----

| 1                      |   | Corporate      Name, Registered Office,                              |
|------------------------|--------|----------------------------------------------------------------------|
|                   |   | Purpose      and Duration                                            |
|                   |   |                                                                 |
|                   |   |                                                                 |
| Corporate      name    |   | Article      1                                                       |
|                   |   |                                                                 |
|                   |   | A company      limited by shares is formed under the corporate       |
|                   |   | name:                                                                |
|                   |   |                                                                 |
| Registered      office |   | Syngenta      AG                                                     |
|                   |   | Syngenta      SA                                                     |
|                   |   | Syngenta      Ltd.                                                   |
|                   |   | with its      registered office in Basel.                            |
|                   |   |                                                                 |
|                   |   |                                                                 |
| Purpose                |   | Article      2                                                       |
|                   |   |                                                                 |
|                   | 1      | Purpose of      the Company is to hold interests in enterprises,     |
|                   |   | particularly      in the areas of agribusiness; in special circum-   |
|                   |   | stances the      Company may directly operate such businesses.       |
|                   |   |                                                                 |
|                   | 2      | The Company      may acquire, mortgage, liquidate or sell real es-   |
|                   |   | tate and      intellectual property rights in Switzerland or abroad. |
|                   |   |                                                                 |
|                   |   |                                                                 |
| Duration               |   | Article      3                                                       |
|                   |   |                                                                 |
|                   |   | The duration      of the Company is unlimited.                       |

----

| 2                                       |           | Share      Capital                                                                      |
|-----------------------------------------|----------------|-----------------------------------------------------------------------------------------|
|                                    |           |                                                                                    |
|                                    |           |                                                                                    |
| Share      capital                      |           | Article      4                                                                          |
|                                    |           |                                                                                    |
|                                    | 1              | The share      capital of the Company is CHF 9,691,485.70, fully                        |
|                                    |           | paid-in and      divided into 96,914,857 registered shares. Each                        |
|                                    |           | share has a      par value of CHF 0.10.                                                 |
|                                    |           |                                                                                    |
|                                    | 2              | Upon      resolution of the General Meeting of Shareholdersregis-                       |
|                                    |           | tered shares      may be converted into bearer shares and bearer                        |
|                                    |           | shares may be      converted into registered shares.                                    |
|                                    |           |                                                                                    |
|                                    |           |                                                                                    |
| Shareholders’  register | Article      5 |
| and      restrictions                   |           |                                                                                    |
| of      registration,                   | 1              | The Company      shall maintain a shareholders’ register      showing        |
| nominees                                |           | the name(s),      first name(s), domicile, address and nationality (in                  |
|                                    |           | the case of      legal entities the registered office) of the holders or                |
|                                    |           | usufructuaries      of registered shares. Holders who may exercise                      |
|                                    |           | the voting      rights of shares which they do not own will be men-                     |
|                                    |           | tioned upon      request in the notes of the    shareholders  register        |
|                                    |           | in case their      entitlement is based on law (legal usufructuary,                     |
|                                    |           | mandatory      legal representative of a minor and so forth).                           |
|                                    |           |                                                                                    |
|                                    | 2              | Upon request      acquirers of registered shares are registered in                      |
|                                    |           | the      shareholders’ register      as shareholders with the right to vote, |
|                                    |           | provided that      they declare explicitly to have acquired the reg-                    |
|                                    |           | istered      shares in their own name and for their own account.                        |
|                                    |           |                                                                                    |
|                                    | 3              | After hearing      the registered shareholder or nominee, the Board                     |
|                                    |           | of Directors      may cancel, with retroactive effect as of the date                    |
|                                    |           | of      registration, the registration of shareholders or nominees    if                |
|                                    |           | the      registration was effected based on false information.  The                     |
|                                    |           | respective      shareholder or nominee shall be informed immedi-                        |
|                                    |           | ately of such      cancellation.                                                        |
|                                    |           |                                                                                    |
|                                    | 4              | The Board of      Directors shall specify the details of registration                   |
|                                    |           | in specific      rules which take into account market practice in all                   |
|                                    |           | of those      markets where shares of the Company are listed. In                        |
|                                    |           | particular,      irrespective of the restriction set forth in Article 5                 |
|                                    |           | paragraph 2      above, the Board of Directors may, based on sep-                       |
|                                    |           | arate      regulations or individual agreements, allow the entry  into                  |
|                                    |           | the      shareholders’ register as shareholders with      voting rights of   |
|                                    |           | nominees that      are subject to a recognized banking or financial                     |
|                                    |           | market      supervision.                                                                |

