(art. 120, para. 1 and 3, and 123, para. 1, LIMF)

¹ The obligation to declare falls to the economic rights holders of shares in the sense of s. 120, para. 1, LIMF. It is considered to have economic law which controls the voting rights arising from participation and which bears the economic risk of participation.

² Art. 120, para. 3, LIMF applies if voting rights are not directly or indirectly exercised by economic right. It is subject to the obligation to declare any person who is free to exercise the right to vote. Any person who directly or indirectly dominates a legal entity shall be entitled to exercise the right to vote freely.

³ There is no obligation to declare:

A.

When a threshold, declared because it is reached, is then increased without the next threshold being met or crossed;

B.

When a threshold, declared because it has reached or exceeded the threshold, is again declining without the next threshold being met or crossed;

C.

When a threshold is temporarily reached or crossed, down or up, on a trading day.

(art. 120, para. 5, and 123, para. 1, LIMF)

Is an indirect acquisition or disposal of an interest:

A.

Acquisition and disposal through a third party acting legally on its own behalf, but on behalf of the economic right;

B.

Acquisition and disposition by corporations that are dominated directly or indirectly;

C.

The acquisition and disposition of a dominant, direct or indirect interest in a corporation that itself, directly or indirectly, holds shares.

(art. 120, para. 1, 121 and 123, para. 1, LIMF)

¹ Any person who accords his conduct with that of third parties, by contract, by other measures taken in an organized manner or by law, to acquire or dispose of shares or exercise voting rights shall be deemed to act in concert with A third party or an organized group.

² It is not necessary to declare an acquisition or alienation between persons related to each other having declared their overall participation.

³ Changes in the circle of these people and the type of consultation or group must be declared.

(art. 120, para. 1, 3 and 4, and 123, para. 1, LIMF)

¹ The obligation to declare within the meaning of s. 120, para. 1, LIMF is born at the time of incorporation of the right to acquire or dispose of securities (conclusion of the contract), irrespective of whether this right is subject to condition. Demonstrating its intention, without legal obligation, to acquire or dispose of equity securities does not create an obligation.

² The birth of the obligation to declare at the time of the conclusion of the contract in accordance with para. 1 and a discrepancy between the quality of the economic right and the exercise of the related voting rights do not trigger a separate obligation to declare according to Art. 120, para. 3, LIMF, neither for the purchaser nor for the seller.

³ Where a threshold is reached or crossed, up or down, as a result of an increase, reduction or restructuring of the social capital, the obligation to declare arises on the date of publication of the event in the sheet Swiss trade official for companies in Switzerland. The obligation to declare companies having their registered office abroad and whose titles are listed as principal in Switzerland, partly or wholly, is born on the date of publication after art. 115, para. 3, OIMF.

(art. 120, para. 1 and 3, and 123, para. 1, LIMF)

¹ Any person who reaches a threshold or the franchit, upwards or downwards, in either of the following positions or in both must determine the size separately and independently of each other, and then declare them simultaneously:

A.

Acquisition positions:

1.

Shares and shares similar to an action and voting rights under s. 120, para. 3, CLEAR,

2.

Rights of exchange and acquisition (art. 15, para. 2, let. (a),

3.

Disposal rights issued (s. 15, para. 2, let. (b),

4.

Other equity derivatives (s. 15, para. 2);

B.

Disposal positions:

1.

Disposal rights (s. 15, para. 2, let. (a),

2.

Exchange and acquisition rights issued (s. 15, para. 2, let. (b),

3.

Other equity derivatives (s. 15, para. 2).

² The positions to be declared are calculated, for the companies in Switzerland, on the basis of all the voting rights recorded in the register of trade. For companies located abroad, the calculation of the positions to be reported is based on the publication defined in Art. 115, para. 3, OIMF.

(art. 120, para. 1, 4 and 5, and 123, para. 1, LIMF)

¹ Equity derivatives within the meaning of this order are instruments whose value derives, at least in part, from the value or evolution of the value of company securities under s. 120, para. 1, LIMF.

² Must be reported:

A.

The acquisition or disposition of exchange or acquisition rights (in particular procurement options), as well as disposal rights (in particular, options for sale) that provide or allow for in-kind execution;

B.

