ARTICLES OF ASSOCIATION Uster Technologies AG (Uster ...

Unofficial translation of the German original text, which is the only bindingARTICLES OF ASSOCIATIONofUster Technologies AG(Uster Technologies SA)(Uster Technologies Ltd)________________________________I. Company Name, Domicile, Purpose and Duration of theCompanyCompany Name, Domicile, DurationArticle 1Under the company name of Uster Technologies AG (Uster Technologies SA)(Uster Technologies Ltd) a corporation according to the present articles ofassociation and the provisions of Title 26 of the Swiss Code of Obligations (CO)exists. The company's domicile is in Uster (Canton of Zurich). Its duration isunlimited.PurposeArticle 2The purpose of the Company is the development, production and distribution ofmachinery and instruments of all kinds as well as the rendering of services in thedomains of test and surveillance systems and measuring instruments for theproduction of textiles and related fields. The Company is empowered to opendomestic and foreign branch offices and affiliates and to hold investments inother domestic and foreign companies. It may provide securities and guaranteesin favour of other its affiliates.The Company may further engage in all kinds of business, which are appropriateto promote the purpose of the Company or are within the scope of its activities.309057 | MUI | 000081.doc

2 | 15The Company may acquire, manage, make use of and sell domestic and foreignproperties and intellectual property rights and enter into promise agreements infavour of other companies.II. Share Capital, Shares, Transfer RestrictionsShare CapitalArticle 3The Company's share capital is CHF 79,524,000. It is divided into 8,460,000registered shares of CHF 9.40 par value each.All shares are fully paid-in.The shareholders' meeting may at any time resolve to convert registered sharesinto bearer shares and bearer shares into registered shares.Authorized Share CapitalArticle 3aThe board of directors is authorized to increase the share capital, at any timeuntil 30 March 2012, by a maximum amount of CHF 17,860,000 by issuing amaximum of 1,900,000 fully paid up registered shares with a nominal value ofCHF 9.40 each. The board is entitled to issue the shares in partial amounts. Itdetermines the issue price, the type of payment, the date of the issue of the newshares, the conditions of exercising the pre-emptive rights and the beginningdate for dividend entitlement. The board of directors may issue new shares bymeans of a underwriting by a bank, a banking syndicate or a third party and asubsequent offer to the present shareholders (unless the pre-emptive rights ofthe present shareholders are excluded). It may allow not exercised pre-emptiverights to expire or it may sell these pre-emptive rights, or rather the shares thatare subject to pre-emptive rights, if such rights are not exercised, or it may utilizethem otherwise on behalf of the company.

3 | 15Subscription and acquisition as well as the transfer of the new registered sharesare subject to the transfer restrictions of Article 5 of the articles of association.The pre-emptive rights of the existing shareholders are safeguarded.The board of directors is authorized to limit or exclude the pre-emptive rights ofthe shareholders and allocate them to third parties in case the shares are used:a) for the acquisition of enterprises, of divisions thereof, or of participations, orof new investment plans of the Company or in case of a share placementfor the financing or refinancing of such transactions; orb) for the purpose of the participation of strategic partners (including the caseof a public takeover bid) or for the purpose of broadening the shareholderconstituency or in connection with a listing of the shares in foreign anddomestic stock markets, including for the purpose of delivering the sharesto the participating banks in connection with an overallotment option(Greenshoe).Conditional CapitalArticle 3bThe Company's share capital may be increased by a maximum aggregateamount of CHF 7,708,000 through the issuance of a maximum of 820,000 fullypaid in registered shares with a par value of CHF 9.40 per share by exercise ofoption rights which are granted the associates and the directors of the Companyor one of its affiliates according to one or more regulations of the board ofdirectors. The right of the shareholders to exercise their statutory pre-emptiverights is excluded. The acquisition of the registered shares through the exerciseof option rights and the further transfer of the registered shares are subject to thetransfer restrictions of Art. 5 of the articles of association.Article 4Share Certificates and Intermediated SecuritiesThe Company may issue its registered shares in the form of single certificates,global certificates and uncertificated securities. Under the conditions set forth bystatutory law, the Company may convert its registered shares from one form intoanother form at any time and without the approval of the shareholders. TheCompany shall bear the cost of any such conversion.

