Statutes of. RUAG Holding AG (RUAG Holding SA) (RUAG Holding Ltd)

Transcription

1 Statutes of RUAG Holding AG (RUAG Holding SA) (RUAG Holding Ltd) I. Company. Head Office, Duration, Purpose Art. 1 Company, Head Office. Duration The Company RUAG Holding AG (RUAG Holding SA) (RUAG Holding Ltd) with its head office in Berne is a joint stock Company (hereafter referred to as the "Company") of unlimited duration in accordance with the present statutes and the provisions of Title 26 of the Swiss Code of Obligations (hereafter referred to as "CO"). Purpose Art. 2 The purpose of the Company is to acquire, manage and dispose of participations in other companies. In the interests of national defence, it helps to ensure that the army is equipped. The Company can acquire, supervise, manage and sell patents, brands and licences; raise credit and take out loans, also in order to grant loans to companies in which it has a direct participation or to companies which conduct business with the group; conduct transactions in the interests of group companies, in particular take part in cash pooling and thereby contribute towards directly or indirectly securing the financing of the group; open branch offices, set up subsidiaries and take stakes in other companies; acquire, manage, encumber and sell real property in Switzerland and abroad. The Company may also conduct all transactions suitable to promoting the growth of the Company and the achievement of its corporate purpose. The Company heeds the ownership strategy pursued by the Federal Council in carrying out its work. This is a translation of the German version. In case of doubt, the German version is to be consulted.

2 Statutes RUAG Holding AG Page 2/11 II. Share capital. Shares. In-kind capital contribution Art. 3 Share capital. Shares and certificates The Company's share capital is CHF 340,000, (three hundred and forty million Swiss francs). It is divided into 340,000 registered shares with a nominal value of CHF 1,000 each which are fully paid in. The shares bear the signature of a member of the Board of Directors. Facsimile signatures are permitted. Instead of shares, the Company may issue certificates. It may also opt not to issue shares or stock certificates. In the event of such an opt-out, shareholders have the right at any time to demand confirmation of the shares in their possession to be issued. Uncertificated shares and the resulting uncertificated rights can only be transferred by assignment. The Company must be notified of the assignment for it to be valid. The right to a certificate is transferred to the buyer upon legal assignment of the shares, even without the agreement of the Company. Art. 4 Share register The Company keeps a share register in which the owners and beneficiaries of the registered shares are recorded with their names and addresses and stating the quantity and numbers of the shares to which they are entitled. The Board of Directors is responsible for keeping the share register. Registration in the share register is conditional upon a certificate showing that the acquisition of the shares was formally correct and in accordance with the statutes, or providing evidence of their beneficial ownership. The Company only recognises the beneficiaries recorded in the share register. Art. 5 Transfer of shares Pursuant to Art. 685b (4) CO, the transfer of ownership or the granting of beneficial ownership to the shares requires the approval of the Board of Directors. The Board of Directors may withhold its approval: a) if it makes an offer to the seller of the shares to acquire the shares for the account of the Company, for the account of other shareholders or for the account of third parties at their real value at the time of the application.

3 b) if the seller of the shares does not provide a statement from the buyer confirming that the latter is acquiring the shares in their own name and for their own account; c) if recognition of the buyer might prevent the Company from providing evidence of the composition of its shareholder structure required under federal law; d) if the Company's financial independence might be threatened by the sale of the shares; e) if national defence interests might be impaired by the sale of the shares; f) if the buyer or a member of their family operates a competitive company, have a participating interest in such a company or are otherwise directly or indirectly in a competitive relationship with the Company; g) if the continued pursuit of the corporate purpose as defined by Art. 2 of these statutes could be called into question by the sale of the shares. Without the approval of the Board of Directors, ownership of the shares and all associated rights remain with the seller, subject to Art. 685c (2) CO. This means that, unless the shares are acquired by way of inheritance or the distribution of an estate, under matrimonial property law, or through compulsory enforcement, ownership of the shares and all rights associated with them are only transferred to the buyer after the Board of Directors has issued its approval of the transfer and it has been recorded in the share register. Art. 6 Subscription rights If the share capital is increased by issuing new shares, existing shareholders have a subscription right proportional to their existing shareholding unless the General Assembly restricts or excludes this right on important grounds. III. Organisation Art. 7 Governing bodies The Company's governing bodies are: A. The General Assembly B. The Board of Directors C. The Audit Committee A. The General Assembly Art. 8 Powers The General Assembly is the Company's supreme management body.

