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Conversion Of SWX Legal Form From Association To Joint-Stock Company

Date 18/12/2001

The SWX Swiss Exchange Association is planning its conversion into joint-stock company (a Swiss AG). SWX was founded in 1993 with the legal form of an association under Swiss law. Since that time, it has changed significantly and has acquired equity interests in other organisations. The association structure today is no longer optimally suited to fulfilling its duties and functions. Therefore, the conversion of the association into an AG will be proposed for a vote at the 2002 general assembly of association members. In turn, the sole shareholder of the AG is to be an association, the composition and organisation of which correspond to today's form.

At the founding of SWX Swiss Exchange (1993), the association form was deemed to be an appropriate means of unifying the widest spectrum of interests and spheres of influence. In the meantime, SWX's activities and shareholdings have expanded considerably. In the current year, an entirely new dimension was achieved with the advent of virt-x. The association structure is no longer a suitable way for the SWX Group to fulfil its duties and functions. Therefore, instead of the association form that primarily served to meet ideal purposes, SWX shall now adopt the more appropriate AG legal.

This change of legal form will involve the association's being converted into a joint-stock company. The shares will be issued to an association that will be newly formed for this purpose, thus making the latter the sole shareholder of the AG. The new association, with only very few exceptions, will have the same articles of association as exist today. (Adaptations are only necessary insofar as the Exchange operations are no longer a part of the association.) This ensures that existing corporate governance will continue seamlessly.

For the optimal leadership of SWX, which has effectively become a group enterprise in recent years, the founding of a holding AG is to be examined in a second phase of The association would remain the sole shareholder of that entity. The holding would assume the ownership of the "operating AG" as well as SWX's existing equity interests (virt-x, EUREX, STOXX, EXFEED), provided that such is feasible and appropriate.