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

¹ Unless the articles of association provide otherwise, the board of directors may delegate the man­age­ment of all or part of the com­pany’s busi­ness in accordance with organisational regulations to individual members or third parties (executive board).

² In the case of companies whose shares are listed on a stock exchange, the management of the company’s business may be delegated to individual members of the board of directors or to other natural persons. The management of the company’s assets may be delegated to natural persons or legal entities.

³ The organisational regulations shallreg­u­late the man­age­ment of the com­pany’s busi­ness, stip­u­late the bod­ies re­quired to carry this out, define their du­ties and, in par­tic­u­lar, reg­u­late the com­pany’s in­tern­al re­port­ing.

⁴ On re­quest, the board of dir­ect­ors shall is­sue in­form­a­tion in writ­ing or electronically con­cern­ing the or­gan­isa­tion of the busi­ness man­age­ment to share­hold­ers and com­pany cred­it­ors with a demon­strable in­terest war­rant­ing pro­tec­tion.

⁵Where management of the company’s business has not been delegated, it is the responsibility of all the members of the board of directors.