Benefits of Making Business in Bangladesh | Buy & Sell Business

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

4. Country Overview Bangladesh, country of South Asia, is one of the world's most densely-populated countries, located in the delta of the Padma (Ganges [Ganga]) and Jamuna (Brahmaputra) rivers in the northeastern part of the Indian subcontinent. Bangladesh is bordered by the Indian states of West Bengal to the west and north, Assam to the north, Meghalaya to the north and northeast, and Tripura and Mizoram to the east. To the southeast, it shares a boundary with Myanmar (Burma). The southern part of Bangladesh opens into the Bay of Bengal. Stretching northward from the Bay of Bengal, Bangladesh constitutes roughly the eastern two-thirds of the deltaic plain of the Padma (Ganges [Ganga]) and Jamuna (Brahmaputra) rivers.

5. Executive Summary The most significant feature of the Bangladesh landscape is provided by the rivers, which have molded not only its physiography but also the way of life of the people. . The vast majority of the population of Bangladesh is Bengali—a term describing both an ethnic and a linguistic group. The Bengali people are historically of diverse origin, having emerged from the confluence of various communities that entered the region over the course of many centuries. Bengali (Bangla), the national language of Bangladesh, belongs to the Indo-Aryan group of languages and is related to Sanskrit.

6. Introduction – Doing business in Bangladesh Bangladesh is ranked 168 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Bangladesh improved to 168 in 2019 from 176 in 2018. Bangladesh has a wide variety of natural and agricultural resources. There are considerably large amounts of coal and gas, hard rock, lime stone and silicone sand in the country and these are important raw materials for many industries. Bangladesh's main industries are cotton, textiles, jute, garments, tea processing, paper newsprint, cement, chemical fertilizers, sugar and light engineering.

7. Conducting business in Bangladesh The following are the main business entity types in Bangladesh: • Private Limited Company • Public Limited Company • Sole Proprietorship • Partnership Foreign Company Registration Options : Foreign companies wishing to setup a presence in Bangladesh, have the choice of setting up a branch office, subsidiary, or a representative office in Bangladesh.

8. Taxation in Bangladesh The tax law imposes income tax at 25 percent on listed entities and 35 percent for non-listed entities. an additional surcharge of 2.5 percent on income of companies in the tobacco sector. A reduction of the corporate income tax rate for companies in the readymade garments sector to 15 percent (from 20 percent)In a bid to encourage exports, the Bangladesh government has reduced tax at source on the export of products, except jute goods, from 0.7% to 0.6% for the current fiscal year. In addition, the government has also reduced the corporate tax rate from 15% to 12% for apparel manufacturers in FY19

9. Trade Bangladesh is the 54th largest export economy in the world and the 123rd most complex economy according to the Economic Complexity Index (ECI). In 2017, Bangladesh exported $39.2B and imported $44B, resulting in a negative trade balance of $4.73B. In 2017 the GDP of Bangladesh was $249B and its GDP per capita was $3.87k. The top exports of Bangladesh are Non-Knit Men's Suits ($6.2B), Knit T-shirts ($5.89B), Knit Sweaters ($4.65B), Non-Knit Women's Suits ($4.12B) and Non-Knit Men's Shirts ($2.26B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($2.62B), Raw Cotton ($1.62B), Heavy Pure Woven Cotton ($1.25B), Wheat ($1.23B) and Raw Sugar ($1.11B).

10. Banking in Bangladesh The banking sector in Bangladesh consists of several types of institutions. Bangladesh Bank is the central bank of Bangladesh and the chief regulatory authority in the banking sector. They are Scheduled Banks and Non-Scheduled Banks. The Bangladesh government initially nationalised the entire domestic banking system and proceeded to reorganise and rename the various banks. Foreign-owned banks were permitted to continue doing business in Bangladesh. The insurance business was also nationalised and became a source of potential investment funds.

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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