COMMITTED TO EXCELLENCE

✓ A specialized team coming from the

alternative investment fund and corporate &

tax industry with more than 20 years

expertise in Europe;

✓ A truly independent financial, corporate and

tax advisory services provider able to

leverage on the existing expertise by

providing a fully integrated solution in several

jurisdictions.

Our mission is built up around the One Stop Shop

concept: a global player which is staying client

focused from the inside out, providing tailored

solutions with high level of expertise.

Our experienced team is dealing with:

✓ complex and common investment policies in

the alternative investment fund industry,

✓ a challenging tax environment,

✓ diversified private client requirements, and

✓ a new financing sources environment

in close relationship (fast and proactive) with our

clients and in accordance with an increasing

regulated environment.

ABOUT US

Maritime &

Shipping

Debt &

Securitisation

Real Estate &

Infrastructure

Private Equity

& Venture Capital

Corporate &

Institutional

HNWI &

Family Offices

Our experience and the skills in the field of the alternative investment fund and corporate industry, financial

engineering, tax structuring, governance and related businesses permit to serve complex and multiple client’s

requirements.1

Our own offices and dedicated partners network are offering to deal with cross border solutions in several

jurisdictions.

CLIENT SEGMENTS

“Luxembourg is the second largest investment fund centre in the world after the United States, the premier captive

reinsurance market in the European Union and the premier private banking centre in the Eurozone. The financial sector is

the largest contributor to the Luxembourg economy. From its origins as a Euroloan centre, the city subsequently

developed as a private banking centre and then, from the 1980s, as a leading domicile for investment funds. The success

of the financial centre is founded on the social and political stability of the Grand Duchy and on a modern legal and

regulatory framework that is continuously updated, inspired by regular consultation between the government, the

legislator and the private sector. Thus, over the years, specific regulatory frameworks have been created for alternative

investment funds, venture capital investment funds, international pension funds, specialised investment funds, captive

reinsurance companies, covered bond issuing banks, securitisation vehicles and family wealth management companies.

This legal framework, combined with Luxembourg’s openness to the world, has attracted banks, insurance companies,

investment fund promoters and specialist service providers from all over the world. The Luxembourg financial centre is

characterised by a strong culture of investor protection and rigorous anti money-laundering policies. Its specialist teams

are multilingual and multicultural, with a long tradition of financial expertise and extensive knowledge of the needs of an

international clientele.”

Source: www.luxembourgforfinance.lu

WHY LUXEMBOURG

Incorporation & Implementation

Investment Fund Management

Governance

Corporate Services

SOLUTIONS & SERVICES

Tax Structuring & Financial Engineering

Accounting & Tax Fund Management Structuring GovernanceIncorporation &

Implementation

▪ Set up of legal entities;

▪ Preparation of the incorporation

deed in coordination with the

notary and assistance for executing

the legal formalities;

▪ Company secretarial and support:

setting up SPV in multiple foreign

jurisdictions liaising with our

international network;

▪ Due diligence including KYC and

AML documentation;

▪ Statutory filling as governed by the

supervisory authorities;

▪ Investment Fund structuring and

formation (inc.l regulatory filing);

▪ Implementation of securitisation

vehicles and dedicated SPVs (if any);

▪ Tax planning and tax advisory

services in Luxembourg and with

our international network;

▪ Direct contacts with local tax

authorities;

▪ Assistance for cash & custodian

account openings with major banks;

▪ Assessment of past performances

for PPM;

▪ Assistance for preparation of

conractual documentation : L.P.A.

/Offering Memorandum / PPM /

Propsectus, including coordination

with external advisors;

▪ Completion of initial, subsequent

and final closings of the investment

vehicle(s);

▪ Carried interest & Performance fees

(corporate struct. & tax solutions);

▪ Coordination with local supervisory

authorities, central administration

agent (*), registrar agent (*) and

custodian agent for regulated

entities;

(*) external related parties duly licensed by C.S.S.F. for regulated entities

Fund ManagementIncorporation Structuring GovernanceAdministration &

Accounting & Tax

▪ Liquidation: secretarial services for

shareholders‘ meeting, periodical

accounting, legal formalities; Realisation

of assets & liabilities settlement acting

as liquidator;

▪ Customized offices package (equiped

office rental);

▪ Substance solutions (staff supporting)

and & HQ organisation in Luxembourg;

▪ Domiciliation services (registered

offices);

▪ Directorship and trustee services;

▪ Updating shareholders register (only for

non-regulated entities);

▪ Handling with board meetings and

shareholders meetings (ordinary &

extraordinary) ;

▪ Handle day-to-day corporate operations

and follow-up with third parties;

▪ Implementation of any ordinary

transaction (board meeting, PoA,

completion, capital increases) and

assistance on legal corporate matters

with our specialized team;

▪ Production of annual financial

statements and interim accounts

(monthly, quarterly, semi-annual) in

accordance with Lux GAAP or IFRS;

