Facts. For the attention of Mr Marius Kohl

Transcription

1 For the attention of Mr Marius Kohl Adm.injstration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg PrkcwatcrhouscCoopcrs Societc a rcsponsabilitc limitcc Rcviscur d'cntrcpriscs 400, route d'esch B.P L-1014 Luxembourg Telephone Facsimile info@lu.pwc.com 15 July 2009 References: LI E/SH KN/RAT A/Q39090 l 8M-SEBD Tiger Global Private Jnvestment Partners III, L.P. Tiger Holding S.a r.i Tiger Holding Three S.a r.l. - (incorporation in progress) Dear Mr Kohl, For and on behalf of our client, Tiger Capital and further to our letters dated respectively 12 July 2006 (our ref: LIE/BDSR/RSLE/ANBE/Q M-SEBD) and 15 January 2008 (our ref: LIE/SEBD/SHKN/Q3907 J J 8M-SEBD), we are pleased to provide you with further information on the developing structure. A Facts A.1 Background and contemplated investment structure Tiger Global Private Investment Partners III, L.P. ("Tiger PIP III"), a Cayman Islands exempted limited partnership, is a venture capital/private equity fund, which invests in a diversified portfolio of private companies across various geographies, asset classes and sectors. 2 Tiger PIP Ill currently invests in various qualifying and non-qualifying equities through its Luxembourg investment platform - a wholly owned Luxembourg company- Tiger Holding S.a r.1. ("Tiger Parent"). 3 Tiger PIP Ill contemplates restructuring its current investment, currently held through a two-tier US LLC platform, in a Mexican online job search engine company - Online Career Center Mexico, S.A. de C.V. ("OCC Mundial"). R.C.S. Lu~cmbourg B TV A LUI

2 A.2 Structuring steps 4 For the purpose of the restructuring, the lower-tier US LLC, Tiger OCCM Holdings I LLC, Delaware, through which the OCC Mundial investment has been effected will be migrated to Switzerland as a Swiss GmbH, ("Swiss GmbH") and registered with the Commercial Register in the canton of its domicile. 5 Tiger Parent will incorporate a new Luxembourg Societe a responsabilite limitee - Tiger Holding Three S.a r.1. ("OCC SPV"). 6 Tiger PIP III will, through its top-tier US LLC, Tiger OCCM Holdings II LLC, contribute its holdings in Swiss GmbH to Tiger Parent in exchange for a newly issued class of shares and new series of convertible preferred equity certificates ("CPECs"). 7 Tiger Parent will contribute its holdings in Swiss GmbH to OCC SPY in exchange for new issuance of shares and CPECs in OCC SPY. 8 Tiger OCCM Holdings II LLC will be liquidated and its holdings in Tiger Parent will be distributed to Tiger PIP HI. 9 The value of the contributed shares in Swiss GmbH would amount to USD 31.2 million. (2)

3 Final contemplated structure Ca man CPECs99% CPECs70% 100% equity 78 o/c equity Online Career Center Mexico, S.A. de C.V. Mexico (3)

4 A.3 Financing structure 10 Both Tiger Parent and OCC SPY will be financed through a mix of equity and CPECs. 11 At the level of Tiger Parent, 1 % of the financing of the investment will be provided in the form of ordinary share capital and/or share premium and the remaining 99% - in the form of tracking income-sharing CPECs series. 12 As Tiger PIP III invests into qualifying and non-qualifying equities through Tiger Parent, the Terms and Conditions of the CPECs of Tiger Parent have two tranches as follows (as detailed in our letter dated 15 January 2008): Tranche A shall finance the investments made by the Company in non-performing loans, other debt instruments and equity inveshnents not meeting the conditions set forth by Article 166 of the Luxembourg income tax law of 4 December 1967, as amended, and the Grand Ducal decree of21december2001; Tranche B shall finance the investments made by the Company in equity investments in accordance with all of the conditions set forth by article 166 of the Luxembourg income tax law of 4 December 1967, as amended, and the Grand Ducal decree of 21 December OCC SPY will be financed through 30% of ordinary share capital and/or share premium and 70% - in the form of tracking income-sharing CPECs series. 14 The repatriation capacities of the CPECs financing OCC SPY will be capped at 70%. 15 As a result, at the level of Tiger Parent, where income is derived from OCC SPY, 70% of said income will be derived under Tranche A and 30% thereof under Tranche B. 16 Tiger Parent will be performing a financing activity and a holding activity whilst OCC SPY will hold private equity shares of holding company. 17 Both Tiger Parent and OCC SPY CPECs will have a par value which is denominated in United States Dollars. 18 The features of the CPECs to be issued by OCC SPV and Tiger Parent can be summarized as follows: (4)

