Articles of association

Articles of Association of DDM Holding AG with registered office in Baar, Switzerland.


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1. Company Name, Registered Seat, Purpose and Duration of the Company

Art. 1    
Company Name and Registered Seat
Under the Company name DDM Holding AG (DDM Holding SA) (DDM Holding Ltd), a corporation with its registered seat in Baar is established pursuant to articles 620 et seq. of the Swiss Code of Obligations (CO) and these articles of association (the Articles of Association). The duration of the Company shall be unlimited.


Art. 2    
Purpose
1 The purpose of the Company is to acquire, hold, administrate, finance and sell participations in enterprises in Switzerland and abroad.
2 The Company may establish branch offices and subsidiaries in Switzerland and abroad and participate in such enterprises.
3 The Company may acquire, hold and sell real estate for permanent business establishments and intellectual property rights.
4 The Company may perform any commercial, financial or other activities which are directly or indirectly linked to the purpose of the Company.
5 The Company may grant to its direct or indirect subsidiaries as well as to third parties, including its direct or indirect shareholders as well as their direct or indirect subsidiaries, direct or indirect financing and may further provide collateral of any kind for its own liabilities and for liabilities of such other third parties (including its direct or indirect subsidiaries as third parties, including its direct or indirect shareholders as well as their direct or indirect subsidiaries), including by way of pledge rights or fiduciary full title transfers of its assets or guarantees of any kind, whether with or without remuneration. In addition, the Company may with such other companies referred to above enter into cash pooling transactions, including cash pooling with zero balancing, with or without interest, under the exclusion of the corporate purpose to make profit and the Company may take bulk risks under such transactions.


2. Share Capital

Art. 3    
Share Capital
The share capital of the Company amounts to CHF 13,560,447.00 and is divided into 13,560,447 registered shares with a nominal value of CHF 1.00 each. The shares are fully paid-in.

Art. 3bis
Authorized Share Capital
1 The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 6,780,223.00 through the issuance of up to 6,780,223 fully paid-in registered shares with a nominal value of CHF 1.00 per share by not later than 31 May 2019. Increases in partial amounts shall be permitted.
2 The Board of Directors is further authorized (including in case of a public offer for shares of the Company) to restrict or deny the pre-emptive subscription rights of shareholders or allocate such rights to third parties in case of issuance of registered shares out of the authorized share capital set forth in Art. 3bis sec. 1 in the extent of up to CHF 3,390,111.00 through the issuance of up to 3,390,111 registered shares with a nominal value of CHF 1.00 per share, if the shares are to be used:
(a) for the acquisition of enterprises, parts of enterprises, or participations, or for new investments, or for the financing or refinancing of such transactions;
(b) for the purpose of the participation of a strategic partner or for the purpose of broadening the shareholder constituency in certain investor markets or in connection with a listing of the shares on domestic or foreign stock exchanges, including in connection with the grant of an over-allotment option to a consortium of banks; or
(c) for the participation of employees or members of the Board of Directors of the Company or of group companies.
3 The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the provisions of Art. 5 of the Articles of Association.
4 The Board of Directors shall determine the issue price, the type of payment, the date of issue of new shares, the conditions for the exercise of the pre-emptive subscription 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 and a subsequent offer of these shares to the current shareholders. The Board of Directors may permit pre-emptive subscription rights that have not been exercised to expire or it may place these rights and shares to which pre-emptive subscription rights have been granted but not exercised, at market conditions or use them for other purposes in the interest of the Company.

