Law Relating To The Squeeze Out And Sell Out Of Securities Admitted Or Having Been Admitted To Trading On A Regulated Market Or Having Been The Object Of A Public Offer

1. Summary

   On July 3rd 2012 the Luxembourg parliament approved draft law no. 5978 relating to the squeeze out and sell out of securities admitted to trading on a regulated market (the "Law"). The Law provides the possibility for majority shareholders to exercise squeeze out rights and minority shareholders to exercise sell-out rights outside the context of a takeover bid.

   "Squeeze Out" means a situation where a majority shareholder can compulsorily acquire the securities of all the remaining holders of the relevant securities of the company.

   "Sell Out" means a situation where a security holder may require the majority shareholder to acquire his securities.

2. Scope

   2.1. The Law applies to companies whose registered office is in Luxembourg and where some or all of its voting securities:

   2.1.1. are admitted to trading on a regulated market in one or more States of the European Economic Area;

   2.1.2. were admitted to trading on a regulated market in one or more States of the European Economic Area but no longer are, provided they were removed from trading less than five years ago;

   2.1.3. were the object of a public offer which started less than five years ago.

   2.2. The Law does not apply to open-ended funds.

   2.3. The Law does not apply to public offers carried out in accordance with Directive 2004/25/CE (the Takeover Directive) until expiration of the rights arising subsequent to such public offer i.e. until expiration of the squeeze out and sell out rights arising thereunder, if any, and during a period of six months thereafter.

3. Important Definitions

   3.1. A "Majority Shareholder" is defined as any physical or legal person who holds, alone or in concert with others, directly or indirectly, at least 95% of the capital carrying voting rights and 95% of the voting rights of a company that falls within the scope of the Law.

   3.2. "Securities" are defined as transferable securities of a company to which voting rights are attached including certificates representing shares to which the possibility to give voting instructions are attached.

4. Competent authority and fees

   4.1. The Law has appointed the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF") as the competent authority to supervise the applicability of the provisions provided therein and has vested it with the broadest powers in this respect.

   4.2. In compliance with the authority and the powers mentioned above, (see 4.1), the Law provides for sanctions in case of violation of the Law, which are of two categories depending on the nature of the violation: administrative fines and criminal penalties.

   4.3. The Law provides for a possible means of recourse before the administrative courts against some decisions taken by the CSSF.

   4.4. A squeeze out and a sell out may entail the payment of fees to the CSSF.

5. Notification and Information Requirements

   5.1. A Majority Shareholder is subject to notification requirements towards the Company and the CSSF in three circumstances:

   5.1.1. where he becomes a Majority Shareholder,

   5.1.2. where he is a Majority...