Benefits of Making Business in Monaco | Buy & Sell Business

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

4. Country Overview Monaco is the second-smallest independent state in the world. It is a playground for tourists and a haven for the wealthy, the former drawn by its climate and the beauty of its setting and the latter by its advantageous tax regime. The country - a constitutional monarchy - is surrounded on three sides by France and occupies just under two square kilometres (0.75 sq mile) of the Cote d'Azur, where the Alpes Maritimes meet the Mediterranean. Tourism drives Monaco's economy; gamblers flock to the Place du Casino in Monte-Carlo and every May the principality hosts the Monaco Grand Prix.

5. Executive Summary Monaco has been governed under a constitutional monarchy since 1911, with the Sovereign Prince of Monaco as head of state. The executive branch consists of a Minister of State as the head of government, who presides over a five-member Council of Government. Monaco may be the world’s second-smallest nation, but its GDP per capita figures feature among the world’s highest. It has one of the largest proportions of cross-border workers within the European Union, and a zero percent rate of unemployment. Its economy is the product of its geography and history: the size of the principality does not permit land-heavy industries, and Monaco’s historically turbulent relationship with taxation led it to abolish income tax.

6. Introduction – Doing business in Monaco Monaco has no income tax and thrives as a haven for the investors who have located there. With an economy based primarily on tourism, cosmetics, pharmaceuticals, transport, food, clothing and textiles, there are sectors to accommodate any striving investor thinking of relocating there. Monaco boasts an excellent infrastructure, social and political stability, strategic geographical positioning and an exceptional quality of life. With a sound international mindset, the principality imposes virtually no restrictions on foreigners wishing to grab themselves a piece of the lucrative action, and obtaining permission to do so is a comparatively easy process.

7. Conducting business in Monaco 1. To enter Monaco, all foreigners must have proof of identity (national identity card or passport). 2. To establish a company in Monaco you must present to the Economic Expansion Department (Direction de l’Expansion Economique) the following documents: – Notarized statutes or private deeds which have been registered with the Tax Department (Direction des Services Fiscaux); –Registration forms detailing partners’ civil status and a description of the company’s registered office on Monégasque territory

8. Taxation in Monaco There are no property taxes in Monaco, but rental properties are taxed at 1% of the annual rent plus other applicable charges. Monaco eliminated taxes on dividends paid by local companies' stocks and does not charge a general corporate income tax. Generally, there are no property taxes in Monaco, though rental properties are taxed at 1% of the annual rent plus other applicable charges. There is a 33.3% tax on profits if real estate is sold. However, losses on the sale of real estate can be carried forward for up to five years to offset any gains on other sales.

9. Trade Monaco's economy is open to trade. The country's customs regulations conform to French and EU policies. The two nations are part of a customs union, and capital is free to move without restrictions between the two. As a result, the Principality is part of the European Union customs zone, without being a member of the European Union. French customs service collects duties on cargo that unloads in Monaco and pays a share to the Principality. Monaco imposes a tax on exports to all countries, except France. MAIN TRADING PARTNERS: Its main trading partners are France and Italy. MAIN EXPORTS: Ceramics, Metal Works, Textiles, Instruments, Plastics.

10. Banking in Monaco As a financial centre, Monaco is renowned for its private banking services. At the end of 2017, 33 banks and 54 financial companies operated in Monaco. Private banking and asset management in its broadest sense account for 20% of Monaco’s economic activity and more than 2,800 jobs. Monaco has OECD-standard prudential supervision, exercised jointly by the Monégasque authorities and by the French regulator ACP (Autorité de Contrôle Prudentiel), and its specific regulations in terms of professional secrecy, as defined in Articles 308 et seq. of Monaco’s code of criminal law.

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