The Articles of Incorporation of Swiss Estates AG contain the following provisions for disclosure in Article three (3):
Persons who, by themselves or in agreement with third parties, acquire or sell shares in the Company and thereby reach the limit of 3, 5, 10, 15, 20, 25, 33 1/3, 50 or 66 2/3 percent of the voting rights. or exceed, this must be done in accordance with the provisions of the FMIA, in particular pursuant to Art. 120 FMIA, the Board of Directors and the stock exchanges on which the corresponding equity securities are quoted, Statutes Swiss Estates AG, Lucerne - Status 29.05.2017 - Version 6.1 Page 5 of 19 Report. Otherwise, the provisions of the applicable stock exchange regulation FINMA apply.
The Federal Act on Financial Market Infrastructures and Market Behavior in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) contains the following decisive provisions for disclosure, which have come into force since 1 January 2016:
Article 117 Notification
1 Who directly, indirectly or in agreement with third parties shares or purchase or disposal rights relating to shares of a company domiciled in Switzerland whose equity securities are wholly or partly listed in Switzerland, or a company domiciled abroad, whose equity securities are wholly or is partially main- tained, acquires or disposes of in Switzerland and thereby reaches, falls below or exceeds the threshold of 3, 5, 10, 15, 20, 25, 33⅓, 50 or 66⅔ percent of the voting rights, whether exercisable or not the company and the stock exchanges on which the equities are listed.
2 None of the reporting obligations under paragraph 1 are subject to financial intermediaries who acquire or sell shares or acquisition or disposal rights for the account of third parties.
3 Also notifiable is who can exercise the voting rights in accordance with para. 1 at its own discretion.
4 Equal to the acquisition or the sale are:
a. the initial listing of equity securities;
b. the conversion of participation or dividend-right certificates into shares;
c. the exercise of conversion or purchase rights;
d. Changes in the share capital; and
e. the exercise of rights of sale.
5 Indirect acquisition includes in particular all transactions which, as a result, can give the voting rights via the equity securities. Excluded is the granting of powers of attorney exclusively for representation at a general meeting.
Article 118 Notification obligation for organized groups
A contractually or otherwise organized group must fulfill the obligation to notify under Article 117 as a group and report to: a. the total participation; b. the identity of the individual members; c. the type of agreement; d. the representation.
Article 119 Notification to FINMA
If the Company or the stock exchanges have reason to believe that a shareholder has failed to meet his or her reporting obligation, they shall inform FINMA accordingly.