the amount of the withholding tax in excess of the 15% treaty rate, provided such shareholder: (i) qualifies for benefits
under this treaty and qualifies as beneficial owner of the Dividends; (ii) holds, directly or indirectly, less than 10% of
the voting stock of the Company; (iii) does not qualify as a pension scheme or retirement arrangement for the purpose of
the bilateral treaty; and (iv) does not conduct business through a permanent establishment or fixed base in Switzerland to
which the Shares are attributable. Such an eligible U.S. shareholder may apply for a refund of the amount of the withholding tax
in excess of the 15% treaty rate. The applicable refund request form may be filed with the Swiss Federal Tax Administration following
receipt of the Dividend and the relevant deduction certificate, however no later than 31 December of the third year following
the calendar year in which the Dividend was payable.
Swiss Federal Stamp Taxes
The Company will be subject to and pay
to the Swiss Federal Tax Administration a 1% Swiss federal issuance stamp tax (taxe sur les émissions) on the consideration
received for the issuance of the Shares less certain costs incurred in connection with the issuance. The issuance and delivery
of the Shares to the initial shareholders at the offering price is not subject to Swiss federal securities turnover tax (droit
de timbre de négociation).
Any subsequent dealings in the Shares,
where a bank or another securities dealer in Switzerland, as defined in the Swiss Federal Stamp Tax Act, acts as an intermediary,
or is a party, to the transaction, are, subject to certain exemptions provided for in the Swiss Federal Stamp Tax Act, subject
to Swiss securities transfer stamp duty tax at an aggregate tax rate of up to 0.15% of the consideration paid for such Shares.
Material U.S. Federal Income Tax Considerations for U.S.
The following is a description of the material
U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of our common shares. It does not
describe all tax considerations that may be relevant to a particular person’s decision to acquire common shares.
This discussion applies only to a U.S.
Holder that holds common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of
the U.S. federal income tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including
alternative minimum tax consequences, the potential application of the provisions of the Code known as the Medicare contribution
tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
||certain financial institutions;|
||dealers or traders in securities who use a mark-to-market method of tax accounting;|
||persons holding common shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the common shares;|
||U.S. Holder whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;|
||entities classified as partnerships for U.S. federal income tax purposes;|
||tax-exempt entities, including an “individual retirement account” or “Roth IRA”;|
||persons that own or are deemed to own ten percent or more of our shares, by vote or value; or|
||persons holding common shares in connection with a trade or business conducted outside of the United States.|
If an entity that is classified as a partnership
for U.S. federal income tax purposes holds common shares, the U.S. federal income tax treatment of a partner will generally depend
on the status of the partner and the activities of the partnership. Partnerships holding common shares and partners in such partnerships
should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the common