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EXHIBIT 1.1
ABB LTD, ZURICH
ARTICLES
OF INCORPORATION
ABB
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Translation of the
ARTICLES OF INCORPORATION OF
ABB LTD, ZURICH
as of March 20, 2001
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SECTION 1: NAME, PLACE OF INCORPORATION, PURPOSE AND DURATION
ARTICLE 1 NAME, PLACE OF
Under the name INCORPORATION
ABB Ltd
ABB AG
ABB SA
there exists a corporation with its place of incorporation in Zurich.
ARTICLE 2 PURPOSE
1 The purpose of the Company is to hold interests in business enter-
prises, particularly in enterprises active in the areas of
industry, trade and services.
2 The Company may acquire, encumber, exploit or sell real estate and
intellectual property rights in Switzerland and abroad and may also
finance other companies.
3 The Company may engage in all types of transactions and may take
all measures that appear appropriate to promote, or that are
related to, the purpose of the Company.
ARTICLE 3 DURATION
The duration of the Company shall be unlimited.
SECTION 2: SHARE CAPITAL
ARTICLE 4 SHARE CAPITAL
1 The share capital of the Company is CHF 3'000'023'580 and is
divided into 1'200'009'432 fully paid registered shares. Each share
has a par value of CHF 2.50.
2 Upon resolution of the General Meeting of Shareholders, registered
shares may be converted into bearer shares and bearer shares may be
converted into registered shares.
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AUTHORIZED ARTICLE 4bis
SHARE CAPITAL 1 The Board of Directors shall be authorized
to increase the share capital in an amount
not to exceed CHF 100'000'000 through the
issuance of up to 40'000'000 fully paid
registered shares with a par value of CHF
2.50 per share by not later than June 26,
2001. An increase in partial amounts shall
be permitted.
2 The subscription and acquisition of the new
shares, as well as each subsequent transfer
of the shares, shall be subject to the
restrictions of art. 5 of these Articles of
Incorporation.
3 The Board of Directors shall determine the
date of issue of new shares, the issue
price, the type of payment, the conditions
for the exercise of pre-emptive rights, and
the beginning date for dividend
entitlement. In this regard, the Board of
Directors may issue new shares by means of
a firm underwriting through a banking
institu- tion or syndicate and a subsequent
offer of these shares to the cur- rent
shareholders. The Board of Directors may
permit pre-emptive rights that have not
been exercised to expire or it may place
these rights and/or shares as to which
pre-emptive rights have been granted but
not exercised, at market conditions.
4 The Board of Directors is further authorized
to restrict or deny the pre-emptive rights of
shareholders and allocate such rights to
third parties if the shares are to be used:
a) for the acquisition of an enterprise,
parts of an enterprise or participations
or, in case of a share placement, for the
financing of such transactions; or
b) for the purpose of broadening the shareholder
constituency in connection with a listing
of shares on domestic or foreign stock
exchanges.
CONTINGENT SHARE ARTICLE 4 ter
CAPITAL 1 The share capital may be increased in an
amount not to exceed CHF 100'000'000 by the
issuance of up to 40'000'000 fully paid
registered shares with a par value of CHF
2.50 per share, (a) up to
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the amount of CHF 75'000'000 through the exercise of
conversion rights and/or warrants granted in
connection with the issuance on national or
international capital markets of bonds or similar
debt instruments by the Company or one of its group
companies and
(b) up to the amount of CHF 25'000'000 through the
exercise of warrant rights granted to the shareholders.
The pre-emptive rights of the shareholders shall be
excluded in connection with the issuance of convertible
or warrant-bearing bonds or similar debt instruments.
The then current owners of conversion rights and/or
warrants shall be entitled to subscribe for the new
shares. The conditions of the conversion rights and/or
warrants shall be determined by the Board of Directors.
2 The acquisition of shares through the exercise of
conversion rights and/or warrants and each
subsequent transfer of the shares shall be subject
to the restrictions of art. 5 of these Articles of
Incorporation.