----

| 2                          |   | Share    Capital                                                       |
|----------------------------|--------|------------------------------------------------------------------------|
|                       |   |                                                                   |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Dematerialized      shares |   | Article      6                                                         |
|                       |   |                                                                   |
|                       | 1      | Each      shareholder may at any time request the Company to           |
|                       |   | confirm the      number of registered shares owned by the respec-      |
|                       |   | tive      shareholder. The shareholders are not entitled, however,  to |
|                       |   | demand the      printing and delivery of certificates representing     |
|                       |   | shares.                                                                |
|                       |   |                                                                   |
|                       | 2      | By contrast,      the Company may at any time print and deliver        |
|                       |   | certificates      representing shares and, with the consent of the     |
|                       |   | owner of      issued certificates, cancel issued share certificates    |
|                       |   | upon their      return to the Company. Certificates for multiple       |
|                       |   | shares may be      exchanged at any time for smaller portions or       |
|                       |   | individual      share certificates.                                    |
|                       |   |                                                                   |
|                            | 3      | Registered      shares not represented by a certificate may only be    |
|                       |   | transferred      by way of assignment including all rights connect-    |
|                       |   | ed with the      transferred shares. To be valid, the assignment       |
|                       |   | must be      notified to the Company. Registered shares not repre-     |
|                       |   | sented by a      certificate which a bank has been instructed by       |
|                       |   | the      shareholder to hold may only be transferred with the  coop-   |
|                       |   | eration of      that bank.                                             |
|                       |   |                                                                   |
|                       | 4      | Registered      shares not represented by a certificate may only be    |
|                       |   | pledged to      the bank which handles the book entries of such        |
|                       |   | shares for      the shareholder, and only based on a written pledge    |
|                       |   | agreement. A      notification of the Company is not necessary.        |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Exercise      of rights    |   | Article      7                                                         |
|                       |   |                                                                   |
|                            | 1      | The shares      are not divisible. The Company accepts only one        |
|                       |   | representative      per share.                                         |
|                       |   |                                                                   |
|                            | 2      | The right to      vote and the other rights associated with a share    |
|                       |   | may only be      exercised by a shareholder, a usufructuary or a       |
|                       |   | nominee who      is registered as a shareholder with the right to      |
|                       |   | vote in the      shareholders’ register.                    |

