Benefits of Making Business in Namibia | Buy & Sell Business

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

4. Country Overview Namibia is a largely desert ranchland with a long coastline on the South Atlantic, bordering South Africa, Botswana, and Angola. The country’s natural mineral riches and a tiny population of about 2.5 million (2016) have made it an upper- middle-income country. Namibia consists of arid and desert regions in the south and southwest, changing to fertile areas in the far north and northeast. Communal land tenure of 41% and commercial ownership of farms co-exist in the primary sector. With an area of 824,292 km² (318,260 sq. mi.), Namibia is 1.5 times the size of France, or about half the size of the U.S. state of Alaska.

5. Executive Summary The country has a population of 2.3 million people, it is the second least densely populated country in the world (after Mongolia). Capital and largest city is Windhoek, situated in the country’s central highlands. Spoken languages are English and Afrikaans. The Republic of Namibia is a sovereign, secular, democratic and unitary State. Its government is divided into the usual three powers: Executive, Legislative, and the Judiciary. Head of State and government is the President. He is elected in a national election every five years. Some 80 to 90 percent of the population at least formally adheres to a Christian confession. About one-half of the population is Protestant, most of whom are Lutheran.

6. Introduction – Doing business in Namibia Namibia is ranked 104 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Namibia improved to 104 in 2019 from 107 in 2018. Namibia offers a unique set of advantages for the foreign Investor. Namibia offers business friendly legal and regulatory framework, and liberal investment regime ( e.g. EPZ, Exporters & manufactures incentives). It has sound financial system and stable foreign exchange reserves. Namibia is an ideal gateway to SADC regional market via trade agreements and world class rail, road and air infrastructure.

7. Conducting business in Namibia There are several ways of doing business in Mozambique : •The Namibia limited liability company (LLC) •The Namibia public limited company (PLC) •The Namibia branch office Obtain license to operate in Mozambique from the Permit issued by one stop solution (BAU) launched by the Ministry of Industry and Trade. IMC will assist you to obtain business license.

8. Taxation in Namibia Basis – Resident and nonresident individuals are taxable on all income received or accrued from a Namibian source or deemed source that is not of a capital nature. Individual income tax rates in Namibia are progressive to 37%. Namibia tax year runs from 1 March to 28 February.

9. Trade Namibia exports mostly diamonds (25% of total exports), uranium, lead, zinc, tin, silver, tungsten, food and live animals and manufactured products. Namibia's main exports partners are South Africa (27% of total), United Kingdom (17%), USA, Angola, Netherlands and Spain. Namibia imports food products; petroleum products and fuel, machinery and equipment and chemicals. South Africa is Namibia’s major import partner (66% of total imports), followed by the Netherlands, United Kingdom and China. Namibia recorded a trade deficit of 5645.80 NAD Million in the third quarter of 2019.

10. Banking in Namibia The Banking Sector in Namibia comprises of eight banking institutions, which can be categorised as follows: seven commercial banking institutions; and a branch of a foreign banking institution. The Bank also oversee the business conduct of a representative office. These banking institutions are the primary mobilisers of funds from the public and the main sources of financing, which support business operations and economic activities in Namibia. A significant proportion of bank loans come in the form of bonds or mortgages to individuals.

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