Scanning No.1

LUXEMBOURG Bearer Shares/ Bill 6625 Background Bill 6625 was introduced on 4 October 2013 fol- lowing Financial Action Task Forces's (FATF) rec- ommendations; it seeks to amend the law of 10 August 1915 by setting rules applying to the im- mobilisation of bearer shares. In particular, it will put an end to the free transfer of bearer shares by delivery of certificate and will require (i) the im- mobilisation of the bearer shares by a professional depositary and (ii) the identification of the bearer shareholders. Bill 6625 covers both shares to be issued after the entry into force of the law and existing bearer shares. Only bearer shares exchanged on a regu- lated market are out of scope. Among other, bearer shares issued or to be issued by investment funds (SICAV or FCP) are in the scope of Bill 6625. Bill 6625 has been amended on 1 st April 2014. What’s in there? On 22 April 2014, the Luxembourg Chamber of Commerce issued a set of comments on Bill 6625. In general, the Chamber of Commerce welcomed the provisions of the draft law but expressed the following concerns: « The six-month deadline to appoint a depositary may not be sufficient, considering that the safe- keeping of bearer shares is a new activity that will require Luxembourg depositaries to adapt their business organisation; « The six-month deadline for bearer shares reg- istration should start as from the end of the six- month deadline granted to companies to appoint a depositary. More information should be provided on the iden- tity of the person(s) other than the shareholder himself who will be allowed to register bearer shares. What’s next? Bill 6625 is to be voted by the Chambre des Députés (vote not scheduled so far). THE CHAMBER OF COMMERCE’S OPINION IS AVAILABLE HERE.

2012 on certain forms of collective management of investment portfolio. From the date of the pub- lication in the Belgian Official Gazette, the admin- istrators and the effective managers of UCITS (of- fering shares to the Belgian public) / management company/ credit institution will be only natural persons. Legal entities will be prohibited as ad- ministrators and/ or effective managers in those institutions. What’s next? NA. New fees and contribution to cover the operating costs of the FSMA. Background A Royal Decree modifying the Royal Decree dated 17th May, 2012, concerning the cover of the oper- ating costs of the FSMA dated March 28th, 2014, was published in the Belgian Official Gazette on May 13th, 2014. What’s in there? The Royal Decree updates the fees to be paid to the FSMA following several new control/duties of the FSMA (for example on AIF and AIFM). The Royal Decree also adds a new contribution for the sector already controlled by the FSMA and finally adapts the percentage that determines the part of each kind of contributor in the funding of the FSMA. A distinction is made in the Royal Decree between the fund with an appointed management compa- ny or a self-managed fund and the control on the public shares of public funds. A fee is added for self managed funds. What’s next? NA.

Admission of the concept of floating financial year Background Generally, a financial year lasts 12 months in Lux- embourg, which may match the calendar year. However, for operational purposes (e.g. consol- idated statements, cross-border groups), busi- nesses may have recourse to a floating financial year, which characteristic is a variable end-date. Opinions and recommendations from the GIE "Commission des Normes Comptables" the reg- ulator in charge of accounting standards ("CNC") have a general meaning and do not target any specific situation in which a natural person or le- gal entity may be. What’s in there? On 2 April 2014, the CNC issued a general opin- ion ref. CNC 01/2014 in relation to the concept of floating financial year as adopted by the Manage- ment Board of the CNC. It is of the view that Lux- embourg companies should be authorised to have floating financial years regardless of the account- ing standards under which their annual accounts are prepared (IFRS or LUX GAAP), as long as: « Opening dates and closing dates shall remain predictable and determinable; « Comparability remains guaranteed: a floating financial year shall have a duration close to a 12-month financial year (e.g. no more than 52 to 53 weeks). Luxembourg companies having floating financial years shall notify their opening and closing dates every year for every floating financial year to the Registre du Commerce et des Sociétés (the Trade and Companies Register). What’s next? N/A YOU WILL FIND THE GENERAL OPINION HERE (IN FRENCH ONLY).

Scanning - June 2014 - page 5