(Art. 120 paras. 1 and 3, 123 para. 1 FinMIA)

¹ The beneficial owners of equity securities under Article 120 paragraph 1 FinMIA are subject to the notification duty. A beneficial owner is the party controlling the voting rights stemming from a shareholding and bearing the associated economic risk.

² If the voting rights are not exercised directly or indirectly by the beneficial owner, any person who has full discretionary powers to exercise the voting rights is also subject to the notification duty in accordance with Article 120 para. 3 FinMIA. If the person who has full discretionary powers to exercise voting rights is directly or indirectly controlled, their notification duty is met where the controlling person reports on a consolidated basis. In such case, the controlling person is considered to be subject to the notification duty.¹⁹

³ There is no notification duty, if:

a.

notification of reaching a threshold was provided and that threshold is exceeded, without the subsequent threshold being reached or exceeded;

b.

notification of reaching or exceeding a threshold was provided and that threshold is met again, without having reached or exceeded the subsequent threshold;

c.

a threshold is temporarily reached, exceeded or fallen below during a trading day.

(Art. 120 para. 5, 123 para. 1 FinMIA)

The following cases in particular qualify as an indirect acquisition or indirect disposal of a shareholding:

a.

the acquisition and disposal via a third party in their own name and on behalf of the beneficial owner;

b.

the acquisition and disposal through directly or indirectly controlled legal entities;

c.

the acquisition and disposal of a shareholding which directly or indirectly transfers control of a legal entity which directly or indirectly holds equity securities.

(Art. 120 para. 1, 121, 123 para. 1 FinMIA)

¹ Any party who coordinates their conduct regarding the acquisition or disposal of shareholdings or the exercising of voting rights with third parties by contract, other organised arrangement or by law, is acting in concert or as an organised group.

² Acquisitions and disposals between persons who are acting in concert or as an organised group and have disclosed their total shareholding are exempt from the notification duty.

³ Changes in the composition of the group and the nature of the arrangement or of the group must be reported.

(Art. 120 paras. 1, 3 and 4, 123 para. 1 FinMIA)

¹ The notification duty under Article 120 paragraph 1 FinMIA is triggered by the emergence of the claim to acquire or dispose of equity securities (binding transaction), irrespective of whether this claim is conditional. The indication of an intended acquisition or disposal does not trigger a notification duty, provided there are no legal obligations associated therewith.

² The triggering of the notification duty at the time of the binding transaction under paragraph 1 and an associated disconnection of beneficial owner status and voting entitlement, do not trigger a separate notification duty under Article 120 paragraph 3 FinMIA either for the acquirer or the person disposing of the shareholding.

³ If a threshold is reached, exceeded or fallen below of as a result of a company with registered office in Switzerland increasing, decreasing of restructuring its share capital, the notification duty is triggered by the correspondent publication in the Swiss Official Gazette of Commerce. In the case of companies with registered office abroad whose equity securities are mainly listed in whole or in part in Switzerland the notification duty is triggered by the publication in accordance with Article 115 paragraph 3 FinMIO.

(Art. 120 paras. 1 and 3, 123 para. 1 FinMIA)

¹ Any person who reaches, exceeds or falls short of a threshold in one or both of the positions below, must calculate the positions individually and separately and report them simultaneously:

a.

acquisition positions:

1.

shares and equity-related units and voting rights under Article 120 paragraph 3 FinMIA,

2.

conversion and acquisition rights (Art. 15 para. 2 let. a),

3.

granted (written) sales rights (Art. 15 para. 2 let. b),

4.

other equity derivatives (Art. 15 para. 2);

b.

disposal positions:

1.

sales rights (Art. 15 para. 2 let. a),

2.

granted (written) conversion and acquisition rights (Art. 15 para. 2 let. b),

3.

other equity derivatives (Art. 15 para. 2).

² The positions requiring notification shall be calculated for companies with registered office in Switzerland based on the total number of voting rights in accordance with the entry in the commercial register. The calculation of the positions requiring notification for companies with registered office abroad shall be based on the publication in accordance with Article 115 paragraph 3 FinMIO.