----

| 3                          |   | Corporate      Bodies                                                    |
|----------------------------|--------|--------------------------------------------------------------------------|
|                       |   |                                                                     |
|                       |   |                                                                     |
|                       |   | A.      General Meeting of Shareholders                                  |
|                       |   |                                                                     |
| Competence                 |   | Article      8                                                           |
|                       |   |                                                                     |
|                       |   | The General      Meeting of Shareholders is the supreme body of          |
|                       |   | the      Company.                                                        |
|                       |   |                                                                     |
|                       |   |                                                                     |
| Ordinary      General      |   | Article      9                                                           |
| Meeting                    |   |                                                                     |
|                       |   | The Ordinary      General Meeting of Shareholders shall be held          |
|                       |   | each year      within six months after the close of the fiscal year of   |
|                       |   | the Company;      at the latest twenty days before the meeting the       |
|                       |   | business      report, the report of the auditors and the report ofthe    |
|                       |   | group      auditors shall be made available for inspection by the        |
|                       |   | shareholders      at the registered office of the Company or be          |
|                       |   | sent to all      registered shareholders.                                |
|                       |   |                                                                     |
|                       |   |                                                                     |
| Extraordinary      General |   | Article      10                                                          |
| Meeting                    |   |                                                                     |
|                       | 1      | Extraordinary      General Meetings of Shareholders shall take           |
|                       |   | place upon      request of the Board of Directors or the Auditors.       |
|                       |   |                                                                     |
|                       | 2      | Furthermore,      Extraordinary General Meetings of Shareholders         |
|                       |   | shall be      convened upon resolution of a General Meeting of           |
|                       |   | Shareholders      or if it is requested by one or more shareholders      |
|                       |   | who are      representing in the aggregate not less than one tenth       |
|                       |   | of the share      capital and submit a petition signed by such share-    |
|                       |   | holder or      shareholders specifying the items for the agenda and      |
|                       |   | the      proposals.                                                      |
|                       |   |                                                                     |
|                       |   |                                                                     |
| Convening      of General  |   | Article      11                                                          |
| Meetings                   |   |                                                                     |
|                            | 1      | General      Meetings of Shareholders shall be convened by the           |
|                       |   | Board of      Directors, or, if necessary, by the Auditors, at the  lat- |
|                       |   | est twenty      days before the date of the meeting. The meeting         |
|                       |   | shall be      convened by way of a notice appearing once in the          |
|                       |   | official      publication organs of the Company. Registered share-       |
|                       |   | holders may      also be informed by mail.                               |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                    | 2      | The notice of      a meeting shall state the items on the agenda         |
|-------------------------|--------|--------------------------------------------------------------------------|
|                    |   | and the      proposals of the Board of Directors, and as the case        |
|                    |   | may be of the      shareholders who demanded that a General              |
|                    |   | Meeting of      Shareholders be convened or that a certain item be       |
|                    |   | included in      the agenda and, in case of elections, the names of      |
|                    |   | the nominated      candidates.                                           |
|                    |   |                                                                     |
|                    |   |                                                                     |
| Agenda                  |   | Article      12                                                          |
|                    |   |                                                                     |
|                    | 1      | One or more      shareholders whose combined shareholdings               |
|                    |   | represent an      aggregate nominal value of at least CHF 10,000.– |
|                    |   | may demand      that an item be included in the agenda of a Gen-         |
|                    |   | eral Meeting      of Shareholders. Such a demand must be made            |
|                    |   | in writing at      the latest sixty days before the meeting and shall    |
|                    |   | specify the      items and the proposals of such shareholder.            |
|                    |   |                                                                     |
|                    | 2      | No resolution      shall be passed at a General Meeting of Share-        |
|                    |   | holders on      matters for which no proper notice was given. This       |
|                    |   | provision      shall not apply to proposals to convene an Extraordi-     |
|                    |   | nary General      Meeting of Shareholders or to initiate a special       |
|                    |   | audit.                                                                   |
|                    |   |                                                                     |
|                    |   |                                                                     |
| Presiding      officer, |   | Article      13                                                          |
| minutes,                |   |                                                                     |
| vote      counters      | 1      | The General      Meeting of Shareholders shall take place at the         |
|                    |   | registered      office of the Company, unless the Board of Directors     |
|                    |   | decides      otherwise. The Chairman of the Board of Directors or        |
|                    |   | in his      absence the Vice-Chairman or any other Member of the         |
|                    |   | Board of      Directors designated by the Board of Directors shall       |
|                    |   | take the      chair.                                                     |
|                    |   |                                                                     |
|                    | 2      | The presiding      officer shall appoint a secretary and the vote        |
|                    |   | counters. The      presiding officer and the secretary shall sign the    |
|                    |   | minutes.                                                                 |
|                    |   |                                                                     |
|                    |   |                                                                     |
| Proxies                 |   | Article      14                                                          |
|                    |   |                                                                     |
|                    | 1      | The Board of      Directors shall provide for the rules regarding the    |
|                    |   | participation      and the representation at the General Meeting of      |
|                    |   | Shareholders.                                                            |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                        | 2      | A shareholder      may only be represented by his legal represent-      |
|-----------------------------|--------|-------------------------------------------------------------------------|
