Ordinance
on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading
(Financial Market Infrastructure Ordinance, FinMIO)

(Art. 126 para. 5 Fin­MIA)

¹ The Swiss Takeover Board shall levy a fee for re­view­ing the takeover of­fer whenev­er such an of­fer is made by any party.

² The fee is cal­cu­lated as a pro­por­tion of the value of the trans­ac­tion:

a.

0.05% for amounts up to CHF 250 mil­lion;

b.

0.02% for the part between CHF 250 mil­lion and CHF 625 mil­lion;

c.

0.01% for the part in ex­cess of CHF 625 mil­lion.

³ The fee shall amount to at least CHF 50,000 and a max­im­um of CHF 250,000. In spe­cial cases, the fee may be re­duced or in­creased by up to 50% de­pend­ing on the scope and com­plex­ity of the trans­ac­tion in ques­tion.

⁴ If se­cur­it­ies lis­ted on the stock ex­change are offered for ex­change, the total amount of the of­fer shall be as­cer­tained on the basis of the volume-weighted av­er­age clos­ing price over the last 60 trad­ing days pri­or to sub­mis­sion of the of­fer, or pri­or to the of­fer be­ing re­por­ted to the Swiss Takeover Board. For il­li­quid or un­lis­ted se­cur­it­ies, the fee shall be as­cer­tained on the basis of the aud­it­or's valu­ation.

⁵ In spe­cial cases, in par­tic­u­lar if the tar­get com­pany or a qual­i­fied share­hold­er causes the Swiss Takeover Board an un­usu­al amount of work, the Swiss Takeover Board may also re­quire the tar­get com­pany or the qual­i­fied share­hold­er to pay a fee. This shall amount to at least CHF 20,000, but no more than the fee pay­able by the of­fer­or.