ARTICLES OF ASSOCIATION - Edmond de Rothschild Group... · 2020. 6. 25. · The duration of the...

ARTICLES OF ASSOCIATIONEDMOND DE ROTHSCHILD (SUISSE) SA

3 EDMOND DE ROTHSCHILD (SUISSE) SA – ARTICLES OF ASSOCIATION

TABLE OF CONTENTS

SECTION I : CORPORATE NAME - REGISTERED OFFICES - PURPOSE – DURATION 5

SECTION II : SHARE-CAPITAL 5

SECTION III : GENERAL MEETING 6

SECTION IV : INDEPENDENT REPRESENTATIVE 8

SECTION V : BOARD OF DIRECTORS 8

SECTION VI : EXECUTIVE COMMITTEE 10

SECTION VII : AUDITORS 11

SECTION VIII : REMUNERATION, LOANS AND LENDING FACILITIES TO MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE 11

SECTION IX : ANNUAL ACCOUNTS – RESERVE FUND – DIVIDENDS 12

SECTION X : LIQUIDATION 13

SECTION XI : PUBLICATIONS – JURISDICTION 13


SECTION I : CORPORATE NAME – SEAT – PURPOSE – DURATION

Article 1A limited company is formed by the owners of the shares that shall be created hereinafter under the corporate name Edmond de Rothschild (Suisse) S.A. Said company shall be governed by these Articles of Association and, for the cases that are not provided for therein, by Title XXVI of the Swiss Code of Obligations and by the Federal Act on Banks and Saving Banks of November 8, 1934 and the Federal Act on Stock Exchanges and Securities Trading (Act on Stock Exchanges, LBVM) of March 24, 1995.

Article 21. The registered offices of the company are in Geneva.

2. The company may incorporate branches and representative offices in Switzerland and abroad.

Article 31. The purpose of the company is to operate a bank. Its activities shall in particular include the following operations:

a. Acceptance of funds in all the forms used by banks;b. Granting of lending facilities, loans and fixed advances of all types, whether they are secured or not;c. Discounting bills of exchange;d. Issuing bonds and guarantees;e. Purchase and sale of securities, currencies, foreign banknotes and precious metals for its own account or for the

account of third parties;f. Execution of all payments and letters of credit, payments and collections of bills of exchange and cheques;g. Preparation of cheques;h. Asset management, and in particular the safekeeping and management of securities and objects of value and the

rental of safe-deposit boxes;i. Any or all financial, property, industrial or trade operations that are directly or indirectly related to the bank’s

activities, including the representation of all financial or shareholding interests in Switzerland or abroad in any or all companies that operate for profit.

2. The bank shall operate by and large in Switzerland but also within the scope of action of its branches and representative offices abroad.

Article 4The duration of the company is unlimited.

SECTION II : SHARE-CAPITAL

Article 51. The share capital shall be set at the amount of forty-five million Swiss francs (CHF 45,000,000), which has been fully

paid up.

2. It shall be divided into:

a. Two hundred thousand (200,000) registered shares with a par value of one hundred Swiss francs (CHF 100) each, which have been fully paid up, and;

b. Fifty thousand (50,000) bearer shares with a par value of five hundred Swiss francs (CHF 500) each, which have been fully paid up.

3. The company shall issue its shares in the form of individual or global certificates. The individual or global certificates shall be signed by two members of the Board of Directors and, where applicable, by means of facsimile signatures. A shareholder who requests an individual certificate shall pay for the costs related thereto. An individual certificate may be exchanged at any time and free of charge for certificates concerning corresponding number of shares.

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Article 61. The transfer of bearer shares is by tradition of the title. When the Federal Act of October 3, 2008 on Intermediated

Securities is applicable, transfer and pledging of bearer shares shall operate in accordance with this law.

2. The registered shares are transferred by endorsement signed by the transferor, the transferee and a director.

3. A bidder is not required to make a takeover bid pursuant to Articles 135 and 163 of the Federal Act of June 19, 2015 on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA).

4. Owners and beneficiaries of registered shares are entered in the share ledger indicating their full name and their home address. Only shareholders and beneficiaries entered in the ledger of which is confirmed by the signature of a director are legitimate with regard to the company to exercise their rights under a registered share.

5. Any transfer of registered shares or constitution of usufruct thereon must be approved by the Board of Directors that may refuse permission on the grounds of just cause given the social order or the economic independence of the company, including maintaining its family atmosphere.

