EXHIBIT 1.1

LOGO

P.1e.B

LOGO

Articles of Association

Ciba Specialty Chemicals
Holding Inc.

dated March 2, 2006

Translation. The German version is legally
binding



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|                        |  |                                                                                                                                                                 |  | 
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                        |  | Section 1:                                                                                                                                                     
|                        | 
|                        |  | Name, Registered Office, Purpose and Duration                                                                                                                  
|                        | 
|                        |  | Article 1                                                                                                                                                      
|                        | 
|Name, Registered Office |  | Under the name                                                                                                                                                 
|                        | 
|                        |  | Ciba Spezialitätenchemie Holding AG                                                                                                                            
|                        | 
|                        |  | Ciba Spécialités Chimiques Holding SA                                                                                                                          
|                        | 
|                        |  | Ciba Specialty Chemicals Holding Inc.                                                                                                                          
|                        | 
|                        |  | there exists a corporation with its registered office in Basel.                                                                                                
|                        | 
|                        |  | Article 2                                                                                                                                                      
|                        | 
|Purpose                 |  | 1       Purpose of the Company is the acquisition, holding and disposition of enterprises which - among
others - are active in the area of specialty chemicals.
|                        | 
|                        |  | 2       The Company may acquire, mortgage, liquidate or sell real estate and intellectual property rights
in Switzerland or abroad and finance other companies.
|                        | 
|                        |  | Article 3                                                                                                                                                      
|                        | 
|Duration                |  | The duration of the Company is unlimited.                                                                                                                      



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|              |  | Section 2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|              | 
|              |  | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|              | 
|              |  | Article 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|              | 
|Share capital |  | 1       The share capital of the Company is CHF 69,064,617, fully paid in and divided into 69,064,617 registered
shares. Each share has a par value of CHF 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|              | 
|              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|              |  | 3       Until March 1, 2008 the Board of Directors is authorized to increase the share capital by the issue of a
maximum of 4 million fully paid up registered shares of CHF 1 nominal value each amounting to a maximum of CHF 4 million. Staggered increases are permitted. The exercise of preferential subscription rights acquired by contract as well as the
purchase of newly issued registered shares are subject to the transfer restrictions according to article 5 of the Articles of Association. The issue price, the date of the entitlement to the dividend and the details of a contribution in kind, if
applicable, will be determined by the Board of Directors.                          
|              | 
|              |  | The new shares will be placed with the existing shareholders. The placement can be made through
one or more banks, which underwrite the new shares. Furthermore, the Board of Directors is authorized to exclude the preferential subscription rights of the shareholders and to allot them to third parties in case the new shares are used in
connection with a take-over of a business, parts of a business or participations or in connection with the financing of such a transaction. Shares for which subscription rights have been allotted but which were not exercised may be used by the Board
of Directors in the interest of the Company.                                                      
|              | 
|              |  | 4       The share capital will be increased by the issue of a maximum of 4 million fully paid up registered shares
of CHF 1 nominal value each amounting to a maximum of CHF 4 million through the exercise of option rights or conversion rights which the Company or one of its subsidiaries may grant on a stand-alone basis or in connection with bond issues or other
debt financing. The preferential subscription rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option or convertible rights as well as the transfer of the registered shares are subject to the
transfer restrictions according to article 5 of the Articles of Association.
|              | 
|              |  | The placement of the option or convertible rights may be made through one or more banks, which
underwrite the issue. The Board of Directors is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          |  | authorized to exclude the advance subscription rights of the shareholders in case the option or convertible rights are used in connection with a take-over of a business,
parts of a business or participations or in connection with the financing of such a transaction. In this case the structure, the term, the amount of the bond issue or other debt financing, if any, as well as the conditions of the option or
convertible rights are to be determined by the Board of Directors in accordance with the market conditions prevailing at the time of the issue of the rights. Option or convertible rights shall be exercisable for a maximum period of 10
years.                                             
|                                                          | 
|                                                          |  | 5       The share capital will be increased by the issue of a maximum of 2 million fully paid up registered shares of
CHF 1 nominal value each amounting to a maximum of CHF 2 million through the exercise of option or convertible rights which have been allotted to employees of the Company or its subsidiaries. The preferential subscription rights of the shareholders
are excluded. The acquisition of registered shares through the exercise of option or convertible rights as well as the transfer of the registered shares are subject to the transfer restrictions according to article 5 of the Articles of
Association.                                                                                 
|                                                          | 
|                                                          |  | The placement of the option or convertible rights can be made through the Company or one of its
subsidiaries or through one or more banks which underwrite the issue. The advance subscription rights of the shareholders are excluded. The conditions of the option or convertible rights are to be determined by the Board of Directors in accordance
with the market conditions prevailing at the time of the issue, however, for employees a discount of a maximum of 20% on the market rate may be provided for.                                                                                                                                                                                                   
|                                                          | 
|                                                          |  | Article 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                          | 
|Share register and restrictions of registration, Nominees |  | 1       The Company shall maintain a share register showing the name, first name, address and nationality (in the
case of legal entities the registered office) of the holders or usufructuaries of registered shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                          | 
|                                                          |  | 2       Upon request acquirers of registered shares are registered in the share 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. Subject to the restrictions set forth in para. 6 of this article, no person or entity shall be registered with
the right to vote for more than 2% of the registered share capital as set forth in the commercial register. This restriction of registration also applies to persons who hold some or all of their shares through nominees pursuant to this article. All
of the foregoing is subject to Article 685d para. 3 of the Swiss Code of Obligations.



