2. The Versatility And Uses Of A British Virgin Islands Business Company (The “BVIBC”)

3. Introduction: The British Virgin Islands Overview of the BVI and the BVI Financial Services Sector British Virgin Islands Business Companies History, Main Features, Uses and Versatility in Corporate Structuring BVIBC Case Studies A look at 5 typical business structures using BVI corporate entities Presentation Outline

4. Abacus: How Our Network Can Help Overview of the services offered through Abacus Trust and Management Services Limited and its network of affiliate companies. Conclusion Questions & Answers Presentation Outline

5. Overview of the BVI British Overseas Territory Population 25,000 GDP approximately US$ 1 Billion Per Capita US$38,000 World’s pre-eminent corporate domicile - Over 700,000 companies Primary company legislation – British Virgin Islands Business Companies Act, 2004 (the “BVIBC Act”) Introduction

6. Profile of BVI Licensed Financial and Fiduciary Service Providers & Practitioners Banks 9 Fund Managers / Administrators 522 Trust Companies 209 Registered Agents 110 Company Management 20 Custodians 4 Insurers / Insurance Managers 452 Accounting / Audit Firms 10 Law Firms 20 Licenced Insolvency Practitioners 15 Figures extracted from Statistical Bulletins and other information published by the British Virgin Islands Financial Services Commission

7. What Makes the BVI Attractive? Democratic Internal self government Economic and political stability English Common Law legal system Well established trust law jurisdiction Leading international corporate domicile US dollar currency No exchange controls Several major commercial banks (with full range of domestic and offshore services) State-of-the-art telecommunications User-friendly flexible legislation Ready access to USA and Europe Fully electronic commercial registry with 24 hour access Low level of personal taxes No capital, gains, inheritance, succession or gift taxes Effective Regulation with without over-regulation Competitive administrative costs Introduction

8. Overview of the BVIBC Act Came into force on January 1, 2005 Provisions of BVBC Act rooted in the principles of its predecessor, the repealed International Business Companies Act, 1984 Conceptualized with the offshore investor in mind The BVI Business Company

9. Why Change Old Regime? (IBC Act and Companies Act) Demand for more flexible corporate vehicles Address long-standing drafting issues to provide clarity and comprehensiveness to certain provisions Compliance with international initiatives and obligations The BVI Business Company

10. Distinctive features of a BVIBC Wide range of corporate vehicles (7 types) No restrictions on objects/purpose Flexibility in choice of company name One director and shareholder minimum Non-resident and non-domiciled shareholders/directors Corporate directors/shareholders Reserve directors Alternative directors Codification of members rights and remedies (derivative action, etc.) Directors duties defined and codified The BVI Business Company

11. Distinctive features of a BVIBC No concepts of authorised capital, capital and surplus Bearer shares Confidential records No annual filings Creditor-friendly regime for registration and ranking of charges Simple procedures for liquidation, continuation, mergers, amalgamations, arrangements, strike off and restorations Electronic directors and shareholders meetings The BVI Business Company

12. Distinctive features of a BVIBC No AGM requirements Financial assistance for the purchase of own shares Defined distribution rules - distributions forms include assets, debts, dividends No appointment of auditors No Tax – income, capital gains, dividends, withholding, estate, gift or stamp duty The BVI Business Company

13. Versatility and Uses Investment holding Trading Property Investment Financing Patent, royalty and copyright holdings The BVI Business Company Entertainment and professional services Ship Management & Yacht Ownership International e-commerce operations Tax planning Estate planning

14. Offshore Investor BVI Holding Company 100% Ownership Options Nominee Shareholder Trust Investor (Comp/Individual) Distribution Options Loans Dividends Payment of Expenses Purchase of Assets Transfer of Indebtedness Management Options BVI Corporate Directors Powers of Attorney Investor (Company/Individual) Offshore Asset/Investment 100% Benefits No Tax on Share Transfers No Tax on Dividends No Capital Gains Tax Capital appreciation on Investments accumulated at BVI level – Tax neutral Jurisdiction No Withholding Tax Easy Transfer of Property Where permitted by M&A can act in best interest of parent company Uses Estate Planning Tax Planning Asset Holding BVIBC Case Study: Investment/Asset Holding Structure

