ing rights.

² ...⁴³⁴

¹ No later than 20 days pri­or to the or­din­ary gen­er­al meet­ing, the an­nu­al re­port and audit re­port must be made avail­able for in­spec­tion by the share­hold­ers at the seat of the com­pany. Any share­hold­er may re­quest that a copy of these re­ports be sent to him without delay.

² Re­gistered share­hold­ers are no­ti­fied of this in writ­ing, bear­er share­hold­ers by pub­lic­a­tion in the Swiss Of­fi­cial Gaz­ette of Com­merce and in the form pre­scribed by the art­icles of as­so­ci­ation.

³ Any share­hold­er may re­quest a copy of the an­nu­al re­port in the form ap­proved by the gen­er­al meet­ing and of the audit re­port from the com­pany dur­ing the year fol­low­ing the gen­er­al meet­ing.

¹ At the gen­er­al meet­ing, any share­hold­er is en­titled to in­form­a­tion from the board of dir­ect­ors on the af­fairs of the com­pany and from the ex­tern­al aud­it­ors on the meth­ods and res­ults of their audit.

² The in­form­a­tion must be giv­en to the ex­tent re­quired for the prop­er ex­er­cise of share­hold­ers’ rights. It may be re­fused where provid­ing it would jeop­ard­ise the com­pany’s trade secrets or oth­er in­terests war­rant­ing pro­tec­tion.

³ The com­pany ledgers and busi­ness cor­res­pond­ence may be in­spec­ted only with the ex­press au­thor­isa­tion of the gen­er­al meet­ing or by res­ol­u­tion of the board of dir­ect­ors and only if meas­ures are taken to safe­guard trade secrets.

⁴ Where in­form­a­tion or in­spec­tion is re­fused without just cause, the court may or­der it on ap­plic­a­tion.⁴³⁷

¹ Any share­hold­er may re­quest the gen­er­al meet­ing to have spe­cif­ic mat­ters cla­ri­fied by means of a spe­cial audit, where this is ne­ces­sary for the prop­er ex­er­cise of share­hold­ers’ rights and he has already ex­er­cised his right to in­form­a­tion and in­spec­tion.

² Where the gen­er­al meet­ing ad­opts the mo­tion, the com­pany or any share­hold­er may ap­ply to the court with­in 30 days for ap­point­ment of a spe­cial aud­it­or.

¹ Where the gen­er­al meet­ing re­jects the mo­tion, share­hold­ers to­geth­er rep­res­ent­ing at least 10 per cent of the share cap­it­al or shares with a nom­in­al value of 2 mil­lion francs may ap­ply to the court with­in three months for the ap­point­ment of a spe­cial aud­it­or.

² The ap­plic­ants are en­titled to have a spe­cial aud­it­or ap­poin­ted where they make a prima facie case that the founder mem­bers or gov­ern­ing of­ficers have vi­ol­ated the law or the art­icles of as­so­ci­ation and thereby harmed the com­pany or the share­hold­ers.

¹ The court de­cides after hear­ing the com­pany and the ap­plic­ant.

² If the court ac­cepts the ap­plic­a­tion, it en­trusts an in­de­pend­ent ex­pert with the task of car­ry­ing out the audit. The court defines the scope of the audit based on the ap­plic­a­tion.

³ The court may also en­trust the spe­cial audit to sev­er­al ex­perts jointly.

¹ The spe­cial audit must be car­ried out with­in a reas­on­able peri­od and without un­ne­ces­sary dis­rup­tion to the com­pany’s busi­ness.

² Founder mem­bers, gov­ern­ing of­ficers, agents, em­ploy­ees, of­fi­cial re­ceiv­ers and li­quid­at­ors must provide the spe­cial aud­it­or with in­form­a­tion on any rel­ev­ant facts. In cases of doubt, the court de­cides.

³ The spe­cial aud­it­or hears the com­pany on the res­ults of the spe­cial audit.

⁴ He is re­quired to pre­serve con­fid­en­ti­al­ity.

¹ The spe­cial aud­it­or draws up a de­tailed re­port on the res­ults of his audit, al­though he must safe­guard trade secrets. He sub­mits his re­port to the court.

