Geberit : Articles of Incorporation

Articles of Incorporation

(Free English Translation)

Articles of Incorporation of Geberit AG

2

1. NAME, REGISTERED OFFICE, DURATION AND PURPOSE OF THE COMPANY

	Art. 1
Name, Registered	Under the name
Office, Duration
	Geberit AG
	there exists a company in accordance with Art. 620 et seqq.
	Swiss Code of Obligations (CO) with unlimited duration having
	its registered office in Rapperswil-Jona, Canton of St. Gallen.
	Art. 2
Purpose	The purpose of the Company is the direct or indirect
	participation in companies of all kind in Switzerland and
	abroad, in particular in the field of sanitary technology and
	related consumer durables as well as other related fields. It
	may establish companies, participate in existing companies
	and finance such companies.
	The Company may engage in all activities and take all actions
	which are appropriate to directly or indirectly promote the
	purpose of the Company. The Company may acquire, charge
	or sell real estate property in Switzerland and abroad.

1. SHARE CAPITAL AND SHARES

	Art. 3
Share Capital	The share capital of the Company shall amount to
	CHF 3,587,433.30, divided into 35,874,333 registered shares
	with a par value of CHF 0.10 each. The share capital is fully
	paid in.
	Registered shares may be converted into bearer shares and
	bearer shares into registered shares by way of resolution of
	the general meeting.
	Art. 4
Form of Shares	Subject to the following provisions, the registered shares of
	the Company are issued as uncertificated securities and
	registered as intermediated securities.
	Transfers of intermediated securities, including the granting of
	security interests, are subject to the Intermediated Securities
	Act. If uncertificated shares are transferred by assignment,
	this requires for its validity the notification to the Company.
	The Company may withdraw shares issued as intermediated
	securities from the custodian system.

3

	The shareholder may request from the Company a
	confirmation evidencing his or her shareholding at any time.
	The shareholder has no right to request the printing and
	delivery of share certificates or the conversion of registered
	shares issued in a certain form into another form. The
	Company may, however, at any time print and deliver share
	certificates (individual certificates, certificates or global
	certificates) or convert uncertificated securities and share
	certificates in another form and cancel issued share
	certificates that are returned to the Company.
	Art. 5
Share Register and	The Company shall keep a share register in which the owners,
Registration	usufructuaries and nominees of registered shares are
Restrictions	registered with name, address and nationality (in case of
	companies with the registered office). Only the person entered
	in the share registered shall be deemed to be the shareholder,
	the usufructuary or nominee in relation to the Company. The
	Company only recognises one proxy per share.
	Acquirers of shares are, upon request and presentation of
	evidence of the transfer, registered as shareholder with voting
	right in the share register if they explicitly declare to hold the
	shares in their own name and for their own account.
	The board of directors may register nominees as shareholder
	with voting rights in the share register up to a maximum of 3%
	of the share capital. Nominees are persons who in the
	registration request do not explicitly declare to hold the shares
	for their own account and with whom the Company has
	entered into respective agreements. The board of directors
	may register nominees as a shareholder with voting rights in
	excess of such registration limitation provided the nominees
	disclose the names, addresses, nationality and shareholdings
	of the persons for which they hold 0.5% or more of the share
	capital.
	The board of directors has the power to delete entries in the
	share register retroactively as of the date of the entry if the
	registration has been made on the basis of false information. It
	may give the concerned shareholder in advance the
	opportunity to comment. In any case, the concerned
	shareholder is informed without delay about the deletion.
	The board of directors shall give the necessary directions for
	the carrying of the share register. It may delegate such duties.
	In the invitation to the general meeting, the board of directors
	shall announce the record date for registration in the share
	register that is authoritative with respect to the right to attend
	and vote.

4

1. BODIES OF THE COMPANY Art. 6

Corporate Bodies	The bodies of the Company shall be:
	A)	the general meeting,
	B)	the board of directors,
	C)	the auditors.
	A)	The General Meeting
	Art. 7
Powers, Ordinary and	The general meeting is the supreme corporate body of the
Extraordinary General	Company.
Meeting
	The ordinary general meeting shall take place annually within
	six months after the end of the business year. Extraordinary
	general meetings are called for if the board of directors or the
	auditors deem it necessary or if the general meeting so
	resolves. Further, one or more shareholders representing
	together at least 3% of the share capital may jointly in writing
	by indicating the agenda items and the motions, in case of
	elections the name of the proposed candidates, request that
	an extraordinary general meeting is called for.
	Art. 8
Calling	The notices of any general meeting shall be made by way of
	official publication of the Company not less than 20 days prior
	to the date of the meeting. Notices may also be mailed to the
	shareholders registered in the share register.
	The calling shall state the day, time and place of the meeting,
	the agenda items as well as the motions of the board of
	directors and of the shareholders who have requested the
	holding of the general meeting or the inclusion of an item in
	the agenda.
	No resolutions may be passed on motions concerning agenda
	items which have not been duly announced; excepted are
	motions for the calling of an extraordinary general meeting
	and the initiation of a special audit.
	Shareholders representing shares of a par value of CHF 4,000
	may request items to be included in the agenda. Such request
	must be made at least 45 days prior to the meeting in writing
	by stating the items of the agenda and the motions.
	Art. 9
Powers	The	general meeting shall have the following inalienable

5

	powers:
	1.	The adoption and the amending of the articles of
		incorporation;
	2.	The election and removal of the members of the board
		of directors, the chairman of the board of directors, the
		members of the compensation committee, the
		independent proxy, and the auditors;
	3.	The approval of the management report and of the
		consolidated financial statements;
	4.	The approval of the annual financial statements as well
		as the resolution on the use of the balance sheet profit,
		in particular the declaration of dividends;
	5.	The discharge of the members of the board of
		directors;
	6.	The approval of the compensations of the board of
		directors and of the group executive board;
	7.	The passing of resolutions on matters which are by law
		or by the articles of incorporation reserved to the
		general meeting.
	Art. 10
Voting Right, Proxy,	In the	general meeting each share registered in the share
Independent Proxy	register of the Company shall have one vote.
	Shareholders may be represented in the general meeting only
	by their statutory proxy, another shareholder with voting rights
	or by the independent proxy.
	The general meeting annually elects an independent proxy.
	His or her term of office ends at the closing of the following
	ordinary general meeting. Re-election is possible. If the
	Company does not have an independent proxy, the board of
	directors shall appoint the independent proxy for the next
	general meeting.
	The board of directors determines the requirements for
	proxies and instructions in accordance with the laws and
	regulations and may establish corresponding rules.
	Art. 11
Resolutions and	Unless	otherwise required by law or the articles of
Elections	incorporation, the general meeting passes resolutions and
	carries out elections by absolute majority of the share votes
	cast, excluding any abstentions or invalid votes. Elections
	shall be held separately.