Exhibit 4.1




	
  

  	
  ABB Ltd, Zurich
  Articles of Incorporation 

  






 















	
  

  	
  Section 1:
  Name, Place of Incorporation, Purpose and Duration Article 1 Under the name
  ABB Ltd ABB AG ABB SA there exists a corporation with its place of
  incorporation in Zurich. Article 2 1 The purpose of the Company is to hold
  interests in business enter prises, particularly in enterprises active in the
  areas of industry, trade and services. 2 The Company may acquire, encumber,
  exploit or sell real estate and intellectual property rights in Switzerland
  and abroad and may also finance other companies. 3 The Company may engage in
  all types of transactions and may take all measures that appear appropriate
  to promote, or that are related to, the purpose of the Company. Article 3 The
  duration of the Company shall be unlimited. Section 2: Share Capital Article
  4 1 The share capital of the Company is CHF 2,384,185,561.92 and is divided
  into 2,314,743,264 fully paid registered shares. Each share has a par value
  of CHF 1.03. 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. Name, Place of Incorporation Purpose
  Duration Share Capital 1 Articles of Incorporation of ABB Ltd, Zurich as of April
  25, 2013 This is a translation of the original German version. In case of any
  discrepancy, the German version shall prevail. 

  






 















	
  

  	
  Article 4bis 1
  The share capital may be increased in an amount not to exceed CHF 216,300,000
  through the issuance of up to 210,000,000 fully paid registered shares with a
  par value of CHF 1.03 per share, a) up to the amount of CHF 206,000,000
  through the exercise of conversion rights and/or warrants granted in
  connection with the issuance on national or international capital markets of
  newly or already issued bonds or other financial market instruments by the
  Company or one of its group companies, and b) up to the amount of CHF
  10,300,000 through the exercise of warrant rights granted to the shareholders
  by the Company or one of its group companies. The Board of Directors may
  grant warrant rights not taken up by shareholders for other purposes in the
  interest of the Company. The pre-emptive rights of the shareholders shall be
  excluded in connection with the issuance of convertible or warrant-bearing
  bonds or other financial market instruments or the grant of warrant rights.
  The then current owners of conversion rights and/or warrants shall be
  entitled to subscribe for the new shares. The conditions of the conversion
  rights and/or warrants shall be determined by the Board of Directors. 2 The
  acquisition of shares through the exercise of conversion rights and/or
  warrants and each subsequent transfer of the shares shall be subject to the
  restrictions of art. 5 of these Articles of Incorporation. 3 In connection
  with the issuance by the Company or one of its group companies of convertible
  or warrant-bearing bonds or other financial market instruments, the Board of
  Directors shall be authorized to restrict or deny the advance subscription
  rights of shareholders if such issuances are for the purpose of financing or
  refinancing the acquisition of an enterprise, parts of an enterprise,
  participations or new investments or the issuance on national or
  international capital markets. If advance subscription rights are denied by
  the Board of Directors, the following shall apply: the convertible or
  warrant-bearing bonds or other financial market Contingent Share Capital 2 

  






 















	
  

  	
  instruments
  shall be issued at the relevant market conditions and the new shares shall be
  issued pursuant to the relevant market conditions taking into account the
  share price and/or other comparable instruments having a market price.
  Conversion rights may be exercised during a maximum 10-year period, and
  warrants may be exercised during a maximum 7-year period, in each case from
  the date of the respective issuance. The advance subscription rights of the
  shareholders may be granted indirectly. 4 The share capital may be increased
  in an amount not to exceed CHF 96,859,964 through the issuance of up to
  94,038,800 fully paid registered shares with a par value of CHF 1.03 per
  share by the issuance of new shares to employees of the Company and group
  companies. The pre-emptive and advance subscription rights of the
  shareholders of the Company shall thereby be excluded. The shares or rights
  to subscribe for shares shall be issued to employees pursuant to one or more
  regulations to be issued by the Board of Directors, taking into account
  performance, functions, levels of responsibility and profitability criteria.
  Shares or subscription rights may be issued to employees at a price lower
  than that quoted on the stock exchange. 5 The acquisition of shares within
  the context of employee share ownership and each subsequent transfer of the shares
  shall be subject to the restrictions of art. 5 of these Articles of
  Incorporation. Article 4ter 1 The Board of Directors shall be authorized to
  increase the share capital in an amount not to exceed CHF 206,000,000 through
  the issuance of up to 200,000,000 fully paid registered shares with a par
  value of CHF 1.03 per share by not later than April 29, 2015. Increases in
  partial amounts shall be permitted. 2 The subscription and acquisition of the
  new shares, as well as each subsequent transfer of the shares, shall be
  subject to the restrictions of art. 5 of these Articles of Incorporation.
  Authorized Share Capital 3 

