¹ The su­preme gov­ern­ing body of a com­pany lim­ited by shares is the gen­er­al meet­ing.

² It has the fol­low­ing in­ali­en­able powers:

1.

to de­term­ine and amend the art­icles of as­so­ci­ation;

2.

to elect the mem­bers of the board of dir­ect­ors and the ex­tern­al aud­it­ors;

3.⁵²⁷

to ap­prove the man­age­ment re­port and the con­sol­id­ated ac­counts;

4.

to ap­prove the an­nu­al ac­counts and pass res­ol­u­tions on the al­loc­a­tion of the dis­pos­able profit, and in par­tic­u­lar to set the di­vidend and the shares of profits paid to board mem­bers;

5.⁵²⁸

to de­term­ine the in­ter­im di­vidend and ap­prove the in­ter­im ac­count re­quired there­for;

6.⁵²⁹

to pass res­ol­u­tions on re­pay­ing the stat­utory cap­it­al re­serve;

7.⁵³⁰

to dis­charge the mem­bers of the board of dir­ect­ors;

8.⁵³¹

to del­ist the equity se­cur­it­ies of the com­pany;

9.⁵³²

to pass res­ol­u­tions con­cern­ing the mat­ters re­served to the gen­er­al meet­ing by law or the art­icles of as­so­ci­ation.⁵³³

³ In com­pan­ies whose shares are lis­ted on a stock ex­change, it has the fol­low­ing ad­di­tion­al in­ali­en­able powers:

1.

to elect the chair of the board of dir­ect­ors;

2.

to elect the mem­bers of the re­mu­ner­a­tion com­mit­tee;

3.

to elect the in­de­pend­ent vot­ing rep­res­ent­at­ives;

4.

to vote on the re­mu­ner­a­tion of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors.⁵³⁴

¹ The gen­er­al meet­ing shall be con­vened by the board of dir­ect­ors or, where ne­ces­sary, by the ex­tern­al aud­it­ors. The li­quid­at­ors and the rep­res­ent­at­ives of bond cred­it­ors shall also have the right to con­vene gen­er­al meet­ings.

² The or­din­ary gen­er­al meet­ing shall be held an­nu­ally with­in six months of the end of the fin­an­cial year.

³ Share­hold­ers may re­quest that a gen­er­al meet­ing be con­vened, provided they to­geth­er hold at least one of the fol­low­ing par­ti­cip­a­tions:

1.

in the case of com­pan­ies whose shares are lis­ted on a stock ex­change: 5 per cent of the share cap­it­al or of the votes;

2.

in the case of oth­er com­pan­ies: 10 per cent of the share cap­it­al
or of the votes.

⁴ Their re­quest that the meet­ing be con­vened must be made in writ­ing. The items on the agenda and mo­tions must be in­cluded in the re­quest.

⁵ Where the board of dir­ect­ors fails to grant such a re­quest with­in a reas­on­able time, but at the most with­in 60 days, the re­quest­ing parties may re­quest the court to or­der that the meet­ing be con­vened.

¹ The shareholders shall be given access to the annual report and the audit reports at least20 days before the general meeting. If the documents are not electronically accessible, any shareholder may request that they be sent to them in good time.

² If the documents are not electronically accessible, any shareholder may for one year following the general meeting request that they be sent the annual report in the form approved by the general meeting together with the audit reports.

¹ Share­hold­ers may re­quest that items be placed on the agenda, provided they to­geth­er hold at least one of the fol­low­ing par­ti­cip­a­tions:

1.

in com­pan­ies whose shares are lis­ted on a stock ex­change: 0.5 per cent of the share cap­it­al or of the votes;

2.

in oth­er com­pan­ies: 5 per cent of the share cap­it­al or of the votes.

² Sub­ject to the same re­quire­ments, the share­hold­ers may re­quest that mo­tions re­lat­ing to items on the agenda be in­cluded in the no­tice con­ven­ing the gen­er­al meet­ing.

³ Share­hold­ers may sub­mit a brief ex­plan­a­tion when pla­cing an item on the agenda or tabling a mo­tion. This must be in­cluded in the no­tice con­ven­ing the gen­er­al meet­ing.

⁴ If the board of dir­ect­ors re­fuses to ac­cept a re­quest, the re­quest­ing parties may re­quest the court to or­der that items be placed on the agenda or that mo­tions and re­lated ex­plan­a­tions be in­cluded in the no­tice con­ven­ing the gen­er­al meet­ing.

⁵ At the gen­er­al meet­ing, any share­hold­er may table mo­tions in re­la­tion to the items on the agenda.

¹ The board of dir­ect­ors shall no­ti­fy the share­hold­ers that a gen­er­al meet­ing is to be con­vened at least 20 days be­fore the day of the meet­ing.

² The fol­low­ing in­form­a­tion must be in­cluded in the no­tice con­ven­ing the meet­ing:

1.

the date, the start­ing time, the form and the loc­a­tion of the gen­er­al meet­ing;

2.

the busi­ness to be dis­cussed;

3.

the mo­tions of the board of dir­ect­ors and, in the case of com­pan­ies whose shares are lis­ted on a stock ex­change, a short ex­plan­a­tion for these mo­tions;

4.

if ap­plic­able, the share­hold­ers’ mo­tions with a short ex­plan­a­tion of each;

5.

if ap­plic­able, the name and the ad­dress of the in­de­pend­ent vot­ing rep­res­ent­at­ive.

³ The board of directors shall ensure that the items on the agenda meet the requirement of unity of subject matter, and shall provide the general meeting with all the information that it requires to decide on its resolutions.

⁴ It may present the items on the agenda in the no­tice con­ven­ing the meet­ing in sum­mary form, provided it makes more de­tailed in­form­a­tion avail­able to the share­hold­ers in an­oth­er way.

¹ The own­ers or rep­res­ent­at­ives of all the com­pany’s shares may, if no ob­jec­tion is raised, hold a gen­er­al meet­ing without com­ply­ing with the ap­plic­able reg­u­la­tions on con­ven­ing meet­ings.

² This meet­ing may val­idly dis­cuss and pass bind­ing res­ol­u­tions on all mat­ters with­in the re­mit of the gen­er­al meet­ing, provided that the own­ers or rep­res­ent­at­ives of all the shares par­ti­cip­ate.

³ A gen­er­al meet­ing may also be held without com­ply­ing with the ap­plic­able reg­u­la­tions on con­ven­ing meet­ings if the res­ol­u­tions are de­cided in writ­ing on pa­per or elec­tron­ic­ally, unless a shareholder or their representative requests an oral debate.

¹ The board of dir­ect­ors shall de­cide on the ven­ue for the gen­er­al meet­ing.

² No share­hold­er shall be un­duly ob­struc­ted in ex­er­cising their rights in con­nec­tion with the gen­er­al meet­ing by the choice of venue.

³ The gen­er­al meet­ing may be held in vari­ous loc­a­tions at the same time. In this case, the or­al con­tri­bu­tions of par­ti­cipants must be trans­mit­ted dir­ectly in sound and vis­ion to all ven­ues.

¹The general meeting may be held abroad if the articles of association so permit and the board of directors designate an independent voting representative in the notice convening the meeting.

²In the case of companies whose shares are not listed on a stock exchange, the board of directors may dispense with designating an independent voting representative provided all the shareholders agree.

The board of dir­ect­ors may provide that share­hold­ers who are not present at the gen­er­al meet­ing ven­ue are able to ex­er­cise their rights elec­tron­ic­ally.

¹ A gen­er­al meet­ing may be held with no ven­ue by elec­tron­ic means if the art­icles of as­so­ci­ation so per­mit and the board of dir­ect­ors des­ig­nate an in­de­pend­ent vot­ing rep­res­ent­at­ive in the no­tice con­ven­ing the meet­ing.

² In the case of com­pan­ies whose shares are not lis­ted on a stock ex­change, the articles of association may provide that the designation of an independent voting representative be dispensed with.

¹ The board of dir­ect­ors shall reg­u­late the use of elec­tron­ic means.

² It shall en­sure that:

1.

the iden­tity of the par­ti­cipants is es­tab­lished;

2.

the or­al con­tri­bu­tions at the gen­er­al meet­ing are dir­ectly trans­mit­ted;

3.

each par­ti­cipant can table mo­tions and par­ti­cip­ate in the de­bate;

4.

the res­ult of the vote can­not be fals­i­fied.

¹ If tech­nic­al prob­lems arise dur­ing the gen­er­al meet­ing, with the res­ult that the gen­er­al meet­ing can­not be duly con­duc­ted, the meet­ing must be held again.

² Res­ol­u­tions that the gen­er­al meet­ing has passed be­fore the tech­nic­al prob­lems arise re­main val­id.

¹ The board of dir­ect­ors shall take the meas­ures re­quired to de­term­ine who has the right to vote.

² It shall en­sure that minutes are kept. These re­cord:

1.

the date, the start­ing and end times, the form and the ven­ue of the gen­er­al meet­ing;

2.

the num­ber, the type, the nom­in­al value and the class of shares rep­res­en­ted, with de­tails of the shares rep­res­en­ted by the in­de­pend­ent vot­ing rep­res­ent­at­ive, by vot­ing rep­res­ent­at­ives for cor­por­ate bod­ies and by cus­todi­ans act­ing as rep­res­ent­at­ives;

3.

the res­ol­u­tions and res­ults of the elec­tions;

4.

the re­quests for in­form­a­tion made at the gen­er­al meet­ing and the an­swers giv­en in reply;

5.

the state­ments made by share­hold­ers for the re­cord;

6.

any sig­ni­fic­ant tech­nic­al prob­lems that arise dur­ing the gen­er­al meet­ing.⁵⁴⁷

³ The minutes must be signed by the minute-taker and by the per­son chair­ing the gen­er­al meet­ing.⁵⁴⁸

⁴ Any shareholder may request access to the minutes within 30 days following the general meeting.⁵⁴⁹

⁵ In the case of com­pan­ies whose shares are lis­ted on a stock ex­change, the res­ol­u­tions and the elec­tion res­ults with de­tails of the ex­act the per­cent­age of votes for and against shall be made elec­tron­ic­ally ac­cess­ible with­in 15 days fol­low­ing the gen­er­al meet­ing.⁵⁵⁰

¹ If mem­bers of the board of dir­ect­ors or the ex­ec­ut­ive board par­ti­cip­ate in the gen­er­al meet­ing, they may make a state­ment on any item on the agenda.

² The board of dir­ect­ors may table mo­tions on any item on the agenda.

¹ Un­less oth­er­wise provided by law or the art­icles of as­so­ci­ation, the gen­er­al meet­ing shall pass res­ol­u­tions and con­duct elec­tions by a ma­jor­ity of the shares bear­ing vot­ing rights rep­res­en­ted.

² The articles of association may provide that in the event of a tie, the person chairing the meeting has the casting vote.

