WEISSE ARENA AG (Arena Alva SA, White Arena Corp.), CH-7032 LAAX
(modification and adaptation in accordance with general meeting ruling from January 21st 2010)

 

I COMPANY, DOMICILE, PURPOSE AND DURATION OF THE BUSINESS

Art. 1 Company and domicile
A public limited company with domicile in Laax exists under company name Weisse Arena AG (Arena alva SA, White Arena Corp) for an unlimited period of time.

Art. 2 Purpose and duration
The business aims are the construction and operation of transportation systems for the tourism sector and of hotel and restaurant facilities, the purchase, sale and management of real estate and the trade of sportswear, souvenirs and items of clothing. The company is also able to take a stake in other similar companies and to conduct transactions as deemed appropriate to facilitate the purpose.

 

II SHARE CAPITAL, SHARES, SHARE CERTIFICATES, DEBENTURES

Art. 3 Share capital
The share capital of the company totals CHF 5,000,000 and is divided into 500,000 shares each of a nominal value of CHF 10 and in the name of the holder. Ownership of shares implies acceptance of the statutes.

Art. 3A Approved share capital
The management board is authorised within two years (17th September 2011) to increase the share capital up to a maximum amount of CHF 2,050,000 through the issuance of 205,000 registered shares, to be paid for in full, each having a nominal value of CHF 10. Increases by way of firm commitment and increases in partial amounts are permitted. Following acquisition, the new registered shares are subject to the restrictions of transfer as laid down in Art. 4 of the statutes. The respective face value, the time of dividend calculation and the type of capital contributions are governed by the management board.

The buying option of shareholders is excluded if the new shares are to be used for the acquisition of companies or parts thereof (expansion of the annexed businesses of the company or interests in other lifts, hotels, restaurants) or for the equity holding of employees. Shares for which buying options are granted but not exercised are to be sold by the company under market terms and conditions.

Art. 4 Transfer of registered shares
The name and place of residence of the holder of the registered shares must be entered in the share register of the company. For the purposes of the company, the shareholder or usufructuary is the person entered in the share register. The management board is able to decline entries if the transferee does not expressly declare on request that (s)he did not acquire the shares in his/her own name or at his/her own expense. Art. 685 Para. 4 OR remains applicable.

Entry in the share register presupposes a certificate of correct and proper transfer of the shares. The entry must be certified on the printed share certificate by the administration department.

Art. 5 Buying options
In the event of an increase in share capital, hitherto shareholders have a buying option in relation to their shareholdings under the conditions laid down by the management board (with reservation in Art. 7).
The general meeting can restrict this buying option of hitherto shareholders or ignore it completely if the increase in capital is considered for purposes of merger or joint venture, or when other business reasons justify exemption of the buying option.

Art. 6 Contribution in kind/transfer of assets
In the capital increase from 04.10.1999, the company acquires, from Cauma AG in Flims, property no. 774 and property no. 4232 in Flims at a price of CHF 3,000,000, for which 12,000 registered shares are issued at CHF 10.- and CHF 1,440,000 is credited.

Art. 7 Buying options
Shareholders are entitled to buying options for newly issued shared commensurate with their hitherto shareholding by face value ratio.

Art. 3 a Para. 2 (approved share capital) remains applicable.

Art. 8 Debentures
The company is able to issue debentures with the management board determining the time and the terms and conditions of any emission.

 

III COMPANY ORGANS

Art. 9 Organs
The company organs:
The general meeting
The management board
The auditing body

 

IV THE GENERAL MEETING

Art. 10 Powers
The highest level organ of the company is the shareholders general meeting. It has entitlement to the following non-transferrable powers:
Stipulation and modification of the statutes;
Election of the management board president, members of the management board and the auditing body;
Approval of the financial report;
Approval of the financial statements and deciding upon the usage of net earnings, in particular determination of dividends;
Granting of discharge to the members of the management board;
Deciding upon the articles reserved for the general meeting by law or through the statutes.

Art. 11 Ordinary and extraordinary general meeting
The ordinary general meeting takes place annually no later than 6 months after the financial year. Extraordinary general meetings can be called at any time if the management board or auditing body deems it necessary, or when the calling of a general meeting is requested in writing, stating the reason, by one or more shareholders who together represent at least 10 percent of the share capital.