5 Characteristics Term F ixed Yield Variable Yield at the level of Tiger Parent 49 years, cxtendable for 10 years 1% Yes Comments Accrues also in absence of income Tranche A variable yield equals: 99% of income and gains from underlying investments less (-) 99% of direct and indirect costs relating to the underlying investments, (-) fixed yield (-) 99% of losses of the company, Variable Yield at the level of OCC SPY Yes (-) minimum margin (e.g. 1/8 % of the annual average outstanding principal amount of all Tranche A and Tranche B CPECs) - only in the case of CPECs issued by Tiger Parent. Tranche B variable yield: Computation same as Tranche A, except that there will be no deduction for a margin. Yes. 70% of income and gains from underlying investments less (-) 70% of direct and indirect costs relating to the underlying investments, (-)fixed yield (-) 70% oflosses of the company, = Variable interest Payment of Fixed Yield Payment of variable Yield Redemption /Repayment Redemption Price Limited recourse At the earlier of (i) partial or full realization of underlying investment or (ii) at Redemption date Par Value + Accrued and unpaid Yield No Income includes unrealized and realized Forex gains and losses arising tn connection with underlying investments or the T &Cs of the CPECs. At redemption or at discretion of comoanv At redemption or at discretion of company Repayment may be effected in cash, in kind or otherwise As the company has the option to convert the liability into shares, its risk is limited (5)

6 Convertible Transferability Votin Ri hts Yes Restricted No No No Currenc of under! in investments 10 years from the date of issuance with the consent of the com an onl B Applicable tax regime B.1 Tax residency 19 Tiger Parent and OCC SPV are resident fully taxable Luxembourg companies within the meaning of article 159 Luxembourg Income Tax Law ("LITL") and will also be considered resident within the meaning of double tax treaties concluded by Luxembourg. 20 All the shareholders' meetings will take place in Luxembourg, accounting and archives will be kept in Luxembourg. Furthermore, Tiger Parent and OCC SPV will have at least half of their directors being Luxembourg residents. 21 Tiger Parent and OCC SPV have local office space and one or more local employees hired directly by the local entity, with the requisite qualification to fulfill their duties. The local entities will each have a local bank account, company secretary. 22 Based on the above, the Luxembourg authorities will issue a certificate of residency upon request. B.2 Tax treatment of interest d ue under CPECs 23 Any payments due under CPECs, within the framework of the present contemplated structure, will qualify as interest for Luxembourg tax purposes and will not be considered as dividends. Please see attached in Appendix 3 our detailed tax analysis as regards to the tax treatment of CPECs. 24 In view of the considerations set out above and in the attachments, the CPECs issued by Tiger Parent and OCC SPV will qualify as debt for both net wealth tax purposes and income tax purposes. 25 In addition, 100% of any interest paid in accordance with the CPECs will be tax deductible in accordance with article 45 ( 1) LITL, unless article 45 (2) LITL is applicable. B.3 Withholding tax 26 Article 146 (1 )-3 LITL provides for the application of a withholding tax upon payment of interest arising from participating bonds or other similar securities. On (6)

7 the contrary, interest payments paid on income or profit sharing loans are not subject to withholding tax. 27 In the present case, the debt will be structured as an income-sharing loan and not as a profit participating bond. Hence, no withholding tax in the meaning of article 146 (1)-3 LITL will apply. 28 Furthermore, article 97, (2) and 146, (2) LITL provide for a withholding tax when there is a silent partnership paying out profit participating return. In this case, there is no intention to create such a partnership. Therefore, no withholding tax in the meaning of article 97, (2) and 146, (2) LITL will apply. 29 In particular, the redemption of the CPECs issued by Tiger Parent and OCC SPY will not trigger any withholding tax in Luxembourg B.4 Taxable margin of Tiger Parent 30 Tiger Parent will earn income under the CPECs received from OCC SPY. At the same time, Tiger Parent will have offsetting interest expenses accruing on the CPECs. 31 Taking into account the overall amount engaged in financing activities at the level of Tiger Parent, with respect to the remuneration on its investment activities, Tiger Parent is considered to realize an appropriate and acceptable profit with respect to Articles 56 and 164(3) LITL, if it earns a net annual margin of l /8% measured on the total annual average outstanding principal amount of the CPECs. This taxable margin will, in a given year, in no event exceed the net income generated on the underlying investments. However, if in a given year, Tiger Parent realizes net earnings under that are lower than the net annual margin detennined as set out in the previous paragraph, the short fall of annual margin will be rolled over to a subsequent accounting year during which Tiger Parent earns sufficient income or gains to leave a margin for the current year and any years in which there was a shortfall of margin. In the event the invested amounts will increase, the applicable margin may be adjusted accordingly. 32 Any distributions from Tiger Parent to Tiger PIP III in excess of interest payments under the CPECs should be treated as dividends which are subject to withholding tax at 15%. B.5 Debt-to-equity ratio 33 Jn view of the investment activities described above and the fact that Tiger Parent is not expected to suffer any material foreign exchange fluctuations or any bad debt risks, Tiger Parent will not be considered thinly capitalized. 34

