Luxembourg

The law of the Grand Duchy of Luxembourg specifically provides for the establishing of entities of such organizational and legal forms as:

Societe Anonyme (SA)

Societee a Responsabilite Limite (SARL)

Societe en Nom Collectif (SENC)

Societe en Commandite Simple (SCS and SCA)

Societe Anonyme (SA)

Societe Anonyme (S.A.) is characterised as follows:

• minimum capital - €31’000;

• 25% of the capital is paid at the time of registration;

• Physical persons and legal entities, residents and non-residents of Luxembourg, may be shareholders (minimum number of shareholders is two, maximum number is not limited);

• both registered and bearer shares may be issued;

• shareholders, as a body, are free to transfer their shares to third parties upon appropriate registration and in accordance with the Memorandum of Association;

• company is managed by the Board of Directors composed of at least three members. Foreigners may become directors. Nominee directors are permitted;

• directors are recorded in the public register of Luxembourg;

• The register is kept at registered office in Luxembourg;

• the company must appoint an auditor for annual reporting.

Societe Societee a Responsabilite Limite -SARL

Societe Societee a Responsabilite Limite - Sarl is characterised as follows:

• minimum capital is €12’500;

• 100% of the capital is fully paid at the time of registration;

• Physical persons and legal entities, residents and non-residents of Luxembourg, may be shareholders (minimum number is one, maximum number is 40);

• only registered shares may be issued;

• shareholders are not free to transfer their shares to third parties without appropriate registration and meeting the Memorandum of Association;

• company may be managed by a one director. Foreigners may become directors. Nominee directors are permitted;

• directors are recorded in the public register of Luxembourg;

• The register is kept at registered office in Luxembourg;

• company must appoint an auditor for annual reporting.

Societe en Nom Collectif & Societe en Commandite Simple

Societe en Nom Collectif (SENC) and Societe en Commandite Simple (SCS & SCA) - with or without shares issue - are characterised as follows:

• no minimum capital is required for the establishing;

• capital is distributed as shares or as stock between partners;

• general partners (at least – 2) in Societe en Nom Collectif bear unlimited equal liability for partnership’s debts and obligations;

• in Societe en Nom Collectif, partners are divided into general partners with unlimited liability and partners with limited liability;

• partners may not transfer their shares or stock to third parties without the general meeting’s relevant resolution;

• partnership is managed by general partners;

Investment fund companies

Luxembourg's legislation on funds distinguishes between the following types of fund companies:

• private fixed-assets funds

• private non-fixed assets funds

• private pension funds

• investment companies with risk capital

Minimum capital for the establishment of a fund company in Luxembourg is €1’000’000.

LUXEMBOURG HOLDING SOPARFI

SOPARFI (Societe a Participation Financiere) is subject to taxation in Luxembourg and to double taxation agreements made by Luxembourg.

SOPARFI has to hold at least 10% (or at least €1’250’000) in the subsidiary’s charter capital and may:

• acquire, hold and dispose of shares and bonds of Luxembourg and foreign companies;

• own cash, foreign currency, gold, securities and place the assets in financial institutions;

• act as a source of financing for entities where the holding company participates directly in the share capital;

• own licenses, patents and generate income from issuing patents and licenses abroad;

• take out loans to be secured by bonds distributed by public or private subscription that 10 times exceed the paid-up capital, as well as ordinary loans up to 3 times exceeding the subscribed capital;

• redeem up to 10% of its own stock provided that this is allowed by the charter and agreed by the general stockholders’ meeting.

SOPARFI Holding may not:

• participate with a decisive vote in the activities of partnerships both with limited and unlimited liability;

• engage in any manufacturing or commercial activity;

• perform brokerage and banking operations;

• give loans to companies that are not its subsidiaries (if it is not a financial holding company);

• own immovable property, except for office facilities (although it may hold shares of real estate companies).

SOPARFI holdings are subject to general tax treatment in Luxembourg but the holdings’ dividends are exempt from taxation in most cases.

Stock exchange companies are generally subject to similar tax treatment as SOPARFI.

Standard corporate tax rates for ordinary resident commercial entities in Luxembourg, including municipal taxes, are up to 40%.

Luxembourg Double Tax treaties

Andorra, Armenia, Austria, Azerbaijan, Bahrain, Barbados, Belgium, Botswana, Brazil, Brunei, Bulgaria, Canada, China, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Guernsey, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Isle of Man, Israel, Italy, Japan, Jersey, Kazakhstan, Korea, Kosovo, Kuwait , Laos, Latvia, Liechtenstein, Lithuania, Macedonia, Malaysia, Malta, Mauritius, Mexico, Moldova, Monaco, Morocco, Netherlands, Norway, Panama, Poland, Portugal, Qatar, Romania, Russia, Rwanda, San Marino, Saudi Arabia, Senegal, Serbia, Seychelles, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, Uruguay, USA, Uzbekistan, Vietnam.