Bucher Industries : Amendments to the articles of association (according to the notice of the annual general meeting)

Articles of Association of Bucher Industries Ltd.

Version 1519.April 20212023

Articles of Association of

Bucher Industries AG

Bucher Industries SA

Bucher Industries Ltd. Bucher Industries S.p.A. incorporated in Niederweningen

Bucher Industries AG

Murzlenstrasse 80

8166 Niederweningen, Switzerland T [phone] [e-mail] bucherindustries.com

1. CORPORATE NAME, SEAT, DURATION, PURPOSE

Art. 1

Corporate Name, Seat, Duration

There exists a stock corporation of indefinite duration under the firm of

Bucher Industries AG

Bucher Industries SA

Bucher Industries Ltd.

Bucher Industries S.p.A.

The Company's seat is located in Niederweningen (Switzerland). By resolution of the Board of Directors, the Company may establish offices and branches both in Switzerland and abroad.

Art. 2

Purpose

The purpose of the Company is the acquisition and the permanent management of shareholdings in corporations of any kind, particularly in the engineering industry, and the financing of affiliated corporations in both Switzerland and abroad.

Moreover, the Company may do any kind of business that is suitable for promoting or facilitating the Company's growth and the attainment of the corporate purpose.

The Company may issue bonds and raise loans; it may also buy and sell real estate.

1. SHARE CAPITAL AND SHARES

Art. 3

Share Capital

The Company's share capital is CHF 2,050,000.00 (two million and fifty thousand Swiss francs), composed of 10,250,000 registered shares with a par value of CHF 0.20 each.

All shares have been fully paid up.

In case of a share capital increase, shareholders will be entitled to pro-rata subscription rights for the newly issued shares based on their previous shareholdings, provided the General Meeting of shareholdersshareholders, in its resolution to increase the share capital, does not precluderestrict or cancelsuch subscription rights on cogent ground.

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Art. 3a

Creation of Conditional Capital

The Company's share capital is increased through the issue of not more than 1,184,100 registered shares with a par value of CHF 0.20 each for a total amount of not more than CHF 236,820.00 by exercising option or conversion rights granted in connection with bonds issued by the Company or a subsidiary of the Company or by exercising option rights granted to shareholders. Shareholders' subscription rights are excluded. The holders of option or conversion rights are entitled to subscribe to the new shares. The acquisition of registered shares by exercising option or conversion rights and the subsequent transfer of such registered shares are subject to the transfer restrictions stipulated by Article 5 of the Articles of Association.

Option or conversion conditions are laid down by the Board of Directors. When issuing bonds or convertible bonds, the Board of Directors may suspend shareholders' anticipated subscription rights on cogent ground as stipulated by article 653c subclause 2 of the Swiss Code of Obligations. In this case, the Board of Directors will lay down the structure, the term and the amount of the bond as well as the option or conversion conditions in accordance with market conditions at the time of the issue.

Art. 4

Form of Shares

The Company issues its shares in the form of individual share certificates, global certificates or, simpleuncertificated securities or as intermediated securities. The Company may within the limits of the law convert registered shares issued in one of these forms into another form at any time and without the consent of the shareholders.

Shareholders have no right to request the printing and delivery of share certificates or the conversion of registered shares issued in a certain form into another form. However, shareholders may request a written confirmation for the shares held by them pursuant to the share register at any time.

Shareholders holding, alone or acting in concert with other shareholders under a written agreement, more than 10% of the outstanding voting rights of the Company may request from the Company the printing of share certificates for their shares at any time. They shall bear the costs.

If share certificates are issued, they will bear the facsimile signature of the Chairman of the Board and another Member of the Board. The Company may cancel or destroy without replacement share certificates issued and returned to the Company.

The Company may arrange for the creation of intermediated securities on the basis of individual share certificates, global certificates or simpleuncertificated securities and withdraw registered shares recorded as intermediated securities from the custodian system. Transfers of intermediated securities, including the granting of security interests, are subject to the Swiss Federal Act on Intermediated Securities.

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Art. 5

Share Register and Registration Restrictions

The Company keeps a share register in which the holders and beneficiaries of registered shares are entered by name and address. In relation to the Company, holders and beneficiaries of shares must be entered in the share register to be recognized. The Company recognizes only one representative per share.

In order to be entered in the share register, holders and beneficiaries of shares must prove the acqui-

sitionacquisitionof the shares or the creation of the beneficial interest in the shares, and they may send such proof to the company electronically. The Company may deny recognition and entry of an applicant in the share register as a shareholder with voting rights, unless the applicant expressly states that the shares were acquired and will be held in the applicant's own name and for the account of the applicant., that there is no agreement to take back or return the shares concerned and that the applicant bears the economic risk associated with the shares.Such applicant is authorized solely to exercise the rights that are not associated with the voting rights.

The Board of Directors establishes principles for the registration of trustees/nominees and issues the required regulations.

Art. 5a

Opting-up

A purchaser of the Company's shares is bound to make a public offer as provided in Section 135 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FinMIA) when a threshold of 40% of the voting rights is exceeded.

III. ORGANIZATION OF THE COMPANY

Art. 6

Executive Bodies

The Company's executive bodies are:

1. the General Meeting
2. the Board of Directors
3. the Auditors

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A. A. General Meeting

Art. 7

Competences

The General Meeting of shareholders is the Company's governing body. It has the following inalienable powers:

1. stipulation and amendment of the Articles of Association;
2. election and removal of the Members of the Board of Directors, the Chairman of the Board, the Members of the Compensation Committee, the Auditors and the Independent Proxy;
3. approval of the compensations of the Board of Directors and the Group Management;
4. approval of the management report and the consolidated accounts;
5. approval of the annual accounts and resolution on the appropriation of disposable profits, especially the declaration of dividend;
6. determination of the interim dividend and approval of the interim financial statements required therefor;
7. resolution on the repayment of the statutory capital reserve;

f)h)ratification of the Board of Directors' and the Group Management's acts;

1. delisting of the Company's equity securities;

g)j)resolution on motions filed by the Board of Directors, or the Auditors, or the shareholders, and on issues reserved for the General Meeting of shareholders by law or by the Articles of Association.

Art. 8

Right to Vote and Independent Proxy

In the General Meeting of shareholders, each share entitles to one vote.

Every shareholder with voting rights may be represented at the General Meeting of shareholders by another person authorized by written proxy who need not be a shareholder, or by the Independent Proxy. Within the framework of the statutory provisions, the Board of Directors defines the requirements for proxies and instructions and may enact corresponding regulations.

The Board of Directors states the applicable record date, by which shareholders must be registered in the share register to be entitled to participate and vote at the General Meeting of shareholders as well as the details with respect to written and electronic proxies and instructions in the invitation to the General Meeting.

The General Meeting of shareholders annually elects a natural or legal person or a partnership as Independent Proxy. Its term of office ends at the conclusion of the next ordinary General Meeting of shareholders. Re-election is possible. If the Company does not have an Independent Proxy, the Board of Directors will appoint one for the next General Meeting of shareholders.

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