¹ The merger of companies may result in:

A.

The recovery of one company by another (merger by absorption);

B.

From their meeting to a new company (combination).

² The merger results in the dissolution of the transferring company and its cancellation of the commercial register.

¹ Capital companies may merge:

A.

With capital corporations;

B.

With cooperative societies;

C.

As a reinterested company, with partnerships and limited partnerships;

D.

As stakeholders, with associations registered in the trade register.

² Partnerships and limited partnerships may merge:

A.

With partnerships and limited partnerships;

B.

As transferring companies, with capital corporations;

C.

As transferring companies, with cooperative corporations.

³ Cooperative societies may merge:

A.

With cooperative societies;

B.

With capital corporations;

C.

As a reinterested company, with partnerships and limited partnerships;

D.

As stakeholders, with associations registered in the trade register;

E.

If they do not have social capital, as transferring companies, with associations registered in the trade register.

⁴ Associations can merge with associations. Associations registered in the trade register may also merge:

A.

As transferring companies, with capital corporations;

B.

As transferring corporations, with cooperative corporations;

C.

As a reinterested company, with cooperative societies without social capital.

¹ A corporation in liquidation may participate in a merger as a transferring corporation if the distribution of the assets has not yet begun.

² The senior management or administrative body shall submit to the Office of the Trade Register an attestation that the condition laid down in para. 1 is completed.

¹ A company, of which half of the sum of the capital stock or of the social capital and legal reserves is no longer covered, or which is over-indebted, may merge with another company only if the latter has freely available capital Available equivalent to the amount of the overdraft and, where applicable, over-indebtedness. This requirement does not apply to the extent that creditors of the companies participating in the merger agree to have their debt placed below that of all other claims.

² The senior management or administrative body shall submit to the Office of the Trade Register an attestation by a certified review expert that the condition laid down in para. 1 is completed. ¹

¹ The partners of the transferring company are entitled to social shares or to the rights of the societariat of the reprising society which correspond to their previous social shares or rights of social partners, taking account of the heritage of the companies which Mergers, distribution of voting rights and all other relevant circumstances.

² In determining the exchange of shares ratio, a relief may be provided; it shall not exceed one tenth of the actual value of the social shares allocated.

³ Non-social partners are entitled to at least one social share when their company is taken over by a capital company.

⁴ The reprising company must allocate equivalent social shares or shares with the right to vote to the non-voting shareholders of the transferring company.

⁵ The reprising company must allocate equivalent rights or pay appropriate compensation to the partners of the transferring company who hold special rights attached to the social shares or the rights of the societariat.

⁶ The reprising company must allocate equivalent rights to the holders of the right holders of the transferring company, or redeem their right of enjoyment at their real value at the time of the conclusion of the merger agreement.

¹ The merging companies may provide in the merger contract that the partners may choose between the social shares or the rights of the company and compensation.

² The merging companies may also provide in the merger agreement that only compensation will be paid.

¹ In the case of merger by absorption, the reprising company must increase its capital to the extent that the maintenance of the rights of the partners of the transferring company requires it.

² Provisions of the Code of Obligations (CO) ¹ Concerning contributions in kind and art. 651, para. 2, CO does not apply to mergers.

Provisions of the Civil Code (CC) ¹ And CO ² On the foundation of a corporation apply to the foundation of a new corporation in the context of a combination of amalgamation. The provisions concerning the number of founders of capital companies and the provisions concerning contributions in kind shall not apply.

¹ The merging companies must establish an interim balance sheet if the balance sheet date is more than six months earlier than the date of the conclusion of the merger agreement or if significant changes have occurred in their assets Since the closing of the last balance sheet.

² The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:

A.

There is no need for a new real inventory;

B.

Appraisals on the last balance sheet are only modified on the basis of sign movements; amortization, value corrections and interim provisions, as well as significant changes in the value not shown in Entries must, however, be considered.

¹ The merger contract shall be concluded by the senior management or administrative bodies of the merging companies.

² It must be in writing and must be approved by the general assemblies or, failing that, by the partners of the merging companies (art. 18).

¹ The merge contract contains:

A.

The name or reason of trade, the registered office and the legal form of the merging companies and, in the case of a merger by combination, the name or trade name, the seat and the legal form of the new company;

B.

The exchange ratio of the social shares and, where appropriate, the amount of relief or indications on the societariat of the partners of the transferring company in the reprising society;

C.

The rights that the reprising company assigns to holders of special rights, social shares without the right to vote or good enjoyment;

D.

Arrangements for the exchange of social shares;

E.

The date on which the social shares or the rights of the public are entitled to participate in the profit resulting from the balance sheet, as well as all the special arrangements relating to that right;

F.

Where applicable, the amount of compensation referred to in s. 8;

G.

The date on which the acts of the transferring company are considered to be performed on behalf of the reprising company;

H.

Any particular benefit assigned to members of a management or administrative body or to the managing partners;

I.

Where appropriate, the designation of partners indefinitely responsible.

² L' al. 1, let. C to f, does not apply in the case of mergers between associations.

¹ The senior management or administrative bodies of the merging companies shall draw up a written report on the merger. They may also jointly draft the report.

² Small and medium-sized enterprises may waive the establishment of a merger report with the approval of all partners.

