Phoenix Mecano : Comparison of Articles of Incorporation

Articles of incorporation

of Phoenix Mecano AG

Stein am Rhein

1. Company Name, Registered Office, Duration and Object

Article 1

An Aktiengesellschaft [joint stock company] under the name Phoenix Mecano AG (Phoenix Mecano SA), with registered office in Stein am Rhein, is established for an indefinite period.

Article 2

The company's object is the acquisition, permanent administration and financing of investments in industrial undertakings, trading companies and service enterprises of all kinds in Switzerland and abroad, as well ashaving as their main objects in particular the development,theproduction ofand trade insale ofenclosures, welding torches, industrial gases,electromechanical and mechanical components and equipment, the trade in vehicles,system and software solutions,the utilisation of technical expertise or consulting, and the carrying-on of all business directly or indirectly related to this object. The company may acquire and utilise tangible or intangible assets on its own account or on behalf of others as well as acquire, hold and dispose of business premises.

1. Share Capital, Shares

Article 3

The company has a share capital of CHF 960,500 (nine hundred and sixty thousand five hundred Swiss francs). It is divided into 960,500 fully paid-upbearer sharesregistered shareswith a par value of CHF 1 each. By resolution of the Shareholders' General Meeting, registered shares can be created, bearer shares converted into registered shares and registered shares converted into bearer shares. The company may issue certificates representing a number of shares, although these can be exchanged for smaller certificates or the corresponding number of shares at any time free of charge.

Ownership of a share implies acceptance of the Articles of Incorporation.

The threshold for the obligation to submit an offer within the meaning of Article 32 of the Swiss Federal Act on Stock Exchanges and Securities Trading135 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FinMIA)is 45% of the voting rights.

Article 4

In the event of capital increases, each shareholder shall be entitled to a portion of the newly issued shares in proportion to its existing shareholding.

The Shareholders' General Meeting may exclude or restrict the subscription right for important reasons.

Article 5

Subject to the provisions below, the company's registered shares shall be issued as uncertificated securities (within the meaning of the Swiss Code of Obligations) and held as intermediated securities (within the meaning of the Swiss Federal Intermediated Securities Act). The transfer of registered shares held as intermediated securities and the pledging of these intermediated securities as collateral shall be based on the provisions of the Swiss Federal Intermediated Securities Act. The company may withdraw shares issued as intermediated securities from the custodian system.

The shareholder is not entitled to have registered shares issued in a particular form or to demand conversion into a particular form. Each shareholder may, however, at any time request a written confirmation from the company of the registered shares held by said shareholder, as reflected in the share register.

The Board of Directors may, on the other hand, print and deliver individual or global certificates for shares at any time. Under the conditions set forth by statutory law, the company may convert its registered shares from one form into another form at any time and without the approval of the shareholders. The company shall bear the cost of any such conversion.

Article 6

The company shall keep a share register in which the names/company names, addresses and email addresses of the owners and usufructuaries of the company's shares are recorded. In relation to the company, the shareholder or usufructuary of shares is the person entered in the share register. If a person entered in the share register changes any of these details, they must notify the company of this. As long as this has not happened, all communications from the company to the address or email address previously entered in the share register shall be deemed to have been sent legally to the person entered in the share register.

Upon request, acquirers of registered shares shall be entered in the share register as shareholders or usufructuaries with voting rights if they expressly declare that they have acquired these registered shares in their own name and for their own account. If the acquirer is not willing to make such a declaration, the company may refuse registration with voting rights. Acquirers may also be rejected if they do not expressly declare that:

1. there is no agreement to take back or return the shares concerned; and
2. they bear the economic risk associated with the shares.

The application for an entry in the share register may be submitted electronically.

The Board of Directors is responsible for maintaining the share register. This task may be delegated within the company or to a third party.

1. Company Organs

Article 57

The company's organs are:

1. the Shareholders' General Meeting;
2. the Board of Directors;
3. the Auditors.

1. The Shareholders' General Meeting

Article 68

The ordinary Shareholders' General Meeting shall be held each year within six months of the end of the financial year, at a placevenue in Switzerlanddetermined by the Board of Directors.

Extraordinary Shareholders' General Meetings shall be called in the cases provided for by law as well as by resolution of the Board of Directors or the Auditors. An extraordinaryShareholders' General Meeting can also be called at the request of one or more shareholders, alone ortogether representing at least one tenth of the registered capital5% of the share capital or the votes. The request must be made in writing and state the purpose of the meetingstate the agenda items to be discussed and the proposals.

Article 79

Invitations to the Shareholders' General Meeting shall be issued at least twenty days in advance of the meeting by means of a single announcement in the company's publication organsin a form provided for in these Articles of Incorporation.

The invitation must contain the date, the starting time, the form and the location of the Shareholders' General Meeting,the agenda of the meeting and,the proposals by the Board of Directors together with a brief explanation of these proposalsand where applicable the proposals ofthe shareholders who called for the convocation of a Shareholders' General Meeting or the inclusion of an item on the agenda, together with a brief explanation and the name and address of the independent proxy. The agenda items may be presented in summary form in the invitation, provided that further information is made available to the shareholders by other means.

Shareholders representing shares totalling 3%alone or together at least 0.5%of the share capital or the votesmay request the inclusion of an item on the agenda. The written request including the shareholder's agenda items and proposals must reach the company at least 45 days prior to the Shareholders' General Meeting. Under the same conditions, shareholders may request that proposals on agenda items be included in the invitation.

At least twenty days in advance of the ordinary Shareholders' General Meeting, the annual report, Auditors' report, remuneration report and audit report on the remuneration report shall be made available for inspection by the shareholders at the company's registered office and branch offices. The invitation must refer to this fact and to the right of every shareholder to request that a copy of these documents be sent to them.accessible to shareholders. If the documents are not accessible electronically, any shareholder may request that they be sent a copy in good time.

Article 810

The Shareholders' General Meeting may be held at different venues at the same time. In this case, the oral contributions of participants must be transmitted directly in sound and vision to all venues.

The Board of Directors may provide that shareholders who are not present at (any of) the venue(s) are able to exercise their rights electronically.

The Shareholders' General Meeting may also be held without a venue, using only electronic means (including telephone, video conferencing or other audiovisual or electronic means of communication).

The Board of Directors shall regulate the use of these electronic means. It shall ensure that the identity of the participants is established, the oral contributions at the meeting are directly transmitted, each participant can submit proposals and participate in the debate, and the result of the vote cannot be falsified.

Article 11

All shareholders are entitled to attend the Shareholders' General Meeting. To participate and make use of their rights to vote and submit proposals, they must demonstrate their share ownership.Those shareholders or usufructuaries who are entered in the share register on the date designated by the Board of Directors are entitled to attend the Shareholders' General Meeting and to exercise participation rights, in particular the right to vote.

Shareholders may be represented at the Shareholders' General Meeting by their legal representative, another third party with written authorisation or the independent proxy. All the shares held by a shareholder may be represented by one person only.

Each share entitles the holder to one vote at the Shareholders' General Meeting.