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

¹ The com­pany may re­fuse to give such con­sent provid­ing it states good cause cited in the art­icles of as­so­ci­ation or of­fers to ac­quire the shares from the party ali­en­at­ing them for the com­pany’s own ac­count, for the ac­count of oth­er share­hold­ers or for the ac­count of third parties at their real value at the time the re­quest was made.

² Pro­vi­sions gov­ern­ing the com­pos­i­tion of the share­hold­er group which are de­signed to safe­guard the pur­suit of the com­pany’s ob­jects or its eco­nom­ic in­de­pend­ence are deemed to con­sti­tute good cause.

³ Fur­ther, the com­pany may re­fuse entry in the share re­gister where the ac­quirer fails to de­clare ex­pressly that he has ac­quired the shares in his own name and for his own ac­count.

⁴ Where the shares were ac­quired by in­her­it­ance, di­vi­sion of es­tate, mat­ri­mo­ni­al prop­erty law or com­puls­ory ex­e­cu­tion, the com­pany may with­hold its con­sent only if it of­fers to pur­chase the shares from the ac­quirer at their real value.

⁵ The ac­quirer may re­quest the court at the seat of the com­pany to de­term­ine the real value. The costs of the valu­ation are borne by the com­pany.

⁶ Where the ac­quirer fails to de­cline such of­fer with­in a month of no­ti­fic­a­tion of the real value, it is deemed ac­cep­ted.

⁷ The art­icles of as­so­ci­ation may not im­pose more re­strict­ive con­di­tions on trans­fer­ab­il­ity.