The issuance of exchange or acquisition rights (in particular, purchase options), as well as disposal rights (in particular, options for sale), which provide or allow for in-kind execution;

C.

Derivatives of participation which provide for or allow for the execution in cash as well as other futures contracts with such settlement as Contracts for Difference, Financial F U Tures .

³ The derivatives of interests declared pursuant to para. 2 must be re-declared if, as a result of their exercise or non-exercise, the participation reaches the threshold defined by s. 120, para. 1, LIMF or the franchit, up or down.

(art. 120, para. 1 and 4 , And 123, para. 1, LIMF)

¹ An obligation to declare also exists in particular when one of the thresholds defined by Art. 120, para. 1, LIMF is reached or crossed upwards or downwards:

A.

Because a corporation increases, reduces or restructures its capital;

B.

Because a corporation acquires or disposals of its own shares;

C.

Because equity securities are bought or sold for internal collective portfolios of banks within the meaning of s. 4 of the Act of 23 June 2006 on the collective investment of capital (CCPC) ¹ ;

D.

By voting rights only in respect of acquisition positions under s. 14, para. 1, paragraph a, c. 1, whether the shareholder is entitled to use it or not, irrespective of the fact that all the voting rights take account of the derivatives of participation within the meaning of s. 15 reaches, exceeds or falls below a threshold;

E.

Because of a transfer of equity under the Act or a judicial or administrative decision.

² Changes to the information according to Art. 22, para. 1, let. D and e, 2, let. C, d and f, and 3 create a new obligation to declare.

(art. 120, para. 1, and 123, para. 1, LIMF)

¹ Loans and similar transactions, such as the disposition of securities with a repurchase obligation (securities repurchase) or transfers as security with transfer of ownership, must be reported.

² The obligation to declare lies solely with the Contracting Party which, in the course of such operations, temporarily holds the securities:

A.

In the case of securities lending, the borrower;

B.

In the case of a transaction with a redemption obligation, the purchaser;

C.

In the case of assignment as security, the beneficiary of the guarantee.

³ At the end of the operation, as soon as a threshold according to Art. 120, para. 1, LIMF is reached or passed down, the party held for restitution under para. 2 must declare again.

⁴ Loan transactions and buyback operations are exempt from reporting when they are performed in a standardized manner through trading platforms and are intended to manage Cash.

(art. 120, para. 1, 121, and 123, para. 1, LIMF)

¹ Holders of an authorization (s. 13, para. 2, let. A to d, CCPC and s. 15 in relation to art. 120, para. 1, CCPC) are required to declare within the meaning of s. 120, para. 1, LIMF shares of group investments authorized under the CCPC ¹ .

² The following rules apply to the obligation to report:

A.

Where several collective capital investments depend on the same authorisation holder, the authorisation holder declares them in a comprehensive manner and also declares individually each collective investment of capital, the participation of which reaches a threshold or The franchise, upward or downward;

B.

The funds divisions of the same group do not have the obligation to consolidate their holdings with those of the group;

C.

The management of the fund declares the variable-capital investment corporations (SICAVs) to be managed externally;

D.

Each compartment of an open collective investment divided into compartments constitutes a collective investment of capital within the meaning of para. 1.

³ In the case of collective investments of foreign capital not authorized for distribution that do not depend on a group, the obligations to report under s. 120, para. 1, LIMF must be satisfied by the management of the fund or company. L' al. 2 applies to the obligation to report.

⁴ In the case of collective investments of foreign capital not authorized for distribution that depend on a group, the obligations to report under s. 120, para. 1, LIMF is filled by the group.

⁵ The independence of the management of the fund or society includes:

A.

Personal independence: The persons of the management of the fund or of the company controlling the exercise of the voting rights act independently of the parent company of the group and other companies that it dominates;

B.

Organizational independence: Through its organizational structures, the group guarantees:

1.

That the parent company of the group and the other companies it dominates do not intervene in the form of directives or otherwise in the exercise of the voting rights by the management of the fund or the corporation, and

2.

That no information that may affect the exercise of voting rights is exchanged or circulates between the management of the fund or the corporation and the parent company of the group or other corporations that it dominates.