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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 3       The Board of Directors shall register any person in the share register with the right to vote up to 2% of
the registered share capital set forth in the commercial register if such person does not explicitly declare to hold the shares for its own account in its request for registration (hereinafter the Nominees). Registered shares held by a
Nominee that exceed this limit are only registered in the share register if such Nominee discloses the names, addresses and the number of shares of those persons for whose account it holds the shares. The Board of Directors may enter into agreements
with Nominees concerning the regulation of the duty to notify.                                                                                                                                                                                                                                                                           
| | 
| |  | 4       Legal entities and partnerships or other groups of persons or joint owners who are interrelated to one
another through capital ownership, voting rights, uniform management or otherwise linked as well as individuals or legal entities and partnerships who act in concert to circumvent the regulations concerning the limitation for registration in the
share register or the Nominees (especially as syndicate), shall be treated as one single person or Nominee within the meaning of para. 2 and 3 of this article.                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 
| |  | 5       After hearing the registered shareholder or Nominee, the Board of Directors may cancel registrations in
the share register with retroactive effect as of the date of registration if such registrations were made based on incorrect information. The respective shareholder or Nominee shall be informed immediately of the cancellation of the
registration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 
| |  | 6       The Board of Directors shall specify the details and give the necessary orders concerning the adherence to
the preceding regulations. In particular cases it may allow exemptions from the limitation for registration in the share register or the regulation concerning Nominees. It may delegate its duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 
| |  | 7       The limitation for registration in the share register set forth in this article shall also apply to shares
which are subscribed for or acquired through the exercise of preemptive rights, options or conversion rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 
| |  | 8       No person shall vote own and represented shares in an amount exceeding 5% of the aggregate share capital
at any vote taken at a general meeting of shareholders. Persons who are interrelated to one another through capital ownership, voting rights, uniform management or who are otherwise linked as well as individuals or legal entities and partnerships
who act in concert to circumvent the regulations concerning the limitation on the exercise of voting rights (especially as a syndicate), shall be treated as one single person. Under special circumstances, the Board of Directors may provide for
exceptions to this rule. This limitation, however, does not apply for depositaries (Depotvertreter), corporate bodies (Organvertreter), independent proxies (unabhängige Stimmrechtsvertreter) according to article 689c Swiss Code of Obligations
and for Nominees complying with their duty to notify according to article 5 para. 3.



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|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      | 
|                      |  | Article 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Share certificates    |  | The Company may issue certificates representing several shares. They may be exchanged at any
time for smaller portions or individual share certificates.                                                                                                                                                                                                                                                                                                                  
|                      | 
|                      |  | Article 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Dematerialized shares |  | 1       The Company may forego the printing and delivery of certificates and may, with the consent of the owner of
issued shares, cancel issued certificates for registered shares that are returned to the Company. It may forego the issuance of new certificates for registered shares if the owner of the shares does not demand the issuance of certificates for its
shares with the cooperation of the bank which handles the book entries.                         
|                      | 
|                      |  | 2       Registered shares not represented by a certificate may only be transferred by way of assignment which
assignment must encompass 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
administer may only be transferred with the cooperation of that bank.                                    
|                      | 
|                      |  | 3       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. The right to require delivery of a certificate may be transferred to the bank accepting the pledge. In all
other cases, the pledge of registered shares requires the transfer of the certificates to be valid.
|                      | 
|                      |  | Article 8                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Exercise of rights    |  | 1       The shares are not dividable. The Company accepts only one representative per share.                                                                                                                                                                                                                                                                                                                                                                              
|                      | 
|                      |  | 2       The right to vote and the other rights associated with a registered share may only be exercised by a
shareholder, usufructuary or Nominee who is registered in the share register.                                                                                                                                                                                                                                                                                