▪ Coordination of the audit process;

▪ Preparation of shareholders annual

meeting for financial statements

approval, including disclosure

formalities;

▪ Tax audit with local authorities;

▪ Monitoring for all legal and other

regulatory formalities;

▪ Consolidated financial statements in

local GAAP or IFRS with dedicated

consolidation experts;

▪ Handling with periodical reporting

package;

▪ Maintenance of general ledger, keeping

accounting books;

▪ Reconciliation of inter-company/

portfolio‘s transactions;

▪ Tax provisions calculation;

▪ Preparation and filling of the corporate

tax return and tax balances;

▪ Preparation and filling of periodical VAT

returns;

▪ Resourcing services and project

management for the financial sector in

Luxembourg: outsourcing services for

accounting, tax compliance and

administration;

Note: some services strictly related to the central administration, registrar agent and client communication for regulated entities are provided by external related parties duly licensed by C.S.S.F.

StructuringAccounting & TaxIncorporation GovernanceFund Management

▪ Coordination with custody,

depositary and adminitrative

agent(s);

▪ Assistance for reporting to the

regulatory authorities;

▪ Debt administration services: loan

administration, cash flow & treasury

management;

▪ Securitisation vehicles: corporate

services, treasury management;

▪ Assistance to the risk management

officer for regulated entities;

▪ AIF Manager assistance: eligibility

assessment, authorisation process;

▪ Management of carried interest

structures & reporting: complex

rules with eventual clawback

provisions (whole-of-fund model,

deal by deal model, hybrid carried

interest model);

▪ Customized reports for (i) GP,

advisory & supervisory committee,

investor relations purpose pursuant

to best practice (EVCA, BVCA, ILPA)

and (ii) new AIFM environment;

▪ Distribution management for

available divestment proceeds

allocation in accordance with

LPA/Memorandum/Prospectus;

▪ Performances measurement tools

(IRR, TVPI, DPI, DCC, RVPI, PIC

multiple,...) and cash flow statement;

▪ Assistance to preparation of the

periodical GP reports/newsletters;

▪ Assistance for valuing the portfolio

companies in accordance with

commonly used valuation

methodologies:

➢ IPEV guidelines: multiples,

past transactions, net asset

value, DCF model;

➢ EVCA/BVCA guidelines and

other industry benchmark;

Note: some services strictly related to the central administration, registrar agent and client communication for regulated entities are provided by external related parties duly licensed by C.S.S.F.

GovernanceFund ManagementAccounting & TaxIncorporation Tax Structuring &

Financial Engineering

▪ International corporate & financial

structures: cross border deal

structuring for the fund‘s portfolio

and/or the corporate industry

(acquisition, sale, add-on);

▪ Hybrid financial instruments : PEC,

CPEC, IPL, bond, convertible bond,

loan notes; Assistance to

preparation of the legal

documentation and completion

with our dedicated partners;

▪ Tax & corporate advisory services for

completing investment & exit

processes, including deal

origination, due diligence,

structuring, closing (acquisition,

sale, LBO, MBO-MBI, IPO,...);

▪ Corporate reorganisation &

structuring : merger, de-merger,

transfer of ownership, migration of

entities to & from Luxembourg,

capital increases (in cash and in

kind);

▪ Treasury services: implementation of

cash management solutions (hub

for multi banking reporting and

consolidated financial reporting)

and cash pooling techniques;

▪ Implementation of securitisation‘s

transactions through dedicated

financial, tax and corporate

solutions;

liaising with our network of dedicated legal counsels and external advisors in various jurisdictions

▪ Corporate and tax structuring for

family offices and HNWI with respect

to wealth management solutions in

and from Luxembourg, liaising with

multi jurisdictions environment;

▪ Debt structuring and assistance for

implementing the debt & security

package (including financial

retructuring);

▪ IP rights solutions: tax solutions,

cash management and royalties

collection, liaising with patent

attorney and international advisors;

StructuringFund ManagementAccounting & TaxIncorporation Governance

▪ Value creation through directorship

engagement: fair process

leadership, focused on strategy and

in-depth knowledge on best

practice for One-Tier and Two-Tier

governance models;

« Management practices are consistently more advanced in private equity-owned firms than in other forms of ownership »

Conor Kehoe, director, McKinsey Company

▪ Qualified independent directors

(non executive) for financial entities

(non regulated and regulated

entities – seniority & substance

requirement), and industrial

companies (incl. listed) in Europe;

▪ Implementation of best practice

(international standard) for

corporate governance of financial

and industrial companies;

▪ Assistance and advisory services for

(i) improvment of board‘s efficiency

and effectiveness; (ii) governance

crisis management and (iii)

distressed/turnaround scenario;

▪ Advice for implementation of

effective LT strategy by creating

unique value, identifying source of

competitve advantage through a

sustainable process;

▪ Certified independent director

Insead IDP-C and by I.LA.

