Interroll Holding AG
Explanations of the Board of Directors on the revision of the Articles
of Incorporation(Implementation of the Corporate Law Reform)
Agenda Item 6
On January 1, 2023, the revision of the Swiss Code of Obligations (CO) entered into force (hereinafter
Corporate Law Reform). The main goals of the Corporate Law Reform are, among others, to modernize
the corporate governance, in particular by strengthening the shareholders' rights, as well as providing
more flexibility for conducting General Shareholders' Meetings. In addition, the Ordinance against
Excessive Compensation in Public Corporations, which came into force on January 1 2014, has beentransferred to the CO, with selective amendments to the previous provisions. Companies are granted
a transitional period of two years to adapt their articles of association.
In accordance with the new provisions, the Board of Directors submits to this year's Annual General
Meeting a revision of the Articles of Incorporation of Interroll Holding AG (Interroll) that implements
the requirements of the Corporate Law Reform as well as reflects the current best practice in corporate
governance.
The Board of Directors proposes to amend the Articles of Incorporation of Interroll (Articles) at thisyear's Annual General Meeting. The proposed amendments to the Articles are explained below (PartA). Subsequently, the proposed amendments are listed in detail and compared to the current
provisions of the Articles (Part B). References in this overview refer to the newly numbered Articles asproposed by the Board of Directors.

A. Explanations
1.

Agenda item 6.1: Amendment of the company's purpose (Art. 2)

Acting responsibly and sustainably is at the foundation of Interroll's business activities. Interroll
focuses on long-term business success while striving for an appropriate balance between ecologicalaction, social responsibility, and economic success. Interroll also requires its business partners,
suppliers, managers and employees to comply with the same principles.
The Board of Directors of Interroll aims to anchor these core values in Interroll's Articles andtherefore to amend Interroll's purpose as follows:"In pursuing its corporate purpose, the company seeks to create long-term sustainable value."
As an amendment to the corporate purpose, this agenda item has to be adopted by a qualified
majority of two thirds of the votes and the majority of the capital represented. This amendment to
the Articles is not related to the Corporate Law Reform.

Explanations of the Board of Directors on the revision of the Articles of Incorporation
2.

Agenda item 6.2: Amendments regarding the form of the shares (Art. 4, 5)Interroll has not issued share certificates for its registered shares. The shares of Interroll are issued inelectronic form only, i.e. in the form of intermediated securities within the meaning of the Federal
Intermediated Securities Act with underlying uncertificated securities. This is in line with common
practice of a Swiss listed company.
The proposed amendments to Art. 4 reflect this fact. Art. 4 will be amended to state that Interroll
generally issues its shares in the form of uncertified securities (i.e., without issuing certificates).
Therefore, the right of Interroll shareholders to demand printing or delivery of share certificates is
excluded. However, shareholders registered in Interroll's share register may request a confirmation
stating the number of shares registered in their name in the share register. The Board of Directors is
also given the flexibility to issue share certificates if needed.
The proposed amendments have no effect on the actual position of Interroll's shareholders. Interoll's
registered shares will continue to be issued in the form of intermediated securities. Their transfer is
not restricted by the proposed amendment to Art. 4 and may be effected by entries in theshareholders' securities accounts as before. The modalities of the transfer are specified in Art. 4
accordingly.
The current provisions of Art. 4 para. 3 and 4 do not concern the form of the shares and are therefore
being moved unchanged to Art. 5.
This agenda item has to be adopted by a simple majority of the votes cast. This amendment to the
Articles is not related to the Corporate Law Reform.
3.

Agenda 6.3: Amendments regarding share transfers/transfer restrictions (Art. 6)

Art. 6 reflects Art. 685d para. 2 CO, which expressly allows the Board of Directors to refuse the entry
in the share register – in addition to the already existing grounds – if the shareholder does not declareupon request that no agreement has been entered into regarding the redemption or return of thecorresponding shares or that they bear the economic risk of the shares in another way (securities
lending). This provision reduces the risk of harmful voting practices that are contrary to the interestsof the beneficial owners of Interroll.
Art. 6 para. 1 repeats provisions of Art. 5 and shall therefore be deleted.
This agenda item has to be adopted by a qualified majority of two thirds of the votes and the majorityof the capital represented. This amendment to the Articles is not related to the Corporate Law Reform.
4.

Agenda item 6.4: Virtual general meetings (Art. 10 para. 3)

Art. 701d para. 1 CO newly allows Swiss companies to hold their general meetings virtually without aphysical meeting place if their articles of association provide for this. At virtual general meetings,
shareholders can exercise their shareholder rights (incl. the right to ask live questions or submit
counterproposals and to vote) via live video streaming. Shareholders thus have full live participationand discussion rights and therefore the same participation rights as they would have for an in-person
meeting.
The Board of Directors currently has no plans to hold a General Meeting of Interroll without a physicalmeeting place. It nevertheless proposes to create the necessary basis in art. 10 para. 3 of the Articles

Seite 2 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation
to be able to hold virtual general meetings in the future in case of extraordinary
circumstances. The Board will regulate the use of electronic means (art. 701e CO).
5.

Agenda item 6.5: Amendments regarding special provisions for anchor shareholders (Art. 13 bisand 19)Art. 13bis and 19 contain an exception to the restriction on the exercise of voting rights according to
Art 13bis for certain family shareholders of Interroll, and a right of theirs to appoint two representatives
to the Board of Directors of Interroll, respectively. Both provisions are applicable as long as the family
shareholders hold more than 10% of the share capital of Interroll, each.
Due to the current shareholdings of the family shareholders, the above provisions no longer apply. In
the interest of good corporate governance, the Board of Directors therefore proposes to delete therespective provisions.
This agenda item has to be adopted by a simple majority of the votes cast. This amendment to the
Articles is not related to the Corporate Law Reform.
6.

Agenda item 6.6: Amendments of the rules on compensation of the Board of Directors and theGroup Management (Art. 12bis, 23bis, 24, 25)a)Advisory vote on the compensation report (Art. 12 bis)

Pursuant to Art. 735 para. 3 no. 4 CO, the general meeting has to vote on the compensation report forthe previous financial year in an advisory vote if it has approved the variable compensation for suchfinancial year in a prospective vote. The revised Art. 12 bis para. 2 reflects the new law.
b)

Use of the additional amount (Art. 12bis)

As part of the Corporate Law Reform, the use of the additional amount has been limited to persons
who join the Group Management. The use of the additional amount for promotions within the GroupManagement is no longer permitted. Art. 12bis is amended accordingly.
c)Mandate and employment agreements (Art. 23bis, 25)

According to Art. 735b CO, contracts with members of the Board of Directors regarding theirremuneration may not exceed their term of office. Furthermore, agreements with members of theGroup Management regarding their remuneration may either provide for an indefinite term with a
notice period of not more than one year, or for a fixed term not exceeding one year.
These provisions are newly reflected in Art. 25; the current Art. 23bis para. 2 item 3 is deleted
accordingly.
d)Maximum number of permitted mandates (Art. 24)

As part of the Corporate Law Reform, the rules regarding the maximum number of mandates ofmembers of the Board of Directors and the Group Management are adjusted. In particular, mandates
are redefined in the law.
The new Art. 24 reflects these changes, adapts the method to count mandates to common market
practice, and amends the permissible number of mandates in light of the new definition and current
governance standards. The rules regarding the maximum number of mandates in the previous Art. 19
is deleted accordingly.
Seite 3 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation
7.

