Benefits of Making Business in Gabon | Buy & Sell Business

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

4. Country Overview Gabon, a country at the Equator in West-Central Africa bordering the Atlantic Ocean in west is bordered by Equatorial Guinea, Cameroon, and the Republic of the Congo. With an area of 267,668 km², the country is somewhat larger than the United Kingdom, or slightly smaller than the U.S. state of Colorado. Gabon has a population of estimated 1.5 million people. Capital and largest city is Libreville. Spoken languages are French (official) and a variety of Bantu languages. Because of its oil and mineral reserves and a relatively small population, Gabon is one of Africa's wealthier nations, which is able to protect and preserve its pristine rain forests with a rich biodiversity

5. Executive Summary In More than 10% of Gabon's area is protected parkland, there are 13 National Parks in the country, among them the forested coastal terrain of the Loango National Park, 'Africa's Last Eden' shelters a diversity of wildlife from gorillas and hippos to whales. Lopé National Park consists of mostly rainforest, but in in the north the park contains the last remnants of grass savannas. Akanda Park is known for its mangroves and tidal beaches. Highest mountain in Gabon is Mont Iboundji with 1,575 m. Gabon is bordered by Equatorial Guinea and Cameroon to the north, the Republic of the Congo to the east and south, and the Atlantic Ocean to the west; the islands of Sao Tome and Principe are situated off the coast. Gabon gained its independence from France in 1960 and is a republic with a presidential form of government. It is divided into nine provinces, with Libreville as the capital. The official language of Gabon is French, while 32% of the people speak the Fang language. Gabon’s currency is the Cooperation financiered en Afrique Centrale (Central African CFA) franc (XAF).

6. Introduction – Doing business in Gabon Ease of Doing Business in Gabon averaged 161.92 from 2008 until 2019, reaching an all time high of 169 in 2012 and a record low of 151 in 2008. As a matter of fact, Africa is opening up to investments and Gabon – one of the most politically and economically stable country in the continent, is attracting investors big time by doling out a number of fiscal and non-fiscal incentives. The sectors which have seen significant investment include timber, metallurgy, recycling, civil engineering and construction, pharmaceutical and cosmetics, IT & telecommunications, hydrocarbon, finance, and tertiary services. All these factors make Gabon an investor friendly country in a continent which is otherwise known for its unstable political and economic setup. In fact, Gabon aims to build on its political and social stability to become an emerging country by 2025. It is noteworthy that Gabon is the highest ranking nation in Sub-Saharan Africa as per UN's 2014 Human Development Index.

7. Conducting business in Gabon There are several ways of doing business in Gabon : •Limited Liability Company (LLC/SARL) Number of partners: minimum one shareholder and one director, which may be of any nationality and not be resident in the country Capital (max/min): XOF 1 million •Public Limited Company (PLC) Number of partners: minimum one shareholder and one director, of any nationality. If the company has more than three shareholders, a board of directors must be appointed (with minimum three directors) Capital (max/min): XOF 10 million •Limited Partnership (Société en Commandite Simple - SCS) Number of partners: minimum one with limited liability and one with unlimited liability Capital (max/min): n/a •General Partnership (SNC) Number of partners: minimum two Capital (max/min): n/a

8. Taxation in Gabon (WHT) at the rate of 20% for income raised in Gabon if they have no permanent establishment (PE) in Gabon. In cases where non-resident companies have PE in Gabon, they shall be subject to CIT on the income raised in Gabon via the Gabonese PE. Value added tax (VAT) - Taux sur la valeur ajoutée (local name) 18% (standard rate). A reduced rate of 10% applies to manufacturing operations and sales of certain products (such as mineral water, chicken, and sugar) listed by Article 221 of the Gabonese Tax Code. A 5% rate applies to sales and services relating to cement, while exports and international transports are zero rated. Company Tax : Corporate tax (standard rate): 30% Oil and mining sector: 35% Companies in possession of intellectual property shares, authorised property development firms, public firms, non-profit collectives, authorised tourism companies: 25% Non-resident companies shall be taxed via withholding tax

9. Trade Gabon is the 108th largest export economy in the world and the 113th most complex economy according to the Economic Complexity Index (ECI). In 2017, Gabon exported $4.89B and imported $2.1B, resulting in a positive trade balance of $2.78B. In 2017 the GDP of Gabon was $15B and its GDP per capita was $18.1k. The top exports of Gabon are Crude Petroleum ($2.98B), Manganese Ore ($1.01B), Sawn Wood ($298M), Refined Petroleum ($137M) and Passenger and Cargo Ships ($107M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Computers ($236M), Poultry Meat ($80.5M), Passenger and Cargo Ships ($80.2M), Packaged Medicaments ($53.5M) and Refined Petroleum ($50.1M).

10. Banking in Gabon The bank of issue is the Bank of the Central African States (Banque des Etats de l'Afrique Centrale-BEAC), the central bank for UDEAC members. Commercial banking in Gabon is largely controlled by French and other foreign interests. At the end of 1999 there were 5 major commercial banks, including the Banque International de Commerce et d'Industrie du Gabon (BICIG, a branch of BNP France), the Union Gabonaise de Banque (UGB, a branch of Credit Lyonnais), the Banque Gabonaise et Francaise Internationale (BGFI, formerly Banque Paribas), Citibank, and The French Intercontinental Bank (FIBA). The Gabonese Development Bank (BDG), 69% Gaboneseowned, is the nation's development bank. Other institutions concerned with development are the Credit Foncier du Gabon (CREFOGA, for housing), the Fund for Development and Expansion (FODEX, for small, to medium-sized firms), and the Banque Gabonaise de Credit Rural (loans for agriculture).

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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