4 It has the following non-transferable powers or duties: 1. to define and change the statutes; 2. to elect the members and the Chairman of the Board of Directors; 3. to elect the Audit Committee; 4. to approve the annual report and the consolidated accounts; 5. to approve the annual financial statements and the auditors' report; 6. to decide on the appropriation of profits, and in particular to define dividends and bonuses; 7. to approve the actions of the members of the Board of Directors; 8. to decide on issues reserved for the General Assembly by law or the statutes. It also has the following powers: 9. to handle applications for special audits and to approve the special audit report (Art. 697a ff. CO); 10. to decide on changes to the share capital; 11. to monitor observance of the Federal Council's ownership strategy; 12. to decide on the liquidation of the Company; 13. to decide on all issues submitted to it by the Board of Directors. The provisions of the Federal Act on Mergers, Demergers, Conversion and Transfer of Assets and Liabilities (Merger Act; MergA; SR ) remain reserved. Art. 9 Convention The General Assembly is convened by the Board of Directors or, if necessary, by the Audit Committee. The Ordinary General Assembly is held every year within six months of the close of the financial year. Extraordinary General Assemblies must be convened on a resolution passed by the General Assembly or the Board of Directors or on the demand of the Audit Committee. The convening of a General Assembly can also be demanded in writing by one or more shareholders together representing at least ten per cent of the share capital, stating the item on the agenda and any motions. In this case, the Board of Directors must convene a General Assembly within four weeks. Art. 10 Form of convention The General Assembly must be convened in writing at least 20 days before the day of the meeting by inviting all shareholders recorded in the share register and members of the Board of Directors.

5 The date, time and place of the General Assembly, the items on the agenda and motions submitted by the Board of Directors and shareholders who have demanded that a General Assembly be held or an item be placed on the agenda, must be announced when the meeting is convened. The invitation to an Ordinary General Assembly must contain the information that the annual report and auditors' report are available for inspection by shareholders at the Company's head office and at branch offices 20 days before the date of the meeting, and that any shareholder can demand that a copy of this documentation be sent to them without delay. No resolutions may be passed on subjects not thus announced apart from a motion to convene an Extraordinary General Assembly or to conduct a special audit. The submission of motions as part of an item already on the agenda and discussions not requiring any resolution need not be announced in advance. Full shareholders' meeting Art. 11 If no objections are raised, the owners or representatives of all shares can hold a General Assembly without observing the formal rules defined for its convention. All issues falling within the remit of the General Assembly can be legally discussed at this meeting and resolutions passed, provided the owners or representatives of all shares are present. Chairmanship and minutes Art. 12 The Chairman of the Board of Directors, or if he is unable to attend, a member of the Board of Directors designated by the Board of Directors or a special chairman elected by the General Assembly in an open vote, chairs the meeting and nominates the minute-taker, who does not need to be a shareholder. The minutes must record the following as a minimum: the number, type, nominal value and category of the shares as well as proxy relationships; resolutions and results of votes; requests for information and the answers given; statements made by shareholders for the record. The minutes must be signed by the Chairman and the minute-taker. Shareholders are entitled to view the minutes.

6 Art. 13 Shareholders' votes Every share carries one vote in the General Assembly regardless of its nominal value. A shareholder can only be represented by another shareholder. Individual companies, general and limited partnerships as well as legal entities must be represented by an authorised signatory shown in the commercial register as part of their powers of representation. Proxies must identify themselves by means of a written power of attorney. The Board of Directors adopts the provisions for identifying share ownership and, if necessary, will issue voting cards. The General Assembly is quorate regardless of the number of shareholders present or shares represented, subject to statutory provisions to the contrary. Art. 14 Resolutions. Votes The General Assembly passes its resolutions and conducts its votes by the relative majority of votes cast with respect to shares, excluding blank and invalid votes, unless otherwise determined in law or the statutes. If the vote is tied, resolutions are deemed not to have been passed; in the case of elections, lots will be drawn. The following resolutions require at least two thirds of the votes represented and an absolute majority of the nominal value of shares represented: 1. change to the purpose of the Company; 2. introduction of voting shares; 3. restriction on the transferability of registered shares; 4. authorised or contingent capital increase; 5. capital increase from shareholders' equity, against contributions in kind or for the purpose of acquiring assets and granting special benefits; 6. restriction or cancellation of subscription rights; 7. relocation of the Company's head office; 8. liquidation of the Company. The provisions of the Federal Act on Mergers, Demergers, Conversion and Transfer of Assets and Liabilities (Merger Act; MergA; SR ) remain reserved. Votes and elections are conducted openly unless the Chairman orders a secret ballot or the General Assembly opts for one.

7 Art. 15 Shareholders' rights of information and inspection Every shareholder is entitled to demand information at the General Assembly from the Board of Directors on the Company's affairs and from the Audit Committee on the execution and results of its audit. The Company's books and correspondence can only be inspected with the explicit authorisation of the General Assembly or by way of a resolution passed by the Board of Directors, and provided trade secrets are safeguarded. Art. 16 Right to initiate special audit Any shareholder can apply to the General Assembly to have certain circumstances clarified by a special audit, provided this is required for the exercising of shareholder rights and the right to information or inspection has already been exercised. B. The Board of Directors Art. 17 Composition The Board of Directors consists of at least three members. It elects a Secretary who does not have to be a member or a shareholder. The majority of members on the Board of Directors must be Swiss citizens resident in Switzerland. Legal entities cannot be elected, but one or more representatives can be elected in their place. Art. 18 Term of office Members of the Board of Directors are elected for one year. The right to deselection at any time and the right of resignation are reserved. Re-election is permitted. Art. 19 Powers, duties The Board of Directors is entrusted with the overall management of the Company. It can take decisions on all matters that are not assigned to the General Assembly by law or the statutes. It conducts the Company's business unless it has delegated management.