  






 















	
  

  	
  3 The Board of
  Directors shall determine the date of issue of new shares, the issue price,
  the type of payment, the conditions for the exercise of pre-emptive rights,
  and the beginning date for dividend entitlement. In this regard, the Board of
  Directors may issue new shares by means of a firm underwriting through a
  banking institution, a syndicate or another third party with a subsequent
  offer of these shares to the shareholders. The Board of Directors may permit
  pre-emptive rights that have not been exercised to expire or it may place
  these rights and/or shares as to which preemptive rights have been granted
  but not exercised, at market conditions or use them for other purposes in the
  interest of the Company. 4 The Board of Directors is further authorized to
  restrict or deny the pre-emptive rights of shareholders and allocate such
  rights to third parties if the shares are to be used: a) for the acquisition
  of an enterprise, parts of an enterprise, or participations, or for new
  investments, or, in case of a share placement, for the financing or
  refinancing of such transactions; or b) for the purpose of broadening the
  shareholder constituency in connection with a listing of shares on domestic
  or foreign stock exchanges. Article 5 1 The Company shall maintain a share
  register listing the surname and first name (in the case of legal entities,
  the company name) and address of the holders and usufructuaries of the
  registered shares. 2 Acquirors of registered shares shall be registered upon
  request in the share register as shareholders with the right to vote,
  provided that they expressly declare that they acquired the registered shares
  in their own name and for their own account. Share Register and Restrictions
  on Registration, Nominees 4 

  






 















	
  

  	
  3 If persons
  fail to expressly declare in their registration applications that they hold
  the shares for their own account (the “Nominees”), the Board of Directors
  shall enter such persons in the share register with the right to vote,
  provided that the Nominee has entered into an agreement with the Board of
  Directors concerning his status and is subject to a recognized bank or
  financial market supervision. 4 After hearing the registered shareholder or
  Nominee, the Board of Directors may cancel registrations in the share
  register, retroactive to the date of registration, if such registrations were
  made based on incorrect information. The relevant shareholder or Nominee
  shall be informed immediately as to the cancellation. 5 The Board of
  Directors shall regulate the details and issue the instructions necessary for
  compliance with the preceding provisions. In special cases, it may grant
  exemptions from the rule concerning Nominees. The Board of Directors may
  delegate its duties. 6 Notwithstanding paras. 2–4 of this article, acquirors
  of registered shares may be registered in the share register with
  Värdepappers - centralen VPC AB (“VPC”) in accordance with Swedish law.
  Article 6 1 The Company may issue its registered shares in the form of single
  certificates, global certificates and uncertificated securities. Under the
  conditions set forth by statutory law, the Company may convert its registered
  shares from one form into another form at any time and without the approval
  of the shareholders. The Company shall bear the cost of any such conversion.
  2 If registered shares are issued in the form of single certificates or
  global certificates, they shall bear the signatures of two members of the
  Board of Directors. These signatures may be facsimile signatures. 3 The
  shareholder has no right to demand a conversion of the form of the registered
  shares. Each shareholder may, however, at any time request a written
  confirmation from the Company of the registered shares held by such
  shareholder, as reflected in the share register. Share Certificates and
  Intermediated Securities 5 

  






 















	
  

