As per article three (3) "share register", the statutes of Swiss Estates AG include the following transferability restriction conditions:
"With regard to the company, nominal shareholders shall only be recognised as such if entered in the share register. The company shall only recognise one entitled person per share. Upon request, persons acquiring nominal shares shall be entered as shareholders with voting rights into the stock register, provided they explicitly declare they have acquired the nominal shares in their own name and on their own account. Art. 685d paragraph 3 OR remains reserved. Furthermore, the governing board may reject entry of nominal share into the share register of the company if the purchaser of the nominal shares may be considered persons outside of Switzerland within the context of federal laws concerning the acquisition of properties by persons outside of Switzerland (BewG) (1).
The Board of Directors may reject a purchaser of registered shares as a shareholder if the number of registered shares held by it reaches or exceeds 3 percent of the total number of registered shares (voting and registered shares) entered in the commercial register.
Legal persons and partnerships having legal personality, whether combined in capital or votes, by unified management or similar, and natural or legal persons or partnerships acting in a coordinated manner with a view to circumventing the registration restriction shall be deemed to be one acquirer.
The limit of 3 percent also applies to the subscription or purchase of registered shares by exercising subscription, option or conversion rights from registered or bearer shares or other securities issued by the Company or third parties. Subject to Art. 652b (3) and 685d (3) OR.
Otherwise, there are no registration restrictions."
(1) Background to transferability restriction conditions -> ("Federal law concerning purchase of real estate by persons outside of Switzerland [BewG]" - extracts)
1st chapter: Purposes and principles
Art. 1 purpose
This law limits the acquisition of real estate by persons outside of Switzerland in order to prevent estrangement of domestic property.
Art. 2 Permit requirement
persons outside of Switzerland require a permit from the respective cantonal administration to purchase real estate.
2nd chapter: Permit requirement
Art. 4 Acquisition of real estate
1 purchase of property includes:
- purchase of property, building rights, right of residence, or usufruct of a property;investment in a company able to hold assets that is not a legal person and whose actual purpose is the acquisition of real estate;the purchase of property or usufruct of a share in a real estate company whose securities are not regularly traded on the market or in similar assets;(stricken)the purchase of property or usufruct of a share in a legal person whose actual purpose is the acquisition of real estate, provided the shares in the legal person are not quoted on a stock exchange in Switzerland;the founding and execution of purchasing, pre-purchasing, or repurchasing rights to a property or a share within the context of b, c, and e; the acquisition of other rights that provide the purchaser a similar position as that of owner of a property.
Art. 5 Persons outside of Switzerland
1 Persons outside of Switzerland include:
Citizens of member states of the European Community or the European Free-Trade Association who do not possess their legal and actual residence within Switzerland;
a to citizens of other foreign states who do not have the right to settle in Switzerland;
Legal persons or companies capable of holding assets without a legal person that are based according to their statutes or are actually based outside of Switzerland;
Legal persons or companies capable of holding assets without a legal person who are based according to their statutes or actually in Switzerland and in which persons outside of Switzerland enjoy a dominant position;
Natural or legal persons and companies capable of holding assets without a legal person and who are not persons outside of Switzerland according to items a, b, and c, if they acquire property on account of a person outside of Switzerland.
Art. 6 Dominant position
1 A person outside of Switzerland occupies a dominant position if they are able to influence the administration or management due to their financial invement, their voting rights, or other reasons alone or together with other persons outside of Switzerland.
2 The domination of a legal person by persons outside of Switzerland is supposed if they:
Own more than one third of share, equity, or registered capital;
Possess more than one third of votes at general or partner meetings;
Represent the majority of the foundation board or the beneficiary of a foundation under private law;
Provide the legal person with redeemable funds that amount to more than half of the difference between assets of the legal person and its debts vis-a-vis persons subject to approval.