8 In particular, the following non-transferable and indefeasible duties are incumbent upon it by law: 1. overall management of the Company and issuance of the necessary instructions, i.e. the development of strategic goals with due attention paid to the ownership strategy of the Federal Council, the allocation of the funds required to achieve such goals, and the definition of corporate policy; 2. definition of the organisation; 3. organisation of the Company's accounting, financial control and financial planning; 4. appointment and removal of persons entrusted with managerial functions and representing the Company, as well as setting up rules for authorised signatories; 5. overall supervision of persons entrusted with managerial functions, specifically with regard to obeying laws, statutes, regulations and directives; 6. production of the annual report, preparation of the General Assembly and implementation of the resolutions passed by the meeting; 7. informing the judge in the event of the Company becoming overindebted; 8. taking decisions on the retrospective payment of contributions towards shares not fully paid in; 9. decisions to approve capital increases and resulting changes to statutes. It also has the following obligations among others: 10. management of business reserved for the Board of Directors by organisational regulations; 11. submission of motions regarding the appropriation of profits; 12. taking decisions on the foundation of subsidiaries as well as the acquisition and sale of participations in other companies; 13. maintaining suitable control mechanisms to ensure that the ownership strategy of the Federal Council is respected. The members of the Board of Directors are entitled to take part in the General Assembly. They may submit motions. Art. 20 Management, organisational regulations The Board of Directors may delegate the management of the Company wholly or in part to individual members or third parties in accordance with the organisational regulations. The organisational regulations govern the management of the Company, determine the bodies required for the purpose, define their tasks and in particular set outthe reporting process. If management of the Company has not been delegated, it is the joint responsibility of all members of the Board of Directors.

9 Art. 21 Convention The Board of Directors meets at the invitation of the Chairman, or that of the Vice Chairman if the Chairman is unable to attend, as often as business requires. The Board of Directors also meets if one of its members asks the Chairman in writing to convene a meeting, stating their reasons for doing so. The Chairman must convene the meeting without delay. Art. 22 Chairmanship Meetings of the Board of Directors are chaired by the Chairman or the Vice Chairman in his absence, and if both the above-mentioned are absent, by a member to be elected by the Board from its midst. Art. 23 Quorum, resolutions The Board of Directors is quorate if an absolute majority of members is present. It passes its resolutions and makes its decisions by the majority of the votes cast. The Chairman also votes; if the votes are tied, he has the casting vote. Art. 24 Minutes Minutes are kept of the discussions and resolutions passed, and must be signed by the Chairman and the Secretary. Resolutions passed by circular letter must be recorded in the next minutes of the Board of Directors. Each set of minutes must be approved by the Board of Directors at its next meeting. Art. 25 Right to information and inspection Any member of the Board of Directors can demand information on any company affairs. At the meetings, all members of the Board of Directors and persons entrusted with the management of the Company are obliged to provide information. Outside of meetings, any member can demand information on the course of the business from persons entrusted with managing the Company and, with the Chairman's authorisation, also on individual transactions. Any member can apply to the Chairman to be shown books and files insofar as required for the fulfilment of an assignment. If the Chairman rejects an application for information, a hearing or inspection, the Board of Directors will decide. The Board of Directors reserves the right to pass rules or resolutions extending members' right of information and inspection. C. The Audit Committee

10 Art. 26 The General Assembly elects an Audit Committee. The term of office is one year. In all other respects, the legal provisions of Art. 727 to 731a CO apply. IV. Annual report and distribution of profits Art. 27 Financial year and annual report The Board of Directors determines the financial year. For each financial year, it prepares an annual report comprising the annual financial statements, the report and consolidated accounts. The annual financial statements consist of the profit and loss statement, the balance sheet and the notes. Art. 28 Distribution and availability for inspection The annual report and the report of the auditors must be sent to shareholders with the invitation to the Ordinary General Assembly. They must also be made available for inspection by authorised persons at the Company's head office 20 days before the Ordinary General Assembly and for 2 months thereafter. Art. 29 Appropriation of profits The annual profit shown in the balance sheet must be appropriated in accordance with the provisions of Art. 671 ff. CO. An amount equivalent to 5% of reported profit must be allocated to the general reserve each year until this reserve has reached 20% of the paid-in share capital. The General Assembly can dispose freely of the remaining profits and any profits carried forward from earlier financial years, subject to mandatory statutory provisions.

11 V. Final provisions Art. 30 Dissolution The General Assembly can decide at any time to dissolve the Company in accordance with the provisions of the law and the statutes. Art. 31 Notices All notices from the Company are published in the Swiss Official Gazette of Commerce. Notices to shareholders from the Company's management are sent in writing to the shareholders recorded in the share register unless otherwise specified in law. Art. 32 Legal provisions Where these statutes contain no provisions, the legal provisions of the Swiss Code of Obligations governing joint stock companies (Art. 620 ff.) apply. Berne, 28 April 2010