⁶ In the cases provided for in para. 3, the group shall submit the following documents to the proceeding for the advertising of the relevant shareholdings:

A.

A nominative list of all branches of funds or corporations;

B.

A declaration stating that the conditions of independence under paras. 3 and 5 are met and met.

⁷ The group shall announce to the proceeding for the publicity of the relevant shareholdings any amendment to the list according to para. 6, let. A.

⁸ In the cases provided for in para. 3, the proceedings for the advertising of the competent entries may at any time request other documents certifying that the conditions of independence are fulfilled and complied with.

⁹ No indication of investor identity is required.

(art. 123, para. 2, LIMF)

¹ Banks and dealers in securities under the LBVM can, in any event, in the calculation of acquisition positions (s. 14, para. 1, let. (a) and disposal positions (s. 14, para. 1, let. (b) do not take into account equity or participation derivatives:

A.

Held in their trading position, provided that the percentage of voting rights does not reach 5 %;

B.

Held in connection with loans of securities, transfers as security or securities repurchase, provided that the percentage of voting rights does not reach 5 %;

C.

Held for the sole purpose of clearing or settlement of transactions and for a maximum period of two days.

² The calculation within the meaning of para. 1 is only permitted if there is no intention to exercise the voting rights for such interests, or to influence in another way the management of the affairs of the issuer, and that the total share of the voting rights does not exceed 10 % of the total Voting rights.

³ Equity securities for internal collective portfolios of banks within the meaning of s. 4 of the Act of 23 June 2006 on the collective investment of capital (CCPC) ¹ Must be added to securities held by the bank or securities dealer for its own account.

(art. 123, para. 1, LIMF)

¹ As from the publication of the preliminary announcement of the public offer of acquisition or the prospectus relating to this offer (offering prospectus) until the expiry of the additional period, the following persons shall be subject only to the obligations of Declaration issued by the Commission on takeover bids on the basis of Art. 134, para. 5, LIMF:

A.

Offeror;

B.

Persons acting in concert with or in the form of an organized group;

C.

Persons under s. 134, para. 1, LIMF which, directly, indirectly or in concert with third parties, holds a stake of at least 3 % of the voting rights, whether or not exercised, of the offeror company, or, where applicable, another company whose securities are offered In exchange;

D.

Persons designated by the Commission for Public Offerings under s. 134, para. 3, LIMF.

² The facts to be reported that occurred during the public bidding process must be reported at the end of the additional time, in accordance with the provisions of this order.

³ The s. 1 and 2 do not apply to the redemption of equity.

(art. 123, para. 1 and 3, LIMF)

¹ Requests for a prior decision on whether or not to declare an obligation to declare must be addressed to the body for the advertising of the relevant shareholdings sufficiently early before the proposed transaction.

² The forum for the advertising of the relevant shareholdings may exceptionally enter in the matter of applications relating to operations already carried out.

(art. 123, para. 1, LIMF)

¹ The declaration contains the following indications:

A.

The percentage of voting rights, the type and number of all shares or derivatives of interest within the meaning of s. 15 held by the persons concerned and the voting rights they confer; when the participation falls below the threshold of 3 %, it is sufficient to declare that the threshold is crossed, without indicating the percentage of voting rights;

B.

The facts that trigger the obligation to report, such as:

1.

Acquisition,

2.

Disposal,

3.

Delegation of voting rights for a free exercise (art. 120, para. 3, LIMF),

4.

The exercise or non-exercise of equity derivatives within the meaning of s. 15,

5.

Securities lending and similar transactions under s. 17,

6.

Changing the capital of the corporation,

7.

The decisions of the courts or authorities,

8.

The formation of an organized group,

9.

Changing the circle of people within a group, or

10.

Modification of reported information;

C.

The date of birth of the obligation to report;

D.

The date of the transfer of the equity, if it does not coincide with the date of birth of the obligation to report;

E.

The name, first name and domicile or business and the registered office of the purchaser or the person concerned.

² In the cases listed below, the particulars provided for in para. In particular, 1 must be completed as follows:

A.

In the cases provided for in Art. 120, para. 3, LIMF: in the declaration of the person authorized to exercise freely the right to vote, the percentage of voting rights covered by the right of exercise;

B.

