Benefits of Making Business in Netherlands Antilles | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN THE NETHERLANDS ANTILLES 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 THE NETHERLANDS ANTILLES WWW.MERGERSCORP.COM

4. Country Overview The Netherlands Antilles, Dutch Nederlandse Antillen, Papiamentu Antianan Hulandes, group of five islands in the Caribbean Sea that formerly constituted an autonomous part of the Kingdom of the Netherlands. The group is composed of two widely separated subgroups approximately 500 miles (800 km) apart. The southern group comprises Curaçao and Bonaire, which lie less than 50 miles (80 km) off the Venezuelan coast. The northern group is made up of Sint Eustatius, Saba, and Sint Maarten. Although the northern islands are locally referred to as “Windward,” they lie within the Leeward Islands group of the Lesser Antilles chain. The capital and largest city was Willemstad, on Curaçao.

5. Executive Summary The southern islands are generally low in elevation, though hills rise to 787 feet (240 metres) at Brandaris on Bonaire and 1,230 feet (375 metres) at Mount Saint Christoffel on Curaçao. The islands consist mainly of igneous rocks and are fringed with coral reefs. The northern islands consist of volcanic rocks rising to 1,119 feet (341 metres) at Sentry Hill in the Dutch part of Saint Martin, 1,198 feet (365 metres) at The Quill, an extinct volcano on Sint Eustatius, with a large forested crater, and 2,910 feet (887 metres) at Mount Scenery, an extinct volcano on Saba that is the islands’ highest point. The islands’ populations are mainly composed of “blacks” and mulattos except for Saba’s, which is about evenly divided between people of African and of European (“white”) descent.

6. Introduction – Doing business in The Netherlands Antilles Netherlands is ranked 42 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Netherlands deteriorated to 42 in 2019 from 36 in 2018. Tourism plays an important role in the islands’ economy. In addition to the traditional Caribbean attractions of sun and surf, tourists are drawn to Curacao’s beautiful capital Willemstad – a UNESCO world heritage site. Cruise tourism, in particular, makes an important contribution to GDP. Industry is not limited to tourism. Curacao’s financial services sector is large by regional standards, and the Dutch Caribbean’s security exchange is located in Willemstad.

7. Conducting business in The Netherlands Antilles There are several ways of doing business in The Netherlands Antilles : •Sole Proprietorship firms •Partnership Firms •Private Limited Company •Public Limited Company •Brach Office •Cooperative Entrepreneurs who want to create companies in the Netherlands Antilles must first consider the following: - the share capital required to register a NV is 50,000 ANG (Antillean guilders), out of which 20% must be deposited upon registration; a resident director must be appointed; the minimum number of shareholders is 1.

8. Taxation in The Netherlands Antilles The tax is levied from entrepreneurs established in the Netherlands Antilles. The turnover tax is generally paid monthly. Turnover tax is levied at the rate of 5% in the Leeward Islands and at the rate of 3% in the Windward Islands. Curaçao and Bonaire levy excise duties on beer, cigarettes, liquor and petrol.

9. Trade The self-governing Dutch islands are catching a growing share of the trade between Latin America and Europe, relying on modern port facilities, special status with the European Union and free-trade zones to attract traders. Bonaire and Curacao, the two largest of the islands are north of Venezuela, near Aruba. The rest of the country is located between Antigua, Barbuda and Puerto Rico. The Netherland Antilles' shipping services rank up therewith San Juan, Puerto Rico. Not as large, but just as modern. Those two countries are the best for those services in the Caribbean," said Kal Wagenheim, a consultant and editor of Caribbean Update of Maplewood, N.J., a Caribbean and Latin American economic newsletter.

10. Banking in The Netherlands Antilles slide in real estate values. Nonperforming loans have decreased somewhat, and the level of provisions against nonperforming loans has increased. A more flexible onsite inspection schedule has been introduced. Special administration has been imposed on one undercapitalized bank. The regulations are based on a statement of principles endorsed by the Curacao Bankers Association, the Association of Offshore Bankers in the Netherlands Antilles and the Offshore Association of the Netherlands Antilles. The banking system shows some improvement in 2002, after conditions had weakened in the years before, reflected by a deterioration in the quality of the loan portfolio, in part due to the

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