Change of Control Provisions

  • Pursuant to the applicable provisions of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA), which with effect of January 1, 2016, has been replaced by the Federal Act on Financial Market Infrastructure and Market Conduct in Securities and Derivation Trading (Financial Market Infrastructure Act, FMIA), if a person acquires shares of a company listed on the SIX Swiss Exchange, whether directly or indirectly or acting in concert with third parties, which, when added to the shares already held by such person, exceed the threshold of 1⁄3 of the voting rights (whether exercisable or not) of such company, that person must make a bid to acquire all of the listed shares of such a company. A company’s articles of incorporation may either eliminate this rovision of the SESTA / FMIA or may raise the relevant threshold to 49% (“opting out” or “opting up”, respec­tively). Sunrise ­Communications Group AG’s Articles of Incorporation do not contain applicable opting-out or opting-up provisions.
  • There are no change-of-control clauses benefiting members of the Board of Directors, members of the Group Management Board or other members of the Management of Sunrise Communications Group AG. Employment contracts given to members of the Group Management Board do not provide notice periods exceeding 12 months, commissions for the acquisition or transfer of enterprises or severance payments.