Agenda item 6.7: Further amendments (Art. 5, 5bis, 7, 9, 10, 11, 12, 13bis, 15, 17, 18,
19, 21, 22, 23, 25, 28, 31)

All further amendments are summarized under agenda item 6.6. These primarily serve theimplementation of new options for the use of electronic means. In addition, provisions in the Articles
that are no longer required due to changes in law are removed.
This agenda item requires the approval of a simple majority of the votes cast in order to be adopted.
a)Amendment concerning the disclosure of shareholdings and the submission of a public offer(Art. 5bis)Art. 5bis repeats the rules according to Art. 120 ff. and Art. 135 ff. FMIA which irrespective of acorresponding provision in the Articles. Art. 5bis can therefore be deleted. This change is not an optingout according to Art. 125 para. 3 FMIA.
b)

Amendment concerning the conversion of bearer shares into registered shares and vice versa(Art. 7)

Before, bearer shares could be converted into registered shares or vice versa only if the articles ofassociation provided so. With the Corporate Law Reform, this requirement is abolished; Article 7 para.
1 can be deleted accordingly.
c)Right to convene a general meeting and right to add items to the agenda (Art. 9)

The threshold for convening a general meeting is adapted to the revised CO and reduced from 10% to
5% of the share capital or votes.
The threshold for adding an item to the agenda has also been reduced from 5% to 0.5% under the newlaw. Shareholders who exercise this right or the right to request the inclusion of proposals on theagenda may newly also submit a brief explanation. The proposed amendment in Art. 9 expresslyreflects this right in the Articles and specifies the modalities for its exercise.
d)Deletion of repetitions of the law (Art. 10, 11, 17, 18)

The Articles newly refrain from repeating certain provisions already provided by law. This concerns Art.
10 (Form of convening the Shareholders‘ Meeting), 11 (Totalitarian Shareholders‘ Meeting), 17 (Rightto obtain information on business affairs and consultation by the shareholders) and 18 (Right to put a
specific check in place). These provisions apply irrespective of a corresponding prevision in the Articles
and are therefore deleted without replacement.
e)Amendment concerning the powers and decision-making of the General Meeting (Art. 12, 15)

The proposed amendments reflect the supplemented catalogue of non-transferable powers of thegeneral meeting pursuant to Art. 698 para. 2 CO in Art. 12, as well as the catalogue of resolutions
requiring a qualified majority pursuant to Art. 704 OR in Art. 15. Both were amended as part of the
Corporate Law Reform.
In addition, Art. 15 clarifies that, subject to the required qualified majority, the General Meeting adopts
its resolutions with a simple majority of the votes cast.

Seite 4 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporationf)

Amendment concerning the Board of Directors (Art. 21, 22, 23, 24, 25)

The proposed Art. 21 simplifies the rules on the organization of the Board of Directors by generally
referring to Interroll's Organizational Regulations. Accordingly, and in line with market practice, theBoard of Directors will set out the rules for convening its meetings and passing resolutions in the
Organizational Regulations, without duplication in the Articles. The previous provisions in Art. 23
para. 1, 24 and 25 are deleted accordingly.
Art. 22 reflects the catalog of non-transferable duties of the Board of Directors pursuant to Art.
716a CO which was amended as part of the Corporate Law Reform, without granting the Board of
Directors additional powers beyond mandatory law.
g)

Amendment concerning the legal reserves (Art. 28)

The proposed Art. 28 corresponds to the provisions for accumulation of reserves which were amended
as part of the Corporate Law Reform.
h)Amendment concerning the form of notifications (Art. 31)

Art. 31 is amended in order to make use of the option to communicate by electronic means introducedwith the Corporate Law Reform.

Seite 5 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

B. Revision of the Articles of Association in detail
In the following, the current Articles and the proposed amendments to the Articles are comparedagainst each other.
The German version of the Articles is the only binding version. The English version of the Articles,
which has also been published, is merely a non-binding translation of the binding original German
version.
I – Company name and registered office
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 1

Art. 1

Under the following company name

[Art. 1 unchanged]

INTERROLL HOLDING AG
INTERROLL HOLDING SA
INTERROLL HOLDING LTD
there is hereby incorporated, with its registered office in S.Antonino,a joint stock company pursuant to these Articles of Incorporationand the of the company and the provisions of Title Twenty-Six of the
Swiss Code of Obligations.
II – Purpose
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 2Art. 2The purpose of the company is the acquisition, sale andadministration both in Switzerland and abroad of holdings inenterprises operating in the field of developing, designing andplanning of technical plants for transporting and warehousing, theproduction of elements for the research and techniques ofautomation of any type, as well as the acquisition and sale of theconstituting parts necessary for the aforesaid plants.

The purpose of the company is the acquisition, sale andadministration both in Switzerland and abroad of holdings inenterprises operating in the field of developing, designing andplanning of technical plants for transporting and warehousing, theproduction of elements for the research and techniques ofautomation of any type, as well as the acquisition and sale of theconstituting parts necessary for the aforesaid plants.

Furthermore, the purpose of the company is conferring the relevant
licenses, investing the profits and carrying out of loans andfinancing. It can make agreements of any type that are aimed atachieving its business purpose. It can acquire, evaluate and sellintangible fixed assets, above all patents, licenses, know-how andindustrial brands and trademarks.

In pursuing its corporate purpose, the company seeks to create
long-term, sustainable value.

The purpose of the company is also, in particular, the grouping ofcompanies within a group and the surveillance and coordinating of
the activities of the companies of the group both domestic andforeign.
The company is authorized to open domestic and foreign branches
and it is allowed to carry out all the business affairs that may arise
within the context of its business activities.

Furthermore, the purpose of the company is conferring the relevant
licenses, investing the profits and carrying out of loans andfinancing. It can make agreements of any type that are aimed atachieving its business purpose. It can acquire, evaluate and sellintangible fixed assets, above all patents, licenses, know-how andindustrial brands and trademarks.
The purpose of the company is also, in particular, the grouping ofcompanies within a group and the surveillance and coordinating of
the activities of the companies of the group both domestic andforeign.
The company is authorized to open domestic and foreign branches
and it is allowed to carry out all the business affairs that may arise
within the context of its business activities.

Seite 6 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

III – Share Capital / Shares
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 3 – Share Capital / SharesArt. 3 – Share Capital / Shares

The share capital is fixed in the amount of CHF 854,000.00 (eight
hundred and fifty four thousand) and is divided into 854,000 (eight
hundred and fifty four thousand) nominative shares with thenominal value of CHF 1.00 (one Swiss franc) each. The share capitalis fully subscribed and paid up.

[Art. 3 unchanged]

Art. 4 – SharesArt. 4 – Shares

In the place of individual shares the company can issue certificateswithout numbered coupons representing one or more shares.
These same shares can be exchanged free of charge, at any time,
for smaller certificates or a corresponding number of shares. A
member of the Board of Directors of the company must sign theshares and certificates.

The shares are as a rule issued in the form of uncertified
securities (within the meaning of the Swiss Code of Obligations).
The company may however issue shares in the form of individual
share certificates or global certificates. The company may cause
all or a part of its shares to be entered into a main register of acustodian as an underlying security for inter-mediated securities(within the meaning of the Swiss Intermediated Securities Act).

The Board of Directors of the company can decide to issue to theshareholders, in place of receivable securities, simple certificatesthat prove the fact that they are shareholders.
The company only recognizes one representative per share.
Only the person inscribed in the Shareholders’ Book of the company
is considered to be the holder of all the rights related to nominative
shares vis-à-vis the company. All the equity rights and services
provided by the company in relation to a nominative share arecarried out either directly to the person who is inscribed in the
Shareholders’ Book of the company or, indirectly, in favour of a bankthat has been indicated by the person who is inscribed in the
Shareholders’ Book of the company.
The company can renounce the printing and the issuing of sharecertificates for the nominative shares. For his own shares theshareholder can, at any time and free of charge, request the printing
and the delivery of the share certificates.
Non-printed nominative shares and the rights resulting from themcan only be transferred by way of assignment. In order to be valid,
the assignment must be properly notified to the company. The
company can communicate the assignment to the bank upon which
the shareholder has conferred the accounting administration of theshares that have been assigned.

To the extent permitted by law, the company, at its sole
discretion and without seeking a shareholder's approval, mayconvert shares issued in one of these forms into another suchform at any time. The costs of such transformation shall be borneby the company.
Shareholders are not entitled to demand printing or delivery ofshare certificates, or to a conversion of shares issued in one
particular form into any other form. Any shareholder is, however,entitled to request at any time a written confirmation from thecompany stating the number of shares registered in his name inthe share register.
A disposition of shares in the form of un-certificated securities
which are not entered into the main register of a custodian shallbe effected by way of a written declaration of assignment andrequires, as a condition for validity, to be notified to thecompany. A disposition of shares which exist in the form of bookentry securities based on uncertificated securities entered into
the main register of a custodian shall solely be effected by entries
in securities accounts in accordance with applicable law, without
prerequisite to be notified to the company; a disposition of suchshares by way of assignment without a corresponding entry in asecurities account is excluded.

These non-incorporated nominative shares and the rights resulting
from them can be pledged only by means of a written contract ofpledge and only in favour of the bank upon which the shareholder
has conferred the accounting administration of the shares, withouta notification to the company being necessary.
Art. 5 – Shareholders‘ Book of the company

Art. 5 – Shareholders‘ Book of the company

The company shall keep a Shareholders’ Book that gives the nameand address and, in the case of physical persons, the nationality ofthe owners and of the persons who have the right of usufruct of
the nominative shares.

The company shall keep a Shareholders’ Book that gives the nameand address and, in the case of physical persons, the nationality ofthe owners and of the persons who have the right of usufruct of
the nominative shares.

The Board of Directors of the company is responsible for theproper keeping of the Shareholders’ Book of the company.

