Benefits of Making Business in Austria_ Buy & Sell Business

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

4. Country Overview Austria, officially the Republic of Austria, is a land-locked East Alpine country in the south part of Central Europe. It is composed of nine federated states, one of which is Vienna, Austria's capital and its largest city. Austria is a landlocked country of approximately 8.7 million inhabitants in Central Europe. It is bordered by the Czech Republic and Germany to the north, Slovakia and Hungary to the east, Slovenia and Italy to the south, and Switzerland and Liechtenstein to the west. The territory of Austria covers 83,878 square kilometres (32,385 sq mi) and has a temperate and alpine climate.

5. Executive Summary The Republic of Austria is a parliamentary democracy with constitutional power shared between a popularly elected president and a bicameral parliament (Federal Assembly), in which the members of one house are directly elected and the other named by the constituent states. In practice the multiparty parliament and the coalition government it elects exercise most day-to-day governmental powers.

6. Introduction – Doing business in Austria Austria is ranked 26 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Austria deteriorated to 26 in 2018 from 22 in 2017. Ease of Doing Business in Austria averaged 25.18 from 2008 until 2018, reaching an all time high of 32 in 2011 and a record low of 18 in 2015.

7. Conducting business in Austria Austria is one of Europe’s smaller countries, but also one of the richest and most stable in the EU. The various types of business entities are : • sole proprietorship. • corporations: limited liability company (GmbH) joint stock corporation (AG) societas Europaea (SE) ... • partnerships: general partnership (Offene Gesellschaft) limited partnership (Kommanditgesellschaft)

8. Taxation in Austria Persons, who have residence or habitual residence in Austria are subject to unlimited taxation. Unlimited because all of the income (inside or outside Austria) has to be taxed. The highest marginal tax rate is 55% for people, whose yearly income exceeds 1 000 000 €. The tax is paid monthly. Along with social insurance contributions, income tax is deducted from employees’ wages or salaries at source and is transferred to the competent authority by the employer. Income tax on employment is also called earnings tax. The tax withheld is a prepayment on the annual tax due, which is only finally settled with the annual tax assessment corresponding to the taxpayer’s declaration.

9. Trade Austria is the 30th largest export economy in the world and the 10th most complex economy according to the Economic Complexity Index (ECI). In 2017, Austria exported $148B and imported $162B, resulting in a negative trade balance of $14.1B. In 2017 the GDP of Austria was $416B and its GDP per capita was $52.4k. The top exports of Austria are Packaged Medicaments ($5.47B), Vehicle Parts ($5.4B), Cars ($4.44B), Human or Animal Blood and Vaccines ($3.51B) and Flavored Water ($2.62B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Cars ($10B), Vehicle Parts ($4.78B), Refined Petroleum ($3.84B), Hormones ($3.73B) and Packaged Medicaments ($3.12B).

10. Banking in Austria Austria is a member of the European Monetary Union and uses the euro as its only legal tender. The Austrian banking system is well developed, with worldwide correspondent relations, as well as offices and branches in the United States and other major financial centers. Austrian banks also have significant networks in Central, Eastern, and Southeastern Europe, as well as Russia and former Soviet Union countries. U.S. financial institutions operating in Austria include: American Express, Citibank, and Western Union.

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