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|                               |  | Section 3:                                                                                                                                                                                                                                                                                                                                                                                            
|                               | 
|                               |  | Corporate Bodies                                                                                                                                                                                                                                                                                                                                                                                      
|                               | 
|                               |  | A. General Meeting of Shareholders                                                                                                                                                                                                                                                                                                                                                                    
|                               | 
|                               |  | Article 9                                                                                                                                                                                                                                                                                                                                                                                             
|                               | 
|Power                          |  | The General Meeting of Shareholders is the supreme body of the Company.                                                                                                                                                                                                                                                                                                                               
|                               | 
|                               |  | Article 10                                                                                                                                                                                                                                                                                                                                                                                            
|                               | 
|Ordinary General Meeting       |  | The Ordinary General Meeting of Shareholders shall be held each year within six months after
the close of the fiscal year of the Company; at the latest twenty days before the meeting the business report and the report of the auditors shall be made available for inspection by the shareholders at the registered office of the
Company.                                                         
|                               | 
|                               |  | Article 11                                                                                                                                                                                                                                                                                                                                                                                            
|                               | 
|Extraordinary General Meetings |  | 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 required 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.
|                               | 
|                               |  | Article 12                                                                                                                                                                                                                                                                                                                                                                                            
|                               | 
|Convening of General Meetings  |  | 1       General Meetings of Shareholders shall be convened by the Board of Directors 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 media 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 of the shareholders who demanded that a General Meeting of Shareholders be convened or that an item be included on the agenda and, in case of elections, the names of the nominated candidates.                                                                                   
|                               | 
|                               |  | Article 13                                                                                                                                                                                                                                                                                                                                                                                            
|                               | 
|Agenda                         |  | 1       One or more shareholders whose combined shareholdings represent an aggregate nominal value of at least CHF
100,000 may demand that an                                                                                                                                                                                                                                                         



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|                                          |  |                                                                                                                                                                                                                                                                                         
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |  | item be included in the agenda of a General Meeting. 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 on matters for which no proper notice was given. This
provision shall not apply to proposals to convene an Extraordinary General Meeting or to initiate a special audit.                                                     
|                                          | 
|                                          |  | Article 14                                                                                                                                                                                                                                                                              
|                                          | 
|Presiding officer, Minutes, Vote counters |  | 1       The General Meeting of Shareholders shall take place at the registered office of the Company, unless the
Board of Directors decides otherwise. The Chairman of the Board or in his absence the Vice-Chairman or any other Member of the Board shall take the chair.             
|                                          | 
|                                          |  | 2       The presiding officer shall appoint a secretary and the vote counters. The minutes shall be signed by the
presiding officer and the secretary.                                                                                                                                  
|                                          | 
|                                          |  | Article 15                                                                                                                                                                                                                                                                              
|                                          | 
|Proxies                                   |  | 1       The Board of Directors shall provide for the rules regarding the participation and the representation at
the General Meeting.                                                                                                                                                   
|                                          | 
|                                          |  | 2       A shareholder shall only be represented by his legal representative, another shareholder with the right to
vote, corporate bodies (Organvertreter), independent proxies (unabhängige Stimmrechtsvertreter) or by a depositary (Depotvertreter).                                 
|                                          | 
|                                          |  | 3       The exercise of the voting rights is governed by article 5 para. 8 of these Articles of
Association.                                                                                                                                                                            
|                                          | 
|                                          |  | Article 16                                                                                                                                                                                                                                                                              
|                                          | 
|Voting rights                             |  | Each share entitles to one vote.                                                                                                                                                                                                                                                        
|                                          | 
|                                          |  | Article 17                                                                                                                                                                                                                                                                              
|                                          | 
|Resolutions, Elections                    |  | 1       Unless the law requires otherwise, the General Meeting passes resolutions and elections with the absolute
majority of the votes represented.                                                                                                                                    
|                                          | 
|                                          |  | 2       Resolutions and elections shall be taken on a show of hands, unless the General Meeting decides for, or
the presiding officer orders, a secret ballot.                                                                                                                          
|                                          | 
|                                          |  | 3       The presiding officer may at any time order to repeat an election or resolution taken on a show of hands
with a secret ballot, if he doubts the results of the vote. In this case, the preceding election or resolution taken on a show of hands is deemed not to have occurred.



