Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ Share­hold­ers and mem­bers of the board of dir­ect­ors and their close as­so­ci­ates who have un­duly and in bad faith re­ceived di­vidends, shares of profits paid to board mem­bers, oth­er shares of profits or in­terest be­fore com­mence­ment of op­er­a­tions are ob­liged to re­turn such be­ne­fits.

² They are like­wise ob­liged to re­turn oth­er be­ne­fits re­ceived from the com­pany to the ex­tent these are mani­festly dis­pro­por­tion­ate to the per­form­ance rendered in re­turn and to the com­pany’s eco­nom­ic situ­ation.

³ The claim for resti­tu­tion ac­crues to the com­pany and the share­hold­er; the lat­ter sues for per­form­ance to the com­pany.

⁴ The ob­lig­a­tion to re­turn such be­ne­fits pre­scribes five years after they were re­ceived.