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CLASSIFICATION SHEET

This document relates to the following request: 10 March 2010

References: SES/MLFO/TSDK/ AEVF/Q4410003M-NANN

Samisa Sari - Fiscal number to be provided when available

Ace Investment Scandinavia BV - Fiscal number to be provided upon migration

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- - - -

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-1. Key topics: Liquidation I Migration I Holding structure I Classes of shares I PPL I Interest Free Loan I

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2. Name of the advisor : PwC

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3. Corpo!ate group's name, or fund sponsor: Ace Group 4. Name of the project: Ac<;:_

5. Amount intended to be invested:

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-BUREAUITTMPOSITION SOC. 6 - - - -B•ffR-Fe--- - - -1-' 6. Date of receipt:

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For the attention of M

r Marius Kohl

Administration des Contributions Directes Bureau d'imposition Societes VI

18, rue du Fort Wedell

L-2982 Luxembourg

l 0 March 2010

References: SES/MLFO/TSDK/ AEVF/Q44 l 0003M-NANN

Ace Group

-

Luxe

mbourg restructurin

g

Dear Mr Kohl,

PriccwatcrhouscCoopcrs

Sociclc ii rcsponsabililc limitcc

Rcviscur d'cnlrcpriscs 400, route d'Esch B.P. 1443 L-1014 Luxembourg Telephone+ 352 494848-1 Facsimile+ 352 494848-2900 www.pwc.com/lu inf'[email protected]

BUREAU D'IMPOSITION SOC. 6

ENTREE

In our capacity of tax consultant of Ace Group, we discussed in our meeting dated

January 28, 2010, the tax treatment applicable to the transactions foreseen by our client. This letter aims at confirming the conclusions reached during this meeting and will serve as a basis for the preparation of the tax return of the Luxembourg companies involved.

A. Backgroun

d and facts

A.1 Background

The ultimate beneficial owner of the Ace structure is Fredrick Alama (hereafter referred to as "FA"). FA is currently tax resident in Sweden.

2 FA is the sole shareholder of the Dutch resident company Ace Investment

Scandinavia BV (hereafter referred to as "Ace").

3 Ace is holding numerous subsidiaries mainly in Sweden, Spain, Canada, the

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4 Please find the current simplified as well as the post-restructuring chart of the

Ace structure in Appendix 1.

A.2 Facts

5 The Ace group contemplates to reorganize the group holding structure by interposing a newly incorporated Luxembourg company, i.e. Samisa S.a r.1.

(hereafter referred to as "LuxCo") and by migrating I liquidating Acc.

6 The various steps of the contemplated restructuring relevant from a Luxembourg perspective are as follows:

Step 1. Mr Alama (hereafter referred to as "FA") incorporates a Luxembourg company ("Lux Co") by way of share capital divided into 10 classes of shares: 1 ordinary shares class and 9 preferred shares classes (Classes A to I) economically linked to a specific period of time.

Step 2. FA sells the shares in Ace Scandinavia Investment BV (hereafter referred to as "Ace") to LuxCo at acquisition cost in exchange for a PPL of SEK 421,791;

Step 3. Ace transfers its central administration from The Netherlands to Luxembourg;

Step 4. Ace is liquidated into LuxCo.

B. Applicab

le

Luxembo

urg Tax

R

eg

ime

B.1 Tax residency

7 Pursuant to article 159 of the Luxembourg income tax law ("LITL"), a company is treated as tax resident in Luxembourg if either its registered office (i.e., statutory seat) or its central administration is located in Luxembourg.

8 FA will form a new Luxembourg resident company, i.e. Lux Co. Lux Co will be incorporated under the form of a S.a r.I. and will have its statutory seat located in Luxembourg.

9 LuxCo will have its place of central administration in Luxembourg since its shareholders' meetings and its board meetings will be held in Luxembourg, its main management decisions will effectively be taken in Luxembourg and its

accounting will be done and kept in Luxembourg.

I 0 Ace will transfer its effective place of management (central administration) to

Luxembourg. Its shareholders' meetings and board meetings will be held in Luxembourg, the main management decisions will be effectively taken in

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11 Therefore, LuxCo and Ace (after migration) will be considered to be Luxembourg tax residents within the meaning of article 159 LITL and within the meaning of the double tax treaties concluded by Luxembourg. Luxembourg

tax residency certificates will therefore be delivered by the Luxembourg tax authorities upon request.

B.2 Migration of Ace

12 In application of article 35 UTL, a foreign company that moves its central administration to Luxembourg is deemed to have created a new business in

Luxembourg and acquires the qualification of a resident taxpayer. Upon

migration to Luxembourg, Ace will establish a tax balance sheet as per the date of the transfer of its central administration, in which all its assets and liabilities

will be valued at their fair market value ("FMV").