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|                                       |  | 4       If no election has taken place at the first ballot and if there is more that one candidate, the presiding
officer shall order a second ballot in which the relative majority shall be decisive.                                                                   
|                                       | 
|                                       |  | Article 18                                                                                                                                                                                                                                                                
|                                       | 
|Specific Powers of the General Meeting |  | The following powers shall be vested exclusively in the General Meeting:                                                                                                                                                                                                  
|                                       | 
|                                       |  | a)     to adopt and amend the Articles of Association;                                                                                                                                                                                                                    
|                                       | 
|                                       |  | b)     to elect the members of the Board of Directors, the auditors and the group auditors and the special auditors which
prepare the special audit reports required in connection with capital increases (Articles 652f, 653f and 653i of the Swiss Code of Obligations);
|                                       | 
|                                       |  | 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 persons entrusted with the
management;                                                                                                                                                                  
|                                       | 
|                                       |  | f)      to pass resolutions concerning all matters which by law or the Articles of Association are reserved to the
authority of the General Meeting.                                                                                                                      
|                                       | 
|                                       |  | Article 19                                                                                                                                                                                                                                                                
|                                       | 
|Special Quorum                         |  | The approval of at 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)      restrictions on the transfer of registered shares and the removal of such restrictions as well as on the
restriction to vote according to article 5 para. 8 and the removal of such restrictions;                                                                 
|                                       | 
|                                       |  | d)     an authorized or conditional increase of the share capital;                                                                                                                                                                                                        
|                                       | 
|                                       |  | e)     an increase of the share capital by conversion of capital surplus, by contribution in kind, for the purpose of an
acquisition of property and the grant of special rights;                                                                                         



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|--------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        |  | f)      a restriction or suspension of preemptive rights;                                                                                                                                                                                                                                                                                                
|                                        | 
|                                        |  | g)     a change of location of the principal office of the Company;                                                                                                                                                                                                                                                                                      
|                                        | 
|                                        |  | h)     the dissolution of the Company without liquidation.                                                                                                                                                                                                                                                                                               
|                                        | 
|                                        |  | B. Board of Directors                                                                                                                                                                                                                                                                                                                                    
|                                        | 
|                                        |  | Article 20                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|Number of Directors                     |  | The Board of Directors shall consist of a minimum of 1 and a maximum of 9 members, all of which
must be shareholders.                                                                                                                                                                                                                                    
|                                        | 
|                                        |  | Article 21                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|Term of office                          |  | 1       The term of office for each member of the Board of Directors shall not exceed four years. A year within
the meaning of this provision is the period between two Ordinary General Meetings of Shareholders. The term of office shall be determined for each member at the occasion of its election.                                               
|                                        | 
|                                        |  | 2       Members of the Board of Directors whose term of office has expired shall be
re-eligible.                                                                                                                                                                                                                                                         
|                                        | 
|                                        |  | Article 22                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|Organization of the Board, Remuneration |  | 1       The Board of Directors shall elect its Chairman and one or more Vice-Chairmen 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.                                                                                                                                                                                                                                                                          
|                                        | 
|                                        |  | Article 23                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|Convening of meetings                   |  | The Chairman shall convene meetings of the Board of Directors if and when the need arises or if
a member so requires in writing.                                                                                                                                                                                                                         
|                                        | 
|                                        |  | Article 24                                                                                                                                                                                                                                                                                                                                               
|                                        | 
|Resolutions                             |  | 1       In order to pass resolutions, at least a majority of the members of the Board of Directors must be
present. This requirement shall not apply for resolutions of the Board of Directors providing for the confirmation of capital increases or for the amendment of the Articles of Association in connection with increases of the share
capital.
|                                        | 
|                                        |  | 2       The adoption of resolutions by the Board of Directors requires a majority of the votes cast. The Chairman
shall have the deciding vote.                                                                                                                                                                                                          



