**Exhibit 1.1**

**Syngenta      Ltd.  Articles of Incorporation**

| **1**                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Corporate            Name,****Registered    Office, Purpose and Duration******                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| **Corporate    name**                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Article    1**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | A    company limited by shares is formed under the corporate name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| **Registered    office**                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Syngenta            AGSyngenta          SASyngenta 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 circumstances the company may          directly operate such businesses.                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                                                                                           | **2**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The        Company may acquire, mortgage, liquidate or sell real estate and intellectual    property rights in Switzerland or abroad.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| **Duration**                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Article    3**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The    duration of the Company is unlimited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **2**                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Share    Capital******                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| **Share    capital**                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Article    4**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                                                                                           | **1**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The          share capital of the Company is CHF 595’662’183.20, fully          paid-in and divided into 106’368’247 registered shares. Each          share has a par value of CHF 5.60.                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                                                                                           | **2**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ****Upon        resolution of the General Meeting of Shareholders registered shares may        be converted into bearer shares and bearer shares may be converted into    registered shares.                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **Shareholders’ register********and    restrictions of******registration,    nominees**** | ****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Article      5**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| **1**                                                                                          | The Company        shall maintain a shareholders’ register showing 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 mentioned 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 registered shares in their own name and for their    own account.                                                                                                                                                                                                                                                                                                                   |
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|                                                                                           | **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 immediately of such cancellation.                                                                                                                                                                                                                        |
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|                                                                                           | **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 separate 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. |
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| **Dematerialized    shares**                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Article    6**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                                                                                           | **1**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ****Each        shareholder may at any time request the Company to confirm the number        of registered shares owned by the respective shareholder. The shareholders        are not entitled, however, to demand the printing and delivery of certificates    representing shares.                                                                                                                                                                                                                                                                                                                         |

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| ****                               | **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.                                                                                   |
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| ****                               | **3**       | ****Registered        shares not represented by a certificate may only be transferred by way        of assignment including all rights connected with the transferred shares.        To be valid, the assignment must be notified to the Company. Registered        shares not represented by a certificate which a bank has been instructed        by the shareholder to hold may only be transferred with the co-operation    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.                                                                                                                                                                                 |
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| **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.                                                                                                                                                                                                               |
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| **3**                                   |        | **Corporate    Bodies**                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                    |        | **A.    General Meeting of Shareholders**                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Competence**                          |        | **Article    8**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    |        | The    General Meeting of Shareholders is the supreme body of the Company. ****                                                                                                                                                                                                                                                                                                                                                                                 |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **a) Ordinary general meetings**        |        | **Article 9**                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    |        | 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 of the 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. |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **b)    Extraordinary General Meeting** |        | **Article    10**                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    | **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 shareholder or shareholders specifying the items for the agenda    and the proposals.                       |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Convening    of General Meetings**    |        | **Article    11**                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    | **1**  | General        Meetings of Shareholders shall be convened by the Board of Directors,        or, if necessary, by the auditors, at the latest 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    shareholders may also be informed by mail. ****                                                                         |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    | **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.                                                                                           |
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| **Agenda**                              |        | **Article    12**                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                    | **1**  | ****One        or more shareholders whose combined shareholdings represent an aggregate        nominal value of at least CHF 500’000 may demand that an item be        included in the agenda of a General 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 Shareholders on matters        for which no proper notice was given. This provision shall not apply        to proposals to convene an Extraordinary General Meeting of Shareholders    or to initiate a special audit.                                                                                                                                                                         |

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| **Presiding    officer,****minutes,    vote counters** |                                                                                                                                                                                                                                                                                                                                                                          | **Article    13**                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| **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.                                                                                                                                                                                                                                       |
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| **Proxies**                                            |                                                                                                                                                                                                                                                                                                                                                                          | **Article    14**                                                                                                                                                                                                                                                                                                                                                                          |
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|                                                   | **1**                                                                                                                                                                                                                                                                                                                                                                    | The        Board of Directors shall provide for the rules regarding the participation    and the representation at the General Meeting of Shareholders.                                                                                                                                                                                                                                    |
|                                                   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                   | **2**                                                                                                                                                                                                                                                                                                                                                                    | A          shareholder may only be represented by his legal representative, another          shareholder with the right to vote, proxies designated in agreements          with or regulations relating to nominees, corporate bodies (*Organvertreter*), independent proxies (*unabhängige          Stimmrechtsvertreter*)          or by a bank or a broker (*Depotvertreter*).**** |
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|                                                   | **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 on a show of hands, 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 resolution taken on a show        of hands 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 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.                                                                                                                                                     |
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| **Powers    of the General Meeting**                   |                                                                                                                                                                                                                                                                                                                                                                          | **Article    17**                                                                                                                                                                                                                                                                                                                                                                          |
|                                                   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                   |                                                                                                                                                                                                                                                                                                                                                                          | The following    powers shall be vested exclusively in the General Meeting: ****                                                                                                                                                                                                                                                                                                           |
|                                                   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                   | **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 particular 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 Shareholders 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 acquisition 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;                                                                                                                                                                                                                                                                                                                           |

