Contract analysis

I. Executive Summary This memorandum analyzes the Swiss federal anticipatory withholding tax (Verrechnungssteuer) implications arising from the acquisition by Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") of Luminex Systems Holdings Inc. (the "Target" or "Luminex Holdings") and, in particular, the ongoing Swiss withholding tax consequences applicable to the Target's Swiss subsidiary, Luminex System

1. Statutory Withholding Rate. Under the Federal Act on Anticipatory Tax (Verrechnungssteuergesetz, VStG), dividends and deemed dividend distributions (verdeckte Gewinnausschüttungen) from Luminex AG to its direct parent, Luminex Holdings, are subject to Swiss federal anticipatory withholding tax at the statutory rate of 35% on the gross dividend amount.

2. Treaty Reduced Rate. The Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, signed October 2, 1996, as amended by the Protocol signed September 23, 2009 (the "Treaty"), provides for a reduced withholding rate of 5% on dividends paid to a qualifying U.S. corporate shareholder that directly holds at least 10% of the voting

3. LOB Risk. The primary risk to the availability of the 5% treaty rate is the LOB ownership test under Article 22(2)(e) of the Treaty. The presence of Northvale Sovereign Holdings Ltd., a Cayman Islands exempted limited company, as a direct co-investor in Apex Holdings (approximately 6.9% of equity), together with the as-yet-unconfirmed residency composition of Ardent Capital's underlying limited partners, creates u

4. Structuring Recommendations. We provide below a series of pre-closing and post-closing structuring recommendations designed to (a) ensure treaty eligibility under the LOB provisions, (b) maximize the use of the notification procedure (Meldeverfahren) in lieu of actual withholding, (c) leverage capital contribution reserve distributions under the Kapitaleinlageprinzip (capital contribution principle), and (d) prior

5. Significance for Deal Economics. The difference between the 35% statutory rate and the 5% treaty rate represents a tax savings of $30 per $100 of dividends repatriated from Switzerland. Given the post-closing debt-service requirements associated with the $1,200,000,000 Term Loan B and $300,000,000 subordinated notes at the Apex Holdings / Luminex Holdings level, minimizing Swiss withholding tax on cash repatriatio

II. Background and Transaction Structure A. Transaction Overview On March 24, 2025, Ardent Capital entered into the Merger Agreement providing for the acquisition of Luminex Holdings for an aggregate equity value of $2,800,000,000, representing $20.00 per share on approximately 140,000,000 fully diluted shares of Luminex Holdings common stock. The Transaction is structured as a reverse triangular merger in which Arde

III. Swiss Federal Anticipatory Withholding Tax — Statutory Framework A. Legal Basis The Swiss federal anticipatory tax (Verrechnungssteuer) is governed by the Federal Act on Anticipatory Tax (Bundesgesetz über die Verrechnungssteuer, VStG) of October 13, 1965 (as amended), together with its implementing ordinance (Verrechnungssteuerverordnung, VStV). The anticipatory tax is a federal tax administered and collected b

1. Actual Dividends. Cash distributions from Luminex AG to Luminex Holdings constitute the most straightforward form of taxable event under the VStG. Post-closing, Ardent Capital will likely require Luminex AG to declare and pay dividends to Luminex Holdings as part of the group's cash repatriation strategy to service debt at the Apex Holdings and Luminex Holdings levels. Any such actual dividend will be subject to t

2. Deemed Dividends (*verdeckte Gewinnausschüttungen*). Under Swiss tax law, transactions between Luminex AG and related parties (including Luminex Holdings, Luminex US, and other group entities) that deviate from arm's-length terms may be recharacterized as deemed profit distributions from Luminex AG to its shareholder. The categories of transactions most likely to give rise to deemed dividend risk in this context i

3. Liquidation Surplus. Upon any future liquidation or dissolution of Luminex AG, the excess of the liquidation proceeds distributed to Luminex Holdings over the paid-in capital (Nennwert and qualifying capital contribution reserves) of Luminex AG would be treated as a taxable distribution subject to the 35% anticipatory tax (subject to treaty reduction). While there is no current plan to liquidate Luminex AG, this t