(Art. 120 paras. 1, 4 and 5, 123 para. 1 FinMIA)

¹ Equity derivatives for the purpose of this Ordinance are instruments whose values are derived, at least partially, from the value or performance of equity securities of companies under Article 120 para. 1 FinMIA.

² The following shall be reported:

a.

the acquisition or disposal of convertible and acquisition rights, particularly call options, and of sales rights, particularly put options which are designed for or permit physical settlement;

b.

the granting (writing) of convertible and acquisition rights, particularly call options, and of sales rights, particularly put options which are designed for or permit physical settlement; and

c.

equity derivatives designed for or permitting cash settlement as well as other contracts for difference, including financial futures.

³ The exercise or non-exercise of equity derivatives reported under paragraph 2 must be reported again if it leads to one of the thresholds under Article 120 paragraph 1 FinMIA being reached, exceeded or fallen below.

(Art. 120 paras. 1 and 4, 123 para. 1 FinMIA)

¹ A notification duty applies in particular when one of the thresholds under Article 120 paragraph 1 FinMIA is achieved, exceeded or fallen below of:

a.

due to an increase, decrease or restructuring of share capital;

b.

due to the acquisition or disposal of proprietary equity securities by a company;

c.²⁰

due to the acquisition and disposal of equity securities for in-house funds in accordance with Article 71 of the Financial Services Act of 15 June 2018²¹ (FinSA);

d.

through the proportion of voting rights in the acquisition positions in accordance with Article 14 paragraph 1 letter a 1, alone, whether exercisable or not and regardless of whether the total proportion of voting rights including equity derivatives under Article 15 reaches, exceeds or falls below a threshold;

e.

when transferring equity securities by virtue of the law or following a court or authority ruling.

² Changes in information under Article 22 paragraphs 1 letters d and e, 2 letters c, d and f and 3 again trigger a notification duty.

(Art. 120 para. 1, 123 para. 1 FinMIA)

¹ Lending transactions and similar transactions, such as repurchase agreements or collateral transactions with transfer of ownership must be reported.

² The notification duty is only incumbent on the contracting party acquiring temporary ownership of the securities through such transactions:

a.

for lending transactions: the borrower;

b.

for repurchase agreements: the buyer; and

c.

for collateral transactions: the collateral taker.

³ On expiry of the transaction, the returning contracting party under paragraph 2 is again subject to a notification duty if a threshold in accordance with Article 120 paragraph 1 FinMIA is reached or fallen below.

⁴ Lending transactions and repurchase agreements do not need to be reported if they are processed in a standardised manner via trading platforms for liquidity management purposes.

(Art. 120 para. 1, 121, 123 para. 1 FinMIA)

¹ The notification duties under Article 120 paragraph 1 FinMIA for shareholdings held by approved collective investment schemes under the Collective Investment Schemes Act of 23 June 2006²² (CISA) must be met by the licence holder²³ (Art. 5 para. 1 in conjunction with Article 2 paragraph 1 letter d FinIA, Article 13 paragraph. 2 letters a-d CISA and Article 15 paragraph 1 letter e in conjunction with Article 120 paragraph 1 CISA).²⁴

² Fulfilling the notification duty involves:

a.

Notification duties for more than one collective investment scheme of the same licence holder shall be fulfilled comprehensively (i.e. including all collective investment schemes) and for each collective investment scheme if they individually reach, exceed or fall below relevant thresholds.

b.

Fund management companies within a group of companies are not required to aggregate their holdings with the holdings of said group of companies.

c.

The notification duty of externally managed investment companies with variable capital (SICAV) is met by the fund management company.

d.

Each sub-fund of an open-ended collective investment scheme with sub-funds qualifies as an individual collective investment scheme under paragraph 1.

³ For foreign collective investment schemes not approved for offer which do not depend on a group of companies, the notification duties in Article 120 paragraph 1 FinMIA shall be met by the fund management company or the legal entity itself. The requirements of paragraph 2 apply.²⁵

⁴ For foreign collective investment schemes not approved for offer which depend on a group of companies, the reporting requirements in Article 120 paragraph 1 FinMIA are met by the group.²⁶

⁵ The independence of the fund management company or the legal entity is contingent on the following:

a.

personal independence: Persons controlling the exercise of the voting right for the fund management company or legal entity act independently of the group parent company and those companies under its control;

b.

organisational independence: The group ensures through its organisational structures:

1.

that the group parent company and other companies under its control do not influence the fund management company or legal entity in exercising voting rights either through instructions or by any other method, and

2.

that no information is exchanged or disseminated between the fund management company or legal entity and the group parent company or other companies under its control which could influence the exercise of voting rights.

