Legal persons governed by the Swiss Civil Code ¹ (associations, art. 60 to 79; foundations, art. 80 to 89 ² ) And the code of obligations ³ (Anonymous companies, s. 620 to 763; joint stock limited partnerships, s. 764 to 771; limited liability companies, s. 772 to 827; Cooperative Societies, s. 828 to 926), hereinafter referred to as private legal persons,

Corporations and institutions of public law with an economic purpose, hereinafter referred to as legal persons under public law,

Commercial companies without legal personality, subject to the code of obligations (partnerships, art. 552 to 593; limited partnerships, s. 594 to 619), hereinafter referred to as partnerships,

And individual reasons,

Who wish to protect their property, rights and interests in times of international conflict, may decide to transfer their headquarters

A.

In a place chosen by them in Switzerland or abroad;

B.

In the locality where the Swiss constitutional government, in Switzerland or abroad, will sit.

Both possibilities can be combined.

¹ Legal persons under private or public law, partnerships and individual reasons may decide to transfer their seats according to Art. 1, notwithstanding any contrary provisions of the law, of their statutes, regulations or contracts of society.

² The transfer of seats may be decided at any time.

A.

If it is a legal person governed by private or public law, by its supreme administrative body (board of directors, board of directors, directors, board of trustees or others), by a simple majority of the members present, or by agents Designated by the supreme administrative body;

B.

If it is a partnership, by the associates indefinitely responsible and having the power of representation, by a simple majority of the members present.

³ If the decision is taken in Switzerland, it must be ascertained by an authentic act, if it is taken abroad, the observation of the forms provided for by the law of the place where the decision is taken may suffice. The same rules should be observed for the delegation of the powers of the supreme administrative body to special representatives.

⁴ Approval of the decision by the supervisory authorities of the foundations and the holders of an authorisation within the meaning of the financial markets laws, in accordance with Art. 1, para. 1, of the Act of 22 June 2007 on the supervision of financial markets ¹ (financial market laws) is not necessary. ²

¹ Legal persons under private or public law, partnerships and individual reasons may decide at any time, provided that their supreme administrative body is in a territory which is not occupied by the enemy, Re-transferring their seats to a place of election in Switzerland or abroad even where an earlier decision has already produced its effects under s. 10. This new decision is subject to the same provisions as the previous decision.

² The decision on the transfer of a seat may, subject to the observation of the same provisions as those of which it has been taken, be abolished at any time before the day on which the transfer of the seat produces its effects under Art. 10.

¹ The decision to transfer the seat to a place chosen in Switzerland shall be announced for the purpose of registration, as soon as it has been taken, to the cantonal Office of the Trade Register of the place where the seat elected is located. As soon as the transfer produces its effects, the legal person of private or public law, the partnership or the individual reason is recorded in that register.

² The decision to transfer the seat to a location selected abroad must be announced, as soon as it has been taken, to the Federal Office of the Trade Register. The latter shall record the legal person of private or public law, the partnership, or the individual reason in a special register, which shall be made public only when the decision to transfer the seat produces its effects. A copy of these entries shall be transmitted to the competent Swiss diplomatic or consular representative on the basis of the elected place where the seat will be transferred.

³ The decision to transfer the seat to the seat of the Constitutional Swiss Government shall be announced to the Federal Office of the Commercial Register, which shall proceed to the entries in the manner indicated in the preceding paragraph.

⁴ Decisions amending or abolishing an earlier decision on the transfer of a seat shall, if possible, be announced to the offices of the relevant trade register on the basis of the earlier decision and the new decision.

⁵ From the day on which the transfer of a registered office has its effect under s. 10, the Special Register is an integral part of the Swiss Trade Register. The entries therein shall be authentic, unless evidence of their inaccuracy is made.

⁶ If it is not possible to inform the Federal Trade Register Office of the decision to transfer the seat to a location selected abroad, this decision may be announced directly to the competent Swiss diplomatic or consular representation Because of the elected place where the seat will be transferred.

¹ The Federal Office of the Commercial Register shall indicate to the Federal Administration of Contributions and the cantonal administrations of the relevant taxes the legal persons under private or public law, the partnerships and the individual reasons Entered in the special register in accordance with Art. 4.

² The Federal Administration of Contributions and the cantonal administrations of the relevant taxes may require that legal persons of private or public law, partnerships and the individual reasons recorded in the register The Special Rapporteur provides security rights in respect of taxes owing, even before they have expired or fixed by a decision in force. In the case of partnerships that are not considered to be subjects of tax law, the application for security rights is directed against those members who are personally liable for taxes.

