(art. 1 and 131, let. C, LIMF) ¹

The purpose of this Order is to ensure the fairness and transparency of takeover bids and the equal treatment of investors.

(art. 2, let. B, c and i, LIMF)

For the purposes of this order:

A.

Equity titles: Shares, equity, and dividend certificates;

B.

Equity derivatives: Derivatives of participation within the meaning of s. 15 of the Order of the Federal Financial Market Supervisory Authority of 3 December 2015 on Financial Market Infrastructure (OIMF-FINMA) ² .

(art. 126, para. 3, 136, para. 1, and 138 , Al. 1, LIMF) ¹

¹ The Commission shall ensure compliance with the provisions applicable to takeover bids.

² It shall act by decision.

(art. 131 LIMF) ¹

¹ The Commission may, ex officio or upon request, authorise derogations from certain provisions of this Ordinance where the overriding interests justify it.

² In particular, it may exempt the offeror from compliance with certain provisions on takeover bids when it acquires its own shares and:

A.

Equal treatment, transparency, loyalty and good faith are ensured, and

B.

There is no evidence of a violation of LIMF or other legal provisions. ²

(art. 131, let. A, LIMF) ¹

¹ The Offeror may announce an offer prior to the publication of the prospectus.

² The pre-announcement indicates:

A.

The name and seat of the offeror;

B.

The corporation's name and registered office;

C. ²

Equity securities and participation derivatives of the offering;

D.

The price offered;

E.

Publication deadlines and duration of the offer;

F.

The conditions under which the tender is submitted.

(art. 131, let. A and b, LIMF) ²

¹ The preliminary announcement is in German and French.

² If the advance notice is published or distributed to investors in another language, this version must be in accordance with the German and French texts, and all other documents relating to the offer must also be drafted in that language. Language. Documents relating to the offer drawn up in that other language shall be published simultaneously. ³

³ The Offeror is responsible for the concordance of the language versions.

(art. 131, let. A and b, LIMF)

¹ The Offeror publishes the Advance Announcement:

A.

By making it available on its website or on an Internet site intended for the offering;

B.

By communicating it to the main Swiss media outlets, the main active press agencies in Switzerland and the main electronic media broadcasting financial information (financial information providers) active in Switzerland, and

C.

By communicating it to the Commission.

² The publication takes place at least 90 minutes before the opening or after the closing of the trading on the stock exchange to which the shares of the offeror company are quoted.

³ The prior announcement is available to the addressees of the offer on the website of the offeror or on a website for the offer up to the execution of the offer.

⁴ The Commission reproduces the previous announcement on its website.

⁵ The communication of the prior announcement to the committee shall be accompanied by the appointment of a representative in Switzerland.

⁶ The relevant provisions on event advertising are reserved.

(art. 131, let. A, LIMF)

¹ Within six weeks of the prior announcement, the Offeror must publish an offer prospectus (prospectus) in accordance with the terms of the advance notice. The Commission may extend this period when overriding interests justify it, in particular where the offeror is required to obtain an authorisation from a public authority, in particular in the field of competition.

² The prospectus may only include an amendment to the advance notice if the amendment is generally favourable to the addressees (e.g. Price increase, removal of conditions).

³ The date of publication of the advance notice is decisive for:

A.

Calculation of the minimum price (art. 135, para. 2, LIMF; art. 9, para. 6 of this order);

B.

The obligation to report transactions (s. 134 LIMF; art. 38-43 of this order);

C.

The defence measures of the offeror company (art. 132, para. 2 and 3, LIMF; art. 35 to 37 of this order);

D.

The obligation of the offeror to respect the Best Price Rule (art. 10);

E.

The computation of the time limit under s. 19, para. 1, let. G;

F.

The obligation to propose an alternative in cash (Art. 9 A ).

(art. 127, para. 2, and 131, let. C, LIMF)

¹ The principle of equal treatment applies to all categories of equity and participation derivatives covered by the offer.

² The offer must cover all the categories of shares of the listed company. If the offer also covers unlisted shares of the offeror company or derivatives of participation, the principle of equal treatment also applies to them.

³ The Offeror must ensure that there is a reasonable relationship between the prices offered for the different equity and equity derivatives.

⁴ The offer must also cover equity derivatives from participation derivatives until the end of the additional period (s. 14, para. 5), but not necessarily on the equity derivatives themselves.

