RAK INTERNATIONAL CORPORATE CENTRE Government of Ras Al Khaimah, United Arab Emirates April 2019

1. RAK INTERNATIONAL CORPORATE CENTRE Government of Ras Al Khaimah, United Arab Emirates April 2019

2. UNITED ARAB EMIRATES - A WORLD CLASS JURISDICTION Ooo0009lk bxu sddd2 #1 on ease of doing business index-Mena Region # 8 largest oil producer in the world # 11 in the world bank’s annual ease of doing business ranking # 2017 GDP per capita US$40,000 (Same as Germany) #2 in the world government trust index Credit ratings : S&P AA, Moody’s AA2 ( same as Hong Kong, France, UK and South Korea) # 27 Amongst 140 countries in the global competitiveness ranking ( highest in the region: higher than Malta (36), Cyprus (44), Mauritius (49), Panama (64) and Seychelles (74) UAE ranked #2 in the world in terms of signed DTTs and #1 among the Arab nations. Mature banking system ( over 50 national and international banks)

3. compliance and regulations The UAE has been working tirelessly in the past few years to combat money laundering and financing of terrorism, and to eliminate the misuse of tax agreements and tax evasion by signing several international agreements including with the OECD and The Global Forum on Transparency and Exchange of Information for Tax Purposes. These measures include: • Membership of the Middle East and North Africa Financial Action Task Force • FATCA – The UAE signed Model 1 B IGA on 17 June 2015 • the Convention on Mutual Administrative Assistance in Tax Matters, • the Multilateral Competent Authority Agreement to facilitate the automatic exchange of information between the concerned authorities • the agreement on the exchange of Country-by-Country reports (MCAA CbCR). • It also joined the Inclusive Framework on Base Erosion and Profit Shifting (BEPS) by signing the Multilateral Convention (MLI) agreement. The UAE remains firmly committed to its long-standing policy of meeting the highest international standards on taxation, including the OECD’s requirements, and will continue to update its domestic legislative framework in this regard. In furtherance of this commitment, the UAE has shared with the EU a detailed timeline of actions that it is currently implementing in accordance with its sovereign legal process and constitutional requirements.” For all these reasons we believe the UAE will be off the Blacklist sooner rather than later

4. Mauritius and THE UAE Embarking on a new era of economic collaboration • Both countries have signed a Double Tax Avoidance Agreement (DTAA) and an Investment Promotion and Protection Agreement (IPPA) which has resulted in more than USD 10 Billion of investment flows between Mauritius and the UAE structured through the Global Business Sector. • Investment from the UAE into the Mauritian economy represents 4% of total FDI to Mauritius • The main sectors of interest being Real estate, Manufacturing, the Hospitality industry and Business services. • Mauritius can be a strategic partner to UAE companies venturing into Africa & the UAE via RAK ICC can be the gateway into the GCC and the rest of the Arab world

5. Rak international corporate centRE (RAK ICC) RAK International Corporate Centre is a Corporate Registry based in Ras Al Khaimah, UAE and is the 2017 amalgamation of two company registries, RAK IC and RAK Offshore, which have been operating since 2006 in Ras Al Khaimah. RAK International Corporate Centre (RAK ICC) operates in the picturesque Emirate of Ras Al Khaimah, United Arab Emirates. The Emirate is also known as the ‘Rising Emirate’ having gained a reputation for its recent economic growth and emerging business opportunities, including maintaining up to date regulatory and international technical standards as and when these develop RAK ICC a cutting edge, globally, up to date Corporate Centre 100% compliant with new worldwide reporting standards

6. GLOBAL APPEAL - Over 30,000 companieswith Shareholders from over 160 countries United Arab Emirates 7% OVER 30,000 INCORPORATIONS France 6% United Kingdom 9% Italy 4% Pakistan 3% Germany 3% India 12% Canada 2% Russian Federation 2% Lebanon 2% Others (156 Countries) 50%

7. AAA network of qualified agents & SERVICE PROVIDERS with regional & global reach • Regular training is provided to the registered agents staff on relevant matters including updates on compliance, documentation, AML and KYC as per the international standards.

