Common use of Jurisdiction Specific Clause in Contracts

Jurisdiction Specific. As of the date hereof, the Company’s Shares are listed on the SIX Swiss Exchange, a Swiss stock Exchange, and as a result of its listing is subject to Article 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading, as amended (the “Swiss Financial Market Conduct Act”). Holders and Beneficial Owners should be aware that the Company has informed the Depositary that, as of the date hereof, the Swiss Financial Market Conduct Act provides that any person who directly, indirectly, or acting in concert with third parties, holds interests with respect to the Shares (including Beneficial Owners of ADRs) is required to notify the Company and the SIX Swiss Exchange if such interests reach, exceed or fall below certain thresholds (such thresholds being currently 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of the Company's voting rights, exercisable or not), in each case calculated by reference to the number of Shares registered in the commercial register in Switzerland. Subject to certain exceptions, such notices of shareholdings must be made within four trading days (being calendar days during which the SIX Swiss Exchange is open for trading) of the date when the relevant disclosure threshold was reached, exceeded or fallen below. Notices of shareholdings must be updated within the same time limit under certain circumstances. In addition, Holders and Beneficial Owners should be aware that the Company has informed the Depositary that pursuant to its Articles of Association, purchasers of Shares may not be registered in the share register of the Company with voting rights if they do not explicitly declare that they have acquired such Shares in their own name and on their own account (any purchaser not making such a declaration a “Nominee”). The Board of Directors of the Company may, however, register Nominees who enter into an agreement with the Company in the share register of the Company with voting rights. The Depositary is a Nominee for purposes of the Company’s Articles of Association and has entered into a Nominee Agreement with the Company, pursuant to which, the Depositary has agreed to provide commercially reasonable efforts to request the Holders of ADRs to provide to the Depositary certain information with respect to the name and address of the Beneficial Owners of each such Holder’s ADRs who beneficially own 2% or more of the share capital of the Company registered in the commercial register (the “De Minimis Threshold”), and to communicate such information to the Company (such information, the “Required Beneficial Owner Information”), and in exchange the Company will register the Depositary with voting rights in the share register of the Company in respect of all Deposited Securities held in connection with the Company's ADR program. Under the Nominee Agreement, the Company is entitled to register the Nominee as a shareholder without voting rights in the share register of the Company with respect to the number of Shares held by the Depositary under the Deposit Agreement (i) on behalf of Holders who do not timely provide the Required Beneficial Owner Information with respect to the Beneficial Owners of such Hxxxxx’s ADRs in excess of the De Minimis Threshold, (ii) with respect to which inaccurate Required Beneficial Owner Information is provided, or (iii) on behalf of Beneficial Owners known to be holding ADRs representing a number of Shares equal or in excess of the De Minimis Threshold but for whom the Depositary is not in a position to provide the Required Beneficial Owner Information. As a result of the foregoing, Holders and Beneficial Owners of ADRs will not have voting rights (i) with respect to the number of ADRs they hold or own representing Shares above the De Minimis Threshold for which the Required Beneficial Owner Information is not, or is not able to be, provided or (ii) for their ADRs representing Shares with respect to which inaccurate Required Beneficial Owner Information is provided. The Company reserves the right to instruct Holders (and through any such Holder, the Beneficial Owners of ADRs evidenced by the ADR's registered in such Holder's name) to deliver their ADRs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof as the holder of Shares and Holders, and Beneficial Owners agree to comply with such instructions. The Depository agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depository, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Holders and Beneficial Owners are solely responsible for determining and complying with all reporting and ownership requirements and / or obtaining any