4 | 15The shareholder has no right to demand a conversion of the form of theregistered shares. Each shareholder may, however, at any time request a writtenconfirmation from the Company of the registered shares held by suchshareholder, as reflected in the share register of the Company.Intermediated securities based on registered shares of the Company cannot betransferred by way of assignment. A security interest in any such intermediatedsecurities also cannot be granted by way of assignment.Article 5Share Register, Restrictions on Transfer, NomineesThe Company shall maintain a share register in which the full name, address andnationality (in case of legal entities, the registered office) of the holders andusufructuaries of registered shares are recorded.A person recorded in the share register has to disclose any change of address tothe company. As long as this has not taken place, all correspondence will bedirected to the address recorded in the share register.Upon application with the Company, acquirers of registered shares will berecorded in the share register as shareholders with the right to vote, providedthey explicitly declare to have acquired these registered shares in their ownname and for their own account.The board of directors may record nominees in the share register with the right tovote up to 3% of the shares which are outstanding according to the commercialregister. The board of directors may record nominees with more than 3% with theright to vote, provided that the relevant nominee discloses to the Company thename, address and shareholding of all those persons and entities for whoseaccount he holds 1% or more of the share capital with the right to vote accordingto the commercial register.For purposes of these articles of association, nominees are persons or entitieswho do not expressly declare in the application form to hold the shares for theirown account and with whom the board of directors has entered into theaccording contractual agreements.

5 | 15Legal entities and associations or other partnerships that are linked by capital,voting power, management or in other manner, as well as all persons, entitiesand partnerships that are acting in concert with a view to circumvent thepercentage limit (especially as a syndicate), shall be deemed as one person.Upon hearing the party affected, the board of directors may, if necessary, cancelits registration as a shareholder, with retroactive effect as of the date ofregistration, if the registration was effected based on false information, or in thecase of a breach of contract between the board of directors and the nominee.The respective shareholder or nominee shall be informed forthwith of thecancellation of the registration.The board of directors manages the details and makes the arrangementsnecessary for the compliance with the preceding regulations. It may grantexemptions in certain cases and may delegate its duties and responsibilities.The restrictions as set out in this article also apply to shares acquired byexercising pre-emptive, option or convertible rights.After the publication or mailing of the written notice of the shareholders' meetinguntil the day following the shareholders' meeting no recordings in the shareregister shall be made, provided that the board of directors does not appoint adifferent date.Exercise of Shareholder RightsEach share entitles to one vote.Article 6The right to vote and interrelated rights resulting from the registered share canonly be exercised by a shareholder, usufructuary or nominee, who is recordedwith the right to vote in the share register.

6 | 15III. Corporate BodiesArticle 7Corporate BodiesThe corporate bodies are:a) the shareholders' meeting;b) the board of directors;c) the auditorsA. General Shareholders' MeetingArticle 8Powers of the General Shareholders' MeetingThe shareholders' meeting is the supreme body of the Company. It has the followingnon-delegable powers:1. to adopt and amend the articles of association;2. to elect and remove the members of the board of directors and theauditors;3. to approve the annual report and the consolidated financial statements;4. to approve the annual financial statement as well as resolutions on the useof the balance sheet profits, in particular, the declaration of dividends andof profit sharing by directors;5. to discharge the members of the board of directors;6. to pass resolutions concerning all matters which are reserved to theauthority of the shareholders meeting by law or by the articles ofassociation.

