Loewenstrasse 1 Cours de Rive Zurich 1204 Genève

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1 Pestalozzi Attorneys at Law Ltd Pestalozzi Avocats SA Loewenstrasse 1 Cours de Rive Zurich 1204 Genève Switzerland Switzerland Tel: Tel: Fax: Fax: Website: Website: Firm profile: Pestalozzi is a leading Swiss full service law firm with a strong international practice, and has been in operation for more than 100 years. Pestalozzi s Tax practice group advises on the full range of international and domestic tax law issues. Within our full service tax practice, we have a particular strength in: Financial services International and domestic corporate tax M&A and corporate restructuring Private clients Real estate Tax litigation VAT, customs, excise duties, and foreign trade Contacts: Nils Harbeke (head of Tax practice group) nils.harbeke@pestalozzilaw.com Tel: Dr. Pierre-OlivierGehriger olivier.gehriger@pestalozzilaw.com Tel: Christina Rinne christina.rinne@pestalozzilaw.com Tel: Dr. Silvia Zimmermann silvia.zimmermann@pestalozzilaw.com Tel:

2 [Tentative translation] Schweizerische Eidgenossenschaft Conféderation suisse Confederazione Svizzera Confederazium svizra Federal Department of Finance Swiss Federal Tax Administration SFTA Main Division for Federal Income Tax, Withholding Tax and Stamp Duty Federal Income Tax Withholding Tax Berne, 13 February 2015 Pur/DS Circular Interest rates 2015 accepted for tax purposes for advancements and loans denominated in foreign currency To grant advancements or loans to shareholders or parties related to them constitutes a deemed dividend distribution when no or no adequate interest is received in return. The same is true if too much interest is credited on liabilities towards shareholders or parties related to them. According to art. 4 para. 1 (b) of the Federal Withholding Tax Law of 13 October 1965 and art. 20 para. 1 of the Withholding Tax Ordinance of 19 December 1966, such deemed dividend distributions are subject to 35% withholding tax and must be self-assessed on Form 102 within 30 days as from the due date of the deemed dividend distribution. The tax must be settled within the same term. The same requirements apply for the assessment of the Federal Income Tax consequences of deemed dividend distributions made by capital companies or cooperatives. (cf. art. 58 para. 1 (b) of the Federal Income Tax Law of 14 December 1990 [DBG]). Since 1 January 2015, for purposes of determining an appropriate interest rate to be applied to advancements or loans denominated in foreign currencies granted to shareholders or parties related to them, or received from shareholders or parties related to them respectively, the Swiss Federal Tax Administration (SFTA), Main Division for Federal Income Tax, Withholding Tax and Stamp Duty, refers to the interest rates published on the last page of this Circular (safe haven rates). These rates are based on the 5-year swap rates as well as on the yield of long-term investments such as corporate bonds. The interest rates shown in the table below apply as follows: 1. Advancements or loans granted to shareholders or parties related to them If the respective foreign currency interest rate is smaller than the interest rate applicable under the SFTA's Circular of 12 February 2015 on interest rates 2015 accepted for tax purposes for advancements and loans denominated in Swiss Francs, then the latter rate applies, as a minimum rate, also to foreign currency committments. These interest rates apply to advancements or loans to shareholders or parties related to them insofar as they are equity funded. If the capital company or cooperative has interest-bearing debt, then advancements or loans to shareholders or parties related to them are, pro-rated, subject to the same interest rates as incurred on the interest-bearing debt, plus a margin of at least 1/2%, and are in any case subject to at least the interest rates set out in this Circular.