8 85/15 debt-to-equity ratio usually required by the Luxembourg tax authorities for the financing of shares through intra-group debts. B.6 Capital gains realized by OCC SPV at the disposal of Swiss GmbH 35 Provided that the requirements as set out by Grand Ducal decree of 21 December 200 I, in application of Article 166 LITL are met, the capital gains arising from a qualifying participation may be exempt from corporate income tax and municipal business tax. 36 In the present case, OCC SPY will hold 100% of the share capital of Swiss GmbH. In its turn Swiss GmbH will hold 78% in OCC Mundial. 37 As a result of above-mentioned steps, the pro forma balance sheet of Swiss GmbH may be illustrated as follows (please note that the figures arc for illustration purposes only): Tiger OCCM Holdjn2s I LLC GmbH Shares OCC Mundial USD Cao ital USD USD 31,200,000 USD 31,200, In consequence, Swiss GmbH's main asset will be the participation in OCC Mundial, and thus its main source of income is currently dividends and capital gains derived from said participation. 39 Furthermore, Swiss GmbH will be considered as a Swiss tax resident company, and a certificate ofresidency can be issued by the Swiss tax authorities. 40 It is intended that the Swiss GmbH benefit from a holding status in Switzerland and will be exempt from income tax at cantonal I communal level, leading to an effective income tax rate of 7.83% (federal income tax rate). The Swiss holding company is subject to an annual capital tax at cantonal I communal level. The current capital tax rate in the Canton of Zug amounts to %. The basis of calculation of the capital tax is, as a rule, the net equity of the Swiss company. 41 Dividends and capital gains derived from OCC Mundial participation may benefit from an exemption from federal income tax in Switzerland, under certain conditions. (8)

9 42 In consequence of the above and the arguments outlined in Appendix l, Swiss GmbH should be considered as having the same tax benefits as if it would have been a Luxembourg fully taxable company. Therefore, Swiss GrnbH should be deemed to be fully liable to a tax corresponding to the Luxembourg corporation tax in the meaning of Article 166 LITL, combined with the Grand Ducal decree dated 21December2001 and paragraph 60 of the Luxembourg Evaluation Law. 43 Consequently, capital gains derived by OCC SPY from the alienation of its participation in Swiss GmbH should be exempt from corporate income tax and municipal business tax in the hands of OCC SPY. (9)

10 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. We remain at your disposal should you wish any further information in this respect. Yours sincerely, Appendices: Senior Manager Appendix 1: Advance Tax Agreements dated 12 July 2006 and 15 January 2008 and referenced respectively LIE/BDSR/RSLE/ANBE/Q M-SEBD and LIE/SEBD/SHKN/Q39071 l 8M-SEBD Appendix 2: Tax analysis of OCC Mundial participation m accordance with Article 166 LITL Appendix 3: Appendix 4: Appendix 5: Tax treatment of the CPECs Swiss tax treatment confinnation Legal documentation al Le prepose d11 bureau d 'i :positiott des Societes 6 Marius i[(ohl - 2 SEP iis information feller is based on the facrs as presented to Price1\a1erhouseCoopers S.a r.i. as at the date the advice was given. T1ie information /el/er is dependent on specific facts and circumstances '\d may not be appropriate to another party than the one for which ii was prepared. 171is information feller was prepared with only the l(lleresls of Tiger Holding S.a r.i. in mind. and was not planned or carried out in conlemplalion of any use by any other party. PricewdterlwuseCoopers S.O. r.i., its partners, employees and or agents. neilher owe nor accept any duty of care or any responsibility lo any other party, whether in contract or in tort (including without limitation, negligence or breach of statutory duty) however arising, and shall not be liable in respect of any loss, damage or expense of whatever nature which is caused lo any other party. (10)

