Exhibit 1.1

2

ABB LTD, ZURICH

—

MARCH 24, 2022

Articles of Incorporation

of ABB Ltd, Zurich

This is a translation of the original German version. 

In case of any discrepancy, the German version shall prevail.

ARTICLES OF INCORPORATION

3

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SECTION 1:

Name, Place of Incorporation,

Purpose and Duration

Name, Place of

Incorporation

ARTICLE 1

Under the name 

ABB Ltd 

ABB AG 

ABB SA 

there exists a corporation with its place of incorporation in Zurich.

Purpose

ARTICLE 2

1.

The purpose of the Company is to hold interests in business enterprises,

particularly in enterprises active in the areas of industry, trade and services.

2.

The Company may acquire, encumber, exploit or sell real estate and intellectual

property rights in Switzerland and abroad and may also finance other

companies.

3.

The Company may engage in all types of transactions and may take all

measures that appear appropriate to promote, or that are related to, the

purpose of the Company.

4.

In pursuing its purpose, the Company shall strive for long-term sustainable

value creation.

Duration

ARTICLE 3

The duration of the Company shall be unlimited.

4

—

SECTION 2:

Share Capital

Share Capital

ARTICLE 4

1

The share capital of the Company is CHF 235 769 409.00 and is divided into

1 964 745 075 fully paid registered shares. Each share has a par value of

CHF 0.12.

2

Upon resolution of the General Meeting of Shareholders, registered shares may

be converted into bearer shares and bearer shares may be converted into

registered shares.

Contingent

Share Capital

ARTICLE 4

BIS

1

The share capital may be increased in an amount not to exceed CHF 25 200 000

through the issuance of up to 210 000 000 fully paid registered shares with a

par value of CHF 0.12 per share, 

a)

up to the amount of CHF 24 000 000 through the exercise of conversion

rights and/or warrants granted in connection with the issuance on national

or international capital markets of newly or already issued bonds or other

financial market instruments by the Company or one of its group

companies, and 

b)

up to the amount of CHF 1 200 000 through the exercise of warrant rights

granted to the shareholders by the Company or one of its group

companies. The Board of Directors may grant warrant rights not taken up

by shareholders for other purposes in the interest of the Company.

The pre-emptive rights of the shareholders shall be excluded in connection with

the issuance of convertible or warrant-bearing bonds or other financial market

instruments or the grant of warrant rights. The then current owners of

conversion rights and/or warrants shall be entitled to subscribe for the new

shares. The conditions of the conversion rights and/or warrants shall be

determined by the Board of Directors.

2

The acquisition of shares through the exercise of conversion rights and/ or

warrants and each subsequent transfer of the shares shall be subject to the

restrictions of Art. 5 of these Articles of Incorporation.

3

In connection with the issuance by the Company or one of its group companies

of convertible or warrant-bearing bonds or other financial market instruments,

the Board of Directors shall be authorized to restrict or deny the advance

subscription rights of shareholders if such issuances are for the purpose of

financing or refinancing the acquisition of an enterprise, parts of an enterprise,

participations or new investments or the issuance on national or international

capital markets.

ARTICLES OF INCORPORATION

5

If advance subscription rights are denied by the Board of Directors, the

following shall apply: the convertible or warrant-bearing bonds or other

financial market instruments shall be issued at the relevant market conditions

and the new shares shall be issued pursuant to the relevant market conditions

taking into account the share price and/or other comparable instruments

having a market price. Conversion rights may be exercised during a maximum

10-year period, and warrants may be exercised during a maximum 7-year

period, in each case from the date of the respective issuance. The advance

subscription rights of the shareholders may be granted indirectly.

4

The share capital may be increased in an amount not to exceed CHF 11 284 656

through the issuance of up to 94 038 800 fully paid registered shares with a par

value of CHF 0.12 per share by the issuance of new shares to employees of the

Company and group companies. The pre-emptive and advance subscription

rights of the shareholders of the Company shall thereby be excluded. The

shares or rights to subscribe for shares shall be issued to employees pursuant to

one or more regulations to be issued by the Board of Directors, taking into

account performance, functions, levels of responsibility and profitability criteria.

