Articles
of Incorporation Syngenta AG
1.
Corporate Name, Registered Office, Purpose and Duration
A
company limited by shares is formed under the corporate name:
Registered
office Syngenta
AG
Syngenta
SA
Syngenta
Ltd.
with its registered
office in Basel.
1
Purpose of the
Company is to hold interests in enterprises, particularly in the areas of
agribusiness; in special circumstances the Company may directly operate such
businesses.
2
The
Company may acquire, mortgage, liquidate or sell real estate and intellectual
property rights in Switzerland or abroad.
The
duration of the Company is unlimited.
2.
Share Capital
1
The
share capital of the Company is CHF 9,691,485.70, fully paid-in and divided into
96,914,857 registered shares. Each share has a par value of CHF
0.10.
2
Upon resolution of
the General Meeting of Shareholders registered shares may be converted into
bearer shares and bearer shares may be converted into registered
shares.
| Shareholders’ register and
restrictions of registration, nominees |
Article
5 |
1
The
Company shall maintain a shareholders’ register showing the name(s), first
name(s), domicile, address and nationality (in the case of legal entities the
registered office) of the holders or usufructuaries of registered shares.
Holders who may exercise the voting rights of shares which they do not own will
be mentioned upon request in the notes of the shareholders’ register in case
their entitlement is based on law (legal usufructuary, mandatory legal
representative of a minor and so forth).
2
Upon request
acquirers of registered shares are registered in the shareholders’ register as
shareholders with the right to vote, provided that they declare explicitly to
have acquired the registered shares in their own name and for their own
account.
3
After hearing the
registered shareholder or nominee, the Board of Directors may cancel, with
retroactive effect as of the date of registration, the registration of
shareholders or nominees if the registration was effected based on false
information. The respective shareholder or nominee shall be informed immediately
of such cancellation.
4
The
Board of Directors shall specify the details of registration in specific rules
which take into account market practice in all of those markets where shares of
the Company are listed. In particular, irrespective of the restriction set forth
in Article 5 paragraph 2 above, the Board of Directors may, based on separate
regulations or individual agreements, allow the entry into the shareholders’
register as shareholders with voting rights of nominees that are subject to a
recognized banking or financial market supervision.
| Dematerialized
shares |
Article
6 |
1
Each shareholder may
at any time request the Company to confirm the number of registered shares owned
by the respective shareholder. The shareholders are not entitled, however, to
demand the printing and delivery of certificates representing
shares.
2
By
contrast, the Company may at any time print and deliver certificates
representing shares and, with the consent of the owner of issued certificates,
cancel issued share certificates upon their return to the Company. Certificates
for multiple shares may be exchanged at any time for smaller portions or
individual share certificates.
3
Registered shares
not represented by a certificate may only be transferred by way of assignment
including all rights connected with the transferred shares. To be valid, the
assignment must be notified to the Company. Registered shares not represented by
a certificate which a bank has been instructed by the shareholder to hold may
only be transferred with the cooperation of that bank.
4
Registered shares
not represented by a certificate may only be pledged to the bank which handles
the book entries of such shares for the shareholder, and only based on a written
pledge agreement. A notification of the Company is not necessary.
| Exercise of
rights |
Article
7 |
1
The
shares are not divisible. The Company accepts only one representative per
share.
2
The
right to vote and the other rights associated with a share may only be exercised
by a shareholder, a usufructuary or a nominee who is registered as a shareholder
with the right to vote in the shareholders’ register.
3.
Corporate Bodies
A.
General Meeting of Shareholders
The
General Meeting of Shareholders is the supreme body of the Company.
| Ordinary General
Meeting |
Article
9 |
The
Ordinary General Meeting of Shareholders shall be held each year within six
months after the close of the fiscal year of the Company; at the latest twenty
days before the meeting the business report, the report of the auditors and the
report of the group auditors shall be made available for inspection by the
shareholders at the registered office of the Company or be sent to all
registered shareholders.
| Extraordinary General
Meeting |
Article
10 |
1
Extraordinary
General Meetings of Shareholders shall take place upon request of the Board of
Directors or the Auditors.
