Benefits of Making Business in Netherlands | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN THE NETHERLANDS 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 THE NETHERLANDS WWW.MERGERSCORP.COM

4. Country Overview The Netherlands, a country located in Northwest Europe, is bordered by the North Sea to the north and west, Belgium to the south, and Germany to the east. The Netherlands is divided into 12 provinces, with Amsterdam as the capital. The official currency of Netherlands is the euro (EUR). A parliamentary democracy under a constitutional monarch, the kingdom includes its former colonies in the Lesser Antilles: Aruba, Bonaire, Curaçao, Saba, Sint Eustatius, and Sint Maarten. The capital is Amsterdam and the seat of government The Hague. The Netherlands is bounded by the North Sea to the north and west, Germany to the east, and Belgium to the south. .

5. Executive Summary The language in the whole of the country is Dutch, sometimes referred to as Netherlandic, a Germanic language that is also spoken by the inhabitants of northern Belgium (where it is called Flemish). The Netherlands has a market economy, but the state traditionally has been a significant participant in such fields as transportation, resource extraction, and heavy industry. The country’s agricultural land is divided into grassland, arable farmland, and horticultural land The Netherlands is a founding member of the International Bank for Reconstruction and Development — the World Bank

6. Introduction – Doing business in The Netherlands Netherlands is ranked 42 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Netherlands deteriorated to 42 in 2019 from 36 in 2018. The Netherlands is one of the most open economies in the world. It offers an outstanding infrastructure –including Europe’s largest port –, a competitive business climate and a strong treaty network. The Dutch tax system features several tax incentives to stimulate innovation and business activities. With an open innovation approach and well organised public- private partnerships, there are also endless opportunities for companies looking to innovate and expand. A solid workforce and an international business environment add to the dynamic corporate conditions on offer in The Netherlands,

7. Conducting business in The Netherlands There are several forms of doing business in The Netherlands: •Sole Proprietorship firms •Partnership Firms •Private Limited Company •Public Limited Company •Branch office •Cooperative When you start your own company, you must register in the Dutch company register: the Netherlands Chamber of Commerce Commercial Register (Handelsregister). In many cases, you won't need a separate registration with the Tax and Customs Administration. The (non-recurring) registration fee is 50 Euros.

8. Taxation in The Netherlands The Ministry of Finance (Ministerie van Financiën) works on the national tax legislation. The Dutch Tax Administration (Belastingdienst), which is part of the Ministry of Finance, levies and collects the taxes. The standard Corporate Income Tax rate currently stands at 25%. There are two taxable income brackets. A lower rate of 16,5% (19% in 2019) applies to the first income bracket, which consists of taxable income up to EUR 200,000. The standard rate applies to the excess of the taxable income. The main VAT rate is 21%. The reduced 9% VAT rate is applicable on certain prime necessities, on certain energy-saving insulation activities on houses and from 2020 also on certain e-publications. The special 0% VAT rate is applicable mainly to intra-EU supplies, export, imports stored in bonded warehouses, services rendered in connection with the above, and certain other services.

9. Trade The Netherlands is the 8th largest export economy in the world and the 18th most complex economy according to the Economic Complexity Index (ECI). In 2017, the Netherlands exported $461B and imported $485B, resulting in a negative trade balance of $23.4B. In 2017 the GDP of the Netherlands was $826B and its GDP per capita was $52.5k. The top exports of the Netherlands are Refined Petroleum ($37.2B), Broadcasting Equipment($15.1B), Crude Petroleum ($14.9B), Human or Animal Blood and Vaccines ($13.2B) and Packaged Medicaments ($12.9B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Crude Petroleum ($36.4B), Refined Petroleum ($33.1B), Broadcasting Equipment($17.8B), Office Machine Parts ($15.9B) and Computers ($11B).

10. Banking in The Netherlands The banking system of the Netherlands includes the central bank as a major financial institution in the country and numerous commercial, mortgage, savings and other banks. The functions of the central bank performs the Bank of the Netherlands (De Nederlandsche Bank) founded in 1814, whose headquarters are in Amsterdam. It acts as a state-owned bank, as a lender and ―bankers’ bank‖. The Bank of the Netherlands ensures fiscal and operational supervision over the officially registered financial institutions. Fiscal supervision includes monitoring compliance with the liquidity and solvency of credit institutions prescribed level and licensing agencies after their foundation. The Central Bank has the authority to license foreign exchange transactions, but in fact he communicated the functions of commercial banks. The central bank act as intermediary in international payments, it also oversees the issuance of securities

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