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.