Jurisdiction Specific. As of the date hereof, the Company’s Shares are listed on the SIX Swiss Exchange, a Swiss stock Exchange, and as a result of its listing is subject to Article 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading, as amended (the “Swiss Financial Market Conduct Act”). Holders and Beneficial Owners should be aware that the Company has informed the Depositary that, as of the date hereof, the Swiss Financial Market Conduct Act provides that any person who directly, indirectly, or acting in concert with third parties, holds interests with respect to the Shares (including Beneficial Owners of ADRs) is required to notify the Company and the SIX Swiss Exchange if such interests reach, exceed or fall below certain thresholds (such thresholds being currently 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of the Company's voting rights, exercisable or not), in each case calculated by reference to the number of Shares registered in the commercial register in Switzerland. Subject to certain exceptions, such notices of shareholdings must be made within four trading days (being calendar days during which the SIX Swiss Exchange is open for trading) of the date when the relevant disclosure threshold was reached, exceeded or fallen below. Notices of shareholdings must be updated within the same time limit under certain circumstances. In addition, Holders and Beneficial Owners should be aware that the Company has informed the Depositary that pursuant to its Articles of Association, purchasers of Shares may not be registered in the share register of the Company with voting rights if they do not explicitly declare that they have acquired such Shares in their own name and on their own account (any purchaser not making such a declaration a “Nominee”). The Board of Directors of the Company may, however, register Nominees who enter into an agreement with the Company in the share register of the Company with voting rights. The Depositary is a Nominee for purposes of the Company’s Articles of Association and has entered into a Nominee Agreement with the Company, pursuant to which, the Depositary has agreed to provide commercially reasonable efforts to request the Holders of ADRs to provide to the Depositary certain information with respect to the name and address of the Beneficial Owners of each such Holder’s ADRs who beneficially own 2% or more of the share capital of the Company registered in the commercial register (the “De Minimis Threshold”), and to communicate such information to the Company (such information, the “Required Beneficial Owner Information”), and in exchange the Company will register the Depositary with voting rights in the share register of the Company in respect of all Deposited Securities held in connection with the Company's ADR program. Under the Nominee Agreement, the Company is entitled to register the Nominee as a shareholder without voting rights in the share register of the Company with respect to the number of Shares held by the Depositary under the Deposit Agreement (i) on behalf of Holders who do not timely provide the Required Beneficial Owner Information with respect to the Beneficial Owners of such HxxxxxHolder’s ADRs in excess of the De Minimis Threshold, (ii) with respect to which inaccurate Required Beneficial Owner Information is provided, or (iii) on behalf of Beneficial Owners known to be holding ADRs representing a number of Shares equal or in excess of the De Minimis Threshold but for whom the Depositary is not in a position to provide the Required Beneficial Owner Information. As a result of the foregoing, Holders and Beneficial Owners of ADRs will not have voting rights (i) with respect to the number of ADRs they hold or own representing Shares above the De Minimis Threshold for which the Required Beneficial Owner Information is not, or is not able to be, provided or (ii) for their ADRs representing Shares with respect to which inaccurate Required Beneficial Owner Information is provided. The Company reserves the right to instruct Holders (and through any such Holder, the Beneficial Owners of ADRs evidenced by the ADR's registered in such Holder's name) to deliver their ADRs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof as the holder of Shares and Holders, and Beneficial Owners agree to comply with such instructions. The Depository agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depository, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Holders and Beneficial Owners are solely responsible for determining and complying with all reporting and ownership requirements and / or obtaining any.