|                        |   | ative,      another shareholder with the right to vote, proxies  desig- |
|                        |   | nated in      agreements with or regulations relating to nominees,      |
|                        |   | corporate      bodies (Organvertreter), independent proxies (un-        |
|                        |   | abhängige      Stimmrechtsvertreter) or by a bank or a broker      |
|                        |   | (Depotvertreter).                                                       |
|                        |   |                                                                    |
|                             | 3      | The Chairman      of the General Meeting decides whether a proxy        |
|                        |   | will be      accepted.                                                  |
|                        |   |                                                                    |
|                        |   |                                                                    |
| Voting      rights          |   | Article      15                                                         |
|                        |   |                                                                    |
|                        |   | Each share      entitles the holder to one vote.                        |
|                        |   |                                                                    |
|                        |   |                                                                    |
| Resolutions,      elections |   | Article      16                                                         |
|                        |   |                                                                    |
|                             | 1      | Unless the      law requires otherwise, the General Meeting passes      |
|                        |   | resolutions      and elections with the absolute majority of the        |
|                        |   | votes      represented.                                                 |
|                        |   |                                                                    |
|                             | 2      | Resolutions      and elections shall be taken either on a show of       |
|                        |   | hands or by      electronic voting, unless the General Meeting of       |
|                        |   | Shareholders      decides for, or the presiding officer orders, a       |
|                        |   | ballot.                                                                 |
|                        |   |                                                                    |
|                             | 3      | The presiding      officer may at any time have an election or reso-    |
|                        |   | lution taken      on a show of hands or electronically repeated by a    |
|                        |   | ballot, if      the results of the first vote appear unclear. In such   |
|                        |   | case, the      preceding election or resolution taken on a show of      |
|                        |   | hands or      electronically is deemed not to have taken place.         |
|                        |   |                                                                    |
|                             | 4      | In case of      elections, if no valid election has been made in the    |
|                        |   | first vote      and if there is more than one candidate, the presiding  |
|                        |   | officer shall      order a second vote in which the relative majority   |
|                        |   | shall be      decisive.                                                 |
|                        |   |                                                                    |
|                        |   |                                                                    |
| Powers      of              |   | Article      17                                                         |
| the      General Meeting    |   |                                                                    |
|                        |   | The following      powers shall be vested exclusively in the Gen-       |
|                        |   | eral      Meeting:                                                      |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                | a)     | to adopt and      amend the Articles of Incorporation;                    |
|---------------------|--------|---------------------------------------------------------------------------|
|                |   |                                                                      |
|                | b)     | to elect the      members of the Board of Directors, the Auditors         |
|                |   | and the Group      Auditors;                                              |
|                |   |                                                                      |
|                | c)     | to approve      the annual report and the consolidated financial          |
|                |   | statements;                                                               |
|                |   |                                                                      |
|                | d)     | to approve      the annual financial statements and to decide on          |
|                |   | the      allocation of profits shown on the balance sheet, in    particu- |
|                |   | lar with      regard to dividends;                                        |
|                |   |                                                                      |
|                | e)     | to discharge      the members of the Board of Directors and the           |
|                |   | senior      management;                                                   |
|                |   |                                                                      |
|                | f)     | to pass      resolutions concerning all matters which by law or the       |
|                |   | Articles of      Incorporation are reserved to the authority of the       |
|                |   | General      Meeting.                                                     |
|                |   |                                                                      |
|                |   |                                                                      |
| Special      quorum |   | Article      18                                                           |
|                |   |                                                                      |
|                |   | The approval      of the least two thirds of the votes represented is     |
|                |   | required for      resolutions of the General Meeting of Sharehold-        |
|                |   | ers      on:                                                              |
|                |   |                                                                      |
|                | a)     | an alteration      of the purpose of the Company;                         |
|                |   |                                                                      |
|                | b)     | the creation      of shares with increased voting powers;                 |
|                |   |                                                                      |
|                | c)     | an      implementation of restrictions on the transfer of    registered   |
|                |   | shares and      the removal of such restrictions;                         |
|                |   |                                                                      |
|                | d)     | an authorized      or conditional increase of the share capital;          |
|                |   |                                                                      |
|                | e)     | an increase      of the share capital made through a transformation       |
|                |   | of reserves,      by contribution in kind, for the purpose of an ac-      |
|                |   | quisition of      property and the grant of special rights;               |
|                |   |                                                                      |
|                | f)     | a restriction      or suspension of preemptive rights;                    |
|                |   |                                                                      |
|                | g)     | a change of      location of the registered office of the Company;        |
|                |   |                                                                      |
|                | h)     | the      dissolution of the Company withoutliquidation.                   |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                     |   | B.      Board of Directors                                                       |
|--------------------------|--------|----------------------------------------------------------------------------------|
|                     |   |                                                                             |
|                     |   |                                                                             |
