Benefits of Making Business in Morocco | Buy & Sell Business

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

4. Country Overview The Kingdom of Morocco is the most westerly of the North African countries known as the Maghreb - the "Arab West". It has Atlantic and Mediterranean coastlines, and a rugged mountain interior. It has a population of nearly 33 million and an area of 710,850 square kilometers. Its rich culture is a blend of Arab, Berber, European and African influences. Morocco is a constitutional monarchy with an elected parliament. The political capital is Rabat, and the largest city is Casablanca; other large cities include Marrakesh, Tetouan, Tangier, Salé, Fes, Agadir, Meknes, and Oujda. The official language of Morocco is Arabic, and its currency is the Moroccan dirham.

5. Executive Summary Morocco has emerged as a success story in the Middle East and North Africa region and has made significant progress in public health in recent years, including a sharp decline in maternal and infant mortality and new HIV infections. Morocco is a member state of the League of Arab States border countries: Algeria, (Mauritania) Western Sahara, Spain related countries: France. Islam is the official state religion, and the vast majority of Moroccans are Sunni Muslims of the Mālikī rite. Morocco has capitalized on its proximity to Europe and relatively low labor costs to work towards building a diverse, open, market- oriented economy.

6. Introduction – Doing business in Morocco Morocco is ranked 53 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Morocco improved to 53 in 2019 from 60 in 2018. Morocco has witnessed an accelerated process of political, economic and social reforms, and its steady economic growth and strategic geographic position make it an investment opportunity well worth considering. Morocco is becoming one of the world’s leading destinations in offshoring, offering significant economic opportunities to companies seeking growth.

7. Conducting business in Morocco To register your business, you should go to the Regional Tax Directorate which is the Regional Investment Center within 30 days, and bring your business documents. You must obtain a license and a tax ID from the Regional Taxes Directorate. You will have to produce the approval letter for regulated financial activities you intend to practice in Morocco, an agreement for classified establishments and your acquisition lease or debit note. You should also obtain a license from the Commercial Court for your business. You will also need to register your company at the National Fund for Social Security if you intend to hire staff.

8. Taxation in Morocco regardless of nationality or activity, who have their habitual residence in Morocco, are subject to a personal income tax on their worldwide income on a progressive scale between 12% and 40%. Corporate tax The corporate tax rate is around 30%. There are also specific rates, as well as total and temporary tax exemptions. Value-added tax The value-added tax in Morocco is 20%. Some products consumed on a large scale are subject to a tax of 7%, while other products are subject to a tax of 10-14%. Income Tax : Personal income tax rates are progressive to 38%. Individuals,

9. Trade Morocco is the 67th largest export economy in the world and the 99th most complex economy according to the Economic Complexity Index (ECI). In 2017, Morocco exported $24.9B and imported $37.4B, resulting in a negative trade balance of $12.5B. In 2017 the GDP of Morocco was $109B and its GDP per capita was $8.22k. The top exports of Morocco are Cars ($2.62B), Mixed Mineral or Chemical Fertilizers ($1.7B), Insulated Wire ($1.53B), Non-Knit Women's Suits ($1.33B) and Phosphoric Acid ($1.01B. Its top imports are Refined Petroleum ($3.13B), Cars($1.81B), Petroleum Gas ($1.27B), Vehicle Parts ($1.14B) and Wheat($744M).

10. Banking in Morocco The Bank Al-Maghrib is the central bank of the Kingdom of Morocco. It was founded in 1959. It plays a preeminent role in the country's banking system. It issues the Moroccan dirham, maintains Morocco's foreign currency reserves, controls the credit supply, oversees the government's specialized lending organizations, and regulates the commercial banking industry. The main banks in Morocco are Banque Commercial du Maroc (BCM), Banque Marocaine du Commerce Exterieur (BMCE), Banque Marocaine du Commerce et de l'Industrie (BCMI) and Credit de Maroc (CDM).

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