8. WHY RAK ICC? Other Features Legal Features Corporate Features • 100% foreign ownership • One day incorporating process; • No restrictions on number of shareholders; • Corporate Director is permitted • No office requirement; • No attestation required for corporate documents; • Cost efficient registration and renewal fees; • No requirement to file financial accounts • No requirement for minimum capital; • Constitutional documents can be issued in dual languages • Common law regulations with access to DIFC and ADGM courts; • Variety of legal structures and different products available for different usages; • No restriction on capital repatriation; • Migration or Continuance of Existing Corporate Entities from various jurisdictions • Different classes of shares and the ability to register the share pledge • Access to a broad range of UAE Double Tax Treaty network; • Ability to open bank accounts locally and internationally • USD freely available. Local currency pegged to USD

9. RAK ICC PRODUCTS, SERVICES & Uses COMPANY LIMITED BY SHARES HOLDING COMPANIES AND SPVS UNLIMITED COMPANY JOINT VENTURE COMPANIES IP HOLDING COMPANIES COMPANY LIMITED BY GUARANTEE SEGREATED PORTFOLIO COMPANY TRADING/INVOICING COMPANIES AND IBCS RESTRICTED PURPOSES COMPANY FAMILY OFFICE STRUCTURES TRANSFER OF DOMICILE PE & FUND STRUCTURES REGISTER WILLS AT RAK ICC

10. Structured solutions - Substance & More PARENT COMPANY / INVESTOR RAK ICC Holdco BENEFITS RAKEZ Subsidiary OpCo RAK ICC PREMIUM PRODUCT: Premium Product is a collaboration between RAK ICC and Ras Al Khaimah Economic Zone (RAKEZ) that allows offshore companies registered with RAK ICC to carry out activities onshore by establishing a subsidiary at RAKEZ.

11. Special purpose vehicles (SPVs) PARENT COMPANY / INVESTOR (Mauritius) RAK ICC SPV BENEFITS Loan agreement Lender / Bank Share Pledge agreement Financing SPVs are corporate vehicles with several attractive features established for the purpose of various usages mainly for securitization and isolating financial and legal risk by ring-fencing assets and liabilities. SPVs can be established as subsidiaries, project or joint venture vehicles to ensure that only those assets related to a transaction are exposed to the liabilities associated with that transaction. As the key feature of an SPV is its separate legal personality, claims by the SPV’s creditors cannot attach to the assets of the SPV’s shareholders or any of its sister companies.

12. Private Clients solution Foundation / Private Client (Mauritius) A family office is an entity (or multiple entities) established by a wealthy family to manage its wealth and, in some cases, to provide family members with services such as tax and estate planning services and legal services. Family offices may also include a philanthropic arm for supporting the family’s charitable, social and educational interests RAK ICC Family Office SPV Family Beneficiaries BENEFITS Real estate Listed equity Operating Co

13. Segregated Portfolio Company A Segregated Portfolio Company (or SPC), sometimes referred to as a protected cell company, is a company which segregates the assets and liabilities of different classes (or sometimes series) of shares from each other and from the general assets of the SPC. Segregated Portfolio assets comprise assets representing share capital, retained earnings, capital reserves, share premiums and all other assets attributable to or held within the Segregated Portfolio. Possible to structure a joint solution between Mauritius and UAE BENEFITS

14. passive holding companies RAK ICC Passive holding company can be used to ring-fence investments, public and private equity stakes and other assets ILLUSTRATION OF THE USAGE OF PASSIVE HOLDING COMPANIES Publicly traded bonds Owns a passive holding company in RAK ICC RAK ICC HOLDCO Listed equities PARENT COMPANY / INVESTOR Non-controlling equity stake in private UAE or int’l business MAIN BENEFITS TO CLIENTS • Provide an effective structure for ease of ownership transfer across different shareholders (sales of business & inheritance planning) • Security for finance based on corporate valuation based on underlying asset holdings • Offer an operating structure for pooling of assets for management and reporting purposes • Maintain privacy of wealth