⁵ Where an offer relates to equity securities whose acquisition would not allow the offeror to cross the threshold that triggers a mandatory bid, the offeror is free to set the price of the offer. It must ensure that there is a reasonable relationship between the prices offered for the various equity and equity derivatives. If all acceptances cannot be met, the Offeror must treat them proportionally.

⁶ Where an offer relates to equity securities the acquisition of which would allow the offeror to cross the mandatory bid threshold (a take-over bid), it includes all the listed shares of the offeror corporation. The price of the offer shall be in accordance with the provisions on compulsory tenders, with the exception of Art. 45, para. 2, OIMF-FINMA ² .

(art. 127, para. 2, 131, let. C, LIMF) ²

¹ For voluntary offers whose price consists wholly or partly in transferable securities, the offeror proposes to the shareholders the possibility of a full settlement in cash (cash alternative) if, between the publication of the offer and its Performance, it acquires against payment in cash of the shares of the offeror company.

² Where the price of an offer of control consists wholly or partly in securities, the offeror shall propose to the shareholders an alternative in cash if, in the 12 months preceding its publication, it has acquired against payment in Equity securities that represent 10 % or more of the share capital or equity of the offeror corporation.

(art. 127, para. 2, 131, let. C, LIMF) ²

For all exchange offers, the offered securities and the cash alternative can have a different value.

(art. 127, para. 2, and 131, let. C, LIMF) ¹

¹ Upon publication of the offer and within six months of the expiry of the additional period, if the offeror acquires the shares of the offeror company at a price greater than that of the offer, that price must be extended to all Offer recipients (Best Price Rule).

² The Best Price Rule Also applies to the acquisition of equity derivatives and offers for equity derivatives. ²

((art. 127, para. 3, and 131, let. F, LIMF) ¹

¹ Art. 12, para. 1, OIMF-FINMA ² Applies by analogy to any person, in the course of an offer, acts in concert or form an organized group with the offeror. ³

² The Offeror's representative is not presumed to act in concert or to form an organized group with the Offeror.

(art. 127, para. 3, and 131, let. F, LIMF) ¹

¹ Persons who cooperate with the Offeror within the meaning of s. 11 comply with the following rules: ²

A.

Rules on transparency (art. 23);

B. ³

The rules on equal treatment, in particular the obligation to propose an alternative in cash and Best Price Rule (art. 9 A And 10);

C.

The rules of loyalty (art. 13, para. 1);

D.

The transaction reporting rules (chap. 8).

² Persons who cooperate with the Offeror do not have an obligation to pay the amount offered, unless the offer provides otherwise.

³ Participation in the offeror company's partnership with the offeror is added to that of the offeror (s. 19, para. 1, let. F and g, 44, para. 3, and 47).

(art. 131, let. B, LIMF) ¹

¹ The offer may be subject to conditions in the presence of a justified interest of the offeror. Mandatory offers are governed by s. 38 OIMF-FINMA ² . ³

² In principle, the offer may only be subject to conditions on the performance of which the offeror cannot exercise decisive influence.

³ Where the nature of the conditions requires the offeror to cooperate in their performance, the Offeror has an obligation to take all reasonable measures to ensure that these conditions are met.

⁴ The Offeror may waive any condition at any time. The execution of the offer results in the renunciation of any outstanding conditions.

⁵ The offeror finds in principle in the final announcement of the intermediate result (Art. 44, para. 2): ⁴

A.

The terms of the offer have been fulfilled; or

B.

It waives one or more conditions.

⁶ It may defer this finding until the offer is executed if:

A.

It demonstrates the existence of a paramount interest; and

B.

The committee agrees.

(art. 130, para. 2, and 131, let. E, LIMF) ¹

¹ The offer can only be accepted after a waiting period.

² The waiting period is in principle ten days of stock exchange as soon as the prospectus is published. It may be extended or reduced by the committee. ²

³ The offer must be open for a minimum of 20 trading days. At the request of the offeror, this period may be reduced to 10 days of award if:

A.

The offeror holds the majority of the voting rights of the offeror before the publication of the offer; and

B.

The report of the board of directors of the offeror company is published in the prospectus.

⁴ The offer can be open for up to 40 days. If it is open for a shorter period, the offeror may reserve in the offer the right to extend it for up to 40 days. An extension beyond 40 days of stock exchange requires the agreement of the commission. The Commission may adjust the schedule of an offer if it is justified by overriding interests.