Art. 12 Invitation, agenda items
The general meeting must be called no later than 20 days before the day of the meeting by means of publication in the Official Swiss Gazette of Commerce and in the official register of the canton of Graubünden, and by means of personal invitation.

The invitation is to give notice of the articles of negotiation and the motions of the management board and possible motions of shareholders as specified by Art. 700 Para. 2 OR.

Art. 701 OR remains applicable.

Art. 13 Chairmanship, office, minutes
The president of the management board or another member of the management board chairs the general meeting. The chairperson nominates a keeper of the minutes and the vote counters. Minutes are taken of the negotiations conducted and the decisions taken in the general meeting. These must be signed by the chairperson and the keeper of the minutes.

Art. 14 Voting right of shareholders
Each share means entitlement to the submission of one vote. Only another shareholder in possession of a signed certificate of authority is able to act as a representative for a shareholder.

Art. 15 Resolution passing, ballots
If not governed otherwise by the statutes or by law, the general meeting takes decisions and implements its ballots on the basis of the absolute majority of shareholder votes represented.
The relative majority is decisive in the second ballot in voting. If not decided otherwise in the general meeting, balloting and voting are generally open.

The general meeting is quorate regardless of the number of shareholders present or votes represented.

Art. 704 OR remains applicable.

For ballots and votes in writing, the chairperson can, to accelerate vote counting, rule that only ballot papers of those shareholders who abstain or wish to submit a "No" vote are collected, and that all other shares represented at the time of the ballot in the general meeting are deemed "Yes" votes.

 

V THE MANAGEMENT BOARD

Art. 16 Ballot, tenure of office
The management board comprises of 5-9 members who are elected in the general meeting for a term of 3 years and who are reeligible.

Art. 17 President, convening, minutes
The president of the management board is elected at the general meeting. All other matters are decided upon by the management board itself. The management board convenes as often as is required on invitation by its president or on a member's request.

Minutes, to be signed by the chairperson and the keeper of the minutes, are taken of the negotiations.

Art. 18 Resolution passing
The management board is quorate when the majority of its members are present. Decisions are taken based on the simple majority of votes of the members present.

The president casts the deciding vote in the event of a tie. Decisions can also be taken by means of circular letter if not one single member requests a verbal session.

Art. 19 Powers
The management board has the power to take decisions on all matters not reserved for, or transferred to, the general meeting or another organ.

The management board is able to delegate any part of its powers to one or more members (committee, delegatee, management) in accordance with an organisational rule of procedure. The management board elects the persons assigned such powers.

The management board governs the type of signatory power and stipulates those persons having legally binding signatory powers for the company.

Art. 716a OR remains applicable.

Art. 20 Remuneration
Members of the management board are entitled to reimbursement for their endeavours. This is defined by the management board. Extraordinary endeavours on the part of individual members can also be compensated appropriately.

 

VI THE AUDITING BODY

Art. 21 Auditing body
One or more auditors, as an auditing body, are elected in the general meeting every year.

The auditors must have competences as laid down in Art. 727a ff OR and have their place of residence in Switzerland.

 

VII FINANCIAL STATEMENTS, BALANCE SHEET, RESERVE FUND, DISTRIBUTION OF PROFITS

Art. 22 Financial statements
The annual accounts close on April 30th. They are created in accordance with the regulations in Art. 662 ff OR.

VIII LIQUIDATION ((subheading))

Art. 23 Liquidation
The company is liquidated in line with the general meeting resolution or upon existence of a reason for liquidation.

The company is liquidated by the management board provided it is not transferred to other persons, or conducted by the authorities in their own motion, as a result of decisions taken in the general meeting and by the management board.

 

IX COMMUNICATION

Art. 24 Announcement
The Official Swiss Gazette of Commerce and the official register of the canton of Graubünden form the publication organs. Communication to shareholders is in the form of letters to those entered in the share register.

Art. 25 Enactment
These statutes were approved at the ordinary general meeting on September 17th 2009 and adapted as a result of the management board decision on January 21st.

7032 Laax, June 14th 2010