⁶ The group of companies must provide the competent disclosure office with the following documents for those cases under paragraph 3:

a.

a list with the names of the fund management companies or legal entities;

b.

a declaration that the independence requirements in paragraphs 3 and 5 are fulfilled and maintained.

⁷ The group of companies must provide the competent disclosure office with details of every change to the list under paragraph 6 letter a.

⁸ For those cases under paragraph 3, the competent disclosure office may request further documentation supporting compliance with the independence conditions at any time.

⁹ Details of the investor's identity are not required.

(Art. 123 para. 2 FinMIA)

¹ When calculating their acquisition positions (Art. 14 para. 1 let. a) and disposal positions (Art. 14 para. 1 let. b), banks and securities firms under the FinIA may disregard equity securities and equity derivatives which they hold:²⁷

a.

in their trading book, provided their share does not reach 5% of voting rights;

b.

as part of securities loans, collateral transactions or repurchase agreements provided their share does not reach 5% of voting rights;

c.

only for up to two trading days and exclusively for clearing and settling purposes.

² The calculation under paragraph 1 is only permitted if there is no intention to exercise the voting rights or to intervene in the management of the issuer'²⁸ in any other way, and the voting share does not exceed 10% of the voting rights.

³ Equity securities for in-house funds under Article 71 FinSA shall be attributed to the bank's or securities firm's proprietary holdings.²⁹

(Art. 123 para. 1 FinMIA)

¹ From the publication of the pre-announcement or of the prospectus (offer prospectus) of the takeover offer until the end of the extension period, the following persons are subject exclusively to the notification duties of the Takeover Board based on Article 134 paragraph 5 FinMIA:

a.

the offeror³⁰;

b.

persons acting in concert or as an organised group with the offeror;

c.

persons under Article 134 paragraph 1 FinMIA holding at least 3% of the voting rights directly, indirectly or in concert with third parties, whether exercisable or not, in the target company or, if applicable, in another company whose equity securities are being offered in exchange;

d.

persons designated by the Takeover Board in accordance with Article 134 paragraph 3 FinMIA.

² Cases requiring notification which occur during the takeover proceedings must be reported in accordance with the provisions of this Ordinance after expiry of the extension period.

³ Paragraphs 1 and 2 do not apply to the buy-back of proprietary equity securities.

(Art. 123 paras. 1 and 3 FinMIA)

¹ Requests for a preliminary ruling regarding the applicability of a notification duty must be submitted to the competent disclosure office in good time prior to the transaction.

² The competent disclosure office may exceptionally admit requests for already concluded transactions.

(Art. 123 para. 1 FinMIA)

¹ The notification contains the following details:

a.

the proportion of voting rights, type and number of all equity securities or equity derivatives under Article 15 and the associated voting rights held by the persons involved. When falling below the threshold of 3%, the notification to that effect may be given without specifying the actual voting proportion;

b.

the trigger event, such as:

1.

acquisition,

2.

disposal,

3.

transfer of voting rights with full discretionary power (Art. 120 para. 3 FinMIA),

4.

exercising or non-exercising of equity derivatives under Article 15,

5.

securities lending and similar transactions under Article 17,

6.

change in share capital,

7.

court or authority ruling,

8.

acting in concert,

9.

change in the composition of a group, or

10.

change in notified details;

c.

date of the triggering of the notification duty;

d.

transfer date of the equity securities, if different to the triggering date of the notification duty;

e.

last name, first name and place of residence or corporate name and registered office of the acquiring, disposing or associated persons.