² The court makes the re­port avail­able to the com­pany and at its re­quest de­cides wheth­er any pas­sages in the re­port vi­ol­ate the com­pany’s trade secrets or oth­er in­terests war­rant­ing pro­tec­tion and there­fore may not be presen­ted to the ap­plic­ants.

³ It gives the com­pany and the ap­plic­ants the op­por­tun­ity to re­spond to the con­tent of the re­port, ad­ap­ted as ne­ces­sary, and to ask sup­ple­ment­ary ques­tions.

¹ The board of dir­ect­ors makes the re­port and the re­sponses to it avail­able to the next gen­er­al meet­ing.

² Any share­hold­er may re­quest a copy of the re­port and the re­sponses to it from the com­pany for one year fol­low­ing the gen­er­al meet­ing.

¹ Where the court grants the re­quest for the ap­point­ment of a spe­cial aud­it­or, it or­ders the com­pany to make an ad­vance pay­ment and bear the costs. Where jus­ti­fied by spe­cial cir­cum­stances, it may or­der the ap­plic­ants to bear some or all of the costs.

² Where the gen­er­al meet­ing has ap­proved the spe­cial audit, the com­pany bears the costs.

¹ Any per­son who alone or by agree­ment with third parties ac­quires shares in a com­pany whose par­ti­cip­a­tion rights are not lis­ted on a stock ex­change, and thus reaches or ex­ceeds the threshold of 25 per cent of the share cap­it­al or vot­ing rights must with­in one month give no­tice to the com­pany of the first name and sur­name and the ad­dress of the nat­ur­al per­son for whom it is ul­ti­mately act­ing (the be­ne­fi­cial own­er).

² If the share­hold­er is a leg­al en­tity or part­ner­ship, each nat­ur­al per­son that con­trols the share­hold­er in ana­log­ous ap­plic­a­tion of Art­icle 963 para­graph 2 must be re­cor­ded as a be­ne­fi­cial own­er. If there is no such per­son, the share­hold­er must give no­tice of this to the com­pany.

³ If the share­hold­er is a com­pany whose par­ti­cip­a­tion rights are lis­ted on a stock ex­change, if the share­hold­er is con­trolled by such a com­pany in ac­cord­ance with Art­icle 963 para­graph 2, or if the share­hold­er con­trols such a com­pany in this sense, it must only give no­tice of this fact and provide de­tails of the com­pany’s name and re­gistered of­fice.

⁴ The share­hold­er must give no­tice to the com­pany with­in three months of any change to the first name or sur­name or to the ad­dress of the be­ne­fi­cial own­er.

⁵ The ob­lig­a­tion to give no­tice does not ap­ply if the bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies and de­pos­ited with a cus­todi­an in Switzer­land or entered in the main re­gister. The com­pany shall des­ig­nate the cus­todi­an.

¹ The com­pany shall keep a re­gister of its be­ne­fi­cial own­ers that have been no­ti­fied to the com­pany.

² This re­gister shall con­tain the first name and sur­name and the ad­dress of the be­ne­fi­cial own­ers.

³ The doc­u­ments on which no­tice un­der Art­icle 697j are based must be re­tained for ten years fol­low­ing the per­son’s de­le­tion from the re­gister.

⁴ The re­gister must be kept in such a man­ner that it can be ac­cessed in Switzer­land at any time.

¹ For as long as the share­hold­er fails to com­ply with their ob­lig­a­tions to give no­tice, the mem­ber­ship rights con­ferred by the shares in re­spect of which no­tice of ac­quis­i­tion must be giv­en are sus­pen­ded.

² The share­hold­er may only ex­er­cise the prop­erty rights con­ferred by the shares if they have com­plied with their ob­lig­a­tions to give no­tice.

³ If the share­hold­er fails to com­ply with their ob­lig­a­tions to give no­tice with­in one month of ac­quir­ing the shares, the prop­erty rights lapse. If they give no­tice at a later date, they may ex­er­cise the prop­erty rights arising from that date.

⁴ The board of dir­ect­ors shall en­sure that no share­hold­ers ex­er­cise their rights while in breach of their ob­lig­a­tions to give no­tice.