ARYZTA : Articles of Association of ARYZTA AG (English) (89.23 KB)

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ARTICLES OF ASSOCIATION1

of

ARYZTA AG

(ARYZTA Ltd) (ARYZTA SA)

1. BASIS

Article 1: Company name, registered office

A public limited company [Aktiengesellschaft] with the name

ARYZTA AG

(ARYZTA Ltd) (ARYZTA SA)

is hereby formed for an unlimited period of time pursuant to Article 620 ff. Swiss Code of Obligations [OR] with its registered office in Schlieren.

Article 2: Corporate object

The corporate object of the Company is the acquisition, ongoing management and sale of equity holdings in Swiss and foreign businesses of all kinds.

The Company may establish branches and subsidiaries in Switzerland and abroad and acquire, hold and sell real property.

The Company may perform all commercial, financial and other activities which are associated with the corporate object of the Company. In particular, the Company may grant loans, guarantees and other types of financing and security for affiliated and associated companies and accept and invest funds in the money market and capital market.

In pursuing its purpose, the Company strives to create long-term, sustainable value.

1 This is a free translation of the German version of the Articles of Association. The German version of the Articles of Association is the governing version.

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1. CAPITAL

Article 3: Share capital

The Company's share capital is CHF 19,862,114.54 divided into 993,105,727 registered shares with a par value of CHF 0.02 each. The shares are fully paid up.

Article 4: Conditional capital

1. The share capital of the Company may be increased by a maximum of CHF 993,105.72 by issuing up to 49,655,286 fully paid-up registered shares with a par value of CHF 0.02 each, through the direct or indirect issuance of shares, options or related subscription rights granted to members of the Board of Directors in lieu of cash fees, members of the Executive Management and employees of the Company and its group companies.
2. The pre-emptive rights and the advance subscription rights of the shareholders are excluded with the issuance of any shares, options or subscription rights therefor.
3. The direct or indirect acquisition of the newly issued shares by persons listed in para. a) above in connection with an employee participation program, as well as any subsequent transfer of such shares are subject to the transfer restrictions according to Article 7 of the Articles of Association.
4. Shares, options or subscription rights issued pursuant to this Article 4 of the Articles of Association shall be issued pursuant to one or more regulations to be issued by the Board of Directors. The shares or subscription rights may be issued at a price below the respective market price quoted on the stock exchange.
5. The declaration of acquisition of the shares based on this Article 4 shall refer to this Article 4 and be made in a form that allows proof by text. A waiver of the right to acquire shares based on this Article 4 may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right.

Article 5: Capital range

1. The Company has a capital range ranging from CHF 17,875,903.10 (lower limit) to CHF 21,848,325.98 (upper limit). The Board of Directors shall be authorised within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until April 24, 2029, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 99,310,572 fully paid-in registered shares with a par value of CHF 0.02 each and cancelling up to 99,310,572 registered shares with a par value of CHF 0.02 each, as applicable, or by increasing or reducing the par value of the existing shares within the limits of the capital range.

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1. In the event of an issue of shares, the subscription and acquisition as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Art. 7 of these Articles of Association.
2. In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off, and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of pre-emptive rights, and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders or third parties (if the pre-emptive rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, to restrict or to exclude the trade with pre-emptive rights. It may permit the expiration of pre-emptive rights that have not been duly exercised, or it may place such rights or shares as to which pre-emptive rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company.
3. In the event of an issue of shares, the Board of Directors is further authorised to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third parties, the Company or any of its group companies, if the shares are to be used:
4. 1. for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions; or
   2. for the purpose of broadening the shareholder constituency in connection with a listing of new shares on domestic or foreign stock exchanges.
5. After a change of the par value, new shares shall be issued within the capital range with the same par value as the existing shares.
6. If the share capital increases as a result of an increase from conditional share capital pursuant to Article 4 of these Articles of Association, the upper and lower limits of the capital range shall increase in an amount corresponding to such increase in the share capital.
7. In the event of a reduction of the share capital within the capital range, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount.

Article 5bis: Exclusion of subscription and advance subscription rights

Until April 24, 2029, or an earlier expiry of the capital range, the total number of newly issued shares which may be issued with the restriction or withdrawal of pre-emptive and/or advance subscription rights (i) from the conditional capital pursuant to Article 4 of

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these Articles of Association, and/or (ii) from the capital band pursuant to Article 5 of these Articles of Association, shall not exceed 99,310,572 new shares.