Only the person inscribed in the Shareholders’ Book of thecompany is considered to be the holder of all the rights related tonominative shares vis-à-vis the company. All the equity rights andservices provided by the company in relation to a nominative

Seite 7 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

The inscriptions in and the cancellations from the Shareholders’Book of the company can take place at any time whatsoever, also
immediately before any Shareholders’ Meeting of the company.
Ten days before the General Shareholders’ Meeting of thecompany and until the day after the General Shareholders’Meeting of the company has been held no inscriptions shall bemade in the Shareholders’ Book of the company, pursuant to
Article 22, paragraph 1, subparagraph 14.
If the holder of nominative shares changes domicile, that same
person must communicate his or her new address to the company.
Until it receives the relevant communication the company shallsend for the purpose of law all the written information to theaddress inscribed in the Shareholders’ Book of the company.

share are carried out either directly to the person who isinscribed in the Shareholders’ Book of the company or, indirectly,
in favour of a bank that has been indicated by the person who isinscribed in the Shareholders’ Book of the company. The
company only recognizes one representative per share.
The Board of Directors of the company is responsible for theproper keeping of the Shareholders’ Book of the company.
The inscriptions in and the cancellations from the Shareholders’Book of the company can take place at any time whatsoever, also
immediately before any Shareholders’ Meeting of the company.
Ten days before the General Shareholders’ Meeting of thecompany and until the day after the General Shareholders’Meeting of the company has been held no inscriptions shall bemade in the Shareholders’ Book of the company, pursuant to
Article 22, paragraph 1, subparagraph 15.

Art. 5bis[deleted]Those persons who, either on their own or in agreement with third
parties, purchase or dispose of shareholdings, either directly or
indirectly, reaching with the rights that they already hold, or
remaining under or surpassing the limits of 5, 10, 20, 33 ½ or 66
2/3 percent of the voting rights that can be exercised pursuant to
Article 20 LBVM (Stock Exchange Law), must inform the Board of
Directors of the company and the Zurich Stock Exchange.

[Art. 5bis deleted without replacement].

The value limit for the duty of holding that is required in order tosubmit a valid total offer, pursuant to Article 32, paragraph 1 of the
LBVM, amounts to 33 1/3% of the voting rights.
Art. 6 – Transfer / constraints

Art. 6 – Transfer / constraints

The Board of Directors of the company keeps a Shareholders’ Book
that gives the names and addresses of the owners and of thepersons who have the right of usufruct of the nominative shares.
Only a person who is inscribed in the Shareholders’ Book is
considered to be a shareholder or a beneficiary of a right ofusufruct vis-à-vis the company. The transfer of full legal title to theshares or the holding thereof in usufruct shall in all cases require
the approval of the Board of Directors of the company.

The entry in the Shareholders' Book as shareholder or beneficiaryof shares with voting rights hall in all cases require the approval of
the Board of Directors of the company.

Legal persons and those companies that are in the persons ofindividuals linked by means of capital investment, voting powers,
management, or in any other way, as well as those physical or legal
persons who by means of pacts, voting agreements or in any otherway proceed in a coordinated manner for the purpose, even if only
“de facto”, of avoiding the restraint measures, shall be considered
to be a single individual person in the context of the application of
the contents of the previous paragraph.
On the nominative shares, as on the nominative certificates, there
must be reproduced the text of Article 6 of the Articles ofIncorporation of the company.
There are reserved the provisions of Article 685f of the Swiss
Obligatory Code with regard to the transfer of the rights resulting
from the ownership of a nominative share or from the setting up of
a right of usufruct over the security.
Those persons that ask to be inscribed in the Shareholders’ Book
shall specifically and explicitly declare that they do not hold theshares on their own behalf (hereinafter simply referred to as
nominees), and are inscribed as shareholders with voting rights
only up to a maximum that corresponds to 2% (two percent) of theshare capital of the company. Over this limit theLegal persons and those companies that are in the persons ofindividuals linked by means of capital investment, voting powers,
management, or in any other way, as well as those physical or legal
persons who by means of pacts, voting agreements or in any otherway proceed in a coordinated manner for the purpose, even if only
“de facto”, of avoiding the restraint measures, shall be considered
to be a single individual person in the context of the application of
the contents of the previous paragraph.
On the nominative shares, as on the nominative certificates, there
must be reproduced the text of Article 6 of the Articles ofIncorporation of the company.
There are reserved the provisions of Article 685f of the Swiss
Obligatory Code with regard to the transfer of the rights resulting
from the ownership of a nominative share or from the setting up of
a right of usufruct over the security.
Those persons that ask to be inscribed in the Shareholders’ Book
shall specifically and explicitly declare that they do not hold theshares on their own behalf (hereinafter simply referred to as
nominees), and are inscribed as shareholders with voting rights only
up to a maximum that corresponds to 2% (two percent) of the sharecapital of the company. In particular, shares are not deemed tohave been acquired on the shareholder's own account if theshareholder has entered (or enters into) an agreement on the
return or redemption of the relevant shares or if the shareholder
does not (or does not anymore) bear the economic risk associatedwith the shares in another way. Over this limit the nominative

Seite 8 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

nominative shares of the nominees are inscribed with the right tovote only whenever the respective nominee is ready to confirm inwriting the names, the addresses and the amounts of the holdingsthat are held by those persons on whose behalf he holds 0.5%
(zero point five percent) or more of the whole of the share capitalof the company. Also for the limit of 2% (two percent), the groupprovision referred to in paragraph 3 of this Article shall apply in thesame manner. There remain reserved the provisions regarding thelimitation of the voting rights according to article 13bis (thirteenbis) of the Articles of Incorporation of the company as far as thenominees are concerned.

shares of the nominees are inscribed with the right to vote only
whenever the respective nominee is ready to confirm in writing thenames, the addresses and the amounts of the holdings that are heldby those persons on whose behalf he holds 0.5% (zero point five
percent) or more of the whole of the share capital of the company.
Also for the limit of 2% (two percent), the group provision referred
to in paragraph 3 of this Article shall apply in the same manner.
There remain reserved the provisions regarding the limitation of thevoting rights according to article 13bis (thirteen bis) of the Articles
of Incorporation of the company as far as the nominees areconcerned.

Art. 7 – Transformation / division

Art. 7 – Consolidation / split

By means of a change made to the Articles of Incorporation of thecompany the General Shareholders’ Meeting of the company can at
any time, whatsoever, transform nominative shares into bearer
shares and vice versa.

The General Shareholders’ Meeting has the right to split the shares
into securities with a lower nominal value or, to group the shares
together into securities with a higher nominal value.

Furthermore, the Shareholders’ Meeting of the company has theright to split the shares into securities with a lower nominal value or,with the consent of the shareholder to group the shares together
into securities with a higher nominal value.
Art. 8 – Option rights

Art. 8 – Option rights

In the case of an increase in the share capital of the company bymeans of the issuing of new shares, each shareholder has an option
right corresponding to his holding, on the condition of his/her/its
holding before the new issue on the condition that the General
Shareholders’ Meeting of the company does not limit, suppress or
exclude this right for serious reasons. Serious reasons are specificallyconsidered to be the taking on of enterprises, or parts of enterprises,or shareholdings, as well as the joint participation of the workers.

[Art. 8 unchanged]

The General Shareholders’ Meeting of the company lays down theissuing conditions or it authorizes, by means of a specific resolutionthat it passes, the Board of Directors of the company to do so. The
Board of Directors establishes the payment conditions and it informs
the shareholders who have the option right with regard to theconditions of issue and payment.
IV – Organization
A – The General Shareholders‘ Meeting
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 9 – Right of convening the shareholders’ meeting

Art. 9 – Right of convening the shareholders’ meeting

The General Shareholders’ Meeting of the company is convened by
the Board of Directors of the company and, whenever necessary, by
the external auditor’s office. The right to convene a Shareholders’Meeting of the company is also held by the liquidators and to therepresentatives of the bondholders.

The General Shareholders’ Meeting of the company is convened by
the Board of Directors of the company and, whenever necessary, by
the external auditor’s office. The right to convene a Shareholders’Meeting of the company is also held by the liquidators and to therepresentatives of the bondholders.

The General Shareholders’ Meeting of the company shall take placein the company’s registered office or in another place in Switzerland
or abroad.

The General Shareholders’ Meeting of the company shall take placein the company’s registered office or in another place in Switzerland
or abroad.

The Ordinary General Shareholders’ Meeting of the company takes
place each year, within six months from the closing of the company’s
financial year.

The Ordinary General Shareholders’ Meeting of the company takes
place each year, within six months from the closing of the company’s
financial year.