Art. 3ter
Conditional Share Capital
1 The share capital of the Company shall be increased by a maximum aggregate amount of CHF 1,500,000.00 through the issuance of a maximum of 1,500,000 registered shares, which shall be fully paid-in, with a nominal value of CHF 1.00 per share by  the exercise of conversion rights or option rights which are granted in connection with the issuance of loans, bonds or similar debt instruments, equity-linked instruments or other financial market instruments (collectively, the Financial Instruments) by the Company or one of its group companies. Such conversion rights or option rights may be issued at a price lower than that quoted on the stock exchange. The conversion or option conditions shall be determined by the Board of Directors.
2 When issuing Financial Instruments the Board of Directors may restrict or exclude the advance subscription rights and the pre-emptive rights of the shareholders in cases where they are issued (i) for the financing including re-financing of a take-over of an enterprise, of parts of an enterprise, or of participations or of investments by the Company or one of its group companies or (ii) for the placement on national or international capital markets (including private placements to one or more selected investors). If the advance subscription rights are restricted or excluded by a resolution of the Board of Directors, the following applies: the Financial Instruments are to be issued at market conditions (including standard dilution protection clauses in accordance with market practice) and the setting of the conversion or issue price of the new shares must take the stock market price of the shares or comparable instruments priced by the market at the time of issue or time of conversion into account. The conversion rights may be exercisable during a maximum of 15 years and option rights during a maximum of 7 years from the time of the respective issue; contingent conversion features may remain in place indefinitely.
3 The acquisition of registered shares through the exercise of conversion rights and of option rights or by the conversion of Financial Instruments with contingent conversion features and each subsequent transfer of the shares shall be subject to the provisions of Art. 5 of the Articles of Association.


Art. 3quater
Conditional Share Capital
1 The share capital of the Company shall be increased by a maximum aggregate amount of CHF 500,000.00 through the issuance of a maximum of 500,000 registered shares, which shall be fully paid-in, with a nominal value of CHF 1.00 per share by either the issuance of shares to employees or members of the Board of Directors of the Company or of group companies or the exercise of option rights which are granted to employees or members of the Board of Directors of the Company or of group companies, both according to one or more plan(s) to be drawn up by the board of directors, taking into account performance, functions, levels of responsibility and profitability criteria. Such shares or subscription rights may be issued at a price lower than that quoted on the stock exchange.
2 The advance subscription right and the pre-emptive subscription rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option rights and each subsequent transfer of the shares shall be subject to the provisions of Art. 5 of the Articles of Association.


Art. 4    
Form of Shares, Conversion of Shares
1 The Company issues its registered shares in the form of single certificates, global certificates or uncertificated securities. Within the provisions of the law, the Company may at any time and at its own cost convert registered shares issued in one of the above mentioned forms into another form without the consent of the shareholder.
2 The Company shall keep a register for the issued uncertificated securities (register of uncertificated securities), in which the amount and the denomination of the issued uncertificated securities and the name of the creditors shall be registered. The register of uncertificated securities is not public. The uncertificated securities take effect upon entry into the register of uncertificated securities and exist only to the extent registered.
3 The shareholder has no entitlement to the converting of shares issued in a specific form into another form. The shareholder may however at any time request the Company to issue a written statement in respect of the shares held by the shareholder pursuant to the share register.
4 Uncertified securities may only be transferred by assignment. In order to be binding, such assignment must be notified to the Company. They may be pledged in accordance with the pertinent provisions on the pledging of claims. Book entry securities based on registered shares of the Company may, however, not be transferred by assignment. Neither can securities be granted on book entry securities by assignment. Registered shares of the company that are registered in accordance with Art. 5 para. 3 of these Articles of Association in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) or otherwise in accordance with Swedish law shall be transferred in accordance with such Act and other applicable Swedish laws. Uncertificated registered shares registered in accordance with Art. 5 para. 3 of these Articles of Association in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) or otherwise in accordance with Swedish law may be pledged in accordance with such Act and other applicable Swedish laws.

