¹ A lim­ited part­ner­ship is a part­ner­ship in which two or more per­sons join to­geth­er in or­der to op­er­ate a trad­ing, man­u­fac­tur­ing or oth­er form of com­mer­cial busi­ness un­der a single busi­ness name in such a man­ner that at least one per­son is a gen­er­al part­ner with un­lim­ited li­ab­il­ity but one or more oth­ers are lim­ited part­ners li­able only up to the amount of their spe­cif­ic con­tri­bu­tions.

² Part­ners with un­lim­ited li­ab­il­ity must be nat­ur­al per­sons, but lim­ited part­ners may also be leg­al en­tit­ies and com­mer­cial en­ter­prises.

³ The part­ners must have the part­ner­ship entered in the com­mer­cial re­gister.

Where a lim­ited part­ner­ship does not op­er­ate a com­mer­cial busi­ness, it does not ex­ist as a lim­ited part­ner­ship un­til it has it­self entered in the com­mer­cial re­gister.

¹ The part­ner­ship must be re­gistered in the com­mer­cial re­gister for the place where its seat is loc­ated.²⁹⁶

² ...²⁹⁷

³ Where the spe­cif­ic con­tri­bu­tions of lim­ited part­ners are made wholly or partly in kind, the con­tri­bu­tion in kind must be ex­pressly re­ferred to as such and its pre­cise value spe­cified in the re­gis­tra­tion ap­plic­a­tion and in the entry in the com­mer­cial re­gister.

¹ All ap­plic­a­tions to have facts entered or entries mod­i­fied must be signed by all the part­ners in per­son at the com­mer­cial re­gister of­fice or sub­mit­ted in writ­ing bear­ing duly au­then­tic­ated sig­na­tures.

² Part­ners with un­lim­ited li­ab­il­ity who are to rep­res­ent the part­ner­ship must enter the part­ner­ship’s busi­ness name and their own sig­na­ture in per­son at the com­mer­cial re­gister of­fice or sub­mit these in a duly au­then­tic­ated form.

¹ The re­la­tion­ship between the part­ners is primar­ily de­term­ined by the part­ner­ship agree­ment.

² Un­less oth­er­wise agreed, the pro­vi­sions gov­ern­ing gen­er­al part­ner­ships ap­ply sub­ject to the modi­fic­a­tions set out in the fol­low­ing pro­vi­sions.

The part­ner­ship’s af­fairs are man­aged by the part­ner or part­ners with un­lim­ited li­ab­il­ity.

¹ A lim­ited part­ner is by defin­i­tion neither en­titled nor ob­liged to man­age the af­fairs of the part­ner­ship.

² Nor is he en­titled to ob­ject to ac­tions taken by man­aging part­ners, provid­ing these fall with­in the scope of the or­din­ary busi­ness activ­it­ies of the part­ner­ship.

³ He has the right to re­quest a copy of the profit and loss ac­count and the bal­ance sheet and to veri­fy their ac­cur­acy by in­spect­ing the part­ner­ship’s ledgers and oth­er doc­u­ments or have them veri­fied by an im­par­tial ex­pert; in the event of dis­pute, the ex­pert is ap­poin­ted by the court.²⁹⁸

¹ A lim­ited part­ner’s par­ti­cip­a­tion in any loss is lim­ited to the amount of his spe­cif­ic con­tri­bu­tion.

² In the ab­sence of agree­ment on the lim­ited part­ners’ share in profits and losses, it is de­term­ined by the court at its dis­cre­tion.

³ Where the lim­ited part­ner’s spe­cif­ic con­tri­bu­tion is not fully paid up or has been sub­sequently re­duced, he may re­ceive the in­terest, profit and fees due to him only when his con­tri­bu­tion has been fully paid in or re­con­sti­t­uted.

The part­ner­ship may ac­quire rights, as­sume ob­lig­a­tions, and sue and be sued in its own name.

The part­ner­ship is rep­res­en­ted by its gen­er­al part­ner or part­ners in ac­cord­ance with the rules gov­ern­ing gen­er­al part­ner­ships.

A part­ner with un­lim­ited li­ab­il­ity may be sued for a part­ner­ship debt only if the part­ner­ship has been dis­solved or debt en­force­ment pro­ceed­ings have been brought against it without suc­cess.

A lim­ited part­ner con­duct­ing busi­ness on be­half of the part­ner­ship without stat­ing ex­pressly that he is act­ing as its re­gistered at­tor­ney or com­mer­cial agent is li­able to bona fide third parties for ob­lig­a­tions res­ult­ing from such busi­ness as if he were a gen­er­al part­ner.

Where the part­ner­ship has en­gaged in busi­ness pri­or to be­ing entered in the com­mer­cial re­gister, a lim­ited part­ner is li­able to bona fide third parties for ob­lig­a­tions res­ult­ing from such busi­ness as if he were a gen­er­al part­ner un­less he can prove that the third parties were aware of the lim­its to his li­ab­il­ity.

¹ A lim­ited part­ner is li­able to third parties in the amount of his spe­cif­ic con­tri­bu­tion as entered in the com­mer­cial re­gister.

² Where he has stated a high­er amount to third parties or the part­ner­ship has done so with his know­ledge, he is li­able up to such high­er amount.

³ Cred­it­ors are at liberty to show that the value ascribed to con­tri­bu­tions in kind did not cor­res­pond to their real value at the time they were made.

¹ Where by agree­ment with the oth­er part­ners or by means of with­draw­als a lim­ited part­ner has re­duced his spe­cif­ic con­tri­bu­tion as entered in the com­mer­cial re­gister or oth­er­wise an­nounced, such modi­fic­a­tion has no ef­fect as against third parties un­til it has been entered in the com­mer­cial re­gister and pub­lished.

² For ob­lig­a­tions con­trac­ted pri­or to such pub­lic­a­tion, the lim­ited part­ner re­mains li­able in the un­mod­i­fied amount.

¹ For the dur­a­tion of the part­ner­ship, its cred­it­ors have no right of ac­tion against a lim­ited part­ner.

² If the part­ner­ship is dis­solved, the cred­it­ors, li­quid­at­ors and in­solv­ency ad­min­is­trat­ors may re­quest that the lim­ited part­ner’s spe­cif­ic con­tri­bu­tion be al­loc­ated to the li­quid­a­tion or in­solv­ency as­sets to the ex­tent that it has not been paid in or has been re­paid to the lim­ited part­ner.

¹ Lim­ited part­ners are en­titled to in­terest and profit only where and to the ex­tent that pay­ment there­of does not res­ult in a re­duc­tion of their spe­cif­ic con­tri­bu­tion.

² However, lim­ited part­ners are re­quired to re­pay in­terest and profit un­law­fully re­ceived. Art­icle 64 ap­plies.³⁰⁰

¹ A per­son join­ing a gen­er­al or lim­ited part­ner­ship as a lim­ited part­ner is li­able with his spe­cif­ic con­tri­bu­tion for all part­ner­ship li­ab­il­it­ies in­clud­ing those that were con­trac­ted pri­or to his ac­ces­sion.

² Any agree­ment to the con­trary between the part­ners is void as against third parties.

¹ The per­son­al cred­it­ors of a gen­er­al part­ner or a lim­ited part­ner have no rights to the part­ner­ship’s as­sets for the pur­poses of sat­is­fy­ing or se­cur­ing their claims.

² En­force­ment pro­ceed­ings brought by them are lim­ited to the in­terest, profit and share in the pro­ceeds of li­quid­a­tion pay­able to their debt­or and any fees due to him in his ca­pa­city as part­ner.

¹ Where a part­ner­ship cred­it­or is sim­ul­tan­eously the per­son­al debt­or of a lim­ited part­ner, the cred­it­or has no right to set off the two debts against each oth­er un­less the lim­ited part­ner has un­lim­ited li­ab­il­ity.

² In oth­er re­spects, set off is sub­ject to the pro­vi­sions gov­ern­ing gen­er­al part­ner­ships.

¹ The in­solv­ency of the part­ner­ship does not res­ult in the bank­ruptcy of the part­ners.

² Like­wise, the bank­ruptcy of one of the part­ners does not res­ult in the in­solv­ency of the part­ner­ship.

¹ The part­ner­ship’s cred­it­ors are en­titled to sat­is­fac­tion from the part­ner­ship’s as­sets to the ex­clu­sion of the per­son­al cred­it­ors of the in­di­vidu­al part­ners.

² Lim­ited part­ners have no claim as cred­it­ors in in­solv­ency for their spe­cif­ic cap­it­al con­tri­bu­tions.