Article 6: Share certificates, intermediated securities

1. The Company issues its registered shares in the form of individual certificates, global certificates, uncertificated securities pursuant to Article 973c and 973d OR, or as intermediated securities in the sense of the Federal Act on Intermediated Securities. Subject to applicable law, the Company may convert the registered shares issued in one of these forms at any time and without consent of the shareholders into another form. The Company shall bear the cost associated with any such conversion.
2. A shareholder has no right to request the conversion of the registered shares issued in one form into another form. In particular, the shareholder has no claim to the certification of the membership in a security. Each shareholder may, however, at any time request from the Company a written confirmation of the registered shares held by such shareholder, as reflected in the share register.
3. Intermediated securities based on registered shares of the Company cannot be transferred by way of assignment. A security interest in any such intermediated securities also cannot be granted by way of assignment.

Article 7: Share register; restrictions on transferability

1. A share register shall be kept for the registered shares. It shall list the owners and usufructuaries with their surname and name, their place of residence, their address and nationality (the registered office in the case of legal entities). A person registered in the share register shall notify the share registrar of any change in contact information. Communications from the Company shall be deemed to have been validly made if sent to the shareholder's or authorized delivery agent's last registered contact information in the share register.
2. Purchasers of registered shares shall, upon application, be registered without restriction in the share register as shareholders with voting rights if they expressly declare that they have acquired said registered shares on their own behalf and for their own account, that there is no agreement on the redemption of the relevant shares, that they bear the economic risk associated with the shares, and fulfil the reporting obligations pursuant to the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act) of 19 June 2015. The consent of the Company is required for registration in the share register as a shareholder with voting rights. Registration as a shareholder with voting rights may be declined in the cases specified in Article 7 (c), (d) and (e) of the Articles of Association. If the Company does not decline the application for registration of the purchaser as a shareholder with voting rights within

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20 days, the latter shall be deemed to be a shareholder with voting rights. Purchasers who are not acknowledged shall be registered as shareholders without voting rights in the share register. The corresponding shares shall be deemed not to be represented at the General Shareholders' Meeting.

1. Persons who do not expressly make the declarations pursuant to paragraph b) of this Article in the registration application (hereafter "Nominees"), shall, without more ado, be registered in the share register with voting rights up to a maximum of 1.5% of the outstanding share capital. Above this limit, registered shares of Nominees shall only be registered with voting rights if the relevant Nominee, in the registration application or thereafter at the request of the Company, notifies the names, addresses and shareholdings of those persons on whose account he holds 0.3% or more of the outstanding share capital in each case, and if the reporting obligations pursuant to the Financial Market Infrastructure Act are fulfilled. The Board of Directors is authorised to enter into agreements with Nominees concerning their reporting obligations.
2. The aforementioned restriction on registration shall also apply to the purchase of shares, which are subscribed or acquired through the exercise of pre-emptive rights, option-rights or convertible rights from shares or other securities issued by the Company or third parties.
3. Legal entities and partnerships or other bodies of persons or collective bodies of joint ownership which are associated in terms of capital or voting rights, through centralised leadership or otherwise, as well as individuals or legal entities or partnerships which proceed in a coordinated way to circumvent the registration restriction (in particular as a syndicate) shall be deemed to be one shareholder or one Nominee.
4. The Company may in special cases approve exceptions to the aforementioned restrictions (Article 7 (c), (d) and (e) of the Articles of Association). After hearing the persons in question, the Company may cancel entries in the share register as a shareholder with voting rights if these were based on false information or if the person in question does not provide the information requested pursuant to Article 7 (c).
5. Until a purchaser becomes a shareholder with voting rights as defined in Article 7 of the Articles of Association, he cannot exercise the respective voting rights or the rights associated with them.