Art. 5    
Share Ledger, Transfer of Shares
1 The Company shall maintain a share ledger of the registered shares in which the owners and beneficiaries are registered with their names and addresses. The registration in the share ledger is subject to proof of acquisition of shares or the entitlement to a right of usufruct to a share. No shareholder or usufructuary shall be recognized as such by the Company unless it is entered in the share ledger. The Company shall recognize only one owner for each share. If a person registered in the share register changes his/her address, he/she shall inform the Company thereof. As long as such an address change has not been notified, any information by mail shall validly be notified to the address filed with the share register.
2 Acquirers of registered shares shall be registered upon request 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 The Board of Directors may record persons not expressly declaring in their registration application that they hold the shares for their own account (the Nominees) as shareholders with voting rights in the share register for up to 3% of the share capital entered in the commercial register. Beyond this limit, the Board of Directors may record Nominees as shareholders with voting rights in the share register provided any such Nominee discloses the names, addresses and shareholdings of the persons for account of whom it is holding 0.5% or more of the share capital entered in the commercial register and provided any such Nominee has entered into an agreement with the Board of Directors regarding its situation.
4 The restrictions as set out in this article also apply to shares acquired by way of exercising pre-emptive, option or convertible rights.
5 After hearing the registered shareholder or Nominee, the Board of Directors may cancel registrations in the share register, retro-active 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.
6 Notwithstanding para. 1 to 5 of this Article, for as long as the Company is party to an Affiliation Agreement with Euroclear Sweden AB in Sweden, the Company’s shares and the acquirers of those shares may be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) and other applicable Swedish laws.
7 The Board of Directors shall specify the details and give the necessary orders concerning the adherence to the preceding provisions. It may delegate these duties. In special cases, it may grant exemptions from the rule concerning Nominees.


3. Organization

Art. 6    
Corporate Bodies of the Company
The corporate bodies of the Company are:
(a) the General Shareholders’ Meeting
(b) the Board of Directors
(c) the Auditors


3.1. The General Shareholders’ Meeting

Art. 7    
Powers
The supreme corporate body of the Company is the General Shareholders’ Meeting. It has the following inalienable powers:
(a) the adoption and the amendment of the Articles of Association;
(b) the individual election of the members of the Board of Directors and the election from among them of the Chairman of the Board of Directors and the individual election of the members of the Remuneration Committee as well as the election of the Independent Proxy and the Auditors;
(c) the approval of the management report, the annual financial statements and the consolidated financial statements, as well as the resolution on the use of the balance sheet profits as shown on the balance sheet, in particular, the declaration of dividends;
(d) the release of the members of the Board of Directors and the persons entrusted with management (Executive Management);
(e) The approval of the compensation of the Board of Directors and the Executive Management pursuant to the Articles of Association;
(f)  the passing of resolutions on matters which are by law or by the Articles of Association reserved to the General Shareholders’ Meeting, or those submitted to it by the Board of Directors.


Art. 8    
Meetings
1 The ordinary General Shareholders’ Meeting takes place annually within six (6) months after the close of the business year.
2 Extraordinary General Shareholders’ Meetings are called as often as necessary, in particular in all cases required by law.
3 Furthermore, extraordinary General Shareholders’ Meetings shall be convened by the Board of Directors upon resolution of a General Shareholders’ Meeting or at the written request of one or more shareholders with voting rights representing in the aggregate at least 10% of the share capital, specifying the items and proposals to appear on the agenda and, in case of elections, the names of the candidates.


Art. 9    
Notice and Agenda
1 The Board of Directors, or if necessary, the Auditors shall call the ordinary General Shareholders’ Meeting. The liquidators shall also have the right to call.
2 The General Shareholders’ Meeting shall be convened by notice in the official means of publication of the Company no less than 20 days before the date fixed for the Meeting. Shareholders may also be informed by ordinary mail. The notice of the General Shareholders’ Meeting shall also be made available on the Company’s website. As long as the Company’s shares are listed on a Swedish stock exchange, the Company may publish in a daily Swedish newspaper an announcement with the information that the notice has been issued. The convocation shall be served in English and may be translated into Swedish.
3 At the latest 20 days prior the General Shareholders’ Meeting, the management report, the compensation report and the Auditors’ report shall be available for examination by the shareholders at the domicile of the Company. Reference thereto and the right of the shareholders to request the receipt of these documents must be included in the invitation to the General Shareholders’ Meeting.
4 The invitation to a General Shareholders’ Meeting shall state besides day, time and place of the General Meeting of Shareholders to be held, the items and the proposals of the Board of Directors and the shareholders who demand that the General Shareholders’ Meeting be called or that items be included in the agenda.
5 One or more shareholders with voting rights whose combined holdings represent the lower of (i) an aggregate nominal value of at least CHF 1,000,000 or (ii) at least 10% of the share capital may request that an item be included in the agenda of a General Shareholders’ Meeting. Such a request must be made in writing to the Board of Directors at the latest 45 days before the General Shareholders’ Meeting and shall specify the agenda items and the proposals made.
6 No resolution shall be passed on items for which no proper notice has been given; this prohibition does not apply to proposals made during a General Shareholders’ Meeting to call an extraordinary General Shareholders’ Meeting or to initiate a special audit.
7 No prior notice shall be required for proposals concerning items included in the agenda and deliberations that do not result in the adoption of resolutions.