Shares or subscription rights may be issued to employees at a price lower than

that quoted on the stock exchange.

5

The acquisition of shares within the context of employee share ownership and

each subsequent transfer of the shares shall be subject to the restrictions of Art.

5 of these Articles of Incorporation.

Authorized

Share Capital

ARTICLE 4

TER

1

The Board of Directors shall be authorized to increase the share capital in an

amount not to exceed CHF 24 000 000 through the issuance of up to

200 000 000 fully paid registered shares with a par value of CHF 0.12 per share

by not later than March 25, 2023. Increases in partial amounts shall be

permitted.

2

The subscription and acquisition of the new shares, as well as each subsequent

transfer of the shares, shall be subject to the restrictions of Art. 5 of these

Articles of Incorporation.

3

The Board of Directors shall determine the date of issue of new shares, the issue

price, the type of payment, 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

banking institution, a syndicate or another third party with a subsequent offer

of these shares to the shareholders. The Board of Directors may permit pre-

emptive rights that have not been exercised to expire or it may place these

rights and/or shares as to which pre-emptive rights have been granted but not

exercised, at 

6

market conditions or use them for other purposes in the interest of the

Company.

4

The Board of Directors is further authorized to restrict or deny the pre-emptive

rights of shareholders and allocate such rights to third parties if the shares are

to be used:

a)

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

b)

for the purpose of broadening the shareholder constituency in connection

with a listing of shares on domestic or foreign stock exchanges.

Share Register

and Restrictions

on Registration,

Nominees

ARTICLE 5

1

The Company shall maintain a share register listing the surname and first name

(in the case of legal entities, the company name) and address of the holders and

usufructuaries of the registered shares. 

2

Acquirers of registered shares shall be registered upon request in the share

register as shareholders with the right to vote, provided that they expressly

declare that they acquired the registered shares in their own name and for their

own account.

3

If persons fail to expressly declare in their registration applications that they

hold the shares for their own account (the “Nominees”), the Board of Directors

shall enter such persons in the share register with the right to vote, provided

that the Nominee has entered into an agreement with the Board of Directors

concerning his status and is subject to a recognized bank or financial market

supervision.

4

After hearing the registered shareholder or Nominee, the Board of Directors

may cancel registrations in the share register, retroactive to the date of

registration, if such registrations were made based on incorrect information. The

relevant shareholder or Nominee shall be informed immediately as to the

cancellation.

5

The Board of Directors shall regulate the details and issue the instructions

necessary for compliance with the preceding provisions. In special cases, it may

grant exemptions from the rule concerning Nominees. The Board of Directors

may delegate its duties.

6

Notwithstanding paras. 2–4 of this article, acquirers of registered shares may be

registered in the share register with Euroclear Sweden AB (“Euroclear”) in

accordance with Swedish law.

ARTICLES OF INCORPORATION

7

Share Certificates

and

Intermediated

Securities

ARTICLE 6

1

The Company may issue its registered shares in the form of single certificates,

global certificates and uncertificated securities. 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.

2

If registered shares are issued in the form of single certificates or global

certificates, they shall bear the signatures of two members of the Board of

Directors. These signatures may be facsimile signatures. 

3

The shareholder has no right to demand a conversion of the form of the

registered shares. Each shareholder may, however, at any time request a written

confirmation from the Company of the registered shares held by such

shareholder, as reflected in the share register.

4

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.

5

Uncertificated registered shares registered with Euroclear may be pledged in

accordance with Swedish law.

Exercise of Rights

ARTICLE 7

1

The Company shall only accept one representative per share.

2

The right to vote and rights relating thereto under a registered share may be

exercised vis-à-vis the Company only by a shareholder, usufructuary or

Nominee registered in the share register with the right to vote.

