KEY MALTA LEGAL INSIGHTS Matthew Mizzi

2 The Malta ILS framework - Securitisation Act; - Reinsurance Special Purpose Vehicles Regulations; - Securitisation Cell Companies Regulations; - Securitisation Transactions (Deductions) Rules; - Reinsurance Directive (until 12/31/2015); and - Solvency II Regime (from 1/1/2016).

3 Malta structures “Unregulated” securitisation vehicle (‘SPV’) Reinsurance special purpose vehicle (‘RSPV’) “Unregulated” cell in securitisation cell company (‘SCC’) Regulated cell in RSPV SCC

4 Orphaning arrangement may consist of foundation or trust; Company; trust or partnership. No MFSA authorisation requirement, unless issuing securities to the public on a continuous basis; No reinsurance or reinsurance- like contract (no indemnity trigger); Statutorily bankruptcy remote; Investor subordination clauses and non-petition clauses expressly recognised in terms of Securitisation Act and Civil Code. Criteria set out in Transaction Documents apply. Securitisation vehicle MT Issuer Co. Ltd. MT Foundation Collateral

5 Orphaning arrangement may consist of foundation or trust; Private or public limited liability company; Authorised by the MFSA; Managed or self-managed; Assumes risk by means of reinsurance or reinsurance-like risk transfer agreement; Satisfies mandatory criteria for RSPVs in RSPV Regulations; Securitisation Act applies. Solvency II investment and diversification criteria apply. Reinsurance special purpose vehicle MT RSPVCo. MT Foundation MT Insurance Manager (optional) Collateral

6 Securitisation Cell Company SCC Core Cell 1 Investors MT Foundation Collateral Established with as little as €1,200; Board of directors responsible for entire entity, including cells. No transactions through core. No prior authorisation, unless vehicle established as a public securitisation vehicle. No minimum capital requirements to establish cell; No need for issue of shares to establish cell; No contamination between cell and core and other cells – separate patrimony concept; Cell can enter into single or multiple transactions, but no multiple originators; Contractual tranching within cell possible and recognised under Securitisation Act; Notification to RoC on establishment of cell. Counterparty Cell 2 Counterparty Investors Collateral

7 RSPV SCC SCC Core Cell 1 Investors MT Foundation Collateral Core authorised by MFSA Directors and controllers subject to MFSA approval; Solvency II governance arrangements apply; Responsible for supervisory reporting; Managed by insurance manager or self-managed; MFSA approval to be obtained prior to establishing cell; Fully-funded principle applies at cell level; Prohibition to transact with unrelated undertakings, but multiple transactions through same cell with related undertakings allowed – to change after 1 Jan, 2016? Multi-currency transactions possible. Ownership structure subject to MFSA authorisation Cell 2 MT Insurance Manager (optional) Cedant Investors Collateral

8 Important Notice: This presentation is for informational purposes only and does not contain or convey legal advice. The information contained in these slides should not be used or relied upon in regard to any particular facts or circumstances without first obtaining specific legal advice. In this presentation ‘GANADO Advocates’ refers to the law firm Ganado & Associates, Advocates, an association established under the laws of Malta. A full list of members is available upon request at the principal office of the firm at 171, Old Bakery Street, Valletta VLT1455, Malta. Thank you. Find us at ganadoadvocates.com 20/11/2015