Art. 10
Chair, Minutes
1 The General Shareholders’ Meeting shall be chaired by the Chairman, or, in his absence, by another member of the Board of Directors or by another Chairman for the day elected by the General Shareholders’ Meeting, who does not have to be a shareholder.
2 The Chairman designates a Secretary and a voting teller who do not have to be shareholders.
3 The Board of Directors shall arrange for the taking of minutes. These minutes shall be signed by the Chairman and the Secretary.


Art. 11
Voting Rights, Proxies
1 Subject to Art. 5 of these Articles of Association, each share entitles to one vote.
2 Each shareholder may be represented at the General Shareholders’ Meeting by a third person who need not be a shareholder and who is authorized to vote on behalf of the shareholder by a written power of attorney or by the independent proxy holder (Independent Proxy). Legal representation is reserved.
3 Shareholders entered in the share ledger as shareholders with voting rights, or which, as long as the shares listed in Sweden, are entered as shareholders in the central security depositary in accordance with chapter 1, paragraph 10 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551), on a specific record date designated by the Board of Directors shall be entitled to vote at the General Shareholders’ Meeting and to exercise their votes at the General Shareholders’ Meeting.
4 The Independent Proxy shall be elected by the General Shareholders’ Meeting for a term of office until completion of the next ordinary General Shareholders’ Meeting. The Independent Proxy whose term of office has expired is immediately eligible for re-election. The duties of the Independent Proxy are determined by applicable laws, rules and regulations. The General Shareholders’ Meeting may remove the Independent Proxy with effect as per the end of the General Shareholders’ Meeting.
5 If the Company does not have an Independent Proxy, the Board of Directors shall appoint the Independent Proxy for the next General Shareholders’ Meeting.
6 The Board of Directors shall set forth the rules regarding the participation and representation in the General Shareholders’ Meeting.


Art. 12
Quorum and Resolutions
1 The General Shareholders’ Meeting shall be duly constituted irrespective of the number of shareholders present or of shares represented.
2 Elections and votes shall be taken on a show of hands unless a vote by ballot or electronic voting is ordered by the Chairman of the General Shareholders’ Meeting. The Chairman may at any time order that a resolution by show of hands be repeated by vote by ballot if he believes the result of the vote by show of hands not to be conclusive. In this case, the previous election or vote by show of hands shall be deemed not to have taken place.
3 The Board of Directors may also make arrangements for electronic voting. Resolutions passed by electronic voting shall have the same effect as elections and votes by ballot.
4 The General Shareholders’ Meeting passes its resolutions and carries out its elections with the absolute majority of the shares represented, to the extent the mandatory law or the Articles of Association do not provide otherwise.
5 If the first ballot fails to result in an election and more than one candidate is standing for election, the Chairman shall order a second ballot in which a relative majority (i.e. the majority of the validly casted votes) shall be decisive.
6 Those matters provided for by law shall require a qualified majority of two thirds of the votes represented and the absolute majority of the share capital represented.


3.2. The Board of Directors

Art. 13
Election, Constitution
1 The Board of Directors shall consist of two or several but not more than nine (9) members.
2 The members of the Board of Directors shall be elected individually for a term of one year. A year shall mean the period running between one ordinary General Shareholders’ Meeting and the next. New members elected during the year shall continue in office until the end of their predecessor's term. Re-election is permitted.
3 The term of office of a member of the Board of Directors shall in each case end at the conclusion of the ordinary General Shareholders’ Meeting following the seventieth (70th) birthday of such member of the Board of Directors and re-election shall be excluded in this case.
4 Unless provided otherwise in the Articles of Association, the Board of Directors constitutes itself. lt shall elect from amongst its members, if necessary, one or several Vice Chairmen. The Board of Directors shall further appoint a secretary who need not be a member of the Board of Directors.
5 If the office of the Chairman of the Board of Directors is vacant, the Board of Directors may appoint a new Chairman from among its members for the remaining term of office.