| Number      of Directors |   | Article      19                                                                  |
|                     |   |                                                                             |
|                     |   | The Board of      Directors shall consist of a maximum of twelve                 |
|                     |   | members who      shall be shareholders.                                          |
|                     |   |                                                                             |
|                     |   |                                                                             |
| Term      of office      |   | Article      20                                                                  |
|                     |   |                                                                             |
|                          | 1      | The term of      office for each member of the Board of Directors                |
|                     |   | shall not      exceed three years. A year within the meaning of this             |
|                     |   | provision is      the interval between two Ordinary General Meet-                |
|                     |   | ings of      Shareholders. The term of office shall be determinedfor             |
|                     |   | each member      at the occasion of its election. The several terms              |
|                     |   | of office      shall be co-ordinated so that in each year approxi-               |
|                     |   | mately one      third of all members of the Board of Directors shall             |
|                     |   | be subject to      re-election or election.                                      |
|                     |   |                                                                             |
|                          | 2      | In the case      of replacement elections that occur during a term               |
|                     |   | of office of      a director, the successor shall assume the term of             |
|                     |   | office of his      predecessor. Members of the Board of Directors                |
|                     |   | whose term of      office has expired shall be re-eligible, subject to           |
|                     |   | paragraph 3      hereinafter.                                                    |
|                     |   |                                                                             |
|                          | 3      | The members      of the Board of Directors shall automatically re-               |
|                     |   | tire after      the lapse of the twelfth year of office or, if earlier,    after |
|                     |   | the expiry of      the seventieth year of age, provided that the re-             |
|                     |   | tirement      shall become effective on the date of the next Ordi-               |
|                     |   | nary General      Meeting of Shareholders following such event.                  |
|                     |   |                                                                             |
|                     |   |                                                                             |
| Organization      of the |   | Article      21                                                                  |
| Board,      remuneration |   |                                                                             |
|                          | 1      | The Board of      Directors shall elect its Chairman and one Vice-               |
|                     |   | Chairman from      among its members. It shall appoint a secretary               |
|                     |   | who need not      be a member of the Board of Directors.                         |
|                     |   |                                                                             |
|                          | 2      | The Board of      Directors shall determine the remuneration of its              |
|                     |   | members.                                                                         |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                       |   |                                                                      |
|----------------------------|--------|---------------------------------------------------------------------------|
| Convening      of meetings |   | Article      22                                                           |
|                       |   |                                                                      |
|                       |   | The Chairman      shall convene meetings of the Board of Directors        |
|                       |   | if and when      the need arises or if a member so requires in writing.   |
|                       |   |                                                                      |
|                       |   |                                                                      |
| Resolutions                |   | Article      23                                                           |
|                       |   | The Board of      Directors may lay down rules on its decision-           |
|                       |   | making      mechanism in the rules governing its organization.            |
|                       |   |                                                                      |
|                       |   |                                                                      |
| Power      of the          |   | Article      24                                                           |
| Board      of Directors    |   |                                                                      |
|                       | 1      | The Board of      Directors has in particular the following nontrans-     |
|                       |   | ferable and      inalienable duties:                                      |
|                       |   |                                                                      |
|                       | a)     | the ultimate      direction of the business of the Company and the        |
|                       |   | giving of the      necessary directives;                                  |
|                       |   |                                                                      |
|                       | b)     | the      determination of the organization of the Company;                |
|                       |   |                                                                      |
|                            | c)     | the      administration of accounting, financial control and    financial |
|                       |   | planning;                                                                 |
|                       |   |                                                                      |
|                            | d)     | the      appointment and removal of the persons entrusted with            |
|                       |   | the      management and representation of the Company;                    |
|                       |   |                                                                      |
|                            | e)     | the ultimate      supervision of the persons entrusted with the           |
|                       |   | management of      the Company, specifically in view of their com-        |
|                       |   | pliance with      the law, the Articles of Incorporation, regulations     |
|                       |   | and      directives;                                                      |
|                       |   |                                                                      |
|                            | f)     | the      preparation of business reports and the GeneralMeetings          |
|                       |   | of      Shareholders and the carrying out of the resolutions  adopt-      |
|                       |   | ed by the      General Meetings of Shareholders;                          |
|                       |   |                                                                      |
|                            | g)     | the      notification of the court if liabilities exceed assets;          |
|                       |   |                                                                      |
|                            | h)     | the adoption      of resolutions concerning the increase of the           |
|                       |   | share capital      to the extent that such power is vested in the         |
|                       |   | Board of      Directors (Article 651 paragraph 4 of the Code of Ob-       |
|                       |   | ligations),      as well as resolutions concerning the confirmation of    |
|                       |   | capital      increases and respective amendments to the Articles of       |
|                       |   | Incorporation;                                                            |
|                       |   |                                                                      |
|                            | i)     | the      examination of the professional qualifications of  qualified     |
|                       |   | auditors.                                                                 |