7 | 15Article 9Ordinary And Extraordinary General MeetingsAn ordinary shareholders' meeting is to be held yearly within six months followingthe close of the business year.An extraordinary shareholders' meeting shall be called whenever the board ofdirectors or the auditors consider it as necessary or if a shareholders' meetingdecides so. The board of directors shall also call a shareholders' meeting if oneor more shareholders whose combined holdings represent at least 10% of theshare capital so demand in writing and specify the items and the proposals, inthe case of elections the names of the proposed candidates, to be submitted tothe meeting.NoticeArticle 10The shareholders' meeting shall be called by the board of directors or, ifnecessary, the auditors, not less than 20 days before the date of the meeting.The liquidators may also call the shareholders' meeting.Notice of a shareholders' meeting is given by means of a single publication in thepublication organ. The shareholders registered in the share register may inaddition receive a written notice sent by mail.The annual business report and the auditor's report must be submitted forexamination by the shareholders at the registered office of the Company at least20 days prior to the date of the ordinary shareholders' meeting. Such referenceshall be included in the invitation to the shareholders' meeting.The notice of a meeting shall state the items and the proposals of the board ofdirectors and the shareholders who demanded that the shareholders' meeting becalled or that items be included in the agenda, and, in the case of elections, thenames of the proposed candidates.

8 | 15Article 11AgendaShareholders whose individual or combined holdings represent an aggregatenominal value of at least CHF 1'000'000 or at least 10% of the capital stock maydemand that an item be included in the agenda. This right must be exercised inwriting at least 60 days before the meeting with indication of the items and theproposals of the shareholders.No resolution shall be passed on items for which no proper notice has beengiven; this prohibition does not apply to proposals to call an extraordinaryshareholders' meeting, to initiate a special audit or to elect the auditors asdemanded by a shareholder.No prior notice is required for proposals concerning items included in the agendaand discussions that do not result in the adoption of resolutions.Article 12Chairman of the Shareholders' Meeting, Minutes, ScrutineersThe chairman of the board of directors shall preside over the shareholders'meeting. In his absence, the vice-chairman of the board of directors shallpreside. In the absence of both, the chairman and the vice-chairman of the boardof directors, the shareholders' meeting shall designate the chairman of themeeting.The chairman of the meeting shall designate a secretary and the scrutineers whoneed not be shareholders. The minutes shall be signed by the chairman and thesecretary.Voting Rights, ProxiesArticle 13In a shareholders' meeting each share recorded as a share with the right to votein the share register entitles its owner to one vote.

9 | 15By means of a written proxy, each shareholder may have his shares representedin a shareholders' meeting by a third person who need not be a shareholder.Shareholders who are recorded in the share register with the right to vote at acertain date appointed by the board of directors are entitled to participate in theshareholders' meeting and to exercise the right to vote.Resolutions, ElectionsArticle 14Unless mandatory statutory provisions or the articles of association provideotherwise, the shareholders' meeting passes its resolutions and performselections with the absolute majority of the votes represented at the meeting.Elections and votes shall take place openly provided that the shareholders'meeting does not request a secret ballot or election or the chairman decides todo so. The chairman may also hold elections and ballots by means of electronicproceedings. Electronic elections and ballots are on a par with those carried outin written form. The chairman may allow an open ballot or election to be repeatedif at his own opinion the result is doubtful. In this case, the precedent open ballotor election shall be considered as not having taken place.If an election cannot be completed upon the first ballot and if there is more thanone candidate, the chairman shall direct a second ballot at which the relativemajority shall decide.B. Board of DirectorsNumber of DirectorsArticle 15The board of directors shall consist of at least three members and nine at themost.