Art. 14
Ultimate Management, Delegation
1 The Board of Directors is responsible for the ultimate management of the Company and the supervision of the managing bodies. The Board of Directors represents the Company towards third parties and is responsible for all matters which are not allocated to another body of the Company by law, the Articles of Association or regulations.
2 The Board of Directors may appoint from amongst its members standing or ad hoc committees entrusted with the preparation and execution of its decisions or the supervision of specific parts of the business. The Board of Directors shall ensure that it is kept properly informed.
3 The Board of Directors may delegate its powers and duties, in part or entirely, except for the non-delegable and inalienable duties, pursuant to organizational regulations adopted by the Board of Directors (the Organizational Regulations) to one or several members of the Executive Management or representatives of the Company, to members of the Board of Directors, to committees or third parties, who need not be shareholders.


Art. 15
Duties
The Board of Directors has the following non-transferable and unalienable duties:
(a) the ultimate management of the Company and giving of the necessary directives;
(b) the establishment of the organization;
(c) the organization of the accounting system, the internal financial controls as well as the financial planning;
(d) the appointment and the recall from office of the persons entrusted with the management and the representation of the Company and the grant of signatory power;
(e) the ultimate supervision of the persons entrusted with the management, in particular, in view of compliance with the law, the Articles of Association, the regulations and the directives;
(f) the preparation of the annual business report and the compensation report as well as the organization of the General Shareholders’ Meeting and execution of its resolutions;
(g) to inform the judge in the event of overindebtedness;
(h) the passing of resolutions concerning the subsequent payment of capital in respect of non-fully paid-in shares;
(i) the passing of resolutions concerning the assessment of capital increases and amendments to the Articles of Association resulting from it;
(j) the examination of the professional qualifications of the Auditors;
(k) the non-transferable and unalienable duties and powers of the Board of Directors pursuant to laws and ordinances applicable to the Company;
(l) the determination of an interim Chairman of the Board of Directors, of interim members of the Remuneration Committee or of an interim independent proxy in case of according vacancies occurring during the course of the year each for the duration until the next ordinary General Shareholders’ Meeting.


Art. 16
Organization, Minutes
1 The organization of the meetings, the quorum and the passing of resolutions of the Board of Directors shall be in compliance with the Organizational Regulations. Attendance of meetings of the Board of Directors by telephone- or video-conference shall be permissible.
2 The resolutions of the Board of Directors are made by majority of votes cast. The Chairman has the casting vote.
3 Resolutions to be passed in the form of a notarial deed pursuant to art. 634a, art. 651a, art. 652g, art. 653g and art. 653i CO may be adopted without observing a quorum.
4 Resolutions of the Board of Directors may also be adopted by written consent, by telefax, by e-mail or any other means enabling the evidence of passing of the resolutions by text, provided that none of the members demands verbal discussion.
5 The discussions and resolutions of the Board of Directors must be recorded by minutes. The minutes have to be signed by the Chairman and by the Secretary.
6 Subject to the Articles of Association, the Board of Directors shall set forth its organization and the adaption of resolutions in Organizational Regulations.


Art. 17
Remuneration Committee
1 The Remuneration Committee consists of at least two members of the Board of Directors. Each member of the Remuneration Committee is elected individually by the General Shareholders’ Meeting for a term of office until completion of the next ordinary General Shareholders’ Meeting. Members of the Remuneration Committee whose term of office has expired are immediately eligible for re-election. If there are vacancies on the Remuneration Committee, the Board of Directors may appoint the missing members from among its members for the remaining term of office.
2 The Remuneration Committee constitutes itself and elects a Chair from among its members. It appoints its secretary who need not be a member of the Board of Directors or the Remuneration Committee.
3 The Remuneration Committee supports the Board of Directors in establishing and reviewing the Company’s compensation strategy and guidelines and performance criteria as well as in preparing the proposals to the Shareholders’ Meeting regarding the compensation of the Board of Directors and Executive Management. It may submit proposals and recommendations to the Board of Directors in other compensation-related issues. The Board of Directors establishes a charter, which defines purpose, composition and procedural rules of the Remuneration Committee, including its responsibilities and authorities for making proposals and decisions related to compensation of the members of the Board of Directors and Executive Management in line with legal and regulatory requirements, these Articles of Association and the respective compensation framework approved by the Board of Directors from time to time. The Board of Directors may delegate further responsibilities and authorities to the Remuneration Committee.