Where the part­ner­ship’s as­sets are in­suf­fi­cient to sat­is­fy the part­ner­ship’s cred­it­ors, the lat­ter are en­titled to seek sat­is­fac­tion for the en­tire re­mainder of their claims from the per­son­al as­sets of each in­di­vidu­al gen­er­al part­ner in com­pet­i­tion with that part­ner’s per­son­al cred­it­ors.

In the event of the bank­ruptcy of a lim­ited part­ner, neither the part­ner­ship’s cred­it­ors nor the part­ner­ship it­self have pref­er­en­tial rights over his per­son­al cred­it­ors.

¹ The pro­vi­sions gov­ern­ing gen­er­al part­ner­ships also ap­ply to the dis­sol­u­tion and li­quid­a­tion of lim­ited part­ner­ships and to the pre­script­ive peri­ods ap­plic­able to claims against the part­ners.

² Where a lim­ited part­ner is de­clared bank­rupt or his share in the pro­ceeds of li­quid­a­tion is at­tached, the pro­vi­sions gov­ern­ing part­ners in gen­er­al part­ner­ships ap­ply mu­tatis mutandis. However, the part­ner­ship is not dis­solved by the death of a lim­ited part­ner or his be­ing made sub­ject to a gen­er­al deputy­ship.³⁰¹

¹ The com­pany lim­ited by shares is a com­pany in which one or more per­sons or com­mer­cial en­ter­prises par­ti­cip­ate. It is li­able for its ob­lig­a­tions to the ex­tent of the com­pany’s as­sets.

² The share­hold­ers are re­quired only to ful­fil the du­ties spe­cified in the art­icles of as­so­ci­ation.

³ A share­hold­er is any per­son who holds at least one share in the com­pany.

¹ The share cap­it­al amounts to at least 100,000 francs.

² A share cap­it­al in the for­eign cur­rency re­quired for busi­ness op­er­a­tions is also per­mit­ted. At the time of found­a­tion, this must have a value equi­val­ent to at least 100,000 francs. If the share cap­it­al is in a for­eign cur­rency, the ac­counts must be kept and fin­an­cial re­ports must be filed in the same cur­rency. The Fed­er­al Coun­cil shall spe­cify which cur­ren­cies are per­mit­ted.

³ The gen­er­al meet­ing may re­solve to change the cur­rency of the share cap­it­al at the start of any fin­an­cial year. In such an event, the board of dir­ect­ors shall amend the art­icles of as­so­ci­ation. It shall es­tab­lish that the re­quire­ments of para­graph 2 have been met, and spe­cify the ex­change rate ap­plied. The res­ol­u­tions of the gen­er­al meet­ing and of the board of directors must be done as a public deed.

¹ The shares may be either re­gistered or bear­er shares. They may be is­sued in the form of ne­go­ti­able se­cur­it­ies. The art­icles of as­so­ci­ation may stip­u­late that they may be is­sued as un­cer­ti­fic­ated or ledger-based se­cur­it­ies in ac­cord­ance with Art­icle 973c or 973d, or as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the In­ter­me­di­ated Se­cur­it­ies Act (FISA) of 3 Oc­to­ber 2008³⁰⁵.³⁰⁶

^1bis Bear­er shares are per­mit­ted only if the com­pany has equity se­cur­it­ies lis­ted on a stock ex­change or if the bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies in ac­cord­ance with the FISA and are de­pos­ited with a cus­todi­an in Switzer­land des­ig­nated by the com­pany or entered in the main re­gister.³⁰⁷

² Shares of both types may ex­ist at the same time in a ra­tio fixed by the art­icles of as­so­ci­ation.

^2bis A com­pany with bear­er shares must ar­range for an entry to be made in the Com­mer­cial Re­gister as to wheth­er it has equity se­cur­it­ies lis­ted on a stock ex­change or its bear­er shares are or­gan­ised as in­ter­me­di­ated se­cur­it­ies.³⁰⁸

^2ter If all the equity se­cur­it­ies are del­is­ted, the com­pany must with­in six months either con­vert the ex­ist­ing bear­er shares in­to re­gistered shares or or­gan­ise them as in­ter­me­di­ated se­cur­it­ies.³⁰⁹

³ Re­gistered shares may be con­ver­ted in­to bear­er shares and bear­er shares in­to re­gistered shares.³¹⁰

⁴ The shares shall have a nom­in­al value that is great­er than zero.³¹¹

⁵ If share cer­ti­fic­ates are is­sued, they must be signed by at least one mem­ber of the board of dir­ect­ors.³¹²

¹ By amend­ing the art­icles of as­so­ci­ation, the gen­er­al meet­ing may di­vide the shares in­to shares with a lower nom­in­al value or con­sol­id­ate them in­to shares with a high­er nom­in­al value, provided the share cap­it­al³¹³ re­mains the same.

² The con­sol­id­a­tion of shares that are not lis­ted on a stock ex­change re­quires the con­sent of all the share­hold­ers con­cerned.³¹⁴

¹ The shares may be is­sued only at their nom­in­al value or at a price that is high­er. This does not ap­ply to the is­sue of new shares to re­place can­celled shares.

^2–3 ...³¹⁵

¹ The art­icles of as­so­ci­ation must con­tain pro­vi­sions con­cern­ing:

1.

the busi­ness name and seat of the com­pany;

2.

the ob­jects of the com­pany;

3.³¹⁹

the total share cap­it­al, its cur­rency, and the ex­tent to which it is paid up;

4.

the num­ber, nom­in­al value and types of shares;

5. and 6.³²⁰

...

7.³²¹

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

² In a com­pany whose shares are lis­ted on a stock ex­change, the art­icles of as­so­ci­ation must also con­tain pro­vi­sions on:

1.

the num­ber of activ­it­ies that the mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors may carry out in com­par­able po­s­i­tions in oth­er un­der­tak­ings with com­mer­cial ob­jects;

2.

the max­im­um term of the con­tracts that gov­ern the re­mu­ner­a­tion of mem­bers of the board of dir­ect­ors, the ex­ec­ut­ive board and the board of ad­visors, and the max­im­um no­tice of ter­min­a­tion for un­lim­ited con­tracts (Art. 735b);

3.

the prin­ciples on the du­ties and re­spons­ib­il­it­ies of the re­mu­ner­a­tion com­mit­tee;

4.

the de­tails of the vote of the gen­er­al meet­ing on the re­mu­ner­a­tion of the board of dir­ect­ors, the ex­ec­ut­ive board and of the board of ad­visors.³²²

³ Oth­er un­der­tak­ings in terms of para­graph 2 num­ber 1 do not in­clude un­der­tak­ings that are con­trolled by the com­pany or that con­trol the com­pany.³²³

¹ The com­pany is foun­ded when the founder mem­bers de­clare by pub­lic deed that they are form­ing a com­pany lim­ited by shares, lay down the art­icles of as­so­ci­ation therein and ap­point the gov­ern­ing bod­ies.

² In such deed of in­cor­por­a­tion, the founder mem­bers shall sub­scribe for the shares and de­clare that:

1.

all the shares are val­idly sub­scribed for;

2.

that the prom­ised cap­it­al con­tri­bu­tions cor­res­pond to the full is­sue price;

3.

the re­quire­ments for pay­ment of cap­it­al con­tri­bu­tions pre­scribed by law and the art­icles of as­so­ci­ation are met at the time that the deed of in­cor­por­a­tion is signed;

4.

there are no con­tri­bu­tions in kind, in­stances of off­set­ting or spe­cial priv­ileges oth­er than those men­tioned in the sup­port­ing doc­u­ments.³²⁷

³ If the share capital is specified in a foreign currency or if contributions are made in a different currency from that of the share capital, the exchange rates applied must be indicated in the public deed.³²⁸

The share sub­scrip­tion is val­id only where:

1.

the num­ber, nom­in­al value, type, class and is­sue price of the shares are spe­cified;

2.

an un­con­di­tion­al com­mit­ment is giv­en to pay up the cap­it­al cor­res­pond­ing to the is­sue price.

¹ In the deed of in­cor­por­a­tion, the not­ary must spe­cify the found­a­tion doc­u­ments in­di­vidu­ally and con­firm that they have been laid be­fore him or her 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;

6.³³¹

…

¹ When the com­pany is foun­ded, cap­it­al equi­val­ent to at least 20 per cent of the nom­in­al value of each share must be paid up.