  	
  4 Intermediated
  securities based on registered shares of the Company cannot be transferred by
  way of assignment. A security interest in any such intermediated securities
  also cannot be granted by way of assignment. 5 Uncertificated registered
  shares registered with Euroclear Sweden AB may be pledged in accordance with
  Swedish law. Article 7 1 The Company shall only accept one representative per
  share. 2 The right to vote and rights relating thereto under a registered
  share may be exercised vis-à-vis the Company only by a shareholder,
  usufructuary or Nominee registered in the share register with the right to
  vote. Article 8 1 The Company has established a dividend access facility
  under which shareholders who are resident in Sweden have the option to be
  registered with VPC as holders of a total of up to 600,004,716 registered
  shares of the Company, with suspended dividend entitlement. The claim to
  dividends against the Company on such registered shares shall be suspended as
  long as such registered shares are registered with VPC. In lieu thereof, on
  each such registered share, an amount equivalent to the dividend resolved on
  a registered share of the Company shall be paid in Swedish kronor by ABB
  Norden Holding AB based on the dividend entitlement on a preference share. 2
  In deciding on the appropriation of dividends, the General Meeting of
  Shareholders shall take into account that the Company will pay dividends only
  on shares that do not participate in the dividend access facility. Exercise
  of Rights Dividend Access Facility 6 

  






 















	
  

  	
  Section 3:
  Corporate Bodies A. General Meeting of Shareholders Article 9 The General
  Meeting of Shareholders is the supreme body of the Company. Article 10 The
  Ordinary General Meeting of Shareholders shall be held each year within six
  months after the close of the fiscal year of the Company; the business report
  and the Auditors’ report, together with the Group Auditors’ report, shall be
  made available for inspection by the shareholders at the place of
  incorporation of the Company by no later than twenty days prior to the
  meeting. Each shareholder is entitled to request immediate delivery of a copy
  of these documents. Shareholders will be notified of this in writing. Article
  11 1 Extraordinary General Meetings of Shareholders shall be held when deemed
  necessary by 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 this is requested by
  one or more shareholders who represent an aggregate of at least one-tenth of
  the share capital and who submit a petition signed by such shareholder(s),
  specifying the items for the agenda and the proposals. Article 12 1 Notice of
  General Meetings of Shareholders shall be given by the Board of Directors or,
  if necessary, by the Auditors, by no later than twenty days prior to the meeting
  date. Notice of the meeting shall be given by way of an announcement
  appearing once in the official publication organ of the Company. Shareholders
  may also Competence Ordinary General Meetings Extraordinary General Meetings
  Notice of General Meetings 7 

  






 















	
  

  	
  be informed by
  ordinary mail. Liquidators and representatives of bondholders shall also be
  entitled to call a General Meeting of Shareholders. 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 held or that an item be included on the agenda and, in case of elections,
  the names of the nominated candidates. Article 13 1 One or more shareholders
  whose combined shareholdings represent an aggregate par value of at least CHF
  412,000 may demand that an item be included on the agenda of a General
  Meeting of Shareholders. Such inclusion must be requested in writing at least
  forty days prior to the meeting and shall specify the agenda items and
  proposals of such shareholder(s). 2 No resolutions may be passed at a General
  Meeting of Shareholders concerning agenda items for which proper notice was
  not given. This provision shall not apply, however, to proposals made during
  a General Meeting of Shareholders to convene an Extraordinary General Meeting
  of Shareholders or to initiate a special audit. 3 No previous notification
  shall be required for proposals concerning items included on the agenda and
  for debates as to which no vote is taken. Article 14 1 The General Meeting of
  Shareholders shall be held at the place of incorporation of the Company,
  unless the Board of Directors decides otherwise. The Chairman of the Board
  or, in his absence, a Vice-Chairman or any other Member appointed by the
  Board, shall take the chair. 2 The presiding officer shall appoint the
  secretary and the vote counters. The minutes shall be signed by the presiding
  officer and the secretary. Agenda Presiding Officer, Minutes, Vote Counters 8
  

  






 















	
  

