Exhibit 1.1
1 | Corporate Name, Registered Office, | |
Purpose and Duration | ||
Corporate name | Article 1 | |
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. | ||
Purpose | Article 2 | |
1 | Purpose of the Company is to hold interests in enterprises, | |
particularly in the areas of agribusiness; in special circum- | ||
stances the Company may directly operate such businesses. | ||
2 | The Company may acquire, mortgage, liquidate or sell real es- | |
tate and intellectual property rights in Switzerland or abroad. | ||
Duration | Article 3 | |
The duration of the Company is unlimited. |
2 | Share Capital | |
Share capital | Article 4 | |
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 regis- | |
tered shares may be converted into bearer shares and bearer | ||
shares may be converted into registered shares. | ||
Shareholders’ register | Article 5 | |
and restrictions | ||
of registration, | 1 | The Company shall maintain a shareholders’ register showing |
nominees | 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 men- | ||
tioned 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 reg- | ||
istered 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 immedi- | ||
ately 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 sep- | ||
arate 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. |
2 | Share Capital | |
Dematerialized shares | Article 6 | |
1 | Each shareholder may at any time request the Company to | |
confirm the number of registered shares owned by the respec- | ||
tive 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 connect- | ||
ed with the transferred shares. To be valid, the assignment | ||
must be notified to the Company. Registered shares not repre- | ||
sented by a certificate which a bank has been instructed by | ||
the shareholder to hold may only be transferred with the coop- | ||
eration 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 | ||
Competence | Article 8 | |
The General Meeting of Shareholders is the supreme body of | ||
the Company. | ||
Ordinary General | Article 9 | |
Meeting | ||
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 | Article 10 | |
Meeting | ||
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 share- | ||
holder or shareholders specifying the items for the agenda and | ||
the proposals. | ||
Convening of General | Article 11 | |
Meetings | ||
1 | General Meetings of Shareholders shall be convened by the | |
Board of Directors, or, if necessary, by the Auditors, at the lat- | ||
est 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 share- | ||
holders may also be informed by mail. |
3 | Corporate Bodies |
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. | ||
Agenda | Article 12 | |
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 Gen- | ||
eral 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 Share- | |
holders on matters for which no proper notice was given. This | ||
provision shall not apply to proposals to convene an Extraordi- | ||
nary General Meeting of Shareholders or to initiate a special | ||
audit. | ||
Presiding officer, | Article 13 | |
minutes, | ||
vote counters | 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. | ||
Proxies | Article 14 | |
1 | The Board of Directors shall provide for the rules regarding the | |
participation and the representation at the General Meeting of | ||
Shareholders. |
3 | Corporate Bodies |
2 | A shareholder may only be represented by his legal represent- | |
ative, another shareholder with the right to vote, proxies desig- | ||
nated in agreements with or regulations relating to nominees, | ||
corporate bodies (Organvertreter), independent proxies (un- | ||
abhängige Stimmrechtsvertreter) or by a bank or a broker | ||
(Depotvertreter). | ||
3 | The Chairman of the General Meeting decides whether a proxy | |
will be accepted. | ||
Voting rights | Article 15 | |
Each share entitles the holder to one vote. | ||
Resolutions, elections | 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 reso- | |
lution 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 | Article 17 | |
the General Meeting | ||
The following powers shall be vested exclusively in the Gen- | ||
eral Meeting: |
3 | Corporate Bodies |
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 particu- | ||
lar 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 Sharehold- | ||
ers 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 ac- | ||
quisition 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. |
3 | Corporate Bodies |
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 Meet- | ||
ings 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 approxi- | ||
mately 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 re- | |
tire after the lapse of the twelfth year of office or, if earlier, after | ||
the expiry of the seventieth year of age, provided that the re- | ||
tirement shall become effective on the date of the next Ordi- | ||
nary General Meeting of Shareholders following such event. | ||
Organization of the | Article 21 | |
Board, remuneration | ||
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. |
3 | Corporate Bodies |
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. | ||
Resolutions | Article 23 | |
The Board of Directors may lay down rules on its decision- | ||
making mechanism in the rules governing its organization. | ||
Power of the | Article 24 | |
Board of Directors | ||
1 | The Board of Directors has in particular the following nontrans- | |
ferable 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 com- | ||
pliance 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 adopt- | ||
ed 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 Ob- | ||
ligations), 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. |
3 | Corporate Bodies |
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 Arti- | ||
cles of Incorporation. | ||
Delegation of powers, | Article 25 | |
organizational rules | ||
1 | The Board of Directors may, subject to Article 24 hereof, dele- | |
gate the management of the Company in whole or in part to | ||
individual or several directors or to third persons (senior man- | ||
agement) in accordance with rules governing the internal or- | ||
ganization. | ||
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 | Article 27 | |
and duties | ||
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 | ||
Fiscal year | Article 29 | |
The Board of Directors determines the fiscal year. | ||
Business report | Article 30 | |
The Board of Directors shall prepare for each fiscal year a busi- | ||
ness 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 | Article 31 | |
shown on the balance | ||
sheet, reserves | 1 | The General Meeting of Shareholders subject to the legal pro- |
visions shall determine the allocation of profit shown on the | ||
balance sheet. The Board of Directors shall submit its propos- | ||
als 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 re- | ||
serves. |
5 | Publications and Place of Jurisdiction |
Publications | Article 32 | |
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 Com- | ||
pany are listed are treated equally. | ||
Place of jurisdiction | Article 33 | |
The place of jurisdiction for any disputes arising from or in con- | ||
nection 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 contri- | ||
bution 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 no- | ||
minal 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 Syn- | |
genta AG, Basel, Syngenta MergerSub Inc., Wilmington, Dela- | ||
ware (USA), and Novartis Agribusiness Holding Inc., Wilming- | ||
ton, 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 Agribusi- | ||
ness Holding Inc., Wilmington, Delaware (USA), a one-hun- | ||
dred-percent affiliate. In return, also based on this contract, | ||
the shareholders of Novartis Agribusiness Holding Inc., Wilm- | ||
ington, 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 be- | ||
tween 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 |
Merger | Article 35 | |
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 Com- | ||
pany with a par value of CHF 10.– with a total nominal value of | ||
CHF 514,982,990.–. The difference of CHF 171,808,810.– be- | ||
tween 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). |