**Exhibit 1.1**SyngentaLtd.Articles ofIncorporation




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|1                 |  |  | Corporate Name,Registered Office, Purpose and
  Duration                                                                  
|----------------- |  |  | --------------------------------------------------------------------------------------------------------------------------
|                  |  |  |                                                                                                                           
|Corporate name    |  |  | Article 1
A company limited by shares is formed under the corporate name:                                                 
|                  |  | 
|Registered office |  |  | Syngenta AG
          Syngenta SA
          Syngenta Ltd.
          with its
                  registered office in Basel.

|         |  |   |                                                                                                                                                                                              
|-------- |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Purpose  |  |   | Article 2                                                                                                                                                                                    
|         |  |   |                                                                                                                                                                                              
|         |  | 1 | Purpose of the Company
        is to hold interests in enterprises, particularly in the areas of agribusiness;
    in special circumstances the Company may directly operate such businesses.
|         |  |   |                                                                                                                                                                                              
|         |  | 2 | The Company may acquire, mortgage, liquidate or sell real estate      and intellectual property rights in Switzerland
      or abroad.                                                       
|         |  |   |                                                                                                                                                                                              
|         |  |   |                                                                                                                                                                                              
|Duration |  |   | Article 3                                                                                                                                                                                    
|         |  |   |                                                                                                                                                                                              
|         |  |   | The duration of the Company is unlimited.                                                                                                                                                    

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2



|2                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Share capital                                                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Article 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The share capital of the Company is CHF
      239,300,188., fully paid-in and divided into 104,043,560
    registered shares. Each share has a par value of CHF 2.30.                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Shareholders register 
      andrestrictions ofregistration,
    nominees |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Article 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                           | 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.                                                                                                                                                                                                                                                                                                            
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   | 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.                                                                                                                                                                                                         
|                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                           |   | 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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|2                     |  |   | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------- |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Dematerialized shares |  |   | Article 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                      |  | 1 | Each shareholder may at any time request the Company to confirm the number of registered shares owned by the respective shareholder. The shareholders are not entitled, however, to demand the printing and delivery
of certificates representing shares.                                                                                                                                                                                                                              
|                     
|                      |  | 2 | By contrast,
              the Company may at any time print and deliver certificates representing
              shares and, with the consent of the owner of issued certificates,
              cancel issued share certificates upon  their return to the Company.
              Certificates for multiple shares may be exchanged at any time for
              smaller portions or individual share certificates.                                                                  
|                     
|                      |  | 3 | Registered
              shares not represented by a certificate may only be transferred
              by way of assignment including all rights 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 cooperation of that bank.
|                     
|                      |  | 4 | Registered shares not represented by a certificate may only be pledged to the bank which handles the book entries of such shares for the shareholder, and only based on a written pledge
agreement. A notification of the Company is not necessary.                                                                                                                                                                                                                                    
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Exercise of rights    |  |   | Article 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                      |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                      |  | 1 | The shares are not divisible. The Company accepts only one representative per share.                                                                                                                                                                                                                                                                                                                                                                                                   
|                     
|                      |  | 2 | The right to vote
              and the other rights associated with a share may only be exercised by
              a shareholder, a usufructuary or a nominee who is registered as a shareholder
              with the right to vote in the shareholders register.                                                                                                                                                                                                                  

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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.                                                                                                                                                                                                                                                                                                                                                                                  
|                                  |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                  |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Ordinary General
    Meeting      |  |   | 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.
|                                  |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                  |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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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|3                                                  |  |   | Corporate Bodies                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------- |  | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Agenda                                             |  |   | Article 12                                                                                                                                                                                                                                                                                                                                                                                           
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 1 | One or more shareholders whose combined
        shareholdings represent an aggregate nominal value of at least CHF 200,000. 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.                                                                                                                      
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Presiding officer,
    minutes, 
    vote counters |  |   | Article 13                                                                                                                                                                                                                                                                                                                                                                                           
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 1 | The General Meeting of
        Shareholders shall take place at the registered office of the Company,
        unless the Board of Directors decides otherwise. The Chairman of the
        Board of Directors or in his absence the Vice-Chairman or any other Member
        of the Board of Directors designated by the Board of Directors shall
    take the chair.                               
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 2 | The presiding officer
        shall appoint a secretary and the vote counters. The presiding officer
    and the secretary shall sign the minutes.                                                                                                                                                                                                                                                   
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Proxies                                            |  |   | Article 14                                                                                                                                                                                                                                                                                                                                                                                           
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 1 | The Board of Directors
        shall provide for the rules regarding the participation and the representation
    at the General Meeting of Shareholders.                                                                                                                                                                                                                                            
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 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).                                      
|                                                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   |  | 3 | The Chairman of the General
    Meeting decides whether a proxy will be accepted.                                                                                                                                                                                                                                                                                                                    



