Benefits of Making Business in Ireland | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN IRELAND WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN IRELAND WWW.MERGERSCORP.COM

4. Country Overview The island of Ireland is situated in Northwest Europe and is approximately 20 kilometers from Great Britain at its nearest point. The total area of the island is 84,421 square kilometers of which Northern Ireland (politically part of the United Kingdom) comprises 14,139 square kilometers, with the remainder constituting an independent parliamentary democracy called Ireland. Ireland has a population of approximately 4.635 million people, with the greatest concentration being on the east and south coasts. The capital of Ireland is Dublin, a populous and affluent city whose metropolitan area is home to more than one-fourth of the country’s total population. Its official languages are Irish and English. Business is conducted in English, and the currency is the euro (EUR). Ireland is one of the 27 Member States of the EU.

5. Executive Summary Ireland is a parliamentary democracy. The basic law of the country is contained in the Constitution of Ireland, adopted in 1937 and amended on a number of occasions since then by public referenda. The political environment is stable and has, over recent decades, been dominated by parties of a centre or a centre right persuasion. Ireland is a member of the European Union (EU) and is also a member of most major international organisations, The climate is temperate; average temperatures 15 C and 5 C. Until 2002 the currency was the punt, IR£, which was a member of the European Monetary System since it began; Ireland then adopted the euro, which began to be used on the street in 2002. Its introduction was smooth.

6. Introduction – Doing business in Ireland Ireland is ranked 24 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Ireland deteriorated to 24 in 2019 from 23 in 2018. Ireland has undertaken a significant programme of investment in communications and technology infrastructure, third-level institution linkages, property developments and transportation networks to drive the growth of industry hot spots throughout Ireland. Over 1,150 international companies have operations in Ireland. These companies are involved in a wide range of activities and sectors including technology, pharmaceuticals, biosciences, financial services and manufacturing.

7. Conducting business in Ireland The main business structures followed in Ireland are : •Private Limited Company •Public Limited Company •Partnership •Sole Proprietorship To register your company and receive your Certificate of Incorporation your filing in Ireland should include: -Your bylaws -A list of directors and employees -Details on your share capital -Your registered office -A description of your business activities

8. Taxation in Ireland In Ireland, you'll be taxed through the PAYE (Pay As You Earn) system. The first part of your income up to a certain amount is taxed at 20% – this is known as the Standard Rate. The remainder of your income is taxed at 40% and known as the Higher Rate. Ireland has a corporate tax rate of just 12.5% and the tax regime complies fully with OECD guidelines and EU competition law. Ireland's standard VAT rate is currently 23%. Under the EU legal framework Member States can apply a minimum tax rate of 15% to most supplies of goods and services.

9. Trade Ireland is the 29th largest export economy in the world and the 13th most complex economy according to the Economic Complexity Index (ECI). In 2017, Ireland exported $159B and imported $84B, resulting in a positive trade balance of $75.2B. In 2017 the GDP of Ireland was $333B and its GDP per capita was $75.6k. The top exports of Ireland are Packaged Medicaments ($27.5B), Human or Animal Blood and Vaccines ($25.3B), Nitrogen Heterocyclic Compounds($13.6B), Scented Mixtures ($8.06B) and Integrated Circuits($7.38B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Planes, Helicopters, and/or Spacecraft ($13.5B), Human or Animal Blood and Vaccines($4.94B), Packaged Medicaments($3.04B), Cars ($2.66B) and Computers ($2.31B).

10. Banking in Ireland The role of the Central Bank of Ireland (CBI) traditionally has been similar to that of central banks in other developed countries. The CBI is responsible for both central banking and financial regulation; and since 1998 in discharging its function as part of the European System of Central Banks in the Eurozone. A new CBI structure formed in 2010 which replaced the three previously related entities, the Central Bank and the Financial Services Authority of Ireland and the Financial Regulator. The CBI is responsible for the stability of Ireland’s financial system and for ensuring proper and effective regulation of financial institutions and markets. It oversees and regulates Ireland’s domestic banks; and international and investment banking operations located within the International Financial Services Center (IFSC). .

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com