Dividend

Access Facility

ARTICLE 8

1

The Company has established a dividend access facility under which

shareholders who are resident in Sweden have the option to be registered with

Euroclear as holders of a total of up to 600 004 716 registered shares of the

Company, with suspended dividend entitlement. The claim to dividends against

the Company on such registered shares shall be suspended as long as such

registered shares are registered with Euroclear. In lieu thereof, on each such

registered share, an amount equivalent to the dividend resolved on a registered

share of the Company shall be paid in Swedish krona by ABB Norden Holding

AB based on the dividend entitlement on a preference share.

2

In deciding on the appropriation of dividends, the General Meeting of

Shareholders shall take into account that the Company will pay dividends only

on shares that do not participate in the dividend access facility.

8

—

SECTION 3:

Corporate Bodies

A. General Meeting of

Shareholders

Competence

ARTICLE 9

The General Meeting of Shareholders is the supreme body of the Company.

Ordinary

General

Meetings

ARTICLE 10

The Ordinary General Meeting of Shareholders shall be held each year within six

months after the close of the fiscal year of the Company; the business report, the

compensation report and the Auditors’ reports shall be made available for

inspection by the shareholders at the place of incorporation of the Company by no

later than twenty days prior to the meeting. Each shareholder is entitled to request

immediate delivery of a copy of these documents. Shareholders will be notified of

this in writing.

Extraordinary

General Meetings

ARTICLE 11

1

Extraordinary General Meetings of Shareholders shall be held when deemed

necessary by the Board of Directors or the Auditors.

2

Furthermore, Extraordinary General Meetings of Shareholders shall be convened

upon resolution of a General Meeting of Shareholders or if this is requested by

one or more shareholders who represent an aggregate of at least one-tenth of

the share capital and who submit a petition signed by such shareholder(s),

specifying the items for the agenda and the proposals.

Notice of

General

Meetings

ARTICLE 12

1

Notice of General Meetings of Shareholders shall be given by the Board of

Directors or, if necessary, by the Auditors, by no later than twenty days prior to

the meeting date. Notice of the meeting shall be given by way of an

announcement appearing once in the official publication organ of the

Company. Shareholders may also be informed by ordinary mail. Liquidators and

representatives of bondholders shall also be entitled to call a General Meeting

of Shareholders.

2

The notice of a meeting shall state the items on the agenda and the proposals

of the Board of Directors and of the shareholders who demanded that a General

Meeting of Shareholders be held or that an item be included on the agenda

and, in case of elections, the names of the nominated candidates.

ARTICLES OF INCORPORATION

9

Agenda

ARTICLE 13

1

One or more shareholders whose combined shareholdings represent an

aggregate par value of at least CHF 48 000 may demand that an item be

included on the agenda of a General Meeting of Shareholders. Such inclusion

must be requested in writing at least forty days prior to the meeting and shall

specify the agenda items and proposals of such shareholder(s).

2

No resolutions may be passed at a General Meeting of Shareholders concerning

agenda items for which proper notice was not given. This provision shall not

apply, however, to proposals made during a General Meeting of Shareholders

to convene an Extraordinary General Meeting of Shareholders or to initiate a

special audit.

3

No previous notification shall be required for proposals concerning items

included on the agenda and for debates as to which no vote is taken.

Presiding

Officer, Minutes,

Vote Counters

ARTICLE 14

1

The General Meeting of Shareholders shall be held at the place of incorporation

of the Company, unless the Board of Directors decides otherwise. The Chairman

of the Board or, in his absence, a Vice-Chairman or any other Member

appointed by the Board, shall take the chair. 

2

The presiding officer shall appoint the secretary and the vote counters. The

minutes shall be signed by the presiding officer and the secretary. 

3

The presiding officer shall have all powers and authority necessary to ensure the

orderly and undisturbed conduct of the General Meeting of Shareholders.

Proxies

ARTICLE 15

1

The Board of Directors shall issue procedural rules regarding participation in

and representation at the General Meeting of Shareholders. 