³ The application for security rights must indicate the amount to be guaranteed; it is immediately enforceable and assimilated to a judgment within the meaning of s. 80 of the Federal Act of April 11, 1889 on the Prosecution of Debts and Bankruptcy ¹ . ... ² . ³

⁴ The application for security is treated as an order of receiver under s. 274 of the Federal Act of 11 April 1889 on the prosecution of debts and the bankruptcy. The receiver shall be operated by the competent prosecution office on the basis of a duplicate of the application for security. The challenge of the receiver's case under s. 279 of the Federal Act of 11 April 1889 on the prosecution of debts and the bankruptcy is not admissible.

⁵ Other means of guarantee provided for in the cantonal law are reserved.

The announcement of the decision on the transfer of a seat shall be governed by the provisions of the common law, subject to the following reservations:

A.

The application must be made in writing;

B.

Persons who are competent to apply for registration may act by representatives with written power of attorney;

C.

The application for registration may be made by two indefinitely responsible partners who have the power to represent a partnership; if the partnership has only one, its signature is sufficient;

D.

The application must refer to persons who, after the transfer of a seat, have the power to represent the legal person under private or public law, the partnership or the individual reason. Any changes to these representatives shall be announced to the competent Office of the Trade Register;

E.

The commercial or social signature may be replaced by a facsimile. The legalization of signatures is not necessary;

F.

Where special circumstances justify an exception, requests for entry to the Federal Office of the Trade Register may be accepted, even though they are not signed in accordance with the legal requirements Or that all documents required for production cannot be produced.

¹ Legal persons under private or public law, partnerships and individual reasons must attach to their application a shipment of the decision to transfer the registered office in the prescribed form to s. 2, para. 3.

² Legal persons under private or public law must also attach to their application two certified copies of their statutes (possibly law or other constituent instrument) in force at the time of application for registration.

³ Legal persons under private or public law, partnerships and individual reasons recorded in the trade register shall, in addition, attach an extract from the register of trade of the cantonal Office relating to the state of the Register at the time of application.

The entries in the registers prescribed by this Decree shall give rise to the levying of emoluments which shall be fixed by the Federal Department of Justice and Police.

¹ Private or public legal entities, partnerships and individual reasons that have made use of the faculties provided for in s. 1 shall communicate for the purposes of registration, to the Office of the Trade Register to which the decision on the transfer of a seat has been announced, any changes that have occurred in the facts, or any new facts which, according to the common law, must Be registered.

² The application for such amendments or additions shall be accompanied by an extract from the register of commerce in the case of a legal person under private or public law, a partnership or an individual reason which was Already registered in the Trade Register; in the case of a statutory amendment, two legalized copies of the revised articles must be attached to the application.

³ As soon as the transfer of headquarters abroad has its effect, the Swiss diplomatic or consular representation of the district in which the new seat is located shall have jurisdiction to proceed with the recording of the amendments or additions. To that effect, it shall establish a register of special trade, in accordance with the instructions given to it by the Federal Office of the Register of Trade, and may issue extracts thereof which shall be authentic to the facts which they note, unless the evidence of Their inaccuracy is not made.

¹ The Federal Council shall determine by further order the date on which the transfer of the seat produces its effects.

² If the Federal Council is no longer in a position to exercise freely the powers conferred upon it by the current constitution, the effects of the transfer of seats will occur in full right.

³ Legal persons governed by private or public law, partnerships and individual reasons who have decided to transfer their headquarters to a place chosen by them as well as to the place where the Swiss constitutional government will sit Have their headquarters in the latter locality. If the Swiss constitutional government is unable to sit in Switzerland or abroad, the transfer to the place chosen by them will produce its effects.

¹ From the day on which the transfer of the registered office has its effect, pursuant to Art. 10, the originating seat shall be deleted from full right.

² The powers and powers of the members of the General Assembly, the administration, the management, the administration, the administration of a foundation, and the authorities, general representatives and persons with any power of Decision or representation shall be suspended in full right from the transfer of the seat of the legal person from private or public law, the partnership or the individual reason, as long as these persons are unable to exercise their Powers and duties at the transferred seat.

³ However, they retain the right to exercise their powers and powers on the condition that they are local affairs and mainly protective measures. However, their legal acts do not have an effect outside the territories occupied by enemy forces or subject to the power of the enemy or its allies.

⁴ All statutory or contractual clauses that declare competent the courts of territories occupied by enemy forces or subject to the power of the enemy or its allies, as well as all the compromise provisions, are annulled. And the arbitration clauses that would set the seat of courts in those territories.

⁵ Legal persons governed by private or public law, partnerships and individual reasons whose registered office is transferred may request that their branches located in territories occupied by enemy forces or subject to the The power of the enemy or its allies shall be cancelled, by registration on the trade register of the headquarters of the principal place of business or on the special register of the Federal Office of the Register of Commerce.