11 Appendix 1 Advance Tax Agreements dated 12 July 2006 and 15 January 2008 and referenced respectively LIE/BDSR/RSLE/ ANBE/Q M-SEBD and LIE/SEBD/SHKN/Q M-SEBD (11)

12 (12)

13 For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg PrkewaterhousrCoopers Societt a responsabilite llmlt ~e Revlseur d'entreprises 400, route d'esch B.P L-1014 Luxembourg Telephone Facsimile July 12, 2006 Reference: LIE/BDSR/RSLE/ ANBE/Q M-SEBD Tiger Holding S.a r.i. - (tax number awaited) Dear Mr. Kohl, At the request and on behalf of our client, Tiger Holding S.a r.l. ("Tiger Sari"), we are pleased to submit for your review and approval the Luxembourg tax treatment of the investment and financing structure described below. 1 Background and contemplated investment structure Tiger Global Private Investment Partners III, L.P. ("Tiger PIP III"), a Cayman Islands Limited Partnership, is a venture capital/private equity fund, which invests in a diversified portfolio of private companies across various geographies, asset classes and sectors. Tiger PIP Ill is contemplating equity investments in Poland and Bulgaria and in various other European countries. A Luxembourg investment platform will be used to facilitate these various equity investments. On 26 June 2006, Tiger PIP III set up a new Luxembourg company, Tiger Sari, which will make the equity investments. The first equity investment consists in acquiring 16.44% of Communication Partners sp. z o.o., a Polish company. Other individual investors may also participate in this investment. At a later stage, Tiger PIP III will acquire approximately 17.05% of the shares of a Bulgarian company, Net Info.BG AD. This investment should amount to BGN 3,750,000 (approximately USD 2.5M). It is then contemplated that Tiger PIP lli may purchase an additional 9% to 13% in Nel Info.BG AD. This would increase the total share in Net Info.BG AD to 30%. Further equity investments shall be made at some point in time in the future. R.C.S. lu embourg B 6S 477 lv A LUI

14 2 Financing structure Tiger Sari has a share capital equal to 1 % of the value of the underlying investments. In addition, Tiger Sari will issue series of CPECs for a total amount equivalent to 99% of the value of the underlying investment. The various CPECs series will be Jinked to the underlying investments. The CPECs will be denominated in United States Dollars and would have the following features: A fixed interest rate equal to 1 % p.a. of the par value of the outstanding CPECs; A variable interest rate p.a. that will be computed as follows: The amount resulting from the sum of all income and gains (including foreign exchange gains) resulting from the underlying investments for the relevant accrual period and CPECs Series to the extent they have been reflected in the accounts of Tiger Sari prepared under Lux GAAP (-) direct and indirect costs for the relevant accrual period and CPECs Series (including for the avoidance of doubt the fixed yield) (-) losses (including foreign exchange losses) derived from the investments accounted for by the Company in the relevant accrual period and with respect to the relevant CPECs Series; accrued fixed and variable interest will be payable only to the extent that there are sufficient accounting profits to make such payment and that Tiger Sari will not be insolvent after making such payment; the fixed interest will not be payable before the redemption date; the variable interest may be paid at the discretion of the Managers of Tiger Sari; term of 49 years renewable for another I 0 years; redeemable upon completion of an underlying investment; ranking: senior to all shares, however, junior to all other debt; no voting rights; transferable with consent of Tiger Sari. Lastly, Tiger Sari will enter into an hedging agreement will thus not bear any foreign exchange risk on the CPECS issued in USO. (2)

