CLASSIFICATION SHEET

This document relates to the following request:

15 July 2009

Reference: EBD/GARS/A299c09001M-DDGZ

Project Bird XilCo Holding S.a r.1 - Tax number: (TBC]

1. Key topics: classes of shares, functional currency

2. Name of the advisor : PwC 3. Corporate group's name or fund s onsor: Altor E uit Partners 4. Name of the project: Bird S. Amount intended to be invested: DK.K 594 959 440 6. Date of receipt:

2 9 JlJ1l. 2LJ09

For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Soci6tes VI 18, Rue du Fort Wedell L-2982 Luxembourg

PriccwatcrhouscCoopers Societe arcsponsabilite Umitce Reviscur d'cntrcpriscs 400, route d'Esch

B.P. 1443 L-1014 Luxembourg Tclcphom:+352 494848-1 Facsimile + 352 494848-2900 www.pwc.com/lu [email protected]

15 July 2009 Reference: EBD/GARS/ A299c09001 M-DDGZ

Project Bird XilCo Holding S.a r.1- Tax number: (TBC] Dear Mr Kohl, We would like to submit to your attention, on behalf of the abovementioned company, the following situation and obtain your agreement and/or your comments on the tax treatment described herein.

A

Background

1

Al tor Fund II I GP Limited acting as general partner of Altor Fund III (No.1 ) L.P. and Altor Fund III (No. 2) L.P. ("Altor") has recently acquired Pulse Medical Group ("MedTech"), a Danish based-global leading manufacturer of components and solutions for hearing instruments and medical devices. Please refer to Appendix 1 for further details of Altor and MedTech.

2

Altor will hold the investment via a Jersey company, Xilco Holding Limited ("Xilco JerseyCo") and its Luxembourg subsidiary Xilco Holding S.a r.l., ("Xilco LuxCo").

R.C.S. Luxembourg B 65 477 - TV A LUI 7564447

3

We attach hereunder a simplified chart depicting the funding of the acquisition:

Contribution of Xilco A/S

Classes of Shares

DKK 594,959,440

1111

100%

Contribution of Xilco A/S

~--'---~

Xilco Holding S.a.r.I. Nordea

Bank loan MUSD 100

B

Applicable tax regime

B.1 Tax residence 4

Xilco LuxCo has its statutory seat in Luxembourg. Moreover, Xilco LuxCo has its place of central administration in Luxembourg to the extent that its shareholders' meetings and board meetings are regularly and physically held in Luxembourg, main management decisions are effectively taken in Luxembourg and its accounting and archives arc kept in Luxembourg.

5

Consequently, Xilco LuxCo will be considered to be Luxembourg tax resident within the meaning of Article 159 of the Luxembourg Income Tax Law (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 Classes of shares 6

Xilco LuxCo's by-laws provide for its share capital to be divided into ten redeemable ordinary shares classes - see Appendix 2. The redemption of an entire shares class followed by a cancellation of the same shall be regarded as a partial liquidation within the meaning of Article 101 UTL.

(2)

7

Article 101 LITL provides that income resulting from a partial liquidation shall be regarded as a capital gain and not as a dividend. Accordingly, Article 97 LITL provides that such income is not subject to the 15% withholding tax laid down in Article 146 LITL.

8

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

B.3 Functional currency for tax purposes 9

The accounts of Xilco LuxCo will be denominated in Danish Krona. Indeed, DKK will be Xilco LuxCo functional currency for tax purposes. It follows that the tax returns will be established on the basis of the yearly net profits converted into EUR by using the year-end market rate for DKK to EUR exchange, as provided by the European Central Bank.

(3)

We respectfully request that you confinn 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 infonnation and would like to thank you for the attention that you will g1ve to our request. Yours sincerely,

6~5 Partner

Appendices: Appendix 1: Description of the Altor Funds and MedTech Appendix 2: Characteristics/tax treatment of the classes of shares issued by Xilco LuxCo Appendix 3: Articles oflncorporation of Xilco Holding S.a r.l.

Le prepose du bureau d' mposition S ocietes 6 Marius ohl

2 9 JUIL. 2009

Luxe

!

J

I

Pricewale~houseCoopers

1J1is tar agreement is based on the facts as presented to S.a r. I a.t at rhe date till' advice was given. 71w I agreement is dependenl on specific facts and circumslances and may nb.t be appropriate to a1101/zer party 1/zan 1/ze one for which it was prepared. 'l11is tax agreement was prepared with only the interesrs ofXi/co llolding S.a r.I. in mind, and was not planned or carried out in contemplation of any use by any other party. PricewaterhouseCoopers S.a r. I. its parlners. employees and or agents, neither owe nor accept any duty ofcare or any responsibility lo any other party, whether in contract or in tort (including without limitmion. negligence or breach ofstatutory duty) however arising, and shall not be liable in respect of any loss, damage or expense of wlwtever nature which is caused to any other party.

