<h3>Introduction and Regulatory Framework</h3>
On March 19, 2025, FINMA published the <a href="https://www.finma.ch/en/~/media/finma/dokumente/dokumentencenter/myfinma/rundschreiben/finma-rs-2025-04-20250305.pdf?sc_lang=en&amp;hash=F556F70A1A6F58F3F188F398E846DA81">Circular 2025/4</a> «Consolidated Supervision of Financial Groups under the BA and FinIA» (the Circular).
Pursuant to article 3b of the Federal Act on Banks and Savings Institutions (the BA) and article 49 of the Federal Act on Financial Institutions (FinIA), the Swiss Financial Market Supervisory Authority (FINMA) may subject financial groups regulated under the BA and FinIA, respectively, to its consolidated supervision. The main objective of FINMA&#8217;s regulatory consolidated supervision is to enable FINMA to assess the financial stability of institutions embedded within financial groups, considering not only individual entities but the group as a whole. By formalizing this regulatory approach on a consolidated level, FINMA aims to mitigate risks associated with interconnected financial entities and to ensure compliance with regulatory requirements on a consolidated level.
The scope of consolidated supervision (regulatory scope of consolidation) for banks and FinTech companies pursuant to article 1b BA is determined in accordance with article 3c BA and articles 21-24a of the Federal Ordinance of Banks and Savings Institutions (BO). Thereunder two or more entities of a financial group may be subjected to FINMA&#8217;s consolidated supervision, if: (i) at least one entity is licensed as a bank or a securities firm; (ii) the entities are predominately active in the financial sector and (iii) the entities form an economic unit or it must be assumed that the respective regulated entity would factually and/or legally be subject to a duty to provide support to the other relevant group entities (Beistandspflicht) (the Circular collectively refers to this requirement as forming part of an «interconnected system»). For securities firms regulated under FinIA, the regulatory scope of consolidation is determined in accordance with article 49 FinIA, whereas the provisions of the BA and the BO outlined apply by analogy to financial groups dominated by securities firms (article 49(3) FinIA).
To date FINMA&#8217;s supervisory practice has been communicated to the relevant regulated entities in the form of case-by-case decrees under which FINMA (i) confirmed that the requirements for a consolidated supervision were met and (ii) defined the scope of the consolidated supervision (and the requirements to be satisfied thereunder) for the respective financial group. With the Circular, FINMA intends to publish its existing regulatory practice and clarify the requirements for a consolidated supervision.
Further, the Circular only focuses on the consolidated supervision from a regulatory perspective, whereas the regulatory scope of consolidation may in practice differ from the scope of consolidation from an accounting perspective which is determined in accordance with the accounting standard applied by the respective financial group. It should be noted that in the case of international financial groups or conglomerates, different regimes of consolidation must also be taken into account that may not be fully aligned with the Swiss regulatory concept.
<h3>Requirements for a Consolidated Supervision</h3>
The determination whether a company is included in the regulatory scope of consolidation depends on two key factors: an activity in the financial sector and the relevant entities being part of an interconnected system. To the extent that these requirements are satisfied, the Circular clarifies that the consolidated supervision by FINMA, in general, covers all group companies of a financial group that are active in the financial sector. This includes, in particular, special purpose vehicles (SPVs) that meet the specific requirements detailed in the Circular for inclusion in the regulatory scope of consolidation. Consequently, in order to avoid that SPVs that were established for off-balance-sheet issuances are included in the scope of regulatory consolidation of the respective group, safeguards will have to be put in place to avoid the requirements set out below being met.
<h4>Activity in the Financial Sector</h4>
The term financial sector is broadly defined in article 4 of the Banking Ordinance. The Circular, however, provides additional clarifications regarding which activities should be considered being performed in the financial sector. The Circular includes a broad definition of the term activity in the financial sector and the term should in FINMA&#8217;s view cover the provision and intermediation of all kinds of financial services and is not limited to activities that are subject to licensing or registration requirements under the financial market laws of Switzerland. Pursuant to the Circular, the term activity in the financial sector includes activities, such as finance leasing, factoring, credit card business, participation in issuances, custody of securities, payment services, and the issuance and custody of payment instruments. In contrast, group companies that carry out purely commercial, industrial, or administrative activities are not considered to be active in the financial sector (article 4(1)(a) BO e contrario).
The Circular also clarifies that FINMA will apply a substance over form test, when assessing whether a specific activity should be deemed to constitute an activity in the financial sector.
<h4>Economic Unit</h4>