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1. ORGANISATION
   A. GENERAL SHAREHOLDERS' MEETING Article 8: Powers

The supreme body of the Company is the General Shareholders' Meeting. It shall have the following non-transferable powers:

1. Adoption and amendment of the Articles of Association;
2. Election of the members of the Board of Directors, the Chairman of the Board of Directors, the members of the Remuneration Committee, the Independent Voting Rights Representative and the External Auditor;
3. Approval of the management report, the consolidated financial statements and the statutory financial statements and adoption of a resolution on the allocation of profit shown on the balance sheet, in particular the determination of dividends;
4. Determination of interim dividends and the approval of the interim financial statements required for this purpose;
5. Resolution on the repayment of the statutory capital reserve;
6. Discharge from liability of the members of the Board of Directors and the Executive Management;
7. Approval of the remuneration of the Board of Directors and Executive Management pursuant to Article 23 of the Articles of Association;
8. Delisting of the Company's equity securities;
9. Approval of the report in non-financial matters pursuant to Article 964c Swiss Code of Obligations;
10. Adoption of resolutions on matters that are reserved to the General Shareholders' Meeting by law or the Articles of Association or are submitted to it by the Board of Directors.

Article 9: Meetings

The Ordinary General Shareholders' Meeting shall take place each year within six months of the close of the financial year. The time and place, which may be in Switzerland or abroad, shall be determined by the Board of Directors.

The Board of Directors can determine that the General Shareholders' Meeting be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly in video and audio to all venues, and/or that shareholders, who are not present at the venue(s) of the General Shareholders' Meeting may exercise their rights by electronic means.

Alternatively, the Board of Directors may also provide that the General Shareholders'

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Meeting will be held by electronic means without a venue.

Extraordinary General Shareholders' Meetings shall be convened as often as necessary, particularly in the cases stipulated by law.

The Board of Directors must convene Extraordinary General Shareholders' Meetings within 60 days if shareholders representing, alone or together, at least five percent of the share capital or votes request in writing that a meeting be called and give details of the items to be discussed and the proposals, and, in case of elections, the names of the nominated candidates.

Article 10: Invitation

The General Shareholders' Meeting shall be convened by the Board of Directors, or, if necessary, by the External Auditor. The liquidators are also entitled to convene the General Shareholders' Meeting.

The invitation must be issued at least 20 days prior to the meeting by way of a single announcement pursuant to Article 33 of the Articles of Association. The invitation must include the date, time, mode and place of the meeting as well as the agenda items and the proposals of the Board of Directors and the shareholders who have called for a General Shareholders' Meeting or who have asked for an agenda item to be included, together with a brief statement of the reasons for each proposal.

The annual report and the External Auditor's report must be made available to the shareholders no later than 20 days prior to the Ordinary General Shareholders' Meeting.

Article 11: Agenda items

1. The Board of Directors shall put the items for discussion and decision on the agenda.
2. One or more registered shareholders with voting rights who, alone or together, represent at least 0.5% of the share capital or the votes may call for the Board of Directors to put an item on the agenda or to include a proposal relating to an agenda item in the invitation to the General Shareholders' Meeting. Such a request must be submitted in writing to the Chairman of the Board of Directors specifying the agenda item and proposals at least 45 days prior to the General Shareholders' Meeting.
3. No resolutions may be passed concerning agenda items that are not properly announced and that are not associated with an agenda item that is duly put on the agenda, except in the cases stipulated by law.

Article 12: Chair, minutes

The General Shareholders' Meeting shall be chaired by the Chairman of the Board of Directors. In his absence, another member of the Board of Directors or another interim

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chair elected by the General Shareholders' Meeting shall chair the General Shareholders' Meeting.

The acting chair shall designate the minute keeper for the meeting and vote counters who do not have to be shareholders.

The Board of Directors shall ensure that the minutes are kept; these are to be signed by the acting chair of the General Shareholders' Meeting and the minute keeper.

The resolutions and election results shall be made available electronically within 15 days after the General Shareholders' Meeting, stating the exact proportion of votes; each shareholder may request that the minutes be made available to him within 30 days after the General Shareholders' Meeting.

Article 13: Representation of shareholders

1. Each shareholder may have his shares represented in a General Shareholders' Meeting by the Independent Voting Rights Representative, its legal representative or a third person who does not need to be a shareholder. The members of the Board of Directors and the Executive Management are allowed to represent shareholders provided this does not constitute an institutionalized representation of shareholders.
2. The Board of Directors shall specify the requirements regarding powers of attorney and instructions and the modalities and other aspects of the representation in a separate regulations. It shall ensure that the shareholders may grant powers of attorney and issue instructions to the Independent Voting Rights Representative by electronic means; whereby also electronic powers of attorney and instructions to the Independent Voting Rights Representative without qualified electronic signature may be permitted. The acting chair of the General Shareholders' Meeting shall decide whether a representation will be accepted.
3. The general or implied instruction from a shareholder to the Independent Voting Rights Representative to vote according to the proposals of the Board of Directors on (i) matters for which no proper notice was given in the invitation to the General Shareholders' Meeting but on which a valid resolution can be passed pursuant to Article 704b Swiss Code of Obligations, as well as (ii) proposals for additions or amendments to matters for which proper notice was given in the invitation but which are submitted after the invitation has been sent or at the General Shareholders' Meeting, shall be deemed to be a valid instruction for exercising the voting right.
4. If the Company does not have an Independent Voting Rights Representative, the Board of Directors shall appoint the Independent Voting Rights Representative for the next General Shareholders' Meeting.