In relation to actions in concert with third parties or groups organised according to Art. 12: the additional indications provided for in Art. 121 LIMF and art. 12, para. 3 of this order;

C.

As regards derivatives of participation in accordance with Art. 15 which have an international securities identification code (ISIN): the code in question;

D.

As regards derivatives of participation in accordance with Art. 15 which do not have an ISIN, the particulars of the essential characteristics, in particular:

1.

The identity of the issuer,

2.

The underlying,

3.

The conditions of exercise,

4.

The exercise price,

5.

The duration of the exercise,

6.

The type of exercise;

E.

In the case of collective investments of capital under s. 18, para. 3: the indication that the conditions of art. 18, para. 4, are completed;

F.

In relation to the legal acts provided for in Art. 17:

1.

The percentage of voting rights, the type and quantity of equity or equity derivatives within the meaning of s. 15 that have been transferred and the voting rights they confer,

2.

The qualification of the legal act,

3.

The date agreed for the return, or, if a right of option has been granted to that effect, the indication that that right falls to the Contracting Party subject to the obligation to declare in accordance with Art. 17, para. 2, or the other party.

³ For indirect acquisition or disposal (art. 11), the declaration contains complete information concerning both the acquirer or the direct alienator and the economic right.

(art. 123, para. 1, LIMF)

In each declaration, it is appropriate to communicate to the body for the advertising of the interests and to the company an interlocutor, as well as his name, first name, address, telephone number and e-mail address.

(art. 123, para. 1, LIMF)

¹ The declaration must be received within four days following the birth of the obligation to declare to the company and the body for the advertising of the relevant shareholdings. The instance for the advertising of interests makes available the declaration forms.

² In the case of acquisition by succession, the period according to para. 1 is 20 days of bursary.

³ The corporation must publish the return within two days of receipt.

⁴ In the event of an operation involving its own securities, the company must, within a period of four days after the birth of the obligation to report, make the declaration at the instance for the advertising of the holdings And publication.

(art. 123, para. 1, and 124 LIMF)

¹ The corporation publishes the declaration under s. 22 on an electronic publication platform operated by the forum for the advertising of the relevant shareholdings. It must refer to the previous publication of the same person who is required to report.

² Once a company omits a publication or makes an erroneous or incomplete publication, the proceedings for the advertising of the holdings may immediately publish the prescribed information and charge the company with the costs resulting from the This suppletive measure. They may make public the reasons for this substitute measure. The company must have been informed in advance.

(art. 123, para. 1 and 2, and 124 LIMF)

¹ Exemptions or concessions concerning the obligation to declare or publish may be granted for just cause, in particular for the following operations:

A.

Short-term operations;

B.

Transactions that are not related to any intention to exercise the right to vote, or

C.

Operations that are subject to conditions.

² Requests for exemption or relief should be directed to the proceeding for the advertising of the relevant participating interests sufficiently early before the proposed transaction.

³ The forum for the advertising of the relevant shareholdings does not deal with applications relating to operations which have already been carried out only if exceptional circumstances justify it.

(art. 123 and 124 LIMF)

¹ The grants are awarded to a specific body (an instance for the advertising of holdings) responsible for monitoring the obligation to declare and publish. This proceeding also deals with applications for prior decisions (s. 21) and exemption or relief (s. 26).

² If the institution of such an institution is disproportionate, that mission may be entrusted to another award; the agreement governing such collaboration must be submitted to FINMA for approval.

³ The authorities for the advertising of holdings regularly inform the public of their practice. They may issue communications and regulations and publish, by appropriate means, the information necessary to achieve the objectives of the law. The recommendations should, as a rule, be published in an anonymous form.

⁴ The proceedings for the advertising of interests may request a fair compensation for the performance of the tasks entrusted to them by FINMA and for the processing of applications. Tariffs are subject to the approval of FINMA.

(art. 123 and 124 LIMF)

¹ Requests for prior decisions (Art. 21) and requests for relief or relief (s. 26) shall contain a statement of facts and conclusions and shall be reasoned. The statement of facts shall be based on relevant documents and shall contain all the information required under Art. 22.

² The instance for the advertising of holdings makes recommendations to the address of the applicant; the applicant must be substantiated and communicated also to FINMA.

