Although Swiss law also requires that we
have a compensation committee, we will follow home country requirements with respect to such committee. As a result, our practice
will vary from the requirements of Nasdaq Listing Rule 5605(d), which sets forth certain requirements as to the responsibilities,
composition and independence of compensation committees.
In accordance with Swiss law and generally
accepted business practices, our articles of association do not provide quorum requirements generally applicable to general meetings
of shareholders. Our practice thus varies from the requirement of Nasdaq Listing Rule 5620(c), which requires an issuer to provide
in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting
Solicitation of proxies
Our articles of association provide for
an independent proxy holder elected by our shareholders, who may represent our shareholders at a general meeting of shareholders,
and we must provide shareholders with an agenda and other relevant documents for the general meeting of shareholders. However,
Swiss law does not have a regulatory regime for the solicitation of proxies and company solicitation of proxies is prohibited for
public companies in Switzerland. Thus, our practice will vary from the requirement of Nasdaq Listing Rule 5620(b), which sets forth
certain requirements regarding the solicitation of proxies.
We have opted out of shareholder approval
requirements for the issuance of securities in connection with certain events such as the acquisition of stock or assets of another
company, the establishment of or amendments to equity-based compensation plans for employees, a change of control of us and certain
private placements. To this extent, our practice varies from the requirements of Nasdaq Listing Rule 5635, which generally requires
an issuer to obtain shareholder approval for the issuance of securities in connection with such events.
ITEM 16H. Mine safety disclosure
ITEM 17. Financial statements
We have responded to Item 18 in lieu of this item.
ITEM 18. Financial statements
Statements are filed as part of this Annual Report, see page F-1.