⁵ If the offer is successful, the offeror must give the right to accept it at a later date, for ten days after the publication of the final announcement of the intermediate result (additional time limit). This rule also applies when the offer was unconditional.

⁶ In principle, the offer must be carried out on or before the tenth day of the award after the end of the additional period. If the offer remains subject to a condition (art. 13, para. 5), the execution may be carried forward with the prior agreement of the Commission. The prospectus indicates the timing of the execution.

(art. 131, let. E, LIMF) ¹

¹ A published offer can only be amended if this amendment is generally favourable to the addressees (p. Ex. Price increase, removal of conditions).

² Art. 18 applies to the publication of the amendment to the offer. ²

³ The amendment must be published no later than the last day of the offering before the opening of the trade.

⁴ However, if the amendment is published less than ten days before the date of the offer, the duration of the offer will be extended so that the offer remains open at least ten trading days upon publication of the amendment. These two periods are reduced to five days if the report of the board of directors of the offeror company is published with the amendment.

⁵ Electronic publication is crucial for meeting deadlines. ³

(art. 129 and 131, let. B, LIMF) ¹

Where an offer is prohibited, the addressee of the offer may withdraw from the contract or cancel a sale already executed, in writing, within one year of the entry into force of the decision.

(art. 128 and 131, let. D, LIMF)

¹ Traders and audit firms authorized to control traders (art. 9 A , para. 1, of the Act of 16 December 2005 on the supervision of the revision ² ) Can control offers.

² The supervisory body must be independent of the offeror, the offeror company and the persons acting in concert with them.

(art. 128 and 131, let. D, LIMF) ¹

¹ The supervisory body shall check before the publication of the offer that the prospectus complies with the LIMF and the orders and, where appropriate, the decisions of the committee relating to the offer. In particular, it controls: ²

A.

The completeness and accuracy of the prospectus;

B.

Equal treatment of the addressees of the offering;

C.

Financing of supply and availability of means;

D.

Where applicable, the availability of the securities offered in exchange.

² The supervisory body shall draw up a short report. The Offeror must publish this report in the prospectus.

³ If the offer is amended or the prospectus completed (s. 15 and 17, para. 2), the supervisory body shall draw up a short report. This report is published in conjunction with the amendment or supplement.

(art. 128 and 131, let. D, LIMF) ¹

¹ The supervisory body shall verify after publication of the offer if the provisions of the LIMF and the orders and the decisions of the committee relating to the offer have been complied with during the period of the offer. In particular, it checks: ²

A. ³

Statements of transactions made pursuant to s. 134 LIMF;

B.

Publication of intermediate and final results;

C.

The consistent delivery of the term offer;

D. ⁴

Respect for art. 9 A And 10.

² The supervisory body shall draw up a final report to the committee, indicating on which bases it has relied for its control.

(art. 128 and 131, let. D, LIMF) ¹

¹ The supervisory body shall provide the committee with all the information it requests to carry out its tasks.

² If the supervisory body has reason to believe that violations of the LIMF, orders or decisions of the committee relating to the offer have taken place after the publication of an offer, it shall inform the committee thereof without delay. Address a special report. ²

³ The Commission may instruct the supervisory body to carry out special checks and report to it.

(art. 132, para. 1 and 3, LIMF) ¹

¹ The report of the Management Board (report) contains all the information necessary to enable the addressees of the offer to make an informed decision. In particular, it explains the effects of the offer on the offeror company and its shareholders. It must be completed in the event of essential developments.

² The published information must be accurate and complete. If the report contains concrete indications on the expected results of the company concerned, the bases and the main assumptions on which the forecasts are based must be set out.

³ The report may recommend accepting the offer or not accepting it; it may also expose the advantages and disadvantages of the offer without making a recommendation.

⁴ The report is clearly motivated and contains all the essential elements that have inspired the Governing Council's position. It shall indicate the result of its vote in a number of votes.

⁵ If the recommendation of the Management Board is based on the assessment of a third party ( Fairness Opinion ), it becomes an integral part of the report. The bases and the method of evaluation and the parameters used must be exposed. The report indicates the exact internet address to which the Fairness Opinion Can be consulted free of charge as well as the place where it can be obtained quickly and without charge. ²

⁶ The third party mandated to establish a Fairness Opinion Must be particularly qualified and independent of the offeror, the offeror company and the persons acting in concert with them.