¹ A res­ol­u­tion by the gen­er­al meet­ing re­quires at least two-thirds of the votes rep­res­en­ted and a ma­jor­ity of the nom­in­al value of shares rep­res­en­ted for each of the fol­low­ing:

1.

any amend­ment of the com­pany’s ob­jects;

2.

the consolidation of shares, unless the consent of all the shareholders concerned is required;

3.

a cap­it­al in­crease from equity cap­it­al, in re­turn for con­tri­bu­tions in kind or by off­set with a claim, and the grant­ing of spe­cial priv­ileges;

4.

the restriction or cancellation of the subscription right;

5.

the in­tro­duc­tion of con­tin­gent cap­it­al, the in­tro­duc­tion of a cap­it­al band or the cre­ation of re­serve cap­it­al in ac­cord­ance with Art­icle 12 of the Bank­ing Act of 8 Novem­ber 1934⁵⁵⁴;

6.

the con­ver­sion of par­ti­cip­a­tion cer­ti­fic­ates in­to shares;

7.

any re­stric­tion on the trans­fer­ab­il­ity of re­gistered shares;

8.

the in­tro­duc­tion of shares with pref­er­en­tial right to vote;

9.

any change in the currency of the share capital;

10.

the introduction of a casting vote for the person chairing the general meeting;

11.

a provision of the articles of association on holding the general meeting abroad;

12.

the del­ist­ing of the equity se­cur­it­ies of the com­pany;

13.

the re­lo­ca­tion of the seat of the com­pany;

14.

the in­tro­duc­tion of an ar­bit­ra­tion clause in the art­icles of as­so­ci­ation;

15.

dispensing with the designation of an independent voting representative for conducting a virtual general meeting in the case of companies whose shares are not listed on a stock exchange;

16.

the dis­sol­u­tion of the com­pany.⁵⁵⁵

² Pro­vi­sions of the art­icles of as­so­ci­ation which stip­u­late that lar­ger ma­jor­it­ies than those pre­scribed by law are re­quired in or­der to make cer­tain res­ol­u­tions may them­selves be in­tro­duced, amended or re­pealed only with the ma­jor­ity spe­cified.⁵⁵⁶

³ Re­gistered share­hold­ers who did not vote in fa­vour of a res­ol­u­tion to amend the com­pany’s ob­jects or to in­tro­duce shares with pref­er­en­tial right to vote are not bound by re­stric­tions on the trans­fer­ab­il­ity of their shares im­posed by the art­icles of as­so­ci­ation for the six months fol­low­ing pub­lic­a­tion of such res­ol­u­tions in the Swiss Of­fi­cial Gaz­ette of Com­merce.

The res­ol­u­tion of the gen­er­al meet­ing on con­vert­ing bear­er shares in­to re­gistered shares may be passed by a ma­jor­ity of votes cast. The art­icles of as­so­ci­ation must not im­pede the con­ver­sion.

No resolutions may be passed on motionsre­lat­ing to agenda items for which due no­tice has not been giv­en; ex­cep­tions to this are mo­tions to con­vene an ex­traordin­ary gen­er­al meet­ing or to carry out a spe­cial audit and to ap­point an ex­tern­al aud­it­or.

¹ The gen­er­al meet­ing may re­move any per­sons that it has elec­ted.⁵⁶⁰

² The claims for com­pens­a­tion of per­sons thus dis­missed are re­served.

¹ The board of dir­ect­ors and every share­hold­er may chal­lenge res­ol­u­tions of the gen­er­al meet­ing which vi­ol­ate the law or the art­icles of as­so­ci­ation by bring­ing ac­tion against the com­pany be­fore the court.

² In par­tic­u­lar, chal­lenges may be brought against res­ol­u­tions which:

1.

re­move or re­strict the rights of share­hold­ers in breach of the law or the art­icles of as­so­ci­ation;

2.

re­move or re­strict the rights of share­hold­ers in an im­prop­er man­ner;

3.

give rise to the un­equal treat­ment or dis­ad­vantaging of the share­hold­ers in a man­ner not jus­ti­fied by the com­pany’s ob­jects;

4.

trans­form the com­pany in­to a non-profit or­gan­isa­tion without the con­sent of all the share­hold­ers.⁵⁶²

^3–4 …⁵⁶³

⁵ A court judg­ment that an­nuls a res­ol­u­tion made by the gen­er­al meet­ing is ef­fect­ive for and against all the share­hold­ers.

¹ The right to chal­lenge shall lapse if the ac­tion is not brought with­in two months of the gen­er­al meet­ing.

² Where the board of dir­ect­ors is the claimant, the court shall ap­point a rep­res­ent­at­ive for the com­pany.

³ …⁵⁶⁵

In par­tic­u­lar, res­ol­u­tions of the gen­er­al meet­ing shall be void if they:

1.

re­move or re­strict the right to par­ti­cip­ate in the gen­er­al meet­ing, the min­im­um right to vote, the right to take leg­al ac­tion or oth­er share­hold­er rights that are man­dat­ory in law;

2.

re­strict the share­hold­ers’ rights of con­trol bey­ond the leg­ally per­miss­ible de­gree, or

3.

dis­reg­ard the ba­sic struc­tures of the com­pany lim­ited by shares or the pro­vi­sions on cap­it­al pro­tec­tion.

¹ The com­pany’s board of dir­ect­ors com­prises one or more mem­bers.⁵⁷⁰

² …⁵⁷¹

³ Where a leg­al en­tity or com­mer­cial com­pany holds an equity par­ti­cip­a­tion in the com­pany, it is not eli­gible as such to serve as a mem­ber of the board of dir­ect­ors; however, its rep­res­ent­at­ive may be elec­ted in its stead.

¹ Where two or more dif­fer­ent classes of shares ex­ist with re­gard to vot­ing or prop­erty rights, the art­icles of as­so­ci­ation must stip­u­late that the share­hold­ers of each dif­fer­ent class of shares are en­titled to elect at least one rep­res­ent­at­ive to the board of dir­ect­ors.

² The art­icles of as­so­ci­ation may con­tain spe­cial pro­vi­sions to pro­tect minor­it­ies or spe­cif­ic groups of share­hold­ers.

¹ The term of of­fice of mem­bers of the board of dir­ect­ors of com­pan­ies whose shares are lis­ted on a stock ex­change shall end at the latest on con­clu­sion of the next or­din­ary gen­er­al meet­ing. Mem­bers are elec­ted in­di­vidu­ally.

² In the case of com­pan­ies whose shares are not lis­ted on a stock ex­change, the term of of­fice amounts to three years, unless the articles of association provide otherwise; however, the term of of­fice must not ex­ceed six years. Membersare elec­ted in­di­vidu­ally, unless the articles of association provide otherwise or the person chairing the general meeting issues a different order with the consent of all the shareholders represented.

³ Re-elec­tion is pos­sible.

¹ In the case of com­pan­ies whose shares are lis­ted on a stock ex­change, the gen­er­al meet­ing shall elect one of the mem­bers of the board of dir­ect­ors to be chair. The chair’s term of of­fice ends at the latest on con­clu­sion of the next or­din­ary gen­er­al meet­ing.

² In the case of com­pan­ies whose shares are not lis­ted on a stock ex­change, the board of dir­ect­ors shall elect one of its mem­bers to be chair. The art­icles of as­so­ci­ation may stip­u­late that the chair be elec­ted by the gen­er­al meet­ing.

³ Re-elec­tion is pos­sible.

⁴ If the of­fice of chair be­comes va­cant, the board of dir­ect­ors shall ap­point a new chair for the re­main­ing term of of­fice. The art­icles of as­so­ci­ation may provide for dif­fer­ent rules on rem­edy­ing this or­gan­isa­tion­al de­fi­ciency.

¹ Res­ol­u­tions of the board of dir­ect­ors are passed by a ma­jor­ity of the votes cast. The chair­man has a cast­ing vote, un­less the art­icles of as­so­ci­ation provide oth­er­wise.

² The board of dir­ect­ors may pass its res­ol­u­tions:

1.

at a meet­ing that has a phys­ic­al ven­ue;

2.

by us­ing elec­tron­ic means, applying Articles701c–701emutatis mutandis;

3.

in writ­ing on pa­per or elec­tron­ic­ally, un­less a mem­ber re­quests that it be de­bated or­ally. If the resolution is passed electronically, no signature is required, unless the board of directors specify a different requirement in writing.⁵⁷⁹

³ Minutes shall be kept of the board’s dis­cus­sions and res­ol­u­tions; these shall be signed by the chair and by the minute-taker.⁵⁸⁰

The grounds for the nullity of res­ol­u­tions by the gen­er­al meet­ing ap­ply mu­tatis mutandis to res­ol­u­tions by the board of dir­ect­ors.

Any mem­ber of the board of dir­ect­ors may re­quest that the chair con­vene a meet­ing without delay, but must state the reas­ons for his re­quest.

¹ Any mem­ber of the board of dir­ect­ors may re­quest in­form­a­tion on any com­pany busi­ness.

² At meet­ings, all mem­bers of the board of dir­ect­ors and all per­sons en­trus­ted with man­aging the com­pany’s busi­ness are ob­liged to give in­form­a­tion.

³ Out­side meet­ings, any mem­ber may re­quest in­form­a­tion from the per­sons en­trus­ted with man­aging the com­pany’s busi­ness con­cern­ing the com­pany’s busi­ness per­form­ance and, with the chair’s au­thor­isa­tion, spe­cif­ic trans­ac­tions.

⁴ Where re­quired for the per­form­ance of their du­ties, any mem­ber may re­quest the chair to have books of ac­count and doc­u­ments made avail­able to them for in­spec­tion.

⁵ If the chair re­fuses a re­quest for in­form­a­tion, a re­quest to be heard or an ap­plic­a­tion to in­spect doc­u­ments, the board of dir­ect­ors shall rule on the mat­ter.

⁶ Rul­ings or res­ol­u­tions of the board of dir­ect­ors con­fer­ring on the dir­ect­ors more ex­tens­ive rights to ob­tain in­form­a­tion or in­spect doc­u­ments are re­served.

¹ The board of dir­ect­ors may pass res­ol­u­tions on all mat­ters not re­served to the gen­er­al meet­ing by law or the art­icles of as­so­ci­ation.

² The board of dir­ect­ors shall man­age the busi­ness of the com­pany, un­less re­spons­ib­il­ity for such man­age­ment has been del­eg­ated.

¹ The board of dir­ect­ors shall have the fol­low­ing non-trans­fer­able and in­ali­en­able du­ties:

1.

the over­all man­age­ment of the com­pany and is­su­ing the re­quired dir­ect­ives;

2.

de­term­in­ing the com­pany’s or­gan­isa­tion;

3.

or­gan­ising the ac­count­ing, fin­an­cial con­trol and fin­an­cial plan­ning sys­tems as re­quired for man­age­ment of the com­pany;

4.

ap­point­ing and dis­miss­ing per­sons en­trus­ted with man­aging and rep­res­ent­ing the com­pany;

5.

over­all su­per­vi­sion of the per­sons en­trus­ted with man­aging the com­pany, in par­tic­u­lar with re­gard to com­pli­ance with the law, art­icles of as­so­ci­ation, op­er­a­tion­al reg­u­la­tions and dir­ect­ives;

6.

com­pil­ing the an­nu­al re­port⁵⁸⁶, pre­par­ing for the gen­er­al meet­ing and im­ple­ment­ing its res­ol­u­tions;

7.⁵⁸⁷

filing an application for a debt restructuring moratorium andno­ti­fy­ing the court in the event that the com­pany is over­indebted;

8.⁵⁸⁸

in the case of com­pan­ies whose shares are lis­ted on a stock ex­change: pre­par­ing the re­mu­ner­a­tion re­port.

² The board of dir­ect­ors may as­sign re­spons­ib­il­ity for pre­par­ing and im­ple­ment­ing its res­ol­u­tions or mon­it­or­ing trans­ac­tions to com­mit­tees or in­di­vidu­al mem­bers. It must en­sure ap­pro­pri­ate re­port­ing to its mem­bers.

¹ Unless the articles of association provide otherwise, the board of directors may delegate the man­age­ment of all or part of the com­pany’s busi­ness in accordance with organisational regulations to individual members or third parties (executive board).

² In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities.