13 However, in accordance with the principles enacted in the administrative circular dated March 2009, further to the migration of a foreign company in Luxembourg, the initial acquisition dates and the initial acquisition prices of the subsidiaries held by the migrated company, must be used for the determination of the threshold required for the application of the Luxembourg participation exemption regime as laid down by both Articles 166 and 147

LITL.

B.3 Liquidation of Ace

14 By virtue of Article 170 (2), and by analogy with the provision of the EC Merger Directive, the liquidation of Ace may be carried out at book value considering that the provisions of the above Article arc met (i.e. (i) Ace

transfers all its assets and liabilities to LuxCo, a fully taxable Luxembourg resident company, (ii) the consideration of the transaction is the cancellation of the participation held by LuxCo in Ace and (iii) the unrealized profits which have escaped taxation due to the effects of this provision will be open to taxation in Luxembourg in the future).

15 Consequently, Ace should not realize any capital gains on the transfer of all its assets and liabilities to LuxCo and therefore should not be taxed.

16 LuxCo will continue the book values (i.e., for accounting and tax purposes) and the holding periods of the assets and liabilities as recorded previously by Ace.

17 However, as per Article 171 (1) LTTL, although the assets and liabilities of Ace will be transferred at book value, LuxCo will be deemed to realize its

participation in Ace at market value for tax purposes.

18 Nevertheless, according to Article 171 (3) LITL, as Ace will be 100% held by LuxCo, any potential capital gains realized upon the participation in Ace will be exempt in the hand of LuxCo, even without having fulfilled the 12 months holding period is not met.

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B.4 Profit Participating Loan ("PPL")

19 LuxCo will issue a PPL to FA, initially to acquire Ace (at acquisition value). Further to the liquidation of Ace, the PPL will finance the various investments

in subsidiaries held by LuxCo.

20 PPL will be regarded as debt for corporate income tax, municipal business tax and net wealth tax purposes. Interest on the PPL will be tax deductible in

accordance with article 45 (1) LITL, unless article 45 (2) LITL or article 166 (5) LITL is applicable.

21 Any interest LuxCo shall pay under the PPL will not be subject to any

Luxembourg withholding tax.

22 Please see Appendix 3 for a summary of terms of the PPL, and a more detailed

tax analysis of the PPL.

23 The sale of the shareholding in Ace by FA to Lux Co carried out at acquisition cost against the PPL will not create any Luxembourg tax consequences (i.e. the variable interest on the PPL will still repatriate 85% of LuxCo's adjusted

profits). The whole transaction can be viewed as can-ied out at arm's length

particularly given the mechanism of the PPL.

B.5 Classes

of shares

24 LuxCo's by-laws provide for its share capital to be divided into 1 ordinary share class and 9 preferred share classes [class A to l). The redemption of one entire class of shares followed by its cancellation shall be regarded as a partial

liquidation within the meaning of article 101 LITL.

25 Article l 01 LITL provides that income resulting from a partial liquidation shall be regarded as an income derived from the realization of the participation and

not as a dividend. Accordingly, article 97 (3) d LITL provides that such income is not subject to the Luxembourg withholding tax laid down in article 146

LITL.

26 As a consequence, the redemption of a whole class of share by LuxCo, followed by a corresponding reduction of its share capital will not be subject to any withholding tax in Luxembourg.

27 Please refer to Appendix 4 for a complete analysis of the tax treatment of share classes.

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B.6 Debt to equity ratio

28 Given that the fixed and variable interest on the PPL will be discounted by 15%, Lux Co will comply with the 85: 15 debt-to-equity ratio requirement applied in Luxembourg's practice for the intragroup financing of participations. 29 Accordingly, interest payments on the PPL will remain deductible and will not be re-characterized into dividend distributions. No withholding tax should hence apply to interest payment on the PPL.

B.7 Functional Currency

30 Swedish Crown (SEK) will be the functional currency of LuxCo for accounting and tax purposes as of its date of incorporation.

31 Therefore, the tax returns will be prepared on the basis of the accounts of LuxCo in SEK and the annual positive taxable result will be converted into EUR using the year end EUR/SEK market rate.

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We respectfully request that you confirm the tax treatment of the situation described above or that you provide us with your remarks,

if

any.

We remain at your disposal should you need any further information and would like to thank you for the attention that you will give to our request.

