Luxembourg

European commercial law firm GSK Stockmann provided the Arsipa Group, backed by Warburg Pincus, with comprehensive legal advice on its acquisition of the Munich-based occupational healthcare provider Betriebsmedizin-23 GmbH. This represents a further step in Arsipa’s strategic expansion in the field of occupational medicine and also strengthens its presence in Bavaria. The acquisition provides a long-term succession solution for the well-established occupational medicine practice Betriebsmedizin-23, ensuring continuity of service for its clients in the greater Munich area. Under the management of Dr Markus Heyenbrock, the practice provides services primarily to small and medium-sized companies in the industrial, service, healthcare and public sectors. Its scope of services includes standard occupational health services, medical check-ups, vaccinations, advice on risk assessments and mental stress, as well as workplace integration management and occupational health and safety training. Following the acquisition, Betriebsmedizin-23 will benefit from the digital management solutions offered by the Arsipa Group, which will enable it to optimise its administrative processes and ultimately improve medical care. The acquisition takes the Arsipa Group’s network to over 60 locations serving more than 22,000 companies. A team led by Berlin-based partner Robert Korndörfer advised the Arispa Group on the acquisition. GSK Stockmann has a proven track record in providing expert advice on transactions in the healthcare sector, having previously advised Arsipa on its acquisition of the occupational healthcare provider Betriebsärzte Allgäu. Advisers of Arsipa at GSK Stockmann: Robert Korndörfer (lead, Corporate), Clara López Hernando (Corporate), Stephan Wachsmuth (Tax), Nicole Deparade (Employment Law), Katrin Zukovskaja (Employment Law), Dr Martin Hossenfelder (IP/IT), Dr Maximilian Schnebbe (Data Protection) Contact: GSK STOCKMANN Robert Korndörfer Anton-Wilhelm-Amo-Str. 42 10117 Berlin T +49 30 203907 - 93 F +49 30 203907-44 [email protected] Press contact: GSK STOCKMANN Christina Holl Karl-Scharnagl-Ring 8 80539 Munich T +49 89 288174-275 F +49 89 288 174-44 [email protected] GSK Stockmann is a leading independent European corporate law firm. Over 250 professionals advise German and international clients at our locations in Berlin, Frankfurt/M., Hamburg, Heidelberg, Munich, Luxembourg and London. GSK is the law firm of choice for Real Estate and Financial Services. We also have deep-rooted expertise in key sectors including Funds, Capital Markets, Public, Mobility, Energy and Healthcare. For international transactions and projects, we work together with selected reputable law firms abroad. Our advice combines an economic focus with entrepreneurial foresight. That is what is behind: Your perspective. More about us: www.gsk.de

GSK Stockmann advised the Arsipa Group on the acquisition of Betriebsärzte Allgäu, a well-established occupational healthcare provider based in Kempten. This acquisition will expand Arsipa’s presence in one of the strongest economic regions in southern Germany. A GSK Stockmann team led by Berlin partner Robert Korndörfer provided the Arsipa Group with comprehensive legal advice on the merger with Betriebsärzte Allgäu. The merger was carried out as part of an orderly succession plan, with three of the four partner doctors gradually stepping down from their senior management positions. They will, however, continue to work for the company as medical practitioners. The Arsipa Group is a Warburg Pincus portfolio company specialising in occupational medicine, occupational safety, occupational psychology and environmental protection. It has around 750 employees across more than 50 locations in Germany and Austria and provides services to over 20,000 companies. Betriebsärzte Allgäu is a partnership company founded in 2015 and based in Kempten. The team looks after more than 600 companies in the Allgäu region, focusing on occupational medicine while also providing complementary services in specialised areas such as traffic medicine, allergology and holiday/travel medicine. The practice primarily works with companies in the transport, logistics and industrial sectors, as well as with public sector organisations such as the German Armed Forces. Advisers of Arsipa at GSK Stockmann: Robert Korndörfer (lead, Partner, Corporate), Stephan Wachsmuth (Local Partner, Tax), Nicole Deparade (Local Partner, Employment Law), Dr Martin Hossenfelder (Counsel, IP/IT), Clara López Hernando (Senior Associate, Corporate), Katrin Zukovskaja (Associate, Employment Law), Dr Maximilian Schnebbe (Associate, Data Protection) ### Contact: GSK STOCKMANN Robert Korndörfer Anton-Wilhelm-Amo-Str. 42 10117 Berlin