2

A shareholder may be represented only by the independent proxy

("Unabhängiger Stimmrechtsvertreter"), his legal representative or, by means of

a written proxy, another shareholder with the right to vote. All shares held by

one shareholder may be represented by only one representative. 

3

The General Meeting of Shareholders shall elect the independent proxy for a

term of office extending until completion of the next Ordinary General Meeting

of Shareholders. Re-election is possible. 

4

If the Company does not have an independent proxy, the Board of Directors

shall appoint the independent proxy for the next General Meeting of

Shareholders.

10

Voting Rights

ARTICLE 16

Subject to Art. 5 para. 2 of these Articles of Incorporation, each share shall grant the

right to one vote.

Resolutions,

Elections

ARTICLE 17

1

Unless otherwise required by law, the General Meeting of Shareholders shall

pass resolutions and decide elections upon an absolute majority of the votes

represented.

2

Resolutions and elections shall be decided by a show of hands, unless a secret

ballot is resolved by the General Meeting of Shareholders or is ordered by the

presiding officer. The presiding officer may also arrange for resolutions and

elections to be carried out by electronic means. Resolutions and elections

carried out by electronic means are deemed to have the same effect as secret

ballots.

3

The presiding officer may at any time order that an election or resolution be

repeated if, in his view, the results of the vote are in doubt. In this case, the

preceding election or resolution shall be deemed to have not occurred.

4

If the first ballot fails to result in an election and more than one candidate is

standing for election, the presiding officer shall order a second ballot in which a

relative majority shall be decisive.

Specific Powers

of the General

Meeting

ARTICLE 18

The following powers shall be vested exclusively in the General Meeting of

Shareholders:

a)

adoption and amendment of the Articles of Incorporation;

b)

election of the members of the Board of Directors, the Chairman of the Board of

Directors, the members of the Compensation Committee, the Auditors and the

independent proxy;

c)

approval of the annual management report and consolidated financial

statements;

d)

approval of the annual financial statements and decision on the allocation of

profits shown on the balance sheet, in particular with regard to dividends;

e)

approval of the compensation of the Board of Directors and of the Executive

Committee pursuant to Article 34 of these Articles of Incorporation;

f)

granting discharge to the members of the Board of Directors and the persons

entrusted with management;

g)

passing resolutions as to all matters reserved to the authority of the General

Meeting by law or under these Articles of Incorporation or that are submitted to

the General Meeting by the Board of Directors, subject to Art. 716a Swiss Code

of Obligations.

ARTICLES OF INCORPORATION

11

Special

Quorum

ARTICLE 19

The approval of at least two-thirds of the votes represented shall be required for

resolutions of the General Meeting of Shareholders with respect to:

a)

a modification of the purpose of the Company;

b)

the creation of shares with increased voting powers;

c)

restrictions on the transfer of registered shares and the removal of such

restrictions;

d)

restrictions on the exercise of the right to vote and the removal of such

restrictions;

e)

an authorized or conditional increase in share capital;

f)

an increase in share capital through the conversion of capital surplus, through

an in-kind contribution or in exchange for an acquisition of property, and a

grant of special benefits;

g)

the restriction or denial of pre-emptive rights;

h)

a transfer of the place of incorporation of the Company;

i)

the dissolution of the Company.

B. Board of Directors

Number

of Directors

ARTICLE 20

The Board of Directors shall consist of no fewer than 7 and no more than 13

members.

Election, Term

of Office

ARTICLE 21

1

The members of the Board of Directors and the Chairman of the Board of

Directors shall be individually elected by the General Meeting of Shareholders

for a term of office extending until completion of the next Ordinary General

Meeting of Shareholders.

2

Members whose terms of office have expired shall be immediately eligible for

re-election.

3

If the office of the Chairman of the Board of Directors is vacant, the Board of

Directors shall appoint a new Chairman from among its members for a term of

office extending until completion of the next Ordinary General Meeting of

Shareholders.

