Benefits of Making Business in Denmark | Buy & Sell Business

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

4. Country Overview Denmark, country occupying the peninsula of Jutland (Jylland), which extends northward from the centre of continental western Europe, and an archipelago of more than 400 islands to the east of the peninsula. Jutland makes up more than two-thirds of the country’s total land area; at its northern tip is the island of Vendsyssel-Thy (1,809 square miles [4,685 square km]), separated from the mainland by the Lim Fjord. The largest of the country’s islands are Zealand (Sjælland; 2,715 square miles [7,031 square km]), Vendsyssel-Thy, and Funen (Fyn; 1,152 square miles [2,984 square km]). Along with Norway and Sweden, Denmark is a part of the northern European region known as Scandinavia. The country’s capital, Copenhagen (København), is located primarily on Zealand; the second largest city, Århus, is the major urban centre of Jutland. Denmark, Scandinavian country located in Northern Europe, is bordered primarily by the Baltic Sea and the North Sea. It is divided into five main regions, with Copenhagen as its capital. The official language of Denmark is Danish, and the currency is the Danish krone (DKK).

5. Executive Summary Denmark, a Scandinavian country located in Northern Europe, is bordered primarily by the Baltic Sea and the North Sea. It is divided into five main regions, with Copenhagen as its capital. The official language of Denmark is Danish, and the currency is the Danish krone. The Kingdom of Denmark has, despite its relatively small size, punched above its weight internationally. Vikings raiding from Denmark and the other Nordic nations changed the course of 9th- and 10th-century European history; in the Middle Ages, the Union of Kalmar united all of Scandinavia under Danish leadership. In more recent times, Denmark has developed a highly- competitive service-based economy with high employment levels and a generous social security system. The Social Democrats led coalition governments for most of the post-war period until the 1980s, consolidating the country's liberal reputation, although concerns at high taxation levels and tension over immigration have put the centre-right in office for several long periods since then.

6. Introduction – Doing business in Denmark The World Bank’s Doing Business report is the fifteenth in a series of annual reports benchmarking regulations that affect private sector firms, in particular small and medium-sized enterprises. Denmark is home to world-class companies in several industries, with a particular focus on renewable energy. More than 40 years of ambitious energy policies have helped put Denmark in the forefront of "cleantech", and the country has a goal of being completely independent of fossil fuels by 2050. While Denmark's strong social welfare network is famous all over the world, the country is also an excellent place to do business. Denmark's trading traditions go back hundreds of years, and even within Scandinavia the Danes are known as a culture that enjoys a good business deal. Denmark offers a pool of talented professionals who speak English well. The labor market is flexible, making it easy to hire and fire employees, and there is less litigation than in some other developed countries. Meanwhile, the business infrastructure is top-class, with reliable supplies of electricity and water and a well-developed financial system.

7. Conducting business in Denmark If you want to start your own business, you have to register your company with the Danish Commerce and Companies Agency. This must be done no later than eight days before you start any dutiable activities. Register your business online at virk.dk (in Danish). Once you have registered your business you will get a Central Business Registration Number (CVR number). The CVR-number is your business’ identification number which you must use when you correspond with public authorities and private entities, i.e. when issuing invoices etc. Once you have registered your business, information is automatically sent to the Danish tax authorities (SKAT), as the company must be VAT registered. Food innovation is another Danish industry with an impact both nationally and internationally. Danish food products offer high quality and exemplary hygiene and safety. No wonder some of the world's best chefs and restaurants can be found in Denmark. The Danish way of working is high-focused effort during working hours - including a brief 30-minute lunch with colleagues - and then a late-afternoon shift to family and personal time.

8. Taxation in Denmark Denmark has a complex system of personal income tax that includes: a labour market contribution of 8% of your entire income. a deduction before any tax is due: personal allowance of DKK 45 000 (under 18 DKK 33 800) for municipal taxes, health contributions of 2% and bottom-bracket tax of 10.08%. All income from employment or self-employment is taxed at 8% before income tax. The state (i.e., national) income tax has two income brackets (bottom and top). In 2019 income above DKK 46,200 is taxed at 12.16% (bottom-bracket rate), and income above DKK 513,400 is taxed an additional 15% (top-bracket rate). Personal Income Tax Rate in Denmark averaged 60.45 percent from 1995 until 2018, reaching an all time high of 65.90 percent in 1997 and a record low of 55.40 percent in 2010. individuals who are residents in Denmark are subject to full tax liability. An individual who is fully tax resident in Denmark will, as a main rule, be taxed according to the ordinary tax scheme by up to 52.06% (55.89% including AM tax, which is also income tax for DTT purposes) in 2020. A number of deductions are applicable; consequently, the effective tax rate is lower in most cases.

9. Trade Denmark is the 38th largest export economy in the world and the 19th most complex economy according to the Economic Complexity Index (ECI). In 2017, Denmark exported $83.2B and imported $84.4B, resulting in a negative trade balance of $1.19B. In 2017 the GDP of Denmark was $324B and its GDP per capita was $51.4k. The top exports of Denmark are Packaged Medicaments ($9B), Pig Meat ($2.79B), Refined Petroleum ($2.24B), Electric Generating Sets($2.02B) and Cheese ($1.69B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Cars ($4.45B), Refined Petroleum ($2.52B), Crude Petroleum($2.16B), Broadcasting Equipment ($1.83B) and Computers ($1.64B). The top export destinations of Denmark are Germany ($11.7B), Sweden ($9.6B), the United States ($6.87B), the United Kingdom ($6.47B) and Norway ($4.46B). The top import origins are Germany ($18.2B), Sweden ($10.4B), the Netherlands ($6.67B), China ($6.12B) and Norway($4.18B).

10. Banking in Denmark Danske Bank A/S Established in 1871, Danske Bank is headquartered in Copenhagen. The bank employs around 19,000 staff and operates in 16 countries. Danske Bank currently serves 2.7 million personal customers, 236,000 small and medium- enterprise customers, and 1,800 corporate and institutional customers.It is one of the largest retail banks in Denmark, specializing in Banking Products, Insurance, Mortgage Finance, Real Estate Brokerage, Asset Management, Innovation, Private Banking, Corporate Banking, Personal Banking, Business Banking, Mobile Payments, Pension, Leasing, Property Financing, and Financial Services.In 2016, the bank reported a total income of US$7 billion and total assets of US$550 billion. Nykredit Bank A/S The bank was founded in 1851, making it one of the oldest banks in Denmark, and provides mortgages, retail, and investment banking services. It offers securities and derivatives trading, wealth and asset management, leasing, estate agency, insurance mediation services, pension products, and investment and debt management services. It also engages in the administration and management of investment funds.The bank employs 3,560 staff and is headquartered in Copenhagen. In 2016, the total income of the bank amounted to US$1 billion and total assets reached US$221 billion.

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