As outlined above, for two entities to form a financial group within the meaning of article 3b BA they must be part of an interconnected group. According to article 3c(1)(c) BA, in order for an interconnected system to be assumed, the companies operating in the financial sector must form an economic unit or be linked by a legal duty to provide support or a de facto obligation to provide support (Beistandspflicht). According to article 21(1) BO, an economic unit exists if a company directly or indirectly holds more than half of the equity or voting rights in other group companies or controls them by other means. The Circular provides further (non-exhaustive) clarifications on when a control by other means may be assumed; whereas a combination of different means of control will be taken into account by FINMA when assessing whether two entities form part of an economic unit. Pursuant to the Circular, the following constellations may be deemed a form of control:
<ul>
<li>the control of voting rights on the basis of an agreement with other shareholders;</li>
<li>the direct or indirect right to appoint or remove a majority of the members of the board of directors; and</li>
<li>a significant influence on the management (g., through the – contractual or other – authority to exercise a significant influence over the executive management or business operations, for example through co-decision rights with regard to important decisions).</li>
</ul>
<h4>Duty to Support</h4>
The inclusion of a company in consolidated supervision can also be triggered by other elements, aspects and circumstances of a legal or factual nature that indicate a legal or de facto obligation to provide support. Article 21(2) BO sets out the main regulatory criteria for assessing whether a legal or de facto obligation to provide support applies. In this context the Circular further clarifies that a legal or de facto obligation to provide support pursuant to article 21 (2) BO may arise in particular from:
<ul>
<li>strategic, personnel, organizational or financial interdependencies;</li>
<li>cooperations and dependencies;</li>
<li>the use of a joint company name;</li>
<li>a uniform market presence; or</li>
<li>letters of comfort, keep-well agreements or similar guarantees.</li>
</ul>
The Circular further clarifies that the list of circumstances mentioned above that may give rise to an obligation to provide support is not exhaustive. This means that other links can also lead to a de facto obligation to provide support if these may create the impression for third parties that there is an interconnected system.
<h4>Categorizing Financial Groups according to Structure</h4>
The Circular categorizes financial groups into different structures. With different regulatory requirements potentially applying to the different categories:
<ul>
<li>Parent company structure: The financial group is headed by an institution (parent company) with operational business activities. The regulatory scope of consolidation includes the parent company and one or more group companies that are active in the financial sector.</li>
<li>Holding structure: The financial group is headed by a holding company. The holding company controls at least one institution active in the financial sector. The top holding company active in the financial sector is generally the top unit of the financial group for consolidation purposes. In justified cases, FINMA may exclude a holding company from the regulatory scope of consolidation if it is immaterial for the consolidated supervision. A holding company is deemed immaterial if it (i) does not control any other company active in the financial sector, (ii) does not engage in financial activities of its own, (iii) has no influence on the group&#8217;s business activities, and (iv) is not significantly leveraged.</li>
<li>Atypical structures: Atypical structures include contractual groups and similar structures as well as de-facto financial groups. In contractual groups, the group companies are linked by a contract rather than control of equity or voting rights. De-facto financial groups are headed by one or more individuals who control other companies active in the financial sector in addition to an institution domiciled or effectively managed in Switzerland.</li>
<li>Subgroup of a foreign financial group: This financial group is subject to consolidated supervision by FINMA and is part of a foreign financial group. The subgroup may be controlled either directly by a foreign parent company or indirectly through a holding company or other entities of the foreign financial group. The subgroup can have different types of structures internally.</li>
<li>Subordinated financial group: A subordinated financial group is a subgroup within a financial group supervised by FINMA, consisting of at least one institution based in Switzerland and one or more group companies operating in the financial sector. Internally, a subordinated financial group may have either a parent company structure or a holding structure.</li>
</ul>
<h3>Content of Consolidated Supervision</h3>
In application of the principles set out under article 3f and 3g BA as well as article 24(1) BO the Circular clarifies the content of the consolidated supervision of FINMA. Ultimately, it must, however, be noted that FINMA will specify the relevant scope of the consolidated supervision and the relevant requirements to be satisfied thereunder on a case-by-case basis in consideration of the specific group structure and underlying risks of the financial group in question.