----

| 3 | Corporate      Bodies |
|---|-----------------------|

|                            | 2      | In addition      the Board of Directors may pass resolutions with      |
|----------------------------|--------|------------------------------------------------------------------------|
|                       |   | respect to      all matters which are not reserved to the authority of |
|                       |   | the General      Meeting of Shareholders by law or by these Arti-      |
|                       |   | cles of      Incorporation.                                            |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Delegation      of powers, |   | Article      25                                                        |
| organizational      rules  |   |                                                                   |
|                            | 1      | The Board of      Directors may, subject to Article 24 hereof, dele-   |
|                       |   | gate the      management of the Company in whole or in part to         |
|                       |   | individual or      several directors or to third persons (senior man-  |
|                       |   | agement) in      accordance with rules governing the internal or-      |
|                       |   | ganization.                                                            |
|                       |   |                                                                   |
|                            | 2      | The rules      governing the internal organization shall be enacted    |
|                       |   | by the Board      of Directors and shall determine the powers and      |
|                       |   | organization      of the Board of Directors and the competencies       |
|                       |   | and duties of      the senior management.                              |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Signature      power       |   | Article      26                                                        |
|                       |   |                                                                   |
|                       |   | The Board of      Directors determines those of its members as         |
|                       |   | well as those      third persons who shall have signatory power for    |
|                       |   | the Company      and shall further determine the manner in which       |
|                       |   | such persons      may sign on behalf of the Company.                   |
|                       |   |                                                                   |
|                       |   | C.      Auditors and Group Auditors                                    |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Term,      powers          |   | Article      27                                                        |
| and      duties            |   |                                                                   |
|                       |   | The Auditors      and the Group Auditors, both of which shall be       |
|                       |   | elected by      the General Meeting of Shareholders each year,         |
|                       |   | shall have      the powers and duties vested in them by law.           |
|                       |   |                                                                   |
|                       |   |                                                                   |
| Special      auditor       |   | Article      28                                                        |
|                       |   |                                                                   |
|                       |   | The General      Meeting of Shareholders may elect for a term of       |
|                       |   | up to three      years a special auditor to perform the special audits |
|                       |   | required      (according to Articles 652f, 653f, and 653i of the Code  |
|                       |   | of      Obligations) in connection with capital  increases.            |