² In the following instances, the information in paragraph 1 shall be supplemented with:

a.³¹

in the cases outlined in Article 120 paragraph 3 FinMIA:

1.

concerning the notification of the person with full discretionary powers over the exercise of the voting rights: the proportion of voting rights covered by the authorisation to exercise,

2.

where the notification is not submitted by the person with full discretionary powers to exercise voting rights, but by the person who directly or indirectly controls the person with full discretionary powers to exercise voting rights (consolidated reporting): a respective reference;

b.

when acting in concert or as an organised group under Article 12: the details in accordance with Article 121 FinMIA and Article 12 paragraph 3 of this Ordinance;

c.

for equity derivatives under Article 15 with an International Securities Identification Number (ISIN): the ISIN;

d.

for equity derivatives under Article 15, without an ISIN: the relevant details, including:

1.

the identity of the issuer,

2.

the underlying,

3.

the subscription ratio,

4.

the strike price,

5.

the exercise period,

6.

the exercise type;

e.³²

for collective investment schemes in accordance with Article 18 paragraph 3: confirmation that the requirements under Article 18 paragraph 5 are met;

f.

for transactions under Article 17:

1.

the proportion of voting rights, type and number of transferred equity securities or equity derivatives under Article 15 and the associated voting rights,

2.

the nature of the transaction,

3.

the agreed time of return or, whether the party subject to the notification duty under Article 17 paragraph 2 or the counterparty has discretion as to the time of return.

³ In the event of an indirect acquisition or indirect disposal (Art. 11), the notification must contain the full details of the person making the direct acquisition or disposal as well as of the beneficial owner.

(Art. 123 para. 1 FinMIA)

Every notification to the disclosure office and company must contain the details of a contact person including their last name, first name, address, telephone number and e-mail address.

(Art. 123 para. 1 FinMIA)

¹ The notification must be received by the company and competent disclosure office within four trading days following the triggering of the notification duty. The disclosure office shall supply the requisite forms.

² In the event of an acquisition through inheritance, the period under paragraph 1 is twenty trading days.

³ The company must publish the notification within two trading days of receiving it.

⁴ For transactions in proprietary securities, the company must provide notification to the competent disclosure office and publish the notification within four trading days following the triggering of the notification duty.

(Art. 123 para. 1, 124 FinMIA)

¹ The company publishes the notification pursuant to Article 22 via the electronic publishing platform of the competent disclosure office. It must also refer to the previous publication relating to the same notifying person.

² If a company fails to publish a notification or if it publishes an incomplete or erroneous notification, the disclosure offices may publish the necessary information without delay and invoice the company for the costs incurred through the substitute measure. The disclosure offices may publish the reasons for the substitute measure. The company must be informed in advance.

(Art. 123 paras. 1 and 2, 124 FinMIA)

¹ Exemptions or easing provisions to the duty of notification and publication may be granted, provided there is good cause for doing so, and particularly if the transactions:

a.

are of short-term nature;

b.

do not entail any intention to exercise the voting right; or

c.

are subject to conditions.

² Requests to this effect must be made to the competent disclosure office prior to the transaction in question.

³ Requests for completed transactions shall only be admitted by the competent disclosure office as an exception and in extraordinary circumstances.

(Art. 123, 124 FinMIA)

¹ Stock exchanges have a dedicated office (disclosure office) for monitoring the duty of notification and publication. The disclosure office also processes requests for a preliminary ruling (Art. 21) and for exceptions and easing provisions (Art. 26).

² If the establishment of such an office proves excessive, this role may be transferred to another stock exchange; the regulations governing the cooperation must be submitted to FINMA for approval.

³ The disclosure offices keep the public informed of their activities. They may issue communications and regulations and publish information required to fulfil the purpose of the law in an appropriate format. As a rule, recommendations are published in anonymous form.

⁴ The disclosure offices may request adequate compensation for any duties commissioned by FINMA and for processing requests. The rates must be submitted to FINMA for approval.

(Art. 123, 124 FinMIA)

¹ Requests for a preliminary ruling (Art. 21) and for exemptions or easing provisions (Art. 26) must contain the relevant facts, motion and statement of reasons. The facts must be documented appropriately and have to include all the details outlined in Article 22.

² The disclosure office issues recommendations to the applicants; these must be substantiated and submitted to FINMA.

³ The disclosure office may address its recommendations to the company. Fundamental interests of the applicant, such as business secrets, remain reserved.