2
Furthermore,
Extraordinary General Meetings of Shareholders shall be convened upon resolution
of a General Meeting of Shareholders or if it is requested by one or more
shareholders who are representing in the aggregate not less than one tenth of
the share capital and submit a petition signed by such shareholder or
shareholders specifying the items for the agenda and the proposals.
| Convening of General
Meetings |
Article
11 |
1
General Meetings of
Shareholders shall be convened by the Board of Directors, or, if necessary, by
the Auditors, at the latest twenty days before the date of the meeting. The
meeting shall be convened by way of a notice appearing once in the official
publication organs of the Company. Registered shareholders may also be informed
by mail.
2
The
notice of a meeting shall state the items on the agenda and the proposals of the
Board of Directors, and as the case may be of the shareholders who demanded that
a General Meeting of Shareholders be convened or that a certain item be included
in the agenda and, in case of elections, the names of the nominated
candidates.
1
One
or more shareholders whose combined shareholdings represent an aggregate nominal
value of at least CHF 10,000.– may demand that an item be included in the agenda
of a General Meeting of Shareholders. Such a demand must be made in writing at
the latest sixty days before the meeting and shall specify the items and the
proposals of such shareholder.
2
No
resolution shall be passed at a General Meeting of Shareholders on matters for
which no proper notice was given. This provision shall not apply to proposals to
convene an Extraordinary General Meeting of Shareholders or to initiate a
special audit.
| Presiding officer, minutes,
vote counters |
Article
13 |
1
The
General Meeting of Shareholders shall take place at the registered office of the
Company, unless the Board of Directors decides otherwise. The Chairman of the
Board of Directors or in his absence the Vice-Chairman or any other Member of
the Board of Directors designated by the Board of Directors shall take the
chair.
2
The
presiding officer shall appoint a secretary and the vote counters. The presiding
officer and the secretary shall sign the minutes.
1
The
Board of Directors shall provide for the rules regarding the participation and
the representation at the General Meeting of Shareholders.
2
A
shareholder may only be represented by his legal representative, another
shareholder with the right to vote, proxies designated in agreements with or
regulations relating to nominees, corporate bodies (Organvertreter), independent
proxies (unabhängige Stimmrechtsvertreter) or by a bank or a broker
(Depotvertreter).
3
The
Chairman of the General Meeting decides whether a proxy will be
accepted.
Each share entitles
the holder to one vote.
| Resolutions,
election |
Article
16 |
1
Unless the law
requires otherwise, the General Meeting passes resolutions and elections with
the absolute majority of the votes represented.
2
Resolutions and
elections shall be taken either on a show of hands or by electronic voting,
unless the General Meeting of Shareholders decides for, or the presiding officer
orders, a ballot.
3
The
presiding officer may at any time have an election or resolution taken on a show
of hands or electronically repeated by a ballot, if the results of the first
vote appear unclear. In such case, the preceding election or resolution taken on
a show of hands or electronically is deemed not to have taken
place.
4
In
case of elections, if no valid election has been made in the first vote and if
there is more than one candidate, the presiding officer shall order a second
vote in which the relative majority shall be decisive.
| Powers of the General
Meeting |
Article
17 |
The
following powers shall be vested exclusively in the General
Meeting:
a) to
adopt and amend the Articles of Incorporation;
b) to
elect the members of the Board of Directors, the Auditors and the Group
Auditors;
c) to
approve the annual report and the consolidated financial
statements;
|
d)
|
to approve the
annual financial statements and to decide on the allocation of profits
shown on
the balance sheet, in particular with regard to
dividends;
|
e) to
discharge the members of the Board of Directors and the senior
management;
|
f)
|
to pass
resolutions concerning all matters which by law or the Articles of
Incorporation are reserved to
the authority of the General
Meeting.
|
| Special quorum |
Article
18 |
The
approval of the least two thirds of the votes represented is required for
resolutions of the General Meeting of Shareholders on:
a) an
alteration of the purpose of the Company;
b) the
creation of shares with increased voting powers;
|
c)
|
an
implementation of restrictions on the transfer of registered shares and
the removal of such
restrictions;
|
d) an
authorized or conditional increase of the share capital;
|
e)
|
an increase of
the share capital made through a transformation of reserves, by contribution
in kind, for the purpose of an acquisition of property and the grant of
special rights;
|
f) a
restriction or suspension of preemptive rights;
g) a
change of location of the registered office of the Company;
h) the
dissolution of the Company without liquidation.