³ The report must explain and justify the legal and economic point of view:

A.

The purpose and consequences of the merger;

B.

The merger agreement;

C.

The social share exchange ratio and, where applicable, the amount of relief, or the societariat of the partners of the transferring company in the reprising society;

D.

Where applicable, the amount of the compensation and the reasons for which only compensation is awarded instead of social shares or social rights;

E.

The particularities of the valuation of social shares in relation to the determination of the exchange ratio;

F.

Where applicable, the amount of the capital increase of the reprising company;

G.

Where applicable, the obligation to make additional payments, the obligation to provide other personal benefits and the personal liability resulting from the merger for the members of the transferring company;

H.

In the case of a merger between companies of different legal forms, the obligations that may be imposed on the partners in the new legal form;

I.

The impact of the merger on the workers of the merging companies, as well as indications of the content of a possible social plan;

J.

The impact of the merger on the creditors of the merging companies;

K.

Where appropriate, indications of administrative authorisations issued or in the process of being issued.

⁴ In the case of a merger by combination, the draft statutes of the new company must be annexed to the merger report.

⁵ This provision shall not apply in the case of mergers between associations.

¹ The merging companies must have the merger contract verified, the merger report and the balance sheet on which the merger is based by an approved auditor if the reprising company is a capital company or a cooperative corporation with Social shares. They may refer to a common reviewer. ¹

² Small and medium-sized enterprises may opt out of the audit subject to the approval of all partners.

³ The merging companies provide all relevant information and documents to the reviewer. ²

⁴ The review panel shall set out in a written revision report: ³

A.

Whether the expected increase in the capital of the reprising company is sufficient to guarantee the continuation of the rights of the members of the transferring company;

B.

Whether the social share exchange ratio or compensation is sustainable;

C.

According to which method the exchange ratio has been determined and why the method applied is adequate;

D.

The relative importance, if any, of the different methods used to determine the exchange ratio;

E.

In assessing the social shares in relation to the determination of the exchange ratio, attention had to be paid.

¹ Each of the merging companies gives the partners the opportunity to consult the following documents of all the merging companies during the 30 days preceding the decision:

A.

The merger agreement;

B.

The merger report;

C.

The revision report;

D.

The annual accounts and annual reports of the last three years and, where appropriate, the interim balance sheet.

² Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.

³ Partners may require corporations to merge copies of the documents listed in s. 1. These are available free of charge.

⁴ Each of the merging companies shall inform the partners in an appropriate manner of their opportunity to exercise their right of consultation.

¹ If significant changes in the assets or liabilities of one of the merging companies come between the conclusion of the merger agreement and the decision of the general meeting, the senior management or administrative body of The company shall inform the senior management or administrative bodies of the other merging companies.

² The senior management or administrative bodies of all the merging companies shall consider whether the merger contract should be amended or whether the merger should be renounced; if so, they shall withdraw the proposal for approval of the merger. Merger agreement. Otherwise, they shall present to the General Assembly the reasons why the merger contract should not be adapted.

¹ For capital corporations, cooperative corporations and associations, the senior executive or administrative body must submit the merger agreement to the general meeting for approval. The following majorities are required: ¹

A.

For public limited companies and joint stock limited partnerships, at least two-thirds of the votes allocated to the shares represented at the general meeting and the absolute majority of the nominal values of the shares represented;

B.

For a corporation that is taken over by a cooperative corporation, the approval of all shareholders or, in the case of a limited liability company, of all partners;

C. ²

For limited liability companies, at least two-thirds of the votes represented at the general meeting and the absolute majority of the social capital for which the right to vote may be exercised;

D.

For cooperative societies, at least two thirds of the votes cast or, in the case of an introduction or extension of an obligation to make additional payments, an obligation to provide other personal benefits or liability At least three-quarters of all cooperants;

E.

For associations, at least three-quarters of the members present at the general meeting.

² For partnerships and limited partnerships, the merger contract must be approved by all partners. However, the company contract may provide that three-quarters of all partners' approval is sufficient.

³ The take-over of another corporation by a stock-limited partnership requires, in addition to the majorities set out in para. 1, let. A, the written approval of all partners indefinitely responsible.

⁴ If an obligation to make additional payments or to provide other personal benefits is introduced following the takeover of an anonymous company or a limited partnership by a limited liability company, The approval of the shareholders concerned is required.

⁵ If the merger contract only provides for compensation, the merger decision must obtain the approval of at least 90 % of the members of the transferring company who have the right to vote.

⁶ If it results from the merger a change in the purpose of the company for the partners of the transferring company and if, by virtue of legal or statutory provisions, a different majority than the one provided for the decision to merge is required for the The approval of the merger decision must satisfy these two majorities.

¹ The members of the association are free to leave the association within two months of the merger decision.

² The exit takes effect retroactively to the date of the merger decision.

¹ The merger decision shall be the subject of an authentic act.

² This provision shall not apply to the merger of associations.

¹ Once the merger decision has been taken by all the merging companies, their senior management or administrative bodies require the merger to be entered in the commercial register.

² If the corporation is to increase its capital due to the amalgamation, the amended articles and the findings required in respect of the capital increase (s. 652 G CO ¹ ) Are also submitted to the Office of the Trade Register.

³ The transferring company is deregistered from the commercial register by the recording of the merger.

