1. UK – Angola Investment Forum Pieter van Welzen London 24 May 2012 Investing in Angola: legal aspects

2. Overview Perspective: foreign investor Background and trends Legal framework for investing London 24 May 2012 2 UK – Angola Investment Forum

3. Background and trends Foreign investment = regulated activity: State plays important role in economic activity Legal framework and infrastructure influenced by: Portuguese colonial period Civil war/ ideology Oil boom London 24 May 2012 3 UK – Angola Investment Forum

4. Background and trends Result: Still laws from colonial period Ad-hoc regulation and arrangements Regulations often outdated in terms of contents and enforceability Angolan legal doctrine and analysis to be developed Process to modernise legal framework and infrastructure and make it more up to date More emphasis on enforcement London 24 May 2012 4 UK – Angola Investment Forum

5. Background and trends Sectors: Oil and gas (exploration/ production) Mining (exploration/ production) Financial services Other sectors Integration of oil/gas and mining sector into local economy More stable and modern legal environment London 24 May 2012 5 UK – Angola Investment Forum

6. Legal Framework for investing Private Investment Law Foreign exchange regulations Taxes Local content requirements Sector specific rules: e.g. oil/gas, mining, financial services International legal framework London 24 May 2012 6 UK – Angola Investment Forum

7. Legal Framework for investing Private investment law applies to all investments in Angola and any establishment in Angola (excluding oil and gas exploration, mining and financial institutions) minimum amount to be invested: USD 1 million form of foreign investment: –transfer of funds from abroad –application of moneys held by non-residents in foreign currency accounts in Angola –reinvestments –import of machinery, equipment, etc. –technology and know-how London 24 May 2012 7 UK – Angola Investment Forum

8. Legal Framework for investing application process with ANIP –detailed proposal to be submitted to ANIP –assessment of proposal by ANIP –negotiation of investment conditions (commission with representatives from tax authorities, custom authorities and BNA); –approval –result: investment contract with ANIP (published) London 24 May 2012 8 UK – Angola Investment Forum

9. Legal Framework for investing investor has guarantees and can obtain incentives –guarantees: –repatriation of capital and dividends (subject to BNA rules/availability forex) –protection of rights –incentives: –tax benefits –custom benefits –tax exemptions and reduction (duration and size dependent on location of investment) London 24 May 2012 9 UK – Angola Investment Forum

10. Legal Framework for investing Foreign exchange regulations Scope –General rules –Specific rules for oil and gas sector General: forex transactions require authorisation of BNA Certain transactions: –Local bank monitor compliance London 24 May 2012 10 UK – Angola Investment Forum

11. Legal Framework for investing Taxes Modernisation of fiscal system Industrial tax (rate being reduced from 35% to 30%): also applies to companies without a presence in Angola Transfer pricing rules Stamp duty Capital application tax (10-15%) London 24 May 2012 11 UK – Angola Investment Forum

12. Legal Framework for investing International legal framework Angola is not a party to NY Convention on arbitration (but local arbitration under international rules is possible) Bilateral investment treaties: only treaty with Cape Verde has been ratified) No double taxation treaties (but discussions with The Netherlands and Portugal) London 24 May 2012 12 UK – Angola Investment Forum

13. Legal Framework for investing World Bank Doing Business rankings Protecting Investors: –Angola has a higher ranking than France, Spain and The Netherlands. London 24 May 2012 13 UK – Angola Investment Forum

14. Clifford Chance Contact Pieter van Welzen Clifford Chance LLP Droogbak 1a 1013 GE Amsterdam The Netherlands Direct dial: + 31 (0)20 7119154 Mobile : + 31 (0)65 0285809 pieter.vanwelzen@cliffordchance.com With thanks to FBL Advogados

15. Clifford Chance, Droogbak 1A, 1013 GE Amsterdam, PO Box 251, 1000 AG Amsterdam © Clifford Chance LLP 2012 Clifford Chance LLP is a limited liability partnership registered in England and Wales under number OC323571. Registered office: 10 Upper Bank Street, London, E14 5JJ. We use the word 'partner' to refer to a member of Clifford Chance LLP, or an employee or consultant with equivalent standing and qualifications. Clifford Chance LLP is registered in The Netherlands with the commercial register of the Chambers of Commerce under number 34360401. For our (notarial) third party account details, please see www.cliffordchance.com/locations/netherlands/netherlands_regulatory.html AMSDAM-1-875456-v1 www.cliffordchance.com UK – Angola Investment Forum