Yours sincerely, Serge Partne Appendices: Appendix 1: Appendix 2: Appendix 3:

Abridged structure charts both prior and after the restrncturing

Tax treatment of the Profit Participating Loans ("PPL'') Luxembourg tax treatment of the classes of shares of Lux Co

This tax advice is based on the facts as presented to PricewaterhouseCoopers Sari as at the date the advice was given. The advice is dependent on specific facts and circumstances and may not be appropriate lo

another party than the one.for which it was prepared. This tax advice was prepared with only the interests of PwC Stockholm's client, Ace, in mind, and was not planned or carried out in contemplation of any use by any other party. PricewaterhouseCoopers Sari, its partners, employees and or agents, neither owe nor accept any

duty of care or any responsibility to any other party, whether in contract or in tort (including without

limitation, negligence or breach of statutory duty) however arising, and shalt not be liable in respect of any

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Append

i

x 1

A

C

urr

ent (

ab

r

idged)

structure

chart

Mr. F. Alama

100%

Ace

Investment Scandina

v

i

a

B

V

(The

Netherlands

)

Subsidiaries

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>---I

I

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B

Post-restructuring (a

brid

ge

d

)

structure

chart

Mr. F. Alama

Classes of shares 100%

Lux Co

(Luxembourg)

Subsidiaries

PPL

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Appendix 2 Tax

treatment of the Profit

participating

loans

("PPL")

A

Main

features of the PPL

The PPL issued by LuxCo to FA will have the following characteristics:

PPL Characteristics Repayment date Maturity date of 20 years Voting Rights: No

Yield nterest on the PPL will be a fixed and a variable interest which shall correspond to

A fixed interest rate of 0.85 % per annum (i.e., 1 %

discounted by 15%) of the aggregate outstanding

principal amount of the PPL;

A variable interest equal to, on an accrued basis, 85%

of the net accounting profit deriving from the

investment, as reflected in the annual accounts, before taxes, deducting the adjusted losses derived from the

investment, the fixed interest and a prorate of the

overhead costs.

Subordination :

No

PPL Amount: SEK 421,791

Partialff otal At the Repayment date Redemption:

Early redemption: LuxCo shall be entitled, at any time and at its election, to repay all or part of the aggregate outstanding

principal amount of the PPL together with all accrued and unpaid interest in relation thereto;

Limited recourse: No

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B

Tax treatment of

the Profit

participating

interest

A

Tax

Classification

as

debt

According to the commentaries to the income tax law (commentaries included in

"Projet de Loi No 571" (1955) on the former Article 114 LITL (now Article 97 LITL) on income from participation, where a profit participating instrument bears a minimum fixed return, payable even when the company is in a loss position, and provided the principal amount of the loan is repayable before the reimbursement of the company's share capital,

the profit participating instrument should continue to be treated as a debt for Luxembourg tax purposes.

In the case at hand, the fixed interest will accrue without taking into consideration whether the company is in a profit or loss position.

Consequently, the PPL granted by FA to LuxCo will be qualified as debt for both net wealth tax purposes and for corporate income tax purposes and interest thereon will be deductible under the same conditions as apply to fixed interest debts, notably the application of the article 45(2) LITL and article 166(5) LITL.

B

Characterization

of PPL

interest payments

Experts have examined the possibility that the definition of "dividends" given by the Luxembourg income tax law could include payment qualified as interest. According to their analysis, the key criteria to qualify a payment as a dividend, rather than interest are:

• the entitlement to ongoing profit (including profit reserves); and • the entitlement to the liquidation proceeds.

Under this interpretation, the payment of an amount not relating to the profit of the borrower, nor to its liquidation proceeds, may not be considered as a dividend.

In the case at hand, the PPL variable rate of interest will be dependent on the income realised by LuxCo before Luxembourg tax (and not on the profit after tax), and therefore,

any such interest payments will be treated as interest for Luxembourg tax purposes and as a consequence exempt from withholding tax (see below).

C

Withhol

din

g tax

treatment

on PPL interest payme

nts

Article 146(1)-3 of the LITL provide for the application of a withholding tax upon payment of interest arising from participating bonds or other similar securities. Interest payments are only subject to a 15% withholding tax in Luxembourg if the following conditions are satisfied:

• The loan is structured in the form of bonds or other similar securities; and

• As well as the fixed interest, supplementary interest varying according to the amount of profits otherwise distributed is paid, unless the said supplementary interest is stipulated simultaneously with a momentary decrease of the fixed interest.

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In the present case, the debts are structured as profit part1c1pating loans (not profit participating bonds) and the participating interest does not depend on distributed profit. Therefore, interest on the PPL paid by LuxCo to FA will not be subject to any withholding tax.

In addition, articles 97( 1 )-2 and 146(1 )-2 LITL provide for a withholding tax when a profit participating return is paid to a silent partner ("bailleur de fonds"). The PPL holder cannot be assimilated to silent partners within the meaning of the above-mentioned provisions. Indeed, there is no common interest/goal between the PPL holder and the borrowing company.

