Camacho Palma & Lisboa Afonso - SROC Madeira Free Zone (Portugal)

MFZ – General features MFZ – Tax regime MFZ – Structures This presentation describes the “old” tax regime applicable to companies licensed to operate in the MFZ up to December 31, 2011, since the “new” tax regime is less beneficial. There are still “old” licenses available Madeira Free Zone (MFZ)

Madeira is an insular Autonomous Region of Portugal, 1h 30m away (by plane) from Lisbon Madeira applies Portuguese law in full and the MFZ regime is included in the Portuguese Statute of Tax Benefits The MFZ has been approved by the European Union as not constituting a State Aid Scheme and there is full integration with the EU Law (MFZ companies benefit, in principle, from the various EU Directives)‏ The benefits of the MFZ Tax Regime will apply until December 31, 2011 Companies licensed to operate in the MFZ are able to benefit from the tax treaties entered into by Portugal, unless specific clauses exclude such application (e.g., Brazil, Canada, USA)‏

Madeira Free Zone (MFZ) Foreign source of income – dividends, interest, certain royalties, capital gains and service fees are generally exempt from tax until December 31, 2011, depending on the activities approved for the MFZ company and provided such income does not arise from transactions with Portuguese residents Withholding tax exemption for non-resident beneficiaries:  Dividends paid with respect to non-Portuguese source income  Interest paid to shareholders or for loans borrowed to be used in the activities of the company within the MFZ  Certain royalties  Service fees

MFZ - Structures Holding Company Structure MFZ co. - Exemption on dividends and capital gains (and potentially interest income and service fees) No withholding tax on dividend or interest payments made by MFZ Co. to its shareholders Exemption from capital duty at the level of the MFZ Co. EU or Non EU Co. MFZ Co. Non-Portuguese subsidiaries Dividends Dividends/ Interest 0% WHT Dividends, capital gains, interest, service income – exempt from tax

MFZ - Structures IP Planning Structures MFZ co. - Exemption on royalties received No withholding tax on dividend or interest payments made by MFZ Co. to its shareholders Exemption from capital duty at the level of the MFZ Co. EU or Non EU Co. MFZ Co. Non-Portuguese licensed entities Royalties Dividends/ Interest 0% WHT Royalties exempt at the level of the MFZ Co. Sale of intangible

MFZ - Structures Debt Structures MFZ co. - Exemption on interest income No withholding tax on dividend or interest payments made by MFZ Co. to its shareholders Exemption from capital duty at the level of the MFZ Co. Stamp Tax exemption on interest payments EU or Non EU Co. MFZ Co. Non-Portuguese debtor Interest Dividends/ Interest 0% WHT Interest exempt at the level of the MFZ Co. Tranfer of debt note

MFZ - Structures Trading company Profit arising to MFZ Co. exempt from corporate income tax No withholding tax on dividend or interest payments made by MFZ Co. to its shareholders Exemption from capital duty at the level of the MFZ Co. EU or Non EU Co. MFZ Co. Non-Portuguese suppliers Purchase Dividends/ Interest 0% WHT Sells Non-Portuguese customers

Madeira Free Zone (MFZ) Entities licensed between January 1, 2003 to December 31, 2006 are taxed, until December 31, 2011 under the following corporate tax rates:  2003 and %  2005 and 2006 – 2%  2007 to %