⁴ FINMA issues a decision, if:

a.

it wishes to rule on the matter itself;

b.

the applicant rejects or fails to observe the recommendation; or

c.

the disclosure office approaches it for a decision.

⁵ If FINMA wishes to decide on the matter itself, it shall make its intentions known within five trading days.

⁶ A rejected recommendation must be substantiated by the applicant in a submission to FINMA within five trading days. FINMA may extend this deadline on request.

⁷ In cases under paragraph 4, FINMA shall immediately initiate proceedings and inform the disclosure office and parties to that effect. It shall also instruct the disclosure office to submit its files.

(Art. 8, 31, 123 para. 1 FinMIA)

FINMA may instruct the disclosure offices to conduct investigations.

(Art. 135 para. 4 FinMIA)

In addition to Art. 135 FinMIA and the following provisions, Articles 125-134, 136-141, 152 and 163 FinMIA and the implementing provisions of the Federal Council and Takeover Board pertaining to public takeover offers apply to the duty to make an offer.

(Art. 135 paras. 1 and 4 FinMIA)

The duty to make an offer is incumbent on any person who acquires equity securities directly or indirectly and, by doing so, exceeds the legal or statutory threshold under Article 135 paragraph 1 FinMIA (threshold).

(Art. 135 paras. 1 and 4 FinMIA)

Article 120 paragraph 5 FinMIA and Article 11 of this Ordinance apply by analogy to those holdings of the target company requiring an offer when making an indirect acquisition.

(Art. 135 paras. 1 and 4, 136 para. 2 FinMIA)

Article 12 paragraph 1 applies to persons acting in concert or as an organised group to acquire holdings requiring an offer with respect to the target company with the aim of controlling the target company.

(Art. 135 paras. 1 and 4 FinMIA)

¹ The threshold is calculated based on the total number of voting rights in accordance with the entry in the commercial register.

² When determining whether the threshold has been exceeded, all equity securities are taken into account which are owned by the acquiring person or whose voting rights have been transferred to the acquiring person in another way, regardless of whether the voting rights may be exercised.

³ Voting rights restricted to a power of attorney granted solely for the purposes of representation at one general meeting are excluded from the calculation.

(Art. 135 paras. 1 and 4 FinMIA)

¹ The duty to make an offer must be extended to all types of listed equity securities of the target company.

² It must also include new equity securities created through equity derivatives, if the associated rights are exercised prior to expiry of the extension under Article 130 paragraph 2 FinMIA.

(Art. 135 para. 4, 136 para. 2, 163 FinMIA)

If the person previously entitled to the equity securities was subject to the duty to make an offer for all equity securities on exceeding the threshold of 50% of voting rights pursuant to the transitional regulation of Article 163 FinMIA, this duty passes over to the person acquiring a holding between 33⅓ and 50% of the voting rights, if that person is exempted from the duty to make an offer under Article 136 paragraph 2 FinMIA.

(Art. 135 para. 4 FinMIA)

A person who reduces a holding of 50% or more of the voting rights in a company acquired prior to 1 January 1998 to under 50% must make an offer under Article 135 FinMIA, if the said person's holding subsequently exceeds the threshold of 50%.

(Art. 135 paras. 1 and 4, 136 para. 2 FinMIA)

¹ The duty to make an offer may not be made subject to conditions unless there is good cause for doing so.

² Good cause is particularly present if:

a.

an official authorisation is required for the acquisition;

b.

the equity securities to be acquired do not procure voting rights; or

c.

the offeror wants the specifically mentioned economic substance of the target company to remain unchanged.

(Art. 135 paras. 1 and 4 FinMIA)

¹ The mandatory offer must be made within two months of exceeding the threshold.

² The Takeover Board may grant an extension if there is good cause for doing so.

(Art. 135 para. 4, 136 FinMIA)

¹ The duty to make an offer lapses, if:

a.

the threshold is exceeded during a restructuring resulting from a capital reduction immediately followed by a capital increase for the purpose of offsetting a loss;

b.³³

banks or securities firms under FinIA acting independently or as a syndicate acquire equity securities as part of an issue and undertake to sell the number of equity securities exceeding the threshold within three months after exceeding the threshold and the sale actually takes place within this period.