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|                                              | **h)**  | the    dissolution of the Company without liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                                              |         | **B.    Board of Directors**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| **Number    of Directors**                        |         | **Article    19**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              |         | ****The        Board of Directors shall consist of a maximum of twelve members who shall    be shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| **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 Meetings of Shareholders. The term of office        shall be determined for each member at the occasion of its election.        The several terms of office shall be co-ordinated so that in each year        approximately 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 retire after the        lapse of the twelfth year of office or, if earlier, after the expiry        of the seventieth year of age, provided that the retirement shall become        effective on the date of the next Ordinary General Meeting of Shareholders    following such event.                                                                                                                                                                                |
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| **Organization    of the Board,    remuneration** |         | **Article    21**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **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.                                                                                                                                                                                                                                                                                                                                                                                              |
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| **Resolutions**                                   |         | **Article    23**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              |         | ****The        Board of Directors may lay down rules on its decisionmaking mechanism    in the rules governing its organization.                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Power    of the Board of Directors**            |         | **Article    24**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                              | **1**   | The        Board of Directors has in particular the following non-transferable 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 compliance with the law, the    Articles of Incorporation, regulations and directives; ****                                                                                                                                                                                                                                                                                                               |
|                                              | **f)**  | the        preparation of business reports and the General Meetings of Shareholders        and the carrying out of the resolutions adopted 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 Obligations),        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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|                                                    | **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 Articles of Incorporation.                                                                                                                                                                                                                   |
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| **Delegation    of powers,****organizational    rules** |                                                                                                                                                                                                                                                                                        | **Article    25**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                        |
| **1**                                              | The          Board of Directors may, subject to Article 24 hereof, delegate the          management of the Company in whole or in part to individual or several          directors or to third persons (senior management) in accordance with    rules governing the internal organization. |
|                                                    |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                    | **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 and duties**                          |                                                                                                                                                                                                                                                                                        | **Article    27**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                    |                                                                                                                                                                                                                                                                                        | ****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 business 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 shown**                       |                                                                                                                                                                                                                                                                                        | **Article    31**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **on    the balance sheet,**                            |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **reserves**                                            | **1**                                                                                                                                                                                                                                                                                  | ****The        General Meeting of Shareholders subject to the legal provisions shall        determine the ****allocation        of profit shown on the balance sheet. The Board of Directors shall submit    its proposals 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 reserves.                                                                                                                                                                                                                                                                                                    |
|                                                    |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **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 Company are listed are treated equally.                                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Place    of jurisdiction**                            |                                                                                                                                                                                                                                                                                        | **Article    33**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                    |                                                                                                                                                                                                                                                                                        | ****The        place of jurisdiction for any disputes arising from or in connection        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 contribution in kind at a price of CHF 3’000’000.–.        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 nominal value of CHF 43’901’860.–.        The difference between this amount and the aforementioned price of CHF        3’000’000.- will be assigned to the general reserves of the    Company.                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                        | **2**  | ****According        to the agreement subject to US-law between Syngenta AG, Basel, Syngenta        MergerSub Inc., Wilmington, Delaware (USA), and Novartis Agribusiness        Holding Inc., Wilmington, 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 Agribusiness Holding Inc., Wilmington, Delaware        (USA), a one hundred- percent affiliate. In return, also based on this        contract, the shareholders of Novartis Agribusiness Holding Inc., Wilmington,        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 between this        amount and the aforementioned price of a total of CHF 3’339’010.– will    be assigned to the general reserves of the Company. |
|                        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **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 Company with a par value of CHF 10.– with a total        nominal value of CHF 514’982’990.–. The difference of    CHF        171’808’810.– between        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 Ordinary General Meeting of Shareholders    of April 26, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                        |        | ****(The        official German version of the Articles of Incorporation is prevailing    over the English text).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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