3 In connection with the issue of convertible or
warrant-bearing bonds or similar debt instruments,
the Board of Directors shall be author- ized to
restrict or deny the advance subscription rights of
shareholders if such debt issues are for the
purpose of financing the acquisition of an
enterprise, parts of an enterprise, or
participations. If advance subscription rights are
denied by the Board of Directors, the following
shall apply: the convertible bond or warrant issues
shall be made at the prevailing market conditions
(including the standard dilution protection
provisions in accordance with market practice) and
the new shares shall be issued pursuant to the rele-
vant convertible bond or warrant issue conditions.
Conversion rights may be exercised during a maximum
10-year period, and warrants may be exercised during
a maximum 7-year period, in each case from the date
of the respective debt issue. The conversion or war-
rant price must at least equal the average of the
most recent price for the shares on the Swiss
Exchange during the five business days preceding
determination of the definitive issue conditions for
the relevant convertible bond or warrant issues.
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4 The share capital may be increased in an
amount not to exceed CHF 100'000'000
through the issuance of up to 40'000'000
fully paid registered shares with a par
value of CHF 2.50 per share by the issuance
of new shares to employees of the Company
and group companies. The pre-emptive and
advance subscription rights of the
shareholders of the Company shall thereby
be excluded. The shares or rights to
subscribe for shares shall be issued to
employees pursuant to one or more
regulations to be issued by the Board of
Directors, taking into account performance,
functions, levels of responsibility and
profitability criteria. Shares or
subscription rights may be issued to
employees at a price lower than that quoted
on the stock exchange.
5 The acquisition of shares within the
context of employee share ownership and
each subsequent transfer of the shares
shall be subject to the restrictions of
art. 5 of these Articles of Incorporation.
SHARE REGISTER ARTICLE 5
AND RESTRICTIONS ON 1 The Company shall maintain a share register
REGISTRATION, listing the surname and first name (in the
NOMINEES case of legal entities, the company name)
and address of the holders and
usufructuaries of the registered shares.
2 Acquirors of registered shares shall be
registered upon request in the share
register as shareholders with the right to
vote, provided that they expressly declare
that they acquired the registered shares in
their own name and for their own account.
3 If persons fail to expressly declare in
their registration applications that they
hold the shares for their own account (the
"Nominees"), the Board of Directors shall
enter such persons in the share register
with the right to vote, provided that the
Nominee has entered into an agreement with
the Board of Directors concerning his
status and is subject to a recognised bank
or financial market supervision.
4 After hearing the registered shareholder or
Nominee, the Board of Directors may cancel
registrations in the share register,
retroactive
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to the date of registration, if such registrations
were made based on incorrect information. The
relevant shareholder or Nominee shall be informed
immediately as to the cancellation.
5 The Board of Directors shall regulate the details
and issue the instructions necessary for compliance
with the preceding provisions. In special cases,
it may grant exemptions from the rule concerning
Nominees. The Board of Directors may delegate its
duties.
6 Notwithstanding paras. 2-4 of this article,
acquirors of registered shares may be registered in
the share register with Vardepapperscentralen VPC
AB ("VPC") in accordance with Swedish law.
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ARTICLE 6 SHARE CERTIFICATES
1 The shareholder may at any time request the Company to issue a
confirmation of the number of registered shares held
by such shareholder. The shareholder is not
entitled, however, to request the printing and
delivery of certificates for registered shares. The
Company may, on the other hand, at any time print
and deliver certificates for registered shares, and
may, with the consent of the shareholder, destroy
issued certificates that are delivered to it,
without replacement.
2 Uncertificated registered shares, including any
uncertificated rights arising thereunder, may be
transferred only by way of assignment. The
assignment must be notified to the Company in order
to be valid.
3 Uncertificated registered shares and the pecuniary
rights associated therewith may be pledged only by
way of a written agreement, and only in favor of the
bank at which the shareholder holds such shares in
book-entry form. Notification to the Company shall
not be necessary. Uncertificated registered shares
registered with VPC may be pledged in accordance
with Swedish law.
4 In the event that shares are printed, they shall
bear the signatures of two members of the Board of
Directors. These signatures may be facsimile
signatures.