From a qualitative perspective the consolidated supervision will typically require the financial group to implement the following measures, respectively, adhere to the following qualitative requirements on a consolidated basis:
<ul>
<li>Appropriate organization of the financial group, in particular in consideration of the applicable requirements set out under the FINMA Circular 2017/1 – Corporate Governance Banks (with regulatory approval requirements applying for group internal policies);</li>
<li>Appropriate internal control system and risk management of the financial group;</li>
<li>Group-wide framework for the combatting of money laundering;</li>
<li>Application of «Fit and proper»- requirements for individuals which are members of the executive management or board of directors on a consolidated level;</li>
<li>Functional and personal separation of the board of directors and executive management at a consolidated level; and</li>
<li>Appointment of a recognized, independent and competent audit firm for the consolidated audit of the financial group.</li>
</ul>
In addition to the qualitative requirements outlined above the consolidated supervision will typically also include the adherence to the quantitative requirements relating to capital adequacy, risk diversification (including interest rate risk reporting), liquidity and financial reporting standards on a consolidated basis.
In the context of the scope of the regulatory consolidation and the requirements to be satisfied thereunder, it should also be noted that the Explanatory Report relating to the Circular clarifies that any changes within a financial group that may have implications relating to the scope of consolidation and/or the requirements to be satisfied thereunder, must be notified to FINMA under the regulatory notification duty pursuant to article 29(2) of the Financial Market Supervisory Act.
<h3>Regulatory Exemptions from the Consolidated Supervision</h3>
Finally, the Circular clarifies that when determining whether to subject a financial group and/or certain entities to the regulatory scope of consolidated supervision, FINMA has a considerable degree of discretion. This discretion allows FINMA to grant regulatory exemptions in justified cases, namely in the following constellations:
<ul>
<li>Exemption for immaterial group companies: Pursuant to the Circular, FINMA may exempt group companies in the financial sector from consolidated supervision or declare its content to be only partially applicable, particularly if a group company is immaterial for consolidated supervision (article 23(2) BO). FINMA grants exemptions for group companies with regard to the quantitative elements, but not with regard to the qualitative elements.</li>
<li>Implementation of ring-fencing measures: In exceptional cases, FINMA may exercise its discretion and waive the requirement for consolidated supervision. To address the specific risks of the individual case, FINMA may, however, demand that the exempted financial group implement suitable preventive ring-fencing measures or other measures (g., adjustment of the group structure) instead of adhering to a consolidated supervisory regime. Pursuant to the Circular, the following measures may be suitable ring-fencing measures, whereas such measures will typically be applied in combination: (i) corporate governance-related or structural measures aimed at strengthening the independence of the institution’s management and decision-making bodies from the financial group, (ii) financial measures to protect client assets or to limit the institution’s financial interdependencies with the financial group, and (iii) reduction of business interdependencies. These measures would typically be combined with specific information and reporting obligations to FINMA.</li>
</ul>
<h3>Outlook</h3>
The assessment of compliance with the requirements regarding the consolidated supervision of financial groups is primarily conducted by the regulatory audit companies of the respective financial institutions and reported to FINMA under the yearly regulatory audit. As outlined above, the main purpose of the Circular is to publish FINMA&#8217;s existing practice regarding its supervisory activities over financial groups. Accordingly, we do not believe the Circular introduces any new or additional requirements beyond those that were already in place prior to its enactment.
The Circular does, however, provide helpful guidance on assessing the relevant requirements FINMA applies in the context of its consolidated supervisory activities. The clarifications included in the Circular may for instance provide helpful guidance on the measures which need to be implemented by financial groups intending to establish orphan issuance structures (namely white-labelling platforms) to avoid a regulatory consolidation of such issuance structures.
<h3>Homburger Hub – Regulatory Innovations</h3>
The Swiss financial market regulation remains subject to wide-ranging revisions with considerable developments expected for the years 2025 and 2026. The Federal Council has announced regulatory initiatives in the areas of the revision of the Financial Market Stability, Financial Market Infrastructure Act, and FinTech-regulation.
These regulatory developments will affect various Swiss financial market participants and are worth following closely. In order to ensure that you remain informed and up-to-date, we have established the Homburger Hub – Regulatory Innovations on which we regularly update on these regulatory developments.

