Benefits of Making Business in Guinea | Buy & Sell Business

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

4. Country Overview Guinea is a country in West Africa, bordered on the west by the Atlantic Ocean. It's known for the Mount Nimba Strict Nature Reserve, in the southeast. The reserve protects a forested mountain range rich in native plants and animals. On the coast, the capital city, Conakry, is home to the modern Grand Mosque and the National Museum, with its regional artifacts. Guinea extends southeast in a crescent from the Atlantic coast of West Africa. Its topography varies from coastal plains to inland mountains that account for about 60 percent of the land area. Several of the region’s major rivers, in particular the Niger, Senegal, and Gambia, all originate from these highlands, making Guinea the “water tower” of West Africa.

5. Executive Summary A West African country, Guinea was formerly known as French Guinea and is sometimes called Guinea Conakry to separate it from its neighbor, Guinea Bissau. Conakry is the largest city, seat of government, and capital. Guinea’s area is 246,000 sq. km and the country forms a crescent with a curve from its western border to the Atlantic. Mali, Senegal, and Guinea-Bissau share the northern border and Liberia, Sierra Leone, and Côte d’Ivoire are to the south. Guinea is endowed with huge deposits of mineral resources. It has the largest deposits of bauxite and iron ore in the world and is a gold and diamond producer.

6. Introduction – Doing business in Guinea Ease of Doing Business in Guinea averaged 167.67 from 2008 until 2019, reaching an all time high of 179 in 2010 and a record low of 152 in 2018. Guinea possesses between 10 and 40 billion metric tons of bauxite. In addition, Guinea has over an estimated four billion tons of high-grade iron ore, significant gold and diamond reserves, and undetermined amounts of uranium and prospective oil reserves. There is great potential for companies which can contribute to Guinea’s infrastructure development, including railroads, ports, and roads.

7. Conducting business in Guinea The main corporate structures for doing business in Guinea are: • The Guinea Limited Liability Company • The Guinea Public Liability Company •The Guinea Branch •The Guinea Representative Office The Guinea government has significantly reduced the timeline for company incorporation by creating a one-stop-shop, Agency for Promotion of Private Investment (APIP), for company registration that allows entrepreneurs to register their company with different government departments .

8. Taxation in Guinea The main tax rates in Guinea are : • The Corporate Tax Rate in Guinea stands at 35 percent. •The Social Security Rate For Companies in Guinea stands at 18 percent. •The Personal Income Tax Rate in Guinea stands at 40 percent. •Guinea has cut its standard VAT rate to 18 percent from 1 January 2017 from 20 percent. The rate was originally raised from 18 percent to 20 percent to fund emergency help during the Ebola outbreak.

9. Trade Guinea is the 121st largest export economy in the world and the 122nd most complex economy according to the Economic Complexity Index (ECI). In 2017, Guinea exported $2.9B and imported $3.64B, resulting in a negative trade balance of $739M. In 2017 the GDP of Guinea was $10.5B and its GDP per capita was $2.24k. The top exports of Guinea are Aluminium Ore ($1.74B), Gold ($553M), Petroleum Gas ($266M), Non-fillet Frozen Fish ($40.1M) and Rubber ($34M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($417M), Rice ($226M), Packaged Medicaments ($123M), Delivery Trucks ($91.5M) and Motorcycles ($88.3M).

10. Banking in Guinea Guinea's banking system is loosely based on the rules and regulations governing the French banking system. Guinea's commercial banking sector was legalized by reforms in 1985 and 1986. Guinea's formal financial sector consists of the Central Bank and several commercial banks. There are six commercial banks in Guinea, including the Banque Internationale pour le commerce et l'industrie de la Guinée (BICIGUI); the Societe Generale des Banques en Guinee (SGBG); the Banque Islamique de Guinee (BIG); the Unione Internationale des Banques en Guinee (UIBG); and the International Commercial Bank de Guinée (ICBG), which was launched in Conakry in early November 1996.

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