(Stock Exchange Law, SESTL)

The Federal Assembly of the Swiss Confederation, based upon Articles 31bis, 31quater, 64 and 64bis of the Federal Constitution, after reading the message of the Federal Council of February 24, 1993,

resolves

1: General Provisions

Art. 1 Purpose

This law governs the requirements for the establishment and operation of stock exchanges as well as for the professional trading in securities with the objective of ensuring transparency and equality of treatment for the investor. It creates the framework for guaranteeing the functioning of securities' markets.

Art. 2 Definitions

In this law, the following definitions shall apply:

a. Securities: standardised securities suitable for mass trading, rights with similar function not evidenced by certificates ("valuable rights") and derivatives;

b. Stock exchanges: institutions for trading in securities whose purpose is the simultaneous exchange of offers between several security dealers as well as the conclusion of a contract;

c. Quotation: admission for trading on the Main Stock Exchange and Pre-Bourse;

d. Security dealers: natural persons, bodies corporate and partnerships who, on a professional basis, buy and sell securities for their own account for re-sale in the short term or buy and sell securities for the account of third parties on the secondary market, offer securities to the public on the primary market or create derivatives themselves and offer them to the public;

e. public take-over bids: bids for the purchase or exchange of shares, participation or profit-sharing certificates or other equity paper (equity stock), which are addressed publicly to owners of shares or equity stock in Swiss companies, whose equity paper is at least in part quoted on a stock exchange in Switzerland.

KPMG Fides Unofficial Translation of Swiss Federal Stock Exchange Law
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