Change of control and defence measures

1. Duty to make an offer

Under Art. 135 para. 1 of the Fed­er­al Act on Finan­cial Mar­ket Infra­struc­tures and Mar­ket Con­duct in Secu­ri­ties and Deriv­a­tives Trad­ing (Fin­fraG), any­one whose direct or indi­rect share­hold­ings exceed 33 1/3% of the vot­ing rights is required to make a pub­lic ten­der offer for the com­pa­ny. The com­pa­nyʼs arti­cles of asso­ci­a­tion con­tain nei­ther an “opt­ing-out” nor an “opt­ing-up” clause. Under Art. 132 of Fin­fraG, if a pub­lic takeover offer has been made, the Board of Direc­tors is required to pro­vide share­hold­ers with the infor­ma­tion required to assess the offer. More­over, the Board of Direc­tors may not car­ry out any trans­ac­tions that would have a sig­nif­i­cant impact on the assets or lia­bil­i­ties of the com­pa­ny dur­ing this peri­od. This restric­tion does not apply to res­o­lu­tions of the AGM. The pro­vi­sions of Fin­fraG can be viewed at www.admin.ch.

2. Change of control clauses

None of the mem­bers of the Board of Direc­tors or the Exec­u­tive Man­age­ment has a change of con­trol clause in their contracts.