³ The instance for the advertising of holdings may address its recommendations to the company. The essential interests of the applicant, in particular the trade secret, are reserved.

⁴ FINMA makes a decision:

A.

If it intends to rule on the case itself;

B.

The applicant rejects or fails to comply with the recommendation, or

C.

If the instance for the advertising of holdings requests it to make a decision.

⁵ If FINMA intends to act on its own, it shall declare it within five days of the award.

⁶ If a recommendation is rejected, the applicant must motivate the applicant within five days of the award to FINMA. On request, the Commission may extend this period.

⁷ In cases under para. 4, FINMA shall immediately initiate proceedings and shall inform the proceedings of the proceedings for the publicity of the entries and the parties concerned. At the same time, she asked this body to submit her files to her.

(art. 8, 31 and 123, para. 1, LIMF)

FINMA may order the proceedings for the advertising of holdings to carry out investigations.

(art. 135, para. 4, LIMF)

In addition to s. 135 LIMF and the following provisions, the mandatory offer is subject to s. 125 to 134, 136 to 141, 152 and 163 LIMF and to the implementing provisions of the Federal Council and the Commission on Public Procurement.

(art. 135, para. 1 and 4, LIMF)

Any person who acquires, directly or indirectly, securities of participation and thus exceeds the statutory or statutory threshold within the meaning of s. 135, para. 1, LIMF (threshold) is required to submit an offer.

(art. 135, para. 1 and 4, LIMF)

Art. 120, para. 5, LIMF and art. 11 of this order shall apply mutatis mutandis to the indirect acquisition of the interests of the offeror company subject to compulsory tender.

(art. 135, para. 1 and 4, and 136, para. 2, LIMF)

Art. 12, para. 1 applies to persons who acquire, in concert or in an organised group, for the purpose of controlling it, interests of the offeror company subject to compulsory tender.

(art. 135, para. 1 and 4, LIMF)

¹ The threshold is calculated on the basis of all the voting rights recorded in the trade register.

² Account must be taken of the total number of shares of which the recipient owns or otherwise provides a right to vote, whether or not he or she is entitled to use it.

³ Voting rights, the exercise of which depends on proxies conferred exclusively for the purpose of representation at a general meeting, are excluded from the calculation.

(art. 135, para. 1 and 4, LIMF)

¹ The mandatory offer must cover all the listed holdings of the listed company.

² It must also relate to equity securities that are newly created through participation derivatives, where the voting rights are exercised prior to the expiry of the additional period within the meaning of s. 130, para. 2, LIMF.

(art. 135, para. 4, 136, para. 2, and 163 LIMF)

Where a previous economic right of the shares was held under the transitional provision of s. 163 LIMF, to present an offer for all participating securities when the 50 % threshold for voting rights is exceeded, this obligation passes to the person who acquires a stake between 33,000 and 50 % of the voting rights when it Is exempt from submitting an offer under s. 136, para. 2, LIMF.

(art. 135, para. 4, LIMF)

Whoever held, before 1 ^Er January 1998, 50 % or more of the voting rights of a corporation and subsequently reduced its participation to less than 50 % of the voting rights, is required to make an offer under s. 135 LIMF, if it exceeds this threshold again.

(art. 135, para. 1 and 4, and 136, para. 2, LIMF)

¹ The mandatory offer must be unconditional, with the right reasons.

² In particular, there are fair grounds in the following cases:

A.

Authorization of an authority is required for the acquisition;

B.

The participating securities that are the subject of the offer do not confer the right to vote, or

C.

The offeror requires that the economic substance of the offeror corporation, designated in practice, is not altered.

(art. 135, para. 1 and 4, LIMF)

¹ The mandatory offer must be submitted within two months after the threshold is exceeded.

² The Public Procurement Commission may grant an extension of this period for fair reasons.

(art. 135, para. 4, and 136 LIMF)

¹ There is no obligation to submit an offer in the following cases:

A.

In a remediation operation, the threshold above the threshold is a direct result of the capital reduction followed by its immediate increase to absorb a loss;

B.