¹ From the date fixed in the additional order provided for in Art. 10, or, failing that, from the date on which the effects of the transfer of a seat will occur as of right, the legal persons under private or public law, the partnerships and the individual reasons shall have full right of their seat in the place They have elected or in the locality where the Swiss constitutional government will sit.

² Legal persons governed by private or public law, partnerships and individual reasons shall remain, in spite of the transfer of seats, subject in all places to the provisions of the Swiss law applicable to them at the time when the transfer of Has its effects; that is the case, in particular, with regard to their constitution (personal status), as well as their statutes and contracts of companies, to the extent that they are not derogated from by this Order.

³ Where Swiss law prescribes a special form, it is sufficient to observe the form provided for by the law of the place where the act is passed.

⁴ In the case of a reduction in social capital by a corporation that has transferred its registered office abroad, the revision report prescribed by s. Code of Obligations 732 ¹ May be established by a revision institution ² Unanimously appointed by the three Special Commissioners provided for in s. 14, para. 4, below; the provisions of s. 733 and 734 of the Code of Obligations are not applicable. The three Special Commissioners must unanimously approve proposals for the reduction of social capital and must also monitor its implementation. Art. 15 below is reserved.

⁵ Trials against legal persons under private or public law, partnerships and individual reasons are the responsibility of the courts of the place where the transferred seat is located. For non-cancelled appointments under s. 11, para. 4.

⁶ The provisions of public law in force in the place where the registered office is transferred in respect of the economic activity of legal persons under private or public law, partnerships and reasons are reserved. Individual.

¹ Notwithstanding any statutory, statutory or contractual provisions to the contrary, the following provisions shall apply.

² The powers and duties of the members of the administration, management, stewardship, administration of a foundation, and the authorities, general agents and persons with any power of decision or Representation, elected before the transfer of a seat and capable of exercising their powers and duties at the transferred seat, shall continue to have effect as long as they are not revoked, irrespective of the duration of those powers and Duties under the Act, the statutes or contracts. ¹

³ The supreme administrative body (Board of Directors, Board of Directors, Managers, Foundation Board or other) may, before or after the transfer of a seat, designate special bodies or representatives and confer on them the powers and Authority that it considers necessary, without the authorization of the general meeting or supervisory authority of the foundations and the holders of a financial market authorization. ²

⁴ If the statutes subordinate the validity of the decisions of the supreme administrative body to a quorum, only the members who can exercise their powers and powers to the transferred seat are counted. The supreme administrative body may be supplemented by co-optation, if the General Assembly cannot sit validly in accordance with art. 14, para. 1; the members appointed in this manner shall remain in office until it is possible for the General Assembly to sit validly.

⁵ As long as the seat is abroad, the provisions of the code of obligations ³ Concerning the nationality and domicile of the directors and managers of legal persons are not applicable.

¹ Where at least one-half of the share capital is represented, the general meeting of public limited-liability companies whose registered office is transferred abroad may sit validly. It may take all decisions and conduct all elections by an absolute majority of the votes allocated to the shares represented, unless the law or the statutes require another majority.

² If less than half, but at least one third of the share capital, is represented or if a statutory or statutory quorum cannot be attained, the general meeting may, by an absolute majority of the votes allocated to the shares represented, validly Approve the profit and loss account, balance sheet and management report, determine the employment of the net profit and, in particular, fix the dividend and grant discharge.

³ If less than one third of the share capital is represented, the General Assembly may make decisions on the objects set out in para. 2, by an absolute majority of the votes allocated to the shares represented. The decisions thus taken by the General Assembly must, however, be approved by three special commissioners, acting by a majority.

⁴ The Special Commissioners shall be elected by the General Assembly for the duration of the seat transfer. Their election is also possible if it is not on the agenda. It is based on three lists, the first of which must be established by the shareholders, the second by the supreme administrative body and the third by the competent Swiss diplomatic or consular representation at the place where the seat is Transferred. Each list must contain at least three different candidates, whose names must not already appear on one of the other two lists. The list presented by the shareholders may be drawn up by the general meeting which is called upon to elect the special commissioners or by a previous general meeting; on the other hand, the lists submitted by the supreme administrative body and the The competent Swiss diplomatic or consular representation must be established before the general meeting which elects the special commissioners. Only one candidate can be elected by list. The supplementary elections are held in a similar manner.

⁵ The general assembly may carry out the distribution of reserves, as well as the dismissal, but not at the election of the persons forming the bodies, if at least one third of the social capital is represented and if its decision, taken by an absolute majority The votes allocated to the shares represented, shall be approved by the majority of the Special Commissioners, elected in accordance with para. 4. L' al. 1 of this article is reserved.