B.
Board of Directors
| Number of
Directors |
Article
19 |
The
Board of Directors shall consist of a maximum of twelve members who shall be
shareholders.
| Term of office |
Article
20 |
1
The
term of office for each member of the Board of Directors shall not exceed three
years. A year within the meaning of this provision is the interval between two
Ordinary General Meetings of Shareholders. The term of office shall be
determined for each member at the occasion of its election. The several terms of
office shall be co-ordinated so that in each year approximately one third of all
members of the Board of Directors shall be subject to re-election or
election.
2
In
the case of replacement elections that occur during a term of office of a
director, the successor shall assume the term of office of his predecessor.
Members of the Board of Directors whose term of office has expired shall be
re-eligible, subject to paragraph 3 hereinafter.
3
The
members of the Board of Directors shall automatically retire after the lapse of
the twelfth year of office or, if earlier, after the expiry of the seventieth
year of age, provided that the retirement shall become effective on the date of
the next Ordinary General Meeting of Shareholders following such
event.
| Organization of the Board,
remuneration |
Article
21 |
1
The
Board of Directors shall elect its Chairman and one Vice-Chairman from among its
members. It shall appoint a secretary who need not be a member of the Board of
Directors.
2
The
Board of Directors shall determine the remuneration of its members.
| Convening of
meetings |
Article
22 |
The
Chairman shall convene meetings of the Board of Directors if and when the need
arises or if a member so requires in writing.
The
Board of Directors may lay down rules on its decision-making mechanism in the
rules governing its organization.
| Power of the Board of
Directors |
Article
24 |
1
The
Board of Directors has in particular the following nontransferable and
inalienable duties:
|
a)
|
the ultimate
direction of the business of the Company and the giving of the necessary
directives;
|
b) the
determination of the organization of the Company;
c) the
administration of accounting, financial control and financial
planning;
|
d)
|
the
appointment and removal of the persons entrusted with the management and
representation
of the Company;
|
|
e)
|
the ultimate
supervision of the persons entrusted with the management of the Company,
specifically
in view of their compliance with the law, the Articles of Incorporation,
regulations and directives;
|
|
f)
|
the
preparation of business reports and the General Meetings of Shareholders
and the carrying out
of the resolutions adopted by the General Meetings of
Shareholders;
|
g) the
notification of the court if liabilities exceed assets;
|
h)
|
the adoption
of resolutions concerning the increase of the share capital to the extent
that such power is
vested in the Board of Directors (Article 651 paragraph 4 of the Code of
Obligations), as well as resolutions concerning the confirmation of
capital increases and respective amendments to the Articles of
Incorporation;
|
| |
|
| i) |
the
examination of the professional qualifications of qualified
auditors.
|
|
2
|
In addition
the Board of Directors may pass resolutions with respect to all matters
which are not
reserved to the authority of the General Meeting of Shareholders by law or
by these Articles of
Incorporation.
|
| Delegation of powers,
organizational rules |
Article
25 |
1
The
Board of Directors may, subject to Article 24 hereof, delegate the management of
the Company in whole or in part to individual or several directors or to third
persons (senior management) in accordance with rules governing the internal
organization.
2
The
rules governing the internal organization shall be enacted by the Board of
Directors and shall determine the powers and organization of the Board of
Directors and the competencies and duties of the senior management.
| Signature
power |
Article
26 |
The
Board of Directors determines those of its members as well as those third
persons who shall have signatory power for the Company and shall further
determine the manner in which such persons may sign on behalf of the
Company.
C.
