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

(Art. 142 para. 2 and 143 para. 2 Fin­MIA)

¹ The buy­back of own equity se­cur­it­ies at mar­ket price as part of a pub­lic buy­back of­fer (buy­back pro­gramme) in ac­cord­ance with Art­icle 142 para­graph 1 let­ter a and Art­icle 143 para­graph 1 Fin­MIA is per­miss­ible, sub­ject to Art­icle 124, if:

a.

the buy­back pro­gramme lasts a max­im­um of three years;

b.

the scope of the buy­back pro­gramme does not ex­ceed a total of 10% of the cap­it­al and vot­ing rights and 20% of the free float of the equity se­cur­it­ies;

c.

the scope of the buy­back does not ex­ceed 25% of the av­er­age daily volume traded on the reg­u­lar trad­ing line dur­ing the 30 days pri­or to the pub­lic­a­tion of the buy­back pro­gramme;

d.

the pur­chase price is not great­er than:

1.

the last in­de­pend­ently achieved clos­ing price on the reg­u­lar trad­ing line, or

2.

the best cur­rent in­de­pend­ent bid price on the reg­u­lar trad­ing line, provided this is be­low the price re­ferred to in item 1;

e.

no prices are provided dur­ing breaks in trad­ing and dur­ing the open­ing or clos­ing auc­tion;

f.

sales of own equity se­cur­it­ies dur­ing the buy­back pro­gramme are made solely to ful­fil em­ploy­ee par­ti­cip­a­tion pro­grammes or meet the fol­low­ing con­di­tions:

1.

they are re­por­ted to the stock ex­change on the trad­ing day fol­low­ing their ex­e­cu­tion,

2.

they are pub­lished by the is­suer no later than the fifth trad­ing day after their ex­e­cu­tion, and

3.

their scope does not ex­ceed 5% of the av­er­age daily volume traded on the reg­u­lar trad­ing line dur­ing the 30 days pri­or to the pub­lic­a­tion of the buy­back pro­gramme;

g.

the key con­tent of the buy­back pro­gramme is pub­lished by means of a buy­back no­tice be­fore the start of the buy­back pro­gramme and re­mains pub­licly ac­cess­ible for the dur­a­tion of the buy­back pro­gramme; and

h.

the in­di­vidu­al buy­backs are re­por­ted to the stock ex­change as part of the buy­back pro­gram no later than the fifth trad­ing day fol­low­ing the buy­back and are pub­lished by the is­suer.

² The buy­back of own equity se­cur­it­ies at a fixed price or through the is­su­ance of put op­tions in ac­cord­ance with Art­icle 142 para­graph 1 let­ter a and Art­icle 143 para­graph 1 Fin­MIA is per­miss­ible, sub­ject to Art­icle 124, if:

a.

the buy­back pro­gramme lasts for at least ten trad­ing days;

b.

the scope of the buy­back pro­gramme does not ex­ceed a total of 10% of the cap­it­al and vot­ing rights and 20% of the free float of the equity se­cur­it­ies;

c.

the key con­tent of the buy­back pro­gramme is pub­lished by means of a buy­back no­tice be­fore the start of the buy­back pro­gramme and re­mains pub­licly ac­cess­ible for the dur­a­tion of the buy­back pro­gramme; and

d.

the in­di­vidu­al buy­backs are pub­lished by the is­suer no later than one stock mar­ket day after the end of the buy­back pro­gramme.

³ In in­di­vidu­al cases, the Swiss Takeover Board may au­thor­ise buy­backs of a lar­ger scope than those re­ferred to in para­graph 1 let­ters b and c and para­graph 2 let­ter b if this is com­pat­ible with the in­terests of in­vestors.

⁴ It is as­sumed that Art­icle 142 para­graph 1 let­ter a and Art­icle 143 para­graph 1 Fin­MIA are not vi­ol­ated if the pur­chase price paid on a sep­ar­ate trad­ing line is a max­im­um of 2% high­er than:

a.

the last clos­ing price achieved on the reg­u­lar trad­ing line; or

b.

the best cur­rent bid price on the reg­u­lar trad­ing line, provided this is be­low the price re­ferred to un­der let­ter a;