(art. 132, para. 1 and 3, LIMF) ¹

¹ The report indicates the intentions of each shareholder holding more than 3 % of the voting rights, if these intentions are known to the board of directors.

² The report shall indicate, where appropriate, which defensive measures the offeror company intends to take or has already taken and which decisions have been taken by the General Assembly pursuant to Art. 132, para. 2, LIMF. ²

³ With the agreement of the committee, certain information may be omitted if the legal review body of the offeror certifies that manifestly overriding social interests justify this omission and that it describes those interests.

(art. 132, para. 1 and 3, LIMF) ¹

¹ The report specifies whether certain members of the Board of Directors or senior management have a conflict of interest.

² In particular, it indicates whether certain members of the Board of Directors:

A.

Have specific agreements or relationships with the offeror;

B.

Were appointed on the proposal of the offeror;

C.

Must be reelected by the Offeror;

D.

Are organs or employees of the offeror or of a company that maintains important business relationships with the offeror;

E.

Carry out their mandate according to the instructions of the offeror.

³ The report also indicates the consequences of the offer for each of the members of the board of directors and senior management, in particular with regard to the compensation due in the event of the continuation or abandonment of their activity.

⁴ In the event of conflicts of interest, the report indicates which measures the company concerned has taken to prevent them from taking up the addressees of the offer.

¹ The report may be published in the prospectus.

² If the report is not published in the prospectus, the company shall publish the report no later than the fifteenth day of exchange following the publication of the prospectus.

³ Art. 6 and 7 apply.

⁴ The s. 1 and 2 also apply to the publication of supplements to the report.

(art. 132, para. 1 and 3, LIMF)

¹ Further to the report of the Board of Directors (complement) is published after any modification of the offer. This complement may be brief.

² The supplement may be published with the amended offer.

³ If the supplement is not published with the amended offer, the company shall publish it on or before the eighth day following the publication of the amended offer.

⁴ Art. 6 and 7 apply.

(art. 132, para. 2 and 3, LIMF) ¹

As soon as an offer is published, the offeror company shall notify the Commission in advance of any defence measures it intends to take.

(art. 132, para. 2, LIMF) ¹

¹ The assets and liabilities of the corporation also include off-balance-sheet assets and liabilities, including those resulting from contracts involving significant liabilities or risks.

² In particular, the company concerned acts unlawfully when, in the absence of a decision by the general meeting:

A.

It sells or acquires heritage values for a value or at a price representing more than 10 % of the total balance sheet or which contributes more than 10 % to profitability (on the basis of the latest annual or intermediate accounts, if applicable) Consolidated);

B.

It sells or engages parts of the undertaking or intangible values that constitute the main purpose of the tender and indicated as such by the offeror;

C.

It concludes with the directors or senior management of contracts providing for unusual compensation for their departure;

D.

It issues shares on the basis of the authorised capital, without the preferential rights of subscription of shareholders, where the decision of the general meeting creating the authorised capital does not expressly provide for the issue of shares in the event that the company Be the subject of a public takeover bid. The same rule applies to the issuance of bonds with the right of conversion or option on the basis of conditional capital without the priority right of subscription of the shareholders;

E. ²

It purchases or sells its own shares, securities issued by the corporation whose securities are offered in exchange, or derivatives thereof;

F.

It issues or constitutes rights relating to the acquisition of its own equity, including conversion or option rights.

³ The transactions referred to in para. 2, let. E and f, are allowed when:

A.

Are part of an employee participation program, or

B.

Follow up on the exercise of derivatives that were contracted before the publication of the offer. ³

(art. 132, para. 3, let. B, LIMF)

Defence measures that clearly violate company law are inadmissible under s. 132, para. 3, let. B, LIMF.

(art. 134, para. 1 and 2, LIMF)

¹ Upon publication of the offer and until the end of the additional period, each party to the proceedings shall declare to the committee and to the advertising body of the relevant shareholdings:

A.

All transactions that it carries out on the corporation's equity interest and the related equity derivatives; and

B.

In the case of a public exchange offer, also all transactions on the securities offered in exchange and on the related derivatives of interest.

² The same declarations are the responsibility of any person who acts in conjunction with the offeror (art. 11).

(art. 134, para. 1 to 3 and 5, LIMF)

Also subject to the obligation to declare:

A.