Organization

of the Board,

Reimbursement

of Expenses

ARTICLE 22

1

Except for the election of the Chairman of the Board of Directors and the

members of the Compensation Committee by the General Meeting of

Shareholders, the Board of Directors shall constitute itself. It may elect from

among its members one or several Vice-Chairmen. It shall appoint a secretary

who need not be a member of the Board.

2

The members of the Board of Directors shall be entitled to the reimbursement

of all expenses incurred in the interests of the Company.

12

Convening of

Meetings

ARTICLE 23

The Chairman shall convene meetings of the Board of Directors if and when the

need arises or whenever a member or the chief executive officer so requests in

writing.

Resolutions

ARTICLE 24

1

In order to pass resolutions, at least a majority of the members of the Board of

Directors must be present. No attendance quorum shall be required for

resolutions of the Board of Directors providing for the confirmation of capital

increases or for the amendment of the Articles of Incorporation in connection

therewith.

2

Resolutions of the Board of Directors shall be adopted upon a majority of the

votes cast. In the event of a tie, the Chairman shall have the casting vote.

3

Resolutions may be passed by way of circulation (in writing), provided that no

member requests oral deliberation.

Specific Powers

of the Board

ARTICLE 25

1

The Board of Directors has, in particular, the following nondelegable and

inalienable duties:

a)

the ultimate direction of the business of the Company and the issuance of

the necessary instructions;

b)

the determination of the organization of the Company;

c)

the administration of accounting, financial control and financial planning;

d)

the appointment and removal of the persons entrusted with management

and representation of the Company;

e)

the ultimate supervision of the persons entrusted with management of the

Company, specifically in view of their compliance with law, these Articles of

Incorporation, the regulations and directives;

f)

the preparation of the business report, the compensation report and the

General Meetings of Shareholders as well as the implementation of the

resolutions adopted by the General Meetings of Shareholders;

g)

the adoption of resolutions concerning an increase in share capital to the

extent that such power is vested in the Board of Directors (Art. 651 para. 4

Swiss Code of Obligations) and of resolutions concerning the confirmation

of capital increases and corresponding amendments to the Articles of

Incorporation, as well as making the required report on the capital increase; 

h)

the notification of the court if liabilities exceed assets.

2

In addition, the Board of Directors may pass resolutions with respect to all

matters that are not reserved to the authority of the General Meeting of

Shareholders by law or under these Articles of Incorporation.

ARTICLES OF INCORPORATION

13

Delegation

of Powers

ARTICLE 26

Subject to Art. 25 of these Articles of Incorporation, the Board of Directors may

delegate management of the Company in whole or in part to individual directors or

to third persons pursuant to regulations governing the internal organization.

Signature

Power

ARTICLE 27

The due and valid representation of the Company by members of the Board of

Directors or other persons shall be set forth in regulations governing the internal

organization.

C. Compensation Committee

Number

of Members

ARTICLE 28

The Compensation Committee shall consist of no fewer than three members of the

Board of Directors.

Election, Term

of Office

ARTICLE 29

1

The members of the Compensation Committee shall be individually elected by

the General Meeting of Shareholders for a term of office extending until

completion of the next Ordinary General Meeting of Shareholders.

2

Members whose terms of office have expired shall be immediately eligible for

re-election.

3

If there are vacancies on the Compensation Committee, the Board of Directors

may appoint substitute members from among its members for a term of office

extending until completion of the next Ordinary General Meeting of

Shareholders.

Organization

of the

Compensation

Committee

ARTICLE 30

1

The Compensation Committee shall constitute itself. The Board of Directors

shall elect the chairman of the Compensation Committee.

2

The Board of Directors shall issue regulations establishing the organization and

decision-making process of the Compensation Committee.

Powers

ARTICLE 31

1

The Compensation Committee shall support the Board of Directors in

establishing and reviewing the compensation strategy and guidelines as well as

in preparing the proposals to the General Meeting of Shareholders regarding

the compensation of the Board of Directors and of the Executive Committee,

and may submit proposals to the Board of Directors in other compensation-

related issues.

