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;

3.⁵¹⁹

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;

5.⁵²⁰

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

6.⁵²¹

to pass res­ol­u­tions on re­pay­ing the stat­utory cap­it­al re­serve;

7.⁵²²

to dis­charge the mem­bers of the board of dir­ect­ors;

8.⁵²³

to del­ist the equity se­cur­it­ies of the com­pany;

9.⁵²⁴

to pass res­ol­u­tions con­cern­ing the mat­ters re­served to the gen­er­al meet­ing by law or the art­icles of as­so­ci­ation.⁵²⁵

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.⁵²⁶

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 least 20 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.

¹ The 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.

² In 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.⁵³⁹

³ The minutes must be signed by the minute-taker and by the per­son chair­ing the gen­er­al meet­ing.⁵⁴⁰

⁴ Any share­hold­er may re­quest ac­cess to the minutes with­in 30 days fol­low­ing the gen­er­al meet­ing.⁵⁴¹

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.⁵⁴²

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 1934⁵⁴⁶;

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.⁵⁴⁷

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.⁵⁴⁸

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 mo­tions re­lat­ing 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.⁵⁵²

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.⁵⁵⁴

^3–4 …⁵⁵⁵

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 …⁵⁵⁷

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.⁵⁶²

² …⁵⁶³

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. Mem­bers are 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 Art­icles 701c–701e mu­tatis 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.⁵⁷¹

³ Minutes shall be kept of the board’s dis­cus­sions and res­ol­u­tions; these shall be signed by the chair and by the minute-taker.⁵⁷²

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 re­port⁵⁷⁸, pre­par­ing for the gen­er­al meet­ing and im­ple­ment­ing its res­ol­u­tions;

7.⁵⁷⁹

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

8.⁵⁸⁰

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 shall reg­u­late 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.

⁵ Where 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.

² The 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.⁵⁸⁶

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.

⁴ The 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 1889⁵⁹⁹ 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. ⁶⁰³

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.⁶⁰⁴

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.

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 2005⁶⁰⁵. 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 2005⁶⁰⁶.

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.⁶⁰⁷

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;

4.⁶⁰⁸

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.⁶¹⁰

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.⁶¹²

^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.⁶¹³

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.⁶¹⁴

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 av­er­age re­mu­ner­a­tion 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;

4.⁶¹⁷

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.⁶¹⁸

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.⁶²²

⁴ Where the com­pany is dis­solved by court judg­ment, the court shall ap­point the li­quid­at­ors.⁶²³

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.⁶²⁵

² The dis­tri­bu­tion may take place no soon­er than one year after the day on which the call to cred­it­ors was made.⁶²⁶

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.⁶²⁷

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:

1.⁶³²

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.

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.⁶³⁵

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.⁶³⁷

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 1889⁶³⁹. 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.

⁴ In 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.⁶⁴⁰

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.⁶⁴²

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.⁶⁴⁵

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.⁶⁴⁷

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.⁶⁴⁸

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.⁶⁴⁹

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.⁶⁵⁰

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 …⁶⁵¹

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 …⁶⁵²

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 ap­ply mu­tatis mutandis.

¹ The cap­it­al con­tri­bu­tions shall have a nom­in­al value that is great­er than zero.⁶⁵⁵

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;

4.⁶⁵⁷

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;

3.⁶⁵⁹

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;

5.⁶⁶⁰

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;

6.⁶⁶¹

…

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:

1.⁶⁶²

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

2.⁶⁶³

…

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.⁶⁶⁶

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.⁶⁶⁷

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.⁶⁶⁸

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.⁶⁶⁹

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.

¹ Where cap­it­al con­tri­bu­tions are ac­quired through in­her­it­ance, dis­tri­bu­tion of an es­tate, mat­ri­mo­ni­al prop­erty law or en­force­ment pro­ceed­ings, all re­lated rights and ob­lig­a­tions shall be trans­ferred to the ac­quirer without re­quir­ing the con­sent of the mem­bers’ gen­er­al meet­ing.

² In or­der to ex­er­cise right to vote and re­lated rights, however, the ac­quirer shall re­quire the re­cog­ni­tion of the mem­bers’ gen­er­al meet­ing as a com­pany mem­ber who is eli­gible to vote.

³ The mem­bers’ gen­er­al meet­ing may re­fuse such re­cog­ni­tion only if the com­pany of­fers to ac­quire the cap­it­al con­tri­bu­tions from the ac­quirer at their true value. The of­fer may be made for the com­pany's own ac­count or for the ac­count of oth­er com­pany mem­bers or third parties. Un­less the ac­quirer re­jects the of­fer with­in a month of re­ceiv­ing no­tice of the true value, the of­fer is deemed to be ac­cep­ted.