Any person who directly or indirectly holds at least 3 % of the voting rights, whether exercisable or not, of the offeror corporation or of the corporation whose securities are offered in exchange;

B.

Any person who meets or exceeds the 3 % percentage mentioned in the letter. A consequence of the fact that it acts in concert with third parties within the meaning of s. 12 OIMF-FINMA ² .

(art. 134 LIMP)

Art. 10 to 19 OIMF-FINMA ² Shall apply by analogy to the obligation to declare under this Chapter.

(art. 134, para. 5, LIMF)

The declaration is established on a daily basis and contains the following particulars for each transaction:

A.

Its purpose (title of participation or derivative of participation, described in accordance with s. 22 OIMF-FINMA ² );

B.

Its nature (acquisition, disposal, loan of securities and similar operations, exercise of equity derivatives, etc.);

C.

The price;

D.

Time;

E.

Where applicable, whether it is carried out on a stock exchange or off-stock, and the identity of the trader;

F.

The type and number of equity or equity derivatives held by the registrant at the end of the day and the voting rights they confer.

(art. 134, para. 5, LIMF) ¹

The declarations must be sent to the committee and to the advertising body of the relevant shareholdings no later than 12 hours on the exchange day following the transaction.

(art. 131, let. C, and 134 LIMF) ¹

The Commission publishes the transactions announced on its website.

(art. 130 and 131, let. C, LIMF)

¹ On the first day of the award following the deadline for the offer, the offeror publishes the interim announcement of the intermediate outcome, determined in as accurate a manner as possible. It shall communicate this announcement to the publicity body of the relevant shareholdings of the stock exchange.

² No later than the fourth day of exchange following the expiry of the offer, the Offeror shall publish the final announcement of the intermediate result.

³ The announcement of the intermediate outcome indicates:

A.

The number of equity offered to the offeror as part of the offer, in terms of numbers and percentage of the shares in the offering (success rate);

B.

The aggregate position of the offeror at the time of the offer (voting rights, exercisable or not, and capital), as a percentage of all the shares of the offeror corporation (participation rate).

⁴ These indications are provided for each equity category and each equity derivative covered by the offer, as well as for the total capital.

⁵ Art. 6 and 7 apply to the publication of the intermediate result.

(art. 130 and 131, let. C, LIMF) ¹

If the offer is conditional, the final announcement of the intermediate result and the final result indicate whether the condition (s) is fulfilled.

(art. 130, para. 2, and 131, let. C, LIMF) ¹

¹ If the offer is successful, the advertisement informs on the right to accept the offer for an additional ten-day period (Art. 14, para. 5).

² The additional ten-day period of the award is limited to the publication of the final announcement of the intermediate outcome.

(art. 130 and 131, let. C, LIMF) ¹

¹ The publication of the final result after the expiry of the additional period indicates:

A.

The overall position of the offeror (voting rights, exercisable or not, and capital), as a percentage of all the shares of the offeror corporation (participation rate); and

B.

The number of holdings of each class that it holds.

² Art. 6, 7 and 44 apply to the surplus. ²

(art. 133 LIMF) ¹

¹ If there are several offers, the last offer is referred to as a "competitor offer" and the previous offer is referred to as "initial offer".

² Except as provided in this Chapter, the competing offer shall be subject to all the rules applicable to takeover bids.

³ Where the minimum price provisions are applicable to the competing offer, the stock exchange within the meaning of s. 135, para. 2, LIMF is the average price based on the weighting of the trading volumes of the 60-day stock exchange before: ²

A.

Publication of the preliminary announcement of the initial offer; or

B.

The publication of the prospectus of the initial offer, if no advance notice has been published.

⁴ The recipients of the offers must be free of their choice, regardless of the order of publication of the various offers.

⁵ The total length of the process should not be unduly prolonged. For this purpose, the committee may, in particular, impose a maximum duration on the tenders in the presence and reduce the time limits during which they may be amended.

(art. 133 LIMF) ¹

¹ The offeror company must respect the equality of treatment between offerors; in particular, it must provide all the same information.

² Inequality of treatment of offerors is permissible only with the prior agreement of the commission, where the offeror company demonstrates the existence of a preponderant social interest.

(art. 133 LIMF) ¹

¹ A competing offer may be published by means of a preliminary announcement or prospectus on or before the last day of the initial offer.

² If the competing offer is the subject of a preliminary announcement, the prospectus must be published no later than five days. The Commission may extend this period for fair reasons.