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|                     |  | 3       Resolutions may be passed by circular (in writing) provided a member does not request oral
deliberation.                                                                                                                                                                                                                 
|                     | 
|                     |  | Article 25                                                                                                                                                                                                                                                                                                                       
|                     | 
|Powers of the board  |  | 1       The Board of Directors has in particular the following non-delegable and inalienable
duties:                                                                                                                                                                                                                             
|                     | 
|                     |  | a)     the ultimate direction of the business of the Company and to give the necessary instructions;                                                                                                                                                                                                                             
|                     | 
|                     |  | 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 Association, regulations and instructions;                                                                                                                   
|                     | 
|                     |  | f)      the preparation of business reports and the Meetings of Shareholders and to carry out the resolutions adopted
by the 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 (Art. 651 para. 4 Swiss Code of Obligations), as well as resolutions concerning the confirmation of capital increases and respective amendments to the Articles of Association;
|                     | 
|                     |  | i)       the examination of the professional qualifications of qualified auditors.                                                                                                                                                                                                                                               
|                     | 
|                     |  | 2       In addition the Board of Directors can 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 Association.                                                                                                           
|                     | 
|                     |  | Article 26                                                                                                                                                                                                                                                                                                                       
|                     | 
|Delegation of powers |  | The Board of Directors may, subject to article 25 hereof, delegate the management of the Company
in whole or in part to individual directors or to third persons (Executive Committee) by virtue of promulgating regulations governing the internal organization.                                                                



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|                                                          |  | Article 27                                                                                                                                                                                                                                                                         
|                                                          | 
|Signature power                                           |  | 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                                                                                                                                                                                                                                                     
|                                                          | 
|                                                          |  | Article 28                                                                                                                                                                                                                                                                         
|                                                          | 
|Term, Powers and Duties                                   |  | 1       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 statutory law.                                                                                    
|                                                          | 
|                                                          |  | 2       The General Meeting of Shareholders may elect special auditors which prepare the special audit reports
required in connection with capital increases (Articles 652f, 653f and 653i of the Swiss Code of Obligations) for a maximum term of office of three years.          
|                                                          | 
|                                                          |  | Section 4:                                                                                                                                                                                                                                                                         
|                                                          | 
|                                                          |  | Annual Financial Statements, Consolidated Financial Statements and Profit
Allocation                                                                                                                                                                                               
|                                                          | 
|                                                          |  | Article 29                                                                                                                                                                                                                                                                         
|                                                          | 
|Fiscal year                                               |  | The Board of Directors shall prepare for each fiscal year a business report consisting of the
annual financial statements (including profit and loss statements, balance sheet and notes to the financial statements), the annual report and the consolidated financial statements.
|                                                          | 
|                                                          |  | Article 30                                                                                                                                                                                                                                                                         
|                                                          | 
|Allocation of profit shown on the balance sheet, Reserves |  | 1       The allocation of the profit shown on the balance sheet shall be determined by the General Meeting of
Shareholders subject to the provisions of statutory law. The Board of Directors shall submit to the General Meeting of Shareholders its proposals.                   
|                                                          | 
|                                                          |  | 2       In addition to statutory reserves additional reserves may be accrued.                                                                                                                                                                                                      
|                                                          | 
|                                                          |  | 3       Dividends which have not been claimed within five years after the due date fall back to the Company and
shall be allocated to the general reserves.                                                                                                                        



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|                      |  | Section 5:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|                      |  | Publications and Place of Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      | 
|                      |  | Article 31                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Publications          |  | Shareholder communications of the Company shall be made in the Swiss Gazette of
Commerce. The Board of Directors may designate additional publication media.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                      | 
|                      |  | Article 32                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Place of jurisdiction |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      | 
|                      |  | Section 6:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|                      |  | Contributions in Kind                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      | 
|                      |  | Article 33                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|Contributions in kind |  | 1       Pursuant to the separation of CIBA-GEIGY AG with its registered office in Basel into a Specialty
Chemicals and a Life Sciences Group, the Company has taken over from CIBA-GEIGY AG in Basel - for consideration of the sum of CHF 1,517,543,056 - assets and liabilities relating to the area of specialty chemicals according to the separation balance
sheet as of January 1, 1996, according to which the assets assumed amounted to CHF 1,643,543,056 and the liabilities to CHF 126,000,000. The purchase price amounting to CHF 1,517,543,056 has corresponded to the net surplus of the assets over the
liabilities which were assumed and has been paid to the party contributing in kind:
|                      | 
|                      |  | The contributor in kind                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                      | 
|                      |  | CIBA-GEIGY AG received                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      | 
|                      |  | 1 fully paid in registered share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |  | at a face value of nominal CHF 10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CHF 10
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |  | Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | CHF 10



13



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| |  |                                                                                                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 
| |  | The remaining asset surplus of CHF 1,517,543,046 has been credited as agio to the general
reserves.                                                                                                                                             
| | 
| |  | 2       Ensuing the capital increase dated December 17, 1996, the Company intends to take over assets and
liabilities related to the field of specialty chemicals from CIBA-GEIGY AG in consideration for a maximum amount of CHF 1,477,804,000.