Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading

¹The board of dir­ect­ors of the tar­get com­pany (Art. 125 para. 1) shall sub­mit a re­port to the hold­ers of equity se­cur­it­ies set­ting out its po­s­i­tion in re­la­tion to the of­fer. The in­form­a­tion in the re­port must be true and com­plete. The board of dir­ect­ors of the tar­get com­pany shall pub­lish the re­port.

²From the mo­ment the of­fer is pub­lished un­til the res­ult is an­nounced, the board of dir­ect­ors of the tar­get com­pany shall not enter in­to any leg­al trans­ac­tions which would have the ef­fect of sig­ni­fic­antly al­ter­ing the as­sets or li­ab­il­it­ies of the com­pany. De­cisions taken by the gen­er­al meet­ing of share­hold­ers are not sub­ject to this re­stric­tion and may be im­ple­men­ted ir­re­spect­ive of wheth­er they were ad­op­ted be­fore or after pub­lic­a­tion of the of­fer.

³The Takeover Board shall is­sue pro­vi­sions on:

a.

the re­port to be is­sued by the board of dir­ect­ors of the tar­get com­pany;

b.

any meas­ures which are aimed in an im­prop­er man­ner at frus­trat­ing an of­fer or pre­vent­ing it from be­ing suc­cess­ful.