² In all cases the cap­it­al con­tri­bu­tion must be at least 50,000 francs. If the share capital is in a foreign currency, the contributions made at the time of foundation must have a value equivalent to at least 50,000 francs.³³³

¹ Money contributions must be deposited in a bank as defined in Article 1 paragraph 1 of the Banking Act of 8 November 1934³³⁵ for the ex­clus­ive use of the com­pany.

² The bank may re­lease the money only when the com­pany has been entered in the com­mer­cial re­gister.

³ Money con­tri­bu­tions are pay­ments in the cur­rency of the share cap­it­al and pay­ments in freely con­vert­ible cur­ren­cies that are dif­fer­ent from that of the share cap­it­al.

¹ The items form­ing a con­tri­bu­tion in kind shall sat­is­fy the con­tri­bu­tion re­quire­ment only if the fol­low­ing re­quire­ments are met:

1.

They may be entered as as­sets on the bal­ance sheet.

2.

They may be trans­ferred to the com­pany’s as­sets.

3.

On the com­pany be­ing entered in the com­mer­cial re­gister, the com­pany im­me­di­ately ac­quires own­er­ship and may freely dis­pose of the items or, in the case of im­mov­able prop­erty, re­ceives an un­con­di­tion­al right to enter it in the land re­gister.

4.

Their value may be real­ised by trans­fer to a third party.

² The con­tri­bu­tion in kind must be agreed in writ­ing. The con­tract must be done as a pub­lic deed if this is re­quired for the trans­fer of the ob­ject.

³ A single pub­lic deed is suf­fi­cient even if im­mov­able prop­erty situ­ated in two or more can­tons con­sti­tutes the con­tri­bu­tion in kind. The deed must be done by a not­ary at the seat of the com­pany.

⁴ The art­icles of as­so­ci­ation must in­dic­ate the items, their valu­ation and the name of the con­trib­ut­or and the shares that they have been is­sued and any oth­er con­sid­er­a­tions provided by the com­pany. The gen­er­al meet­ing may re­peal the re­lated pro­vi­sions of the art­icles of as­so­ci­ation after ten years.

¹ Shares may be paid up by off­set with a claim.

² Off­set with a claim shall also sat­is­fy the con­tri­bu­tion re­quire­ment if the claim is no longer covered by as­sets.

³ The art­icles of as­so­ci­ation must in­dic­ate the amount of the claim be­ing off­set, the name of the share­hold­er and the shares that they have been is­sued. The gen­er­al meet­ing may re­peal the re­lated pro­vi­sions of the art­icles of as­so­ci­ation after ten years.

¹ The board of dir­ect­ors shall de­term­ine the rules gov­ern­ing sub­sequent con­tri­bu­tions in re­spect of shares that are not fully paid-up.

² Sub­sequent con­tri­bu­tions may be made in money or in kind, by off­set against a claim or by con­vert­ing freely dis­pos­able equity cap­it­al.

The founder mem­bers shall draw up a writ­ten stat­utory re­port in which they give ac­count of:

1.³⁴⁰

the nature and con­di­tion of con­tri­bu­tions in kind and the ap­pro­pri­ate­ness of their valu­ation;

2.

the ex­ist­ence of debts and wheth­er such debts may be set off;

3.

the reas­ons for and ap­pro­pri­ate­ness of spe­cial priv­ileges ac­cor­ded to founder mem­bers or oth­er per­sons.

A li­censed aud­it­or shall veri­fy the in­cor­por­a­tion re­port and con­firm in writ­ing that it is com­plete and ac­cur­ate.

If spe­cial priv­ileges are gran­ted on found­a­tion to the found­ing mem­bers or oth­er per­sons, the art­icles of as­so­ci­ation must in­dic­ate the names of the be­ne­fi­ciar­ies and the nature and value of the priv­ilege gran­ted.

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

¹ The com­pany ac­quires leg­al per­son­al­ity only through entry in the com­mer­cial re­gister.

² It ac­quires leg­al per­son­al­ity thereby even if the con­di­tions for such entry were in fact not sat­is­fied.

³ However, where the law or the art­icles of as­so­ci­ation were con­tra­vened in the found­a­tion of the com­pany such that the in­terests of cred­it­ors or share­hold­ers were sub­stan­tially jeop­ard­ised or harmed, at the re­quest of those cred­it­ors or share­hold­ers the court may or­der that the com­pany be dis­solved. …³⁴⁹

⁴ The fore­go­ing right of ac­tion pre­scribes if ac­tion is not brought with­in three months of pub­lic­a­tion in the Swiss Of­fi­cial Gaz­ette of Com­merce.

¹ Shares is­sued be­fore the com­pany is entered in the com­mer­cial re­gister are void; ob­lig­a­tions arising from the share sub­scrip­tion are un­af­fected thereby.³⁵¹

² A per­son is­su­ing shares pri­or to such entry is li­able for all res­ult­ant losses.

¹ A per­son act­ing in the name of the com­pany pri­or to entry in the com­mer­cial re­gister is li­able per­son­ally and jointly and sev­er­ally for his ac­tions.

² Where such ob­lig­a­tions were in­curred ex­pressly in the name of the com­pany to be foun­ded and are as­sumed by the lat­ter with­in three months of its entry in the com­mer­cial re­gister, the per­sons who con­trac­ted them are re­lieved of li­ab­il­ity and only the com­pany is li­able.

The res­ol­u­tion ad­op­ted by the gen­er­al meet­ing or the board of dir­ect­ors con­cern­ing an amend­ment of the art­icles of as­so­ci­ation must be done as a pub­lic deed and entered in the com­mer­cial re­gister.

¹ The gen­er­al meet­ing may re­solve to make an or­din­ary in­crease in share cap­it­al.

² The res­ol­u­tion of the gen­er­al meet­ing must be done as a pub­lic deed and con­tain the fol­low­ing in­form­a­tion:

1.

the nom­in­al value or, if ap­plic­able, the max­im­um nom­in­al value by which the share cap­it­al is to be in­creased;

2.

the num­ber or, if ap­plic­able, the nom­in­al value and type of newly is­sued shares and pref­er­en­tial rights per­tain­ing to spe­cif­ic classes of shares;

3.

the is­sue price or the au­thor­ity con­ferred on the board of dir­ect­ors to set the price, and the date on which the new shares en­title their hold­ers to re­ceive di­vidends;

4.

in the case of con­tri­bu­tions in kind: their nature and value, the name of the con­trib­ut­or and the shares is­sued in re­turn and any oth­er con­sid­er­a­tions provided by the com­pany;

5.

in the case of shares paid up by off­set with a claim: the amount of the claim off­set, the name of the cred­it­or and the shares due to them;

6.

the con­ver­sion of freely dis­pos­able equity cap­it­al;

7.

the nature and value of spe­cial priv­ileges and the names of the be­ne­fi­ciar­ies;

8.

any re­stric­tion on the trans­fer­ab­il­ity of new re­gistered shares;

9.

any re­stric­tions on or can­cel­la­tion of the sub­scrip­tion right and the con­sequences if this right is not ex­er­cised or is with­drawn;

10.

the con­di­tions to be met when ex­er­cising con­trac­tu­al sub­scrip­tion rights.

³ An ap­plic­a­tion to re­gister the cap­it­al in­crease must be filed with the com­mer­cial re­gister of­fice with­in six months of the res­ol­u­tion of the gen­er­al meet­ing, oth­er­wise the res­ol­u­tion be­comes in­val­id

¹ The shares are sub­scribed in a spe­cial doc­u­ment (sub­scrip­tion form) in ac­cord­ance with the pro­vi­sions gov­ern­ing the found­a­tion of the com­pany.

² The sub­scrip­tion form must make ref­er­ence to the res­ol­u­tion of the gen­er­al meet­ing con­cern­ing the share cap­it­al in­crease and the re­lated res­ol­u­tion of the board of dir­ect­ors. Where the law re­quires a pro­spect­us, the sub­scrip­tion form also refers to this.³⁶⁰

³ …³⁶¹

¹ Every share­hold­er is en­titled to the pro­por­tion of the newly is­sued shares that cor­res­ponds to their ex­ist­ing par­ti­cip­a­tion.

² A res­ol­u­tion by the gen­er­al meet­ing to in­crease the share cap­it­al may re­strict or can­cel this sub­scrip­tion right only for good cause.In par­tic­u­lar, the takeover of com­pan­ies, parts of com­pan­ies or equity in­terests and em­ploy­ee share own­er­ship are deemed to be good cause.³⁶⁵

³ Where the com­pany has gran­ted a share­hold­er the right to sub­scribe to shares, it may not bar them from ex­er­cising such a right on the basis of a re­stric­tion on the trans­fer­ab­il­ity of re­gistered shares laid down in the art­icles of as­so­ci­ation.