10 | 15Article 16Term of OfficeThe term of office of the members of the board of directors shall be determinedupon such member's office. It shall not exceed three years. For the purpose ofthis article, a year shall mean the period between two ordinary shareholders'meetings.The members of the board of directors may be re-elected without limitation.OrganizationArticle 17The board of directors determines its own organization. It appoints its chairman,if necessary one or more vice-chairman. Furthermore, the board of directorsappoints a secretary who need not be a member of the board of directors.Subject to the rules of law and the provisions of these articles of association, theboard of directors sets out its organization and the particular rules on passingresolutions in the organizational regulations and determines the remuneration ofthe directors.Convening, Resolutions, MinutesArticle 18Meetings of the board of directors shall be called by its chairman or, should thechairman be prevented, by its vice-chairman or any other member of the boardwhenever the need arises. The chairman shall also call a meeting upon thewritten request of one of the members of the board of directors; such requestshall set forth the reasons for the meeting. Meetings can also be held viaconference call or other means of direct communication.The adoption of resolutions by the board of directors requires a majority of votescast. In the event of tie votes, the chairman shall have the deciding vote. Anabsolute majority of the members of the board of directors is required to takedecisions. No minimum rules concerning the number of directors applies fordecisions regarding the increase of the share capital.

11 | 15Decisions may be taken in written correspondence (including facsimile orelectronic signature), provided that no member requests an oral consultation.Minutes of meetings recapitulating the deliberations and containing theresolutions adopted shall be kept. The minutes shall be signed by the chairmanand the secretary of the board of directors.Powers of the Board of DirectorsArticle 19The board of directors is authorized to pass resolutions concerning all matterswhich are not reserved to the authority of a different corporate body by law, bythese articles of association or by regulations.The board of directors has the following non-delegable and inalienable duties:1. the ultimate management of the Company and the issuance of thenecessary directives;2. the establishment of the organization;3. the structuring of the accounting system and of the financial controls and ofthe financial planning;4. the appointment and removal of the persons entrusted with themanagement and the representation of the Company.5. the ultimate supervision of the persons entrusted with the management, inparticular, in view of compliance with the law, the articles of association,regulations and directives;6. the preparation of the business report as well as the preparation of thegeneral shareholders' meeting and the implementing of its resolutions;7. the passing of resolutions regarding the subsequent payment of capitalwith respect to non-fully paid-in shares and the amendments to the articlesof association entailed thereby;8. the passing of resolutions regarding capital increases, to the extent thatthey are in the power of the board of directors (Art. 651 (4) CO), as well as

12 | 15resolutions confirming increases in share capital, the preparation of thecapital increase report and the amendments to the articles of associationentailed thereby;9. the non-delegable and inalienable duties and powers of the board ofdirectors pursuant to the Merger Act;10. the notification of the court if liabilities exceed assets;Moreover, the board of directors is authorized to delegate, in part or entirely, themanagement and the representation of the Company, within the limits of the law,to one or more individual directors (delegates) or to third parties by virtue ofpromulgating regulations governing the internal organization.C. AuditorsElection, Term of OfficeArticle 20The shareholders' meeting shall elect a state-supervised audit company as theauditors.The term of the auditors shall be one year, beginning with the day of their electionand ending on the day of the next ordinary shareholders' meeting.Duty to Audit and ReportArticle 21The auditors shall perform their duties to audit and report in accordance with theapplicable provisions of the Swiss Code of Obligations.Special Audits, Interim AuditsArticle 22The board of directors may at any time request the auditors to conduct specialaudits, including interim audits, and to submit a respective report.

13 | 15IV. Fiscal Year, Allocation of ProfitsArticle 23Fiscal Year, Business Report and Report of AuditorsThe board of directors determines the fiscal year.The board of directors prepares for each fiscal year a business report, consistingof the financial statements (i.e., profit and loss statement, balance sheet andannex), the annual report and the consolidated financial statements.Article 24Allocation of Annual Profits, ReservesSubject to the legal provisions regarding distribution of profits, in particular Art.671 et seq. CO, the profit as shown on the balance sheet shall be allocated bythe shareholders' meeting at its discretion. The board of directors submits itsproposals.In addition to the legal reserves, the shareholders' meeting may createsupplemental reserves.Dividends which have not been claimed within a period of five years after theirdue date shall be forfeited to the Company and shall be allocated to the generalreserve.V. Dissolution, LiquidationDissolution, LiquidationArticle 25The shareholders' meeting may at any time resolve the dissolution andliquidation of the Company in accordance with the provisions of the law and ofthe articles of association.