⁶ Subject to decisions concerning the transfer of seats, the statutes of public limited-liability companies whose registered office is transferred abroad cannot be amended, on an exceptional basis and if the circumstances so require, only by a decision Taken in a general meeting where at least one third of the share capital is represented and by a majority of at least three-quarters of the votes allocated to the shares represented. Any statutory amendment is valid only if it is also unanimously approved by the three Special Commissioners elected in accordance with para. 4. L' al. 1 of this article is reserved.

⁷ Special Commissioners must not only safeguard the interests of society but also take into account Swiss national interests. They only respond to the damage they cause intentionally or by gross negligence. They may be revoked at any time by a decision taken in a general meeting where at least one third of the share capital is represented and by a majority of at least three-quarters of the votes allocated to the shares represented. If less than one third of the social capital is represented, the decision taken by a three-fourths majority must be approved by the Swiss constitutional government.

⁸ Publications provided for by law or by articles of association may be made, if necessary, in a newspaper of the place where the seat has been transferred.

⁹ The provisions of paras. 1 to 8 shall apply by analogy to other legal persons of private or public law whose registered office is transferred abroad.

¹ Any decision of the General Assembly of legal persons under private or public law whose registered office is transferred abroad and which has been taken in accordance with Art. 14, is valid only after approval by the Swiss constitutional government for the purpose of:

A.

The dissolution of the legal entity or its total or partial liquidation;

B.

Its merger or conversion or the permanent transfer of its headquarters abroad;

C.

The alienation of all or a significant portion of its assets or the repayment of its capital or social shares;

D.

The removal of special commissioners by a decision taken in a general meeting where less than one-third of the share capital is represented.

² This approval will not be granted in cases A , b and C , whether sufficient guarantees are provided for the payment of direct and indirect contributions (including winding-up taxes) which may be due to the Confederation and the canton in which the seat was located.

¹ The management and representation of legal persons under private or public law and partnerships may be delegated by the supreme administrative body, respectively, by the partners indefinitely responsible, in an irrevocable manner, For a specified period of time, which, however, may not exceed the period of application of this Order.

² This provision shall apply mutatis mutandis to individual reasons.

³ The management and representation of holders of an authorisation within the meaning of the financial markets laws may be delegated only with the approval of the supervisory authority, unless prevented by an imminent or actual occupation From all or part of the Swiss territory by enemy forces. ¹

¹ Where, as a result of events, they cannot make valid decisions in the absence of directors, managers or representatives, legal persons governed by private or public law, partnerships and individual reasons The seat has been transferred under the provisions of s. 10 of this Order, or who have retained their seat in parts of Swiss territory occupied by or threatened by enemy forces in an imminent manner, shall be placed under curatelle, in application by analogy of art. 393 of the Swiss Civil Code ¹ .

² The request for the institution of a curatelle may be made by any person or authority having an interest in the conservation of the assets of the legal person, a partnership or individual reason, to the supervisory authority of the canton Where the Swiss constitutional government is located. Where appropriate, the Federal Office of Justice ² The Federal Department of Justice and Police will take the necessary measures.

¹ Notwithstanding the absence of special provisions on this subject in the statutes or contracts of companies, legal persons under private or public law and partnerships shall be permitted to make transfers in trust and to constitute Trusts or other similar institutions and to delete them in accordance with the applicable Swiss or foreign law. The supreme administrative body (board of directors, board of directors, directors, board of trustees or others) of legal persons under private or public law, or the partners indefinitely liable for companies of persons having the power of Represent the company, are competent to do so.

² This provision shall apply to transfers of trust already made, as well as to trusts and other similar institutions already established.

¹ Transfers in trust, the establishment of trusts or other similar institutions may relate to all or part of the assets of the assignor or grantor.

² Transfers in trust, the constitution of trusts or other similar institutions that relate to a substantial part of the assets of a private or public legal entity or a partnership, shall be brought as soon as Possible to the knowledge of a general meeting of shareholders if it is an anonymous company, or an assembly of the partners or members if it is another legal entity of private or public law, or of the members as a whole if it Is a partnership. However, a trustee assignment or the establishment of a trust or other similar institution cannot be attacked for omission of that communication.

³ The assignment and the creation of a trust or other similar institution shall be submitted for approval to the supervisory authority provided for in Art. 84 of the Swiss Civil Code ¹ In the case of the property of foundations and the Federal Financial Market Supervisory Authority if they are holders of an authorization within the meaning of the financial markets laws, unless prevented from arising out of imminent occupation or Of all or part of the Swiss territory by enemy forces. ²

¹ This Order shall enter into force on 1 ^Er May 1957.

² The Federal Council will issue an enforcement order.

³ The Federal Office of Justice of the Federal Department of Justice and Police is responsible for the execution of this Order. It is authorised, if necessary, to bring the supplementary order into force.