³ The organisational regulations shallreg­u­late the man­age­ment of the com­pany’s busi­ness, stip­u­late the bod­ies re­quired to carry this out, define their du­ties and, in par­tic­u­lar, reg­u­late the com­pany’s in­tern­al re­port­ing.

⁴ On re­quest, the board of dir­ect­ors shall is­sue in­form­a­tion in writ­ing or electronically con­cern­ing the or­gan­isa­tion of the busi­ness man­age­ment to share­hold­ers and com­pany cred­it­ors with a demon­strable in­terest war­rant­ing pro­tec­tion.

⁵Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors.

¹ The mem­bers of the board of dir­ect­ors and third parties en­gaged in man­aging the com­pany’s busi­ness must per­form their du­ties with all due di­li­gence and safe­guard the in­terests of the com­pany in good faith.

² They must af­ford the share­hold­ers equal treat­ment in like cir­cum­stances.

¹ The members of the board of directors and the executive board shall inform the board of directors immediately and comprehensively of any conflicts of interest affecting them.

²The board of directors shall take the measures required to safeguard the company’s interests.

¹ The board of dir­ect­ors shall rep­res­ent the com­pany ex­tern­ally. Un­less the art­icles of as­so­ci­ation or the or­gan­isa­tion­al reg­u­la­tions stip­u­late oth­er­wise, every mem­ber shall have the au­thor­ity to rep­res­ent the com­pany.

² The board of dir­ect­ors may del­eg­ate the task of rep­res­ent­a­tion to one or more mem­bers (man­aging dir­ect­ors) or third parties (ex­ec­ut­ive of­ficers).

³ At least one mem­ber of the board of dir­ect­ors must be au­thor­ised to rep­res­ent the com­pany.

⁴The com­pany must be able to be rep­res­en­ted by one per­son who is res­id­ent in Switzer­land. This per­son must be a mem­ber of the board of dir­ect­ors or an ex­ec­ut­ive of­ficer. They must have ac­cess to the share re­gister and to the re­gister un­der Art­icle 697l, un­less this re­gister is kept by a fin­an­cial in­ter­me­di­ary.⁵⁹⁴

¹ The per­sons with au­thor­ity to rep­res­ent the com­pany may carry out any leg­al acts on be­half of the com­pany that are con­sist­ent with the com­pany’s ob­jects.

² Any re­stric­tion of such au­thor­ity shall have no ef­fect against bona fide third parties; any pro­vi­sions gov­ern­ing ex­clus­ive rep­res­ent­a­tion of the prin­cip­al place of busi­ness or a branch of­fice or gov­ern­ing joint rep­res­ent­a­tion of the com­pany that are entered in the com­mer­cial re­gister are ex­cep­tions to this rule.

If the com­pany is rep­res­en­ted in the con­clu­sion of a con­tract by the per­son with whom it is con­clud­ing the con­tract, the con­tract must be done in writ­ing. This re­quire­ment does not ap­ply to con­tracts re­lat­ing to every­day busi­ness where the value of the com­pany's goods or ser­vices does not ex­ceed 1,000 francs.

The per­sons with au­thor­ity to rep­res­ent the com­pany must sign by ap­pend­ing their sig­na­ture to the busi­ness name of the com­pany.

The board of dir­ect­ors may ap­point re­gistered at­tor­neys and oth­er com­mer­cial agents.

The com­pany shall be li­able for any loss or dam­age caused by un­au­thor­ised acts car­ried out in the ex­er­cise of its busi­ness activ­it­ies by a per­son au­thor­ised to man­age or rep­res­ent the com­pany.

¹ The board of directors shall monitor the solvency of the company.

² If the company is threatened with insolvency, the board of directors shall take measures to ensure its solvency. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting. It shall, if necessary, apply for a debt restructuring moratorium.

³ The board of directors shall act with the required urgency.

¹ If the most re­cent an­nu­al ac­counts in­dic­ate that the as­sets less the li­ab­il­it­ies no longer cov­er half of the sum of the share cap­it­al, the statutory capital reserve not to be repaid to the shareholders and the statutory retained earnings, the board of directors shall take measures to rectify the loss of capital. It shall take, where necessary, further measures to restructure the company or shall request the general meeting to approve such measures if they fall within the competence of the general meeting.

² If the com­pany does not have an ex­tern­al aud­it­or, the most re­cent an­nu­al ac­counts must also un­der­go a lim­ited audit by a li­censed aud­it­or be­fore their ap­prov­al by the gen­er­al meet­ing. The board of directors shall appoint the licensed auditor.

³ The audit re­quire­ment in para­graph 2 does not ap­ply if the board of dir­ect­ors ap­plies for a debt re­struc­tur­ing morator­i­um.

⁴The board of directors and the external auditor or the licensed auditor shall act with the required urgency.

¹ If there is jus­ti­fied con­cern that the com­pany’s li­ab­il­it­ies are no longer covered by its as­sets, the board of dir­ect­ors shall im­me­di­ately pre­pare an in­ter­im ac­count at go­ing con­cern val­ues and sale val­ues. An in­ter­im ac­count at sale val­ues is not re­quired if it is as­sumed that the com­pany will con­tin­ue to op­er­ate and the in­ter­im ac­count at go­ing con­cern val­ues does not in­dic­ate over­indebted­ness. If it is as­sumed that the com­pany will not con­tin­ue to op­er­ate, an in­ter­im ac­count at sale val­ues is suf­fi­cient.

² The board of dir­ect­ors shall have the in­ter­im ac­counts audited by the ex­tern­al aud­it­or or if there is no ex­tern­al aud­it­or, by a li­censed aud­it­or; it shall appoint the licensed auditor.

³ If the com­pany is over­indebted ac­cord­ing to the two in­ter­im ac­counts, the board of dir­ect­ors shall no­ti­fy the court. The court shall open bank­ruptcy pro­ceed­ings or pro­ceed in ac­cord­ance with Art­icle 173a of the Fed­er­al Act of 11 April 1889⁶⁰⁷ on Debt En­force­ment and Bank­ruptcy.

⁴ No­ti­fic­a­tion of the court is not re­quired:

1.

if the com­pany’s cred­it­ors sub­or­din­ate their claims to those of all oth­er com­pany cred­it­ors to the ex­tent of the over­indebted­ness, provided the sub­or­din­a­tion of the amount due and the in­terest claims ap­ply for the dur­a­tion of the over­indebted­ness; or

2.

provided there is a reasonable prospect that the overindebtedness can be remedied within a reasonable period, but no later than 90 days after submission of the audited interim accounts, and that the claims of the creditors are not additionally jeopardised.

⁵ If the com­pany does not have an ex­tern­al aud­it­or, the li­censed aud­it­or must com­ply with the re­port­ing du­ties of the ex­tern­al aud­it­or con­duct­ing a lim­ited audit.

⁶ The board of dir­ect­ors and the ex­tern­al aud­it­or or the li­censed aud­it­or shall act with the re­quired ur­gency.

¹ In or­der to rem­edy a loss of cap­it­al in ac­cord­ance with Art­icle 725a or over­indebted­ness in ac­cord­ance with Art­icle 725b, im­mov­able prop­erty and par­ti­cip­a­tions whose true value has ex­ceeded their ac­quis­i­tion or pro­duc­tion costs may be re­val­ued at a max­im­um of the true value. The amount of the re­valu­ation shall be shown sep­ar­ately un­der the stat­utory re­tained earn­ings as the re­valu­ation re­serve.

² Re­valu­ation is per­mit­ted only if the ex­tern­al aud­it­or or, if there is no ex­tern­al aud­it­or, a li­censed aud­it­or con­firms in writ­ing that the stat­utory pro­vi­sions have been com­plied with.

³ The re­valu­ation re­serve may only be dis­solved by con­ver­sion in­to share or par­ti­cip­a­tion cap­it­al and by valu­ation ad­just­ment or sale of the re­val­ued as­sets.

¹ The board of dir­ect­ors may dis­miss com­mit­tees, man­aging dir­ect­ors, ex­ec­ut­ive of­ficers, re­gistered at­tor­neys and oth­er com­mer­cial agents that it has ap­poin­ted at any time.

² The re­gistered at­tor­neys and com­mer­cial agents ap­poin­ted by the gen­er­al meet­ing may be sus­pen­ded from their du­ties at any time by the board of dir­ect­ors, provid­ing a gen­er­al meet­ing is con­vened im­me­di­ately.

³ Claims for com­pens­a­tion by per­sons dis­missed or sus­pen­ded are re­served.

¹ The fol­low­ing com­pan­ies must have their an­nu­al ac­counts and if ap­plic­able their con­sol­id­ated ac­counts re­viewed by an ex­tern­al aud­it­or in an or­din­ary audit:

1.

Pub­licly traded com­pan­ies; these are com­pan­ies that:

a.

have equity se­cur­it­ies lis­ted on a stock ex­change,

b.

have bonds out­stand­ing,

c.

con­trib­ute at least 20 per cent of the as­sets or of the turnover to the con­sol­id­ated ac­counts of a com­pany in terms of let­ter a or b;

2.⁶¹¹

Com­pan­ies that ex­ceed two of the fol­low­ing thresholds in two suc­cess­ive fin­an­cial years:

a.

a bal­ance sheet total of 20 mil­lion francs,

b.

sales rev­en­ue of 40 mil­lion francs,

c.

250 full-time po­s­i­tions on an­nu­al av­er­age;

3.

Com­pan­ies that are re­quired to pre­pare con­sol­id­ated ac­counts.

^1bis If the fin­an­cial re­port­ing is not car­ried out in francs, in or­der to as­cer­tain the val­ues in ac­cord­ance with para­graph 1 num­ber 2, the ex­change rate as at the bal­ance sheet date shall be ap­plied for the bal­ance sheet total and the an­nu­al av­er­age ex­change rate for the sales rev­en­ue.⁶¹²

² An or­din­ary audit must be car­ried out if share­hold­ers who rep­res­ent at least 10 per cent of the share cap­it­al so re­quest.

³ If the law does not re­quire an or­din­ary audit of the an­nu­al ac­counts, the art­icles of as­so­ci­ation may provide or the gen­er­al meet­ing may de­cide that the an­nu­al ac­counts be sub­jec­ted to an or­din­ary audit.

¹ If the re­quire­ments for an or­din­ary audit are not met, the com­pany must have its an­nu­al ac­counts re­viewed by an ex­tern­al aud­it­or in a lim­ited audit.

² With the con­sent of all the share­hold­ers, a lim­ited audit may be dis­pensed with if the com­pany does not have more than ten full-time em­ploy­ees on an­nu­al av­er­age. Dis­pens­ing with the audit is only per­mit­ted for fu­ture fin­an­cial years and no­ti­fic­a­tion there­of must be giv­en to the com­mer­cial re­gister of­fice be­fore the start of the fin­an­cial year.⁶¹³

^2bis The an­nu­al ac­counts for the most re­cently com­pleted fin­an­cial year must be en­closed with no­ti­fic­a­tion to the com­mer­cial re­gister that the audit is be­ing dis­pensed with.⁶¹⁴

³ The board of dir­ect­ors may re­quest the share­hold­ers in writ­ing for their con­sent. It may set a peri­od of at least 20 days for reply and give no­tice that fail­ure to reply will be re­garded as con­sent.

⁴ If the share­hold­ers have dis­pensed with a lim­ited audit, this also ap­plies for sub­sequent years. Any share­hold­er has however the right, at the latest 10 days be­fore the gen­er­al meet­ing, to re­quest a lim­ited audit. In such an event, the gen­er­al meet­ing must ap­point the ex­tern­al aud­it­or.