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5 The Company may in any event issue
certificates representing more than one
share.
EXERCISE OF RIGHTS ARTICLE 7
1 The Company shall only accept one
representative per share.
2 The right to vote and rights relating
thereto under a registered share may be
exercised vis-a-vis the Company only by a
shareholder, usufructuary or Nominee
registered in the share register with the
right to vote.
DIVIDEND ACCESS ARTICLE 8
FACILITY 1 The Company has established a dividend
access facility under which shareholders
who are resident in Sweden have the option
to be registered with VPC as holders of a
total of up to 600'004'716 registered
shares of the Company, with suspended
dividend entitlement. The claim to
dividends against the Company on such
registered shares shall be suspended as
long as such registered shares are
registered with VPC. In lieu thereof, on
each such registered share, an amount
equivalent to the dividend resolved on a
regis- tered share of the Company shall be
paid in Swedish kronor by ABB Participation
AB based on the dividend entitlement on a
preference share.
2 In deciding on the appropriation of
dividends, the General Meeting of
Shareholders shall take into account that
the Company will pay dividends only on
shares that do not participate in the
dividend access facility.
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SECTION 3: CORPORATE BODIES
A. GENERAL MEETING OF SHAREHOLDERS
ARTICLE 9 COMPETENCE
The General Meeting of Shareholders is the supreme body of the
Company.
ARTICLE 10 ORDINARY
The Ordinary General Meeting of Shareholders shall be held each GENERAL MEETINGS
year within six months after the close of the fiscal year of the
Company; the business report and the Auditor's report, together
with the Group Auditor's report, shall be made available for inspec-
tion by the shareholders at the place of incorporation of the
Company by no later than twenty days prior to the meeting. Each
shareholder is entitled to request immediate delivery of a copy of
these documents. Shareholders will be notified of this in writing.
ARTICLE 11 EXTRAORDINARY
1 Extraordinary General Meetings of Shareholders shall be held when GENERAL MEETINGS
deemed necessary by 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 this is
requested by one or more shareholders who represent
an aggregate of at least one-tenth of the share
capital and who submit a petition signed by such
shareholder(s), specifying the items for the agenda
and the proposals.
ARTICLE 12 NOTICE OF
1 Notice of General Meetings of Shareholders shall be given by the GENERAL MEETINGS
Board of Directors or, if necessary, by the
Auditors, by no later than twenty days prior to the
meeting date. Notice of the meeting shall be given
by way of an announcement appearing once in the
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official publication organ of the Company.
Shareholders may also be informed by
ordinary mail. Liquidators and
representatives of bondholders shall also
be entitled to call a General Meeting of
Shareholders.
2 The notice of a meeting shall state the
items on the agenda and the proposals of
the Board of Directors and of the
shareholders who demanded that a General
Meeting of Shareholders be held or that an
item be included on the agenda and, in case
of elections, the names of the nominated
candidates.
AGENDA ARTICLE 13
1 One or more shareholders whose combined
shareholdings repre- sent an aggregate par
value of at least CHF 1'000'000 may demand
that an item be included on the agenda of a
General Meeting of Shareholders. Such
inclusion must be requested in writing at
least forty days prior to the meeting and
shall specify the agenda items and
proposals of such shareholder(s).
2 No resolutions may be passed at a General
Meeting of Share-holders concerning agenda
items for which proper notice was not
given. This provision shall not apply,
however, to proposals made during a General
Meeting of Shareholders to convene an
Extraordinary General Meeting of
Shareholders or to initiate a special
audit.
3 No previous notification shall be required
for proposals concerning items included on
the agenda and for debates as to which no
vote is taken.
PRESIDING OFFICER, ARTICLE 14
MINUTES, 1 The General Meeting of Shareholders shall
VOTE COUNTERS be held at the place of incorporation of
the Company, unless the Board of Directors
decides otherwise. The Chairman of the
Board or, in his absence, a Vice-Chairman
or any other Member appointed by the Board,
shall take the chair.
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2 The presiding officer shall appoint the secretary
and the vote counters. The minutes shall be signed
by the presiding officer and the secretary.