3.3. Auditors

Art. 18
Eligibility, Duties
1 The General Shareholders’ Meeting shall elect every year one or more accountants as its Auditors, which shall be independent from the Company and meet the special professional standards required by Iaw. The Auditors of the Company may be re-elected. The term of office shall end at the completion of the next ordinary General Shareholders’ Meeting.
2 The Auditors shall have the rights and duties according to applicable law. The auditors shall be bound to attend the ordinary General Shareholders’ Meeting, to which they must report.


4. Compensation of the Board of Directors and of the Executive Management

Art. 19
Compensation of the members of the Board of Directors and the Executive Management
1 The General Shareholders’ Meeting shall approve annually and with binding effect the proposals of the Board of Directors in relation to:
(a) the maximum aggregate amount of the fixed compensation of the Board of Directors for the following term of office;
(b) the maximum aggregate amount of the fixed compensation of the Executive Management paid out for the period of the business year following the ordinary General Shareholders’ Meeting;
(c)  the aggregate amount of variable compensation of the Executive Management for the current business year.
2 The Board of Directors may submit for approval by the General Shareholders’ Meeting deviating or additional proposals relating to the same or different periods.
3 In the event the General Shareholders’ Meeting does not approve a proposal of the Board of Directors, the Board of Directors shall determine in a new proposal, taking into account all relevant factors, the respective (maximum) aggregate amount(s) or (maximum) partial amount(s), and submit the amount(s) so determined for approval by the same General Shareholders’ Meeting, an extraordinary General Shareholders’ Meeting or the following ordinary General Shareholders’ Meeting.
4 The Company or companies controlled by it may pay out or grant compensation prior to approval by the General Shareholders’ Meeting subject to subsequent approval by a General Shareholders’ Meeting and applicable claw-back provisions.
5 The Board of Directors submits the compensation for the past business year to the General Shareholders’ Meeting on an annual basis for a consultative (non-binding) vote.


Art. 20
Supplementary amount for changes in the Executive Management
If the maximum aggregate amount of compensation already approved by the General Shareholders’ Meeting is not sufficient to cover compensation of a person who becomes a member of the Executive Management or is being promoted within the Executive Management after the General Shareholders’ Meeting has approved the compensation, the Company or companies controlled by it shall be authorized to grant and pay to each such member a supplementary amount during the compensation period(s) already approved. The supplementary amount per compensation period and member shall not exceed 50% of the aggregate amounts of compensation of the Executive Management last approved by the General Shareholders’ Meeting pursuant to Art. 19 of the Articles of Association. The supplementary amount comprises the compensation of potential disadvantages incurred by the change of job. If the supplemental amount should not suffice to compensate the aforementioned disadvantages, the amount of the joining bonus exceeding the supplementary amount shall require the approval of the next ordinary General Shareholders’ Meeting.


Art. 21
Principles of compensation of the Board of Directors and of the Executive Management
1 In addition to a fixed compensation, members of the Board of Directors and of the Executive Management may be paid a variable compensation, depending on the achievement of certain performance criteria.
2 The performance criteria may include individual targets, targets of the DDM-Group or parts thereof and targets in relation to the market, other companies or comparable benchmarks, taking into account position and level of responsibility of the recipient of the variable compensation. The Board of Directors or, where delegated to it, the Remuneration Committee shall determine the relative weight of the performance criteria and the respective target values.
3 Compensation may be paid or granted in the form of cash, shares, financial instruments or units, in kind, or in the form of other types of benefits. The Board of Directors or, where delegated to it, the Remuneration Committee shall determine grant, vesting, exercise and forfeiture conditions; they may provide for continuation, acceleration or removal of vesting and exercise conditions, for payment or grant of compensation assuming target achievement or for forfeiture in the event of predetermined events such as a change-of-control or termination of an employment or mandate agreement. In this determination, the Board of Directors or, where delegated to it, the Remuneration Committee may take into account the Company's ability to recruit new talent and retain employees. The compensation shall be valued in accordance with generally recognized valuation methods as per the grant date of the respective compensation element. The Company may procure the shares to be issued or delivered, to the extent available, from conditional share capital, or through use of treasury shares purchased in the market.
4 Compensation may be paid or granted by the Company or companies controlled by it.