4. Capital Reduction / Share Buyback. If Luminex AG were to undergo a capital reduction or repurchase its own shares from Luminex Holdings, the portion of the payment exceeding the par value (Nennwert) of the shares cancelled or repurchased would be treated as a deemed dividend subject to the 35% anticipatory tax. However, distributions out of qualifying capital contribution reserves (Reserven aus Kapitaleinlagen) ar

IV. U.S.-Switzerland Income Tax Treaty — Reduced Withholding Rate A. Applicable Treaty Provisions The withholding tax treatment of dividends paid by Luminex AG to Luminex Holdings is governed by the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, signed at Washington, D.C. on October 2, 1996, and entered into force on Ja

Article 10(2) of the Treaty provides for the following withholding tax rates on dividends: (a) 5% of the gross amount of the dividends if the beneficial owner is a company (other than a partnership) that directly holds at least 10% of the voting power of the company paying the dividends (Article 10(2)(a)); and (b) 15% of the gross amount of the dividends in all other cases (Article 10(2)(b)). Application to the Trans

Article 10(2) of the Treaty conditions the reduced withholding rate on the requirement that the recipient of the dividends be the "beneficial owner" thereof. The concept of beneficial ownership is intended to exclude from treaty benefits persons who are mere agents, nominees, or conduit entities that receive dividends on behalf of, or are obligated to pass dividends through to, a third party. Analysis. Luminex Holdin

V. Limitation-on-Benefits (LOB) Analysis A. Purpose of LOB Article

Article 22 of the Treaty contains the limitation-on-benefits ("LOB") provisions, which serve as an anti-treaty-shopping mechanism. The LOB article ensures that the benefits of the Treaty (including the reduced 5% withholding rate on dividends under Article 10) are available only to bona fide residents of the United States (or Switzerland) and not to persons who have established entities in one of the Contracting Stat

Article 22 provides several alternative tests, any one of which, if satisfied, entitles the taxpayer to Treaty benefits. We analyze below each test that is potentially applicable to Luminex Holdings.

1. Publicly Traded Company Test (Article 22(2)(c)) Under Article 22(2)(c), a company is entitled to Treaty benefits if its principal class of shares is regularly traded on a recognized stock exchange. The recognized stock exchanges for U.S. purposes include, among others, the New York Stock Exchange, the NASDAQ Stock Market, and any exchange registered with the Securities and Exchange Commission as a national securit

2. Ownership and Base Erosion Test (Article 22(2)(e) — Derivative Benefits)

Article 22(2)(e) of the Treaty provides an alternative LOB test commonly referred to as the "ownership and base erosion" test or the "derivative benefits" test. This test has two prongs, both of which must be satisfied: Ownership Prong. More than 50% of the aggregate vote and value of Luminex Holdings' shares must be owned, directly or indirectly, by persons who are themselves "equivalent beneficiaries." An "equivale

3. Active Trade or Business Test (Article 22(2)(d))

Article 22(2)(d) provides that a resident of a Contracting State is entitled to Treaty benefits with respect to an item of income if the resident is engaged in the active conduct of a trade or business in that state (other than the business of making or managing investments, unless such activities constitute banking, insurance, or securities dealing) and the income is derived "in connection with" or is "incidental to

4. Competent Authority Determination (Article 22(6)) As a fallback, Article 22(6) of the Treaty provides that if a resident of a Contracting State does not satisfy any of the objective LOB tests, that resident may request a determination from the competent authority of the other Contracting State that it is entitled to Treaty benefits. In the case of Luminex Holdings, this would involve a request to the Swiss compete

VI. Notification Procedure (*Meldeverfahren*) for Intergroup Dividends A. Overview Under the VStG and applicable SFTA Circular Letters, Swiss corporate taxpayers may, under certain conditions, report (rather than withhold and refund) the anticipatory tax on dividends paid to qualifying recipients. This notification procedure (Meldeverfahren) is an important administrative simplification that avoids the cash-flow burd