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

¹ Share­hold­ers may have their par­ti­cip­a­tion rights, in par­tic­u­lar their right to vote, ex­er­cised by a rep­res­ent­at­ive of their choice.

² The delegation of voting rights of corporate bodies and the delegation of voting rights to custodian banks are not permitted in the case of companies whose shares are listed on a stock exchange.

³If the company appoints an independent voting representativeor a voting representative for a corporate body, this person is obliged to vote according to their instructions. If they have not received any instructions, they shall abstain. The board of directors shall provide forms that must be used to authorise representation and issue instructions.

⁴ The in­de­pend­ence of the in­de­pend­ent vot­ing rep­res­ent­at­ive must not be com­prom­ised, wheth­er in fact or in ap­pear­ance. The rules on the in­de­pend­ence of the ex­tern­al aud­it­or in the case of the or­din­ary audit (Art. 728 para. 2–6) ap­ply mu­tatis mutandis.

⁵ Nat­ur­al per­sons, leg­al en­tit­ies or part­ner­ships may be ap­poin­ted as in­de­pend­ent vot­ing rep­res­ent­at­ives.