Benefits of Making Business in Fiji | Buy & Sell Business

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

4. Country Overview Fiji, a country in the South Pacific, is an archipelago of more than 300 islands. It's famed for rugged landscapes, palm-lined beaches and coral reefs with clear lagoons. Its major islands, Viti Levu and Vanua Levu, contain most of the population. Viti Levu is home to the capital, Suva, a port city with British colonial architecture. The Fiji Museum, in the Victorian-era Thurston Gardens, has ethnographic exhibits. Located in the continent of Oceania, Fiji covers 18,274 square kilometers of land, making it the 158th largest nation in terms of land area. Fiji became an independent state in 1970, after gaining its sovereignty from The United Kingdom. The population of Fiji is 890,057 (2012) and the nation has a density of 49 people per square kilometer. The currency of Fiji is the Fiji Dollar (FJD). As well, the people of Fiji are refered to as Fijian.The dialing code for the country is 679 and the top level internet domain for Fijian sites is .fj. Fiji does not share land borders with any countries.

5. Executive Summary Fiji in the South Pacific Ocean about 3,000 km east of Australia and 2,000 km north of New Zealand. Fiji has a population of about 870,000 people (in 2015), almost three-quarters of the population live on the island of Viti Levu where also the country's capital Suva is located. Spoken languages are English (official), iTaukei (Fijian) and Fiji Hindi. As of 1 January 2019, the population of Fiji was estimated to be 915,696 people. Fiji comprises of approximately 330 islands, about one - third are inhabited. Strategically located in the heart of the South Pacific region, Fiji offers a location for investors intending to set up operations for regional and international markets. Fiji boasts an environment of pristine beauty. Located at the crossroads of the Pacific, Fiji has a mix of cultures of Fijian, Indian, Chinese, South Sea Islanders, and Europeans. Fiji has two major islands, Viti Levu and Vanua Levu, with its capital city, Suva, situated in Viti Levu. The official languages of Fiji are English, Fijian, and Fiji Hindi. The local currency is the Fijian dollar (FJD).

6. Introduction – Doing business in Fiji Fiji’s main competitive advantages are its tropical climate, accessibility to Australian and New Zealand markets, and good literacy and competence in English. Fiji’s infrastructure and international connectivity are reasonably good. Expats doing business in Fiji are likely to take some time getting used to certain aspects of the local business culture. The sooner expats adjust to the changes, the easier assimilation will be. Fijians are friendly, hospitable people and often go the extra mile to make expats feel welcome. Expect to be invited for dinner at a colleague's home and do accept the offer but remember to take a gift it will certainly be appreciated.

7. Conducting business in Fiji Fiji has a small but sustainable economy, capable of delivering good investment outcomes in the primary industry, tourism, manufacturing and services sectors. Fiji welcomes foreign investment. Prior to the commencement of the business, a foreign investor will be expected to apply for and obtain approval from the following agencies: Reservation of Business name from Registrar of Companies, Investment Fiji for Foreign Investment Registration (FIRC), Department of Immigration for work permits, Registrar of Companies Office for the registration of the business, Fiji Revenue & Customs Authority for the registration of Tax and Vat, Reserve Bank of Fiji for the issue of capital, Local town/city councils for business license to operate in the respective area, Fiji National Provident Fund for registration of the workers.

8. Taxation in Fiji Resident individuals are liable to tax on taxable income accruing in or derived from Fiji or elsewhere. Non-residents are liable to tax only on taxable income accruing in or derived from Fiji. Pensions received by non-resident pensioners from a Fiji source will not be taxed. When a non-Fiji citizen is in Fiji mainly for employment purposes under a contract of employment of not more than three years, income other than employment income is not subject to tax in Fiji if it is not derived from or does not accrue in Fiji. Income tax is assessed on taxable (chargeable) income. Where the taxable income of a resident exceeds FJD 50,000, income tax is FJD 3,600 plus 20% in excess of FJD 50,000. In the case of non-residents, income tax is 20% of the taxable income. In addition to income tax, social responsibility tax (SRT) and environment and climate adaptation levy (ECAL) are imposed on chargeable income.

9. Trade Fiji is the 147th largest export economy in the world. In 2017, Fiji exported $950M and imported $2.44B, resulting in a negative trade balance of $1.49B. In 2017 the GDP of Fiji was $5.06B and its GDP per capita was $9.6k. The top exports of Fiji are Water ($148M), Raw Sugar ($106M), Non-fillet Frozen Fish ($81.5M), Processed Fish ($68.7M) and Gold ($57.9M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($405M), Cars ($64.3M), Non-fillet Frozen Fish ($64.3M), Delivery Trucks ($64.2M) and Wheat ($44.1M). The top export destinations of Fiji are the United States ($266M), Australia ($164M), New Zealand($57.2M), Japan ($48.8M) and China ($40.3M). The top import origins are Singapore ($439M), New Zealand ($403M), Australia ($402M), China($385M) and South Korea ($120M).

10. Banking in Fiji Fiji has a developed banking system controlled by the Fiji Government through the Reserve Bank of Fiji (RBF). The Reserve Bank regulates the Fijian monetary and banking system, manages note issues, administers exchange controls, and provides banking and other services to the government. It provides and regulates trading-bank liquidity via the government’s monetary policy. In addition to managing the credit environment, the RBF has responsibility for foreign exchange controls and management of Fiji's international reserves. There are six commercial banks licensed by the Reserve Bank of Fiji and with established operations in Fiji. There are also non- bank financial institutions (NBFI) providing financial assistance and borrowing facilities to the commercial community and to consumers. The non-bank institutions are: the Fiji Development Bank, the Fiji National Provident Fund (FNPF), the Housing Authority, the Credit Corporation, the Merchant Finance & Investment Company Ltd., and a number of insurance companies.

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