⁴ This provision shall not apply to associations which are not registered in the Register of Trade.

¹ The merger shall have effect as soon as it is entered in the trade register. On that date, all the assets and liabilities of the transferring company are transferred from the law to the reprising company. Art. 34 of the Cartel Act of 6 October 1995 ¹ Is reserved.

2 The merger of associations which are not registered in the register of trade shall have effect once the merger decision has been taken by all the associations.

¹ Capital companies may merge under simplified conditions:

A.

If the holding company holds all the voting shares of the transferring capital company;

B.

If a subject, a natural person or a group of persons based on a contract or on the law holds all the social shares conferring the right to vote of the capital corporations that merge.

² If the holding company does not hold the whole, but at least 90 %, of the social shares conferring voting rights of the transferring capital company, the merger may be subject to simplified conditions:

A.

If the holders of minority shares are offered compensation, in addition to the social shares of the company, within the meaning of s. 8 which corresponds to the real value of social shares, and

B.

If it does not result from the merger an obligation to make additional payments, an obligation to provide other personal benefits or a personal liability for the holders of minority shares.

¹ Capital corporations that amalgamate and meet the conditions set out in s. 23, para. 1, shall only include in the contract of merger the particulars provided for in Art. 13, para. 1, let. A and f to i. They must not prepare a merger report (s. 14), nor have the merger contract verified (Art. 15), nor grant the right of consultation (Art. 16), nor subject the merger contract to the approval of the General Assembly (s. 18).

² Capital corporations that amalgamate and meet the conditions set out in s. 23, para. 2, shall only include in the contract of merger the particulars provided for in Art. 13, para. 1, let. A, b and f to i. They must not prepare a merger report (s. 14), nor subject the merger contract to the approval of the General Assembly (Art. 18). The right of consultation provided for in s. 16 shall be granted at least 30 days before the requisition for the recording of the merger in the register of commerce.

¹ The reprising company guarantees the claims of the creditors of the merging companies if they so require within the period of three months from the date on which the merger deploys its effects.

² The merging companies shall inform their creditors of their rights by a triple publication in the Swiss Official Gazette of Commerce. They may waive this publication if a certified review expert certifies that all known or expected claims can be executed by means of the available capital of the merging companies. ¹

³ The obligation to provide security is extinguished if the corporation proves that the merger does not affect the performance of the debt.

⁴ The company required to provide security may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.

¹ The partners of the transferring company that met its debts prior to the merger continue to respond to debts arising prior to the publication of the merger decision or the cause of which is earlier than that date.

² The claims arising from the personal liability of the partners for the debts of the transferring company shall be prescribed no later than three years from the date on which the merger deploys its effects. If the claim becomes due only after the publication of the merger decision, the requirement shall run as soon as possible. The limitation of personal liability does not apply to partners who also bear personal responsibility for the debts of the reprising company.

³ For bonds and other bonds issued publicly, liability remains until repayment, unless otherwise disposed of by the prospectus. The provisions concerning the community of creditors in borrowings by bonds within the meaning of s are reserved. 1157 and following CO ¹ .

¹ The transfer of work reports to the reprising society is governed by s. 333 CO ¹ .

² The workers of the merging companies may, in accordance with Art. 25, require the guarantee of claims arising from the contract of employment which become due up to the date on which the work reports could normally end or end if the worker objects to the transfer.

³ The partners of the transferring company that met its debts prior to the merger continue to account for debts arising from the contract of employment that become due up to the date on which the work reports could normally be Terminate or terminate if the worker objects to the transfer.

¹ Consultation of the representation of workers is governed, both for the transferring company and for the reprising society, by art. 333 A CO ¹ .

² The consultation takes place prior to the decision under s. 18. The executive or administrative body shall inform the general meeting of the outcome of the consultation at the time of the decision.

³ If the provisions of paras. 1 and 2 are not complied with, the representation of workers may require the judge to prohibit the recording of the merger in the register of commerce.

⁴ This provision shall also apply to reprising companies whose registered office is abroad.

The division of a corporation may result in:

A.

The division of the whole of its assets and the transfer of its shares to other companies; its partners receive social shares or the rights of the societariat of the stakeholders; the transferring company is dissolved and A deregistered trade register (division);

B.

The transfer of one or more shares of its heritage to other companies; its partners receive social shares or the rights of the societariat of the shareholders (separation).

Capital corporations and cooperative corporations may split into capital corporations and cooperative corporations.

¹ In the event of a split, the social shares and the rights of the company shall be maintained in accordance with Art. 7.

² The partners of the transferring company may be assigned:

A.

Social shares or corporate rights of all companies participating in the division that are proportional to their previous participation (symmetric division);

B.

Social shares or social rights of some or all companies involved in the division that are not proportional to their previous participation (asymmetric split).

If the transferring company reduces its capital by reason of separation, s. 733, 734, 788, para. 2, and 874, para. 2, CO ¹ Are not applicable.

¹ The reprising company increases its capital to the extent that the maintenance of the rights of the partners of the transferring company requires it.

² The provisions of the CO ¹ Concerning contributions in kind and art. 651, para. 2, CO does not apply to divisions.

The provisions of the CO ¹ In respect of the foundation of a corporation, apply to the foundation of a new corporation in a split. The provisions concerning the number of founders of capital companies and contributions in kind are not applicable.