Seite 9 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

One or more shareholders, who represent at least ten percent of theshare capital, can request in writing that a General Shareholders’Meeting of the company be convened, indicating its subject and the
proposal for resolution to be made at such meeting. In these cases
the Board of Directors of the company must convene the General
Shareholders’ Meeting of the company within four weeks.

One or more shareholders, who represent at least over 5% (five percent) of the share capital or the voting rights, can request in writingthat a General Shareholders’ Meeting of the company be convened,
indicating its subject and the proposal for the resolutions to bemade at such meeting. If the board of directors does not comply
with the request within a reasonable period of time, but at thelates within 60 days, the applicants may apply to the court to orderthat the meeting be convened.
Shareholders who together represent at least 0.5% (zero point five
percent) of the company's share capital or voting rights may, atleast 40 (forty) days in advance of the General Shareholders'Meeting concerned, request in writing that (a) an item be placedon the agenda of a General Shareholders 'Meeting, provided theysubmit proposals at the same time; or that (b) proposals
concerning agenda items are included in the notice convening theGeneral Shareholders' Meeting. In case that shareholders submit areasoning together with items to be included on the agenda or the
proposals, such statement shall be short, clear and concise.

Art. 10 – Form of convening the Shareholders‘ Meeting

Art. 10 – Form of convening the Shareholders‘ Meeting

The convening of the General Shareholders’ Meeting of thecompany shall take place in the form of a single announcement in
the form laid down in Article 31 of the Articles of Incorporation of
the company regarding publications to shareholders. Between the
day of the publication and the day when the General Shareholders’Meeting of the company takes place there must pass at least twenty
days.

The General Shareholders’ Meeting of the company shall beformally called in the form laid down in Article 31 of the Articles ofIncorporation of the company at least 20 (twenty) days in advance.
The content of the invitation to the General Shareholders’ Meetingshall be in accordance with the law.

There shall be indicated in the notice convening the meeting theday, the time and the place of the General Shareholders’ Meeting of
the company, the items to be dealt with, i.e. the meeting agenda, as
well as the proposals put forward by the Board of Directors of thecompany and of the shareholders who have requested that theGeneral Shareholders’ Meeting of the company be convened or thata specific subject be included in the agenda, in addition to details of
the written and electronic powers of attorney and instructions given
to the independent voting right proxies.

No resolutions can be passed regarding matters that have not beenannounced in the proper manner except on a motion to convene an
Extraordinary Shareholders' Meeting or to conduct a special
investigation.

The invitation to attend the Annual Ordinary General Shareholders’Meeting of the company must contain the information that theAnnual Report including the Annual Financial Statements with theExternal Auditor’s Report, the Remuneration Report, the Board of
Directors’ Annual Report on Operations, together with its proposals
for the allocation of the net profit after taxes for the year and a copyof the Minutes of the last General Shareholders’ Meeting of thecompany, are all deposited on the premises of the company’s
registered office and those of its branches twenty days before thedate of the General Shareholders’ Meeting of the company, in orderthat the shareholders may consult the documents in question. Eachshareholder has the right to demand that a copy of these documents
be sent to him or her without delay.

[para. 2-3 deleted without replacement][Part of agenda item 6.4] The Board of Directors may provide thatshareholders who are not present at the place of the General
Shareholders’ Meeting may exercise their rights by electronicmeans. The Board of Directors may also order that the General
Shareholders’ Meeting be held by electronic means without avenue.

No resolutions can be passed regarding matters that have not beenannounced in the manner specified above. Exceptions from theforegoing are the proposals that an Extraordinary General
Shareholders’ Meeting of the company be convened or that a special
check be carried out.
Art. 11 – Totalitarian Shareholders‘ Meeting

Art. 11 – (deleted)

The owners or the representatives of all the shares can, as long as
no one opposes this, hold a General Shareholders’ Meeting of thecompany even without observing the formalities that are laid down
for the convening of the meeting.

[Art. 11 deleted without replacement]

Seite 10 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

As long as the owners or the representatives of all the shares arepresent during the meeting in question there can be discussed andvalid resolutions can be passed regarding all those subjects that fallwithin the competence of the General Shareholders’ Meeting of thecompany.
Art. 12 – Powers

Art. 12 – Powers

The General Shareholders’ Meeting of the company is the supreme
governing body of the company.

The General Shareholders’ Meeting of the company is the supreme
governing body of the company.

The General Shareholders’ Meeting of the company has thefollowing inalienable rights and duties:

The General Shareholders’ Meeting of the company has thefollowing inalienable rights:

1. The approval of and amendments to the Articles ofIncorporation of the company;

1. to determine and amend the Articles of Association;

2. The defining of the number of members of the Board of
Directors of the company as well as the election and dismissal of
the President and other members of the Board of Directors in due
consideration of Article 19;
3. The election and dismissal of members of the Remuneration
Committee;
4. The election and dismissal of the independent voting rights
proxy;
5. The election and the revocation of the mandate of the external
auditing company;
6.

The approval of the Annual Report;

7. The approval of the Annual Financial Statements and the
Financial Statements of the Group;
8. The passing of the resolution regarding the allocation of the
net profit after taxes and, specifically, the setting of the amount of
the dividends;
9. The approval of the remuneration of the Board of Directors
and the management;
10. The relief from responsibility of the Directors and the
management of the company;

2. to approve the management report, the consolidated andstand-alone financial statements and the report on non-financial
matters of the company;
3. to resolve on the appropriation of the profit available for
distribution and to approve the dividend (including any
repayment of statutory reserves as well as the approval ofinterim dividends and the required interim financial statements);
4. to discharge the members of the Board of Directors and the
Executive Management from their liability for the conduct ofbusiness;
5. to elect and dismiss the chair and the other members of theBoard of Directors in accordance with art. 19, the members of theCompensation Committee, the Statutory Auditors, and theIndependent Proxy;
6. to approve the compensation of the Board of Directors andthe Executive Management according to article [12bis];
7. to decide on the delisting of the shares or other equity
instruments of the company;
8. to decide on other matters for which it is competent by law
or its Articles of Incorporation or that are, subject to art. 716a of
the Swiss Code of Obligations, submitted to it by the Board of
Directors.

11. The passing of the resolutions regarding those matters that
according to law and the Articles of Incorporation of the company
fall within the competence of the General Shareholders’ Meetingof the company.
Art. 12bis – Remuneration of the Board of Directors andManagement

Art. 12bis – Remuneration of the Board of Directors andManagement

The General Shareholders’ Meeting annually and separately
approves the proposals of the Board of Directors in relation to the
maximum total remuneration of the Board of Directors for theperiod lasting until the next regular General Shareholders’ Meetingand the total remuneration of the management for the period
from 1 January until 31 December of the year in which the General
Shareholders’ Meeting takes place.

The General Shareholders’ Meeting annually and separately
approves the proposals of the Board of Directors in relation to the
maximum total remuneration of the Board of Directors for theperiod lasting until the next regular General Shareholders’ Meetingand the total remuneration of the management for the period
from 1 January until 31 December of the year in which the General
Shareholders’ Meeting takes place.

The company is authorized to pay an additional amount of a
maximum of one-third of the aforementioned total amount tomembers of the management who are newly appointed or take on
additional tasks after the General Shareholders’ Meeting has

The Annual General Meeting votes on the compensation report inan advisory vote each year.

Seite 11 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

already approved the total remuneration for the management if
this total remuneration is not sufficient to cover the additional
responsibilities. The additional amount may be used by thecompany for all types of remuneration, including compensation for
disadvantages suffered by newly appointed members of the Boardof Directors due to their change of position. The General
Shareholders’ Meeting does not vote on the additional amountused.
The Board of Directors may submit requests for approval to theGeneral Shareholders’ Meeting regarding the total amount,individual remuneration elements for other periods of time,
additional amounts for special remuneration elements and/or
additional related proposals.
The Board of Directors calculates the amounts according to theprinciples applied in the Remuneration Report. Insofar as necessary
and appropriate, the Board of Directors may use estimates (forexample in relation to developments in exchange rates).
If the General Shareholders’ Meeting does not approve the Boardof Directors’ requests regarding the maximum total amounts for
the Board of Directors and/or the management, the Board of
Directors may submit new requests to the same General
Shareholders’ Meeting and ask for a vote, call for a new General
Shareholders’ Meeting, or set a total or partial amount itself,
which, however, must be submitted for approval at the next
General Shareholders’ Meeting.
Remunerations in the context of a total or partial amount set inthis manner may be paid subject to the approval of the General
Shareholders’ Meeting.
The total remuneration may be paid in whole or in part by thecompany or its subsidiary companies.