⁵ The board of dir­ect­ors shall amend the art­icles of as­so­ci­ation to the ex­tent re­quired and ap­ply to the com­mer­cial re­gister for the de­le­tion or the re­gis­tra­tion of the ex­tern­al aud­it­or.

¹ Pub­licly traded com­pan­ies must ap­point as an ex­tern­al aud­it­or an audit com­pany un­der state over­sight in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005⁶¹⁵. They must also ar­range for audits that must be car­ried out in terms of the stat­utory pro­vi­sions by a li­censed aud­it­or or a li­censed audit ex­pert to be car­ried out by a state su­per­vised audit com­pany.

² Oth­er com­pan­ies that are re­quired to have an or­din­ary audit must ap­point as ex­tern­al aud­it­or a li­censed audit ex­pert in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005. They must also ar­range for audits that must be car­ried out in terms of the stat­utory pro­vi­sions by a li­censed aud­it­or to be car­ried out by a li­censed audit ex­pert.

Com­pan­ies that are re­quired to have a lim­ited audit must ap­point as ex­tern­al aud­it­or a li­censed aud­it­or in terms of the Aud­it­or Over­sight Act of 16 Decem­ber 2005⁶¹⁶.

¹ The ex­tern­al aud­it­or must be in­de­pend­ent and form its audit opin­ion ob­ject­ively. Its true or ap­par­ent in­de­pend­ence must not be ad­versely af­fected.

² The fol­low­ing are in par­tic­u­lar not com­pat­ible with in­de­pend­ence:

1.

mem­ber­ship of the board of dir­ect­ors, any oth­er de­cision-mak­ing func­tion in the com­pany or any em­ploy­ment re­la­tion­ship with it;

2.

a dir­ect or sig­ni­fic­ant in­dir­ect par­ti­cip­a­tion in the share cap­it­al or a sub­stan­tial claim against or debt due to the com­pany;

3.

a close re­la­tion­ship between the per­son man­aging the audit and a mem­ber of the board of dir­ect­ors, an­oth­er per­son in a de­cision-mak­ing func­tion, or a ma­jor share­hold­er;

4.

the in­volve­ment in the ac­count­ing or the pro­vi­sion of any oth­er ser­vices which give rise to a risk that the ex­tern­al aud­it­or will have to re­view its own work;

5.

the as­sump­tion of a duty that leads to eco­nom­ic de­pend­ence;

6.

the con­clu­sion of a con­tract on non-mar­ket con­di­tions or of a con­tract that es­tab­lishes an in­terest on the part of the ex­tern­al aud­it­or in the res­ult of the audit;

7.

the ac­cept­ance of valu­able gifts or of spe­cial priv­ileges.

³ The pro­vi­sions on in­de­pend­ence ap­ply to all per­sons in­volved in the audit. If the ex­tern­al aud­it­or is a part­ner­ship or a leg­al en­tity, then the pro­vi­sions on in­de­pend­ence also ap­ply to the mem­bers of the su­preme man­age­ment or ad­min­is­trat­ive body and to oth­er per­sons with a de­cision-mak­ing func­tion.

⁴ Em­ploy­ees of the ex­tern­al aud­it­or that are not in­volved in the audit may not be mem­bers of the board of dir­ect­ors or ex­er­cise any oth­er de­cision-mak­ing func­tion in the com­pany be­ing audited.

⁵ There is no in­de­pend­ence if per­sons who do not meet the re­quire­ments of in­de­pend­ence are closely as­so­ci­ated with the ex­tern­al aud­it­or, per­sons in­volved in the audit, the mem­bers of the su­preme man­age­ment or ad­min­is­trat­ive bod­ies or oth­ers per­sons with a de­cision-mak­ing func­tion.

⁶ The pro­vi­sions on in­de­pend­ence also ap­ply to un­der­tak­ings con­trolled by the com­pany or the ex­tern­al aud­it­or or that con­trol the com­pany or the ex­tern­al aud­it­or.⁶¹⁷

¹ The ex­tern­al aud­it­or shall ex­am­ine wheth­er:

1.

the an­nu­al ac­counts and, if ap­plic­able, the con­sol­id­ated ac­counts com­ply with the stat­utory pro­vi­sions, the art­icles of as­so­ci­ation and the chosen set of fin­an­cial re­port­ing stand­ards;

2.

the mo­tion made by the board of dir­ect­ors to the gen­er­al meet­ing on the al­loc­a­tion of the bal­ance sheet profit com­plies with the stat­utory pro­vi­sions and the art­icles of as­so­ci­ation;

3.

there is an in­tern­al sys­tem of con­trol;

4.⁶¹⁸

in the case of com­pan­ies whose shares are lis­ted on a stock ex­change, the re­mu­ner­a­tion re­port com­plies with the stat­utory rules and the art­icles of as­so­ci­ation.

² The ex­tern­al aud­it­or takes ac­count of the in­tern­al sys­tem of con­trol when car­ry­ing out the audit and in de­term­in­ing the ex­tent of the audit.

³ The man­age­ment of the board of dir­ect­ors is not the sub­ject mat­ter of the audit car­ried out by the ex­tern­al aud­it­or.

¹ The ex­tern­al aud­it­or provides the board of dir­ect­ors with a com­pre­hens­ive re­port with con­clu­sions on the fin­an­cial re­port­ing, the in­tern­al sys­tem of con­trol as well as the con­duct and the res­ult of the audit.

² The ex­tern­al aud­it­or provides the gen­er­al meet­ing with a sum­mary re­port in writ­ing on the res­ult of the audit. This re­port con­tains:

1.

an as­sess­ment on the res­ult of the audit;

2.

in­form­a­tion on in­de­pend­ence;

3.

in­form­a­tion on the per­son who man­aged the audit and on his spe­cial­ist qual­i­fic­a­tions;

4.

a re­com­mend­a­tion on wheth­er the an­nu­al ac­counts and the con­sol­id­ated ac­counts should be ap­proved or re­jec­ted with or without qual­i­fic­a­tion.

³ Both re­ports must be signed by the per­son who man­aged the audit.

¹ If the ex­tern­al aud­it­or finds that there have been in­fringe­ments of the law, the art­icles of as­so­ci­ation or the or­gan­isa­tion­al reg­u­la­tions, it shall give no­tice of this to the board of dir­ect­ors in writ­ing.

² In ad­di­tion, it in­forms the gen­er­al meet­ing of any in­fringe­ments of the law or the art­icles of as­so­ci­ation, if:

1.

these are ma­ter­i­al; or

2.

the board of dir­ect­ors fails to take any ap­pro­pri­ate meas­ures on the basis of writ­ten no­tice giv­en by the ex­tern­al aud­it­or.

³ If the com­pany is clearly over­indebted and the board of dir­ect­ors fails to no­ti­fy the court of this, then the ex­tern­al aud­it­or will no­ti­fy the court.

¹ The ex­tern­al aud­it­or must be in­de­pend­ent and form its audit opin­ion ob­ject­ively. Its true or ap­par­ent in­de­pend­ence must not be ad­versely af­fected.

² In­volve­ment in the ac­count­ing and the pro­vi­sion of oth­er ser­vices for the com­pany be­ing audited are per­mit­ted. In the event that the risk of audit­ing its own work arises, a re­li­able audit must be en­sured by means of suit­able or­gan­isa­tion­al and staff­ing meas­ures.

¹ The ex­tern­al aud­it­or ex­am­ines wheth­er there are cir­cum­stances that in­dic­ate that:

1.

the an­nu­al ac­counts do not com­ply with the stat­utory pro­vi­sions or the art­icles of as­so­ci­ation;

2.

the mo­tion made by the board of dir­ect­ors to the gen­er­al meet­ing on the al­loc­a­tion of the bal­ance sheet profit does not com­ply with the stat­utory pro­vi­sions and the art­icles of as­so­ci­ation.

² The audit shall be lim­ited to con­duct­ing in­ter­views, ana­lyt­ic­al audit activ­it­ies and ap­pro­pri­ate de­tailed in­spec­tions.

³ The man­age­ment of the board of dir­ect­ors is not the sub­ject mat­ter of the audit car­ried out by the ex­tern­al aud­it­or.

¹ The ex­tern­al aud­it­or provides the gen­er­al meet­ing with a sum­mary re­port in writ­ing on the res­ult of the audit. This re­port con­tains:

1.

a ref­er­ence to the lim­ited nature of the audit;

2.

an as­sess­ment on the res­ult of the audit;

3.

in­form­a­tion on in­de­pend­ence and, if ap­plic­able, on par­ti­cip­a­tion in ac­count­ing and oth­er ser­vices provided to the com­pany be­ing audited;

4.

in­form­a­tion on the per­son who man­aged the audit, and on his spe­cial­ist qual­i­fic­a­tions.

² The re­port must be signed by the per­son who man­aged the audit.

If the com­pany is ob­vi­ously over­indebted and the board of dir­ect­ors fails to no­ti­fy the court, then the ex­tern­al aud­it­or will no­ti­fy the court.

¹ The gen­er­al meet­ing shall ap­point the ex­tern­al aud­it­or.

² One or more nat­ur­al per­sons or leg­al en­tit­ies or part­ner­ships may be ap­poin­ted.

³ Pub­lic audit of­fices or their em­ploy­ees may also be ap­poin­ted as ex­tern­al aud­it­or provided they meet the re­quire­ments of this Code. The pro­vi­sions on in­de­pend­ence ap­ply mu­tatis mutandis.

⁴ At least one mem­ber of the ex­tern­al aud­it­or must be res­id­ent in Switzer­land, or have its re­gistered of­fice or a re­gistered branch of­fice in Switzer­land.

¹ The ex­tern­al aud­it­or shall be ap­poin­ted for a peri­od of one up to three fin­an­cial years. Its term of of­fice ends on the ad­op­tion of the an­nu­al ac­counts for the fi­nal year. Re-ap­point­ment is pos­sible.

² In the case of an or­din­ary audit, the per­son who man­ages the audit may ex­er­cise his man­date for sev­en years at the most. He may only ac­cept the same man­date again after an in­ter­rup­tion of three years.

³ If an ex­tern­al aud­it­or resigns, it must no­ti­fy the board of dir­ect­ors of the reas­ons; the board of dir­ect­ors in­forms the next gen­er­al meet­ing of these reas­ons.

⁴ The gen­er­al meet­ing may only re­move the ex­tern­al aud­it­or for good cause.⁶²⁰

¹ The board of dir­ect­ors shall provide the ex­tern­al aud­it­or with all the doc­u­ments and in­form­a­tion that it re­quires, in writ­ing if so re­ques­ted.

² The ex­tern­al aud­it­or shall safe­guard the busi­ness secrets of the com­pany in its as­sess­ments, un­less it is re­quired by law to dis­close such in­form­a­tion. In its re­ports, in sub­mit­ting no­tices and in provid­ing in­form­a­tion to the gen­er­al meet­ing, it safe­guards the busi­ness secrets of the com­pany.

¹ The ex­tern­al aud­it­or must doc­u­ment all audit ser­vices and keep audit re­ports and any oth­er es­sen­tial doc­u­ments for at least ten years. It must en­sure that elec­tron­ic data can be made read­able for the same peri­od.

² The doc­u­ments must make it pos­sible to con­firm com­pli­ance with the stat­utory pro­vi­sions in an ef­fi­cient man­ner.

¹ In com­pan­ies that are re­quired to have their an­nu­al ac­counts and, if ap­plic­able, their con­sol­id­ated ac­counts re­viewed by an ex­tern­al aud­it­or, the audit re­port must be sub­mit­ted be­fore the an­nu­al ac­counts and the con­sol­id­ated ac­counts are ap­proved at the gen­er­al meet­ing and a res­ol­u­tion is passed on the al­loc­a­tion of the bal­ance sheet profit.