5. Agreements with Members of the Board of Directors and the Executive Management, External Mandates, Credits and Loans

Art. 22
Agreements with Members of the Board of Directors and the Executive Management
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 with members of the Executive Management for a fixed term or for an indefinite term. Employment agreements for a fixed term may have a maximum duration of 1 year. Renewal is possible. Employment agreements for an indefinite term may have a termination notice period of no more than twelve (12) months.
3 Members of Executive Management who are subject to a termination notice may be released from their obligation of work. The Company or companies controlled by it may enter into termination agreements.
4 Contracts of employment with members of Executive Management may contain a prohibition of competition for the time after the end of employment for a duration of up to one (1) year. The consideration for such prohibition shall not exceed 100% of the total annual compensation last paid to such member of the Executive Management.


Art. 23
External Mandates
1 No member of the Board of Directors may hold more than thirty-five (35) additional mandates of which no more than five (5) mandates in listed companies.
2 No member of the Executive Management may hold more than four (4) mandates of which no more than one (1) mandate in listed companies.
3 The following mandates are not subject to the limitations as set out in paras. 1 and 2 above:
(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;
(c) non-remunerated mandates, it being understood that the reimbursement of expenses shall not be considered remuneration. No member of the Board of Directors shall hold more than ten (10) and no member of the Executive Management shall hold more than two (2) such mandates.
4 Mandates shall mean activities of the Members of the Board of Directors and the Executive Management in the supreme governing or administrative 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 are deemed one mandate.
5 The Board of Directors shall in any event ensure that the number of external mandates held by members of the Board of Directors or the Executive Management does not conflict with their commitment, availability, capacity and independence required in fulfilling their role as member of the Board of Directors or the Executive Management, respectively. The acceptance of mandates outside of the DDM group by members of the Executive Management shall require the previous approval by the Board of Directors.


Art. 24
Credits and Loans
Credits and loans to members of the Board of Directors and the Executive Management may be granted. The total amount of such credits and loans outstanding shall not exceed CHF 50,000 per member of the Board of Directors or of the Executive Management.


6. Fiscal Year and Allocation of Profits

Art. 25
Business Year
The business year shall be determined by the Board of Directors.


Art. 26
Allocation of Profits
1 Subject to the Articles of Association and the legal provisions about distribution of profits, in particular art. 671 et seq. CO, the balance sheet profit is at the disposal of the General Shareholders’ Meeting.
2 The dividend must be fixed only after deducting from the profit the allocations to the statutory reserves according to the law.
3 All dividends not drawn within five (5) years after the due date shall be forfeited to the benefit of the Company.


7.  Termination

Art. 27
Dissolution, Liquidation
1 Subject to other legal provisions, the General Shareholders’ Meeting may at any time resolve on the dissolution and liquidation of the Company, in accordance with the provisions of the law and the Articles of Association.
2 The liquidation is carried out by the Board of Directors, unless the General Shareholders’ Meeting has entrusted it to other persons.
3 The liquidation of the Company shall take place in accordance with art. 742 et seq. CO. The liquidators are authorized to dispose of the assets (including real estate) by way of private contract.


8. Communication

Art. 28
Notices and Announcements
To the extent that personal notification is not required by law, all communications to the shareholders shall be deemed valid if published in the Swiss Official Gazette of Commerce. Communications by the Company to its shareholders may also be sent by ordinary mail to the last address of the shareholder entered in the share register of the Company.


Art. 29
Publications
The official instrument for publication of the Company is the Swiss Official Gazette of Commerce.


Art. 30
Interpretation
Solely the German version of these Articles of Association shall be legally binding. The English translation shall have no legal effects and may not be used for the construction of the German wording.

Zürich, 31 May 2017