15. active holding company- attractive for a range of purposes (EXAMPLES OF USE CASES) MANUFACTURER USES STRUCTURE TO MANAGE ASSETS MANUFACTURER SETS UP REGIONAL TREASURY FUNCTION JV PARTNERS ESTABLISH HOLDCO TO ACCESS INDEPENDENT DIFC COURTS Parent company trading/sourcing/owning assets PARENT COMPANY CHINA Sets up joint venture Owns a Financing Company Owns a Holding Company in RAK ICC INVESTOR IN RUSSIA INVESTOR IN EGYPT RAK ICC FREEZONE FINCO RAK ICC FREEZONE HOLDCO RAK ICC FREEZONE HOLDCO For investment in other countries KUWAIT COMPANY BAHRAIN COMPANY EGYPT COMPANY $ $ $ Subsidiaries in Egypt Asset in Oman Projects in South Africa Sales in ME Raw material in Philippines Factory in Bahrain Factory in Egypt Oil refinery in Kuwait • Gateway for expanding ME business, with physical and cultural proximity • Effective operating structure for management and reporting purposes • Ease of ownership of assets across countries, especially those facing asset transfer restrictions due to political sensitivity • Ease of ownership transfer • Certainty and clarity of legal system • Swifter and more efficient resolutions to court proceedings – less prone to bribery and lengthy processes • General preference for Common Law systems over Sharia Law for conducting business • Cultural and physical proximity • Redeploy cash, improve treasury efficiency and manage financial risk • Enable financial due diligence for local deals • Facilitate foreign currencies payments especially for clients from countries with foreign exchange restrictions • Exemption from custom duties on trades

16. ACTIVE HOLDING STRUCTURES INTERNATIONAL TRADING AND PROCUREMENT COMPANIES MANAGE SOURCING IN THE REGION E-COMMERCE COMPANY CONDUCTS BUSINESSES INTERNATIONALLY INTERNATIONAL DIGITAL SERVICE PROVIDER SETS UP REGIONAL HUB Suppliers Owns car componentsproduction units MULTIPLE COUNTRIES GERMANY Staff work for INDIA Owns a trading company $ $ Sets up distribution unit Purchase from RAK ICC FZ / trading company RAK ICC FZ / trading company RAK ICC FZ / trading company Digital service provider RAK ICC RAK ICC RAK ICC Sell via intermediary1 OTHER MIDDLE EASTERN COUNTRIES Sell via intemediary1 OTHER COUNTRIES DISTRIBUTORS / CUSTOMERS Clients in Kuwait Clients in UAE Freelancer.com $ $ $ $ $ $ $ $ $ Libya UAE Egypt Aluminium in UAE Steel in India Petroleum in Saudi Arabia • Simplicity of management • Leverage scale to lower cost • Use UAE as part of supply chain to complete trade route • Tax optimisation opportunities • Higher level of control and oversight over distribution compared to using distributors • Use UAE as part of supply chain to complete trade route • Tax optimisation opportunities • Physical access to regional market and closeness of time zone with major Asian and European markets • Low cost of living • Tax optimisation opportunities

17. THE UAE Double Tax Treaty Network (DTTs) The UAE Ministry of Finance has taken important steps in this direction and has signed as many as 210 tax agreements to date (including 123 agreements to avoid double taxation and 87 agreements to protect and promote investment). Strategy&analysis,TaxNotesdatabaseofin-forcetreatiesasat31August2018,subjecttochange.