Jurisdiction Specific. As Notwithstanding any provision of the date hereofDeposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the Company’s “Companies Act”) or the Articles. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares are listed in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the SIX Swiss Exchangerights to receive dividends on and to transfer such Shares. In addition, a Swiss stock Exchangeby accepting or holding an ADR, and as a result of its listing is subject each Holder agrees to Article 120 comply with the provisions of the Swiss Federal Act on Financial Market Infrastructures United Kingdom Disclosure and Market Conduct in Securities and Derivatives Trading, Transparency Rules (as amended (from time to time, the “Swiss Financial Market Conduct ActDTRs”). Holders and Beneficial Owners should be aware that ) with regard to the notification to the Company has informed the Depositary thatof interests in Shares and certain financial instruments, as of the date hereofwhich currently provide, the Swiss Financial Market Conduct Act provides inter alia, that any person who directly, indirectly, or acting in concert with third parties, holds interests with respect to the Shares (including Beneficial Owners of ADRs) is required to a Holder must notify the Company and of the SIX Swiss Exchange percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if such interests reachthe percentage of those voting rights (i) reaches, exceed exceeds or fall falls below certain thresholds (such thresholds being currently 3%, 4%, 5%, 106%, 157%, 208%, 259%, 33 1/3%, 5010% and 66 2/3each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the Company's acquisition or disposal or of the possibility of exercising voting rights, exercisable or not)on which, in each case calculated by reference having regard to the number circumstances, should have learned of Shares registered in the commercial register in Switzerland. Subject to certain exceptionsit, such notices of shareholdings must be made within four trading days (being calendar days during which the SIX Swiss Exchange is open for trading) regardless of the date when on which the relevant disclosure threshold was reachedacquisition, exceeded disposal or fallen below. Notices possibility of shareholdings must be updated within the same time limit under certain circumstances. In additionexercising voting rights takes effect, Holders and Beneficial Owners should be aware that the Company has or (b) is informed the Depositary that pursuant to its Articles of Association, purchasers of Shares may not be registered in the share register of the Company with voting rights if they do not explicitly declare that they have acquired such Shares event mentioned in their own name and on their own account (any purchaser not making such a declaration a “Nominee”)ii) above. The Board of Directors Any summary of the Company may, however, register Nominees who enter into an agreement with the Company in the share register laws and regulations of the Company with voting rights. The Depositary is a Nominee for purposes United Kingdom and of the terms of the Company’s Articles constituent documents has been provided by the Company solely for the convenience of Association Holders, Beneficial Owners and has entered into a Nominee Agreement with the Company, pursuant Depositary. While such summaries are believed by the Company to which, the Depositary has agreed to provide commercially reasonable efforts to request the Holders of ADRs to provide to the Depositary certain information with respect to the name and address be accurate as of the Beneficial Owners of each such Holder’s ADRs who beneficially own 2% or more date of the share capital of the Company registered in the commercial register (the “De Minimis Threshold”), and to communicate such information to the Company (such information, the “Required Beneficial Owner Information”), and in exchange the Company will register the Depositary with voting rights in the share register of the Company in respect of all Deposited Securities held in connection with the Company's ADR program. Under the Nominee Deposit Agreement, the Company is entitled to register the Nominee as a shareholder without voting rights in the share register of the Company with respect to the number of Shares held by the Depositary under the Deposit Agreement they are (i) on behalf of Holders who do summaries and as such may not timely provide the Required Beneficial Owner Information with respect to the Beneficial Owners of such Hxxxxx’s ADRs in excess include all aspects of the De Minimis Thresholdmaterials summarized as applicable to a Holder or Beneficial Owner, and (ii) with respect to which inaccurate Required provided by the Company as of the date of the Deposit Agreement. The Holder or Beneficial Owner Information is provided, or (iii) on behalf of Beneficial Owners known to be holding ADRs representing a number of Shares equal or in excess acknowledges that these laws and regulations and the Company’s constituent documents may change after the date of the De Minimis Threshold but for whom Deposit Agreement. Neither the Depositary is not in a position nor the Company has any obligation to provide the Required Beneficial Owner Information. As a result of the foregoing, Holders and Beneficial Owners of ADRs will not have voting rights (i) with respect to the number of ADRs they hold or own representing Shares above the De Minimis Threshold for which the Required Beneficial Owner Information is not, or is not able to be, provided or (ii) for their ADRs representing Shares with respect to which inaccurate Required Beneficial Owner Information is provided. The Company reserves the right to instruct Holders (and through update any such Holder, the Beneficial Owners of ADRs evidenced by the ADR's registered in such Holder's name) to deliver their ADRs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof as the holder of Shares and Holders, and Beneficial Owners agree to comply with such instructions. The Depository agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depository, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Holders and Beneficial Owners are solely responsible for determining and complying with all reporting and ownership requirements and / or obtaining anysummaries.