6. The Board of Directors may refuse registration in the share ledger if the acquirer has not expressly declared that it acquired the shares in its own name and for its own account.

7. Article 685b para 4 of the Code of Obligations is reserved.

8. The Board of Directors may finally refuse approval offering the vendor to take the shares transferred on behalf of the company, on behalf of other shareholders or third parties, at their real value at the time of the request.

9. As long as the necessary approval to the transfer of shares is not given, share ownership and all rights arising remain with the shareholder entered in the share ledger. Article 685c para 2 of the Code of Obligations is reserved.

Article 71. Each share is indivisible towards the company that only recognizes one owner per share.

2. Each share is proportionally entitled to a portion of the net profits and the liquidation proceeds.

3. When issuing new shares, subscription rights will be allocated to shareholders proportionally to the face value of shares they hold.

4. The shareholders preferred rights may however be limited or suppressed at the conditions provided for by article 652 letter b of the Code of Obligations.

SECTION III : GENERAL MEETING

Article 81. The General Meeting is the supreme authority of the company.

2. Its resolutions are binding on all shareholders, whether not present nor represented.

Article 9The General Meeting shall have the following inalienable powers:

1. To adopt and amend the Memorandum and Articles of Association;2. To appoint and dismiss the members of the Board of Directors and auditing body;3. To elect the Chair of the Board of Directors;4. To elect the members of the Remuneration Committee;5. To elect the Independent Representative;6. To approve the remunerations of the Board of Directors;7. To approve the remunerations of the Executive Committee;8. To approve the annual report and the consolidated accounts;9. To approve the annual accounts and decide on the allocation of the profit resulting from the balance sheet and, in

particular, to set the dividends and directors’ fees;10. To grant discharge to the members of the Board of Directors;11. To pass any or all resolutions on matters which are by law or by the Memorandum and Articles of Association to be

decided by the General Meeting.


Article 101. The ordinary General Meeting convenes once a year, at the registered offices or in another location in Switzerland

designated by the Board of Directors, within four months following the end of the financial year.

2. Extraordinary General Meetings may be convened as often as necessary.

3. The following provisions apply to ordinary and extraordinary General Meetings.

Article 111. The General Meeting is called by the Board of Directors and, when needed, by the Auditors, Liquidators or

representatives of bondholders.

2. One or more shareholders representing together at least ten per cent of the share capital may also call for a General Meeting.

3. Moreover, shareholders whose shares amount to a face value of one million francs may request the entry of an item on the agenda.

4. The convening and the entry of an item on the agenda must be requested in writing and state the matters to be discussed as well as the proposals.

Article 121. The General Meeting shall be convened at least twenty days prior to the date of the meeting as laid down in article 31 for

publications concerning the company.

2. The invitation to attend the meeting shall state the agenda items as well as the motions of the Board of Directors and shareholders who have requested the holding of a Meeting or the inclusion of an item on the agenda.

3. The invitations to attend the Ordinary General Meeting must inform the shareholders that the management report, the auditors’ report, the remuneration report and possible motions concerning the allocation of the net profit shall be made available to the shareholders at the company’s registered office at least twenty days prior to the date of the General Meeting.

4. No resolution may be passed on agenda items that have not been duly included in the agenda with the exception of motions to call an Extraordinary General Meeting or carry out a special audit.

5. Motions that fall within the scope of agenda items and discussions that are not to be put to a vote need not be announced in advance.

Article 131. If no objection is raised, owners or representatives of all the shares may hold a General Meeting without observing the

forms prescribed for calling such a meeting.

2. As long as they are present, such a Meeting may deliberate and validly decide on any of the items falling within the frame of the General Meeting.

Article 141. As far as the company is concerned, any or all owner of registered shares whose name is entered into the share ledger

shall be entitled to exercise their voting rights.

2. Owners of registered shares may only have their shares represented by another owner of registered shares if they are in possession of a written proxy or by the Independent Representative (article 17 a).

3. As far as bearer shares are concerned, the holder shall be authorised to exercise their voting rights if they provide proof of their possession of the share or otherwise as laid down by the administration.

Article 151. During the General Meeting, each share shall entitle its holder to one vote irrespective of its par value. Article 693,

paragraph 3 of the Swiss Code of Obligations still applies.

2. The General Meeting shall be validly constituted if more than half of the shares are represented. If the said quorum is not reached, a second Meeting may be convened with the same agenda.