The company is authorized to pay an additional amount of a
maximum of one-third of the aforementioned total amount tomembers of the management who are newly appointed ["or takeon additional tasks" deleted] after the General Shareholders’Meeting has already approved the total remuneration for the
management if this total remuneration is not sufficient to cover
the additional responsibilities. The additional amount may be usedby the company for all types of remuneration, including
compensation for disadvantages suffered by newly appointed
members of the Board of Directors due to their change of position.
The General Shareholders’ Meeting does not vote on the additionalamount used.
The Board of Directors may submit requests for approval to theGeneral Shareholders’ Meeting regarding the total amount,individual remuneration elements for other periods of time,
additional amounts for special remuneration elements and/or
additional related proposals.
The Board of Directors calculates the amounts according to theprinciples applied in the Remuneration Report. Insofar as necessary
and appropriate, the Board of Directors may use estimates (forexample in relation to developments in exchange rates).
If the General Shareholders’ Meeting does not approve the Boardof Directors’ requests regarding the maximum total amounts for
the Board of Directors and/or the management, the Board of
Directors may submit new requests to the same General
Shareholders’ Meeting and ask for a vote, call for a new General
Shareholders’ Meeting, or set a total or partial amount itself,
which, however, must be submitted for approval at the next
General Shareholders’ Meeting.
Remunerations in the context of a total or partial amount set inthis manner may be paid subject to the approval of the General
Shareholders’ Meeting.
The total remuneration may be paid in whole or in part by thecompany or its subsidiary companies.

Art. 13 – Shareholder’s voting rights / proxies / powers of
attorneyArt. 13 – Shareholder’s voting rights / proxies / powers of
attorney

Each share gives the right to one vote.

[Art. 13 unchanged]

Each shareholder can arrange to be represented in the General
Shareholders’ Meeting of the company by a third party whose
participation is legitimated by means of a written proxy. In
addition, the shareholders may grant the independent voting
representative written or electronic authorizations and give
directions.
The Board of Directors shall make decisions on the requirements
for written or electronic authorizations and directions. As regards
the leading of the General Shareholders’ Meeting, however, theChair shall decide on compliance with the requirements and/or
recognition of authorizations.
For electronic authorizations and directions, the Board of Directors
may refrain from requiring a qualified electronic signature.
The Board of Directors of the company lays down the rules for theascertaining of the voting rights and, if necessary, for the issuing of
the voting papers.

Seite 12 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

Art. 13bis – Voting rights limitation clause

Art. 13bis – Voting rights limitation clause

Independently of the amount of the share capital that they actually
hold by no shareholder, or financial beneficiary of shares can, fortheir own shares or in representation, exercise, either directly or
indirectly, more than 5% (five percent) of the total votes. This
limitation of voting rights is also applicable to those persons that
hold by legal right, or de facto, their shares, either wholly or
partially, through nominees pursuant to Article 6, paragraph 6, of
these Articles of Incorporation of the company. On the other hand
the individual nominees can exercise more than 5% (five percent)of the voting rights on the condition that they explicitly declare theidentities of the individual financial beneficiaries of the shares thatare held by them and that these latter, individually, do not
represent more than 5% (five percent) of the voting rights. Thisvoting right limitation is not applicable to the current shareholders,
Dieter Specht, Hans vom Stein and Bruna Ghisalberti and to theirdescendents in the direct blood line of the first generation on
condition that the individual families, in other words those persons
appertaining to the parental and childhood generations involved
only hold, on a total overall basis, a part of the share capital of thecompany that represents at least 10% (ten percent) of the whole ofthe share capital of the company.

Independently of the amount of the share capital that they actually
hold by no shareholder, or financial beneficiary of shares can, fortheir own shares or in representation, exercise, either directly or
indirectly, more than 5% (five percent) of the total votes. This
limitation of voting rights is also applicable to those persons that
hold by legal right, or de facto, their shares, either wholly or
partially, through nominees pursuant to Article 6, paragraph 6, of
these Articles of Incorporation of the company. On the other hand
the individual nominees can exercise more than 5% (five percent)of the voting rights on the condition that they explicitly declare theidentities of the individual financial beneficiaries of the shares thatare held by them and that these latter, individually, do not
represent more than 5% (five percent) of the voting rights.

The legal persons and those companies that are in the persons ofindividuals who are linked by means of capital investment, voting
powers, management, or in any other way, as well as thosephysical or legal persons who by means of pacts, voting
agreements or in any other way proceed in a coordinated manner
for the purpose, even if only de facto, of avoiding the restraining
measures regarding the voting rights, shall be considered to be asingle individual person in the context of the application of thecontents of the previous paragraph.
The clause relative to the limitation of the voting right contained
within the first paragraph of this article shall not be valid in cases inwhich the vote is exercised by the independent voting rights
representative, pursuant to Article 689a of the Swiss Code ofObligations; however, it shall be understood that these persons
cannot concentrate upon themselves more than 5% (five percent)of the votes for each individual shareholder that is represented byproxy.

[Part of agenda item 6.5: para. 1, last sentence deleted without
replacement].
The legal persons and those companies that are in the persons ofindividuals who are linked by means of capital investment, voting
powers, management, or in any other way, as well as thosephysical or legal persons who by means of pacts, voting
agreements or in any other way proceed in a coordinated manner
for the purpose, even if only de facto, of avoiding the restraining
measures regarding the voting rights, shall be considered to be asingle individual person in the context of the application of thecontents of the previous paragraph.
The clause relative to the limitation of the voting right contained
within the first paragraph of this article shall not be valid in cases inwhich the vote is exercised by the independent voting rights
representative, pursuant to Article 689a of the Swiss Code ofObligations; however, it shall be understood that these persons
cannot concentrate upon themselves more than 5% (five percent)of the votes for each individual shareholder that is represented byproxy.

Art. 14 – Chairman / Minutes of the meeting / scrutinisers

Art. 14 – Chairman / Minutes of the meeting / scrutinisers

The General Shareholders’ Meeting of the company is chaired by
the Chairman or a member of the Board of Directors.

[Art. 14 unchanged]

The Chairman shall appoint the Secretary and, if necessary, one ormore scrutineers, who do not need to be shareholders.
Art. 15 – Ability to pass resolutions / resolutions themselves /nominations / independent voting rights representatives

Art. 15 – Ability to pass resolutions / resolutions themselves /nominations / independent voting rights representatives

The General Shareholders’ Meeting of the company, with thereservations that may appertain regarding other statutory
provisions that may be laid down in the Articles of Incorporation of
the company, can pass resolutions without any reference
whatsoever to the number of the shareholders that are present, orto the number of the shares that are represented at the General
Shareholders’ Meeting of the company by proxies.

The General Shareholders’ Meeting of the company, with thereservations that may appertain regarding other statutory
provisions that may be laid down in the Articles of Incorporation of
the company, can pass resolutions without any reference
whatsoever to the number of the shareholders that are present, orto the number of the shares that are represented at the General
Shareholders’ Meeting of the company by proxies.

Except where there exist contrary measures stipulated by the
related legislation, or by anything that is contained within these
Articles of Incorporation of the company, the General
Shareholders’ Meeting of the company passes resolutions upon or
ratifies its decisions and conducts the elections that fall within its
competence with a majority vote of the shares that are present

Except where there exist contrary measures stipulated by the
related legislation, or by anything that is contained within these
Articles of Incorporation of the company, the General
Shareholders’ Meeting of the company passes resolutions upon or
ratifies its decisions and conducts the elections that fall within its
competence with a simple majority of votes cast. Abstentions andSeite 13 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

and represented at the meeting, to the exclusion of all votes thatare either void or null. In the case of tied votes the casting vote of
the Chairman of the Board of Directors of the company shall bedecisive.
A resolution that has been passed by the General Shareholders’Meeting of the company with the approval of at least two thirds ofthe votes of the shares that are present and represented at themeeting and with the absolute majority of the nominal value of theshares that are represented is necessary for the following:1.

Any change in the company’s business purpose.

2. The introduction into the company of shares with the legal
right of a privileged vote.
3.

The limitation of the right to transfer of the nominative shares.

4.

Any authorised or conditional increase of the share capital.

5. The increase of the share capital with the company’s capital,by means of the conferring of assets in kind or for the acquisitionof assets and the conceding of special advantages.

invalid votes shall not be counted as votes cast. In the case of tied
votes, the casting vote of the Chairman shall be decisive.
A resolution submitted to the General Shareholders' Meeting on
the following issues shall be approved only if at least two thirdsof the shares represented and an absolute majority by nominal
value of the shares represented vote in favour thereof:
1. Any change in the company’s business purpose;
2. consolidation of shares, insofar as this does not require theapproval of all affected shareholders;
3. capital increases from shareholders' equity, against
contributions in kind, by setting off against a receivable and the
granting of special benefits;
4. limiting or suspending subscription rights;
5. introducing a conditional share capital or introducing acapital band;
6. conversion of participation certificates into shares;

6.