Regulatory Innovations

FINMA Circular on Consolidated Supervision of Financial Groups 

On July 26, 2024, FINMA published <a href="https://www.finma.ch/en/news/2024/07/20240726-m-am-06-24-stablecoins/">Guidance 06/2024</a> «Stablecoins: risks and challenges for issuers of stablecoins and banks providing guarantees» (Guidance 06/2024). Whilst the «Guidances» (Aufsichtsmitteilungen) published by FINMA are not of a normative nature and therefore may not stipulate additional requirements on financial institutions going beyond the existing legislation, FINMA utilizes Guidances to publish its supervisory practice and interpretation of the Swiss financial market laws.
<h3>What the New Guidance 06/2024 Says</h3>
Guidance 06/2024 sets out FINMA&#8217;s expectation that the identity of all persons holding stablecoins be adequately verified by the issuing institution or by appropriately supervised financial intermediaries. 
This expectation is based on the notion that the stabilization mechanism used by stablecoin issuers «generally» involves a stablecoin holder having a payment claim against the issuer at any time, which may be considered a deposit if the underlying assets are managed for the account and risk of the issuer (as previously communicated by FINMA in its <a href="https://www.finma.ch/en/~/media/finma/dokumente/dokumentencenter/myfinma/1bewilligung/fintech/wegleitung-stable-coins.pdf?sc_lang=en&amp;hash=68854A0D6DAFC3F8F1D4F1C9AF56BA4D">2019 supplement to its ICO guidelines</a>). It remains to be seen whether it will be applied equally to stablecoin arrangements not relying on a claim against the issuer as a stabilization mechanism or other similar arrangements involving counterparty risk.
In the new Guidance 06/2024, FINMA not only reminds financial intermediaries of the KYC/CDD requirements set out under the Anti-Money Laundering Act (identification of the customer; determination of the identity of the beneficial owner; repetition of the procedure in the event of subsequent doubts).
Guidance 06/2024 also refers to FINMA&#8217;s practice already published in its <a href="https://www.finma.ch/en/~/media/finma/dokumente/dokumentencenter/myfinma/finma-publikationen/geschaeftsbericht/20220405-finma_jahresbericht_2021.pdf">2021 Annual Report</a> (p. 19), according to which «contractual and, where appropriate, technological transfer restrictions are required for the issue of stable coins by supervised institutions. All persons disposing of stable coins must be sufficiently identified by the issuing institution or by adequately supervised distribution partners in order to comply with the due diligence obligations under the Anti-Money Laundering Act for all transactions with stable coins.» It further cites a <a href="https://www.newsd.admin.ch/newsd/message/attachments/86329.pdf">2024 report by the CGMF</a> (interdepartmental coordinating group on combating money laundering and the financing of terrorism), which characterizes this (at p. 28) as a technology-neutral application of the ban on bearer savings accounts contained in the Swiss Bankers Association&#8217;s Agreement on the Swiss Banks&#8250; Code of Conduct with Regard to the Exercise of Due Diligence (CDB 20), which applies primarily to banks licensed in Switzerland.
The new Guidance 06/2024 links this prohibition of anonymous transfers, which was previously primarily expressed in relation to banks, to the general obligations of all financial intermediaries under the Anti-Money Laundering Act.
In the <a href="https://www.finma.ch/en/~/media/finma/dokumente/dokumentencenter/myfinma/1bewilligung/fintech/wegleitung-stable-coins.pdf?sc_lang=en&amp;hash=68854A0D6DAFC3F8F1D4F1C9AF56BA4D">2019 supplement to its ICO guidelines</a>, FINMA had already stated that the Anti-Money Laundering Act is «almost always applicable» to stablecoins, albeit based on their use as a means of payment and thus not necessarily imposing any obligations on the issuer in the context of transactions without its direct involvement.
While apparently going beyond imposing KYC/CDD requirements on stablecoin issuers only at the points of issuance and redemption, we do not believe there should be a general requirement for stablecoin issuers to identify each individual holder beforehand if contractual or technological solutions (e.g. limiting transfers to VASPs complying with anti-money laundering requirements or other forms of whitelisting) ensure compliance with the Anti-Money Laundering Act.
Guidance 06/2024 sets out restrictions on the use of default guarantees issued by regulated banks as a means for stablecoin issuers to avoid being treated as banks themselves.
Under the Banking Ordinance, claims against stablecoin issuers guaranteed by a licensed bank are exempt from the treatment as regulated deposits and therefore do not cause the stablecoin issuer to carry on an activity requiring authorization under the Banking Act. According to FINMA, various stablecoin issuers in Switzerland use such default guarantees in lieu of an authorization under the Banking Act.