  	
  3 The presiding
  officer shall have all powers and authority necessary to ensure the orderly
  and undisturbed conduct of the General Meeting of Shareholders. Article 15 1
  The Board of Directors shall issue procedural rules regarding participation
  in and representation at the General Meeting of Share holders. 2 A
  shareholder may be represented only by his legal representative, another
  shareholder with the right to vote, a corporate body (Organvertreter), an
  independent proxy (unabhängiger Stimmrechtsvertreter), or a depositary
  (Depotvertreter). All shares held by one shareholder may be represented by
  only one representative. Article 16 Subject to art. 5 para. 2 of these
  Articles of Incorporation, each share shall grant the right to one vote.
  Article 17 1 Unless otherwise required by law, the General Meeting of
  Shareholders shall pass resolutions and decide elections upon an absolute
  majority of the votes represented. 2 Resolutions and elections shall be
  decided by a show of hands, unless a secret ballot is resolved by the General
  Meeting of Shareholders or is ordered by the presiding officer. The presiding
  officer may also arrange for resolutions and elections to be carried out by
  electronic means. Resolutions and elections carried out by electronic means
  are deemed to have the same effect as secret ballots. 3 The presiding officer
  may at any time order that an election or resolution decided by a show of
  hands be repeated through a secret ballot if, in his view, the results of the
  vote are in doubt. In this case, the preceding decision by a show of hands
  shall be deemed to have not occurred. 4 If the first ballot fails to result
  in an election and more than one candidate is standing for election, the
  presiding officer shall order a second ballot in which a relative majority shall
  be decisive. Proxies Voting Rights Resolutions, Elections 9 

  






 















	
  

  	
  Article 18 The
  following powers shall be vested exclusively in the General Meeting of
  Shareholders: a) adoption and amendment of the Articles of Incorporation; b)
  election of the members of the Board of Directors, the Auditors, the Group
  Auditors and the Special Auditors; c) approval of the annual report and the
  consolidated financial statements; d) approval of the annual financial
  statements and deciding on the allocation of profits shown on the balance
  sheet, in particular with regard to dividends; e) granting discharge to the
  members of the Board of Directors and the persons entrusted with management;
  f) passing resolutions as to all matters reserved to the authority of the
  General Meeting by law or under these Articles of Incorporation or that are
  submitted to the General Meeting by the Board of Directors, subject to art.
  716a Swiss Code of Obligations. Article 19 The approval of at least
  two-thirds of the votes represented shall be required for resolutions of the
  General Meeting of Shareholders with respect to: a) a modification 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; d) restrictions on the exercise of the right to vote
  and the removal of such restrictions; e) an authorized or conditional
  increase in share capital; f) an increase in share capital through the
  conversion of capital surplus, through an in-kind contribution or in exchange
  for an acquisition of property, and a grant of special benefits; g) the
  restriction or denial of pre-emptive rights; h) a transfer of the place of
  incorporation of the Company; i) the dissolution of the Company. Specific Powers
  of the General Meeting Special Quorum 10 

  
	
   

  	
   

  






 















	
  

  	
  B. Board of
  Directors Article 20 The Board of Directors shall consist of no less than 7
  and no more than 13 members. Article 21 1 The term of office of the members
  of the Board of Directors shall be one year. In this regard, one year shall
  mean the period between two Ordinary General Meetings of Shareholders. 2
  Members of the Board of Directors whose terms of office have expired shall be
  immediately eligible for re-election. Article 22 1 The Board of Directors
  shall elect from among its members one Chairman. It shall appoint a secre
  tary who need not be a member of the Board. 2 The members of the Board of
  Directors shall be entitled to the reimbursement of all expenses incurred in
  the interests of the Company, as well as remuneration for their services that
  is appropriate in view of their functions and responsibilities. The amount of
  the remuneration shall be fixed by the Board of Directors or a committee of
  the Board of Directors. Article 23 The Chairman shall convene meetings of the
  Board of Directors if and when the need arises or whenever a member or the
  chief executive officer so requests in writing. Article 24 1 In order to pass
  resolutions, at least a majority of the members of the Board of Directors
  must be present. No attendance quorum shall be required for resolutions of
  the Board of Directors providing for the confirmation of capital increases or
  for the amendment of the Articles of Incorporation in connection therewith.
  Number of Directors Term of Office Organization of the Board, Remuneration
  Convening of Meetings Resolutions 11 