The limiting or suppression of the option right.

7. limiting or facilitating the transferability of registered shares;

7.

The relocation of the company’s registered office.

8. introducing shares with privileged voting rights;

8. The winding up of the company without any liquidation
procedure.
Votes and elections are carried out openly or electronically. The
Chair may require individual votes to be collected or scanned fromvoting cards, or the General Shareholders’ Meeting may decide to
do this upon the request of any shareholder by a simple majority
with a show of hands.
The General Shareholders’ Meeting of the company can approve
the Annual Financial Statements and pass a resolution regarding
the allocation of the net profit after tax resulting from them only if
the same is subject to a proper audit, an audit report is produced
and an auditor is actually present at the time of approval. With aresolution passed with a unanimous vote the General
Shareholders’ Meeting of the company can dispense with thepresence of an auditor.
The General Shareholders’ Meeting annually elects an independent
voting rights representative. The term of office ends with theconclusion of the next regular General Shareholders’ Meeting. Reelection is possible. Natural or legal persons or partnerships are
eligible for election. If the company does not have an independent
voting rights representative, the Board of Directors will appointsuch representative for the next General Shareholders’ Meeting.

9. change of the currency of the share capital;
10. introduction of the chair's casting vote at the General
Shareholders’ Meeting;
11. a provision in the Articles of Incorporation for holding theGeneral Shareholders’ Meeting abroad;
12. delisting of the company's shares or other equity
instruments;
13. relocating the company's legal seat;
14. introduction of a statutory arbitration clause;
15. dissolving the company;
16. the merger, demerger or conversion of the company
according to the Merger Act (subject to mandatory law);
17. as well as other resolutions which are subject to a qualified
majority according to the legal provisions.
Votes and elections are carried out openly or electronically. The
Chair may require individual votes to be collected or scanned fromvoting cards, or the General Shareholders’ Meeting may decide to
do this upon the request of any shareholder by a simple majority
with a show of hands.
[para. 6 deleted without replacement]
The General Shareholders’ Meeting annually elects an independent
voting rights representative. The term of office ends with theconclusion of the next regular General Shareholders’ Meeting. Reelection is possible. Natural or legal persons or partnerships are
eligible for election. If the company does not have an independent
voting rights representative, the Board of Directors will appointsuch representative for the next General Shareholders’ Meeting.

Seite 14 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

Art. 16 – Minutes

Art. 16 – Minutes

Regarding the resolutions that are passed and the ratifications andnominations that are carried out by the General Shareholders’Meeting of the company a set of Minutes shall be drawn up thatmust be signed by the Chairman and the meeting secretary who
has taken them down.

[Art. 16 unchanged]

These same Minutes shall thus be approved.
Art. 17 – Right to obtain information on business affairs andconsultation by the shareholders

Art. 17 – (deleted)

During the General Shareholders’ Meeting of the company eachindividual shareholder can ask the Board Directors for information
regarding all and any of the company’s business affairs and they
can also ask the external auditing company any questions
regarding the carrying out and the findings of its audit.

[Art. 17 deleted without replacement]

Such information must be provided to the extent that they are
actually necessary for the shareholder in order that he can exercise
his legal rights. The furnishing of such information and data can be
refused if the provision thereof compromises or jeopardises any
business secrets, or any other interests of the company that areworthy of being protected.
The accounting books and correspondence of the company can
only be consulted and reviewed by virtue of a specific and explicit
authorization that has been issued by the General Shareholders’Meeting of the company or under the terms of a decision that has
been taken by the Board of Directors of the company, always
providing that the business secrets of the company are fully
safeguarded.
Art. 18 – Right to put a specific check in place

Art. 18 – (deleted)

Any individual shareholder can propose to the General
Shareholders’ Meeting of the company that there should be
carried out a special check should be carried out on the company’sbusiness activities aimed at clearing up specific facts because sucha clarification is necessary for the exercising of the rights of theshareholder and that the shareholder in question has alreadyavailed himself/herself/itself of the right to obtain information on
the company’s business affairs or to consult documents.

[Art. 18 deleted without replacement]

B – The Board of Directors and the Management
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 19 – Number / nomination / office held

Art. 19 – Number / nomination / office held

The Board of Directors of the company is made up of 5 (five) to 7
(seven) members.

The Board of Directors of the company is made up of 5 (five) to 7
(seven) members.

Annually, the General Shareholders’ Meeting elects individually:

Annually, the General Shareholders’ Meeting elects individually:1.

the members of the Board of Directors;

1.

the members of the Board of Directors;

2.

the President of the Board of Directors;

2.

the President of the Board of Directors;

3.

the members of the Remuneration Committee, who must be
members of the Board of Directors.

3.

the members of the Remuneration Committee, who must be
members of the Board of Directors.

The term of office ends with the conclusion of the next regular
General Shareholders’ Meeting. Re-election is possible.

The term of office ends with the conclusion of the next regular
General Shareholders’ Meeting. Re-election is possible.

Seite 15 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

The shareholders Dieter Specht and Bruna Ghisalberti, or theirdescendants in the direct bloodline of the first generation, havethe right to have a total of 2 (two) representatives on the Board of
Directors of the company. Each family, in other words the persons
belonging to the generations of both the parents and the children,
can nominate 1 (one) representative to the Board of Directors of
the company on the condition that the family, in other words the
persons belonging to the generations of both the parents and thechildren, holds, on a total overall basis, at least 10% (ten percent)of the share capital. The two families shall formulate their binding
proposals and present them to the General Shareholders’ Meetingof the company at the time of the various nominations to company
offices.

[Part of agenda item 6.5: para. 4-5 deleted without replacement].
[para. 6-7 moved to Art. 24]

The General Shareholders’ Meeting of the company shall freely
elect the other members of the Board of Directors of the company.
As a member of the highest managing or administrative body, thenumber of mandates for legal entities outside of the consolidated
companies which are required to be registered in the trade registryor an equivalent foreign registry is restricted as follows:-

For the Board of Directors: 20 mandates, of which a maximumof five publicly listed companies;-

For the members of the management if approved by the
Board of Directors: five mandates, of which a maximum of two
publicly listed companies.

Mandates for legal entities within the same group or on behalf of
this group are considered as one mandate.
Art. 20 – Constitution of the Board of Directors

Art. 20 – Constitution of the Board of Directors

The Board of Directors constitutes itself except for the election of
the Chairman and the members of the Compensation Committee,
and appoints a Secretary, who does not need be a member of theBoard of Directors or a shareholder.

[Art. 20 unchanged]

Art. 21 – Convening of the Meeting of the Board of Directors

Art. 21 – Meetings / Resolutions

The Board of Directors of the company meets when it is called andconvened by its Chairman or, in the event that that person isimpeded from doing so, by another member of the Board, who isdesignated by the Board of Directors of the company, at any time,
whatsoever, that the business affairs of the company require sucha meeting. Each individual member of the Board of Directors of thecompany can demand, at any time, the calling and convening of animmediate Board Meeting, by indicating the reasons for the
meeting in writing.

The Board of Directors of the company meets when it is called andconvened by its Chairman or, in the event that that person isimpeded from doing so, by another member of the Board, who isdesignated by the Board of Directors of the company, at any time,
whatsoever, that the business affairs of the company require sucha meeting. Each individual member of the Board of Directors of thecompany can demand, at any time, the calling and convening of animmediate Board Meeting, by indicating the reasons for the
meeting in writing.
For that matter, the organization of the meetings, including thepresence quorum and the passing of resolutions, shall be set out
in the Organizational Regulations. The use of electronic means
with or without venue is permitted.

Art. 22 – Powers / obligations of the Board of Directors

Art. 22 – Powers / obligations of the Board of Directors

The Board of Directors of the company possesses the following
inalienable and irrevocable powers:

The Board of Directors of the company possesses the following
inalienable and irrevocable powers:

1. It is invested with the top management of the company andthe power to give the necessary instructions. These powers include
the determining of the strategic objectives of the company and themeans that are necessary to achieve these as well as the relatedcompany policies.

1. It is invested with the top management of the company andthe power to give the necessary instructions. These powers include
the determining of the strategic objectives of the company and themeans that are necessary to achieve these as well as the relatedcompany policies.

Seite 16 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

2.

It defines the company’s organisational structure.

2.

It defines the company’s organisational structure.