¹ The companies participating in the split shall establish an interim balance sheet if the balance sheet date is more than six months before the date of the conclusion of the contract of division or the establishment of the spin-off project, or if Significant changes have occurred in their heritage since the close of the last balance sheet.

² The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:

A.

There is no need for a new real inventory;

B.

Appraisals on the last balance sheet are only modified on the basis of sign movements; amortization, value corrections and interim provisions, as well as significant changes in the value not shown in The entries are, however, taken into account.

¹ If a company transfers ownership of its assets to existing companies, the executive or administrative bodies of the companies participating in the division shall enter into a contract of division.

² If a company intends to transfer the shares of its assets to companies that are to be incorporated, the executive or administrative body shall establish a plan for the division.

³ The contract or the proposed split shall be in writing and shall be subject to the approval of the General Assembly (Art. 43).

The contract or split project contains:

A.

The trade reason, the seat and the legal form of the companies participating in the division;

B.

An inventory containing the clear identification, sharing and allocation of assets, assets and liabilities, as well as the allocation of business fractions; buildings, securities and intangible values are mentioned Individually;

C.

The exchange ratio of the social shares and, where appropriate, the amount of relief or indications on the societariat of the partners of the transferring company in the reprising society;

D.

The rights that the reprising company assigns to holders of special rights, social shares without the right to vote or good enjoyment;

E.

Arrangements for the exchange of social shares;

F.

The date on which the social shares or the rights of the public are entitled to participate in the profit resulting from the balance sheet and all the special arrangements relating to that right;

G.

The date on which the acts of the transferring company are considered to be performed on behalf of the reprising company;

H.

Any particular benefit assigned to members of a management or administrative body or to the managing partners;

I.

A list of the work reports that were transferred due to the split.

¹ Objects of the active heritage which cannot be attributed on the basis of the contract or the split project:

A.

Belong, in the case of division, to co-ownership of all the reinterested companies, in proportion to their net capital under the contract or the project of division;

B.

Remain, in the case of separation, within the transferring company.

² L' al. 1 applies mutatis mutandis to claims and immaterial rights.

³ Companies participating in a division are jointly and severally liable for debts which cannot be attributed on the basis of the contract or the split project.

¹ The senior management or administrative bodies of the companies participating in the split shall draw up a written report on the division. They may also jointly draft the report.

² Small and medium-sized enterprises may waive the establishment of a split report subject to the approval of all partners.

³ The report explains and justifies the legal and economic point of view:

A.

The purpose and consequences of the split;

B.

The contract or the proposed split;

C.

The social share exchange ratio and, where applicable, the amount of relief or the societariat of the partners of the transferring company in the reprising society;

D.

The particularities of the valuation of social shares in relation to the determination of the exchange ratio;

E.

Where applicable, the obligation to make additional payments, the obligation to provide other personal benefits and the personal liability resulting from the split for the partners;

F.

In the case of a division involving companies of different legal forms, the obligations that may be imposed on the partners in the new legal form;

G.

The impact of the split on the workers of the companies involved in the division, as well as indications on the content of a possible social plan;

H.

The impact of the spin-off on the creditors of the participating companies.

⁴ In the case of the establishment of a new company in the context of a split, the draft statutes of the new company shall be annexed to the split report.

Art. 15 shall apply by analogy to the verification of the contract or the split project and the split report.

¹ Each of the companies participating in the split gives the partners the opportunity, during the two months preceding the decision, to consult the following documents of all the companies involved in the split:

A.

The contract or the proposed split;

B.

The split report;

C.

The revision report;

D.

The annual accounts and annual reports of the last three years and, where appropriate, the interim balance sheet.

² Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.

³ Partners may require companies involved in the division of copies of the documents listed in para. 1. These are available free of charge.

⁴ Each of the companies participating in the split announces the possibility of exercising the right of consultation through a publication in the Swiss Trade Leaf.

Art. 17 applies mutatis mutandis to information on changes in heritage.

¹ The senior management or administrative bodies of the companies participating in the division may not subject the contract or the draft division to the approval of the general meeting until after the security rights have been provided in accordance with Art. 46.

² The majorities required for art. 18, para. 1, 3, 4 and 6, are applicable to decision-making.

³ In the case of an asymmetrical split, the approval of at least 90 % of the partners of the transferring company having the right to vote is required.

The decision to split is the subject of an authentic act.

The creditors of all companies participating in the split are informed by a triple publication in the Swiss Official Gazette of Commerce that they may require security rights if they file their claims.

¹ Companies participating in the split guarantee the claims if the creditors so require within the two-month period from the publication of the notice to creditors.

² The obligation to provide security is extinguished if the company proves that the division does not compromise the execution of the debt.

³ The company required to provide security may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.

¹ The other companies participating in the split (liability companies in the alternative) are jointly and severally liable to the creditors who have not been disinterested by the company to which the debts were awarded under the contract of Split or split project (lead company).

² Subsidiary companies may be sought only if the claim has not been secured and the company responsible as the principal:

A.

Was declared bankrupt;

B.

Obtained a reprieve or an adjournment of the bankruptcy;

C.

Has been the subject of proceedings leading to the issuance of a final act of default;

D.

