MAURITIUS: THE KEY TO INVESTMENTS IN ASIA & AFRICA

1. MAURITIUS: THE KEY TO INVESTMENTS IN ASIA & AFRICA AfsarEbrahim Partner: BDO (Mauritius) Offshore Sector : The Mauritian Experience

2. Mauritius: On-shore Platform where Asia meets Africa Facing the Challenges of Doing Business in Africa

3. Facing the Challenges of Doing Business in Africa

4. Why Mauritius? • Political stability and a good legal framework • Ultimate Court of Appeal is the Privy Council in the UK • Excellent telecommunication network • Well educated multilingual labour force (English and French) with a population of 1.2 million • No exchange control • Favourable time zone for Europe and Asia Facing the Challenges of Doing Business in Africa

5. Mauritius International Financial Centre Expertise in Global Business Key Service Providers Pool of Qualified Professionals Competitive Edge Ethics and Corporate Governance Confidentiality Regulatory Framework Communication Network Business Friendly Environment Competitive Operation Cost Wide Range of Financial Products / Services Facing the Challenges of Doing Business in Africa

6. Mauritius: Home of the Free. #1 in the RegionNot a Tax Heaven but a Tropical Paradise “Taxation is competitive and efficient. The economy is increasingly diversified with significant private-sector activity in sugar, tourism, economic processing zones, and financial services, particularly in offshore enterprises.” Wall Street Journal and Heritage Foundation, 2010 Index survey Facing the Challenges of Doing Business in Africa

7. Mauritius International Financial Services Centre INDIA: It started here. Bit it’s much more than that now • Approximately 77% of outbound investment from Mauritius goes into Asian countries • No. 1 FDI contributor in India • In 2011, nearly 44% FDI inflows routed through Mauritius platform • Increased Trade flows/business from India to Africa through Mauritius Facing the Challenges of Doing Business in Africa

8. Our Banking Institutions Facing the Challenges of Doing Business in Africa

9. Trading Platform The Stock Exchange of Mauritius (SEM) is recognised by Her Majesty’s Revenue and Customs of the United Kingdom and the ability to list, trade and settle products in USD, Euro and GBP. Global Board of Trade (GBOT), the first international multi-asset exchange from Mauritius, enhances the economic space for players looking beyond the shores of Mauritius with sophisticated mechanisms for hedging and risk mitigation tools for trading in commodity and currency derivatives. GBOT has been achieving T+1 settlement. Facing the Challenges of Doing Business in Africa

10. Legal System • Written Constitution based on the doctrine of separation of Powers • Ultimate Court of Appeal is the Privy Council in the UK • Hybrid Legal system based on French and English Laws • Ratified the New York Convention on the Enforcement of foreign Arbitral Awards Facing the Challenges of Doing Business in Africa

11. Legal Framework • Business & Corporate Laws • Companies Act 2001 • Trusts Act 2001 • Protected Cell Act 2000 • Banking, Insurance and Securities Laws • Stock Exchange Act 1988 • Banking Act 2004 • Securities Act 2005 • Fiscal Laws • Income Tax 1995 • VAT Act 1998 • Procedural and Administrative Laws • Financial Services Development Act 2001 • Financial Reporting Act 2005 • Insurance Act 2005 • Criminal and Money Laundering • Financial Intelligence and Anti money Laundering Act 2002 • Prevention of Corruption Act 2002 • Prevention of Terrorism Act 2002 Facing the Challenges of Doing Business in Africa

12. Anti-Money Laundering Protection • Not on any OECD Black List • FSAP report by the IMF and World Bank positive on Mauritius • Up to date laws and regulation on Anti-Money Laundering Facing the Challenges of Doing Business in Africa

13. Regulators • Bank of Mauritius regulates all banking activities • Financial Services Commission (FSC) regulates all non-banking financial activities such as Insurance, the Stock Exchange and Global Business Facing the Challenges of Doing Business in Africa

14. Treaty Network: 35 DTAAs in force (*7 Treaties awaiting ratification) • Europe • Belgium • Cyprus • Croatia • France • Germany • Italy • Luxembourg • Sweden • UK • Russia* • Asia • China • India • Malaysia • Nepal • Pakistan • Singapore • Sri Lanka • Thaïland • Bangladesh • Vietnam* • Middle East • Kuwait • Oman • United ArabEmirates • Qatar* • Caribbean region • Barbados • Africa • Botswana • Lesotho • Madagascar • Mozambique • Namibia • Rwanda • Senegal • Seychelles • South Africa • Swaziland • Tunisia • Uganda • Zimbabwe • Malawi* • Nigeria* • Zambia*

15. Investment Promotion and Protection Agreements (IPPAs) • IPPAs are bilateral agreements between governments to promote Mauritian investment overseas • It act as a mainstay in investment whilst curbing the level of risk between countries • Mauritius has concluded 36 IPPAs worldwide; 22 are currently in force among which eminent African countries (South Africa) • IPPAs help Mauritius enhance its doing business environment and position Mauritian Investment on the international arena Facing the Challenges of Doing Business in Africa