3. It puts in place the organisation of the company’s accounting
and its financial controls, as well as the financial plan or budget,
insofar as these are necessary to manage the company.

3. It puts in place the organisation of the company’s accounting
and its financial controls, as well as the financial plan or budget,
insofar as these are necessary to manage the company.

4. It nominates and revokes the mandates of the members of the
management and is also responsible for regulating the signatory
powers regarding the company.

4. It nominates and revokes the mandates of the members of the
management and is also responsible for regulating the signatory
powers regarding the company.

5. It carries out top-level surveillance of the management of thecompany, specifically regarding the observation of all the relevant
legislation, the Articles of Incorporation of the company and all therules, regulatory matters and instructions.

5. It carries out top-level surveillance of the management of thecompany, specifically regarding the observation of all the relevant
legislation, the Articles of Incorporation of the company and all therules, regulatory matters and instructions.

6. It is responsible for drawing up the Management Report,
including the Remuneration Report, as well as preparing theGeneral Shareholders’ Meeting of the company, and ensuring thatthe resolutions that it passes are carried out.

6. It is responsible for drawing up the annual report, the reporton non-financial matter and other reports that are subject tomandatory approval by the Board of Directors, as well as
preparing the General Shareholders’ Meeting of the company, andensuring that the resolutions that it passes are carried out.

7. It is responsible for warning the Judge in the case of any excess
regarding the payables.
8. It is responsible for the decision regarding the request for
further conferments of any shares that have not been fully
subscribed and paid up.
9. It is responsible for verifying the resolutions that have been
passed regarding share capital increases and the related changes tobe made to the Articles of Incorporation of the company.

7. Filing of a motion for debt-restructuring moratorium andnotifying the courts in the event of over-indebtedness;
8. It is responsible for the decision regarding the request for
further conferments of any shares that have not been fully
subscribed and paid up.
9. It is responsible for all decisions relating to the ascertainmentof changes in capital and the related changes to be made to the
Articles of Incorporation of the company;

Furthermore, the Board of Directors has the following tasks:
10. The management of those business affairs of the company
that in an inalienable manner are the responsibility of the Board of
Directors, pursuant to Article 23, paragraph 2.
11. The proposal regarding the allocation of the profit after tax
from the financial statements.
12. The application of the rules and regulations regarding thelimitation on the shares according to Article 6.
13. The assignment of the duration and the closing date of thefinancial year of the company, pursuant to Article 27.
14. The carrying out of the requests for inscription in (Article 5,paragraph 3) and the cancellations from the Shareholders’ Book of
the company.
15. To pass resolutions regarding the increases of share capital tothe extent that this competence has been delegated to the Boardof Directors of the company pursuant to Article 650, paragraph 1 of
the Swiss Code of Obligations and Article 651, paragraph 4, of the
Swiss Code of Obligations, as well as to proceed with theresolutions regarding dealing with the increases in the share capitaland the amendments to the Articles of Incorporation, in particularpursuant to Article 651a of the Swiss Code of Obligations andArticle 653g of the Swiss Code of Obligations.
Furthermore, the Board of Directors can pass resolutions regarding
all circumstances, with the exception of those that, according to
the Articles of Incorporation or the rules and regulations, arereserved for or assigned to the General Shareholders’ Meeting of
the company or to other governing bodies of the company.

10. all other non-transferable and inalienable responsibilities
attributed to the Board of Directors by law.
Furthermore, the Board of Directors has the following tasks:
11. The management of those business affairs of the company
that in an inalienable manner are the responsibility of the Board of
Directors, pursuant to Article 23, paragraph 2.
12. The proposal regarding the allocation of the profit after tax
from the financial statements.
13. The application of the rules and regulations regarding thelimitation on the shares according to Article 6.
14. The assignment of the duration and the closing date of thefinancial year of the company, pursuant to Article 27.
15. The carrying out of the requests for inscription in (Article 5,paragraph 3) and the cancellations from the Shareholders’ Book of
the company.
[former no. 15 newly contained in no. 9 and 10]
Furthermore, the Board of Directors can pass resolutions regarding
all circumstances, with the exception of those that, according to
the Articles of Incorporation or the rules and regulations, arereserved for or assigned to the General Shareholders’ Meeting of
the company or to other governing bodies of the company.

Seite 17 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

Art. 22bis – Total Remuneration of the Board of Directors and theManagement

Art. 22 bis – Total Remuneration of the Board of Directors and theManagement

Upon request by the Remuneration Committee, the Board of
Directors determines the total remuneration of all members of theBoard of Directors and the management subject to the approval of
the General Shareholders’ Meeting and regulates all the related
procedures in remuneration regulations.

[Art. 22bis unchanged]

The Board of Directors sets the conditions for the variable
remuneration in cash and/or shares and decides on a blackout
period and other procedures.
Shares are valued under consideration of the blackout periods andrisks at the time of allotment. The value of the shares, option rights
or similar instruments is generally not allowed to exceed the
remuneration paid in cash at the time of their allotment.
In addition, the Board of Directors can decide that the Board of
Directors and the management may purchase shares at a reduced
price. The Board of Directors sets the conditions upon request by
the Remuneration Committee.
The regulations for the pension accounts and expense accounts(including cars, etc.) of the management result from the applicable
local conditions for hiring and the respective statutory and markettypical circumstances. A fixed expense account is not consideredremuneration.
For its members, the Board of Directors may set a total
remuneration which, in addition to remuneration in cash, may also
contain a short or long-term variable remuneration in cash and/orin Interroll shares (including options or similar instruments). All
social security contributions are paid by Interroll.
The determination of the remuneration for the members of theBoard of Directors is made according to the demands placed onthem and their responsibilities.
For members of the management, the Board of Directors may set a
total remuneration made up of a set remuneration (in cash or
possibly in part in shares with a blackout period of several years)
and a short or long-term variable remuneration in cash and/or the
allotment of shares (including options or similar instruments) witha blackout period of several years.
The variable remuneration of members of the management isbased on achieving certain targets set in advance (performancetargets) during a one-year performance period. These performancetargets are to be set by the Board of Directors on a proposal of theRemuneration Committee, taking the position and responsibility of
the respective member of the management into consideration.
Performance targets include both financial and individual targets.
The amount of the variable remuneration to the management may
not regularly exceed 60% (sixty percent) of the total remuneration.
With regard to the principles contained in these Articles ofIncorporation, the Board of Directors determines the applicable
performance criteria for the variable remuneration and the relative
weighting and achievement of the targets.
The Board of Directors may agree to grant loans to the members of
the Board of Directors and the management of a maximum of CHF
200,000 at conditions in line with the market.

Seite 18 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

The Board of Directors may approve payments to institutions for
professional pensions or pensions outside of professional pensions
or similar institutions, for example in the context of early
retirement, if they are approved individually or as part of a total
amount by the General Shareholders’ Meeting.
Art. 23 – Delegation / CommitteeArt. 23 – Delegation

The Board of Directors’ can assign the preparation and the carryingout of its decisions or the surveillance of specific affairs tocommittees of Directors, or to individual Directors.

[para. 1 deleted without replacement]

With the reservation regarding its inalienable and irrevocable
powers the Board of Directors is authorised to wholly or partially,
delegate the management or the representation of the company to
one or more natural persons, individual Directors (delegates) or tothird parties (officials or managers of the company), not necessarily
shareholders, in conformity with the organisational rules andregulations.

With the reservation regarding its inalienable and irrevocable
powers the Board of Directors is authorised to wholly or partially,
delegate the management or the representation of the company to
one or more natural persons, individual Directors (delegates) or tothird parties (officials or managers of the company), not necessarily
shareholders, in conformity with the organisational rules andregulations.

Art. 23bis – Remuneration committeeArt. 23 bis – Remuneration committee

The Remuneration Committee is made up of two or moremembers.

The Remuneration Committee is made up of two or moremembers.

The Remuneration Committee has the following tasks andresponsibilities:

The Remuneration Committee has the following tasks andresponsibilities:

1.

Development and periodic review of the remuneration
principles of Interroll Group for submission to the Board of
Directors.

1.

Development and periodic review of the remuneration
principles of Interroll Group for submission to the Board of
Directors.

2.

Preparation of the relevant decisions of the Board of Directors
related to the remuneration of the members of the Board of
Directors, the CEO, and upon his request of the othermembers of the management.

2.

Preparation of the relevant decisions of the Board of
Directors related to the remuneration of the members of theBoard of Directors, the CEO, and upon his request of theother members of the management.

3.

Preparation of the CEO's employment/mandate contracts andupon his request those of the other members of the
management, whereby temporary employment contracts or
mandate contracts must be concluded for a maximum of one
year and the periods of notice must be a maximum of one
year.