3. However, this second Meeting may only take place after a minimum thirty-day period and shall be validly constituted irrespective of the number of shares represented. The same should be stipulated in the invitation to attend.

4. It shall take resolutions and proceed to elections by an absolute majority of the votes of the shares represented.

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5. The resolutions shall be passed and the elections conducted on a show of hands, unless the Chair or one or more shareholders representing at least 5% of the shares represented at the Meeting request for a poll. Electronic voting shall be deemed to be equivalent to a poll.

6. The provisions of the Act and in particular article 704 of the Swiss Code of Obligations still apply.

Article 161. The General Meeting is chaired by the Chairman of the Board of Directors or, failing, by another director appointed by

the Board, or, failing again, by any other shareholder appointed by the General Meeting.

2. The Chairman appoints the Secretary of the Meeting as well as the scrutineers. The latter are chosen among the shareholders present at the Meeting.

Article 171. The Board of Directors shall ensure that minutes are drawn up that shall mention:

1. The number, the type, the nominal value and the class of shares represented by the shareholders and the Independent Representative;

2. The resolutions and the results of the elections;3. The requests for information and the answers given;4. The declarations, which the shareholders wish to be mentioned in the minutes;

2. The Chair and the Secretary of the Meeting shall sign the minutes.

3. The shareholders shall have the right to consult the minutes.

4. A director shall certify the excerpts that are issued as true to the original.

TITRE IV : INDEPENDENT REPRESENTATIVE

Article 17bis1. The General Meeting shall elect an Independent Representative.

2. Physical persons, legal entities and partnerships may be elected as Independent Representatives.

3. Article 728, paragraphs 2 to 6 of the Swiss Code of Obligations applies by analogy to the Independent Representative.

4. The term of office shall terminate at the end of the following Ordinary General Meeting. They may be re-elected.

5. The General Meeting may dismiss the Independent Representative at the end of the General Meeting.

6. If the company does not have an Independent Representative, the said Representative shall be appointed for the following General Meeting.

TITRE V : BOARD OF DIRECTORS

Article 181. The company shall be administered by a Board of Directors that is comprised of at least seven members who have been

appointed by the General Meeting.

2. The Chair or a Vice-Chair of the Board must be domiciled in Switzerland.

3. Each group of shareholders (of bearer shares and registered shares) shall be entitled to have at least one representative of its choice on the Board of Directors. The group that intends to enforce its right and thus be represented must designate its candidate during a Meeting, which takes place prior to the General Meeting, and the General Meeting may not refuse to elect the candidate put forward unless it has serious grounds to do so.

Article 191. The General Meeting individually elects the members of the Board of Directors. Their term of office shall terminate at the

end of the following Ordinary General Meeting. They may be re-elected.

2. Subject to the law and this Memorandum and these Articles of Association, the Board is a self-constituting board. It shall appoint its Secretary who does not need to be a member of the Board.


Article 19bis1. The General Meeting shall elect the Chair from among the members of the Board of Directors.

2. Their term of office shall terminate at the end of the following Ordinary General Meeting. They may be re-elected.

3. The General Meeting may dismiss the Chair of the Board of Directors.

4. If the position of Chair becomes vacant, the Board of Director shall designate another chair for the period until the end of their term of office.

Article 19terThe bank may enter into contracts with the members of the Board of Directors concerning their remuneration. The maximum term of the said contracts shall not exceed the directors’ term of office.

Article 19quater1. The members of the Board of Directors may hold up to twenty (20) offices in the senior executive or supervisory bodies

of other legal entities, up to five (5) of which may be publicly traded legal entities. They may also hold up to twenty (20) offices in the senior executive or supervisory bodies of other legal entities that are of a non-profit or charitable nature.

2. A company shall not be deemed another legal entity within the meaning of this provision, and shall therefore not be taken into account in calculating the above-mentioned maximum number of offices, if:

1. it controls the Bank directly, indirectly or in concert with other parties or is controlled by the Bank; or2. it is under no obligation to register with the Registrar of Companies or with a similar authority abroad; or3. the office is held at the request of the Bank or a legal entity controlled by the Bank directly or indirectly. However,

this exemption shall apply to ten (10) offices at most.3. Offices held for legal entities controlled directly or indirectly by an individual or legal entity, or by a group of individuals

or legal entities acting in concert or at the request of one such individual or legal entity, shall be deemed to constitute a single office for the purposes of this provision, within the limits permitted by Swiss banking regulations.