⁴ Un­less the mem­bers’ gen­er­al meet­ing re­jects the re­quest for re­cog­ni­tion with­in six months of its re­ceipt, re­cog­ni­tion is deemed to be gran­ted.

⁵ The art­icles of as­so­ci­ation may waive the re­quire­ment of re­cog­ni­tion.

¹ If the law or the art­icles of as­so­ci­ation stip­u­late that the true value of the cap­it­al con­tri­bu­tions should be de­term­ined, the parties may re­quest the court to make the valu­ation.

² The court shall al­loc­ate the costs of the pro­ceed­ings and the valu­ation at its dis­cre­tion.

¹ The cre­ation of a usu­fruct over cap­it­al con­tri­bu­tions is gov­erned by the reg­u­la­tions on the trans­fer of cap­it­al con­tri­bu­tions.

² If the art­icles of as­so­ci­ation pro­hib­it as­sign­ment, then the cre­ation of a usu­fruct over cap­it­al con­tri­bu­tions is also pro­hib­ited.

¹ The art­icles of as­so­ci­ation may provide that the cre­ation of a charge over cap­it­al con­tri­bu­tions re­quires the con­sent of the mem­bers’ gen­er­al meet­ing. This may re­fuse its con­sent only for good cause.

² If the art­icles of as­so­ci­ation pro­hib­it as­sign­ment, then the cre­ation of a charge over cap­it­al con­tri­bu­tions is also pro­hib­ited.

¹ The com­pany shall keep a re­gister of cap­it­al con­tri­bu­tions. It must be kept in such a man­ner that it can be ac­cessed at any time in Switzer­land.⁶⁷⁰

² The fol­low­ing in­form­a­tion must be entered in the re­gister of con­tri­bu­tions:

1.

the names and ad­dresses of the com­pany mem­bers;

2.

the num­ber, the nom­in­al value and, if ap­plic­able, the class of the cap­it­al con­tri­bu­tions of each com­pany mem­ber;

3.

the names and ad­dresses of usu­fructu­ar­ies;

4.

the names and ad­dresses of charge cred­it­ors.

³ Com­pany mem­bers not en­titled to ex­er­cise the right to vote and re­lated rights must be spe­cific­ally in­dic­ated as com­pany mem­bers without the right to vote.

⁴ Com­pany mem­bers have the right to in­spect the re­gister of con­tri­bu­tions.

⁵ The doc­u­ments on which an entry is based must be re­tained for ten years fol­low­ing the de­le­tion of the per­son con­cerned from the re­gister of cap­it­al con­tri­bu­tions.⁶⁷¹

¹ Any per­son who alone or by agree­ment with third parties ac­quires cap­it­al con­tri­bu­tions and thus reaches or ex­ceeds the threshold of 25 per cent of the nom­in­al cap­it­al or rights to vote must with­in one month give no­tice to the com­pany of the first name and sur­name and the ad­dress of the nat­ur­al per­son for whom it is ul­ti­mately act­ing (the be­ne­fi­cial own­er).

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

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

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

⁵ The pro­vi­sions of the law on com­pan­ies lim­ited by shares re­lat­ing to the re­gister of be­ne­fi­cial own­ers (Art. 697l) and the con­sequences of fail­ing to com­ply with the ob­lig­a­tions to give no­tice (Art. 697m) ap­ply mu­tatis mutandis.

The com­pany mem­bers, to­geth­er with the num­ber and the nom­in­al value of their cap­it­al con­tri­bu­tions must be entered in the com­mer­cial re­gister.

Where a cap­it­al con­tri­bu­tion has two or more hold­ers:

1.

they must des­ig­nate one per­son as their rep­res­ent­at­ive; they may ex­er­cise the rights con­ferred by the cap­it­al con­tri­bu­tion only through this per­son;

2.

they are jointly and sev­er­ally li­able in re­spect of ob­lig­a­tions to make ad­di­tion­al fin­an­cial and ma­ter­i­al con­tri­bu­tions.

¹ The com­pany mem­bers are ob­liged to make a pay­ment cor­res­pond­ing to the is­sue price of their cap­it­al con­tri­bu­tions.

² The pay­ments may not be re­fun­ded.

The com­pany is li­able for its ob­lig­a­tions to the ex­tent of the com­pany as­sets only.