SOPARFI Holding Company

There are no legal requirements relating to residence or nationality of the directors. They may be natural or legal persons and resident or non-resident.

A SOPARFI may distribute interim dividends and/or end of the period dividends. The obligation to audit company's financial statements depends on size criteria. An audit is performed either by an internal auditor (commissaire aux comptes) or a statutory auditor (réviseur d'entreprises).

An annual balance sheet, a profit and loss account and notes to the accounts must be prepared in the form required by the law of December 19, 2002 and submitted for shareholders' approval within six months after the financial year end.

TAX TREATMENT

A SOPARFI is a fully taxable company subject to the general Luxembourg tax regime. Generally a SOPARFI is subject to corporate income tax and municipal business tax at the global rate of 29.22%.

Provided certain requirements are fulfilled, some types of income generated by a SOPARFI will benefit from the participation exemption under the EU Parent- Subsidiary Directive. Furthermore, a SOPARFI is entitled to benefit from reduced withholding tax rates provided for in double tax treaties concluded by Luxembourg with several individual countries.

LEGAL FORM

The SOPARFI can adopt one of the following legal forms:

Société anonyme (S.A.) - similar to a Public Limited Company or an Aktiengesellschaft (AG) (also in a form of a single shareholder S.A.); Société à responsabilité limitée (S.à r.l.) - similar to a Private Limited Company or a Gesellschaft mit beschränkter Haftung (GmbH) (also in a form of a single shareholder S.à r.l.); Société en commandité par actions (SCA) - similar to Partnership Limited by Shares or Kommanditgesellschaft auf Aktien (KGaA); Société co-operative (S.C.) - co-operative (a co-operative can also be incorporated as a public company); Société européenne (S.E.) a société anonyme incorporated in conformity with article 2 of the European Council regulation (CE) no. 2157/2001 dated 8 October 2001 on the articles of incorporation for a European company. Contributions can be paid in cash or in kind. The shares may be issued as registered or bearer shares.

ADMINISTRATION

A public company may utilize one of the following types of management:

Single tier management (Board of Directors) Two-tier management (the Management Board; the Supervisory Board). DEFINITION

A SOPARFI is a fully taxable Luxembourg resident company, which takes advantage of the...