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|3                                 |  |    | Corporate Bodies                                                                                                                                                                                                                                                                                                                               
|--------------------------------- |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|Voting rights                     |  |    | Article 15                                                                                                                                                                                                                                                                                                                                     
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  |    | Each share entitles the holder to one
    vote.                                                                                                                                                                                                                                                                                                
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|Resolutions, elections            |  |    | Article 16                                                                                                                                                                                                                                                                                                                                     
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  | 1  | Unless the law requires otherwise, the
    General Meeting passes resolutions and elections with the absolute majority
    of the votes represented.                                                                                                                                                                                           
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  | 2  | Resolutions and elections shall be taken
        either on a show of hands or by electronic voting, unless
        the General Meeting of Shareholders decides for, or the presiding officer
    orders, a ballot.                                                                                                                             
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  | 3  | The presiding officer may at any time
    have an election or resolution taken on a show of hands or electronically
        repeated by a ballot, if the results of the first vote appear unclear.
        In such case, the preceding election or resolution taken on a show of
    hands or electronically is deemed not to have taken place.
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  | 4  | In case of elections, if no valid election
        has been made in the first vote
        and if there is more than one candidate, the presiding officer shall
    order a second vote in which the relative majority shall be decisive.                                                                                                      
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|                                  |  |    |                                                                                                                                                                                                                                                                                                                                                
|Powers of 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;                                                                                                                                                                              

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|3              |  |    | Corporate Bodies                                                                                                                                                                           
|-------------- |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |    |                                                                                                                                                                                            
|               |  | 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;                                                                                                                          
|               |  |    |                                                                                                                                                                                            
|               |  | h) | the dissolution of the Company without
    liquidation.                                                                                                                                    



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|3                              |  |   | Corporate Bodies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------ |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |   | B. Board of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Number of Directors            |  |   | Article 19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |   | The Board of Directors shall consist of
    a maximum of twelve members who shall be shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Term of office                 |  |   | Article 20                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  | 1 | The term of office for each member of
    the Board of Directors shall not exceed three years. A year within the meaning
        of this provision is the interval between two Ordinary General 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.                                                                                                                                                                                 
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Organization of
    the Board, |  |   | Article 21                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|remuneration                   |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  | 1 | The Board of Directors shall elect its
    Chairman and one Vice-Chairman from among its members. It shall appoint a
    secretary who need not be a member of the Board of Directors.                                                                                                                                                                                                                                                                                                                                            
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  | 2 | The Board of Directors shall determine
    the remuneration of its members.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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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|3                                   |  |    | Corporate Bodies                                                                                                                                                                                                                                                                                                                                                
|----------------------------------- |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|Resolutions                         |  |    | Article 23                                                                                                                                                                                                                                                                                                                                                      
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  |    | The Board of Directors may lay down rules
    on its decision-making mechanism in the rules governing its organization.                                                                                                                                                                                                                                         
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|Power of the Board
    of Directors |  |    | Article 24                                                                                                                                                                                                                                                                                                                                                      
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  | 1  | The Board of Directors has in particular
        the following nontransferable and
    inalienable duties:                                                                                                                                                                                                                                                      
|                                    |  |    |                                                                                                                                                                                                                                                                                                                                                                 
|                                    |  | a) | the ultimate direction of the business
        of the Company and thegiving 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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|3                                              |  |   | Corporate Bodies                                                                                                                                                                                                                                                                 
|---------------------------------------------- |  | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                               |  |   |                                                                                                                                                                                                                                                                                  
|                                               |  | 2 | In addition the Board of Directors
        may pass resolutions with respect to all matters which are not reserved
        to the authority of the General Meeting of Shareholders by law or by
    these Articles of Incorporation.                                             
|                                               |  |   |                                                                                                                                                                                                                                                                                  
|                                               |  |   |                                                                                                                                                                                                                                                                                  
|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 |  |   | Article 31                                                                                                                                                                                                                                                                                                                                                                                                                                   
|shown 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 shallremain
    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.                                                                                                                                   



---



|3                        |  |   | 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.



---





|3      |  |  | 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 19, 2006.
      (The official German version of the Articles
    of Incorporation is prevailing over the English text).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---