Art. 653b Federal Act of 30 March 1911 on the Amendment of the Swiss Civil Code (CO)

The articles of association must stipulate: 1. {note: Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ( AS 2020 4005; 2022 109; BBl 2017 399).} the nominal value of the contingent capital; 2. the number, nominal value and type of shares; 3. the beneficiaries of conversion or option rights; 4. {note: Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ( AS 2020 4005; 2022 109; BBl 2017 399).} any restriction or cancellation of the subscription right of existing shareholders, provided they are not allocated the option rights; 5. preferential rights attached to specific classes of shares; 6. the restrictions on the transferability of newly registered shares; 7. {note: Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ( AS 2020 4005; 2022 109; BBl 2017 399).} the procedure for exercising the conversion or option rights and for waiving these rights. Where the bonds or similar debt instruments to which the conversion or option rights attach are not offered first to the shareholders for subscription, the articles of association must also stipulate: 1. the conditions on which the conversion or option rights may be exercised; 2. the basis on which the issue amount is to be calculated. Conversion or option rights granted before the provision of the articles of association concerning the contingent capital has been entered in the commercial register are void. {note: Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ( AS 2020 4005; 2022 109; BBl 2017 399).}

Art. 653b CO