OFFICES

Luxembourg:

3/A rue Guillaume Kroll

L-1882 Luxembourg,

Grand Duchy of Luxembourg

+352 26 38 41 80

contact@engelwood.lu

Languages:

London:(representation office)

1 Mayfair Place,

Mayfair W1J 8AJ London,

United KIngdom

+44 203 205 7139

contact@engelwood.eu

Geneva:(representation office)

Boulevard George-Favon 8

CH-1204 Genève

Switzerland

+41 22 55 20 332

contact@engelwood.ch

www.engelwood.lu

▪ Acquisition (lcorporate & tax structuring);

▪ Debt restructuring;

▪ Corporate structuring (merger, migration

and IP solutions)

▪ Substance solutions;

▪ Consolidation

Switzerland, Germany

REFERENCES – SOLUTIONS & TRANSACTIONS

Packaging Industry Automotive Industry Power Control Industry

Retail & Luxury

Industry

Diamond

IndustryFamily offices & HNWI

▪ Acquisition (tax & corporate structuring)

▪ Debt structuring;

▪ SPV corporate services in Lux.;

▪ Substance solutions;

▪ Exit structuring & completion;

Germany, US, Luxembourg

▪ Reorganisation (shareholding structuring,

governance);

▪ Tax & corporate structuring

▪ SPV corporate services in Luxembourg;

▪ Substance solutions;

▪ Consolidation

Belgium, Luxembourg

▪ Acquisition (tax & corporate structuring);

▪ Corporate & Tax structuring

▪ Incentive program structuring;

▪ Exit structuring;

▪ SPV corporate services in Luxembourg;

Italy, Germany, US, Luxembourg

▪ Implementation of tailor-made vehicle for

assets allocation of HNWI;

▪ Corporate & Tax services in Luxembourg

for UK multi-familly office;

▪ Assistance to life insurance contract

structuring liaising with insurance

companies;

UK, Switzerland, Belgium, US, Russia, France

▪ Corporate structuring (merger, IPO);

▪ Add-on in Denmark, US, UK, China;

▪ Debt structuring;

▪ SPV corporate services in Luxembourg;

Italy, Poland, Denmark, Lux. ,US, China

▪ Fundraising (PPM, Prospectus, Filing,

Set-up)

▪ Fund administration & corporate

services;

▪ Investors relationship (DD, Distributions,

Meetings, Reporting);

▪ GP Reporting & Performances

measurement;

▪ Regulated directors;

Luxembourg

▪ Implementtation (Prospectus, Set-up,

Compartment formation, Closing)

▪ Securitisation vehicle administration &

corporate services;

▪ Investors relationship (DD, Distributions,

Meetings, Reporting);

▪ Reporting & Performances

measurement;

▪ Regulatory reporting to BCL;

Luxembourg

▪ Prospectus /LPA /

Implementation/Feeder structure;

▪ Fund administration & corporate

services;

▪ GP Reporting & Performances

measurement;

▪ AIF Registration with supervisory

authorities

▪ Regulated directors;

Luxembourg

▪ Directoship positions and supervisory board member of financial entities (holding) and industrial companies (sectors: telecom, power

control, automotive, retail &luxury, packaging, military/defense) in several jurisdictions:

Luxembourg, Italy, Denmark, Spain, Portugal, Switzerland, Germany, The Netherlands, UK, US

▪ Directorship positions for regulated entities (investment funds) under the surveillance of the Luxembourg supervisory authorities (C.S.S.F.);

REFERENCES – MANAGEMENT & GOVERNANCE

Fund (Private Equity) Fund (Real Estate) Securitisation

Governance

C.S.S.F. (Commission de Surveillance du Secteur Financier) www.cssf.lu

Ordre des Experts-Comptables (Luxembourg) www.oec.lu

Institut Luxembourgeois des Administrateurs www.ila.lu

Luxembourg for Finance www.luxembourgforfinance.lu

LPEA (Luxembourg Private Equity & Venture Capital Association) www.lpea.lu

EVCA (European Private Equity &Venture Capital Association) www.evca.eu

ALFI (Association of the Luxembourg Fund Industry) www.alfi.lu

LINKS

The content of this presentation and any references made to any brochures and other publications are

disclosed for information purposes only. They do not constitute any offers. Nothing in this presentation

and other publications should be relied upon as constituting legal or professional advice. Neither

Engelwood Global Services nor Engelwood Management & Consulting nor any of its shareholders,

affiliates, directors, managers or employees accept any responsibility whatsoever for any loss occasioned

to any person no matter howsoever caused or arising as a result, or in consequence, of action taken in

reliance on any of the content of this presentation.

This presentation contains information about our services and describes the scope of our expertise. It is

provided exclusively for information purpose and is subject to change without prior notice.

Engelwood® is a registered trade mark

DISCLAIMER

COMMITTED TO EXCELLENCE