4. Temporary over-runs shall be allowed, up to a third of the number of offices permitted by category as provided in para. 1 above.

Article 201. The resolutions are passed by a majority of the votes casted by the members present, provided however that these form

the majority of the Board.

2. If the votes are equally split, the Chair shall have the casting vote.

Article 211. The resolutions and proceedings of the Board of Directors shall be recorded in minutes.

2. The Chair and Secretary shall sign the minutes of the meeting; they must mention the members who were present.

3. Exceptionally, the resolutions of the Board of Directors may also take the form of an approval granted in writing by all the members of the Board who vote provided that the said members represent the majority of the members of the Board. However a member of the board may request for a debate on the matter. Such resolutions must be recorded in the minutes.

4. A director shall certify the excerpts that are issued as true to the original.

Article 22The Board of Directors shall be the body that is responsible for the executive management, executive supervision and control of the bank. The Board of Directors shall have the following non-transferable and unalienable duties:

a. Review and prepare the motions to be submitted to the General Meeting and implement its decisions;b. Draw up the guidelines and organisational regulations required concerning the management of the bank and define

the remit of the various bodies;c. Decide on all business, which, pursuant to the internal regulations, falls within the remit of the Board of Directors;

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d. Appoint and dismiss the members of the Executive Committee and the persons who are in charge of managing and representing the company; decide on the type and form of the signing powers in accordance with legal provisions and those laid down in the Memorandum and Articles of Association;

e. Appoint the auditing firm as provided for by the Swiss Federal Act on Banks and Savings Banks;f. Lay down the principles of the accounting system and financial control, as well as the financial plan and prepare the

management report;g. Review the auditing firm’s audit reports;h. Deal with any or all matters that, in accordance with the law and the Memorandum and Articles of Association, do not

fall within the remit of the General Meeting or another body;i. Carry out the ultimate supervision of the persons who have been entrusted with the management to ensure in

particular that they comply with the law, the Memorandum and Articles of Association, the regulations and the guidelines given;

j. Inform the courts in the case of over indebtedness;k. Prepare the remuneration report.

Article 22bis1. The Board of Directors shall have a Remuneration Committee that shall be comprised of at least three members of the

Board of Directors who are elected individually by the General Meeting.

2. Their term of office shall terminate at the end of the following Ordinary General Meeting. They may be re-elected.

3. If the Remuneration Committee does not have at least three members, the Board of Directors shall appoint new members for the period until the end of their term of office.

4. The Board of Directors shall appoint the Chair of the Remuneration Committee. Nevertheless, the Committee shall be a self-constituting board. The organisational regulations of the Board of Directors shall lay down the presence quorum as well as the majorities required for its resolutions. The Chair of the Remuneration Committee shall have a casting vote.

5. The Remuneration Committee shall carry out the following duties and shall have the following powers:

1. Lay down regulations concerning remuneration and have them approved by the Board of Directors. The said regulations should take into account the applicable legal and regulatory provisions as well as this Memorandum and these Articles of Association. Where applicable the Committee shall consult the Executive Committee. It shall also ensure that the regulations are duly applied;

2. Annually approve the overall bank employees’ remunerations submitted by the Executive Committee, with the exception of the variable remunerations and salaries of the members of the Executive Committee;

3. Approve the remunerations of the persons who carry out the control duties that are indicated by the Chair of the Executive Committee (“CEO”);

4. After having consulted the CEO, make proposals to the Board of Directors concerning the remunerations of the members of the Executive Committee;

5. Approve the remunerations of the person in charge of the internal audit and their deputy that have been put forward by the Audit Committee, and

6. Submit proposals to the Board of Directors concerning the remunerations of the directors for their work as such and as members of the committees of the Board of Directors.

6. The bank’s organisational regulations may allocate other powers to the Remuneration Committee.

Article 23The Board of Directors may establish one or more other committees to which it may in particular entrust supervisory or executive management duties. The organisational regulations shall define their powers as well as the organisational rules that are to apply to the said committees.

SECTION VI : EXECUTIVE COMMITTEE

Article 23bis1. The Board shall delegate the Bank’s management to the Executive Committee in accordance with these Articles of

Association and the Articles of Association Only individuals may be appointed as member of the Executive Committee.

2. The duration of compensation agreements between members of the Executive Committee and the Bank or companies controlled by the Bank may not exceed one year. Nor may the notice period provided in these agreements exceed one year.