3.

Preparation of the CEO's employment/mandate contracts
and upon his request those of the other members of the
management.

4.

Additional tasks and decision and request competences
according to the Articles of Incorporation, organization
regulations, and remuneration regulations for the Board of
Directors and the company management of Interroll Group.

4.

Additional tasks and decision and request competences
according to the Articles of Incorporation, organization
regulations, and remuneration regulations for the Board of
Directors and the company management of Interroll Group.

If the remuneration committee is missing members, the Board of
Directors will appoint members for the remaining term of office.

If the remuneration committee is missing members, the Board of
Directors will appoint members for the remaining term of office.
Art. 24 – Minutes of the Board of Directors‘ meetings

Art. 24 – External mandates

Regarding the discussions and the resolutions passed by the Boardof Directors a set of Minutes shall be drawn up that is signed by the
Chairman and the Secretary. The Minutes shall be submitted for
acceptance to the Board of Directors’ Meeting during the following
Board Meeting.

A member of the Board of Directors shall hold no more than ten
mandates in other companies, of which not more than six
mandates shall be in listed companies. Mandates as President of
the Board of Directors of a company count double.
A member of the Executive Management shall hold no more thanfour mandates in other companies, of which not more than two
mandate shall be in a listed company. Members of the Executive
Management may not hold mandates as President of the Boardof Directors of other companies. Each of these mandates requires
the prior approval of the Board of Directors.

Seite 19 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

The following mandates are not subject to these restrictions:1.

Mandates held on behalf of the company; and2.

Mandates in structures managing the personal or family’s
assets of members of the Board of Directors or the GroupManagement and/or their related persons.

A "mandate" shall mean any membership in the Board of
Directors, the Executive Management or the advisory board, or
any comparable function under foreign law, of a company with an
economic purpose. Mandates held in different legal entities ofthe same group or at the request of the company or anothercompany according to paragraph 1 or 2 (including in pension
funds and joint ventures) shall count as one mandate.
Art. 25 – Right to obtain information on business affairs andconsultation by the Directors

Artikel 25 – Employment and Agency Agreements

Each Director has the right to obtain information regarding all of thebusiness affairs of the company.

The duration of the agreements on which the remuneration of themembers of the Board of Directors is based may not exceed theterm of office.

During the Board Meetings each Director, just as well as each person
entrusted with the management of the company, is obliged tosupply information. Outside of the Board Meetings, each Director
can demand from the persons that are entrusted with the
management of the company information regarding the progress ofthe company’s affairs in general and, regarding specific businessaffairs, with the authorization of the Chairman of the Board.
To the extent necessary for carrying out his/her functions, each
Director can ask the Chairman of the Board for the books and thelegal acts of the company to be produced. If the Chairman rejects ademand for information, to be heard or to be able to consult, theBoard of Directors must decide upon the matter. Those ordinancesand decisions of the Board of Directors that extend the right of the
Directors to obtain information and consult the documents shallremain in force.

Agreements with members of the Executive Management on
which the compensation paid to such members is based, andemployment agreements with the members of Executive
Management may be concluded for a definite or indefinite term.
The maximum term of agreements concluded for a definite term
shall be one year. Renewal of such agreements is permitted. The
maximum termination notice period for agreements concluded for
an indefinite term shall be one year.
The company may enter into compensated non-competition
agreements with members of the Executive Management aftertermination of the employment. The total compensation payablefor the non-compete obligation may only amount to the averageannual compensation of the previous three financial years.
During garden leave, the variable compensation may be paid prorata.

C – The Audit Office
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 26 – Nomination / independence / duration / competences

Art. 26 – Nomination / independence / duration / competences

The General Shareholders’ Meeting of the company nominates one
or more auditors who make up the external audit office.

[Art. 26 unchanged]

A trust company or an auditing company can also be nominated tothis external audit office They can also be re-elected.
The auditors cannot be members of the Board of Directors or
employees of the company.
Furthermore, they cannot perform for the company any services
that are incompatible with the audit mandate. They must be
independent of the Board of Directors and of the shareholder of thecompany who has the majority of the voting rights. The auditors
must possess those requisite that are necessary for them to properly
carry out their functions.
The audit office is elected for the duration of one year. The
assignment lasts until the General Shareholders’ Meeting at which

Seite 20 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

the last audit report must be delivered. The obligations regarding
the audit of the annual financial statements end with the closing of
the audit of the last financial year of the company.
The audit office has the rights and obligations laid down in Article
728 and the following Articles of the Swiss Code of Obligations.
V – Annual Financial Statements and the allocation of the profit
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 27 – Annual Financial Statements

Art. 27 – Annual Financial Statements

The Annual Financial Statements are closed on 31st December or on
another date that shall be decided by the Board of Directors.

[Art. 27 unchanged]

Die Erfolgsrechnung, die Bilanz und der Anhang sind mindestens
gemäss den gesetzlichen Bestimmungen von Art. 662a – 670 und
957 – 961 OR aufzustellen.

[Proposed translation of art. 27 para. 2, not subject to approval by
the General Meeting:] The income statement, the balance sheet andthe annex must be prepared at least in accordance with thestatutory provisions of Art. 662a - 670 and 957 - 961 of the Swiss
Code of Obligations.

Art. 28 – Allocation of the profit

Art. 28 – Legal Reserves

Five percent of the net profit after tax from the Annual Financial
Statements must be allocated to the general reserve until the said
reserve has reached the amount of 20 percent of the value of theshare capital.

Five percent of the net profit from the Annual Financial Statements
after offsetting any loss carried forward, must be allocated to theretained earnings until the said reserve together with the legal
capital reserves has reached the amount of 20% (twenty percent)of the value of the share capital.

The remainder of the profit for the year and any profits brought
forward from previous years are, subject to the relevant applicablelaw, i.e. Article 671 and the following Articles of the Swiss Code ofObligations, freely available to be allocated by the General
Shareholders’ Meeting.
The General Shareholders’ Meeting can, at any time, decide tocreate special reserves in addition to those prescribed by law anddecide how they should be used.

The remainder of the profit for the year and any profits brought
forward from previous years are, subject to the relevant applicablelaw, i.e. Article 671 and the following Articles of the Swiss Code ofObligations, freely available to be allocated by the General
Shareholders’ Meeting.
The General Shareholders’ Meeting can, at any time, decide tocreate special reserves in addition to those prescribed by law anddecide how they should be used.

The General Meeting of Shareholders may at any time resolve toestablish special reserves in addition to the reserves required by law
and determine how they are to be used.
VI – Winding-up and liquidation
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 29 – Winding-up

Art. 29 – Winding-up

The General Shareholders’ Meeting can at any time, decide to wind
up the company. The winding up and the liquidation of the company
shall take place based on Article 736 and the following Articles of the
Swiss Code of Obligations.

[Art. 29 unchanged]

Art.30 – Liquidation

Art.30 – Liquidation

The liquidation of the company shall take place in accordance withthe relevant statutory provisions and, in particular, based on what islaid down in Article 739 and the following Articles of the Swiss Codeof Obligations.

[Art. 30 unchanged]

The General Shareholders’ Meeting of the company shall retain its
powers, with the limitations laid down in Article 739 of the Swiss
Code of Obligations, also during the liquidation process. Specifically,

Seite 21 von 22

Explanations of the Board of Directors on the revision of the Articles of Incorporation

the statement of account regarding the liquidation is submitted forapproval to the General Shareholders’ Meeting of the company.
The liquidation of the company shall take place on the responsibilityof the Board of Directors, unless the General Shareholders’ Meetingof the company designates other liquidators.
The liquidators are authorised to sell the assets of the company, also
by way of private negotiations.
VII – Publications
Articles in force

Proposed amendments to the Articles(Amendments in bold; comments in italics)

Art. 31 – Publication media / publications

Art. 31 – Publication media / publications

The publications of the company shall be made in the Swiss Official
Gazette of Commerce. The Board of Directors can also designate
other publication media.

All communications by the company to its shareholders and allcompany notices shall be published in the Swiss Official Gazette ofCommerce.

The communications of the company to the nominative
shareholders, who are registered in the Shareholders’ Book of thecompany, take place by means of written communication, pursuant
to Article 10, paragraph 1 and Article 696, paragraph 2 of the Swiss
Code of Obligations, sent to the latest address given in the
Shareholders’ Book itself or by means of publication in the
publication medium or by electronic means.

Notifications to the shareholders may instead, or in addition, be
given by unregistered mail to their addresses registered in theshare register, or by e-mail or in such other form as the Board of
Directors deems fit.

Seite 22 von 22