Transferred its headquarters abroad and can no longer be sought in Switzerland;

E.

Has transferred its headquarters from one foreign state to another, thereby substantially impeing the exercise of the creditor's right.

Art. 26 applies by analogy to the personal liability of the partners.

¹ The transfer of work reports is governed by s. 333 CO ¹ .

² The workers of the companies participating in the division may, in accordance with Art. 46, require the guarantee of claims arising from the contract of employment which become due up to the date on which the work reports could normally end or end if the worker objects to the transfer.

³ Art. 27, para. 3, shall apply mutatis mutandis.

Art. 28 applies to the consultation of workers' representation.

¹ Once the split decision has been taken, the senior management or administrative body shall require the registration of the split in the register of commerce.

² If the transferring company reduces its capital by reason of the separation, the amended statutes are also submitted to the Office of the Trade Register.

³ In the case of division, the transferring company shall be deregistered from the register of commerce by the recording of the division.

The division deploys its effects as soon as it is entered in the trade register. On that date, all the assets and liabilities listed in the inventory are transferred from the law to the restakeholders. Art. 34 of the Cartel Act of 6 October 1995 ¹ Is reserved.

A society may change its legal form (transformation). It does not change its legal relations.

¹ A capital company can transform itself:

A.

A different legal capital corporation;

B.

In a cooperative society.

² A collective name society can transform itself:

A.

In a capital company;

B.

In a cooperative corporation;

C.

In a limited partnership.

³ A limited partnership can transform itself:

A.

In a capital company;

B.

In a cooperative corporation;

C.

In a partnership.

⁴ A co-operative society can transform itself:

A.

In a capital company;

B.

If it does not have a social capital, in an association which will be entered in the register of commerce.

⁵ An association may, if it is registered in the commercial register, become a capital company or a cooperative corporation.

¹ A partnership may be converted into a limited partnership by:

A.

The entry of a limited partner into the partnership;

B.

The acquisition of the sponsor's quality by an associate.

² A limited partnership may be converted into a partnership by:

A.

The exit of all the sponsors;

B.

The acquisition of the quality of associates held indefinitely by all the sponsors.

³ Continuation of the business of a partnership or limited partnership in the form of an individual undertaking within the meaning of s. 579 CO ¹ Is reserved.

⁴ The provisions of this Chapter shall not apply to the conversion provided for in this Article.

¹ The social shares and the social rights of the partners are maintained during the transformation.

² Non-social partners are entitled to at least one social share when converting their company into a capital company.

³ The company allocates equal shares or social shares with the right to vote to holders of social shares without the right to vote.

⁴ The company allocates equivalent rights or pays adequate compensation to associates with special rights attached to social shares or to the rights of the public.

⁵ The corporation allocates equivalent rights to the holders of the right of tenure, or redeems their right of enjoyment to their actual value at the time the transformation project is established.

In case of transformation, the provisions of the CC ¹ And CO ² Concerning the foundation of a corresponding company shall apply. The provisions concerning the number of founders of capital companies and contributions in kind are not applicable.

¹ The company shall draw up an interim balance sheet if the balance sheet date is more than six months earlier than the date on which the transformation report was drawn up or if there have been significant changes in its heritage since the closure The last balance sheet.

² The establishment of the interim balance sheet shall be governed by the provisions and principles relating to the annual accounts. The following provisions are reserved:

A.

There is no need for a new real inventory;

B.

Appraisals on the last balance sheet are only modified on the basis of sign movements; amortization, value corrections and interim provisions, as well as significant changes in the value not shown in The entries are, however, taken into account.

¹ The senior management or administrative body shall establish a transformation project.

² The proposed transformation shall take the written form and shall be subject to the approval of the General Assembly or, failing that, the partners, in accordance with Art. 64.

The transformation project contains:

A.

The name or trade name, seat and legal form before and after the transformation;

B.

The new statutes;

C.

The number, the species and the value of the shares which will be given to the holders of shares after the transformation, or indications on the societariat of the partners after the transformation.

¹ The senior management or administrative body shall draw up a written report on the transformation.

² Small and medium-sized enterprises may waive the processing of a conversion report with the approval of all partners.

³ The report explains and justifies the legal and economic point of view:

A.

The purpose and consequences of the transformation;

B.

Compliance with the provisions concerning the foundation applicable to the new legal form;

C.

The new statutes;

D.

The social share exchange ratio or the societariat of the partners after the transformation;

E.

Where applicable, the obligation to make additional payments, the obligation to provide other personal benefits and the personal liability resulting from the transformation for the partners;

F.

Obligations that may be imposed on partners in the new legal form.

¹ The company verifies the transformation project, the transformation ratio and the balance sheet on which the transformation is based by a certified reviewer. ¹

² Small and medium-sized enterprises may opt out of the audit subject to the approval of all partners.

³ The company provides all relevant information and documents to the reviewer. ²

⁴ The examiner checks whether the processing conditions are met, in particular if the legal status of the partners is maintained after the transformation. ³

¹ The company gives the partners the opportunity, during the 30 days preceding the decision, to consult the following documents at its headquarters:

A.

The transformation initiative;

B.

The transformation report;

C.

The revision report;

D.

The annual accounts and annual reports of the last three years and, where appropriate, the interim balance sheet.