⁴ No one may gain an un­due ad­vant­age or suf­fer an un­due dis­ad­vant­age as a res­ult of the re­stric­tion or can­cel­la­tion of the sub­scrip­tion right or the fix­ing of the is­sue price.³⁶⁶

Un­less the law provides oth­er­wise, cap­it­al con­tri­bu­tions must be made in ac­cord­ance with the pro­vi­sions gov­ern­ing the found­a­tion of the com­pany.

¹ The share cap­it­al may also be in­creased through con­ver­sion of freely dis­pos­able equity cap­it­al.

² The equity cap­it­al used to meet the amount of the in­crease is shown:

1.

in the an­nu­al ac­counts as ap­proved by the gen­er­al meet­ing and audited by a li­censed aud­it­or; or

2.

in an in­ter­im ac­count audited by a li­censed aud­it­or, provided the bal­ance sheet date at the time of the res­ol­u­tion of the gen­er­al meet­ing is more than six months in the past.³⁷¹

³ The art­icles of as­so­ci­ation must in­dic­ate that the cap­it­al in­crease was made by con­vert­ing freely dis­pos­able equity cap­it­al.³⁷²

The board of dir­ect­ors shall draw up a writ­ten re­port in which it gives ac­count of:

1.³⁷⁵

the nature and con­di­tion of con­tri­bu­tions in kind and the ap­pro­pri­ate­ness of their valu­ation;

2.

the ex­ist­ence of debts and wheth­er such debts may be set off;

3.

the free dis­pos­ab­il­ity of the equity cap­it­al thus con­ver­ted;

4.

com­pli­ance with the res­ol­u­tion of the gen­er­al meet­ing, in par­tic­u­lar con­cern­ing re­stric­tions on or can­cel­la­tion of sub­scrip­tion rights and the al­loc­a­tion of sub­scrip­tion rights that have not been ex­er­cised or have been with­drawn;

5.

the reas­ons for and ap­pro­pri­ate­ness of spe­cial priv­ileges ac­cor­ded to spe­cif­ic share­hold­ers or oth­er per­sons.

¹ A li­censed aud­it­or shall veri­fy the cap­it­al in­crease re­port and con­firm in writ­ing that it is com­plete and ac­cur­ate.³⁷⁸

² No such audit con­firm­a­tion is re­quired where the cap­it­al con­tri­bu­tion for the new share cap­it­al is made in money, the share cap­it­al in­crease is not for the pur­pose of fund­ing an ac­quis­i­tion in kind and sub­scrip­tion rights are not re­stric­ted or can­celled.

¹ Once the cap­it­al in­crease re­port and, where re­quired, the audit con­firm­a­tion are avail­able, the board of dir­ect­ors shall amend the art­icles of as­so­ci­ation and de­clare that:

1.

all shares are val­idly sub­scribed for;

2.

the prom­ised cap­it­al con­tri­bu­tions cor­res­pond to the full is­sue price;

3.

the re­quire­ments pre­scribed by law, the art­icles of as­so­ci­ation and the res­ol­u­tion of the gen­er­al meet­ing for mak­ing the con­tri­bu­tions are met at the time of the de­clar­a­tions;

4.

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

5.

it has re­ceived the doc­u­ments on which the cap­it­al in­crease is based.

² The res­ol­u­tion on the amend­ment of the art­icles of as­so­ci­ation and de­clar­a­tions must be done as pub­lic deeds. The not­ary must name each of the doc­u­ments sup­port­ing the cap­it­al in­crease in­di­vidu­ally and con­firm that the doc­u­ments were presen­ted to them. The sup­port­ing doc­u­ments must be at­tached to the pub­lic deed.

Shares is­sued pri­or to en­ter­ing the cap­it­al in­crease in the com­mer­cial re­gister are void; the ob­lig­a­tions arising from the share sub­scrip­tion re­main ef­fect­ive.

¹ The gen­er­al meet­ing re­solve to cre­ate con­tin­gent cap­it­al by grant­ing share­hold­ers, cred­it­ors of bonds or sim­il­ar debt in­stru­ments, em­ploy­ees, mem­bers of the board of dir­ect­ors of the com­pany or an­oth­er com­pany in the group or third parties the right to sub­scribe for new shares (con­ver­sion and op­tion rights).

² The share cap­it­al auto­mat­ic­ally in­creases whenev­er and to the ex­tent that such con­ver­sion or op­tion rights are ex­er­cised and the con­tri­bu­tion ob­lig­a­tions are dis­charged by pay­ment or off­set­ting.

³ The provisions on increasing the share capital from contingent capital also applymutatis mutandisin the event that conversion and acquisition requirements are imposed.

⁴ The fore­go­ing para­graphs are sub­ject to the reg­u­la­tions of the Bank­ing Act of 8 Novem­ber 1934³⁸² on re­serve cap­it­al.

¹ The nom­in­al amount by which the share cap­it­al may be in­creased in this con­tin­gent man­ner must not ex­ceed one-half of the share cap­it­al spe­cified in the com­mer­cial re­gister.³⁸⁴

² The cap­it­al con­tri­bu­tion must be at least equal to the nom­in­al value.

¹ The art­icles of as­so­ci­ation must stip­u­late:

1.³⁸⁶

the nom­in­al value of the con­tin­gent cap­it­al;

2.

the num­ber, nom­in­al value and type of shares;

3.

the be­ne­fi­ciar­ies of con­ver­sion or op­tion rights;

4.³⁸⁷

any re­stric­tion or can­cel­la­tion of the sub­scrip­tion right of ex­ist­ing share­hold­ers, provided they are not al­loc­ated the op­tion rights;

5.

pref­er­en­tial rights at­tached to spe­cif­ic classes of shares;

6.

the re­stric­tions on the trans­fer­ab­il­ity of newly re­gistered shares;

7.³⁸⁸

the pro­ced­ure for ex­er­cising the con­ver­sion or op­tion rights and for waiv­ing these rights.

² Where the bonds or sim­il­ar debt in­stru­ments to which the con­ver­sion or op­tion rights at­tach are not offered first to the share­hold­ers for sub­scrip­tion, the art­icles of as­so­ci­ation must also stip­u­late:

1.

the con­di­tions on which the con­ver­sion or op­tion rights may be ex­er­cised;

2.

the basis on which the is­sue amount is to be cal­cu­lated.

³ Con­ver­sion or op­tion rights gran­ted be­fore the pro­vi­sion of the art­icles of as­so­ci­ation con­cern­ing the con­tin­gent cap­it­al has been entered in the com­mer­cial re­gister are void.³⁸⁹

¹ If the shareholders are granted option rights in connection with contingent capital, the rules on the subscription right in the case of an ordinary capital increase applymutatis mutandis.

² If bonds or sim­il­ar debt in­stru­ments to which con­ver­sion or op­tion rights at­tach are is­sued in con­nec­tion with con­tin­gent cap­it­al, they must be offered first to the share­hold­ers for sub­scrip­tion in pro­por­tion to the share­hold­ers’ ex­ist­ing par­ti­cip­a­tions.

³ This pri­or­ity sub­scrip­tion right may be re­stric­ted or can­celled if:

1.

there is good cause; or

2.

the shares lis­ted on a stock ex­change and the bonds or sim­il­ar debt in­stru­ments are is­sued sub­ject to ap­pro­pri­ate con­di­tions.

⁴ No one may gain an un­due ad­vant­age or suf­fer an un­due dis­ad­vant­age as a res­ult of the re­stric­tion or can­cel­la­tion of the sub­scrip­tion right or the pri­or­ity sub­scrip­tion right.

¹ Per­sons who have a con­ver­sion or op­tion right may not be barred from ex­er­cising that right on ac­count of re­stric­tions on the trans­fer­ab­il­ity of re­gistered shares, un­less this pos­sib­il­ity is re­served in the art­icles of as­so­ci­ation and the pro­spect­us.³⁹²

² Con­ver­sion or op­tion rights may be ad­versely af­fected by a share cap­it­al in­crease, by the is­sue of new con­ver­sion or op­tion rights, or in some oth­er man­ner only if the con­ver­sion price is lowered or the be­ne­fi­ciar­ies are gran­ted some oth­er form of ad­equate com­pens­a­tion or if the share­hold­ers suf­fer the same ad­verse ef­fect.