3 The presiding officer shall have all powers and
authority necessary to ensure the orderly and
undisturbed conduct of the General Meeting of
Shareholders.
ARTICLE 15 PROXIES
1 The Board of Directors shall issue procedural rules regarding par-
ticipation in and representation at the General Meeting of Share-
holders.
2 A shareholder may be represented only by his legal representative,
another shareholder with the right to vote, a corporate body
(Organvertreter), an independent proxy (unabhangiger Stimmrechts-
vertreter), or a depositary (Depotvertreter). All shares held by
one shareholder may be represented by only one representative.
ARTICLE 16 VOTING RIGHTS
Subject to art. 5 para. 2 of these Articles of Incorporation, each
share shall grant the right to one vote.
ARTICLE 17 RESOLUTIONS, ELECTIONS
1 Unless otherwise required by law, the General Meeting of
Shareholders shall pass resolutions and decide elections upon an
absolute majority of the votes represented.
2 Resolutions and elections shall be decided by a show of hands,
unless a secret ballot is resolved by the General Meeting of Share-
holders or is ordered by the presiding officer. The presiding
officer may also arrange for resolutions and elections to be
carried out by electronic means. Resolutions and elections carried
out by electronic means are deemed to have the same effect as
secret ballots.
3 The presiding officer may at any time order that an election or
resolution decided by a show of hands be repeated through a
secret
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ballot if, in his view, the results of the
vote are in doubt. In this case, the
preceding decision by a show of hands shall
be deemed to have not occurred.
4 If the first ballot fails to result in an
election and more than one candidate is
standing for election, the presiding
officer shall order a second ballot in
which a relative majority shall be
decisive.
SPECIFIC POWERS OF ARTICLE 18
THE GENERAL MEETING The following powers shall be vested exclusively in
the General Meeting of Shareholders:
a) adoption and amendment of the Articles of
Incorporation;
b) election of the members of the Board of
Directors, the Auditors, the Group Auditors and
the Special Auditors;
c) approval of the annual report and the
consolidated financial statements;
d) approval of the annual financial statements and
deciding on the allocation of profits shown on
the balance sheet, in particular with regard to
dividends;
e) granting discharge to the members of the Board of
Directors and the persons entrusted with
management;
f) passing resolutions as to all matters reserved
to the authority of the General Meeting by law
or under these Articles of Incorporation or that
are submitted to the General Meeting by the
Board of Directors, subject to art. 716a Swiss
Code of Obligations.
SPECIAL QUORUM ARTICLE 19
The approval of at least two-thirds of the
votes represented shall be required for
resolutions of the General Meeting of
Shareholders with respect to:
a) a modification of the purpose of the Company;
b) the creation of shares with increased voting
powers;
c) restrictions on the transfer of registered shares
and the removal of such restrictions;
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d) restrictions on the exercise of the right to vote
and the removal of such restrictions;
e) an authorized or conditional increase in share
capital;
f) an increase in share capital through the
conversion of capital surplus, through an in-kind
contribution or in exchange for an acquisition of
property, and a grant of special benefits;
g) the restriction or denial of pre-emptive rights;
h) a transfer of the place of incorporation of the
Company;
i) the dissolution of the Company without
liquidation.
B. BOARD OF DIRECTORS
ARTICLE 20 NUMBER OF DIRECTORS
The Board of Directors shall consist of no less than 7 and no more
than 13 members, all of whom shall be shareholders.
ARTICLE 21 TERM OF OFFICE
1 The term of office of the members of the Board of Directors
shall be one year. In this regard, one year shall
mean the period between two Ordinary General
Meetings of Shareholders.
2 Members of the Board of Directors whose terms of office have
expired shall be immediately eligible for re-election.
ARTICLE 22 ORGANIZATION OF THE
1 The Board of Directors shall elect from among its members one BOARD, REMUNERATION
Chairman and one or more Vice-Chairmen. It shall
appoint a secretary who need not be a member of
the Board.