15 3 Tax analysis 3.1 Tax residency Tiger Sari will be considered a fully taxable Luxembourg company and resident within the meaning of article 159 of the Luxembourg Income Tax Law ("LITL"). Shareholders' meetings will take place in Luxembourg. Accounting and archives are kept in Luxembourg. Tiger Sarl will at least have a majority of resident Directors. The accounts will be prepared and maintained in Luxembourg. In addition, Tiger Sari will have its own office space with all necessary office equipment. The Luxembourg authorities will issue a certificate of residency upon request. 3.2 Tax Treatment of the CPECs Debt versus equity As outlined above, the CPECs have the following characteristics that are regarded as relevant for determining their tax treatment in Luxembourg: The CPECs have a maturity of 49 years (subject to a possible extension of 10 years); The CPECs bear a l % fixed interest accruing also if Tiger Sarl is in a loss position; The CPECs rank superior to equity. Under Luxembourg tax Jaw, Articles 97 and 164 of the LITL set out the key criteria to characterize a payment as dividend rather than interest. According to these rules, following elements shall be considered: (i) (ii) entitlement to the ongoing profit and entitlement to the liquidation proceeds. According to these rules interest payments, which do not participate directly in the net profit after taxes of the borrower or the liquidation proceeds need not be considered a dividend. In the case at hand, the return of the CPECs will have two components: a fixed interest and a variable interest. The latter varies according to the income realized on the underlying investments financed with the CPECs. Hence, the CPECs will not be considered participating in the net profits after taxes. In fact, as the CPECs rank superior to shares, in the event of liquidation, any outstanding amow1t due and payable to the CPEC holders will be paid before any liquidation gain or loss will be computed. (3)

16 Further, according to the commentaries to the Luxembourg income tax law (commentaries included in "Projet de Loi n 571 of 1955) on former article 114 of the LITL (currently article 97 of the LITL) on income from participation, in case a participating instrument bears a minimum fixed interest rate, even in a situation where the company is in a Joss 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 be treated as a debt for Luxembourg tax purposes. In the case at hand, the fixed interest will accrue without talcing into consideration if the company is in a profit or loss position. Finally, it should be noted that Art. 164 of the LITL provides for a non-deductibility of payments on participating securities. In the case at hand, the debt instrument will not be structured as security. In view of the considerations set out above, the CPECs issued by Tiger Sari will be qualified as debt for both net wealth tax purposes and income tax purposes. As a consequence, all interest paid by Tiger Sari will be considered deductible interest. Withholding tax Article 146 (1)-3 of the LITL provides for the application of a withholding tax upon payment of interest arising from participating bonds or other similar securities. On the contrary, interest payments paid on income or profit sharing loans are not subject to withholding tax. In the present case, the debt will be structured as an income-sharing loan and not as a profit participating bond. Hence, no withholding tax in the meaning of article 146 {1)-3 of the LITL will apply. 3.3 Debt-to-equity ratio and withholding tax Debt to equity ratio According to Luxembourg practice, a debt-to-equity ratio of 85: 15 needs to be respected for the financing of shareholdings. Any excess of interest paid by Tiger Sari should be qualified as dividends and subject to a 20% withholding tax for the purposes of article 146 of the LITL. However, the CPECs will remain considered as debt for net wealth tax and corporate tax purposes (i.e., 100% of the interest accrued on the CPECs will be deductible for corporate tax purposes). (4)

17 Payment of the withholding tax The above withholding tax will be due when interest is actually paid, not on an accrual basis. No withholding tax will be due upon liquidation proceeds including accrued variable interest. We kindly request your comments on the tax treatment of the above structure or to provide us with your remarks. We remain at your disposal for further information and thank you for the attention that you will give to our request. Yours sincerely, Laurent de La Mettrie Partner Manager L Le prepo e du bureau d'imposi ion Societes 6 Ma ius Kohl Luxembourg, JL.'/ I jl Enclosure l: Structure chart 111is tax agreement was prepared for Tiger Holding S.a r.i., and ii based on the facts as presented to PriccwaterhouseCoopers Sari as at the date of this letter. This tax agreement should not be distributed or otheiwise made available, or be relied upon by any other party for :my oth~'i' puij>osc, without the express written autl1orisation of PricewatcmouseCoopers Sari, save only that notwithstanding anything to the contrary Tiger Global Private Investment Partners Ill, LP. and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the US Federal income tax treatment and US Federal income tax structure of the transaction(s) related to any US Federal income tax advice. This tax aereement was prepa~xl with only Tiger Holding S.a r.l.'s intc=ts in mind. and was not plamcd or carried out in contemplation of any use by any other party. PricewatcrhouscCoopers Sflrl, its pann~. employees and or agents. neither owe nor accept any duty of care or any responsibility to any other pany, whether in contract or in ton (including without limillltion, negligence or breach of statutory duty) however arising, and shall not he liable in respect of any loss, damage or expense of whatever nature which is caused lo any other pany (5)