  






 















	
  

  	
  2 Resolutions
  of the Board of Directors shall be adopted upon a majority of the votes cast.
  In the event of a tie, the Chairman shall have the casting vote. 3 Resolutions
  may be passed by way of circulation (in writing), provided that no member
  requests oral deliberation. Article 25 1 The Board of Directors has, in
  particular, the following nondelegable and inalienable duties: a) the
  ultimate direction of the business of the Company and the issuance of 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
  management and representation of the Company; e) the ultimate supervision of
  the persons entrusted with management of the Company, specifically in view of
  their compliance with law, these Articles of Incorporation, the regulations
  and directives; f) the preparation of business reports, the preparations for
  the General Meetings of Shareholders and the implementation of the
  resolutions adopted by the General Meetings of Shareholders; g) the adoption
  of resolutions concerning an increase in share capital to the extent that
  such power is vested in the Board of Directors (art. 651 para. 4 Swiss Code
  of Obligations) and of resolutions concerning the confirmation of capital
  increases and corresponding amendments to the Articles of Incorporation, as
  well as making the required report on the capital increase; h) the
  examination of the professional qualifications of the qualified auditors; i)
  notification of the court if liabilities exceed assets. Specific Powers of
  the Board 12 

  






 















	
  

  	
  2 In addition,
  the Board of Directors may pass resolutions with respect to all matters that
  are not reserved to the authority of the General Meeting of Shareholders by
  law or under these Articles of Incorporation. Article 26 Subject to art. 25
  of these Articles of Incorporation, the Board of Directors may delegate
  management of the Company in whole or in part to individual directors or to
  third persons (Executive Committee) pursuant to regulations governing the
  internal organization. Article 27 The due and valid representation of the
  Company by members of the Board of Directors or other persons shall be set
  forth in regulations governing the internal organization. C. Auditors Article
  28 1 The Auditors, which shall be elected by the General Meeting of
  Shareholders each year, shall have the powers and duties vested in them by
  law. Delegation of Powers Signature Power Term, Powers and Duties 13 

  






 















	
  

  	
  Section 4:
  Annual Financial Statements, Consolidated Financial Statements and Profit
  Allocation Article 29 1 The fiscal year shall close as of December 31 of each
  year, closing for the first time on December 31, 1999. 2 For each fiscal
  year, the Board of Directors shall prepare a business report including the
  annual financial statements (consisting of the profit and loss statements,
  balance sheet and notes to the financial statements), the annual report and
  the consolidated financial statements. Article 30 1 The profit shown on the
  balance sheet shall be allocated by the General Meeting of Shareholders
  within the limits set by applicable law. The Board of Directors shall submit
  its proposals to the General Meeting of Shareholders. 2 Further reserves may
  be taken in addition to the reserves required by law. 3 Dividends that have
  not been collected within five years after their expiry date shall pass to
  the Company and be allocated to the general reserves. Section 5:
  Announcements, Communications Article 31 1 The official publication organ of
  the Company shall be the Swiss Official Gazette of Commerce. 2 To the extent
  that personal notification is not mandated by law, all communications to the
  shareholders shall be deemed valid if published in the Swiss Official Gazette
  of Commerce. Written communications by the Company to its shareholders shall
  be sent by ordinary mail to the last address of the shareholder or authorized
  recipient entered in the share register. Fiscal Year, Business Report
  Allocation of Profit Shown on the Balance Sheet, Reserves Announcements,
  Communications 14 

  






 















	
  

  	
  ABB Ltd P.O.
  Box CH-8050 Zurich Telephone +41 (0)43 317 71 11 Telefax +41 (0)43 317 44 20
  www.abb.com