Federal Act on the Amendment of the Swiss Civil Code

¹Shares in lim­ited li­ab­il­ity com­pan­ies that in­dic­ate a nom­in­al value and which are re­cor­ded un­der li­ab­il­it­ies on the bal­ance sheet, but will con­fer no vot­ing rights (par­ti­cip­a­tion cer­ti­fic­ates), are deemed after two years to be cap­it­al con­tri­bu­tions with the same prop­erty rights if they are not can­celled dur­ing this peri­od by means of a re­duc­tion in cap­it­al. If the shares are can­celled, the former par­ti­cipants must be paid com­pens­a­tion cor­res­pond­ing to the true value of the cer­ti­fic­ates.

²The re­quired res­ol­u­tions of the mem­bers' gen­er­al meet­ing may be passed with an ab­so­lute ma­jor­ity of the votes rep­res­en­ted, even if the art­icles of as­so­ci­ation provide oth­er­wise.

³Shares in lim­ited li­ab­il­ity com­pan­ies that are not re­cor­ded un­der li­ab­il­it­ies on the bal­ance sheet are gov­erned by the pro­vi­sions on di­vidend rights cer­ti­fic­ates once this Act comes in­to force, even if they are des­ig­nated par­ti­cip­a­tion cer­ti­fic­ates. They may not in­dic­ate a nom­in­al value and must be des­ig­nated di­vidend rights cer­ti­fic­ates. The des­ig­na­tion of the shares and the art­icles of as­so­ci­ation must be amended with­in two years.