Guidance 06/2024 lists a number of requirements that must be met by a default guarantee in order for the exemption from the authorization requirement to apply:
<ul>
<li>Each customer must have their own claim against the Swiss bank issuing the default guarantee and been informed of the guarantee.</li>
<li>The default guarantee must cover public deposits with interest.</li>
<li>Claims to be covered by the default guarantee must not exceed its upper limit.</li>
<li>The specifics of the default guarantee must permit rapid guarantee calls by customers.</li>
<li>Defenses and objections by the issuing bank are permitted to the extent provided by law.</li>
<li>Customers&#8250; claims under the guarantee must become due at the latest at the time of the stablecoin issuer&#8217;s insolvency, i.e. at the latest at the time of the opening of bankruptcy proceedings against the stablecoin issuer, and not only at the time of the issuance of a certificate of loss.</li>
<li>If there are multiple default guarantees, the increased need for coordination and the resulting operational risks must be highlighted and adequately addressed.</li>
</ul>
Guidance 06/2024 emphasizes that in the event of irregularities at the stablecoin issuer, the bank providing the default guarantee may suffer reputational damage due to its contractual relationship with the issuer and may also be exposed to legal risks.
In addition, because stablecoin holders must have a direct claim against the bank issuing the default guarantee in the event of the bankruptcy of the stablecoin issuer, there is a risk that dishonest stablecoin holders may assert their claims under the default guarantee against the bank providing the default guarantee. In such cases, the legal and reputational risks would be compounded by high regulatory costs, in particular to comply with its obligations under the Anti-Money Laundering Act.
<h3>Assessment</h3>
Guidance 06/2024 comes against the backdrop of an international emergence and evolution of not only anti-money laundering but also prudential requirements for stablecoin issuers.
Most recently, on June 30, 2024, under the European Union&#8217;s Markets in Crypto-Assets Regulation (MiCAR), the issuance in the European Union of stablecoins referencing a single fiat currency (so-called «e-money tokens») was restricted to credit institutions and e-money institutions, and the issuance of stablecoins referencing multiple fiat currencies or other underlying assets (so-called «asset-referenced tokens») was restricted to credit institutions and firms that obtain specific authorizations.
In Switzerland, a bill amending the fintech license for payment service providers (including those using stablecoin) and providers of crypto assets is currently being drafted within the Federal Department of Finance and <a href="https://www.sif.admin.ch/sif/en/home/finanzmarktpolitik/financial-market-regulation/regulatory-projects/innovative-geschaefsmodelle.html">expected to be submitted for public consultation in 2025</a>.
It therefore seems to be consistent with these developments that FINMA&#8217;s Guidance 06/2024 emphasizes the link of stablecoin arrangements to the prudentially regulated sector by highlighting the prudential considerations to be taken into account by the bank issuing the default guarantee, which currently allows stablecoin issuers to operate only under anti-money laundering regulations, and the commonalities in the respective implementations of an anti-money laundering framework that FINMA expects from regulated banks and from not prudentially regulated stablecoin issuers.
This is underlined by FINMA&#8217;s reference to the potential fragility of arrangements involving stablecoin issuers outside the prudential perimeter on the basis of a bank-issued guarantee (e.g. operational aspects relating to the terms of the guarantee, but also the lack of deposit protection for holders of such stablecoins), although some of the constraints on the use of such guarantee arrangements to be exempt from an authorization requirement under the Banking Act, as well as certain residual concerns from a prudential perspective, go beyond their application in the context of stablecoins (as Guidance 06/2024 itself points out, and as is also clear from the discussion in the <a href="https://backend.efd.admin.ch/fileservice/sdweb-docs-prod-efdadminch-files/files/2024/04/30/9fb7f508-2522-428c-a192-23b975c48e93.pdf">Federal Council&#8217;s 2022</a> report on amendments to the fintech license regime).
While the requirements set forth in the text of Guidance 06/2024 are important (and potentially quite restrictive, particularly with respect to KYC/CDD requirements), Guidance 06/2024 also signals the need for stablecoin issuers to be prepared to adapt to a rapidly evolving regulatory environment and a broadening scope of prudential regulation.

