Benefits of Making Business in Norway | Buy & Sell Business

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

4. Country Overview Europe's northernmost country, the Kingdom of Norway is famed for its mountains and spectacular fjord coastline, as well as its history as a seafaring power. Norway plays an active international role. It has mediated between Israel and the Palestinians as well as in the Sri Lankan conflict, and has participated in military action in Afghanistan and Libya. It also enjoys one of the world's highest standards of living, in large part due to the discovery in the late 1960s of offshore oil and gas. It is the world's number seven oil exporter and has resisted the temptation to splurge its windfall, choosing instead to deposit the surplus wealth into its oil fund - now the world's largest sovereign wealth fund.

5. Executive Summary Norway, country of northern Europe that occupies the western half of the Scandinavian peninsula. Nearly half of the inhabitants of the country live in the far south, in the region around Oslo, the capital. About two-thirds of Norway is mountainous, and off its much-indented coastline lie, carved by deep glacial fjords, some 50,000 islands The form of government established is constitutional monarchy with one legislative house. The Norwegian language belongs to the North Germanic branch of the Germanic language group. More than four-fifths of all Norwegians belong to the Evangelical Lutheran national church, the Church of Norway, which is endowed by the government. Norway has a stable economy with a vibrant private sector, a large state sector, and an extensive social safety net. Norway opted out of the EU during a referendum in November 1994. However, as a member of the European Economic Area, Norway partially participates in the EU’s single market and contributes sizably to the EU budget.

6. Introduction – Doing business in Norway Norway is a safe and easy country for business. The World Bank ranks Norway top 10 of 189 countries on Ease of doing Business, a position Norway has held for several years. Economically Norway has a sophisticated and stable free market with vast natural resources, efficient business culture and low levels of corruption. For foreign investors the main opportunities for development are seafood, timber and metal products, telecommunications, hydropower equipment and oil and gas. There are many good reasons for doing business in Norway, such as the high level of education, high productivity, and a longstanding culture of innovation. Norway has one of the world’s strongest economies. High priority is given to knowledge development, innovation, technology and maintaining a sustainable business sector.

7. Conducting business in Norway The main types of corporate entities used in Norway are: •Norwegian-registered Foreign Enterprises (NUF) •Sole Proprietorships •Private Limited Liability Companies (AS) Opening an NUF is a good idea if you're already running a business in your home country and want to expand to Norway. A sole proprietorship is intended for those working predominantly alone. To open a sole proprietorship, your business must have an address in Norway - although you don’t have to be a resident yourself. The AS structure is the most common and requires business partners to invest and hold a minimum deposit level before the business can operate.

8. Taxation in Norway Norway is one of the most heavily taxed countries in the world with a total tax burden of roughly 45% of GDP– almost 4x Hong Kong and nearly twice the US. VAT here is a whopping 25%. Personal income tax rates border 55%. Corporate profits tax ranges from 28% to as high as 78%. Norway even has a direct WEALTH TAX. The Personal Income Tax Rate in Norway stands at 38.52 percent. Corporate Tax Rate in Norway averaged 33.92 percent from 1981 until 2019, reaching an all time high of 50.80 percent in 1982 and a record low of 22 percent in 2019.

9. Trade Norway is the 36th largest export economy in the world and the 22nd most complex economy according to the Economic Complexity Index (ECI). In 2017, Norway exported $106B and imported $84.8B, resulting in a positive trade balance of $21.2B. In 2017 the GDP of Norway was $398B and its GDP per capita was $61.4k. The top exports of Norway are Crude Petroleum ($28.1B), Petroleum Gas ($27.7B), Non-fillet Fresh Fish ($5.61B), Refined Petroleum ($4.81B) and Raw Aluminium ($3.12B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Cars ($6.29B), Iron Structures($4.11B), Refined Petroleum($2.28B), Broadcasting Equipment ($1.69B) and Packaged Medicaments ($1.64B).

10. Banking in Norway Banks in Norway comprise 17 commercial banks, 105 savings banks, and a small number of state-owned banks. The Financial Supervisory Authority of Norway oversees all financial institutions in the country. There are three types of banks in Norway: Commercial banks (also known as business banks), Savings banks, Branches of foreign banks. Norges Bank is the Central Bank of Norway, and which promote economic stability in the country. The Central bank also executes monetary policy and promote an efficient payment system and financial markets. Financial Supervisory Authority Of Norway is an independent government agency in Norway that contributes to financial stability and well- functioning markets

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