ABB Ltd, Zurich Articles of Incorporation
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— ABB Ltd, Zurich Articles of Incorporation

Articles of Incorporation of ABB Ltd, Zurich This is a translation of the original German version. In case of any discrepancy, the German version shall prevail.

Name, Place of Incorporation, Purpose and Duration Name, Place of Incorporation ARTICLE 1 Under the name ABB Ltd ABB AG ABB SA there exists a corporation with its place of incorporation in Zurich. ARTICLE 2 The purpose of the Company is to hold interests in business enterprises, 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...

Share Capital Share Capital ARTICLE 4 The share capital of the Company is CHF 246 377 791.68 and is divided into 2 053 148 264 fully paid registered shares. Each share has a par value of CHF 0.12. 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. Contingent Share Capital ARTICLE 4 BIS The share capital may be increased in an amount not to exceed CHF 25 200 000 through the issuance of up to 210 000 000 fully paid registered shares with a par value of CHF 0.12 per share, a)...

If advance subscription rights are denied by the Board of Directors, the following shall apply: the convertible or warrant-bearing bonds or other financial market instruments shall be issued at the relevant market conditions and the new shares shall be issued pursuant to the relevant market conditions taking into account the share price and/or other comparable instruments having a market price. 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 issuance. The advance...

market conditions or use them for other purposes in the interest of the Company. 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 for new investments, or, in case of a share placement, for the financing or refinancing 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....

Share Certificates and Intermediated Securities ARTICLE 6 The Company may issue its registered shares in the form of single certificates, global certificates and uncertificated securities. Under the conditions set forth by statutory law, the Company may convert its registered shares from one form into another form at any time and without the approval of the shareholders. The Company shall bear the cost of any such conversion. If registered shares are issued in the form of single certificates or global certificates, they shall bear the signatures of two members of the Board of Directors....

Corporate Bodies A. General Meeting of Shareholders Competence ARTICLE 9 The General Meeting of Shareholders is the supreme body of the Company. Ordinary General Meetings ARTICLE 10 The Ordinary General Meeting of Shareholders shall be held each year within six months after the close of the fiscal year of the Company; the business report, the compensation report and the Auditors’ reports shall be made available for inspection 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...

ARTICLE 13 One or more shareholders whose combined shareholdings represent an aggregate par value of at least CHF 48 000 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 Shareholders 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...

Voting Rights ARTICLE 16 Subject to Art. 5 para. 2 of these Articles of Incorporation, each share shall grant the right to one vote. Resolutions, Elections ARTICLE 17 Unless otherwise required by law, the General Meeting of Shareholders shall pass resolutions and decide elections upon an absolute majority of the votes represented. Resolutions and elections shall be decided by a show of hands, unless a secret ballot is resolved by the General Meeting of Shareholders or is ordered by the presiding officer. The presiding officer may also arrange for resolutions and elections to be carried out...

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; 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,...

ARTICLE 23 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. ARTICLE 24 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. Resolutions of the Board of Directors shall be adopted upon a majority of the votes cast....