3 2. Advancements or loans received from shareholders or parties related to them In terms of a "safe haven" rule, the interest rates set out below apply also to debt incurred in foreign currency. If the respective foreign currency interest rate is smaller than the interest rate applicable under the SFTA's Circular of 12 February on interest rates 2015 accepted for tax purposes for advancements and loans denominated in Swiss Francs, then it is possible to apply an interest rate equivalent to the Swiss Francs interest rate. However, on the basis of an arm's length test, it is possible to apply higher interest rates. In such a case, not only the interest rate must be at arm's length but it must also be shown for which business reasons the debt was not raised in Swiss Francs subject to the smaller Swiss Francs interest rate. In addition, the thin capitalization rules must be considered when calculating the maximum interest accepted for tax purposes. In this context, reference is made to Federal Income Tax Circular no. 6 of 6 June 1997 on hidden equity (art. 65 and 75 DBG) of capital companies and cooperatives, which shall also apply for withholding tax and stamp duty purposes. 3. Valuation of an enterprise To dertermine the capitalization interest rate for purposes of valuation of an enterprise, the interest rates set out below shall be increased by 40-50%. In any case, the addition must be at least 5%. Since 2004, the Japanese Yen (JPY) interest rate applicable for evaluation purposes is smaller than the Swiss Francs interest rate. For this reason, the applicable rates are shown separately in the table below. Country Currency European Union EUR USA USD Australia AUD Bulgaria BGN China CNY n.a. n.a n.a Denmark DKK Great Britain GBP Hongkong HKD India INR n.a. n.a n.a n.a Israel ILS n.a. n.a n.a n.a Japan (evaluations) JPY Japan (loans) JPY Canada CAD Malaysia MYR n.a. n.a n.a Mexico MXN n.a. n.a n.a n.a 6.00 n.a New Zealand NZD Norway NOK Poland PLN Romania RON n.a n.a n.a Russia RUB n.a Saudi Arabia SAR n.a n.a Sweden SEK Singapore SGD South Africa ZAR South Korea KRW Thailand THB Czech Republic CZK Turkey TRY n.a n.a n.a Hungary HUF Legend: n.a.: not available Department for External Audit [tax officer name / signature]

4 [Tentative translation] Schweizerische Eidgenossenschaft Conféderation suisse Confederazione Svizzera Confederazium svizra Federal Department of Finance Swiss Federal Tax Administration SFTA Main Division for Federal Income Tax, Withholding Tax and Stamp Duty Federal Income Tax Withholding Tax Berne, 12 February 2015 Pur/DS Circular Interest rates 2015 accepted for tax purposes for advancements and loans denominated in Swiss Francs To grant advancements or loans to shareholders or parties related to them constitutes a deemed dividend distribution when no or no adequate interest is received in return. The same is true if too much interest is credited on liabilities towards shareholders or parties related to them. According to art. 4 para. 1 (b) of the Federal Withholding Tax Law of 13 October 1965 and art. 20 para. 1 of the Withholding Tax Ordinance of 19 December 1966, such deemed dividend distributions are subject to 35% withholding tax and must be self-assessed on Form 102 within 30 days as from the due date of the deemed dividend distribution. The tax must be settled within the same term. The same requirements apply for the assessment of the Federal Income Tax consequences of deemed dividend distributions made by capital companies or cooperatives (cf. art. 58 para. 1 (b) of the Federal Income Tax Law of 14 December 1990 [DBG]). Since 1 January 2015, for purposes of determining an appropriate interest rate to be applied to advancements or loans denominated in Swiss Francs granted to shareholders or parties related to them, or received from shareholders or parties related to them respectively, the Swiss Federal Tax Administration (SFTA), Main Division for Federal Income Tax, Withholding Tax and Stamp Duty, refers to the following interest rates: Interest Rate 1 Advancements or loans granted to shareholders or parties related to them (in CHF) minimum: 1.1 if equity-funded, and if there is no debt on which interest must be paid ¼ % 1.2 if debt-funded original costs + ¼ - ½ % * minimum ¼ % * - up to and including CHF 10 Mio. ½ % - more than CHF 10 Mio. ¼ %

5 2 Advancements or loans received from shareholders or parties related to them (in CHF) maximum: Housing and Agriculture Industry and Trade 2.1 Real estate credit: - credit up to the amount of a first mortgage loan, i.e. 2/3 of the market value of the real estate 1 % 1 ½ % - for the rest 1 ¾ % ** 2 ¼ %** subject to the following maximum loan-to-value ratios: Building land, villa, condominium, holiday home, and factory up to 70 % of the market value Other real estate up to 80 % of the market value 2.2 Working capital credit: a) up to CHF 1 Mio. - Trading firms and manufacturer 3 % ** - Holding companies and finance companies 2 ½ % ** b) as from CHF 1 Mio. - Trading firms and manufacturer 1 % ** - Holding companies and finance companies ¾ % ** For purposes of determining the relevant threshold values, the sum of all related party debt is the relevant reference value. These interest rates are safe haven rates. Higher rates may be applied if evidence is provided that such higher rates are at arm's length. ** In addition, the thin capitalization rules must be considered when calculating the maximum interest accepted for tax purposes. In this context, reference is made to Federal Income Tax Circular no. 6 of 6 June 1997 on hidden equity (art. 65 and 75 DBG) of capital companies and cooperatives, which shall also apply for withholding tax and stamp duty purposes. Department for External Audit [tax officer name / signature]