Based on the above, no withholding tax on investment income will be due on interest paid under any of the PPL (be it either on the ground of article 146 (1 )-3 LITL or of article 146 (1)-2 LITL).

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A

pp

e

n

dix 3

L

u

xembourg tax

treat

ment of

the

classes of shares of

L

u

x

Co

1 Description of iss

u

e

d

s

har

es

and

redemption

m

e

chan

ism

In December 2009, LuxCo issued 125 ordinary shares and 9 classes of preferred shares (i.e. class A, B, C, D, E, F, G, H and I) being a total of 134 shares with all shares having a nominal value of EUR l 00 each. Thus, the total share capital of LuxCo amounts to EUR 13,400.

2 Each share confers an identical voting right and each shareholder has voting rights commensurate to his shareholding. Each share shall rank pari passu with every other share and shall entitle its owner to equal rights to any distribution of dividends. Each class of preferred shares is however economically linked to a specific period of time and gives right to the holders thereof pro rata to their holding threshold in such class, in case of redemption of such class, to the available amount of the relevant period to which the preferred share class relates.

3 The period for class A preferred shares is the period starting on the day of incorporation and ending on the Interim Account Date for the Class A Interim Accounts (the "Class A Period") to be established as from January 20 l 0 onwards whereas the Period for Class B Preferred Shares is the period starting on the day after the Class A Period and ending on the Interim Account Date for Class B Interim Accounts (the "Class B Period"), etc.

4 It should also be noted that in the event a Preferred Class of Shares has not been repurchased and cancelled within the relevant Class Period, the holders of such class shall become entitled, in case of a redemption and cancellation of the relevant class,

to the Available Amount for a new period (the ''New Period") which shall start of the date after the last Class Period (or as the case may be the immediately preceding New Period of another class) and end on the Interim Account Date of the Interim Accounts prepared for the repurchase and cancellation of such Class of Preferred Shares, provided that if there is no Interim Account Date for such Class, the Period of such Class will end on the last day of the third month following the first year end after the start date of such New Period. The first New Period shall start on the date after the Class I Period and the Classes of Preferred Shares not repurchased and not cancelled in their Period shall come in the order of Class A to Class I (to the extent not previously repurchased and cancelled).

5

The

share capital of the company may be reduced through cancellation of shares including by the cancellation of one or more entire class(es) of preferred shares through the repurchase and cancellation of all the shares in issue in such class( es).

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6 In the event of a reduction of share capital through the repurchase and the cancellation of one or more class( es) of preferred shares, the holders of shares of the repurchased and cancelled class(es) of preferred shares shall receive from the company an amount equal to the cancellation value per share for each share of the relevant class( cs) held by them and cancelled.

2 Tax treatment of the redemption of

shares

8 The different classes of shares issued by LuxCo provide for different economic

rights.

9 Under Article 101 (1) of LJTL, profits derived by the holder of a qualifying participation from the partial liquidation of a Luxembourg joint-stock company is considered as income derived from the realization of the participation, within the meaning of Article 101 LITL.

I 0 According to Article 101 (2) LITL, in case of redemption of a participation followed by a consecutive reduction of share capital, the company is deemed partially

liquidated for a corresponding proportion.

11 In the case at hand, the redemption of a whole class of shares by Lux Co followed by a proportional reduction of the share capital of the said company would be regarded as a partial liquidation of the entity (Article I 01 (1) LITL) and thus as a realization by the investors of a part of their participation in this company. Consequently, since income derived from the realization of a shareholding is not included by Article 146

LlTL within the categories of capital income subject to Luxembourg withholding

tax, the redemption of a whole class of shares by LuxCo followed by a proportional

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LE GOUVERNEMENT

DU GRAND-DUCHE DE LUXEMBOURG

Administration des contributions directes

Bureau d'imposition

Societes 6

For the attention of Serge Saussoy

PricewaterhouseCoopers 400, route d'Esch

B.P. 1443

L - 1014 Luxembourg

Companies involved :

Samisa Sari - Fiscal number in process

Ace Investment Scandinavia BV - Fiscal number in process

Dear Sir,

2 4 HARS 2010

Further to your letter dated March 10, 2010 and referenced

SES/MLFO/TSDK/AEVF/Q4410003M-NANN relating to the transactions that Ace Group would

like to conduct, I find the contents of said letter to be in compliance with current tax legislation

and administrative practice.

It is understood that my above confirmation may only be used within the framework of the

transactions contemplated by the above-mentioned letter and that the principles described in

your letter shall not apply ipso facto to other situations.

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