15. BVIBC Case Study: Property Investment / Development Structure Offshore Investor BVI Holding Company/ Property Development Co. 100% Ownership Options Nominee Shareholder Trust Mutual Fund Investor Management Options BVI Corporate Directors Powers of Attorney Investor BVI 1BVI 2BVI 3BVI 4 Offshore Property 1 Offshore Property 2 Offshore Property 4 Offshore Property 3 Benefits Tax efficient Ease of transfer of property after development complete Accumulation of profit in tax neutral jurisdiction Flexibility to develop different types of property and attract Investors to each according to preference Each property held by separate legal entity so separate accounts Investor can partake at different levels (Holding Co/Mutual Fund /Subsidary) Uses Property Investment Property Development Distribution Options Loans Dividends Redemptions Payment of Expenses Purchase of Assets Transfer of Indebtedness 100%

16. BVI Company 100% Offshore Investor Offshore Supplier Offshore Customer Product Distribution Supply Contract Sales Contract Management Options BVI Corporate Directors Powers of Attorney Investor Ownership Options Nominee Shareholder Trust Investor Distribution Options Loans Dividends Payment of Expenses Purchase of Assets Transfer of Indebtedness Uses Regional Sales/Trading Offshore Sale of Tangible Goods Financing on-Shore activities with surplus from Offshore activities Benefits Offshore Management of Offshore business Offshore Billing, Accounts, Mail Accumulation of Profit in tax neutral jurisdiction Can act in best interest of Parent Company if permitted by M&A BVIBC Case Study: Trading Structure I (Tangibles)

17. BVI Company 100% Offshore Investor Ownership Options Nominee Shareholder Trust Investor Distribution Options Loans Dividends Payment of Expenses Purchase of Assets Transfer of Indebtedness Management Options BVI Corporate Directors Powers of Attorney Investor Benefits Offshore Management of Offshore business (Billing, Accounts, Mailing, Contract etc) Accumulation of Profit in tax neutral jurisdiction Can act in the best interest of parent company if permitted by M&A Uses Sale or provision of Intangible Services Offshore (Marketing Services, Sub-licensing of Intellectual Property) Offshore Customer/End user IP Owner Licence/Contract Sales Contract/ Sublicence BVIBC Case Study: Trading Structure II (Intangibles)

18. BVI Company 100% BVI Trust Ownership Structure Offshore Beneficiaries (Beneficial Owner) BVI Trustee (Legal Owner) Distribution Options Loans Advancement Maintenance Distributions Benefits Added layer of Confidentiality – Trust Deeds not recorded No taxes consequences Severance of ownership without losing the benefits of ownership Profit accumulated at Trust level Uses Asset Protection (by transferring control of assets to the Trustees) Minimization or deferral of taxation Estate Planning (e.g. holding property for minors, ensuring that property passes in succession and keeping confidential provision of benefits to persons after the settlor’s death) BVIBC Case Study: Trust Structure BVI Investment/Asset/ Trading Structure Management Options BVI Corporate Directors Powers of Attorney Settlor Beneficiaries Investor

19. MWM Global Holdings Group Limited Advisory Committee Abacus Trust & Management Services Limited Meade Malone & Co. Trustee Services Company Management Auditing Int. Audit Audit Asst. Group Financial Planning MWM Financial Services Group Limited Investment Advisory Pension & Investment Plan Services MWM Real Estate Group Limited MWM Corporate Services Limited Insolvency Lanx Lancis Legal Services MWM Services Limited Payroll, Recruitment & Money Gram Business Advisory Consultancy Abacus: How Our Network Can Help

20. Corporate Services: Company, Trust and Mutual Fund Incorporations Company and Trust Management Services Registered Agent and Office Services Corporate Directorship and Secretarial Services Nominee Shareholder Services Mail Forwarding Ship Registration Banking Audit and Accounting Services: Audit Accounting Bookkeeping Invoicing Billing Management Consulting Abacus: How Our Network Can Help

21. Legal Trust Mutual Funds Corporate & Commercial Real Estate Labour Telecommunications Notary Public Abacus: How Our Network Can Help

23. Thank You For Your Attention!