2 The members of the Board of Directors shall be entitled to the
reimbursement of all expenses incurred in the interests of the
Company, as well as remuneration for their services that is appro-
priate in view of their functions and responsibilities. The amount
of the remuneration shall be fixed by the Board of Directors or a
committee of the Board of Directors.
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CONVENING OF ARTICLE 23
MEETINGS The Chairman shall convene meetings of the
Board of Directors if and when the need
arises or whenever a member or the chief
executive officer so requests in writing.
RESOLUTIONS ARTICLE 24
1 In order to pass resolutions, at least a
majority of the members of the Board of
Directors must be present. No attendance
quorum shall be required for resolutions of
the Board of Directors providing for the
confirmation of capital increases or for
the amendment of the Articles of
Incorporation in connection therewith.
2 Resolutions of the Board of Directors shall
be adopted upon a majority of the votes
cast. In the event of a tie, the Chairman
shall have the casting vote.
3 Resolutions may be passed by way of
circulation (in writing), provided that no
member requests oral deliberation.
SPECIFIC POWERS OF ARTICLE 25
THE BOARD 1 The Board of Directors has, in particular,
the following nondele- gable and
inalienable duties:
a) the ultimate direction of the business of the
Company and the issuance of the necessary
instructions;
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 management and representation of
the Company;
e) the ultimate supervision of the persons entrusted
with management of the Company, specifically in
view of their compliance with law, these Articles
of Incorporation, the regulations and directives;
f) the preparation of business reports, the
preparations for the General Meetings of
Shareholders and the implementation of the
resolutions adopted by the General Meetings of
Shareholders;
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g) the adoption of resolutions concerning an
increase in share cap-ital to the extent that
such power is vested in the Board of Directors
(art. 651 para. 4 Swiss Code of Obligations) and
of resolutions concerning the confirmation of
capital increases and corresponding amendments
to the Articles of Incorporation, as well as
making the required report on the capital
increase;
h) the examination of the professional
qualifications of the qualified auditors;
i) notification of the court if liabilities exceed
assets.
2 In addition, the Board of Directors may pass resolutions with
respect to all matters that are not reserved to the
authority of the General Meeting of Shareholders by
law or under these Articles of Incorporation.
ARTICLE 26 DELEGATION OF POWERS
Subject to art. 25 of these Articles of Incorporation, the Board of
Directors may delegate management of the Company in whole or in
part to individual directors or to third persons (Executive Com-
mittee) pursuant to regulations governing the internal
organization.
ARTICLE 27 SIGNATURE POWER
The due and valid representation of the Company by members of the
Board of Directors or other persons shall be set forth in regula-
tions governing the internal organization.
C. AUDITORS, GROUP AUDITORS AND SPECIAL AUDITORS
ARTICLE 28 TERM, POWERS
1 The Auditors and the Group Auditors, both of which shall be elect- AND DUTIES
ed by the General Meeting of Shareholders each year,
shall have the powers and duties vested in them by law.
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2 Special auditors, which shall be elected by
the General Meeting of Shareholders each
year, shall have the powers and duties
vested in them with respect to the special
reviews required in connection with capital
increases (articles 652f, 653f and 653i
Swiss Code of Obligations).
SECTION 4: ANNUAL FINANCIAL STATEMENTS,
CONSOLIDATED FINANCIAL STATEMENTS AND
PROFIT ALLOCATION
FISCAL YEAR, ARTICLE 29
BUSINESS REPORT 1 The fiscal year shall close as of December
31 of each year, closing for the first time
on December 31, 1999.
2 For each fiscal year, the Board of
Directors shall prepare a business report
including the annual financial statements
(consisting of the profit and loss
statements, balance sheet and notes to the
financial statements), the annual report
and the consolidated financial state-
ments.
ALLOCATION OF PROFIT ARTICLE 30
SHOWN ON THE BALANCE 1 The profit shown on the balance sheet shall
be allocated by the SHEET, RESERVES General
Meeting of Shareholders within the limits
set by applicable law. The Board of
Directors shall submit its proposals to the
General Meeting of Shareholders.
2 Further reserves may be taken in addition
to the reserves required by law.