² If an or­din­ary audit is car­ried out, the ex­tern­al aud­it­or must be present at the gen­er­al meet­ing. The gen­er­al meet­ing may waive the pres­ence of the ex­tern­al aud­it­or by un­an­im­ous res­ol­u­tion.

³ If the re­quired audit re­port is not sub­mit­ted, the res­ol­u­tions on the ap­prov­al of the an­nu­al ac­counts and the con­sol­id­ated ac­counts and on the al­loc­a­tion of the bal­ance sheet profit are null and void. If the pro­vi­sions on the pres­ence of the ex­tern­al aud­it­or are in­fringed, these res­ol­u­tions may be chal­lenged.

¹ The art­icles of as­so­ci­ation and the gen­er­al meet­ing may spe­cify de­tails on the or­gan­isa­tion of the ex­tern­al aud­it­or in more de­tail and ex­pand its range of du­ties.

² The ex­tern­al aud­it­or may not be as­signed du­ties of the board of dir­ect­ors, or du­ties that ad­versely af­fect its in­de­pend­ence.

³ The gen­er­al meet­ing may ap­point ex­perts to audit the man­age­ment or in­di­vidu­al as­pects there­of.

¹ Any share­hold­er or cred­it­or may re­quest the court to take the re­quired meas­ures if a com­pany has any of the fol­low­ing or­gan­isa­tion­al de­fects:

1.

The com­pany lacks any of the re­quired cor­por­ate bod­ies.

2.

A re­quired cor­por­ate body is not com­posed cor­rectly.

3.

The com­pany is not keep­ing the share re­gister or the re­gister of its re­por­ted be­ne­fi­cial own­ers in ac­cord­ance with the reg­u­la­tions.

4.

The com­pany has is­sued bear­er shares without hav­ing equity se­cur­it­ies lis­ted on a stock ex­change or or­gan­ising the bear­er shares as in­ter­me­di­ated se­cur­it­ies.

5.

The com­pany is no longer leg­ally dom­i­ciled at its seat.⁶²²

^1bisThe court may in par­tic­u­lar:

1.

al­low the com­pany a peri­od of time, un­der threat of its dis­sol­u­tion, with­in which to re-es­tab­lish the law­ful situ­ation;

2.

ap­point the re­quired cor­por­ate body or an ad­min­is­trat­or;

3.

dis­solve the com­pany and or­der its li­quid­a­tion ac­cord­ing to the reg­u­la­tions on in­solv­ency pro­ceed­ings.⁶²³

² If the court ap­points the re­quired cor­por­ate body or an ad­min­is­trat­or, it de­term­ines the dur­a­tion for which the ap­point­ment is val­id. It shall re­quires the com­pany to bear the costs and to make an ad­vance pay­ment to the ap­poin­ted per­sons.

³ If there is good cause, the com­pany may re­quest the court to re­move the per­sons the court has ap­poin­ted.

⁴ The li­quid­at­ors ap­poin­ted to li­quid­ate the com­pany un­der the bank­ruptcy pro­vi­sions shall no­ti­fy the court as soon as they es­tab­lish over­indebted­ness; the court opens the bank­ruptcy pro­ceed­ings.⁶²⁴

¹ The pro­vi­sions of this sec­tion ap­ply to com­pan­ies whose shares are lis­ted on a stock ex­change.

² Oth­er com­pan­ies may provide in their art­icles of as­so­ci­ation that they ap­ply this sec­tion in full or in part.

Re­pealed

¹ The gen­er­al meet­ing shall elect the members of the remuneration committee individually.

² Only members of the board of directors may be elected.

³ The term of of­fice ends on con­clu­sion of the next or­din­ary gen­er­al meet­ing. Re-elec­tion is pos­sible.

⁴ If there are any va­can­cies on the re­mu­ner­a­tion com­mit­tee, the board of dir­ect­ors shall ap­point the mem­bers re­quired for the re­main­ing term of of­fice. The art­icles of as­so­ci­ation may provide for oth­er rules on rem­edy­ing this or­gan­isa­tion­al de­fi­ciency.

⁵ The art­icles of as­so­ci­ation shall reg­u­late the prin­ciples on the du­ties and re­spons­ib­il­it­ies of the re­mu­ner­a­tion com­mit­tee.

¹ The board of dir­ect­ors shall pre­pare a writ­ten re­mu­ner­a­tion re­port each year.

² The pro­vi­sions of the thirty-second title on the prin­ciples of prop­er fin­an­cial re­port­ing, the present­a­tion, cur­rency and lan­guage and the keep­ing and re­ten­tion of the com­pany ledgers ap­ply mu­tatis mutandis to the re­mu­ner­a­tion re­port.

³ The pro­vi­sions gov­ern­ing no­tice and pub­lic­a­tion of the an­nu­al re­port ap­ply mu­tatis mutandis to no­tice and pub­lic­a­tion of the re­mu­ner­a­tion re­port.

¹ The re­mu­ner­a­tion re­port shall spe­cify all the re­mu­ner­a­tion that the com­pany has paid dir­ectly or in­dir­ectly to:

1.

cur­rent mem­bers of the board of dir­ect­ors;

2.

cur­rent mem­bers of the ex­ec­ut­ive board;

3.

cur­rent mem­bers of the board of ad­visors;

4.

former mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board or the board of ad­visors, provided they are con­nec­ted with their former activ­ity as a cor­por­ate body of the com­pany; the fore­go­ing does not ap­ply to oc­cu­pa­tion­al pen­sion be­ne­fits.

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.

ser­vices and be­ne­fits in kind;

4.

the al­loc­a­tion of equity se­cur­it­ies, and con­ver­sion and op­tion rights;

5.

join­ing bo­nuses;

6.

guar­an­tee and pledge com­mit­ments 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;

10.

com­pens­a­tion con­nec­ted with the pro­hib­i­tion of com­pet­i­tion.

³ The de­tails of the re­mu­ner­a­tion shall 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 amount for the board of ad­visors as a whole and the amount for each mem­ber, spe­cify­ing the name and func­tion of the mem­ber con­cerned;

4.

if applicable the names and functions of the members of the executive board to whom additional amounts have been paid.

¹ The re­mu­ner­a­tion re­port shall spe­cify:

1.

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

2.

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

² Art­icle 734a para­graph 3 ap­plies mu­tatis mutandis to the in­form­a­tion on loans and cred­it fa­cil­it­ies.

¹ The fol­low­ing shall be shown sep­ar­ately in the re­mu­ner­a­tion re­port:

1.

the re­mu­ner­a­tion that the com­pany has paid dir­ectly or in­dir­ectly on con­di­tions oth­er than the cus­tom­ary mar­ket con­di­tions to per­sons closely as­so­ci­ated with cur­rent or former mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board or the board of ad­visors;

2.

the loans and cred­it fa­cil­it­ies gran­ted on con­di­tions oth­er than the cus­tom­ary mar­ket con­di­tions to per­sons closely as­so­ci­ated with cur­rent or former mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board or the board of ad­visors which are still out­stand­ing.

² The names of the close as­so­ci­ates need not be provided.

³ The rules on in­form­a­tion on the re­mu­ner­a­tion of, and loans and cred­it fa­cil­it­ies gran­ted to mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors oth­er­wise ap­ply.

The re­mu­ner­a­tion re­port must in­dic­ate the par­ti­cip­a­tion rights in the com­pany and the op­tions on such rights of each cur­rent mem­ber of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors in­clud­ing the mem­ber’s close as­so­ci­ates, as well as provid­ing the name and func­tion of the mem­ber con­cerned.

¹ The remuneration report shall specify the functions of the members of the board of directors, the executive board and the board of advisors in other undertakings in accordance with Article 626 paragraph 2 number 1.

² The details shall include the name of the member and of the undertaking and the function exercised.

Un­less each gender makes up at least 30 per cent of the board of dir­ect­ors and 20 per cent of the ex­ec­ut­ive board, the fol­low­ing must be in­dic­ated in the re­mu­ner­a­tion re­port of com­pan­ies that ex­ceed the thresholds in Art­icle 727 para­graph 1 num­ber 2:

1.

the reas­ons why genders are not rep­res­en­ted as re­quired; and

2.

the meas­ures be­ing taken to in­crease rep­res­ent­a­tion of the less well rep­res­en­ted gender.

¹ The gen­er­al meet­ing shall vote on the re­mu­ner­a­tion that the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors dir­ectly or in­dir­ectly re­ceive from the com­pany.

² The art­icles of as­so­ci­ation shall reg­u­late the de­tails of the vote. They may reg­u­late the pro­ced­ure in the event that the gen­er­al meet­ing does not agree to the re­mu­ner­a­tion.

³ The fol­low­ing rules must be ob­served:

1.

The gen­er­al meet­ing shall vote an­nu­ally on the re­mu­ner­a­tion.

2.

The gen­er­al meet­ing shall vote sep­ar­ately on the total amount for the re­mu­ner­a­tion of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors.

3.

The vote of the gen­er­al meet­ing is bind­ing.

4.

If vari­able re­mu­ner­a­tion is voted on pro­spect­ively, the re­mu­ner­a­tion re­port must be sub­mit­ted to the gen­er­al meet­ing for an ad­vis­ory vote.

¹ In the event that the gen­er­al meet­ing votes pro­spect­ively on the re­mu­ner­a­tion of the ex­ec­ut­ive board, the art­icles of as­so­ci­ation may provide for an ad­di­tion­al amount for the re­mu­ner­a­tion of per­sons newly ap­poin­ted as mem­bers of the ex­ec­ut­ive board after the vote.

² The ad­di­tion­al amount may only be used if the total amount of re­mu­ner­a­tion for the ex­ec­ut­ive board agreed by the gen­er­al meet­ing is not suf­fi­cient to re­mu­ner­ate the new mem­bers un­til the next vote of the gen­er­al meet­ing.

³ The gen­er­al meet­ing does not vote on the ad­di­tion­al amount used.

¹ The term of the con­tracts gov­ern­ing the re­mu­ner­a­tion of the mem­bers of the board of dir­ect­ors may not ex­ceed their term of of­fice.

² The term of lim­ited con­tracts and the no­tice of ter­min­a­tion for un­lim­ited con­tracts that gov­ern the re­mu­ner­a­tion of the mem­bers of the ex­ec­ut­ive board and the board of ad­visors may amount to a max­im­um of one year.

The fol­low­ing re­mu­ner­a­tion for cur­rent and former mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors or for their close as­so­ci­ates is not per­mit­ted:

1.

sev­er­ance pay­ments that are con­trac­tu­ally agreed or provided for in the art­icles of as­so­ci­ation; re­mu­ner­a­tion that is due un­til the ter­min­a­tion of the con­tracts does not con­sti­tute a sev­er­ance pay­ment;

2.

com­pens­a­tion re­lated to a ban on com­pet­i­tion that ex­ceeds the av­er­ageremuneration for the last three financial years, or compensation related to a ban on competition that is not justified on business grounds;

3.

remuneration paid on conditions other than the customary market conditions connected with a previous activity as a corporate body of the company;

4.

join­ing bo­nuses that do not com­pensate for a veri­fi­able fin­an­cial dis­ad­vant­age;

5.

re­mu­ner­a­tion paid in ad­vance;

6.

com­mis­sion paid for tak­ing over or trans­fer­ring un­der­tak­ings or parts there­of;

7.

loans, cred­it fa­cil­it­ies, pen­sion be­ne­fits oth­er than oc­cu­pa­tion­al pen­sions and per­form­ance-re­lated re­mu­ner­a­tion not provided for in prin­ciple in the art­icles of as­so­ci­ation;

8.

the al­loc­a­tion of equity se­cur­it­ies or con­ver­sion and op­tion rights not provided for in prin­ciple in the art­icles of as­so­ci­ation.

