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_The ordinary General Meeting of shareholders is held each year within six months after the close of the business year. Extraordinary General Meetings of shareholders are called as often as necessary by a decision of the General Meeting of shareholders or Board of Directors, at the request of the auditors or at the written request of shareholders representing in the aggregate not less than 7% of the share capital entered in the commercial register.

_Each share registered in the shareholders’ register as carrying voting rights entitles the holder to one vote at the General Meeting. Shareholders are also entitled to dividends and have the other rights pursuant to the Swiss Code of Obligations.

Voting restrictions and proxy voting
_The Board of Directors may refuse to recognise a share purchaser as a shareholder or usufructuary with voting rights for any shares which, when added to shares already registered as voting shares in the purchaser’s name, would give the purchaser more than 5% of all shares carrying voting rights.

_A shareholder may be represented at the General Meeting on the basis of a written power of attorney but only by another shareholder, the official company representative, the independent proxy or a depositary.

Procedure and conditions for lifting restrictions on voting rights
_In order for voting restrictions to be lifted, shareholders representing in the aggregate not less than 0.5% of the share capital entered in the commercial register would have to request that such an item be included on the agenda no later than 40 days before the General Meeting by providing a written statement of their reasons. The General Meeting must voice its approval based on the quorum, as defined by the Articles of Incorporation, of at least two-thirds of the votes represented and an absolute majority of the share par values represented.

Quorums under the articles of incorporation
_In addition to the cases cited in Art. 704 of the Swiss Code of Obligations, approval by two-thirds of the votes represented and the absolute majority of the share par values represented is required in the following cases:

_Art. 15c) of the Articles of Incorporation: a change in the provisions relating to restrictions on the transfer of registered shares.

_Art. 15d) of the Articles of Incorporation: conversion of registered shares into bearer shares and vice versa.

Convening the General Meeting
_The articles of incorporation do not differ from legal regulations with regard to the convening of the General Meeting and the setting of the agenda. The General Meeting of shareholders is convened by the Board of Directors at least 20 days before the date of the meeting. The shareholders are invited to attend by a notice placed in official publications. The meeting may also be convened by sending a letter to all the registered shareholders at the addresses entered in the shareholders’ register. The notice of a meeting shall state the items on the agenda and the proposals of the Board of Directors and of any shareholders who have requested that a General Meeting of shareholders be convened or that a particular item shall be included on the agenda.

Inclusion of items on the agenda
_Shareholders representing in the aggregate not less than 0.5% of the share capital entered in the commercial register may request that an item shall be included on the agenda. They must submit such requests no later than 40 days before the scheduled date of the meeting by providing a written statement of their reasons.

Shareholders’ register
_The shareholders’ register is closed ten days before the General Meeting of shareholders. No new shareholders are registered until the conclusion of this General Meeting.

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