----

| 4                         |   | Annual      Financial Statements,                                      |
|---------------------------|--------|------------------------------------------------------------------------|
|                      |   | Consolidated      Financial Statements                                 |
|                      |   | and      Profit Allocation                                             |
|                      |   |                                                                   |
|                      |   |                                                                   |
| Fiscal      year          |   | Article      29                                                        |
|                      |   |                                                                   |
|                      |   | The Board of      Directors determines the fiscal year.                |
|                      |   |                                                                   |
|                      |   |                                                                   |
| Business      report      |   | Article      30                                                        |
|                      |   |                                                                   |
|                      |   | The Board of      Directors shall prepare for each fiscal year a busi- |
|                      |   | ness report      consisting of the annual financial statements for     |
|                      |   | the Company      and on a consolidated level (including profit and     |
|                      |   | loss      statements, balance sheet and notes to the financial         |
|                      |   | statements)      and the annual report. The Board of Directors shall   |
|                      |   | determine the      currency in which the consolidated financial        |
|                      |   | statements      are reported.                                          |
|                      |   |                                                                   |
|                      |   |                                                                   |
| Allocation      of profit |   | Article      31                                                        |
| shown      on the balance |   |
| sheet,      reserves      | 1      | The General      Meeting of Shareholders subject to the legal pro-     |
|                      |   | visions shall      determine the allocation of profit shown on the     |
|                      |   | balance      sheet. The Board of Directors shall submit its propos-    |
|                      |   | als to the      General Meeting of Shareholders.                       |
|                      |   |                                                                   |
|                      | 2      | In addition      to statutory reserves, additional reserves may be     |
|                      |   | accrued.                                                               |
|                      |   |                                                                   |
|                      | 3      | Dividends not      claimed within five years after the due date shall  |
|                      |   | remain with      the Company and be allocated to the general re-       |
|                      |   | serves.                                                                |

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| 5 | Publications      and Place of Jurisdiction |
|---|---------------------------------------------|

|                       |   |                                                                    |
|----------------------------|--------|-------------------------------------------------------------------------|
| Publications               |   | Article      32                                                         |
|                       |   |                                                                    |
|                       |   | Shareholder      communications of the Company shall be made            |
|                       |   | in the Swiss      Commercial Gazette. The Board of Directors may        |
|                       |   | designate      additional forms of publication and shall assure that    |
|                       |   | shareholders      in all jurisdictions where the shares of the Com-     |
|                       |   | pany are      listed are treated equally.                               |
|                       |   |                                                                    |
|                       |   |                                                                    |
| Place      of jurisdiction |   | Article      33                                                         |
|                       |   |                                                                    |
|                       |   | The place of      jurisdiction for any disputes arising from or in con- |
|                       |   | nection with      the shareholdership in the Company shall be at        |
|                       |   | the      registered office of the Company.                              |

