Offer obligation
The articles of association of Schaffner Holding AG contain neither an opting-out clause nor an opting-up clause. Any individual or entity acquiring one third (33 1/3%) of the share capital of Schaffner Holding AG is obliged under Art. 32 of the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA) to submit a public offer to purchase the remaining shares.
 

Clauses on changes of control
Upon a change of control (as defined below), any and all options then outstanding shall become fully and immediately exercisable by members of the employee share option plan (Board of Directors, Group Management, middle managers). For purpose of this provisions, 'change in control' means any of the following:

• the acquisition, directly or indirectly by any person or entity of such number of shares of the Company which according to Art. 32 of the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA) would trigger the obligation of such offer or to make an offer to acquire all listed shares of the Company or
• the sale of all or a substantial proportion of all Company's assets.