----

| 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.                       |
|                   |   |                                                                 |   |

----

| 2                                                                            |   | Share      Capital |
|------------------------------------------------------------------------------|--------|--------------------|
|                                                                         |   |               |   |
|                                                                         |   |               |   |
| Share      capital                                                           |   | Article      4     |
|                                                                         |   |               |   |
|                                                                         |   | 1                  | The share      capital of the Company is CHF 9,459,984.90, fully paid-in and divided into      94,599,849 registered shares. Each share has a par value of CHF      0.10. |
|                                                                         |   |               |   |
|                                                                         |   | 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 and restrictions of registration, 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 soforth). |
|                                                                         |   |               |   |
|                                                                         |   | 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. |

----

| 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. |

----

| 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 bymail. |

----

| 3                                              |   | Corporate      Bodies |
|------------------------------------------------|--------|-----------------------|
|                                           |   |                  |   |
|                                           |   |                  |   |
|                                           |   | 2                     | The notice of      a meeting shall state the items on the agenda and the proposals of the      Board of Directors, and as the case may be of the shareholders who      demanded that a General Meeting of Shareholders be convened or that a      certain item be included in the agenda and, in case of elections, the      names of the nominated candidates. |
|                                           |   |                  |   |
|                                           |   |                  |   |
| Agenda                                         |   | Article      12       |
|                                           |   |                  |   |
|                                           |   | 1                     | One or more      shareholders whose combined shareholdings represent an aggregate nominal      value of at least CHF 10,000.– may demand that an item be included in the      agenda of a 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. |
|                                           |   |                  |   |

----

| 3                                  |   | Corporate      Bodies                                                          |
|------------------------------------|--------|--------------------------------------------------------------------------------|
|                               |   |                                                                           |   |
|                               |   |                                                                           |   |
|                               |   | 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. |
|                               |   |                                                                           |   |
|                               |   |                                                                           |   |
| 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: |
|                               |   |                                                                           |   |

----

| 3                   |   | Corporate      Bodies                                                                                                                          |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                           |   |
|                |   |                                                                                                                                           |   |
|                |   | a)                                                                                                                                             | to adopt and      amend the Articles of Incorporation; |
|                |   |                                                                                                                                           |   |
|                |   | b)                                                                                                                                             | to elect the      members of the Board of Directors, the Auditors and the Group      Auditors; |
|                |   |                                                                                                                                           |   |
|                |   | c)                                                                                                                                             | to approve      the annual report and the consolidated financial    statements; |
|                |   |                                                                                                                                           |   |
|                |   | d)                                                                                                                                             | to approve      the annual financial statements and to decide on the allocation of profits      shown on the balance sheet, in particular with regard to      dividends; |
|                |   |                                                                                                                                           |   |
|                |   | e)                                                                                                                                             | to discharge      the members of the Board of Directors and the senior      management; |
|                |   |                                                                                                                                           |   |
|                |   | f)                                                                                                                                             | to pass      resolutions concerning all matters which by law or the Articles of      Incorporation are reserved to the authority of the General      Meeting. |
|                |   |                                                                                                                                           |   |
|                |   |                                                                                                                                           |   |
| Special      quorum |   | Article      18                                                                                                                                |
|                |   |                                                                                                                                           |   |
|                |   | The approval      of the least two thirds of the votes represented is required for      resolutions of the General Meeting of Shareholders on: |
|                |   |                                                                                                                                           |   |
|                |   | a)                                                                                                                                             | an alteration      of the purpose of the Company; |
|                |   |                                                                                                                                           |   |
|                |   | b)                                                                                                                                             | the creation      of shares with increased voting powers; |
|                |   |                                                                                                                                           |   |
|                |   | c)                                                                                                                                             | an      implementation of restrictions on the transfer of registered shares and      the removal of such      restrictions; |
|                |   |                                                                                                                                           |   |
|                |   | d)                                                                                                                                             | an authorized      or conditional increase of the share capital; |
|                |   |                                                                                                                                           |   |
|                |   | e)                                                                                                                                             | an increase      of the share capital made through a transformation of reserves, by      contribution in kind, for the purpose of an acquisition of property and      the grant of special rights; |
|                |   |                                                                                                                                           |   |
|                |   | f)                                                                                                                                             | a restriction      or suspension of preemptive rights; |
|                |   |                                                                                                                                           |   |
|                |   | g)                                                                                                                                             | a change of      location of the registered office of the Company; |
|                |   |                                                                                                                                           |   |
|                |   | h)                                                                                                                                             | the      dissolution of the Company without liquidation. |
|                |   |                                                                                                                                           |   |

----

| 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, remuneration |   | Article      21                                                                                          |
|                                         |   |                                                                                                     |   |
|                                         |   | 1                                                                                                        | The Board of      Directors shall elect its Chairman and one Vice-Chairman from among its      members. It shall appoint a secretary who need not be a member of the      Board of Directors. |
|                                         |   |                                                                                                     |   |
|                                         |   | 2                                                                                                        | The Board of      Directors shall determine the remuneration of its  members. |
|                                         |   |                                                                                                     |   |