^2bis Art. 6 and 7 apply. ²

³ The competing offer is open for as long as the initial offer, but at least 10 trading days.

(art. 133 LIMF) ¹

¹ If the competing offer falls after the initial offer, the maturity of the initial offer is extended to the end of the competing offer. Conversely, if the initial offer falls after the competing offer, it is extended right up to the end of the initial offer.

² When a competing offer is published, recipients can revoke their acceptance of the initial offer until maturity.

³ The initial offer may be amended under the conditions of s. 52. The initial offer and the competing offer can only be extended with the prior agreement of the committee.

(art. 133 LIMF) ¹

¹ An offer may be amended no later than the fifth day of the award before its expiry, possibly extended under s. 51, para. 1.

² The modification of an offer is subject to all other rules applicable to the publication of an offer.

³ The amended offer is open in principle for ten days. It can only be extended with the prior agreement of the committee.

(art. 131, let. A, LIMF) ¹

¹ Where a person publicly indicates that they are considering the possibility of submitting a public offer of acquisition (offering potential), the Commission may require that person, within a time limit fixed by the person:

A.

To make an offer on the offeror corporation; or

B.

Publicly declare that, for a period of six months, it will not present such an offer nor will it acquire an interest triggering the obligation to submit an offer.

² The Commission shall, in advance, hear the potential offeror and the company concerned.

³ It may release the potential offeror of the obligation referred to in para. 1, let. B, in particular where a third party submits an offer on the offeror company.

⁴ To the extent that the consequences are favourable to the addressees, a subsequent offer made by the potential offeror is considered to be announced at the time of the communication referred to in para. 1 when the potential offeror:

A.

Does not comply with the obligation imposed by the Commission in accordance with para. 1;

B.

Does not comply with the statement it made in accordance with para. 1, let. B.

(art. 126, para. 1 and 5, and 131, let. G, LIMF) ¹

¹ The decisions of the committee shall be taken by a delegation. It is composed in principle of three members. She acts on behalf of the committee.

² The chairman of the committee shall appoint the delegation and appoint the chairman of the delegation and possibly his replacement. The chairman of the committee or the chairman of the delegation may appoint one or two alternate members.

³ The delegation shall take the decisions in the procedure before it.

⁴ The Delegation may, at any time, consult the Committee on specific problems.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

¹ The committee has a permanent secretariat.

² The secretariat prepares the affairs of the committee, formulates proposals and implements its decisions. It corresponds directly with the parties involved, the third parties and the authorities.

³ The Commission may entrust other tasks to the secretariat.

⁴ The secretariat may provide information on the interpretation of the LIMF and procurement orders when interested persons: ²

A.

Have a sufficiently detailed statement of fact; and

B.

Demonstrate the existence of a legitimate interest in obtaining this information.

⁵ The information provided by the secretariat is not binding on the Commission.

(art. 126, para. 1 and 5, 131, let. G and 139 , Al. 2 and 3, LIMF) ¹

¹ The offeror, the persons acting in concert with him (art. 11) and the offeror company are parties to the proceedings.

² In the case of a plurality of offers, each offeror is a party to the procedure.

³ A shareholder who proves to hold at least 3 % of the voting rights, whether exercisable or not, of the offeror corporation (qualified shareholder) obtains the quality of party when: ²

A.

In fact the application to the Commission in accordance with s. 57; or

B.

Form an opposition in accordance with s. 58.

⁴ Participation in the sense of para. 3 must be held:

A.

In the procedures relating to the examination of supply (Art. 59 and 60), from the publication of the preliminary announcement or, failing that, from the publication of the prospectus;

B.

In all other proceedings (s. 61), upon publication of the first decision. ³

(art. 139, para. 3, LIMF) ¹

¹ The request of a qualified shareholder to obtain the quality of a party must be received by the Commission during the five-day period of the award:

A.

After the publication of the prospectus of the offer or, if the offer is the subject of a first decision of the committee published before the prospectus, after the publication of that decision, or

B.

In all other proceedings (s. 61), after the publication of the first decision of the Committee. ²

^1bis The publication on the Commission's website is decisive for the computation of time limits. ³

² Proof of the applicant's participation must be attached to the request.

³ The Commission may, at any time, require the renewal of evidence that the shareholder still holds at least 3 % of the voting rights, whether exercisable or not, of the offeror corporation. ⁴

⁴ The quality of the part remains for all subsequent decisions in relation to the offer concerned as long as participation within the meaning of Art. 56, para. 3, subss.