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Appendix 1 Description of the Altor Funds and MedTech Group A

Altor Fund III

1

Altor Fund III is a private equity fund which focuses on investments in the middle market segment of the Nordic region. The Altor funds consist of three private equity funds and their respective portfolios of acquired companies. The Altor funds' portfolio companies are active in a variety of industries. The three private equity funds arc (i) Altor 2003 Fund, with a committed capital of€ 655 million, (ii) Altor Fund II, with a committed capital of€ I, 187 million, and (iii) Altor Fund III with a committed capital of € 2,050 million. The acquisitions of Carnegie and Max Matthicsscn arc the first investments of Altor Fund III.

B

MedTech Group

2

Pulse MedTech is a global leader in the design of advanced m iniature components for hearing instruments and advanced acoustics. and solutions Recently Pulse MedTech has also successfully diversified its product offerings to include electromechanical components for selected medical devices. Its products include balanced armature receivers, high-end microphones, and electromechanical components for the hearing aid, high end audio headset, and medical device markets.

3

Founded in 1974, the Company is headquartered in Roskilde, Denmark, and employs approx. 1700 persons in Denmark, Holland, Poland, USA and Vietnam. In 2008 Pulse McdTcch revenues were approximately $ 127 million.

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Appendix 2 Characteristics/tax treatment of the classes of shares issued by Xilco LuxCo A

Description of issued shares and redemption mechanism

1

Xilco LuxCo's share capital is divided into 6 000 000 ordinary shares ('Ordinary Shares'), divided into ten classes of 600 000 shares each, being a total of 6 000 000 shares with a nominal value DKK 1 each. Xilco LuxCo's total share capital (without taking the share premium into account) thus amounts to DKK 6 000 000.

2

Each share carries one vote at ordinary and extraordinary general meetings. Each class of Ordinary Shares is nevertheless economically linked to an accounting period in particular as explained hereafter.

3

The Period for Class A Ordinary Shares is the period starting on financial year 2009 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

4

The Period for Class B Ordinary Shares is the period starting on financial year 2010 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

5

The Period for Class C Ordinary Shares is the period starting on financial year 2011 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

6

The Period for Class D Ordinary Shares is the period starting on financial year 2012 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

7

The Period for Class E Ordinary Shares is the period starting on financial year 2013 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

8

The Period for Class F Ordinary Shares is the period starting on financial year 2014 or each tenth fi nancial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

9

The Period for Class G Ordinary Shares is the period starting on financial year 2015 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

10

The Period for Class H Ordinary Shares is the period starting on financial year 2016 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

(6)

11

The Period for Class I Ordinary Shares is the period starting on financial year 2017 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

12

The Period for Class J Ordinary Shares is the period starting on financial year 2018 or each tenth financial year thereafter (or such shorter applicable period in light of previous cancellations of shares classes);

13

Distributions on Shares (the so-called "Distribution Amounts") may be made out of (i) current net profits (as shown in the interim accounts as of the date of distribution or repurchase and cancellation of an entire class of Ordinary Shares), (ii) profits carried forward with respect to the respective Class of Ordinary Shares from relevant previous financial year(s), (iii) share premium attached to the Shares of the Class of Ordinary Shares, (iv) free reserves and (v) all other distributable sums.

14

Each class of Ordinary Shares shall be entitled to receive all the remainder of the Distribution Amounts after the holders of all the other outstanding classes of ordinary shares, including as the case may be the non-repurchase class(es) of Ordinary Shares, have received out of the Distribution Amounts relating to the relevant financial year, a dividend equivalent to one percent of the nominal value of the classes of ordinary shares they hold.

15

The share capital of the Company may be reduced through the cancellation of one or more entire classes of Ordinary Shares by redeeming and cancelling of all the shares in issue in such class(es) of Ordinary Shares;

B

Tax treatment of the redemption of Ordinary Shares

17

Pursuant Article 101 (1) LITL, profits derived by the holder of an important participation from the partial liquidation of a Luxembourg joint-stock company are considered as income derived from the realization of the participation, within the meaning of Article 101 LITL.

18

According to Article 101 (2) LITL, in case ofredemption of a participation followed by a consecutive reduction of share capital, the company is deemed to be partially liquidated for a corresponding proportion.

19

In the case at hand, the redemption of a whole Shares Class by Xilco LuxCo followed by a proportional reduction of its share capital would be regarded as a partial liquidation of the latter company (Article 101 (1) LITL) and thus as a realization by the investors of a part of their participation in Xilco LuxCo.

20

Consequently, since income derived from the realization of a shareholding is not listed in Article 146 LITL within the items of income subject to the Luxembourg withholding tax, the redemption of a whole shares class by Xilco LuxCo followed by a proportional reduction of its share capital will not be subject to withholding tax in Luxembourg.