16. Global Business – Legal Entities Global Business – Legal Entities Facing the Challenges of Doing Business in Africa

17. Global Business – Legal Entities Facing the Challenges of Doing Business in Africa

18. USES OF A MAURITIAN OFFSHORE COMPANY • Provides control and coordination of a group of international subsidiaries • Provides an advantageous entry and exit point • Holds patents and facilitation of exploitation through (sub) license • Grants loans to group companies as a (intermediate) finance company • Provides a vehicle for securitization and captive insurance purposes • Provides a vehicle for cross border insurance • Acts as a holding and trading company • Provides an advantageous entry and exit point for investments in Asia and Africa Facing the Challenges of Doing Business in Africa

19. Global Business – Use of GBC’s 1 • Servicing international clients: • Financial Advisers • Asset Managers • Investment Brokers • Investment Dealers • Insurance Brokers • Pension Scheme Managers • Pension Scheme Administrators • No limitation on activities • Range of activitiesinclude: • Investment Holding • Fund Management / Collective Investment • Scheme • Consultancy Services, Employment Services • Logistics and Marketing • Aircraft Leasing and Financing • Shipping and Ship Management • Licensing and Franchising • Pension Funds • Insurance • Legal / Tax Services Facing the Challenges of Doing Business in Africa

20. GBL 1 Companies • GBC 1 companies tax resident in Mauritius • Have access to DTA network • Financial statements in accordance with IFRS or internationally accounting standards • Financial statements need to filed within six months of the financial year • No par value shares are permitted • There are no restrictions on the amount of share capital Facing the Challenges of Doing Business in Africa

21. Taxation of GBL 1 Companies • Resident based taxation • Tax at the nominal rate of 15% • No capital gains tax in Mauritius • No thin capitalisation rules Facing the Challenges of Doing Business in Africa

22. Tax Credit System • Deemed Foreign Tax credit of 80%, resulting in an effective rate of 3% • Foreign tax credit for taxes paid on foreign source income Facing the Challenges of Doing Business in Africa

23. Tax residence – Control and Management • The Company shall at all times have at least two Directors resident in Mauritius. The resident directors shall be of appropriate calibre who can exercise independence of mind and judgement • All meetings of the Board of Directors shall be held, chaired and minuted in Mauritius • The Company shall at all times keep all its accounting records at its registered office in Mauritius • The Company shall ensure that all its banking transactions are channelled through a bank account Facing the Challenges of Doing Business in Africa

24. Enhancing Substance in Mauritius • One physical board meeting per year • Majority of directors based in Mauritius • Foreign Directors • Telephonic board meetings and written resolution • Casting vote of Chairman • Substance office with dedicated telephone and fax lines Facing the Challenges of Doing Business in Africa

25. Tax Residence Certificate • Issued on an annual basis with payment of Global Business License • Effective date • Country specific • Non-compliance with local laws and regulation Facing the Challenges of Doing Business in Africa

26. Master-Feeder Structure US Taxable Investor US Exempt + non US investors Delaware Feeder Cayman Feeder No dividend WHT No dividend WHT Cayman Master 0% tax No dividend WHT Capital gains on sale of shares: tax exempt Mauritius GBL 1 Dividends: 3% or lower Indian SPV PE / RE Treaty:Mauritius/India Facing the Challenges of Doing Business in Africa

27. The Global Business Company Category 2 (‘GBC 2’) • GBC 2 companies are regulated by the Companies Act 2001 • It enjoys a very flexible regime and is regulated by the Financial Services Commission (FSC) • Used mainly for Investment holding and International trading Facing the Challenges of Doing Business in Africa

28. Important Features of GBC2s (I) • GBC 2 companies are exempt from income tax • No withholding tax on outward remittances • No requirements for audited accounts and annual returns • No par value shares are permitted • There are no restrictions on the amount of share capital Facing the Challenges of Doing Business in Africa

29. Important Features of GBC2s (II) • The company must have a local registered agent • The company may have only one shareholder and one director • Corporate directors are permissible • No exchange control requirements Facing the Challenges of Doing Business in Africa

30. Important Features of GBC2s (III) • Limited life companies are permissible • Continuation of a foreign company is allowed • The GBC 2 does not have access to Double Taxation Treaties • Nominee shareholders are permissible • Information on GBC2s not available to the public Facing the Challenges of Doing Business in Africa

31. Destination Banking – Buying Property in Mauritius • Non-nationals allowed to acquire residential property in Mauritius under special schemes - Integrated Resort Scheme (IRS) and the Real Estate Scheme (RES) • IRS offered at USD 1M minimum with acquirer automatically granted residence permit • RES has no minimum price but it does not confer automatic permanent residency but can apply for residency through an Occupation Permit or Residence permit if investment is above USD500k Facing the Challenges of Doing Business in Africa

32. Destination Banking – Buying Property in MauritiusProposed Company Structure for Villas Owner Capital contribution in insurance policy Loan Seychelles Trust or Company Loan MauritianCompany Facing the Challenges of Doing Business in Africa

33. THANK YOU Facing the Challenges of Doing Business in Africa