¹ The de­clar­a­tion on the ex­er­cise of the con­ver­sion or op­tion rights shall refer to the pro­vi­sion of the art­icles of as­so­ci­ation con­cern­ing the con­tin­gent cap­it­al; where the law re­quires a pro­spect­us, the de­clar­a­tion must refer to it.³⁹⁴

² Money con­tri­bu­tions must be de­pos­ited in a bank as defined in Art­icle 1 para­graph 1 of the Bank­ing Act of 8 Novem­ber 1934³⁹⁵ for the ex­clus­ive use of the com­pany.³⁹⁶

³ The share­hold­er’s rights are es­tab­lished when the cap­it­al con­tri­bu­tion is made.

¹ At the end of each fin­an­cial year, a li­censed audit ex­pert shall veri­fy wheth­er the is­sue of the new shares was in con­form­ity with the law, the art­icles of as­so­ci­ation and, if ap­plic­able, the pro­spect­us. The ex­tern­al aud­it­or shall con­firm this in writ­ing.

² The board of dir­ect­ors may or­der the audit to be con­duc­ted earli­er.

¹ On re­ceipt of the audit con­firm­a­tion, the board of dir­ect­ors shall amend the art­icles of as­so­ci­ation and de­clare:

1.

the num­ber, nom­in­al value and type of the newly is­sued shares;

2.

if ap­plic­able the pref­er­en­tial rights that per­tain to in­di­vidu­al classes of shares;

3.

the status of the share cap­it­al and of the con­tin­gent cap­it­al as at the end of the fin­an­cial year or the date of the audit;

4.

that it has re­ceived the doc­u­ments on which the cap­it­al in­crease is based.

² If the articles of association specify a capital band, the board of directors shall in amending the articles of association adjust the upper and lower limits of the capital band according to the extent of the capital increase, unless the capital is being increased on the basis of authorisation granted to the board of directors to increase the capital with contingent capital.

³ The res­ol­u­tion on any amend­ment of the art­icles of as­so­ci­ation and the de­clar­a­tions must be done in a pub­lic deed. The not­ary must name the found­a­tion doc­u­ments in­di­vidu­ally and con­firm that they have been laid be­fore him or her. The sup­port­ing doc­u­ments shall be at­tached to the pub­lic deed.

¹ The board of dir­ect­ors may re­peal or amend the rel­ev­ant pro­vi­sion of the art­icles of as­so­ci­ation on the con­tin­gent cap­it­al if:

1.

the con­ver­sion or op­tion rights have ex­pired;

2.

no con­ver­sion or op­tion rights were gran­ted; or

3.

all or some of those en­titled have de­cided not to ex­er­cise the con­ver­sion or op­tion rights gran­ted to them.

² The art­icles of as­so­ci­ation may only be amended if a li­censed audit ex­pert has con­firmed the cir­cum­stances in writ­ing.

¹ The gen­er­al meet­ing may pass a res­ol­u­tion on re­du­cing the share cap­it­al. The board of dir­ect­ors shall pre­pare for and carry out the re­duc­tion.

² The cap­it­al may be re­duced by re­du­cing the nom­in­al value or by can­cel­ling shares.

³ The share cap­it­al may only be re­duced be­low 100,000 francs provided it is at the same time in­creased again at least to this amount. If the share cap­it­al is in a for­eign cur­rency, it must be re­placed by cap­it­al with a value equi­val­ent to at least 100,000 francs.

⁴ An ap­plic­a­tion to re­gister the re­duc­tion of the share cap­it­al must be filed with the com­mer­cial re­gister of­fice with­in six months of the res­ol­u­tion of the gen­er­al meet­ing, oth­er­wise the res­ol­u­tion be­comes in­val­id.

¹ If the share cap­it­al is re­duced, the board of dir­ect­ors shall no­ti­fy the cred­it­ors that they may re­quest se­cur­ity by re­gis­ter­ing their claims. The no­tice must be pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce. Applications to register claims must be made in writing, specifying the amount of and legal grounds for the claim.

² The com­pany must se­cure the cred­it­ors’ claims to the extent that the previous cover has been reduced by the capital reduction, provided the cred­it­ors re­quest it to do so with­in 30 days of pub­lic­a­tion in the Swiss Of­fi­cial Gaz­ette of Com­merce.

³ The ob­lig­a­tion to se­cure claims lapses if the com­pany meets the claim or proves that there is no risk that the claim will not be met as a res­ult of re­du­cing the share cap­it­al. If the audit confirmation is available, it may be presumed that there is no risk that the claim will not be met.

If the bal­ance sheet date is more than six months in the past at the time the gen­er­al meet­ing passes a res­ol­u­tion to re­duce the share cap­it­al, the com­pany must pre­pare an in­ter­im ac­count.

¹ Based on the ac­count and the res­ult of the call on cred­it­ors, a li­censed audit ex­pert must con­firm in writ­ing that the cred­it­ors’ claims will be fully covered even if the share cap­it­al is re­duced.

² If the audit con­firm­a­tion is already avail­able at the time that the gen­er­al meet­ing passes the res­ol­u­tion, the board of dir­ect­ors shall give no­tice of the res­ult. The li­censed audit ex­pert must be present at the gen­er­al meet­ing un­less the meet­ing has dis­pensed with such pres­ence by un­an­im­ous res­ol­u­tion.

The res­ol­u­tion of the gen­er­al meet­ing on re­du­cing the share cap­it­al must be done as a pub­lic deed and con­tain the fol­low­ing in­form­a­tion:

1.

the nom­in­al value or if ap­plic­able the max­im­um nom­in­al value by which the share cap­it­al will be re­duced;

2.

the meth­od for car­ry­ing out the cap­it­al re­duc­tion, in par­tic­u­lar wheth­er the re­duc­tion is made by re­du­cing the nom­in­al value or by can­cel­ling shares;

3.

the way in which the re­duced amount is to be used.

¹ If all the re­quire­ments for re­du­cing the share cap­it­al are met, the board of dir­ect­ors shall amend the art­icles of as­so­ci­ation and de­clare that the re­quire­ments un­der the law, the art­icles of as­so­ci­ation and the gen­er­al meet­ing res­ol­u­tion are met at the time of the de­clar­a­tions and that it has re­ceived the sup­port­ing doc­u­ments on which the cap­it­al re­duc­tion is based.

² The res­ol­u­tion on the amend­ment of the art­icles of as­so­ci­ation and the de­clar­a­tions of the board of dir­ect­ors must be done in a pub­lic deed. The not­ary must spe­cify the sup­port­ing doc­u­ments on which the cap­it­al re­duc­tion is based, and con­firm that the doc­u­ments were presen­ted to him or her. The sup­port­ing doc­u­ments must be at­tached to the pub­lic deed.

³ Funds re­leased by cap­it­al re­duc­tion may only be paid out to share­hold­ers after the cap­it­al re­duc­tion has been entered in the com­mer­cial re­gister.

¹ If the share cap­it­al is re­duced in or­der to partly or fully cor­rect a situ­ation of neg­at­ive net worth caused by losses and if a li­censed audit ex­pert con­firms to the gen­er­al meet­ing that the amount of the cap­it­al re­duc­tion does not ex­ceed the amount of the neg­at­ive net worth, the pro­vi­sions re­lat­ing to an or­din­ary cap­it­al re­duc­tion on securing claims, the interim account, the audit confirmationand the de­clar­a­tions of the board of dir­ect­ors do not ap­ply.

² The res­ol­u­tion of the gen­er­al meet­ing shall con­tain the in­form­a­tion spe­cified in Art­icle 653n. It shall make ref­er­ence to the res­ult of the audit re­port and amend the art­icles of as­so­ci­ation.

¹ If the share cap­it­al re­duced and at the same time in­creased to at least the pre­vi­ous amount and if the amount of the con­tri­bu­tion paid is not re­duced, the pro­vi­sions re­lat­ing to an or­din­ary cap­it­al re­duc­tion on securing claims, the interim account, the audit confirmationand the de­clar­a­tions of the board of dir­ect­ors do not ap­ply.

² However, the pro­vi­sions re­lat­ing to an or­din­ary cap­it­al in­crease ap­ply mu­tatis mutandis.

³ The board of dir­ect­ors need not amend the art­icles of as­so­ci­ation, provided the num­ber and the nom­in­al value of the shares and the amount of the con­tri­bu­tions made there­on re­main un­changed.