T +49 30 203907 - 93 F +49 30 203907-44 [email protected] Press contact: GSK STOCKMANN Christina Holl Karl-Scharnagl-Ring 8 80539 Munich T +49 89 288174-275 F +49 89 288 174-44 [email protected] GSK Stockmann is a leading independent European corporate law firm. Over 250 professionals advise German and international clients at our locations in Berlin, Frankfurt/M., Hamburg, Heidelberg, Munich, Luxembourg and London. GSK is the law firm of choice for Real Estate and Financial Services. We also have deep-rooted expertise in key sectors including Funds, Capital Markets, Public, Mobility, Energy and Healthcare. For international transactions and projects, we work together with selected reputable law firms abroad. Our advice combines an economic focus with entrepreneurial foresight. That is what is behind: Your perspective. More about us: www.gsk.de

On 28 May 2025, the European Commission adopted its EU Startup and Scaleup Strategy (the "Strategy") -  a coordinated EU-level framework designed to support the creation, growth and internationalisation of innovative startups and scaleups. The Strategy sets out 26 legislative, regulatory and financial measures intended to transform Europe into a global leader in tech-driven entrepreneurship. The Strategy in a nutshell Between 2008 and 2021, nearly 30 % of European unicorns relocated outside the EU, and only 8 % of global scaleups are Europe-based. In response, the Strategy focuses on five priority areas: fostering innovation-friendly regulation, improving access to finance, accelerating market uptake, attracting and retaining talent, and ensuring startups can access infrastructure and innovation ecosystems across Europe. Regulatory and structural reforms To address fragmentation within the Single Market, the Commission will propose an optional “28th regime”: a standalone EU-wide corporate legal framework tailored to startups and scaleups. This regime will operate in parallel with national company laws and offer simplified procedures across Member States. It is expected to reduce the cost of failure, streamline legal and tax obligations, and allow for incorporation within 48 hours (Q1 2026). A European Business Wallet will be introduced by Q4 2025. This tool will provide all EU economic operators with a digital identity and a secure way to share verified data and credentials, facilitating cross-border interaction with administrations. The upcoming European Innovation Act (Q1 2026) will create an EU framework for regulatory sandboxes – supervised environments where new products, services or models, can be tested without triggering all regulatory requirements. This may offer fund managers opportunities to support early-stage ventures in sensitive sectors (e.g. fintech, AI, biotech), under some conditions. The Act will also introduce a voluntary Innovation Stress Test. This tool will help Member States assess whether new or revised laws could unintentionally hinder innovation. Further reforms are planned in strategic sectors. The Commission will introduce or revise legislation to reduce regulatory complexity in biotechnology, life sciences, advanced materials and defence (starting 2025). It will also revise the Standardisation Regulation by Q2 2026 to make EU standards more accessible to startups and SMEs. Better finance for startups and scaleups The Strategy confirms that access to late-stage and scaleup capital remains a structural weakness across the EU. To address this, the Commission will support the launch of the Scaleup Europe Fund in 2026. This fund will be structured as a market-based, privately managed and co-financed vehicle. It will focus on direct equity investments in strategic sectors such as deep tech, AI, semiconductors, and biotechnology—areas typically requiring funding rounds above EUR 50 million. These are capital-intensive technologies where EU companies still rely heavily on non-European investors. The Scaleup Europe Fund will complement existing initiatives such as InvestEU and the European Tech Champions Initiative (ETCI), and will be anchored operationally and financially by the European Investment Bank Group (EIB). This initiative seeks to help EU-based scaleups stay and expand within the Single Market. In parallel, the Commission will develop a European Innovation Investment Pact, expected in 2026. Coordinated with the EIB Group and institutional investors (notably pension funds and insurers), the Pact will encourage long-term voluntary commitments to invest in EU venture capital funds, fund-of-funds structures and unlisted scaleups. Its objective is to channel private capital into high-growth sectors and deepen the EU private investment ecosystem. Finally, the Commission will revise the definition of “undertaking in difficulty” under EU State aid rules (Q2 2025), which currently excludes many growth-stage companies—particularly in capital-intensive industries—from public support schemes. The reform aims to enable these companies to benefit from co-investment mechanisms without being mischaracterised as distressed entities. The Commission will report on the implementation of the Strategy by end-2027 and calls on the European Parliament, the Council and Member States to fully support the 26 announced measures. Authors: Evelyn Maher, Partner and Mikail Ceylan, Senior Associate