(art. 126, para. 1 and 5, and 131, let. G, LIMF) ¹

¹ A qualified shareholder who has not participated in the proceedings may lodge an objection with the Commission:

A.

Against the first decision of the Commission on an offer, within five days of the award following publication of that decision;

B.

In all other proceedings (s. 61), within five days of the award following publication of the decision. ²

² A qualified shareholder who requested the quality of the party in good time, but could not be heard before a decision is made, may file an opposition against this decision within five days of the award following publication.

³ The opposition shall be admissible if it contains a conclusion, a summary statement of reasons and proof of the participation of the author in accordance with Art. 56, para. 3 and 4.

⁴ If the opposition is admissible, the committee makes a new decision after hearing the parties.

(art. 126, para. 1 and 5, and 131, let. G, LIMF) ¹

¹ The Offeror may submit to the Commission the draft of a preliminary announcement or a prospectus for review prior to its publication.

² The Commission shall open a procedure and invite the offeror company to take a position. After hearing the parties, the committee makes a decision and publishes it on its website.

(art. 126, para. 1 and 5, and 131, let. G, LIMF) ¹

¹ If the preliminary announcement or the prospectus is published without having been subject to a preliminary examination, the committee shall open a procedure and invite the parties to take a position.

² After hearing the parties, the committee makes a decision and publishes it on its website.

(art. 131 let. G, and 136, para. 1, LIMF; art. 41 OIMF-FINMA ² )

¹ In all other proceedings, in particular where the Commission has before it a request or an ex officio examination of an obligation to submit an offer or the granting of specific derogations, the committee shall open a procedure and invite the parties to the proceedings. Table a position.

^1bis Before the decision is made, the offeror company may file a position taken by its board of directors which it wishes to publish at the same time as the decision of the committee.

² The Commission makes a decision and publishes it on its website.

³ The company shall publish:

A.

Where appropriate, the taking of the position of its board of directors (taking position);

B.

The operative part of the Commission's decision, and

C.

The time limit and the conditions under which a qualified shareholder may lodge an opposition against the decision of the Commission.

⁴ Art. 6 and 7 apply to the publication.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

¹ Each person may communicate to the Commission a relevant state of affairs in relation to the law of takeover bids.

² The Commission acknowledges receipt of the denunciation.

³ The informant does not have the quality of a party.

(art. 126, para. 1 and 5, 131, let. G and 139 , Al. 4 and 5, LIMF) ¹

¹ The procedure is simple and takes account of the short deadlines in which decisions are made.

² In principle, the procedure is written.

³ The delegation or the chairman of the committee shall inform the parties of the proceedings.

⁴ The chairman of the committee or the chairman of the delegation may summon the parties and the supervisory body of the offer at a meeting. A record of the sitting is drawn up. It is sent to the participants.

⁵ Art. 139, para. 5, LIMF, and 8 OIMF-FINMA ² Apply to the exchange of entries. ³

⁶ The statutory provisions on public holidays do not apply.

⁷ The deliberations of the Commission and its delegations shall not be open to the public or to the parties.

(art. 126, para. 1 and 5, and 131 let. G, LIMF) ¹

The committee and its employees are bound by the secrecy of the job.

(art. 126, para. 1 and 5, and 131, let. G, LIMF) ¹

¹ The Commission publishes its practice.

² If necessary, it may publish circulars, communications and position papers.

(art. 126, para. 1 and 5, and 131 let. G, LIMF) ¹

¹ The working languages of the Commission are French, German, Italian and English.

² The decisions shall be in an official language, in principle the one spoken at the Swiss seat of the offeror company.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

¹ Art. 9 OIMF-FINMA ² Applies to the computation of time limits. ³

² A time limit shall be respected if the required act is carried out on the last day of the period before 24 hours, Swiss time.

(art. 140 , LIMF)

The decisions of the Commission may be appealed to the Federal Financial Market Supervisory Authority (FINMA) pursuant to s. 140 LIMF.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

The Commission shall issue its Rules of Procedure and submit it for approval to FINMA.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

The Commission's order of 21 July 1997 on takeover bids ² Is repealed.

(art. 126, para. 1, and 131, let. G, LIMF) ¹

This order shall enter into force on 1 ^Er January 2009.