3. Within the limits permitted by Swiss banking regulations, members of the Executive Committee may subject to the Board’s approval hold up to three offices in the senior management or supervisory bodies of other legal entities, including one (1) at most in other publicly traded legal entities. The may also hold up to five (5) offices in the senior management or supervisory bodies of other legal entities that are nonprofit or charitable in nature.

4. A company shall not be deemed another legal entity within the meaning of this provision, and shall therefore not be taken into account in calculating the above-mentioned maximum number of offices, if:

1. it controls the Bank directly, indirectly or in concert with other parties or is controlled by the Bank; or2. it is under no obligation to register with the Registrar of Companies or with a similar authority abroad; or3. the office is held at the request of the Bank or a legal entity controlled by the Bank directly or indirectly. However,

this exemption shall apply to ten (10) offices at most.5. Offices held for legal entities controlled directly or indirectly by an individual or legal entity, or by a group of individuals

or legal entities acting in concert or at the request of one such individual or legal entity, shall be deemed to constitute a single office for the purposes of this provision, within the limits permitted by Swiss banking regulations.

6. Temporary over-runs shall be allowed, up to a third of the number of offices permitted by category as provided in para. 3 above.

7. Employment contracts existing when these Articles of Association come into force must be adapted to this article by December 31, 2015.

SECTION VII : AUDITORS

Article 241. The General Meeting shall appoint the auditing firm and, if necessary, an alternate auditing firm, which shall be required

to submit a written report on the result of its audit of the bookkeeping, the annual accounts and the compliance of the consolidated accounts with the law, the Memorandum and Articles of Association and the consolidation rules, on the remuneration report, and on the motions submitted by the Board of Directors on the allocation of the profit.

2. They shall be appointed for a period of one year and may immediately be re-elected.

3. The auditing firm must be present at the Ordinary General Meeting. The said Meeting shall not be able to issue an opinion on the balance sheet if the auditing firm’s report has not been submitted to it.

4. The auditors must comply with the provisions of articles 728 et seq of the Swiss Code of Obligations and with the other relevant legal provisions.

SECTION VIII : REMUNERATION, LOANS AND LENDING FACILITIES TO MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Article 24bis1. Members of the Board receive an annual remuneration. The amount of remuneration depends on the tasks undertaken

within the Board of Directors, in particular the participation in committees of the Board. Members of the Board are entitled to reimbursement of expenses. Expenses are not part of the remuneration.

2. The remuneration of the Executive Committee members comprises a fixed salary and, where appropriate, a variable part (bonus). On the proposal of the Remuneration Committee, the Board of Directors determines the overall amount of the bonus to be submitted for approval to the General Meeting. The bonus amount depends on the performance of the Bank, as well as the qualitative and quantitative performance of individual persons concerned. Bank Performance objectives are determined by the Board of Directors. Individual performance objectives for Executive Committee members (excluding the Chairman) are determined by the CEO. CEO’s performance objectives are determined by the Board of Directors. The Executive Committee members are entitled to reimbursement of expenses. Expenses are not part of the remuneration.

3. The termination of the employment relationship by the Bank for just cause, and the termination of the employment relationship by a member of the Executive Committee without just cause, results in the loss of the right to a bonus.

Article 24ter1. The remuneration of the Board of Directors and the Executive Committee may be paid (i) cash, (ii) by delivery of shares,

participation certificates or option rights, conversion or other financial instruments (the financial instruments) or (iii) as any benefits in kind such as the provision of company cars.

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2. When the remuneration of members of the Board or Executive Committee members is paid in the form of financial instruments, the Board of Directors or the group body to which this benefit is granted in particular establishes: (i) allocation, (ii) blocking periods, (iii) the exercise conditions, (iv) the validity period and (v) the conditions of acceleration and extinguishing of rights (in particular the consequences on the rights subject to a residual blocking of retirements, resignations or dismissals).

3. To the extent permitted by law, the payment of compensation paying activities of members of the Board and Executive Committee in companies that are controlled directly or indirectly per the Bank is authorized. The remuneration paid by entities controlled by the Bank is included in the amount of remuneration subject to the approval of the General Meeting under Article 24quinquies.

4. In addition to pension benefits approved annually by the General Meeting, the members of the Board of Directors and Executive Committee can receive pension benefits financed by the Bank, up to a maximum amount corresponding to 20% of the final remuneration (excluding bonus) approved by the General Meeting.