Re­mu­ner­a­tion for mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors or their close as­so­ci­ates for activ­it­ies in un­der­tak­ings con­trolled by the com­pany is not per­mit­ted, provided the re­mu­ner­a­tion:

1.

would not be per­mit­ted if it were paid dir­ectly by the com­pany;

2.

is not provided for in the art­icles of as­so­ci­ation of the com­pany; or

3.

has not been ap­proved by the gen­er­al meet­ing of the com­pany.

¹ The com­pany shall be dis­solved:

1.

in ac­cord­ance with the art­icles of as­so­ci­ation;

2.

by res­ol­u­tion of the gen­er­al meet­ing, to be re­cor­ded in a pub­lic deed;

3.

by the com­mence­ment of in­solv­ency pro­ceed­ings;

4.⁶²⁷

by court judg­ment if share­hold­ers to­geth­er rep­res­ent­ing at least ten per cent of the share cap­it­al or the votes re­quest its dis­sol­u­tion for good cause;

5.

in the oth­er cases en­vis­aged by law.

² In the case of an ac­tion for dis­sol­u­tion for good cause, in­stead of dis­sol­u­tion, the court may or­der an­oth­er ap­pro­pri­ate solu­tion that is ac­cept­able to those con­cerned.⁶²⁸

¹ The dis­sol­u­tion of a com­pany must be entered in the com­mer­cial re­gister.

² No­tice of dis­sol­u­tion by court judg­ment must be giv­en by the court to the com­mer­cial re­gister of­fice im­me­di­ately.

³ No­tice of dis­sol­u­tion on oth­er grounds must be giv­en by the com­pany to the com­mer­cial re­gister of­fice.

The dis­solved com­pany shall enter in­to li­quid­a­tion, ex­cept in cases in­volving a mer­ger, a split or the trans­fer of its as­sets to a pub­lic sec­tor cor­por­a­tion.

¹ A com­pany en­ter­ing in­to li­quid­a­tion shall re­tain its leg­al per­son­al­ity and its ex­ist­ing busi­ness name, al­beit with the words “in li­quid­a­tion” ap­pen­ded to it, un­til such time as its as­sets have been dis­trib­uted among the share­hold­ers.

² As of the com­pany’s entry in­to li­quid­a­tion, the powers of its cor­por­ate bod­ies shall be lim­ited to such ac­tions as are ne­ces­sary to carry out the li­quid­a­tion but which by their nature may not be per­formed by the li­quid­at­ors.

¹ The li­quid­a­tion shall be car­ried out by the board of dir­ect­ors, un­less the art­icles of as­so­ci­ation or a res­ol­u­tion by the gen­er­al meet­ing del­eg­ate it to oth­er per­sons.

² The board of dir­ect­ors shall no­ti­fy the li­quid­at­ors for entry in the com­mer­cial re­gister, even where the li­quid­a­tion is car­ried out by the board of dir­ect­ors.

³ At least one of the li­quid­at­ors must be res­id­ent in Switzer­land and au­thor­ised to rep­res­ent the com­pany.⁶³²

⁴ Where the com­pany is dis­solved by court judg­ment, the court shall ap­point the li­quid­at­ors.⁶³³

⁵ In the event of in­solv­ency, the in­solv­ency ad­min­is­trat­ors shall carry out the li­quid­a­tion in ac­cord­ance with the pro­vi­sions of in­solv­ency law. The cor­por­ate bod­ies of the com­pany shall re­tain their au­thor­ity to rep­res­ent the com­pany only to the ex­tent such rep­res­ent­a­tion is still ne­ces­sary.

¹ The gen­er­al meet­ing may dis­miss the li­quid­at­ors it ap­poin­ted at any time.

² On ap­plic­a­tion by a share­hold­er, the court may dis­miss li­quid­at­ors and ap­point oth­ers as ne­ces­sary for good cause.

¹ On tak­ing up their of­fice, the li­quid­at­ors must draw up a bal­ance sheet.

² The cred­it­ors shall be in­formed of the dis­sol­u­tion of the com­pany and re­ques­ted to re­gister their claims, by sep­ar­ate let­ter in the case of cred­it­ors iden­ti­fi­able from the ac­count­ing re­cords or in some oth­er man­ner, and by pub­lic an­nounce­ment in the Swiss Of­fi­cial Gaz­ette of Com­merce as well as in the form en­vis­aged in the art­icles of as­so­ci­ation in the case of un­known cred­it­ors and those whose ad­dress is not known.

¹ The li­quid­at­ors must wind up the cur­rent busi­ness, call in any still out­stand­ing share cap­it­al, real­ise the com­pany’s as­sets and per­form its ob­lig­a­tions, provid­ing the bal­ance sheet and the call to cred­it­ors do not in­dic­ate over­indebted­ness.

² Where they as­cer­tain that the com­pany is over­indebted, they must im­me­di­ately no­ti­fy the court; the lat­ter then de­clares the com­mence­ment of in­solv­ency pro­ceed­ings.

³ The li­quid­at­ors must rep­res­ent the com­pany in all trans­ac­tions car­ried out for li­quid­a­tion pur­poses and are en­titled to con­duct leg­al ac­tions, reach set­tle­ments, con­clude ar­bit­ra­tion agree­ments and even, where re­quired for li­quid­a­tion pur­poses, to ef­fect new trans­ac­tions.

⁴ They may also dis­pose of as­sets by private sale, un­less the gen­er­al meet­ing has in­struc­ted oth­er­wise.

⁵ Where the li­quid­a­tion lasts for an ex­ten­ded peri­od, they must draw up in­ter­im ac­counts every year.

⁶ The com­pany is li­able for any dam­age res­ult­ing from un­au­thor­ised acts by a li­quid­at­or in the ex­er­cise of his du­ties.

¹ Where known cred­it­ors have failed to re­gister their claims, the amount there­of must be de­pos­ited with the court.

² Sim­il­arly, the amount of claims not yet due from the com­pany and of dis­puted ob­lig­a­tions of the com­pany must be de­pos­ited with the court un­less the cred­it­ors are fur­nished with se­cur­ity in an equi­val­ent amount or the dis­tri­bu­tion of the com­pany’s as­sets is sus­pen­ded un­til such ob­lig­a­tions have been per­formed.

¹ Un­less the art­icles of as­so­ci­ation provide oth­er­wise, once the debts of the dis­solved com­pany have been dis­charged, its as­sets are dis­trib­uted among the share­hold­ers in pro­por­tion to the amounts they con­trib­uted and with due re­gard to the pref­er­en­tial rights at­tach­ing to spe­cif­ic classes of shares.⁶³⁵

² The dis­tri­bu­tion may take place no soon­er than one year after the day on which the call to cred­it­ors was made.⁶³⁶

³ Such dis­tri­bu­tion may take place after only three months where a li­censed audit ex­pert con­firms that the debts have been re­deemed and that in the cir­cum­stances it may safely be as­sumed that no third-party in­terests will be harmed.⁶³⁷

On com­ple­tion of the li­quid­a­tion pro­cess, the li­quid­at­ors shall ap­ply to the com­mer­cial re­gister of­fice for the de­le­tion of the busi­ness name.

¹ The share re­gister, the ac­count­ing re­cords and the re­gister un­der Art­icle 697l and the un­der­ly­ing doc­u­ments must be kept in a safe place for ten years fol­low­ing the de­le­tion of the com­pany. This place shall be de­cided by the li­quid­at­ors or if they are un­able to agree, by the com­mer­cial re­gister of­fice.

² The share re­gister and the re­gister must be re­tained in such a man­ner that they can be ac­cessed at any time in Switzer­land.

¹ Where the as­sets of a com­pany lim­ited by shares are taken over by the Con­fed­er­a­tion, by a can­ton or, un­der guar­an­tee from the can­ton, by a dis­trict or com­mune, with the con­sent of the gen­er­al meet­ing it may be agreed that no li­quid­a­tion take place.

² The res­ol­u­tion of the gen­er­al meet­ing must be made in ac­cord­ance with the pro­vi­sions gov­ern­ing dis­sol­u­tion and no­ti­fied to the com­mer­cial re­gister of­fice.

³ On entry of the res­ol­u­tion in the com­mer­cial re­gister, the trans­fer of the com­pany’s as­sets and debts is com­plete and the com­pany’s name must be de­leted.

Founder mem­bers, mem­bers of the board of dir­ect­ors and all per­sons in­volved in es­tab­lish­ing the com­pany are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for the losses arising where they:

1.⁶⁴²

wil­fully or neg­li­gently con­ceal, dis­guise or give in­ac­cur­ate or mis­lead­ing in­form­a­tion in the art­icles of as­so­ci­ation, an in­cor­por­a­tion re­port or a cap­it­al in­crease re­port on con­tri­bu­tions in kind or the grant­ing of spe­cial priv­ileges to share­hold­ers and oth­er per­sons, or oth­er­wise act un­law­fully in ap­prov­ing such a meas­ure;

2.

wil­fully or neg­li­gently in­duce the entry of the com­pany in the com­mer­cial re­gister on the basis of a cer­ti­fic­ate or deed con­tain­ing in­ac­cur­ate in­form­a­tion;

3.

know­ingly con­trib­ute to the ac­cept­ance of sub­scrip­tions from in­solv­ent per­sons.

¹ The mem­bers of the board of dir­ect­ors and all per­sons en­gaged in the busi­ness man­age­ment or li­quid­a­tion of the com­pany are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for any losses or dam­age arising from any in­ten­tion­al or neg­li­gent breach of their du­ties.

² A per­son who, as au­thor­ised, del­eg­ates the per­form­ance of a task to an­oth­er gov­ern­ing of­ficer is li­able for any losses caused by such of­ficer un­less he can prove that he ac­ted with all due di­li­gence when se­lect­ing, in­struct­ing and su­per­vising him.

¹ All per­sons en­gaged in audit­ing the an­nu­al and con­sol­id­ated ac­counts, the com­pany’s found­a­tion, a cap­it­al in­crease or a cap­it­al re­duc­tion are li­able both to the com­pany and to the in­di­vidu­al share­hold­ers and cred­it­ors for the losses arising from any in­ten­tion­al or neg­li­gent breach of their du­ties.

² If the audit is con­duc­ted by a pub­lic audit of­fice or by one of its em­ploy­ees, the rel­ev­ant pub­lic au­thor­ity is li­able. Leg­al ac­tion against per­sons in­volved in the audit is gov­erned by pub­lic law.⁶⁴⁵

¹ In ad­di­tion to the com­pany, the in­di­vidu­al share­hold­ers are also en­titled to sue for any losses caused to the com­pany. The share­hold­er’s claim is for per­form­ance to the com­pany.

² The gen­er­al meet­ing may re­solve that the com­pany raise the ac­tion. It may in­struct the board of dir­ect­ors or a rep­res­ent­at­ive to con­duct the pro­ceed­ings.⁶⁴⁷

¹ In the event of the bank­ruptcy of the dam­aged com­pany, its cred­it­ors are en­titled to re­quest that the com­pany be com­pensated for the losses suffered. However, in the first in­stance the in­solv­ency ad­min­is­trat­ors may as­sert the claims of the share­hold­ers and the com­pany’s cred­it­ors.

