Benefits of Making Business in Mauritania | Buy & Sell Business

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

4. Country Overview Mauritania, country on the Atlantic coast of Africa. Mauritania forms a geographic and cultural bridge between the North African Maghrib and the westernmost portion of Sub-Saharan Africa. Culturally it forms a transitional zone between the Arab-Amazigh (Berber) populations of North Africa and the African peoples in the region to the south of the Tropic of Cancer known as the Sudan. Mauritania is bounded to the northwest by Western Sahara, to the northeast by Algeria, to the east and southeast by Mali, and to the southwest by Senegal. Its Atlantic Ocean coastline, to the west, extends for 435 miles from the delta of the Sénégal River northward to Cape Nouâdhibou (Cape Blanco) Peninsula.

5. Executive Summary Following One of Africa's newest oil producers, the Islamic Republic of Mauritania bridges the Arab Maghreb and western sub-Saharan Africa. The largely-desert country presents a cultural contrast, with an Arab-Berber population to the north and black Africans to the south. Many of its people are nomads. Mauritania is essentially a desert country, with vast expanses of pastoral land and only 0.5% of arable land. According to the National Statistics Office, Mauritania has a population of about 4 million (2018), and a population density of 3.9 inhabitants per square kilometer, making it the fourth least densely populated country in Africa.

6. Introduction – Doing business in Mauritania Mauritania is ranked 152 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. Ease of Doing Business in Mauritania averaged 161.92 from 2008 until 2019, reaching an all time high of 176 in 2014 and a record low of 148 in 2018. The best market opportunities for investors are in the energy (oil & gas exploration and production, hydrocarbon refinery and storage, and power generation and transmission), fisheries, and tourism sectors. As BP works towards first production of the Tortue natural gas field in 2022, hydrocarbons are poised to replace iron ore as the primary driver of the Mauritanian economy.

7. Conducting business in Mauritania The various forms of companies that can be formed in Mauritania are: • General Partnership •Limited Partnership •Joint Venture Company •Limited Company •Public Company When establishing a company in Mauritania, an interested investor must do due diligence with regard to legal processes, international regulations, and sufficient investment for success. It is critical to understand cultural, social, and political factors that will affect the establishment and growth of one's business.

8. Taxation in Mauritania Value-added Tax (VAT): The standard VAT rate is 16%. Company Tax : Corporate tax: The corporate tax rate is 25% The minimum tax (IMF): 2.5% of turnover (the tax may not be less than MRO 750,000) 3% for companies with a turnover not exceeding MRO 30 million Withholding Taxes : Dividends: 10%, Interest: 10%, Royalties: 0% (residents)/3% (non-residents)Social Security Contributions Paid By Employers :15%

9. Trade Mauritania is the 118th largest export economy in the world and the 103rd most complex economy according to the Economic Complexity Index (ECI). In 2017, Mauritania exported $3.1B and imported $4.74B, resulting in a negative trade balance of $1.64B. In 2017 the GDP of Mauritania was $5.02B and its GDP per capita was $3.95k. The top exports of Mauritania are Iron Ore($813M), Gold ($618M), Non-fillet Frozen Fish($421M), Processed Crustaceans ($384M) and Molluscs ($218M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Special Purpose Ships($1.03B), Refined Petroleum ($336M), Tug Boats ($212M), Wheat ($181M) and Raw Sugar($179M).

10. Banking in Mauritania The Central Bank of Mauritania was established in 1973 and issues the national currency, the ouguiya. In addition to the central bank, there are a number of commercial banks of varying size. Mauritania’s banking sector is centred at Nouakchott. Insurance companies in Mauritania were state-owned prior to the liberalization of that sector by the government in the 1990s; by the early 2000s the state-owned insurance provider competed with a number of privately owned firms.

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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