Article 24quater1. The bank may grant loans or lending facilities to the members of the Board of Directors or Executive Committee for the

weighted lending value of the pledged assets or with regard to mortgage loans, 60% of the mortgaged property. The loans or lending facilities shall be granted in the form of overdrafts in temporary current accounts, confirmed limits and/or fixed-rate advances, which can be either unsecured or secured, as well as mortgage loans at variable or fixed rates.

2. For all the types of loans and lending facilities that are granted to the directors, the bank shall receive interest and fees in accordance with market conditions and those applied to clients. The members of the Executive Committee shall benefit from the preferential interest rates that are granted to the employees of the bank.

Article 24quinquies1. The General Meeting shall approve the following overall amounts that are decided by the Board of Directors on an annual

basis:

a. The overall remuneration of the Board of Directors for the period up to the following Ordinary General Meeting;b. The amount of the overall remuneration (excluding the bonus) of the Executive Committee for the following

financial year; andc. The amount of the bonus for the previous financial year.

2. The Board of Directors shall be entitled to submit remuneration proposals for different periods concerning all the members of the Board of Directors or the Executive Committee or concerning only some of them to the General Meeting.

3. The General Meeting’s vote on the remuneration proposals shall be binding. If the General Meeting does not approve a remuneration proposal that has been submitted by the Board of Directors, the latter shall convene an Extraordinary General Meeting.

4. If a member of the Executive Committee is appointed after the General Meeting has approved the fixed remuneration of the executive members, the Board of Directors may grant the said member, for the period up to the following Ordinary General Meeting, a remuneration that does not exceed by more than 40% the average remuneration of the other members of the Executive Committee that was approved by the last General Meeting. This percentage shall be increased to 50% for the chair of the Executive Committee (CEO). The average remuneration is obtained by dividing the overall remuneration that was approved by the last General meeting for the Executive Committee by the number of members in office on the Executive Committee.

SECTION IX : ANNUAL ACCOUNTS – RESERVE FUND – DIVIDENDS

Article 25Each year, the financial year starts on 1 January and ends on 31 December.

Article 26A management report including the annual accounts at the thirty-first of December, an annual report and, if required by law, the consolidated accounts at the same date shall be prepared each year, in accordance with the thirty-second title of the Swiss Code of Obligations and the provisions of the Federal Act on Banks and Savings Banks.

Article 271. An amount equal to five per cent (5%) of the net profits is levied to constitute the general reserve fund until such fund

reaches one fifth (1/5) of the paid up share capital.


2. The balance of net profits is distributed in accordance with the resolutions of the General Meeting. Are reserved the legal provisions on the constitution of reserves.

Article 281. The payment of the dividend, voted by the General Meeting, occurs at the time set by the Board of Directors.

2. Any dividend that has not been claimed within five years of its maturity is ipso jure forfeited to the company.

TITRE X : LIQUIDATION

Article 291. In case of dissolution of the company for reasons other than its bankruptcy or a Court order, the Board of Directors

carries out its liquidation, unless the General Meeting decides otherwise.

2. At least two of the liquidators must be domiciled in Switzerland and be appointed to represent the company.

Article 301. During the liquidation, the powers of the corporate bodies are limited to such acts as are necessary for this procedure

and that, by their very nature, do not fall within the scope of the Liquidators.

2. The General Meeting of Shareholders maintains the right to approve the accounts of the liquidation and to grant discharge to the liquidator(s).

3. The balance available, after payment of debts, is as a priority, used to reimburse the paid up share capital.

4. The eventual net excess of assets is distributed according to resolutions of the General Meeting.

TITRE XI : PUBLICATIONS - JURISDICTION

Article 311. Subject to contrary legal provisions, the company publications appear one time in the Swiss Official Trade Journal; the

Board of Directors may choose other publications. Communications to owners of registered shares registered in the share ledger is carried out by registered letter to the address shown in the ledger.

2. Notices from the company are validly made in the Swiss Official Trade Journal.

Article 32Any dispute that may arise during the life of the company or its liquidation, whether between the shareholders and the company or members of its Board of Directors and auditors, or among the shareholders themselves, concerning the business of the company, shall be submitted to the Courts of the Canton of Geneva.

Geneva, April 28, 2016

David Lacin, Notary

REGISTERED OFFICES

EDMOND DE ROTHSCHILD (SUISSE) S.A. 18, rue de Hesse 1204 Geneva – Switzerland T. +41 58 818 11 11

www.edmond-de-rothschild.ch Ed

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