14

2

The Board of Directors shall determine in regulations for which positions of the

Board of Directors and of the Executive Committee the Compensation

Committee shall submit proposals for the performance metrics, target values

and the compensation to the Board of Directors, and for which positions it shall

itself determine, in accordance with the Articles of Incorporation and the

compensation guidelines established by the Board of Directors, the

performance metrics, target values and the compensation.

3

The Board of Directors may delegate further tasks to the Compensation

Committee that shall be determined in regulations.

D. Auditors

Term, Powers

and Duties

ARTICLE 32

The Auditors, which shall be elected by the General Meeting of Shareholders each

year, shall have the powers and duties vested in them by law.

ARTICLES OF INCORPORATION

15

—

SECTION 4: 

Compensation of the Members

of the Board of Directors and of

the Executive Committee

General

Compensation

Principles

ARTICLE 33

1

Compensation of the members of the Board of Directors consists of fixed

compensation. Total compensation shall take into account position and level of

responsibility of the recipient.

2

Compensation of the members of the Executive Committee consists of fixed

and variable compensation elements. Fixed compensation comprises the base

salary and other compensation elements. Variable compensation may comprise

short-term and long-term variable compensation elements. Total compensation

shall take into account position and level of responsibility of the recipient.

3

Short-term variable compensation elements shall be governed by performance

metrics that take into account the performance of the Company, the group or

parts thereof, targets in relation to the market, other companies or comparable

benchmarks and/or individual targets, and achievement of which is generally

measured during a one-year period. Depending on achieved performance, the

compensation may amount to a multiplier of target level.

4

Long-term variable compensation elements shall be governed by performance

metrics that take into account strategic and/or financial objectives, achievement

of which is generally measured during a perennial period, as well as retention

elements. Depending on achieved performance, the compensation may amount

to a multiplier of target level.

5

The Board of Directors or, to the extent delegated to it, the Compensation

Committee shall determine the performance metrics and target levels of the

short- and long-term variable compensation elements, as well as their

achievement.

6

Compensation may be paid in the form of cash, shares, or in the form of other

types of benefits; for the Executive Committee, compensation may in addition

be paid in the form of share-based instruments or units. The Board of Directors

or, to the extent delegated to it, the Compensation Committee shall determine

grant, vesting, exercise and forfeiture 

16

conditions. In particular, they may provide for continuation, acceleration or

removal of vesting and exercise conditions, for payment or grant of

compensation based upon assumed target achievement, or for forfeiture, in

each case in the event of pre-determined events such as a change-of-control or

termination of an employment or mandate agreement. The Company may

procure the required shares through purchases in the market or by using

contingent share capital.

7

Compensation may be paid by the Company or companies controlled by it.

Approval of

Compensation by

the General

Meeting of

Shareholders

ARTICLE 34

1

The General Meeting of Shareholders shall approve the proposals of the Board

of Directors in relation to the maximum aggregate amounts of 

a)

compensation of the Board of Directors for the next term of office;

b)

compensation of the Executive Committee for the following financial year.

2

The Board of Directors may submit for approval by the General Meeting of

Shareholders deviating or additional proposals relating to the same or different

periods.

3

In the event the General Meeting of Shareholders does not approve a proposal

of the Board of Directors, the Board of Directors shall determine, taking into

account all relevant factors, the respective (maximum) aggregate amount or

(maximum) partial amounts, and submit the amount(s) so determined for

approval by a General Meeting of Shareholders.

4

Compensation may be paid out prior to approval by the General Meeting of

Shareholders subject to subsequent approval.

