Statutes
I. NAME, LIFETIME, DOMICILE AND OBJECT OF THE COMPANY
§ 1
Under the name Sunstar Holding AG, a company limited by shares is established with legal domicile in in Liestal.
The lifetime of the Company is unlimited.
§ 2
The object of the company is long-term investment in companies, mainly those connected with tourism.
II. SHARE CAPITAL AND SHARES
§ 3
The share capital of the company is CHF 50,000,000. It is nominally divided into 47,000 bearer shares of Series A of CHF 1,000 and nominally 3,000 bearer shares of Series B of CHF 1,000. Each share is fully paid up. subject to § 4 hereof, Series A and Series B shares accordingly confer the same rights, including equal voting rights and equal rights to dividends and a percentage of the liquidation assets.
No further Series B bearer shares will be issued.
After considering § 4 of these statutes, the Board of Directors hereby sets the conditions for the issue of new shares. A purchaser of the company is not required to conduct a public tender offer pursuant to Articles 32 and 52 of the Stock Exchange Act [BEHG].
§ 4
In any capital increase, each share of Series B confers on its holder the right to purchase ten new Series A shares at par. this privilege expires if in one or more capital increases, the holders of shares of Series B Shares subscribe new Series A shares with a nominal value of CHF 30,000,000.
§ 5
The company is authorised to issue bonds and convertible bonds. The Board of Directors shall set the issue conditions thereof.
§ 6
Instead of handwritten signatures, all shares, bonds and certificates may bear facsimile signatures of the Chairman and a member of the Board of Directors.
III. CORPORATE BODIES
§ 7
The corporate bodies are:
a) General Meeting
b) Board of Directors
c) Auditors
a) General Meeting
§ 8
The General Meeting has the powers conferred on it by law. In addition, the General Meeting decides on all matters submitted to it by the Board of Directors for decision.
§ 9
The General Meeting is summoned by the Board of Directors and, if need be, by the Auditors.
An Ordinary General Meeting shall be held on an annual basis within six months after the close of the financial year. Extraordinary General Meetings shall be convened according to need, if the Board or the Auditors consider it necessary or upon the decision of a General Meeting, or if there are one or more shareholders who together represent at least one tenth of the share capital who request a General Meeting in writing, stating the purpose thereof.
§ 10
Notice of the General Meeting shall be given by publication in the "Schweizerisches Handelsamtsblatt" at least 20 days before the date of the meeting and stating the agenda items.
Regarding matters which have not been announced in this way, no decisions may be taken, except in response to a request to summon an Extraordinary General Meeting.
§ 11
No later than twenty days before the Ordinary General Meeting, the profit and loss account and balance sheet together with the auditors' report and the annual report and requests from the Board of Directors concerning distribution of the net profit must be lodged for inspection by shareholders at the Company’s head office.
§ 12
The Chairman of the Board of Directors or in his absence another member of the Board as designated by the Board of Directors shall preside at the General Meeting.
The Chairman and each meeting secretary appointed by him to must sign the compulsory minutes of the meeting. The minutes must information on the resolutions and elections and must also contain statements made by shareholders for the record.
§ 13
Each share entitles the holder to one vote. Shareholders may only be represented at the General Meeting by other shareholders. Voting and elections are normally conducted in public. A secret vote or election shall be held, however, if the Chairman orders it.
§ 14
The General Meeting shall take place at the location specified by the Board of Directors. It is conducted by the Chairman of the Board of Directors or in his absence by another member of the Board.
§ 15
Unless the law provides otherwise, the General Meeting is quorate regardless of the number of votes represented and takes its decisions by an absolute majority of votes cast.
b) Board of Directors
§ 16
Management of the company is transferred to a member of the Board of Directors, who must be appointed by at least three other members. The Board of Directors constitutes itself It is elected for a term of three years. Re-election is permitted. Shareholders of Series A bearer shares and shareholders of Series B bearer shares are entitled to at least one representative on the Board.
§ 17
The personal presence of a majority of all members is required for the Board of Directors to be quorate.
Board decisions must be taken by an absolute majority of votes cast by members present. In the event of tied voting, the Chairman's vote counts twice.
Resolutions by circular are permitted, unless a member of the Board has requested a formal meeting.
§ 18
The Board of Directors has all powers which are not reserved by law or these Statutes to the General Meeting or the Auditors.
§ 19
The Board of Directors appoints persons from among its members and outside it, who shall have the power of legally binding signature on behalf of the Company. The Board of the Directors decides on the nature of the signing authority so conferred.
c) Auditors
§ 20
Each year the General Meeting shall appoint a Trust or Auditing company as the Auditors for one year.
The Auditors need not be shareholders. They must not be members of the Board of Directors or employees of the company. The auditor may be re-elected.
IV. BALANCE SHEET, RESERVES, DISTRIBUTION OF THE PROFITS
§ 21
The financial year begins on 1 May and ends on 30 April the following year.
The balance sheet must be produced in accordance with the requirements of the general law.
§ 22
The General Meeting shall decide the distribution of net profit in compliance with both the requirements of the general law and the requirements of these Statutes. The rest is at the free disposition of the General Meeting.
§ 23
All notices are announced in the "Schweizerisches Handelsamtsblatt".
V. WINDING UP AND LIQUIDATION
§ 24
In the event that the Company is wound up, the liquidation must be conducted in accordance with the requirements of the general law.
Liestal, 14 March 1969
16 September 1971
17 May 1972
12 January 1973
19 December 1977
22 January 1979
25 May 1981
27 August 1986
27 February 1997
30 November 2004