² Small and medium-sized enterprises may waive the consultation procedure provided for in para. 1 with the approval of all partners.

³ The partners may require copies of the documents listed in para. 1. These must be made available free of charge.

⁴ The company shall inform the partners in an appropriate manner of their opportunity to exercise their right of consultation.

¹ For capital corporations, cooperative corporations and associations, the senior executive or administrative body must submit the proposed transformation to the approval of the general meeting. The following majorities are required: ¹

A.

For public limited-liability companies and limited partnerships, at least two-thirds of the votes allocated to the shares represented at the general meeting and the absolute majority of the nominal values of the shares represented; whether an obligation to do so Additional payments or other personal benefits are introduced following the conversion of the company into a limited liability company, the approval of the shareholders concerned by the company;

B.

If a capital company is transformed into a cooperative corporation, the approval of all partners;

C. ²

For limited liability companies, at least two-thirds of the votes cast at the general meeting and the absolute majority of the social capital for which the right to vote may be exercised;

D.

For cooperative societies, at least two thirds of the votes cast, or, in the case of an introduction or extension of an obligation to make additional payments, an obligation to provide other personal benefits or liability At least three-quarters of all cooperants;

E.

For associations, at least three-quarters of the members present at the general meeting.

² For partnerships and limited partnerships, the conversion project is subject to the approval of all partners. However, the company contract may provide that three-quarters of all partners' approval is sufficient.

The transformation decision is the subject of an authentic act.

The senior management or administrative body shall require registration of the transformation in the trade register.

The effect of processing is as soon as it is entered in the trade register.

¹ Art. 26 applies by analogy to the personal liability of the partners.

² Art. 27, para. 3, applies mutatis mutandis to liability for debts resulting from employment contracts.

¹ Individual companies and businesses registered in the Register of Commerce, Group Investment Limited Partnerships and Variable Capital Investment Corporations may transfer all or part of their assets with assets and liabilities To another subject of private law. ¹ Chapter 3 applies if the members of the transferring company receive social shares or social rights of the reprising company.

² The legal and statutory provisions concerning the protection of capital and liquidation are reserved.

¹ The transfer contract shall be concluded by the senior management or administrative bodies of the subjects involved in the transfer.

² The transfer contract is in writing. When real property is transferred, the corresponding parts of the contract are in the authentic form. A single authentic act is sufficient, even when the buildings are located in different cantons. The authentic act shall be established by a public officer at the seat of the transferring subject.

¹ The transfer agreement contains:

A.

The trade reason or name, seat and legal form of the subjects involved in the transfer;

B.

An inventory that clearly identifies the assets and liabilities that are transferred; buildings, valuables, and intangible values must be identified individually;

C.

The total value of the assets and liabilities that are transferred;

D.

Potential counter-pressure;

E.

A list of work reports transferred due to the transfer of assets.

² The transfer of assets is permitted only if the inventory has a surplus of assets.

Active heritage objects and intangible claims and rights that cannot be attributed on the basis of the inventory remain within the transferring subject.

¹ The senior management or administrative body of the transferring subject shall require the recording of the transfer of heritage to the register of commerce.

² The transfer of assets shall have effect as soon as it is entered in the register of trade. On that date, all the assets and liabilities listed in the inventory are transferred by law to the subject matter. Art. 34 of the Cartel Act of 6 October 1995 ¹ Is reserved.

¹ The executive or administrative body of the transferring company shall inform the partners of the transfer of assets in the annex to the annual accounts. If annual accounts are not to be established, the transfer of assets is the subject of information at the next general meeting.

² The annex or information at the general meeting explains and justifies the legal and economic point of view:

A.

The purpose and consequences of the transfer of heritage;

B.

The transfer contract;

C.

The counterbenefit for the transfer;

D.

The impact of the transfer of heritage on workers as well as indications on the content of a possible social plan.

³ The duty of information is extinguished if the transferred assets account for less than 5 % of the total balance sheet of the transferring company.

¹ Former debtors shall remain jointly and severally liable for three years with the new debtor for the performance of the debts arising before the transfer of assets.

² The claims to the transferring subject matter shall be barred by three years from the publication of the transfer of heritage. If the claim becomes due only after that publication, the limitation period shall run from the due date.

³ The subjects involved in the transfer of assets guarantee the claims:

A.

If joint and several liability is extinguished before the end of the three-year period;

B.

Whether creditors make it likely that joint and several liability does not constitute adequate protection.

⁴ Subjects participating in the transfer of assets who are required to provide security rights may, in place and place, execute the receivable to the extent that it does not result in damage to other creditors.

¹ The transfer of work reports to the subject is governed by s. 333 CO ¹ .

² Art. 75 applies to all debts resulting from the contract of employment that become due up to the date on which the work reports could normally terminate or terminate if the worker objects to the transfer.

¹ Consultation of the representation of workers is governed, both for the subject transferring and for the subject embodying, by art. 333 A CO ¹ .

² If the provisions of para. 1 is not complied with, the representation of workers may require the judge to prohibit the recording of the transfer of assets in the register of commerce.

3 This provision shall also apply to repreneural subjects whose registered office is abroad.

¹ Foundations can merge with each other.