² The claim to an exception under paragraph 1 or Article 136 paragraph 2 FinMIA has to be notified to the Takeover Board. The Takeover Board shall initiate an administrative procedure within five trading days if it has reason to suspect that the conditions in paragraph 1 are not met.

³ The Takeover Board may extend the period under paragraph 1 letter b upon application if there is adequate justification for doing so.

(Art. 135, 136 para. 1 FinMIA)

¹ In the cases outlined under Article 136 paragraph 1 FinMIA and in other justified cases, a person obliged to make an offer may be exempted from the duty to make an offer if there is good cause for doing so.

² Further justified cases under Article 136 paragraph 1 FinMIA are particularly those cases where:

a.

the acquiring person cannot control the target company because another person or group has a higher voting share;

b.

a member of an organised group in accordance with Article 136 paragraph 1 letter a FinMIA exceeds the threshold individually; or

c.

the previous acquisition was made indirectly (Art. 32), provided this acquisition is not one of the main purposes of the transaction and the interests of the target company's shareholders remain preserved.

³When granting exceptions conditions may be attached; in particular the acquiring person may be made subject to certain obligations.

⁴ The conditions under paragraph 3 transfer to a legal successor who acquires a shareholding exceeding 33⅓% even if the legal successor is exempt from the duty to make an offer under Article 136 paragraph 2 FinMIA.

(Art. 135 paras. 2-4 FinMIA)

¹ The offer price must be at least equal to the stock exchange price for every type of equity security in the target company.

² The stock exchange price in accordance with Article 135 paragraph 2 letter a FinMIA corresponds to the volume-weighted average price of the on-order-book trades of the last 60 trading days prior to the publication of the offer or to the pre-announcement.

³ It must be adjusted to negate the effects of significant price influences triggered by special events, such as a dividend distribution or capital transactions, to which it is subject during this period. An audit firm in accordance with Article 128 paragraph 1 FinMIA must confirm the adequacy of the adjustment and show the calculation basis in its report.

⁴ If the listed equity securities are not liquid prior to the publication of the offer or the pre-announcement, the audit firm has to carry out a valuation of the company. The report shall outline the valuation methods and the basis for the valuation as well as provide an explanation of whether and, if so, to what extent, the setting of the minimum price is to deviate from the stock exchange price or company value.

(Art. 135 paras. 2-4 FinMIA)

¹ The price of the previous acquisition under Article 135 paragraph 2 letter b FinMIA corresponds to the highest price paid by the buyer for equity securities in the target company over the past 12 months prior the to publication of the offer or to the pre-announcement.

² It must be defined separately for each type of equity security. The price of the most expensive equity security relative to the nominal value shall form the basis for setting the appropriate ratio between the prices of different types of equity securities under Article 135 paragraph 3 FinMIA.

³ The equity securities in the target company acquired through the exchange of securities as part of the previous acquisition shall be calculated at their value at the time of the exchange.

⁴ If the person buying or selling has added other benefits in addition to the main payment for the previous acquisition, and in particular if the person has provided guarantees or benefits in kind, the price for the previous purchase shall be reduced or increased correspondingly.

⁵ An audit firm (Art. 128 FinMIA) must review the valuation of the equity securities under paragraph 3 and the adequacy of the increase or decrease under paragraph 4 and present its calculation details in its report.

(Art. 135 paras. 2-4 FinMIA)

¹ If the prior acquisition was indirect within the meaning of Article 32 in conjunction with Article 11 letter c, the offeror must disclose in the offer prospectus the share of the total price paid attributable to the target company's equity securities.

² The valuation of this share must be audited by an audit firm.

(Art. 135 paras. 2-4 FinMIA)

¹ The offer price may be paid in cash or exchanged against securities.

² Payment against exchange of securities is permitted provided full payment in cash is offered as an alternative.

(Art. 135 paras. 2-4 FinMIA)

Article 42 paragraphs 2-4 apply to determining the value of the securities offered in exchange.

(Art. 135 paras. 2-4 FinMIA)

The Takeover Board may grant exemptions from the regulations of this section (Art. 40-44) to the offeror in individual cases if there is good cause for doing so.