18. Comparison of standard corporate tax rates 1 1) Oil and gas exploration companies and branches of foreign banks are subject to corporate income tax 2) Official rate is 35% but the effective rate is 5% due to the imputation system 3) First HKD2m taxed at 8.25% and any profits above that taxed at standard 16.5% rate-Source based as opposed to world-wide basis of taxation 4) Interest income derived from debt instruments with a maturity period of <7 years is taxed at 8.25%; interest income with a maturity period of 7 years or longer is tax-exempt 5) Different exemptions levels (e.g. up to 100% for the first SGD 100,000 of taxable income) are put in place for new businesses and start-ups 6) As at January 2019- GBC2 Companies have been abolished. GBC1 Companies have been replaced by authorized companies. Companies are taxed at 15% less an 80% credit- subject to approved substance requirements. 7) Interest income received from abroad by a company resident in Mauritius (Domestic) is subject to 15% tax rate. Interest income received from abroad by a GBC1 company is subject to tax at an effective rate of 3%. With effect from 1 January 2019, the deemed FTC regime available to GBC1 companies has now been abolished and foreign-source interest income not allowed as a deduction in the source country will qualify for an 80% partial exemption on the gross amount received, subject to substance rules 8) The rate for Seychelles resident companies is 25 / 30%, but International Business Companies (“IBCs”) are exempted from corporate tax 9) Dividend income received from abroad by a company resident in Mauritius (Domestic) is subject to 15% tax rate. Dividend income received from abroad by a GBC1 company is subject to tax at an effective rate of 3%. With effect from 1 January 2019, the deemed FTC regime available to GBC1 companies has now been abolished and foreign-source dividends not allowed as a deduction in the source country will qualify for an 80% partial exemption on the gross amount received, subject to substance rules 10) Standard capital gains tax is 20% but company shares are exempt, unless there is Cyprus residential property in the structure 11) 0% for passive interest and 35% for active interest income (effectively 0-10%) 12) 0% capital gains tax. Certain transactions are taxed as corporate in tax instead of capital gains, such as any gains derived from the sale of shares held for less than six months 13) Dividends and Capital gains are subject to corporation tax in Malta; however, due to the Participation Exemption the effective tax rate is 0%. Dividends and Capital Gains are subject to income tax (at normal rates of corporate income tax of 35%). Source: PwC Tax Summaries, EY, Deloitte, PKF

19. Comparison of investment protection through Bilateral Investment Treaties (BITs) 2 1) Seychelles signed BIT’s have not been put in force for many years (Egypt – Signed 2002, China – Signed 2007, India – Signed 2010) 2) *Y indicates the BIT has been signed but is not yet in force 3) Investor protection offered under the Treaty on functioning of the European Union; No BITs in place Source: Investment Policy Hub (UNCTAD)

20. Comparison of investment protection through Bilateral Investment Treaties (BITs) 2 *Y indicates the BIT has been signed butis not yet in force Investor protection offered under the Treaty on functioning of the European Union; No BITs inplace Source: Investment Policy Hub(UNCTAD)

21. RE-DOMICILIATION Opportunities REASONS FOR REDOMICILIATION Traditional Offshore jurisdictions are under pressure (competition ,regulatory issues & Substance). Finding a valuable alternative to jurisdictions traditionally labelled as “offshore center” facing extreme scrutiny internationally Evolving client priorities are driving a shift from traditional offshore centres to high quality well-regulated mid-shore and onshore centres. Companies are increasingly concerned with the reputational risks associated with the choice of jurisdiction.

22. REDOMICILIATION TO UAE ADVANTAGES: • Additional viable option for Mauritius GBCs; Win-Win solution • zero tax jurisdiction with extensive network of tax treaties • full repatriation of capital and profit • recognized financial hub presence of internationally recognized financial legal and tax services providers • world class infrastructure facilities and connectivity • primary hub and platform to access international business • high quality of life • political stability and liberal business environment • wide range of corporate vehicles and regimes REQUIREMENTS AND STEPS Step 1: Obtain the consent letter from the Registrar of the foreign registry consenting the continuation and your registered agents Step 2: Submit the requirement documents and KYC information to RAK ICC Registry for review and approval Step 3: Obtain your certificate of continuation with 5 working days with NO publication required WHO CHOSE RAK ICC FOR REDOM Our Registered Agents and Business Partners have successfully competed many Redomiciliations of companies from various jurisdictions in the past few months

23. why RAK INTERNATIONAL CORPORATE CENTRE? • Well established corporate registry based in a strong recognized reputable jurisdiction operating in full compliance with international standards and best practices • Independent courts with common law judges for enforcement and matters of dispute. DIFC Wills are registered and enforced for asset protection and succession planning • Access to a large DTT network including a wide range of Bi-Lateral Investment Treaties. Three-year (2019-2021) extension of the MoU between the UAE and the Organisation for Economic Cooperation and Development (OECD) has been signed in March 2019 • Flexibility and no exclusion from dealing with other Off-Shore jurisdictions to create a more substantive product in need • Simple registration process with international corporate features and availability of various corporate structures • Residency Options; ZERO corporate and Individual Taxes • International and UAE Bank accounts available

24. THANK YOU RAK International Corporate Centre - Government of Ras Al Khaimah Ras Al Khaimah, United Arab Emirates, info@rakicc.com, www.rakicc.com