¹ If the share cap­it­al is re­duced to zero for the pur­pose of re­struc­tur­ing and then in­creased again, the cur­rent mem­ber­ship rights of the share­hold­ers lapse at the time of the re­duc­tion. Is­sued shares must be can­celled.

² When the share cap­it­al is in­creased again, the former share­hold­ers have sub­scrip­tion rights that may not be with­drawn from them.

¹ The art­icles of as­so­ci­ation may au­thor­ise the board of dir­ect­ors to vary the share cap­it­al with­in a band­width (cap­it­al band) for a peri­od not ex­ceed­ing five years. They shall spe­cify the lim­its with­in which the board of dir­ect­ors may in­crease and re­duce the share cap­it­al.

² The up­per lim­it of the cap­it­al band may not ex­ceed the share cap­it­al spe­cified in the com­mer­cial re­gister by more than half. The lower lim­it of the cap­it­al band may not be less than half of the share cap­it­al spe­cified in the com­mer­cial re­gister.

³ The art­icles of as­so­ci­ation may re­strict the powers of the board of dir­ect­ors. They may in par­tic­u­lar provide that the board of dir­ect­ors may only in­crease or only re­duce the share cap­it­al.

⁴ The art­icles of as­so­ci­ation may only au­thor­ise the board of dir­ect­ors to re­duce the share cap­it­al if the com­pany has not dis­pensed with a lim­ited audit of the an­nu­al ac­counts.

¹ If a cap­it­al band is in­tro­duced, the art­icles of as­so­ci­ation must spe­cify the fol­low­ing:

1.

the lower and the up­per lim­it of the cap­it­al band;

2.

the date on which the board of dir­ect­ors’ au­thor­ity to al­ter the share cap­it­al ends;

3.

re­stric­tions on and con­di­tions and re­quire­ments for au­thor­isa­tion;

4.

the number, nominal value and type of shares and the preferential rights of individual classes of shares or par­ti­cip­a­tion cer­ti­fic­ates;

5.

the nature and value of spe­cial priv­ileges and the names of the be­ne­fi­ciar­ies;

6.

re­stric­tions on the trans­fer­ab­il­ity of newly re­gistered shares;

7.

any re­stric­tion or can­cel­la­tion of the sub­scrip­tion right or the good cause for which the board of dir­ect­ors may re­strict or can­cel the sub­scrip­tion right, and the al­loc­a­tion of sub­scrip­tion rights that have not been ex­er­cised or have been with­drawn;

8.

the re­quire­ments for ex­er­cising con­trac­tu­ally ac­quired sub­scrip­tion rights;

9.

the au­thor­isa­tion of the board of dir­ect­ors to in­crease the cap­it­al with con­tin­gent cap­it­al and the in­form­a­tion spe­cified in Art­icle 653b;

10.

the au­thor­isa­tion of the board of dir­ect­ors to cre­ate par­ti­cip­a­tion cap­it­al.

² On ex­piry of its au­thor­isa­tion, the board of dir­ect­ors shall can­cel the pro­vi­sions gov­ern­ing the cap­it­al band in the art­icles of as­so­ci­ation.

¹ The board of dir­ect­ors may, with­in the lim­its of its au­thor­ity, in­crease and re­duce the share cap­it­al.

² If the board of dir­ect­ors de­cides to in­crease or re­duce the share cap­it­al, it shall is­sue the re­quired pro­vi­sions, un­less they are con­tained in the gen­er­al meet­ing’s res­ol­u­tion on au­thor­isa­tion.

³ In the case of a reduction of the share capital within the capital band, the provisions on securing claims, the interim account and the audit confirmation in the case of an ordinary capital reduction applymutatis mutandis.

⁴ Fol­low­ing any in­crease or re­duc­tion in the share cap­it­al, the board of dir­ect­ors shall make the re­quired de­clar­a­tions and shall amend the art­icles of as­so­ci­ation ac­cord­ingly. The res­ol­u­tion on the amend­ment of the art­icles of as­so­ci­ation and the de­clar­a­tions of the board of dir­ect­ors must be done in a pub­lic deed.

⁵ Oth­er­wise, the rules on an or­din­ary cap­it­al in­crease, a cap­it­al in­crease from con­tin­gent cap­it­al and a cap­it­al re­duc­tion ap­ply mu­tatis mutandis.

¹ If the gen­er­al meet­ing re­solvesto increase or reduce the share capital or to change the currency of the share capital dur­ing the term of the board of directors’ authorisation, the res­ol­u­tion on the cap­it­al band shall lapse. The art­icles of as­so­ci­ation must be amended ac­cord­ingly.

²If the general meeting resolves to introduce contingent capital, the upper and lower limits of the capital band shall increase to the extent of the increase in the share capital. The general meeting may instead subsequently resolve to authorise the board of directors to increase the capital with conditional capital within the limits of the existing capital range.

¹ Pur­su­ant to or by amend­ment of the art­icles of as­so­ci­ation, the gen­er­al meet­ing may re­solve that pref­er­ence shares be is­sued or that ex­ist­ing shares be con­ver­ted in­to pref­er­ence shares.

² Where a com­pany has is­sued pref­er­ence shares, fur­ther pref­er­ence shares con­fer­ring pref­er­en­tial rights over the ex­ist­ing pref­er­ence shares may be is­sued only with the con­sent of both a spe­cial meet­ing of the ad­versely af­fected hold­ers of the ex­ist­ing pref­er­ence shares and of a gen­er­al meet­ing of all share­hold­ers, un­less oth­er­wise provided in the art­icles of as­so­ci­ation.

³ The same ap­plies to any pro­pos­al to vary or can­cel pref­er­en­tial rights at­tached to the pref­er­ence shares that were con­ferred pur­su­ant to the art­icles of as­so­ci­ation.

¹ Pref­er­ence shares en­joy the pref­er­en­tial rights vis-à-vis or­din­ary shares that are ex­pressly con­ferred on them by the ori­gin­al art­icles of as­so­ci­ation or by amend­ment there­of. In oth­er re­spects, they are of equal status with the or­din­ary shares.

² In par­tic­u­lar, pref­er­en­tial rights may re­late to the di­vidend, with or without rights to cu­mu­lat­ive di­vidends, to the share in the pro­ceeds of li­quid­a­tion and to sub­scrip­tion rights in the event that new shares are is­sued.

¹ The art­icles of as­so­ci­ation may provide for par­ti­cip­a­tion cap­it­al di­vided in­to spe­cif­ic amounts (par­ti­cip­a­tion cer­ti­fic­ates). These par­ti­cip­a­tion cer­ti­fic­ates must be in the same cur­rency as the share cap­it­al. They are is­sued against a cap­it­al con­tri­bu­tion, have a nom­in­al value and do not con­fer the right to vote.⁴¹⁹

² Un­less oth­er­wise provided by law, the pro­vi­sions gov­ern­ing share cap­it­al, shares and share­hold­ers also ap­ply to the par­ti­cip­a­tion cap­it­al, par­ti­cip­a­tion cer­ti­fic­ates and par­ti­cip­a­tion cer­ti­fic­ate hold­ers.

³ The par­ti­cip­a­tion cer­ti­fic­ates must be des­ig­nated as such.

⁴ Par­ti­cip­a­tion cap­it­al may be cre­ated:

1.

on found­a­tion;

2.

by an or­din­ary cap­it­al in­crease;

3.

by a cap­it­al in­crease from con­tin­gent cap­it­al;

4.

with­in a cap­it­al band.⁴²⁰

⁵ The con­ver­sion of shares in­to par­ti­cip­a­tion cer­ti­fic­ates re­quires the con­sent of all the share­hold­ers con­cerned.⁴²¹

¹ The part of the participation capital composed of participation certificates that are listed on a stock exchange may not exceed ten times the share capital specified in the commercial register. The remaining part of the participation capitalmust not ex­ceed an amount equal to double the share cap­it­al spe­cified in the com­mer­cial re­gister.

² The pro­vi­sions gov­ern­ing min­im­um cap­it­al do not ap­ply.

³ The par­ti­cip­a­tion cap­it­al must be ad­ded to the share cap­it­al when:

1.

form­ing the stat­utory re­tained earn­ings;

2.

us­ing the stat­utory cap­it­al re­serves and re­tained earn­ings;

3.

as­sess­ing wheth­er there is a situ­ation of neg­at­ive net worth or loss of cap­it­al;

4.

re­strict­ing the ex­tent of an in­crease in cap­it­al from con­tin­gent cap­it­al;

5.

de­term­in­ing the lower and up­per lim­its of a cap­it­al band.