² The merger is only permitted if it is objectively justified and, in particular, if it promotes the maintenance and fulfilment of the purpose of the foundation. The possible legal claims of the recipients of the participating foundations must be maintained. Art. 86 CC ¹ Is applicable if a change in purpose is required for the merge.

¹ The merger contract is concluded by the governing bodies of the merging foundations.

² The contract contains:

A.

The name, seat and purpose of the participating foundations, as well as, in the case of a combination, the name, seat and purpose of the new foundation;

B.

Indications on the status, within the stakeholder foundation, of recipients with legal claims;

C.

The date on which the acts of the transferring foundation are considered to be performed on behalf of the reprising foundation.

³ The contract is in writing. For the foundations of the family and the ecclesiastical foundations, it is the subject of an authentic act.

The foundations shall establish a balance sheet and, if the conditions laid down in Art. 11 are fulfilled, an interim balance sheet.

¹ The foundations shall verify the merger contract and the balance sheets by a certified reviewer. ¹

² They provide all the information and documents useful to the reviewer.

³ The reviser shall draw up a report specifying in particular whether the possible legal claims of the addressees are maintained and whether there are known or expected claims which cannot be executed by means of the foundations which Merge.

Before requesting the approval of the supervisory authority, the top organ of the transferring foundation shall inform the addressees who have legal claims of the proposed merger and its effect on their legal status. In the case of family foundations and ecclesiastical foundations, the information takes place before the merger decision.

¹ The senior organs of foundations subject to the supervision of a public law corporation shall require the approval of the merger with the competent supervisory authority. The written request specifies that the conditions of the merger are met. The balance sheets of the foundations audited by the approved reviewer and the revision report shall be attached to the request. ¹

² The competent authority shall be the supervisory authority of the transferring foundation. If there are several transferable foundations, the merger is subject to the approval of the supervisory authority for each foundation.

³ After consideration of the request, the supervisory authority shall render a decision and, in the case of approval, require the recording of the merger in the register of commerce.

⁴ Art. 22, para. 1, is applicable in respect of the legal effects of the merger.

¹ The merger of family foundations and ecclesiastical foundations extends its effects after the merger contract has been approved by the governing bodies of the merging foundations. Art. 83 shall apply by analogy to ecclesiastical foundations which, under public law, are subject to the supervision of a corporation governed by public law.

² Recipients with legal claims as well as the members of the upper body of the Foundation who have not approved the merger decision may, if the conditions are not met, attack it in court within the time limit of three Months from the decision.

¹ The supervisory authority or, in the case of family foundations and ecclesiastical foundations, the top organ of the transferring foundation must, before making its decision or before the merger decision is taken, inform the creditors Foundations that merge with a triple publication in the Swiss Trade Sheet that they may require security rights if they file their claims. Recipients with legal claims may not require security rights.

² The supervisory authority or, in the case of family foundations and ecclesiastical foundations, the senior body of the foundation may waive the publication of a notice to the creditors if the registered reviewer certifies that all known claims or They can be executed by means of the fortunes of the merging foundations. ¹

³ Art. 25 is applicable in the event of notice to creditors.

⁴ Art. 27 and 28 apply to the protection of workers.

¹ Foundations registered in the trade register may transfer all or part of their assets with assets and liabilities to another subject.

² Art. 78, para. 2, shall apply mutatis mutandis. Art. 70 to 72 apply to the transfer contract, s. 75 to 77, to the protection of creditors and workers.

¹ The senior bodies of foundations subject to the supervision of a public law corporation require the approval of the transfer of assets to the competent supervisory authority. The written request must state that the conditions for the transfer of heritage are met.

² The competent authority shall be the supervisory authority of the transferring foundation.

³ After consideration of the request, the supervisory authority shall render a decision. Once the approval decision is in force, it requires the recording of the transfer of assets to the commercial register.

⁴ Art. 73 applies to entry in the register of trade and legal effects.

¹ Pre-need institutions may merge with each other.

² The merger of provident institutions is permitted only if the purpose of foresight and the rights and claims of the insured are maintained.

³ Provisions of the law of foundations (art. 80 ff CC ¹ ) And LPP ² Are reserved.

The foresight institutions that merge shall draw up a balance sheet and, if the conditions laid down in Art. 11 are fulfilled, an interim balance sheet.

¹ The merger contract shall be concluded by the senior management bodies of the foresight institutions that merge.

² The merge contract contains:

A.

The name or reason of trade, the seat and the legal form of the institutions of foresight merging together with, in the case of a merger by combination, the name or trade name, the seat and the legal form of the new institution Foresight;

B.

Indications of the rights and claims of policyholders in the institution of reprising foresight;

C.

The date on which the acts of the transferring provident institution are considered to be carried out on behalf of the institution of reprising foresight.

³ The contract of amalgamation is in writing.

¹ The senior management bodies of the provident institutions shall draw up a written report on the merger. They may also jointly draft the report.

² The report must explain and justify:

A.

The purpose and consequences of the merger;

B.

The merger agreement;

C.

The impact of the merger on the rights and claims of the insured.

¹ The merged foresight institutions shall verify the merger contract, the merger report and the balance sheet by their supervisory body as well as by an approved expert in the field of occupational foresight. They may refer to a common expert.

² The foresight institutions that amalgamate provide all the information and documents useful to those responsible for the audit.