Auditors and Group Auditors
| Term, powers and
duties |
Article
27 |
The
Auditors and the Group Auditors, both of which shall be elected by the General
Meeting of Shareholders each year, shall have the powers and duties vested in
them by law.
| Special
auditor |
Article
28 |
The
General Meeting of Shareholders may elect for a term of up to three years a
special auditor to perform the special audits required (according to Articles
652f, 653f, and 653i of the Code of Obligations) in connection with capital
increases.
4.
Annual Financial Statements, Consolidated Financial Statements and Profit
Allocation
The
Board of Directors determines the fiscal year.
| Business
report |
Article
30 |
The
Board of Directors shall prepare for each fiscal year a business report
consisting of the annual financial statements for the Company and on a
consolidated level (including profit and loss statements, balance sheet and
notes to the financial statements) and the annual report. The Board of Directors
shall determine the currency in which the consolidated financial statements are
reported.
| Allocation of profit shown on
the balance sheet, reserves |
Article
31 |
1
The
General Meeting of Shareholders subject to the legal provisions shall determine
the allocation of profit shown on the balance sheet. The Board of Directors
shall submit its proposals to the General Meeting of Shareholders.
2
In
addition to statutory reserves, additional reserves may be accrued.
3
Dividends not
claimed within five years after the due date shall remain with the Company and
be allocated to the general reserves.
____________________
5 Publications
and Place of Jurisdiction
Shareholder
communications of the Company shall be made in the Swiss Commercial Gazette. The
Board of Directors may designate additional forms of publication and shall
assure that shareholders in all jurisdictions where the shares of the Company
are listed are treated equally.
| Place of
jurisdiction |
Article
33 |
The
place of jurisdiction for any disputes arising from or in connection with the
shareholdership in the Company shall be at the registered office of the
Company.
6 Contribution
in kind
| Contribution in
kind |
Article
34 |
1
According to the
agreement concerning contribution in kind as of 9 November 2000 the Company will
receive from Astra Zeneca PLC, London, all 100,000 shares with a par value of
CHF 10.– Zeneca Agrochemical Zeta AG, Basel, as a contribution in kind at a
price of CHF 3,000,000,000.–. In return the contributor will receive 43,890,186
shares of the Company, fully paid-in with a par value of CHF 10.–, which
presents a nominal value of CHF 438,901,860.–. The difference between this
amount and the aforementioned price of CHF 3,000,000,000.- will be assigned to
the general reserves of the Company.
2
According to the
agreement subject to US law between Syngenta AG, Basel, Syngenta MergerSub Inc.,
Wilmington, Delaware (USA), and Novartis Agribusiness Holding Inc., Wilmington,
Delaware (USA), as of 8 September 2000 Syngenta AG, Basel, will receive through
contribution in kind from Novartis Agribusiness Holding Inc., Wilmington,
Delaware (USA), all shares of this corporation existing on 12 November 2000 at a
price of CHF 175,000,000.–, which makes Novartis Agribusiness Holding Inc.,
Wilmington, Delaware (USA), a one-hundred-percent affiliate. In return, also
based on this contract, the shareholders of Novartis Agribusiness Holding Inc.,
Wilmington, Delaware (USA), will receive 17,166,099 fully paid-in shares with a
par value of CHF 10.– of the Company with a total nominal value of CHF
171,660,990.–. The difference between this amount and the aforementioned price
of a total of CHF 3,339,010.– will be assigned to the general reserves of the
Company.
7 Merger
In
accordance with the merger agreement of 3 November 2000 and the merger balance
sheet of 3 November 2000 Novartis Agri Holding AG, Basel, transfers all of its
assets and liabilities of CHF 870,776,282.– with the net book value of CHF
686,791,800.– by universal succession to
Syngenta AG, Basel.
In return the former shareholders of Novartis Agri Holding AG, Basel, will
receive 51,498,299 fully paid-in shares of the Company with a par value of CHF
10.– with a total nominal value of CHF 514,982,990.–. The difference of CHF
171,808,810.– between the aforementioned amount and the net book value will be
assigned to the general reserves of the Company.
Version
corresponding to the resolutions of the Ordinary General Meeting of Shareholders
of April 22, 2008.
(The official German
version of the Articles of Incorporation
is
prevailing over the English text).