18

19 For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg PrkewalubouseCoopers SociEtE a responsabilite limit& Rh'lseur d'entreprises 400, route d'esgh B.P L-1014 Luxembourg Telephone Facsimile info@ju.pwc.com 15 January 2008 BUREAU D'IMPOSITION SOC. 6 E'NTR~E 1 6 JAN References: LIE/SEBD/SHKN/Q M-SEBD Tiger Holding S.a r Information Letter Dear Mr Kohl, For and on behalf of our client, and further to our letter dated 12 July 2006 (Ref: LIE/BDSR/RSLE/ ANBE/Q M-SEBD), we are pleased to provide you with further information on the financing of the structure. 1 Structure Tiger Global Private Investment Partners III, L.P. ("Tiger PIP III") invests in equity in various European countries through a Luxembourg investment platform, namely Tiger Holding S.a r.l.. Presently, investments have been made in Poland, Bulgaria and Turkey. 2 Financing As indicated in our letter referred to above, Tiger Holding S.a r.1. funds its investment by issuing I% share capital and 99% convertible preferred equity certificates ("CPECs"). Each CPECs series issued is linked to the underlying investments. R.C.S. Luxembourg 0 6S 4n TVA LUl7S64447

20 The Luxembourg investment platform was initially intended to make equity investments qualifying for participation exemption only. ft is now envisaged that the platform may also make equity investments which do not qualify for the participation exemption or investments other than equity investments (e.g. debt investments). This is reflected accordingly in the executed Terms and Conditions of the Convertible Preferred Equity Certificates ("CPECs") for Tiger PIP Ill. The executed Terms & Conditions provide that the CPECs will have two tranches as follows: Tranche A shall finance the investments made by the Company in non-performing loans, other debt instruments and equity investments not meeting the conditions set forth by Article 166 of the Luxembourg income tax Jaw of 4 December 1967, as amended, and the Grand Ducal decree of21december2001; Tranche B shall finance the investments made by the Company in equity investments in accordance with all of the conditions set forth by article 166 of the Luxembourg income tax Jaw of 4 December 1967, as amended, and the Grand Ducal decree of 21 December In addition to the fixed interest rate of I% p.a. calculated on the total outstanding balance of the CPECs, the variable interest p.a. will be computed as follows: Tranche A Variable Yield is equal to: 99% of the amount resulting from the sum of all income and gains (including foreign exchange gains) resulting from the investments financed by Tranche A for the relevant Accrual Period and CPECs Series, to the extent they have been reflected in the accounts prepared under Luxembourg GAAP, less: 99% of the direct and indirect costs of Tranche A for the relevant Accrual Period and CPECs Series (including the Tranche A Fixed Yield); 99% of losses derived from the investments financed by Tranche A accounted for by the Company in the relevant Accrual Period and with respect to the relevant CPECs Series, except if and insofar as such losses are taken into account for purposes of the Tranche B Variable Yield; the minimum required taxable margin expressed as a percentage of the total outstanding amount of Tranche A and Tranche B. (2)

21 Tranche B Variable Yield is equal to: Same as Tranche A, except that there will be no deduction for a margin (item third point above). 3 Further contemplated amendment Several funds ("ultimate investors") invest into Tiger Holding S.a r.i. Each ultimate investor may invest/finance different underlying investments that are made by Tiger Holding S.a r.i. or may invest/finance the underlying investments in different proportions. In order to avoid the situation where, if one investment results in a loss, all ultimate investors would have to participate in that same loss, the share capital of Tiger Holding S.a r.1. would be divided into classes of shares. The intention of having classes of shares is to track the profit and loss realized by the respective investor who participated in the underlying investment (made by Tiger Holding S.a r.l.) from the redemption of the CPECs issued to Tiger PIP III and to the other investors. Therefore, there would be a class of shares issued to those investors which arc participating in that underlying investment. For each investment, the corresponding series of CPECs will be convertible into shares of one specific class. It is normally not intended to use the classes of shares related to a corresponding series of CPECs as an additional profit repatriation mechanism. Instead, the intention of having Tiger Holding S.a r.l.'s share capital to be divided into classes of shares is to track the economics of each investment for each investor that participated in the deal, as mentioned above. The above reorganisation of the share capital will not impact the tax treatment of the interest due under the CPECs as described in the letter dated 12 July In particular, the redemption of the CPECs of Tiger Holding S.a r.i. will not trigger any withholding tax in Luxembourg. 4 Tax treatment Besides the inclusion of two tranches and the division into classes of shares in the tenns and conditions of the CPECs, the CPECs have the same features as described in our correspondence reterred to above. Accordingly, the tax treatment of the CPECs as debt as agreed based on the correspondence remains applicable. In particular: 4.1 In the initial stage of the set up of the structure, where only Tranche B investments were contemplated to be made (3)