⁴ The thresholds must be cal­cu­lated sep­ar­ately for share­hold­ers and par­ti­cip­a­tion cer­ti­fic­ate hold­ers when:

1.

in­stig­at­ing a spe­cial in­vest­ig­a­tion in the event that a related motion is rejected by thegen­er­al meet­ing;

2.

dissolving the company by court judgment;

3.

giv­ing no­tice of the be­ne­fi­cial own­er in ac­cord­ance with Art­icle 697j.

⁵ They shall be cal­cu­lated:

1.

based on the shares is­sued for the ac­quis­i­tion of the com­pany’s own shares;

2.

based on the par­ti­cip­a­tion cer­ti­fic­ates is­sued for the ac­quis­i­tion of the com­pany’s own par­ti­cip­a­tion cer­ti­fic­ates.

⁶ They shall be cal­cu­lated based solely on the share cap­it­al:

1.

for the right to con­vene the gen­er­al meet­ing;

2.

for the right to table agenda items and mo­tions.

¹ Par­ti­cip­a­tion cer­ti­fic­ate hold­ers have no right to vote and, un­less oth­er­wise provided by the art­icles of as­so­ci­ation, none of the rights as­so­ci­ated there­with.

² Rights as­so­ci­ated with the right to vote are the right to con­vene a gen­er­al meet­ing, the right to at­tend such a meet­ing, the right to in­form­a­tion, the right of in­spec­tion and the right to table agenda items and mo­tions.⁴²⁴

³ Sub­ject to the same re­quire­ments as the share­hold­er, the par­ti­cip­a­tion cer­ti­fic­ate hold­er has the right to in­stig­ate a spe­cial in­vest­ig­a­tion. If the art­icles of as­so­ci­ation do not provide for any more far-reach­ing rights, the par­ti­cip­a­tion cer­ti­fic­ate hold­er may sub­mit a writ­ten re­quest for in­form­a­tion, ac­cess to doc­u­ments or the in­stig­a­tion of a spe­cial in­vest­ig­a­tion to the gen­er­al meet­ing.⁴²⁵

¹ Whenev­er a gen­er­al meet­ing is con­vened, no­tice must be giv­en to par­ti­cip­a­tion cer­ti­fic­ate hold­ers to­geth­er with the agenda items and the mo­tions tabled.

² Any participation certificate holder may request access to the minutes within the 30 days following the general meeting.⁴²⁸

The art­icles of as­so­ci­ation may grant par­ti­cip­a­tion cer­ti­fic­ate hold­ers the right to have a rep­res­ent­at­ive on the board of dir­ect­ors.

¹ The art­icles of as­so­ci­ation must not place par­ti­cip­a­tion cer­ti­fic­ate hold­ers at a dis­ad­vant­age as against share­hold­ers in re­spect of the dis­tri­bu­tion of the dis­pos­able profit and the pro­ceeds of li­quid­a­tion and sub­scrip­tion to new shares.

² Where sev­er­al classes of shares ex­ist, the par­ti­cip­a­tion cer­ti­fic­ates must be treated as at least equi­val­ent to the low­est rank­ing class of shares.

³ Amend­ments to the art­icles of as­so­ci­ation and oth­er res­ol­u­tions of the gen­er­al meet­ing that ad­versely af­fect the po­s­i­tion of par­ti­cip­a­tion cer­ti­fic­ate hold­ers are per­mit­ted only if they also ad­versely af­fect the po­s­i­tion of the share­hold­ers to whom the par­ti­cip­a­tion cer­ti­fic­ate hold­ers are equal in status to the same de­gree.

⁴ Un­less oth­er­wise provided by the art­icles of as­so­ci­ation, the pref­er­en­tial rights of par­ti­cip­a­tion cer­ti­fic­ate hold­ers and their rights to par­ti­cip­ate in the com­pany’s gov­ernance as laid down by the art­icles of as­so­ci­ation may be re­stric­ted or can­celled only with the con­sent of a spe­cial meet­ing of the par­ti­cip­a­tion cer­ti­fic­ate hold­ers con­cerned and of the gen­er­al meet­ing of all share­hold­ers.

¹ Where par­ti­cip­a­tion cap­it­al is cre­ated, the share­hold­ers have a sub­scrip­tion right as for the is­sue of new shares.

² The art­icles of as­so­ci­ation may provide that share­hold­ers may sub­scribe only to shares and par­ti­cip­a­tion cer­ti­fic­ate hold­ers only to par­ti­cip­a­tion cer­ti­fic­ates where the share cap­it­al and the par­ti­cip­a­tion cap­it­al are to be in­creased sim­ul­tan­eously in the same pro­por­tions.

³ Where only the par­ti­cip­a­tion cap­it­al or only the share cap­it­al is to be in­creased or one is to be in­creased by a great­er pro­por­tion, the sub­scrip­tion rights must be al­loc­ated so that share­hold­ers and par­ti­cip­a­tion cer­ti­fic­ate hold­ers may re­tain their re­l­at­ive par­ti­cip­a­tions in the over­all cap­it­al.

¹ The art­icles of as­so­ci­ation may provide for the cre­ation of di­vidend rights cer­ti­fic­ates in fa­vour of per­sons linked with the com­pany by pre­vi­ous cap­it­al par­ti­cip­a­tion or by vir­tue of be­ing share­hold­ers, cred­it­ors, em­ploy­ees or sim­il­ar. The art­icles of as­so­ci­ation must in­dic­ate the num­ber of di­vidend rights cer­ti­fic­ates is­sued and the nature of the as­so­ci­ated rights.

² Such di­vidend rights cer­ti­fic­ates en­title their hold­ers only to a share in the dis­pos­able profit or the pro­ceeds of li­quid­a­tion or to sub­scribe to new shares.

³ The di­vidend rights cer­ti­fic­ate must not have a nom­in­al value; it must not be called a par­ti­cip­a­tion cer­ti­fic­ate or is­sued in ex­change for a cap­it­al con­tri­bu­tion stated as an as­set in the bal­ance sheet.

⁴ By op­er­a­tion of law, the be­ne­fi­ciar­ies un­der di­vidend rights cer­ti­fic­ates form a com­munity to which the pro­vi­sions gov­ern­ing the com­munity of bond cred­it­ors ap­ply mu­tatis mutandis. However, a de­cision to waive some or all rights un­der di­vidend rights cer­ti­fic­ates is bind­ing only if taken by the hold­ers of a ma­jor­ity of all such cer­ti­fic­ates in cir­cu­la­tion.

⁵ Di­vidend rights cer­ti­fic­ates may be cre­ated in fa­vour of the com­pany’s founder mem­bers only by means of the ori­gin­al art­icles of as­so­ci­ation.

¹ The com­pany may ac­quire its own shares only where freely dis­pos­able equity cap­it­al is avail­able at its ac­quis­i­tion value.

² The ac­quis­i­tion by a com­pany of its own shares is lim­ited to 10 per cent of the share cap­it­al spe­cified in the com­mer­cial re­gister.

³ If the ac­quis­i­tion is con­nec­ted with a re­stric­tion on trans­fer­ab­il­ity or an ac­tion for dis­sol­u­tion, the fore­go­ing up­per lim­it is 20 per cent. The shares that ex­ceed the threshold of 10 per cent must be sold or can­celled by means of a cap­it­al re­duc­tion with­in two years.

¹ If a com­pany ac­quires its own shares, the right to vote and the rights as­so­ci­ated there­with for these shares shall be sus­pen­ded.

² The right to vote on the com­pany’s own shares and the rights as­so­ci­ated there­with shall also be sus­pen­ded if the com­pany trans­fers its own shares and it is agreed to take back or re­turn the shares con­cerned.

³ If the right to vote is ex­er­cised, even though it is sus­pen­ded, the pro­vi­sions gov­ern­ing un­au­thor­ised par­ti­cip­a­tion in the gen­er­al meet­ing (Art. 691) ap­ply.

⁴ The com­pany must in­dic­ate an amount equi­val­ent to the cost of ac­quir­ing its own shares on its bal­ance sheet as neg­at­ive items in the equity cap­it­al (Art. 959a para. 2 no 3 let. e).

¹ If a com­pany con­trols one or more un­der­tak­ings (Art. 963), any ac­quis­i­tion of its shares by such an un­der­tak­ing is sub­ject to the same re­stric­tions and has the same con­sequences as the ac­quis­i­tion of its own shares mu­tatis mutandis.

