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

¹Any­one who dir­ectly, in­dir­ectly or act­ing in con­cert with third parties ac­quires equity se­cur­it­ies which, ad­ded to the equity se­cur­it­ies already owned, ex­ceed the threshold of 33⅓% of the vot­ing rights of a tar­get com­pany, wheth­er ex­er­cis­able or not, must make an of­fer to ac­quire all lis­ted equity se­cur­it­ies of the com­pany. Tar­get com­pan­ies may raise this threshold to 49% of vot­ing rights in its art­icles of in­cor­por­a­tion.

²The price offered must be at least as high as the high­er of the fol­low­ing two amounts:

a.

the stock ex­change price;

b.

the highest price that the of­fer­or has paid for equity se­cur­it­ies of the tar­get com­pany in the pre­ced­ing twelve months.

³If the tar­get com­pany has is­sued sev­er­al classes of equity se­cur­it­ies, there must be an ap­pro­pri­ate re­la­tion­ship among the prices offered for the vari­ous classes of equity se­cur­it­ies.

⁴FINMA shall is­sue pro­vi­sions on the duty to make an of­fer. The Takeover Board shall have the right to put for­ward pro­pos­als.

⁵If there are suf­fi­cient in­dic­a­tions that a per­son has not met the duty to make an of­fer, the Takeover Board may take the fol­low­ing meas­ures un­til the duty to make an of­fer has been cla­ri­fied or, as ap­pro­pri­ate, the duty to make an of­fer has been ful­filled:

a.

sus­pend the vot­ing rights and as­so­ci­ated rights of this per­son; and

b.

pro­hib­it this per­son from ac­quir­ing fur­ther shares or ac­quis­i­tion or dis­pos­al rights re­lat­ing to shares of the tar­get com­pany, be it dir­ectly, in­dir­ectly or act­ing in con­cert with third parties.