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Xilco Holding S.a r.I. soclete a responsabllite limitee private limited liability company L- 1855 Luxembourg, 46a, avenue J.F. Kennedy

du 25 j uin 2009 NU MERO

In the _year two thousand and nine, on the twenty-fifth of June. Before Maitre Henri Hellinckx, notary, residing in Luxembourg, Grand Duchy of Luxembourg, undersigned. Appears:

Xilco Holding Limited, a company duly incorporated and organised under the laws of Jersey, having its principal office at 11-15 Seaton Place, St. Helier, Jersey, JE4 OQH, Channel Islands. The founder is here represented by Anke Jager, private employee, with professional address in Luxembourg, by virtue of a proxy given under private seal. The aforementioned proxy, being initialled Hne varietur" by the appearing person and the undersigned notary, shall remain annexed to the present deed to be filed at the same time with the registration authorities. Such party has requested the notary to draw up the following by-laws of a "societe a responsabilite limitee" which it declares to incorporate. NAME • REGISTERED OFFICE • OBJECT· DURATION

Article one.- There is hereby formed ·a "societe a responsabilite limitee", private limited liability company, governed by the present articles of incorporation and by current Luxembourg laws, especially the law of August 10th, 1915 on commercial companies, as amended (the "Law"). At any moment, a sole shareholder may join with one or more joint shareholders and, in the same way, the following shareholders may adopt the appropriate measures to restore the uni-personal character of the Company. As long as the Company remains with one sole shareholder, he exercises the powers devolved to the General Meeting of shareholders. PAGE!

Article two.- The Company's name is "Xilco Holding

S.a r.1.".

Article three.- The Company's purpose is to take participations and interests, in any form whatsoever, in any commercial, industrial, financial or other, Luxembourg or foreign enterprises; to acquire any securities and rights through participation, contribution, underwriting firm purchase or option, negotiation or in any other way and namely to acquire patents and licenses, and other property, rights and interest in property as the Company shall deem fit, and generally to hold, manage, develop, sell or dispose of the same, in whole or in part, for such consideration as the Company may think fit, and in particular for shares or securities of any company

purchasing the same; to enter into, assist or participate in financial, commercial and other transactions, and to grant to any holding company, subsidiary, or fellow subsidiary, or any other company associated in any way with the Company, or the said holding company, subsidiary or fellow subsidiary, in which the Company has a direct or indirect financial interest, any assistance, loans, advances or guarantees; to borrow and raise money in any manner and to secure the repayment of any money borrowed; finally to perform any operation which is directly or indirectly related to its purpose, however without taking advantage of the Act of July 31st, ~929·, on Holding Companies. The Company can perform all commercial, technical and financial operations, connected directly or indirectly in all areas as described above in order to facilitate the accomplishment of its purpose. Article four.- The Company has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg.

It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraordinary general meeting of its shareholders deliberating in the manner provided for amendments to the Articles. The address of the registered office may be transferred within the municipality by decision of the board of managers. The Company may have offices and branches, both in Luxembourg and abroad. In the event that the management should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the management of the Company. Article five.- The Company is incorporated for an unlimited duration.

PAGE2

Article six.· The life of the Company does not come to an end by death, suspension of civil rights, bankruptcy or insolvency of any shareholder. Article seven.- The creditors, representatives, rightful owner or heirs of any shareholder are neither allowed, in circumstances, to require the sealing of the assets and documents of the Company, nor to interfere in any manner in the administration of the Company. They must for the exercise of their rights refer to financial statements and to the decisions of the meetings. CAPITAL • SHARES Article eight.· The Company's capital is set at EUR 12,500 (twelve thousand five hundred euro), represented by 12,500 (twelve thousand five hundred) shares of EUR 1.- (one euro) each. Article nine.- Each share confers an identical voting right at the time of decisions taking. Article ten.- The shares are freely transferable among the shareholders. Shares may not be transferred inter vivos to non-shareholders unless members representing at least three-quarter of the corporate.-oapital shall have agreed thereto in a general meeting. Otherwise it is referred to the provisions of articles 189 and 190 of the coordinate law on trading companies. The shares are indivisible with regard to the Company, which admit only one owner for each of them. MANAGEMENT Article eleven.· The Co.mpany is managed by one or more managers. If several managers have been appointed, they will constitute a board of managers. The manager(s) need not to be shareholders. The managers may be removed at any time, with or without cause, by a resolution of shareholders holding a majority of votes. In dealing with third parties, the manager(s) will have all powers to act in the name of the Company in all circumstances and to carry out and approve all acts and operations consistent with the Company's objects and provided the terms of this article shall have been complied with. All powers not expressly reserved by law or the present Articles to the general meeting of shareholders fall within the competence of the manager, or in case of a plurality of managers, of the board of managers. The Company shall be bound by the sole signature of its single manager, and, in case of plurality of managers, by the joint signature of any two members of the board of managers. PAGEJ

The manager, or in case of plurality of managers, the board of managers may subdelegate his powers for specific tasks to one several ad hoc agents. The manager, or in case of plurality of managers, the board of managers will determine this agent's responsibilities and remuneration (if any), the duration of the period of representation and any other relevant conditions of his agency. In case of plurality of managers, meetings of the board of managers will be validly held provided that the majority of managers be present. In this case, the resolutions of the board of managers shall be adopted by the majority of the managers present or represented. The powers and remunerations of any managers possibly appointed at a later date in addition to or in the place of the first managers will be determined in the act of nomination.

Article twelve.· Any manager does not contract in his function any personal obligation concerning the commitments regularly taken by him in the name of the Company; as a mandatory he is only 'responsible for the execution of his mandate.

Arti~le

thirteen.· Managers decision's are managers.

tal