FINMA Publishes Guidance on Stablecoins

Swiss Federal Council publishes Report on Banking Stability

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rel="noopener">Gabrielle Nater-Bass</a>, <a href="https://www.homburger.ch/en/team/georg-rauber" target="_blank" rel="noopener">Georg Rauber</a>, <a href="https://www.homburger.ch/en/team/gregor-buhler" target="_blank" rel="noopener">Gregor Bühler</a>, <a href="https://www.homburger.ch/en/team/hansjurg-appenzeller" target="_blank" rel="noopener">Hansjürg Appenzeller</a>, <a href="https://www.homburger.ch/en/team/jeremy-reichlin" target="_blank" rel="noopener">Jeremy Reichlin</a>, <a href="https://www.homburger.ch/en/team/julian-schwaller" target="_blank" rel="noopener">Julian Schwaller</a>, <a href="https://www.homburger.ch/en/team/jurg-frick" target="_blank" rel="noopener">Jürg Frick</a>, <a href="https://www.homburger.ch/en/team/kirsten-wesiak-schmidt" target="_blank" rel="noopener">Kirsten Wesiak-Schmidt</a>, <a href="https://www.homburger.ch/en/team/laetitia-fracheboud" target="_blank" rel="noopener">Laetitia Fracheboud</a>, <a href="https://www.homburger.ch/en/team/luca-dal-molin" target="_blank" rel="noopener">Luca Dal Molin</a>, <a href="https://www.homburger.ch/en/team/marcel-dietrich" target="_blank" rel="noopener">Marcel Dietrich</a>, <a href="https://www.homburger.ch/en/team/mariella-orelli" target="_blank" rel="noopener">Mariella Orelli</a>, <a href="https://www.homburger.ch/en/team/miguel-sogo" target="_blank" rel="noopener">Miguel Sogo</a>, <a href="https://www.homburger.ch/en/team/philippe-baumann" target="_blank" rel="noopener">Philippe Baumann</a>, <a href="https://www.homburger.ch/en/team/rene-bosch" target="_blank" rel="noopener">René Bösch</a>, <a href="https://www.homburger.ch/en/team/reto-heuberger" target="_blank" rel="noopener">Reto Heuberger</a>, <a href="https://www.homburger.ch/en/team/richard-stauber" target="_blank" rel="noopener">Richard Stäuber</a>, <a href="https://www.homburger.ch/en/team/roman-baechler" target="_blank" rel="noopener">Roman Baechler</a>, <a href="https://www.homburger.ch/en/team/stefan-bindschedler" target="_blank" rel="noopener">Stefan Bindschedler</a>, <a href="https://www.homburger.ch/en/team/stefan-blunschi" target="_blank" rel="noopener">Stefan Blunschi</a>, <a href="https://www.homburger.ch/en/team/stefan-gaumann" target="_blank" rel="noopener">Stefan Gäumann</a>, <a href="https://www.homburger.ch/en/team/stefan-kramer" target="_blank" rel="noopener">Stefan Kramer</a>, <a href="https://www.homburger.ch/en/team/stefan-oesterhelt" target="_blank" rel="noopener">Stefan Oesterhelt</a>, <a href="https://www.homburger.ch/en/team/stefanie-pfisterer" target="_blank" rel="noopener">Stefanie Pfisterer</a>, <a href="https://www.homburger.ch/en/team/tanja-niederer" target="_blank" rel="noopener">Tanja Niederer</a>, <a href="https://www.homburger.ch/en/team/tobias-kaufmann" target="_blank" rel="noopener">Tobias Kaufmann</a>.
The Legal 500 as a part of Legalease, a provider of legal market information, analyses the capabilities of law firms across the world and publishes annual rankings based upon extensive research.