² The con­trolling com­pany must show a sep­ar­ate amount equi­val­ent to the ac­quis­i­tion value of these shares for the shares in ac­cord­ance with para­graph 1 as stat­utory re­tained earn­ings.

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 classes of shares 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 The fol­low­ing shall be as­signed to the stat­utory cap­it­al re­serve:

1.

any share is­sue pro­ceeds in ex­cess of the nom­in­al value and the is­sue costs;

2.

the amounts paid up on for­feited shares (Art. 681 para. 2) that have been re­tained, un­less there is a short­fall on the shares newly is­sued in re­turn;

3.

oth­er con­tri­bu­tions and ad­vances made by hold­ers of equity se­cur­it­ies.

² The stat­utory cap­it­al re­serve may be re­paid to the share­hold­ers if the stat­utory cap­it­al re­serves and re­tained earn­ings, under deduction of any losses, ex­ceed one half of the share cap­it­al spe­cified in the com­mer­cial re­gister.

³ Com­pan­ies whose primary pur­pose is to hold equity par­ti­cip­a­tions in oth­er com­pan­ies (hold­ing com­pan­ies) may re­pay the stat­utory cap­it­al re­serve to the share­hold­ers if the stat­utory cap­it­al re­serves and re­tained earn­ings ex­ceed 20 per cent of the share cap­it­al spe­cified in the com­mer­cial re­gister.

⁴ The stat­utory re­tained earn­ings for the com­pany’s own shares in the group (Art. 659b) and the stat­utory re­tained earn­ings from re­valu­ations (Art. 725c) shall not be taken in­to con­sid­er­a­tion when cal­cu­lat­ing the lim­its in para­graphs 2 and 3.

¹ 5 per cent of the an­nu­al profit shall be as­signed to the stat­utory re­tained earn­ings. If there is a loss car­ried for­ward, it must be cleared be­fore the profit is as­signed to the re­serve.

² The stat­utory re­tained earn­ings shall be in­creased un­til, when taken to­geth­er with the stat­utory cap­it­al re­serve, they reach one half of the share cap­it­al spe­cified in the com­mer­cial re­gister. Hold­ing com­pan­ies must in­crease the stat­utory re­tained earn­ings un­til, when taken with the stat­utory cap­it­al re­serve, they reach 20 per cent of the share cap­it­al spe­cified in the com­mer­cial re­gister.

³ Art­icle 671 para­graphs 2, 3 and 4 ap­plies mu­tatis mutandis to cal­cu­lat­ing and us­ing the stat­utory re­tained earn­ings.

¹ The gen­er­al meet­ing may provide for the form­a­tion of vol­un­tary re­tained earn­ings in the art­icles of as­so­ci­ation or by res­ol­u­tion.

² Vol­un­tary re­tained earn­ings may only be formed if jus­ti­fied in or­der to en­sure the long-term prosper­ity of the un­der­tak­ing, tak­ing ac­count of the in­terests of all the share­hold­ers.

³ The gen­er­al meet­ing may pass a res­ol­u­tion on us­ing vol­un­tary re­tained earn­ings, sub­ject to the rules on off­set­ting losses.

¹ Losses must be off­set in the fol­low­ing or­der against:

1.

the profit car­ried for­ward;

2.

the vol­un­tary re­tained earn­ings;

3.

the stat­utory re­tained earn­ings;

4.

the stat­utory cap­it­al re­serve.

² In­stead of be­ing off­set against the stat­utory re­tained earn­ings or the stat­utory cap­it­al re­serve, re­main­ing losses may also be car­ried for­ward in part or in their en­tirety to the next an­nu­al ac­counts.

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.⁴⁵⁷

³ Di­vidends may only be fixed after the as­sign­ments have been made to the stat­utory re­tained earn­ings and the vol­un­tary re­tained earn­ings.⁴⁵⁸

¹ The gen­er­al meet­ing may re­solve to pay an in­ter­im di­vidend based on an interim account.

² The external auditor must review the interim account before the general meeting passes the resolution. No audit is required if the company is not required tohave its an­nu­al ac­counts re­viewed by an ex­tern­al aud­it­or in a lim­ited audit. The audit may be dispensed with if all the shareholders agree to paying the interim dividend and the creditors’ claims are not put at risk thereby.

³ The pro­vi­sions gov­ern­ing di­vidends ap­ply (Art. 660 para. 1 and 3, 661, 671–674, 675 para. 2, 677, 678, 731 and 958e).

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, mem­bers of the board of dir­ect­ors, per­sons in­volved in the com­pany’s man­age­ment activ­it­ies and mem­bers of the board of ad­visors and their close as­so­ci­ates are re­quired to re­pay any di­vidends, shares of profits paid to board mem­bers, oth­er shares of profits, re­mu­ner­a­tion, in­terest be­fore com­mence­ment of op­er­a­tions, stat­utory cap­it­al re­serves and re­tained earn­ings or oth­er be­ne­fits that they have un­duly taken.

² If the com­pany ac­cepts as­sets from such per­sons or if it enters in­to oth­er forms of leg­al trans­ac­tion with them, these per­sons shall be re­quired to re­pay the as­sets con­cerned where there is an ob­vi­ous dis­crep­ancy between the per­form­ance and the con­sid­er­a­tion.

³ Art­icle 64 ap­plies.

⁴ The claim for re­pay­ment is that of the com­pany and the share­hold­er. The shareholder’s claim is for performance to the company.

⁵ The gen­er­al meet­ing may re­solve that the com­pany raise an ac­tion for re­pay­ment. They may del­eg­ate the con­duct of the pro­ceed­ings to the board of dir­ect­ors or a rep­res­ent­at­ive.

⁶ In the event of the company’s bankruptcy, Article 757 appliesmutatis mutandis.

¹ The claim for re­pay­ment is sub­ject to a pre­script­ive peri­od of three years from when the com­pany or the share­hold­er be­came aware of the mat­ter, or in any event ten years from the claim arising. This peri­od is sus­pen­ded dur­ing a pro­ced­ure for or­der­ing a spe­cial in­vest­ig­a­tion and the con­duct of that in­vest­ig­a­tion.

² If the re­cip­i­ent has by their con­duct com­mit­ted a crim­in­al of­fence, the claim for re­pay­ment pre­scribes at the earli­est when the right to pro­sec­ute the of­fence be­comes time-barred. If the right to pro­sec­ute can no longer be­come time-barred be­cause a first in­stance crim­in­al judg­ment has been is­sued, the claim pre­scribes at the earli­est three years after no­tice of the judg­ment is giv­en.

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 …⁴⁶⁷

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 their share in good time is ob­liged to pay de­fault in­terest.

² Fur­ther, the board⁴⁶⁸ of dir­ect­ors has the power to de­clare that the de­fault­ing share­hold­er has for­feited their rights in re­spect of the share sub­scrip­tion and any part pay­ments already made and that their shares are for­feited and to is­sue new ones in their place. Where the for­feited shares have already been is­sued and can­not be phys­ic­ally ob­tained, the de­clar­a­tion of for­feit­ure is pub­lished in the Swiss Of­fi­cial Gaz­ette of Com­merce and in the form provided for in 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 a call 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 30 days com­men­cing on the date on which the last call was pub­lished.⁴⁶⁹ 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 If a com­pany no longer op­er­ates as a busi­ness, no longer has any dis­pos­able as­sets and is over­indebted, the trans­fer of shares is null and void.

² If the com­mer­cial re­gister of­fice in con­nec­tion with a no­ti­fic­a­tion reas­on­ably sus­pects such a share trans­fer, it shall re­quest the com­pany to sub­mit its cur­rent signed and, if the com­pany has an aud­it­or, audited an­nu­al ac­counts. If the com­pany fails to com­ply with this re­quest or if the an­nu­al ac­counts con­firm the sus­pi­cion, the com­mer­cial re­gister of­fice shall re­fuse the re­ques­ted entry.

³ Art­icle 934 re­mains re­served.

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 The company may also refuse to accept an acquirer ifat the com­pany’s re­quest the ac­quirer fails to de­clare ex­pressly that they have ac­quired the shares in their own name and for their own ac­count,that there is no agreement to take back or return the shares concerned and that they bear the economic risk associated with the shares.The company may not refuse acceptance on the grounds that the request was made by the acquirer’s bank.⁴⁷⁷

³ Where lis­ted⁴⁷⁸ 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 right to vote con­ferred by the shares or any oth­er rights as­so­ci­ated with that right to vote. 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 the right to vote 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 right to vote 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.