Banks or traders, either alone or in the form of a trade union, take firm shares in a program and undertake to resell the number of equity securities exceeding the threshold within three months of being exceeded, if That resale actually takes place within the time limit.

² Anyone who claims an exemption within the meaning of s. 1 or s. 136, para. 2, LIMF is to announce it to the Public Procurement Commission. The latter opens an administrative procedure in the five trading days when it has reason to believe that the conditions of para. 1 are not satisfied.

³ The Public Offerings Commission may, on reasonable grounds, extend the period referred to in para. 1, let. B.

(art. 135 and 136, para. 1, LIMF)

¹ In the cases provided for in Art. 136, para. 1, LIMF and in other justified cases, a person who is required to submit an offer may be released from that obligation on fair grounds.

² In particular, the following cases constitute other justified cases within the meaning of Art. 136, para. 1, LIMF:

A.

The recipient cannot control the corporation, in particular because another person or group has a higher percentage of voting rights;

B.

A member of an organized group within the meaning of s. 136, para. 1, let. A, LIMF also exceeds the individual threshold;

C.

The prior acquisition took place indirectly (art. 32), provided that such acquisition is not one of the main purposes of the transaction and that the interests of the shareholders of the offeror corporation are not affected.

³ The granting of a derogation may be subject to conditions; in particular, the acquirer may be required to impose certain obligations.

⁴ The conditions set out in para. 3 passes to the respondent who acquires an interest of more than 33,000 per cent, even though it is exempt from filing an offer under s. 136, para. 2, LIMF.

(art. 135, para. 2 to 4, LIMF)

¹ The price of the offer must be the minimum on the stock exchange for each category of equity.

² The stock exchange within the meaning of s. 135, para. 2, let. A, LIMF is the average price of trading on the stock exchange of the 60-day stock exchange preceding the publication of the prior, volume-weighted offer or advertisement.

³ The specific events that occurred during this period, which significantly influence the course, such as dividend payments or capital transactions, are not included in the calculation. In its report, the supervisory body according to Art. 128, para. 1, LIMF attests to the correctness of the corrections and sets out the basis for calculation.

⁴ If the listed shareholdings are not liquid prior to the publication of the offer or the preliminary announcement, the supervisory body shall carry out an assessment of the undertaking. The report describes the methods and bases for evaluation and justifies whether and to what extent it is necessary to refer to the stock price or the value of the enterprise when determining the minimum price.

(art. 135, para. 2 to 4, LIMF)

¹ The price of pre-acquisition within the meaning of s. 135, para. 2, let. B, LIMF is the highest price paid by the recipient for the shares of the offeror during the twelve months preceding the publication of the offer or advance notice.

² It is calculated separately for each category of equity. The reasonable relationship between the prices of several classes of shares within the meaning of s. 135, para. 3, LIMF is determined on the basis of the highest price paid for a share in respect of its face value.

³ The price of the securities of the target company acquired in exchange for securities at the time of acquisition is calculated on the basis of their value at the time of the exchange.

⁴ Where, in addition to the principal benefits, the purchaser or the alienator provides other important benefits at the time of the prior acquisition, such as the grant of guarantees or benefits in kind, the price of the prior acquisition shall be corrected from Amount equal to the value of these benefits.

⁵ In its report, the supervisory body (Art. 128 LIMF) verifies the value assigned to equity securities in accordance with para. 3, certify that the correction referred to in para. 4 is adequate and presents the calculations.

(art. 135, para. 2 to 4, LIMF)

¹ Where the prior acquisition has been indirect, within the meaning of s. 32 in relation to art. 11, let. C, the offeror must indicate in the prospectus of the offer the share of the price paid that corresponds to the shares of the offeror company.

² The calculation of this share must be verified by a monitoring body.

(art. 135, para. 2 to 4, LIMF)

¹ The price of the offer may be paid in cash or in exchange of securities.

² The Offeror may offer payment in exchange of securities only in parallel to a proposal for full payment in cash.

(art. 135, para. 2 to 4, LIMF)

Art. 42, para. 2 to 4 applies to determine the price of the securities offered in exchange.

(art. 135, para. 2 to 4, LIMF)

In special cases, the Public Procurement Commission may, for fair reasons, grant exemptions to the provisions of this section (Art. 40 to 44).