Luxembourg. GSK. The Difference.

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1 Luxembourg. GSK. The Difference.

2 GSK Luxembourg. Who we are. GSK is a leading, independent commercial law firm with international reach and offices in Berlin, Frankfurt am Main, Hamburg, Heidelberg, Munich, Brussels and Luxembourg. Today, our clients can call upon more than 150 lawyers with outstanding reputation handling both national and international work for our clients. The lawyers of GSK Luxembourg are registered with the Luxembourg bar and other European or US bars. We have brought together dynamic, multi-cultural teams of lawyers with a strong capability to analyse complex legal scenarios from different perspectives to find the best solutions to serve the interests of our clients. GSK Luxembourg is the trusted advisor of leading fi nancial institutions, asset managers, private equity houses, insurance companies, corporates and FinTech companies, having both a local and global reach. Many of our lawyers are members of international organisations and regularly publish in their fi eld of expertise. These experts are often invited to speak at legal and industry conferences. Our lawyers are active members of working groups organised by bodies of the fi nancial industry in Luxembourg. At GSK, we consider legal research and contribution to the collective know-how of our lawyers key to strengthening our innovation and capability to think outside the box. We advise international and domestic clients across a wide range of areas in relation to > Corporate / M&A, Private Equity > Regulatory > Investment Funds > Real Estate > Capital Markets > Insurance > Banking and Finance > Tax GSK Luxembourg thrives to provide the highest quality legal advice and responsiveness combined with a pragmatic approach to meet the challenges and expectations of our clients. Solution driven in our approach we tailor our services to the exact business needs of our clients. Teamwork is one of our core values, as is respect, solidarity and integrity. This combination ensures that we work effi ciently for the benefi t of our clients

3 GSK Luxembourg. What we do. Corporate / M&A, Private Equity Our corporate team provides expert advice to private equity and real estate clients, multinational companies, managers / board members and investment funds in connection with mergers and acquisitions, joint ventures, the structuring of international transactions, corporate reorganisations, restructuring and insolvency, corporate housekeeping, management participation schemes, corporate governance, domestic and cross border mergers, transferal of registered offi ce and shareholders agreements. Investment Funds Our experienced investment funds team advises investment managers, investment advisors, private equity fi rms, pension funds, alternative investment fund managers, sovereign wealth funds, co-investors and insurance companies in connection with setting up alternative investment funds (SIF, SICAR), retail funds (UCITS, ELTIF), non-regulated structures (SCA, SCS, SCSp, RAIF), pension funds and private equity funds and co-investment structures. We have years of experience in setting up hedge funds, real estate funds, infrastructure funds, debt funds, sharia compliant funds and other fund types. Capital Markets Our capital markets team brings a wealth of experience to advising issuers, underwriters, institutional investors, fi nancial institutions, agents and trustees with respect to the issuing and structuring of debt, hybrid and equity securities, high yield bonds, convertible bonds, securitisations, repackagings, derivatives, structured fi nance, debt issuance programs, public offerings and private placements of securities, stand-alone and base prospectuses, prospectus approvals with the CSSF/LuxSE, listing and post-trading obligations, market abuse, EMIR and public takeovers/ipos. Banking and Finance Our Banking and Finance team provides transactional and regulatory advice to credit institutions, investment and asset managers, institutional investors, borrowers, security agents, trustees and European institutions with regard to syndicated and bilateral credit and fi nancing agreements, real estate fi nance and investments, fi nancial and commercial guarantees, pledge agreements, netting agreements and the enforcement of security interests. Regulatory Our regulatory team advises credit institutions, professionals of the fi nancial sector, trustees, fund promoters, FinTech enterprises, family offi ces with regard to CSSF licensing, prospectus and fund approvals, clearing regulatory aspects, corporate governance, FinTech licensing, Bank and PSF licensing, restructuring of credit institutions and PFS, liquidations, EMIR, MiFID and banking secrecy. Real Estate Our real estate team provides excellent assistance in relation to real estate sales and acquisitions, real estate due diligence procedures, the setting-up and maintenance of real estate vehicles and the creation of real estate related securities (mortgage) while always considering the related tax perspective. Insurance Our insurance team regularly advises major insurance and re-insurance companies with regard to regulatory matters in relation to structuring and updating their products and representing them before the Luxembourg regulator whilst ensuring compliance with Solvency II and corporate governance rules. Tax Our experienced tax team advises regularly multinational corporate groups, institutional and private equity investors and high net worth individuals regarding direct and indirect tax queries, tax policy and regulation, transfer pricing, wealth planning, tax litigation, executive compensation and investor taxation

4 GSK. The Difference. GSK. Who we work with. It is the close cooperation between our lawyers, in addition to their expert legal knowledge and commercial know-how that extends to an ever-increasing number of sectors, which makes all the difference for our clients. It is therefore not surprising that we are one of the leading commercial law fi rms in our practice areas. We are neither too large nor too small. It is for this reason that we are particularly effi cient, competent and able to deliver in a timely manner. The expertise of our lawyers ensures that GSK regularly advises and assists in cross-border transactions. Working with highly qualifi ed but small approachable teams makes GSK an attractive partner for national and international businesses, banks and fi nancial institutions, corporations and public bodies, as well as governments, ministries, supervisors and central banks. Whatever your business need is, you can count on us and always expect exceptional advice and service. GSK combines the advantages of a large independent commercial law firm: > pragmatic advisory approach > fl exible capacities to match the demands > partners with active involvement of a project in the advisory work > an excellent team spirit and strong work > high levels of effi ciency > attractive fee structures > strong project managment skills > and close proximity to clients > fl at organisation Wherever your business venture will take you we will be there with you to support and meet your needs. In cross-border transactions GSK operates within the Broadlaw Group, an exclusive network of independent law firms: Lefèvre Pelletier & associés in France, Nunziante Magrone in Italy and Roca Junyent in Spain. The Broadlaw Group includes more than 600 lawyers, based in 26 cities, covering the most important financial and economic centres of Europe, Asia, the Middle East and Africa. For further information, please visit: with the advantages of an international partner law firm network: > international network of local specialists > ability to provide a bespoke service with a single point of contact to the client. As member of a global network of renowned law fi rms, we can serve you wherever your business ventures may take you

5 GSK. Where we are. Issue 10/2016 EUROPE, ASIA, MIDDLE EAST AND AFRICA ALGIERS BARCELONA BERLIN BOLOGNA BRUSSELS CASABLANCA DOUALA DUBAI FRANKFURT GIRONA HAMBURG HEIDELBERG HONG KONG ISTANBUL LLEIDA LUXEMBOURG MADRID MILAN MUNICH PALMA DE MALLORCA PARIS ROME SHANGHAI TIRANA TOKYO YAOUNDÉ LUXEMBOURG GSK Luxembourg SA 44, Avenue John F. Kennedy L-1855 Luxembourg Tel Fax BRUSSELS GSK Stockmann + Kollegen 209a, Avenue Louise B-1050 Brüssel Tel Fax bruessel@gsk.de For a list of partners please visit BERLIN Mohrenstraße Berlin Tel Fax berlin@gsk.de FRANKFURT/M. Taunusanlage Frankfurt am Main Tel Fax frankfurt@gsk.de HAMBURG Neuer Wall Hamburg Tel Fax hamburg@gsk.de HEIDELBERG Mittermaierstraße Heidelberg Tel Fax heidelberg@gsk.de MUNICH Karl-Scharnagl-Ring München Tel Fax muenchen@gsk.de

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