Homburger for Shakti Coin

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On March 5, 2025, the Swiss Shakti Foundation, a foundation (Stiftung) operating under the laws of Switzerland, established its SXE Digital SMART Note Issuance Program.
The notes issued under the SXE Digital SMART Note Issuance Program (the Notes) will be issued as ledger-based securities (Registerwertrechte) within the meaning of article 973d of the Swiss Code of Obligations.
The terms and conditions of the Notes and the applicable tokenization terms (Registrierungsvereinbarung) are governed by Swiss law.
The proceeds (after deduction of the fees, costs and expenses incurred by the Issuer in connection with such issuance) from the issuance of each tranche of Notes will, in an amount of 90%, serve as collateral for the investors and, in an amount of 10%, be used for the furtherance of the «Project». The Project is a unique program (which was gifted by the Swiss Shakti Foundation&#8217;s founder) that addresses school participation deficits globally by utilizing a Proof-of-Effort (PoE) blockchain protocol where parents and guardians are incentivized to bring and send their children to school by receiving one native digital cryptocurrency Shakti Coin for each child, every day the child attends school.
The base prospectus for the SXE Digital SMART Note Issuance Program has been approved by the Prospectus Review Office of BX Swiss AG in its capacity as review body pursuant to article 52 of the FinSA on March 5, 2025.
The Homburger team was led by Benjamin Leisinger (Capital Markets, Financing and Investment Products) and included Lee Saladino (Capital Markets) as well as Alexander Wherlock (Financial Market Regulation, Financing and Investment Products).

Homburger advised the Swiss Shakti Foundation on the structuring and set-up of its SXE Digital SMART Note Issuance Program

Alexander
Wherlock

Three new partners

The Legal 500 Rankings 2025: Homburger top ranked

Homburger advised the Swiss Shakti Foundation on the structuring and set-up of its SXE Digital SMART Note Issuance Program

FINMA Circular on Consolidated Supervision of Financial Groups

FINMA Publishes Guidance on Stablecoins

Swiss Federal Council publishes Report on Banking Stability

Blockchain & Cryptocurrency Regulation 2026: Switzerland

Fintech 2026: Switzerland

Neue Aufsichtsinstrumente der FINMA –Vorschläge des Bundesrats

Join the Team

Alexander Wherlock

Career

Languages

Bar Registration

Teams

AlexanderWherlock

Three new partners

The Legal 500 Rankings 2025: Homburger top ranked

Homburger advised the Swiss Shakti Foundation on the structuring and set-up of its SXE Digital SMART Note Issuance Program

FINMA Circular on Consolidated Supervision of Financial Groups

FINMA Publishes Guidance on Stablecoins

Swiss Federal Council publishes Report on Banking Stability

Blockchain & Cryptocurrency Regulation 2026: Switzerland

Fintech 2026: Switzerland

Neue Aufsichtsinstrumente der FINMA –Vorschläge des Bundesrats

Join the Team

Alexander Wherlock

Career

Languages

Bar Registration

Teams

Alexander
Wherlock