Securitisation 2025

LUXEMBOURG Law and Practice Contributed by: Vassiliyan Zanev and Natalja Taillefer, Loyens & Loeff Luxembourg S.à r.l.

1.2 Structures Relating to Financial Assets Luxembourg SPEs are generally adapted to securitisation of any type of financial assets and the structure of the transaction is mostly driven by investor preferences and not by the type of the securitised assets. 1.3 Applicable Laws and Regulations The principal applicable laws and regulations that have a material effect on the structures referred to in 1.2 Structures Relating to Finan- cial Assets are the following: • the Securitisation Law; • the Securitisation Regulation; • the Luxembourg Law of 5 August 2005 on financial collateral arrangements, as amended (the “Collateral Law”); • the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the “Companies Law”); • the Law of 5 April 1993 relating to the finan - cial sector, as amended (the “1993 Law”); • the Luxembourg Commercial Code; • the Luxembourg Law of 7 August 2023 on business preservation and modernisation of bankruptcy law (the “Reorganisation Law”); • the Prospectus Regulation (EU) 2017/1129 as amended (the “Prospectus Regulation”) and the Luxembourg Law of 16 July 2019 on prospectuses for securities, as amended (the “Prospectus Law”); • the Luxembourg Law of 16 July 2019 imple - menting, among others, the Securitisation Regulation (the “SR Law”); • the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (MiFID II);

• the Regulation (EU) No 648/2012 on over-the- counter derivatives, central counterparties and trade repositories, as amended (EMIR); • the Directive 2011/61/EU of 8 June 2011 on Alternative Investment Fund Managers, as amended (AIFMD) and the Luxembourg Law of 12 July 2013 on alternative investment fund managers transposing the AIFMD, as amended (the “AIFM Law”); • the Luxembourg Law of 27 July 2003 on trust and fiduciary contracts, as amended (the “Fiduciary Law”); • the EU Regulation (EC) 593/2008 on the law applicable to contractual obligations (the “Rome I Regulation”); • the EU Regulation (EU) No 575/2013 on pru - dential requirements for credit institutions and investment firms (CRR), as lastly amended by Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 (CRR III) and Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institu - tions and investment firms (CRD), as lastly amended by Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 (CRD VI); • the Directive 2009/138/EC of the European Parliament and of the Council of 25 Novem - ber 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance, as amended (Solvency II) (recast); and • the Directive (EU) 2021/2167 of the Euro - pean Parliament and of the Council of 24 November 2021 on credit servicers and credit purchasers (the “NPL Directive”) and the Lux - embourg Law of 15 July 2024 on the transfer of non-performing loans (the “NPL Law”).

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