----

| 3                                    |   | Corporate      Bodies                                                                                                                      |
|--------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |   |                                                                                                                                       |   |
|                                 |   |                                                                                                                                       |   |
| Convening      of meetings           |   | Article      22                                                                                                                            |
|                                 |   |                                                                                                                                       |
|                                 |   | The Chairman      shall convene meetings of the Board of Directors if and when the need      arises or if a member so requires in writing. |
|                                 |   |                                                                                                                                       |   |
|                                 |   |                                                                                                                                       |   |
| Resolutions                          |   | Article      23                                                                                                                            |
|                                 |   |                                                                                                                                       |
|                                 |   | The Board of      Directors may lay down rules on its decision-making mechanism in the rules      governing its organization.              |
|                                 |   |                                                                                                                                       |   |
|                                 |   |                                                                                                                                       |   |
| Power      of the 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 the giving of the necessary      directives; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | b)                                                                                                                                         | the      determination of the organization of the Company; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | c)                                                                                                                                         | the      administration of accounting, financial control and financial      planning; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | d)                                                                                                                                         | the      appointment and removal of the persons entrusted with the management and      representation of the Company; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | e)                                                                                                                                         | the ultimate      supervision of the persons entrusted with the management of the Company,      specifically in view of their compliance with the law, the Articles of      Incorporation, regulations and directives; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | f)                                                                                                                                         | the      preparation of business reports and the General Meetings of Shareholders      and the carrying out of the resolutions adopted by the General Meetings of      Shareholders; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | g)                                                                                                                                         | the      notification of the court if liabilities exceed assets; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | h)                                                                                                                                         | the adoption      of resolutions concerning the increase of the share capital to the extent      that such power is vested in the Board of Directors (Article 651 paragraph      4 of the Code of Obligations), as well as resolutions concerning the      confirmation of capital increases and respective amendments to the      Articles of Incorporation; |
|                                 |   |                                                                                                                                       |   |
|                                 |   | i)                                                                                                                                         | the      examination of the professional qualifications of qualified      auditors. |
|                                 |   |                                                                                                                                       |   |

----

| 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 shown on the balance sheet, reserves |   | Article      31                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                           |   | 1                                                                                                                                                                                                                                                                                                                                                                                                                                       | The General      Meeting of Shareholders subject to the legal provisions shall determine      the allocation of profit shown on the balance sheet. The Board of      Directors shall submit its proposals to the General Meeting of      Shareholders. |
|                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                           |   | 2                                                                                                                                                                                                                                                                                                                                                                                                                                       | In addition      to statutory reserves, additional reserves may be  accrued. |
|                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                           |   | 3                                                                                                                                                                                                                                                                                                                                                                                                                                       | Dividends not      claimed within five years after the due date shall remain with the Company      and be allocated to the general reserves. |
|                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |

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| 5                          |   | Publications      and Place of Jurisdiction                                                                                                                                                                                                                                                                |
|----------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                       |   |
|                       |   |                                                                                                                                                                                                                                                                                                       |   |
| Publications               |   | Article      32                                                                                                                                                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                       |   |
|                       |   | Shareholder      communications of the Company shall be made in the Swiss Commercial      Gazette. The Board of Directors may designate additional forms of      publication and shall assure that shareholders in all jurisdictions where      the shares of the Company are listed are treated  equally. |
|                       |   |                                                                                                                                                                                                                                                                                                       |   |
|                       |   |                                                                                                                                                                                                                                                                                                       |   |
| Place      of jurisdiction |   | Article      33                                                                                                                                                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                       |
|                       |   | The place of      jurisdiction for any disputes arising from or in connection with the      shareholdership in the Company shall be at the registered office of the      Company.                                                                                                                          |
|                       |   |                                                                                                                                                                                                                                                                                                       |   |

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| 6                         |   | Contribution      in kind |
|---------------------------|--------|---------------------------|
|                      |   |                      |   |
|                      |   |                      |   |
| Contribution      in kind |   | Article      34           |
|                      |   |                      |   |
|                      |   | 1                         | According to      the agreement concerning contribution in kind as of 9 November 2000 the      Company will receive from Astra Zeneca PLC, London, all 100,000 shares      with a par value of CHF 10.– Zeneca Agrochemical Zeta AG, Basel, as a      contribution in kind at a price of CHF 3,000,000,000.–. 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      438,901,860.–. The difference between this amount and the aforementioned      price of CHF 3,000,000,000.- will be assigned to the general reserves of      the Company. |
|                      |   |                      |   |
|                      |   | 2                         | According to      the agreement subject to US law between 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. |
|                      |   |                      |   |

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| 7      |   | Merger                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| Merger |   | Article      35                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | In accordance      with the merger agreement of 3 November 2000 and the merger balance sheet      of 3 November 2000 Novartis Agri Holding AG, Basel, transfers all of its      assets and liabilities of CHF 870,776,282.– with the net book value of CHF      686,791,800.– by universal succession to Syngenta AG, Basel. In return the      former shareholders of Novartis Agri Holding AG, Basel, will receive      51,498,299 fully paid-in shares of the 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 theCompany. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | Version      corresponding to the resolutions of the Ordinary General Meeting of      Shareholders of April 21, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (The official      German version of the Articles of Incorporation is prevailing over the      English text).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |

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