SCPA

a société en commandite par actions is a partnership limited by shares under the laws of the Grand Duchy of Luxembourg.

A société en commandite par actions has two different types of participants:

(i) the associé commandité gérant (the "general partner") who is, by operation of law, jointly and severally liable for any obligations of the partnership and is

responsible for the management of the partnership. {(ii) the limited shareholders (associés commanditaires) whose liability is limited to the amount of their investment. There may be an unlimited number of limited shareholders.