3 Dividends that have not been collected
within five years after their expiry date
shall pass to the Company and be allocated
to the general reserves.
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SECTION 5: ANNOUNCEMENTS, COMMUNICATIONS
ARTICLE 31 ANNOUNCEMENTS,
1 The official publication organ of the Company shall be the Swiss COMMUNICATIONS
Official Gazette of Commerce.
2 To the extent that personal notification is not mandated by law,
all communications to the shareholders shall be deemed valid if
published in the Swiss Official Gazette of Commerce. Written
communications by the Company to its shareholders shall be sent by
ordinary mail to the last address of the shareholder or autho-
rized recipient entered in the share register.
SECTION 6: IN-KIND CONTRIBUTIONS AND ACQUISITIONS OF PROPERTY
ARTICLE 32 IN-KIND
1 Pursuant to an in-kind contribution agreement by and between the CONTRIBUTIONS
Company and Credit Suisse First Boston, in Zurich,
dated June 26, 1999, the Company, in connection with
the capital increase dated June 26, 1999, shall
acquire from Credit Suisse First Boston, in Zurich,
as trustee of the former shareholders of ABB
Participation AG (former ABB AG), in Baden,
5'453'500 fully paid registered shares of ABB
Participation AG (former ABB AG) with a par value of
CHF 10 per share and 7'904'200 bearer shares of ABB
Participation AG (former ABB AG) with a par value of
CHF 50 per share. These shares will be acquired at a
total value of CHF 3'328'079'400. In consideration
for such contribution in-kind, the Company shall
issue to Credit Suisse First Boston, as trustee of
the former shareholders of ABB Participation AG
(former ABB AG), a total of 145'807'329 fully paid
registered shares with an aggregate par value of CHF
1'458'073'290. The Company shall allocate the dif-
ference between the total par value of the issued
shares and the net book value of the in-kind
contribution in the total amount of CHF
1'870'006'110 to the reserves.
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2 Pursuant to an in-kind contribution
agreement by and between the Company and
Skandinaviska Enskilda Banken AB (publ), in
Stockholm, dated June 26, 1999, the
Company, in connection with the capital
increase dated June 26, 1999, shall acquire
from Skandinaviska Enskilda Banken AB
(publ), in Stockholm, as trustee of the
former shareholders of ABB Participation AB
(former ABB AB), in Vasteras, 651'813'826 A
shares of ABB Participation AB (former
ABB AB) and 241'261'761 B shares of ABB
Participation AB (former ABB AB). These
shares will be acquired at a total value of
CHF 3'260'285'190. In consideration for
such contribution in-kind, the Company
shall issue to Skandinaviska Enskilda
Banken AB (publ), as trustee of the former
shareholders of ABB Participation AB
(former ABB AB), a total of 142'830'293
fully paid registered shares with an
aggregate par value of CHF 1'428'302'930.
The Company shall allocate the difference
between the total par value of the issued
shares and the net book value of the
in-kind contribution in the total amount
of CHF 1'831'982'260 to the reserves.
ACQUISITIONS ARTICLE 33
OF PROPERTY 1 Pursuant to an acquisition of property
agreement dated June 26, 1999, the Company,
following the capital increase dated June
26, 1999, will acquire from Asea Holding
AB, in Vasteras, 16'383'744 A shares and
28'453'689 B shares of ABB Participation AB
(former ABB AB), in Vasteras, at a price of
CHF 71'708'860.
2 Following the capital increase dated June
26, 1999, the Company intends to acquire
from the remaining public shareholders of
ABB Participation AG (former ABB AG), in
Baden, or in the cancellation procedure
pursuant to art. 33 SESTA all shares of ABB
Participation AG (former ABB AG) which were
not tendered to the Company in connection
with the exchange offer dated March 26,
1999, in exchange for the Company's own
registered shares based on the exchange
offer dated March 26, 1999.
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ABB
ABB LTD
P. O. Box 8131
CH-8050 Zurich
Telephone +41 (0)1 317 71 11
Telefax +41 (0)1 317 73 21
www.abb.com
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