Jurisdiction Specific. As Notwithstanding any provision of the date hereofDeposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the Company’s "Companies Act") or the Articles. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares are listed in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the SIX Swiss Exchangerights to receive dividends on and to transfer such Shares. In addition, a Swiss stock Exchange, and as a result of its listing is subject by accepting or holding an ADR each Holder agrees to Article 120 comply with the provisions of the Swiss Federal Act on Financial Market Infrastructures United Kingdom Disclosure and Market Conduct in Securities and Derivatives Trading, Transparency Rules (as amended (from time to time, the “Swiss Financial Market Conduct Act”). Holders and Beneficial Owners should be aware that "DTRs") with regard to the notification to the Company has informed the Depositary thatof interests in Shares and certain financial instruments, as of the date hereofwhich currently provide, the Swiss Financial Market Conduct Act provides inter alia, that any person who directly, indirectly, or acting in concert with third parties, holds interests with respect to the Shares (including Beneficial Owners of ADRs) is required to a Holder must notify the Company and of the SIX Swiss Exchange percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if such interests reachthe percentage of those voting rights (i) reaches, exceed exceeds or fall falls below certain thresholds (such thresholds being currently 3%, 4%, 5%, 106%, 157%, 208%, 259%, 33 1/3%, 5010% and 66 2/3each 1% of the Company's voting rights, exercisable or not), in each case calculated by reference threshold thereafter up to the number of Shares registered in the commercial register in Switzerland. Subject to certain exceptions, such notices of shareholdings must be made within four trading days (being calendar days during which the SIX Swiss Exchange is open for trading) of the date when the relevant disclosure threshold was reached, exceeded or fallen below. Notices of shareholdings must be updated within the same time limit under certain circumstances. In addition, Holders and Beneficial Owners should be aware that the Company has informed the Depositary that pursuant to its Articles of Association, purchasers of Shares may not be registered in the share register of the Company with voting rights if they do not explicitly declare that they have acquired such Shares in their own name and on their own account (any purchaser not making such a declaration a “Nominee”). The Board of Directors of the Company may, however, register Nominees who enter into an agreement with the Company in the share register of the Company with voting rights. The Depositary is a Nominee for purposes of the Company’s Articles of Association and has entered into a Nominee Agreement with the Company, pursuant to which, the Depositary has agreed to provide commercially reasonable efforts to request the Holders of ADRs to provide to the Depositary certain information with respect to the name and address of the Beneficial Owners of each such Holder’s ADRs who beneficially own 2100% or more of the share capital of the Company registered in the commercial register (the “De Minimis Threshold”), and to communicate such information to the Company (such information, the “Required Beneficial Owner Information”), and in exchange the Company will register the Depositary with voting rights in the share register of the Company in respect of all Deposited Securities held in connection with the Company's ADR program. Under the Nominee Agreement, the Company is entitled to register the Nominee as a shareholder without voting rights in the share register of the Company with respect to the number of Shares held by the Depositary under the Deposit Agreement (i) on behalf of Holders who do not timely provide the Required Beneficial Owner Information with respect to the Beneficial Owners of such Hxxxxx’s ADRs in excess of the De Minimis Threshold, (ii) with respect to which inaccurate Required Beneficial Owner Information is provided, or (iii) on behalf of Beneficial Owners known to be holding ADRs representing a number of Shares equal or in excess of the De Minimis Threshold but for whom the Depositary is not in a position to provide the Required Beneficial Owner Information. As a result of the foregoingan acquisition or disposal of Shares or certain financial instruments, Holders and Beneficial Owners of ADRs will not have voting rights (i) with respect to the number of ADRs they hold or own representing Shares above the De Minimis Threshold for which the Required Beneficial Owner Information is not, or is not able to be, provided or (ii) for their ADRs representing Shares with respect to which inaccurate Required Beneficial Owner Information is provided. The Company reserves reaches, exceeds or falls below such applicable thresholds as a result of events changing the right to instruct Holders (breakdown of voting rights and through any such Holder, on the Beneficial Owners basis of ADRs evidenced information disclosed by the ADR's registered in such Holder's name) to deliver their ADRs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof as the holder of Shares and Holders, and Beneficial Owners agree to comply with such instructions. The Depository agrees to cooperate with the Company in its efforts to inform Holders accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability acquisition or expense on the part disposal or of the Depositorypossibility of exercising voting rights, or on which, having regard to the Company circumstances, should have learned of it, regardless of the date on which the manner acquisition, disposal or manners possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in which it may enforce such rights with respect to any Holder. Holders and Beneficial Owners are solely responsible for determining and complying with all reporting and ownership requirements and / or obtaining any(ii) above.