Gender balanced boards | Luxembourg moves to implement “Women on boards” Directive Mar 31, 2025 - The long-awaited transposition into Luxembourg law of Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies and related measures (the “Directive”) is now on track. Draft law No.8519 setting a quantitative target for gender balance among directors of listed companies (the “Draft Law”) was submitted to the Luxembourg Parliament (Chambre des Députés) on 28 March 2025. For further insights into the Directive, refer to our 2023 Newsletter. This legislative proposal establishes binding requirements to ensure gender balance within the boards of directors of listed companies. It also outlines measures for compliance, reporting, and enforcement. Scope and objectives  The Draft Law shall apply to all companies whose registered office is in Luxembourg and whose shares are admitted to trading on a regulated market in one or more EU Member States. However, in alignment with the Directive, the Draft Law excludes from its scope listed companies that qualify as micro, small, and medium-sized enterprises (“SMEs”). One of the key objectives of the Directive is faithfully mirrored in the Draft Law by introducing a minimum requirement: at least 33% of board positions, both executive and non-executive, must be held by the under-represented gender by 30 June 2026. The Luxembourg angle While largely aligned with the Directive, companies should be aware of several Luxembourg specific elements introduced by the Draft Law: Supervisory authority The CSSF shall be designated as the competent authority, tasked with overseeing compliance, collecting data, and publishing an annual list of companies that meet the target. Procedural adjustments Where companies fall short of the target, they must adapt their director selection procedures. Clear and neutral criteria must be applied and documented during the selection process, with preference given to equally qualified candidates from the under-represented gender—unless objective diversity-related or legal considerations justify otherwise. Candidate rights Candidates involved in the selection process may request access to the evaluation criteria used and any factors that influenced the final appointment decision. Public reporting Companies shall be required to report annually on gender representation. This data must be disclosed to the CSSF, published on their websites, and, where relevant, included in their corporate governance statements. After the Draft Law enters into force, the CSSF will submit a report on its application to the Luxembourg government every two years, starting on 1 December 2025. This report will subsequently be forwarded to the European Commission, as mandated by the Directive. Coordination with equality authorities The gender equality observatory, established under the law of 7 November 2024, will work alongside the CSSF to monitor progress and promote best practices. The Draft Law will enter into force upon its official publication and shall expire on 31 December 2038. Enforcement The CSSF shall be granted robust supervisory and enforcement powers, including the authority to issue warnings and reprimands, to publish public statements identifying non-compliant companies, and to impose administrative fines of up to EUR 250,000; additionally periodic penalty payments may be levied on companies that repeatedly fail to comply with the obligations (up to EUR 1,250 per day; capped at EUR 25,000). What’s Next? As the Draft Law progresses through Luxembourg’s legislative process—its timeline contingent on the speed and degree of consensus among stakeholders—companies which will fall within its scope are encouraged to take proactive steps in anticipation of its entry into force. On this basis, listed companies can already start conducting a gap analysis to evaluate current board gender representation; review and formalize director selection policies, ensuring alignment with the transparency and fairness standards set by the Draft Law; prepare internal processes for reporting obligations and consider developing or refreshing a broader diversity policy. Authors: Nuala Doyle, Partner, Deniz Güneş Türktaş, Senior Associate