Supplementary

Amount for

Changes to the

Executive

Committee

ARTICLE 35

If the maximum aggregate amount of compensation already approved by the

General Meeting of Shareholders is not sufficient to also cover the compensation of

one or more persons who become members of the Executive Committee or are

being promoted within the Executive Committee after the General Meeting of

Shareholders has approved the compensation of the Executive Committee for the

relevant period, then the Company or companies controlled by it shall be

authorized to pay such members a supplementary amount during the

compensation period(s) already approved. The supplementary amount per

compensation period shall not exceed 30% of the maximum aggregate amount of

compensation of the Executive Committee last approved.

ARTICLES OF INCORPORATION

17

—

SECTION 5:

Agreements with Members of

the Board of Directors and the

Executive Committee, Credits

Agreements with

Members of the

Board of

Directors and the

Executive

Committee

ARTICLE 36

1

The Company or companies controlled by it may enter into agreements for a

fixed term or for an indefinite term with members of the Board of Directors

relating to their compensation. Duration and termination shall comply with the

term of office and the law.

2

The Company or companies controlled by it may enter into employment

agreements for a fixed term or for an indefinite term with members of the

Executive Committee. Employment agreements for a fixed term may have a

maximum duration of one year. Renewal is possible. Employment agreements

for an indefinite term may have a termination notice period of maximum twelve

months.

3

The Company or companies controlled by it may enter into non-compete

agreements with members of the Executive Committee for the time after

termination of employment. Their duration shall not exceed one year, and

consideration paid for such non-compete undertaking shall not exceed the last

total annual compensation of such member of the Executive Committee.

Credits

ARTICLE 37

Credits may not be granted to a member of the Board of Directors or of the

Executive Committee.

18

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SECTION 6:

Mandates Outside the Group

Mandates

Outside the

Group

ARTICLE 38

1

No member of the Board of Directors may hold more than ten additional

mandates, of which no more than four may be in listed companies.

2

No member of the Executive Committee may hold more than five mandates, of

which no more than one may be in a listed company.

3

The following mandates shall not be subject to the limitations set forth in paras.

1 and 2 of this Article:

a)

mandates in companies which are controlled by the Company or which

control the Company;

b)

mandates held at the request of the Company or companies controlled by

it. No member of the Board of Directors or of the Executive Committee shall

hold more than ten such mandates; and

c)

mandates in associations, charitable organizations, foundations, trusts,

employee welfare foundations, educational institutions, nonprofit

institutions and other similar organizations. No member of the Board of

Directors or of the Executive Committee shall hold more than twenty -five

such mandates.

4

Mandates shall mean mandates in the supreme governing body of a legal entity

which is required to be registered in the commercial register or a comparable

foreign register. Mandates in different legal entities that are under joint control

or same beneficial ownership are deemed one mandate.

ARTICLES OF INCORPORATION

19

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SECTION 7:

Annual Financial Statements,

Consolidated Financial

Statements and Profit Allocation

Fiscal Year,

Business Report

ARTICLE 39

1

The fiscal year shall close as of December 31 of each year, closing for the first

time on December 31, 1999. 

2

For each fiscal year, the Board of Directors shall prepare a business report

including the annual financial statements (consisting of the profit and loss

statements, balance sheet, cash flow statements and notes to the financial

statements), the annual management report and consolidated financial

statements.

Allocation of

Profit Shown on

the Balance

Sheet, Reserves

ARTICLE 40

1

The profit shown on the balance sheet shall be allocated by the General

Meeting of Shareholders within the limits set by applicable law. The Board of

Directors shall submit its proposals to the General Meeting of Shareholders. 

2

Further reserves may be taken in addition to the reserves required by law.

3

Dividends that have not been collected within five years after their expiry date

shall pass to the Company and be allocated to the general reserves.

20

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SECTION 8:

Announcements,

Communications

Announcements,

Communications

ARTICLE 41

1

The official publication organ of the Company shall be the Swiss Official Gazette

of Commerce.

2

To the extent that personal notification is not mandated by law, all

communications to the shareholders shall be deemed valid if published in the

Swiss Official Gazette of Commerce. Written communications by the Company

to its shareholders shall be sent by ordinary mail to the last address of the

shareholder or authorized recipient entered in the share register.