³ The supervisory body and the expert on occupational foresight shall draw up a report in which they specify whether the rights and claims of the insured are maintained.

¹ The competent bodies of the provident institution shall inform the insured persons of the proposed merger and of its repercussions at the latest at the time of the granting of the right of consultation provided for in para. 2. They shall inform the policyholders in an appropriate manner of their opportunity to exercise their right of consultation.

² The merging institutions shall, during the 30 days preceding the request to the supervisory authority, give the insured persons the opportunity to consult the contract and the merger report at their headquarters.

¹ The merger shall be subject to the approval of the senior management body and, in addition, in the case of a cooperative company, to that of the general meeting. Art. 18, para. 1, let. D, applies to the required majorities.

² In the case of public welfare institutions, s. 100, para. 3, is reserved.

¹ The senior management bodies of the pre-need institutions shall require the approval of the merger with the competent supervisory authority.

² The competent authority shall be the supervisory authority of the transferring provident institution.

³ The supervisory authority shall examine whether the conditions of the merger are satisfied and render a decision. It may require additional parts if necessary for the examination of the conditions.

⁴ Once the approval decision is in force, the supervisory authority requires that the merger be entered in the commercial register.

⁵ Art. 22, para. 1, is applicable in respect of legal effects.

¹ The supervisory authority shall inform, before rendering its decision, the creditors of the institutions of foresight which merge with a triple publication in the Swiss Official Trade Sheet, which they may require security rights if they produce Their claims.

² The supervisory authority may waive the publication of a notice to creditors if all known or expected claims can be executed by means of the available wealth of the foresight institutions that merge.

³ In the event of an opinion to the creditors, the creditors may, within two months of the publication in the Swiss Official Gazette of Commerce, require that the institution of foresight provide security. Insured persons may not require security rights.

⁴ The obligation to provide security is extinguished if the institution of foresight proves that the merger does not affect the execution of the debt. Art. 25, para. 4, is applicable. The supervisory authority shall decide in case of dispute.

⁵ Art. 27 and 28 apply to the protection of workers.

¹ Pre-need institutions can be established as foundations. ¹

² The transformation of pre-need institutions is only permitted if the purpose of foresight and the rights and claims of the insured are maintained.

³ Art. 89 to 95 shall apply mutatis mutandis.

¹ Provident institutions may transfer all or part of their assets with assets and liabilities to another institution of foresight or to another subject.

² Art. 88, para. 2, shall apply mutatis mutandis. Art. 70 to 77 are applicable.

³ Any transfer of assets in the framework of a total or partial liquidation requires the approval of the supervisory authority if this is provided for by the right of professional foresight.

The Federal Council shall issue the necessary provisions concerning:

A.

The details of the entry in the register of trade and the supporting documents to be provided;

B.

The terms and conditions of registration in the land registry and supporting documents to be provided.

The collection of cantonal or communal transfer rights is excluded in the case of restructuring within the meaning of Art. 8, para. 3, and 24, para. 3 and 3 ^Cc , of the Federal Act of 14 December 1990 on the harmonisation of the direct taxes of the cantons and municipalities ¹ The emoluments covering the costs incurred shall be reserved.

¹ The subject matter or, in the case of transformation, the subject which changes legal form must, as long as the short period provided for in par. 2 does not apply, to request, from the Office of the Land Registry, the recording of all the amendments resulting from the merger, the division or the conversion within the period of three months from the date on which those Operations deploy their effects.

² The subject matter shall, at the Office of the Land Registry, require the recordal of the transfer of ownership of a building immediately after the date on which the operation deploys its effects if:

A.

In the case of a merger of associations or foundations, the transferring subject is not recorded in the trade register;

B.

The building was transferred to the building by separation;

C.

The building was transferred to the building by heritage transfer.

³ In the cases provided for in para. 2, let. A and b, the transfer of ownership of the buildings to the subject resuming is found in an authentic act as legitimation of the transfer of ownership.

⁴ A public officer who makes an authentic act of finding within the meaning of s. 3 or an authentic act within the meaning of s. 70, para. 2, is entitled to request amendments to the Land Registry Offices in the name of the subject taking up the matter.

¹ If, in the case of a merger, division or transformation, the social shares or the rights of the public are not adequately maintained or if the compensation is not adequate, each partner may require, within the two-month period to As from the publication of the decision to merge, split or transform, which the court fixes an adequate relief. Art. 7, para. 2, does not apply to the fixation of relief.

² The judgment has effect on all members of the participating subjects as long as they have the same legal status as the applicant.

³ The costs of the proceedings shall be borne by the subject. If justified by particular circumstances, the judge may charge all or part of the costs to the applicant.

⁴ The action requesting examination of the maintenance of social shares or of the rights of the public does not affect the validity of the decision to merge, split or transform.

¹ If the provisions of this Law are not complied with, the members of the participating subjects who have not approved the decision of the merger, division or transformation may, within the period of two months from the date of the Publication in the Swiss Trade Leaf. If publication is not required, the time limit shall be from the date of the decision.

² The partners can also attack the decision if it has been taken by the senior management or administrative body.

¹ If an irregularity can be remedied, the judge shall give the subjects concerned a period of time to do so.

² If the irregularity has not been remedied within the time limit, or if it cannot be remedied, the judge shall cancel the decision and order the necessary measures.