Federal Act
on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading
(Financial Market Infrastructure Act, FinMIA)

¹ In jus­ti­fied cases, the Takeover Board may grant ex­emp­tions from the duty to make an of­fer, par­tic­u­larly in the fol­low­ing cases:

a.

where the trans­fer of vot­ing rights oc­curs with­in a group or­gan­ised pur­su­ant to an agree­ment or oth­er­wise. In such a case, only the group as such shall be sub­ject to the duty to make an of­fer;

b.

where the threshold is ex­ceeded as a res­ult of a de­crease in the total num­ber of vot­ing rights of the com­pany;

c.

where the threshold is ex­ceeded only tem­por­ar­ily;

d.

where the se­cur­it­ies have been ac­quired without con­sid­er­a­tion or on ex­er­cise of pre-empt­ive rights pur­su­ant to a share cap­it­al in­crease;

e.

where the se­cur­it­ies have been ac­quired for re­or­gan­isa­tion pur­poses.

² The duty to make an of­fer does not ap­ply if the vot­ing rights have been ac­quired as a res­ult of a dona­tion, suc­ces­sion or par­ti­tion of an es­tate, mat­ri­mo­ni­al prop­erty law or ex­e­cu­tion pro­ceed­ings.