² Where the in­solv­ency ad­min­is­trat­ors waive their right to as­sert such claims, any share­hold­er or cred­it­or shall be en­titled to bring them. The pro­ceeds shall first be used to sat­is­fy the claims of the lit­ig­ant cred­it­ors in ac­cord­ance with the pro­vi­sions of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889⁶⁴⁹. Any sur­plus shall be di­vided among the lit­ig­ant share­hold­ers in pro­por­tion to their equity par­ti­cip­a­tion in the com­pany; the re­mainder shall be ad­ded to the in­solv­ent’s es­tate.

³ The as­sign­ment of claims held by the com­pany in ac­cord­ance with Art­icle 260 of the Debt Col­lec­tion and Bank­ruptcy Act of 11 April 1889 is re­served.

⁴In assessing the damage to the company, the claims of the company’s creditors that have been subordinated to those of all other creditors shall not be included.⁶⁵⁰

¹ The res­ol­u­tion of re­lease ad­op­ted by the gen­er­al meet­ing shall be ef­fect­ive only for dis­closed facts and only as against the com­pany and those share­hold­ers who ap­proved the res­ol­u­tion or who have since ac­quired their shares in full know­ledge of the res­ol­u­tion.

² The right of ac­tion of the oth­er share­hold­ers shall lapse twelve months after the res­ol­u­tion of re­lease. This peri­od shall be sus­pen­ded dur­ing the pro­ced­ure to or­der a spe­cial in­vest­ig­a­tion and dur­ing the con­duct of the in­vest­ig­a­tion.⁶⁵²

¹ Where two or more per­sons are li­able for the losses, each is jointly and sev­er­ally li­able with the oth­ers to the ex­tent that the dam­age is per­son­ally at­trib­ut­able to him or her on ac­count of his or her own fault and the cir­cum­stances.

² The claimant may bring ac­tion against sev­er­al per­sons jointly for the total losses and re­quest that the court de­term­ine the li­ab­il­ity of each in­di­vidu­al de­fend­ant in the same pro­ceed­ings.

³ The right of re­course among sev­er­al de­fend­ants shall be de­term­ined by the court with due re­gard to all the cir­cum­stances.

¹ The claim for dam­ages against any per­son held li­able pur­su­ant to the above pro­vi­sions pre­scribes three years after the date on which the per­son suf­fer­ing dam­age learned of the dam­age and of the per­son li­able for it but in any event ten years after the date on which the harm­ful con­duct took place or ceased. This period shall be suspended during the procedure to order a special investigation and during the conduct of the investigation.⁶⁵⁵

² If the per­son li­able has com­mit­ted a crim­in­al of­fence through their harm­ful con­duct, then the right to dam­ages or sat­is­fac­tion pre­scribes at the earli­est when the right to pro­sec­ute the of­fence be­comes time-barred. If the right to pro­sec­ute is no longer li­able to be­come time-barred be­cause a first in­stance crim­in­al judg­ment has been is­sued, the right to claim dam­ages or sat­is­fac­tion pre­scribes at the earli­est three years after no­tice of the judg­ment is giv­en.

¹ Where pub­lic sec­tor cor­por­a­tions such as the Con­fed­er­a­tion, or a can­ton, dis­trict or com­mune have a pub­lic in­terest in a com­pany lim­ited by shares, the art­icles of as­so­ci­ation of the com­pany may grant that cor­por­a­tion the right to ap­point rep­res­ent­at­ives to the board of dir­ect­ors or the ex­tern­al aud­it­ors, even if it is not a share­hold­er.⁶⁵⁷

² In such com­pan­ies and in pub­lic-private en­ter­prises in which a pub­lic sec­tor cor­por­a­tion par­ti­cip­ates as a share­hold­er, only the pub­lic sec­tor cor­por­a­tion has the right to dis­miss the rep­res­ent­at­ives it ap­poin­ted to the board of dir­ect­ors and the ex­tern­al aud­it­ors.⁶⁵⁸

³ The mem­bers of the board of dir­ect­ors and ex­tern­al aud­it­ors ap­poin­ted by a pub­lic sec­tor cor­por­a­tion have the same rights and du­ties as those elec­ted by the gen­er­al meet­ing.⁶⁵⁹

⁴ The pub­lic sec­tor cor­por­a­tion is li­able to the com­pany, share­hold­ers and cred­it­ors for the ac­tions of the mem­bers of the board of dir­ect­ors and ex­tern­al aud­it­ors it ap­points, sub­ject to rights of re­course un­der fed­er­al and can­ton­al law.

⁵ The right of pub­lic sec­tor cor­por­a­tions to ap­point or re­move rep­res­ent­at­ives on the board of dir­ect­ors also ap­plies to com­pan­ies whose shares are lis­ted on a stock ex­change.⁶⁶⁰

¹ The pro­vi­sions gov­ern­ing the com­pany lim­ited by shares do not ap­ply to com­pan­ies and en­tit­ies es­tab­lished by spe­cial can­ton­al le­gis­la­tion and partly ad­min­istered by the pub­lic au­thor­it­ies, such as banks, in­sur­ance or elec­tri­city com­pan­ies, even if their cap­it­al is en­tirely or partly di­vided in­to shares and was raised with the help of private in­di­vidu­als, provid­ing the can­ton as­sumes sec­ond­ary li­ab­il­ity for the ob­lig­a­tions of such com­pan­ies and en­tit­ies.

² The pro­vi­sions gov­ern­ing the com­pany lim­ited by shares do not ap­ply to com­pan­ies and en­tit­ies es­tab­lished by spe­cial can­ton­al le­gis­la­tion pri­or to 1 Janu­ary 1883 and partly ad­min­istered by the pub­lic au­thor­it­ies even if the can­ton does not as­sume sec­ond­ary li­ab­il­ity for their ob­lig­a­tions.

¹ A part­ner­ship lim­ited by shares is a part­ner­ship whose cap­it­al is di­vided in­to shares and in which one or more part­ners have un­lim­ited joint and sev­er­al li­ab­il­ity to its cred­it­ors in the same man­ner as part­ners in a gen­er­al part­ner­ship.

² Un­less oth­er­wise provided, the pro­vi­sions gov­ern­ing com­pan­ies lim­ited by shares ap­ply to part­ner­ships lim­ited by shares.

³ Where the cap­it­al of a part­ner­ship lim­ited by shares is not di­vided in­to shares but in­to por­tions which merely define the de­gree of par­ti­cip­a­tion of two or more lim­ited part­ners, the pro­vi­sions gov­ern­ing lim­ited part­ner­ships ap­ply.

¹ The part­ners with un­lim­ited li­ab­il­ity con­sti­tute the dir­ect­ors of the part­ner­ship lim­ited by shares. They are re­spons­ible for busi­ness man­age­ment and rep­res­ent­a­tion. They must be named in the art­icles of as­so­ci­ation.

² …⁶⁶¹

³ Any changes to the body of part­ners with un­lim­ited li­ab­il­ity re­quire the con­sent of the ex­ist­ing part­ners and the amend­ment of the art­icles of as­so­ci­ation.

Res­ol­u­tions of the gen­er­al meet­ing con­cern­ing modi­fic­a­tion of the part­ner­ship’s pur­pose, ex­ten­sion or cur­tail­ment of its areas of busi­ness and con­tinu­ation of the part­ner­ship bey­ond the dur­a­tion spe­cified in the art­icles of as­so­ci­ation re­quire the con­sent of the dir­ect­ors.

¹ Au­thor­ity to man­age busi­ness and rep­res­ent the part­ner­ship may be with­drawn from dir­ect­ors on the same con­di­tions as ap­ply to gen­er­al part­ner­ships.

² If re­moved, a dir­ect­or no longer has un­lim­ited li­ab­il­ity for the fu­ture ob­lig­a­tions of the part­ner­ship.

¹ Re­spons­ib­il­ity for mon­it­or­ing and con­tinu­ous su­per­vi­sion of the man­age­ment of the part­ner­ship’s busi­ness is al­loc­ated to a su­per­vis­ory board, to which the art­icles of as­so­ci­ation may al­loc­ate fur­ther re­spons­ib­il­it­ies.

² The part­ner­ship’s dir­ect­ors have no right to vote on the ap­point­ment of the su­per­vis­ory board.

³ The par­tic­u­lars of the mem­bers of the su­per­vis­ory board must be entered in the com­mer­cial re­gister.

¹ On be­half of the part­ner­ship, the su­per­vis­ory board may hold the dir­ect­ors to ac­count and take ac­tion against them be­fore the courts.

² In the event of ma­li­cious con­duct by the dir­ect­ors, the su­per­vis­ory board is en­titled to take leg­al ac­tion against them even if this is con­tra­dict­ory to a res­ol­u­tion of the gen­er­al meet­ing.

¹ The part­ner­ship is ter­min­ated by the de­par­ture, death, in­ca­pa­city or bank­ruptcy of all the part­ners with un­lim­ited li­ab­il­ity.

² In oth­er re­spects, dis­sol­u­tion of the part­ner­ship lim­ited by shares is gov­erned by the same pro­vi­sions as ap­ply to the dis­sol­u­tion of com­pan­ies lim­ited by shares; however, it may be dis­solved by res­ol­u­tion of the gen­er­al meet­ing be­fore the date set in the art­icles of as­so­ci­ation only with the con­sent of the dir­ect­ors.

³ …⁶⁶²

¹ A part­ner with un­lim­ited li­ab­il­ity has the same right to resign as a part­ner in a gen­er­al part­ner­ship.

² Where one of two or more part­ners with un­lim­ited li­ab­il­ity ex­er­cises his right to resign, un­less the art­icles of as­so­ci­ation provide oth­er­wise the part­ner­ship is con­tin­ued by the oth­ers.

¹ A lim­ited li­ab­il­ity com­pany is a com­pany with sep­ar­ate leg­al per­son­al­ity in which one or more per­sons or com­mer­cial en­ter­prises par­ti­cip­ate. Its nom­in­al cap­it­al is spe­cified in the art­icles of as­so­ci­ation. It is li­able for its ob­lig­a­tions to the ex­tent of the com­pany as­sets.

² Each com­pany mem­ber par­ti­cip­ates in the nom­in­al cap­it­al by mak­ing at least one cap­it­al con­tri­bu­tion. The art­icles of as­so­ci­ation may stip­u­late ob­lig­a­tions to make ad­di­tion­al fin­an­cial and ma­ter­i­al con­tri­bu­tions.

¹ The nom­in­al cap­it­al shall amount to at least 20,000 francs.

² A nom­in­al cap­it­al in the for­eign cur­rency re­quired for busi­ness op­er­a­tions is also per­mit­ted. The provisions of the law on companies limited by shares on share capital in a foreign currency applymutatis mutandis.

¹ The cap­it­al con­tri­bu­tions shall have a nom­in­al value that is great­er than zero.⁶⁶⁵

² Cap­it­al con­tri­bu­tions must be paid up to at least their nom­in­al value.

The art­icles of as­so­ci­ation may provide for the cre­ation of profit-shar­ing cer­ti­fic­ates; the cor­res­pond­ing pro­vi­sions for com­pan­ies lim­ited by shares ap­ply.

The art­icles of as­so­ci­ation must con­tain pro­vi­sions on:

1.

the busi­ness name and seat of the com­pany;

2.

the ob­jects of the com­pany;

3.

the amount of nom­in­al cap­it­al and of the num­ber and nom­in­al value of the cap­it­al con­tri­bu­tions;

4.⁶⁶⁷

the form of the com­pany’s com­mu­nic­a­tions with its mem­bers.

¹ The com­pany is foun­ded when the founder mem­bers de­clare in pub­lic deed that they are found­ing a lim­ited li­ab­il­ity com­pany, lay down the art­icles of as­so­ci­ation and ap­point the cor­por­ate bod­ies.