14 | 15The liquidation shall be carried out by the board of directors to the extent that theshareholders' meeting has not entrusted the same to other persons.The liquidation of the Company shall take place in accordance with Art. 742 etseq. CO. The liquidators are authorized to dispose of the assets (including realestate) by way of private contract.After all debts have been satisfied, the net proceeds shall be distributed amongthe shareholders in proportion to the amounts paid-in.VI. Notices, PublicationsNotices, PublicationsArticle 26The organ of publication of the Company is the Swiss Official Gazette ofCommerce. The board of directors may in particular cases also appoint furtherpublication organs.All notices determined by law and other information is validly given toshareholders by publication in the Swiss Official Gazette of Commerce.Where a personal notice is required by law, it shall be given through a standardletter to the address of the shareholder which was last recorded in the shareregister.VII. Contributions in Kind and Acquisition of AssetsIntended Acquisition of AssetsArticle 27The Company intends to acquire 153'799 registered shares with a nominal valueof CHF 100.-- each of Uster Technologies Ltd. with registered seat in Uster atmax. CHF 288'000'000.--

15 | 15Article 28Acquisition of Assets | Intended Acquisition of AssetsAccording to the acquisition agreement as of November 7, 2006 the Companyacquires 153'799 registered shares with a nominal value of CHF 100.-- each ofUster Technologies Ltd. with registered seat in Uster at CHF 288'000'000.--.These shares are sold by: CapVis (C.I.) Ltd. (71'500 Namenaktien), as ManagingPartner of CapVis General Partner LP acting on its own and on behalf of each ofthe following three limited partnerships (i) CapVis Equity LP, (ii) CapVis EquityC.V. and (iii) CapVis 2000 LP, c/o UBS AG, Jersey Branch, P.O. Box, 24 UnionStreet, St. Helier, Jersey JE4 8UJ/Channel Islands; Quadriga Capital Limited,(11'151 Namenaktien), P.O. Box 672, 12 Hill Street, St. Helier, Jersey JE4 0ND,Channel Islands; Quadriga Capital Private Equity Fund II L.P., (46'602Namenaktien) c/o Quadriga Capital Limited, P.O. Box 672, 12 Hill Street, St.Helier, Jersey JE4 0ND; F.R.W. Coln GbR (747 Namenaktien), Hamburger Allee2-10, D-60486 Frankfurt/M, Deutschalnd; Geoffrey Scott (4'728 Namenaktien),Unter Allmend 10, 8702 Zollikon, Schweiz; Hossein Ghorashi (3'545Namenaktien), 12903 Sycamore Circle, Knoxville TN 37922, USA; Harold Hoke(3'545 Namenaktien), 1022 Rivershore Road, Charleston, South Carolina 29492,USA; Naiming Wei (3'000 Namenaktien), Hongmei Road No. 3200, House 36-301, Shanghai, 201103, P.R. China; Renato Murk (2'364 Namenaktien),Buetzistrasse 17, 8132 Egg, Schweiz; Richard Furter (1'773 Namenaktien), ImRank 175, 6300 Zug, Schweiz; Barbara Müller-Junker, (3'545 Namenaktien),Bolleystrasse 1, 8006 Zürich, Schweiz; Christian Kuoni (1'000 Namenaktien),Sonnenweg 4, 4314 Zeiningen, Schweiz; und Rafael Storz (299 Namenaktien),Mattenstrasse 64, 8330 Pfäffikon, Schweiz.The Company intends to acquire from CapVis (C.I.) Ltd., Jersey JE 8UJ/ChannelIslands. 701 registered shares with a nominal value of CHF 100.-- each of UsterTechnologies Ltd. with registered seat in Uster at max. CHF 182'014.65Zurich, March 29, 2011