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

¹ The board of dir­ect­ors and every share­hold­er may chal­lenge res­ol­u­tions of the gen­er­al meet­ing which vi­ol­ate the law or the art­icles of as­so­ci­ation by bring­ing ac­tion against the com­pany be­fore the court.

² In par­tic­u­lar, chal­lenges may be brought against res­ol­u­tions which

1.

re­move or re­strict the rights of share­hold­ers in breach of the law or the art­icles of as­so­ci­ation;

2.

re­move or re­strict the rights of share­hold­ers in an im­prop­er man­ner;

3.

give rise to the un­equal treat­ment or dis­ad­vantaging of the share­hold­ers in a man­ner not jus­ti­fied by the com­pany’s ob­jects;

4.

trans­form the com­pany in­to a non-profit or­gan­isa­tion without the con­sent of all the share­hold­ers.⁵⁶¹

^3–4 …⁵⁶²

⁵ A court judg­ment that an­nuls a res­ol­u­tion made by the gen­er­al meet­ing is ef­fect­ive for and against all the share­hold­ers.