² In the deed of in­cor­por­a­tion, the founder mem­bers shall sub­scribe for the cap­it­al con­tri­bu­tions and state that:

1.

all cap­it­al con­tri­bu­tions are val­idly sub­scribed for;

2.

the cap­it­al con­tri­bu­tions cor­res­pond to their total is­sue price;

3.⁶⁶⁹

the stat­utory re­quire­ments and re­quire­ments of the art­icles of as­so­ci­ation for the pay­ment of the cap­it­al con­tri­bu­tions are met at the time of sig­na­ture of the deed of in­cor­por­a­tion;

4.

they ac­cept the ob­lig­a­tions in terms of the art­icles of as­so­ci­ation to make ad­di­tion­al fin­an­cial or ma­ter­i­al con­tri­bu­tions;

5.⁶⁷⁰

there are no con­tri­bu­tions in kind, in­stances of off­set­ting or spe­cial priv­ileges oth­er than those men­tioned in the sup­port­ing doc­u­ments.

¹ In or­der to be val­id, the sub­scrip­tion deed for the cap­it­al con­tri­bu­tions must in­dic­ate the num­ber, nom­in­al value and is­sue price as well as the class of cap­it­al con­tri­bu­tion if ap­plic­able.

² In the sub­scrip­tion deed, ref­er­ence must be made to the pro­vi­sions of the art­icles of as­so­ci­ation on:

1.

ob­lig­a­tions to make ad­di­tion­al fin­an­cial con­tri­bu­tions;

2.

ob­lig­a­tions to make fur­ther ma­ter­i­al con­tri­bu­tions;

3.

pro­hib­i­tion of com­pet­i­tion clauses ap­plic­able to com­pany mem­bers;

4.

first op­tion, pre-emption and pur­chase rights of com­pany mem­bers or the com­pany;

5.

con­trac­tu­al pen­al­ties.

¹ In the deed of in­cor­por­a­tion, the not­ary must spe­cify the found­a­tion doc­u­ments in­di­vidu­ally and con­firm that they have been laid be­fore him and the founder mem­bers.

² The fol­low­ing doc­u­ments must be ap­pen­ded to the deed of in­cor­por­a­tion:

1.

the art­icles of as­so­ci­ation;

2.

the in­cor­por­a­tion re­port;

3.

the audit con­firm­a­tion;

4.

con­firm­a­tion that the cap­it­al con­tri­bu­tions have been de­pos­ited in cash;

5.

the agree­ments on con­tri­bu­tions-in-kind;

6.⁶⁷¹

…

¹ On found­a­tion, a cash de­pos­it cor­res­pond­ing to the full is­sue price must be made for each cap­it­al con­tri­bu­tion.

² In ad­di­tion, the pro­vi­sions on com­pan­ies lim­ited by shares ap­ply to:

1.⁶⁷²

the spe­cific­a­tion of con­tri­bu­tions in kind, in­stances of off­set­ting and the spe­cial priv­ileges in the art­icles of as­so­ci­ation;

2.⁶⁷³

…

3.

the pay­ment and audit of cap­it­al con­tri­bu­tions.

The com­pany must be entered in the com­mer­cial re­gister at the place where it has its seat.

¹ The com­pany shall ac­quire leg­al per­son­al­ity through entry in the com­mer­cial re­gister.

² It shall also ac­quire leg­al per­son­al­ity even if the re­quire­ments for re­gis­tra­tion are not in fact ful­filled.

³ Where the re­quire­ments of the law or the art­icles of as­so­ci­ation are not ful­filled on found­a­tion and if the in­terests of cred­it­ors or com­pany mem­bers are sub­stan­tially jeop­ard­ised or harmed thereby, the court may or­der the dis­sol­u­tion of the com­pany at the re­quest of a cred­it­or or mem­ber.

⁴ The right to take leg­al ac­tion shall lapse three months after no­tice is pub­lished of the found­a­tion of the com­pany in the Swiss Of­fi­cial Gaz­ette of Com­merce.

¹ Per­sons who act on be­half of the com­pany be­fore it is entered in the com­mer­cial re­gister are per­son­ally and jointly and sev­er­ally li­able for their acts.

² Where the com­pany ac­cepts ob­lig­a­tions with­in three months of its re­gis­tra­tion that were ex­pressly entered in­to in its name, the per­sons so act­ing are re­lieved of li­ab­il­ity and only the com­pany is li­able.

The res­ol­u­tion of the mem­bers’ gen­er­al meet­ing or the man­aging dir­ect­ors on an amend­ment to the art­icles of as­so­ci­ation must be done as a pub­lic deed and entered in the com­mer­cial re­gister.

¹ The mem­bers’ gen­er­al meet­ing may re­solve to in­crease the nom­in­al cap­it­al.

² The im­ple­ment­a­tion of the res­ol­u­tion is the re­spons­ib­il­ity of the man­aging dir­ect­ors.

³ Sub­scrip­tion and the cap­it­al con­tri­bu­tions are gov­erned by the reg­u­la­tions on the found­a­tion of the com­pany. The ref­er­ence to rights and ob­lig­a­tions un­der the art­icles of as­so­ci­ation is not re­quired if the sub­scriber is already a mem­ber. The rel­ev­ant reg­u­la­tions on in­creas­ing the cap­it­al of a com­pany lim­ited by shares also ap­ply to the sub­scrip­tion form. A pub­lic in­vit­a­tion to sub­scribe to the cap­it­al con­tri­bu­tions is not per­mit­ted.⁶⁷⁶

⁴ An ap­plic­a­tion to re­gister the in­crease in the nom­in­al cap­it­al must be filed with the com­mer­cial re­gister of­fice with­in six months of the res­ol­u­tion of the mem­bers’ gen­er­al meet­ing, oth­er­wise the res­ol­u­tion be­comes in­val­id.⁶⁷⁷

⁵ In ad­di­tion, the cor­res­pond­ing pro­vi­sions on an or­din­ary in­crease in cap­it­al for a com­pany lim­ited by shares ap­ply to:

1.

the form and con­tent of the res­ol­u­tion of the mem­bers' gen­er­al meet­ing;

2.

the sub­scrip­tion rights of com­pany mem­bers;

3.

an in­crease in the com­pany cap­it­al from equity cap­it­al;

4.

the re­port on the in­crease in cap­it­al and the audit con­firm­a­tion;

5.

the amend­ment of the art­icles of as­so­ci­ation and the de­clar­a­tions made by the man­aging dir­ect­ors;

6.

the re­gis­tra­tion of the in­crease in nom­in­al cap­it­al in the com­mer­cial re­gister and the nullity of of­fi­cial doc­u­ments is­sued pre­vi­ously.

¹ The mem­bers’ gen­er­al meet­ing may re­solve to re­duce the nom­in­al cap­it­al.

² The nom­in­al cap­it­al may be re­duced to less than 20 000 francs provided it is at the same time in­creased again at least to this amount.⁶⁷⁸

³ In or­der to elim­in­ate a de­fi­cit bal­ance caused by losses, the nom­in­al cap­it­al may be re­duced only if the com­pany mem­bers have paid the ad­di­tion­al fin­an­cial con­tri­bu­tions provided for in the art­icles of as­so­ci­ation in full.

⁴ In ad­di­tion, the rel­ev­ant reg­u­la­tions on the re­duc­tion of the cap­it­al of a com­pany lim­ited by shares ap­ply.

¹ A com­pany may ac­quire its own cap­it­al con­tri­bu­tions only if freely dis­pos­able equity cap­it­al of a value equi­val­ent to the re­quired funds is avail­able and the total nom­in­al value of these cap­it­al con­tri­bu­tions does not ex­ceed ten per cent of the nom­in­al cap­it­al.

² Where cap­it­al con­tri­bu­tions are ac­quired in con­nec­tion with a re­stric­tion on trans­fer or the de­par­ture or ex­clu­sion of a mem­ber, the max­im­um amount that may be ac­quired is 35 per cent. The cap­it­al con­tri­bu­tions in ex­cess of 10 per cent of the nom­in­al cap­it­al must be sold with­in two years or can­celled by means of a re­duc­tion in cap­it­al.

³ Where the cap­it­al con­tri­bu­tions that are to be ac­quired are tied to an ob­lig­a­tion to make ad­di­tion­al fin­an­cial or ma­ter­i­al con­tri­bu­tions, this must be can­celled be­fore ac­quis­i­tion.

⁴ In ad­di­tion, the rel­ev­ant reg­u­la­tions on the ac­quis­i­tion by a com­pany lim­ited by shares of its own shares ap­ply to the ac­quis­i­tion by a lim­ited li­ab­il­ity com­pany of its own cap­it­al con­tri­bu­tions.

¹ Where an of­fi­cial doc­u­ment is is­sued in re­spect of cap­it­al con­tri­bu­tions, this may only take the form of a doc­u­ment in proof or re­gistered se­cur­ity.

² The of­fi­cial doc­u­ment must bear the same in­form­a­tion on rights and ob­lig­a­tions un­der the art­icles of as­so­ci­ation as the doc­u­ment on sub­scrip­tion to the cap­it­al con­tri­bu­tion.

¹ The as­sign­ment of a cap­it­al con­tri­bu­tion as well as an ob­lig­a­tion to as­sign must be done in writ­ing.

² The con­tract of as­sign­ment must con­tain the same in­form­a­tion on rights and ob­lig­a­tions un­der the art­icles of as­so­ci­ation as the doc­u­ment on sub­scrip­tion to the cap­it­al con­tri­bu­tion, un­less the ac­quirer is already a mem­ber.⁶⁷⁹

¹ An as­sign­ment of a cap­it­al con­tri­bu­tion re­quires the con­sent of the mem­bers’ gen­er­al meet­ing. The mem­bers’ gen­er­al meet­ing may re­fuse con­sent without stat­ing its reas­ons.

² The art­icles of as­so­ci­ation made de­vi­ate from the fore­go­ing by:

1.

waiv­ing the re­quire­ment of con­sent to the as­sign­ment;

2.

stat­ing the grounds jus­ti­fy­ing re­fus­al of con­sent to the as­sign­ment;

3.

provid­ing that con­sent to the as­sign­ment may be re­fused if the com­pany of­fers to ac­quire the cap­it­al con­tri­bu­tion from the seller at its true value;

4.

pro­hib­it­ing any as­sign­ment;

5.

provid­ing that con­sent to the as­sign­ment may be re­fused if there is doubt that ob­lig­a­tions un­der the art­icles of as­so­ci­ation to make ad­di­tion­al fin­an­cial or ma­ter­i­al con­tri­bu­tions will be ful­filled and se­cur­ity re­ques­ted by the com­pany is not provided.

³ Where the art­icles of as­so­ci­ation pro­hib­it as­sign­ment or the mem­bers' gen­er­al meet­ing re­fuses to con­sent to the as­sign­ment, the right to resign for good cause is re­served.

¹ Where the con­sent of the mem­bers’ gen­er­al meet­ing is re­quired for the as­sign­ment of cap­it­al con­tri­bu­tions, as­sign­ment be­comes leg­ally ef­fect­ive only when this con­sent is gran­ted.

² If the mem­bers’ gen­er­al meet­ing fails to re­fuse con­sent to the as­sign­ment with­in six months of its re­ceipt, con­sent is deemed to have been gran­ted.

The pro­vi­sions of the law on com­pan­ies lim­ited by shares ap­ply ac­cord­ingly to the as­sign­ment of cap­it­al con­tri­bu­tions in over­indebted com­pan­ies that do not op­er­ate as a busi­ness and have no dis­pos­able as­sets.