Article 14: Adoption of resolutions

Each share shall confer one vote, subject to the provisions of Article 7.

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The General Shareholders' Meeting shall adopt its resolutions and conduct its elections by the majority of the votes represented unless otherwise provided by law or the Articles of Association.

If the first round of voting fails to result in an election, a second round of voting shall take place in which a relative majority shall be decisive.

The acting chair shall not have the casting vote.

The acting chair shall determine the voting process.

Article 15: Quorum

A resolution of the General Shareholders' Meeting passed by at least two thirds of the votes represented and the majority of the nominal share values represented is required for:

1. the cases specified in Article 704 (1) Swiss Code of Obligations and Articles 18 and 64 of the Federal Law on Merger, Demerger, Conversion and Transfer of Assets and Liabilities (Merger Act);
2. the easing or cancellation of the restriction on transferability of the registered shares;
3. an amendment to this Article 15 of the Articles of Association.

B. BOARD OF DIRECTORS

Article 16: Election, term of office, formation

1. The Board of Directors shall consist of at least five but no more than 12 members.
2. The term of office for each member of the Board of Directors including its Chairman shall be one year. Re-election is possible. In each case, the term of office ends at the end of the next Ordinary General Shareholders' Meeting.
3. The Board of Directors shall organise itself, subject to the elections by the General Shareholders' Meeting. It may appoint a secretary who need not be a member of the Board of Directors.
4. If the Board of Directors is not able to continue to hold office or if the Company does not have a Chairman capable of acting and of holding office for other reasons, then the Board of Directors shall appoint one of its members as Chairman until the next Ordinary General Shareholders' Meeting; the calling of a General Shareholders' Meeting in accordance with Article 726 (2) Swiss Code of Obligations is reserved.

Article 17: Ultimate management, delegation

1. The Board of Directors shall be responsible for the top management of the Company and for supervising the management. It represents the Company in relation to third

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parties and deals with all matters which are not delegated to another executive body of the Company under law, the Articles of Association or the organisational regulations of the Company.

1. Subject to Article 18 of the Articles of Association and mandatory law, the Board of Directors may delegate duties or responsibilities wholly or in part to individual members of the Board of Directors, to Committees of the Board of Directors or to third persons in accordance with the organisational regulations that the Board of Directors may enact; in particular, it may delegate the management of the business to individual members of the Board of Directors or to other natural persons (the "Executive Management").

Article 18: Duties

The Board of Directors shall have the following non-transferable and irrevocable duties:

1. Ultimate management of the Company and issuing of the necessary instructions;
2. Determination of the organisational structure;
3. Structuring of the accounting system, the internal control system (ICS), the financial control and the financial planning and the performance of a risk assessment;
4. Appointing and dismissing of the individuals responsible for management and representation and issuing of rules on the signing powers;
5. Ultimate oversight of the individuals responsible for management, specifically in relation to compliance with the law, the Articles of Association, regulations and instructions;
6. Preparing the annual report and the remuneration report and the report on non- financial matters pursuant to article 964c Swiss Code of Obligations as well as preparing the General Shareholders' Meeting and implementing its resolutions;
7. The submission of a petition for debt-restructuring moratorium and the notification of the court in case of over-indebtedness;
8. Passing of resolutions on subsequent payment of contributions for shares that are not fully paid up;
9. Passing resolutions, to the extent that such power is vested in the Board of Directors, on the change of the share capital or the currency of the share capital, the ascertainment of capital changes, the preparation of the report on capital increases, and the resulting amendments of the Articles of Association;
10. Verifying compliance with applicable law regarding the appointment, election and professional requirements of the External Auditor;
11. the non-transferable and inalienable duties and powers of the Board of Directors pursuant to the Swiss Merger Act.