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| 6 | Contribution      in kind |
|---|---------------------------|

| Contribution      in kind |   | Article      34                                                                      |
|---------------------------|--------|--------------------------------------------------------------------------------------|
|                      |   |                                                                                 |
|                      | 1      | According to      the agreement concerning contribution in kind as                   |
|                      |   | of 9 November      2000 the Company will receive from Astra                          |
|                      |   | Zeneca PLC,      London, all 100,000 shares with a par value of                      |
|                      |   | CHF 10.–  Zeneca Agrochemical Zeta AG, Basel, as a      contri-      |
|                      |   | bution in      kind at a price of CHF 3,000,000,000.–. In return      the      |
|                      |   | contributor      will receive 43,890,186 shares of the Company,                      |
|                      |   | fully paid-in      with a par value of CHF 10.– , which presents a      no-    |
|                      |   | minal value      of CHF 438,901,860.–. The difference between      this        |
|                      |   | amount and      the aforementioned price of CHF 3,000,000,000.                       |
|                      |   | will be      assigned to the general reserves of the Company.                        |
|                      |   |                                                                                 |
|                      | 2      | According to      the agreement subject to US law between Syn-                       |
|                      |   | genta AG,      Basel, Syngenta MergerSub Inc., Wilmington, Dela-                     |
|                      |   | ware (USA),      and Novartis Agribusiness Holding Inc., Wilming-                    |
|                      |   | ton, Delaware      (USA), as of 8 September 2000 Syngenta AG,                        |
|                      |   | Basel, will      receive through contribution in kind from Novartis                  |
|                      |   | Agribusiness      Holding Inc., Wilmington, Delaware (USA), all                      |
|                      |   | shares of      this corporation existing on 12 November 2000 at a                    |
|                      |   | price of CHF      175,000,000.–, which makes Novartis      Agribusi-           |
|                      |   | ness Holding      Inc., Wilmington, Delaware (USA), a one-hun-                       |
|                      |   | dred-percent      affiliate. In return, also based on this contract,                 |
|                      |   | the      shareholders of Novartis Agribusiness Holding Inc.,  Wilm-                  |
|                      |   | ington,      Delaware (USA), will receive 17,166,099 fully paid-in                   |
|                      |   | shares with a      par value of CHF 10.–  of the Company with      a |
|                      |   | total nominal      value of CHF 171,660,990.–. The difference      be-         |
|                      |   | tween this      amount and the aforementioned price of a total of                    |
|                      |   | CHF      3,339,010.– will be assigned to the general      reserves of     |
|                      |   | the      Company.                                                                    |

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| 7 | Merger |
|---|--------|

| Merger |   | Article      35                                                                       |
|--------|--------|---------------------------------------------------------------------------------------|
|   |   |                                                                                  |
|   |   | In accordance      with the merger agreement of 3 November 2000                       |
|   |   | and the      merger balance sheet of 3 November 2000 Novartis                         |
|   |   | Agri Holding      AG, Basel, transfers all of its assets and liabilities              |
|   |   | of CHF      870,776,282.– with the net book value of      CHF              |
|   |   | 686,791,800.– by universal succession to Syngenta AG,      Basel.          |
|   |   | In return the      former shareholders of Novartis Agri Holding AG,                   |
|   |   | Basel, will      receive 51,498,299 fully paid-in shares of the Com-                  |
|   |   | pany with a      par value of CHF 10.– with a total nominal value      of  |
|   |   | CHF      514,982,990.–. The difference of CHF      171,808,810.– be- |
|   |   | tween the      aforementioned amount and the net book value will                      |
|   |   | be assigned      to the general reserves of the Company.                              |
|   |   |                                                                                  |
|   |   |                                                                                  |
|   |   |                                                                                  |
|   |   | Version      corresponding to the resolutions of the OrdinaryGeneral                  |
|   |   | Meeting of      Shareholders of April 22, 2008.                                       |
|   |   |                                                                                  |
|   |   | (The official      German version of the Articles of Incorporation                    |
|   |   | is prevailing      over the English text).                                            |

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