1. Europe meets the America’s How to structure your investment in Aruba www.pwc.com/dutch-caribbean May 6, 2013 Hans Ruiter Rachel Vieira Maduro

2. PwC Agenda ContentsPage Aruba as a gateway3 Applicable taxes in Aruba4 What do we have in Aruba at this moment5 Proposed legislation in Aruba6 Possible structures in Aruba7 Principles sales company8 Tolling Manufacturing Model12 2 May 6, 2013Europe meets the America's

3. PwC Aruba as a gateway 3 May 6, 2013Europe meets the America's Aruba advantageous: Geographical location Languages Politically stable Other important advantageous: OECD white listed FATF approved Not a tax haven Wide range of fiscal products

4. PwC Applicable taxes in Aruba 28% profit tax 10% dividend withholding tax 1.5% turnover tax (VAT/IVA) (export exempted) 1.3% FEC on payments abroad Income and wage tax Europe meets the America's 4 May 6, 2013

5. PwC Fiscal regime in Aruba What do we have in Aruba at this moment Normally taxed NV (28%) Free Zone Company (2% + 0.75% facility charge) IPC regime -2% tax for certain activities Transparent NV/AVV -works for business without substance in Aruba like aircraft registration, however focus is business with substance Aruba Exempt Company -tax exempt for certain (financial) activities Participation exemption for foreign investments (active and subject to tax) 5 May 6, 2013Europe meets the America's

6. PwC Fiscal regime in Aruba Proposed legislation in Aruba Free Zone regime adjusted -no dividend withholding tax Tax Zone San Nicolas -2%/10%/15% tax on profit -no dividend withholding tax -no FEC Expat regulation -relief on high income tax for temporary employees from abroad IPC regime adjusted -activities to be further determined -profit tax rate of 10%/12%/15% -no dividend withholding tax Europe meets the America's 6 May 6, 2013

7. PwC Possible structures in Aruba Inbound Investment Structures Principal Sales Company Tolling Manufacturing Model Europe meets the America's 7 May 6, 2013

8. PwC Possible structures in Aruba Principal Sales Company Europe meets the America's 8 May 6, 2013

9. PwC Possible structures in Aruba Principal Sales Company Objectives Concentrate profits in low tax jurisdiction: 2% profit tax, instead of higher percentage in your country Move all of the mayor sales activities and related risks into one principal sales company in Aruba Minimize scope of local foreign representatives Language, security, time zone and culture 9 May 6, 2013Europe meets the America's

10. PwC Possible structures in Aruba Principal Sales Company Activities of Principal Purchase and sale contracts Inventory management Price and currency risks Debtor and credit risks Obsolete goods Europe meets the America's 10 May 6, 2013 The Model NL Production Company Aruba Free-(SN) Z0ne 2% Principal Company Aruba Free-(SN) Z0ne 2% Principal Company Colombian Commission Agent Colombian Sales Company Colombian Customer

11. PwC Possible structures in Aruba Principal Sales Company Europe meets the America's 11 May 6, 2013 The Model Aruba Tax Aspects 2% profit tax in Free-Zone Turnover tax exemption Expat regulation Dutch Tax Aspects Participation exemption Colombian Tax Aspects Limited commission based remuneration: subject to 33% CIT NL Production Company Aruba Free-(SN) Z0ne 2% Principal Company Aruba Free-(SN) Z0ne 2% Principal Company Colombian Commission Agent Colombian Sales Company Colombian Customer

12. PwC Possible structures in Aruba Principal Sales Company Conditions and Characteristics Organize the model up front for new activities Substance requirements Adequate transfer pricing documentation to prevent double taxation If possible up front tax agreements confirming the transfer pricing policy, in particular in Principal jurisdiction The Principal jurisdiction: excellent reputation, low tax on profits, stable tax regime and beneficial expat taxation regulation 12 May 6, 2013Europe meets the America's

13. PwC Possible structures in Aruba Tolling Manufacturing Model Europe meets the America's 13 May 6, 2013

14. PwC Possible structures in Aruba Tolling Manufacturing Model 14 May 6, 2013Europe meets the America's EU Company Aruba Free-(SN) Z0ne 2% Operator Aruba Free-(SN) Z0ne 2% Operator Colombian Production Plant Tolling FeeTolling Agreement Colombian Customers Sales Purchase contracts Raw Material Input Raw Material Output The model

15. PwC Possible structures in Aruba Tolling Manufacturing Model Aruba Tax – Project Management 2% profit tax in Free-Zone Turnover tax exemption Expat regulation No WHT on tolling fee Colombian Tax – Project Company Profit calculated on cost-plus basis and subject to 33% profit tax Europe meets the America's 15 May 6, 2013

16. PwC Possible structures in Aruba Tolling Manufacturing Model Conditions and Characteristic Organize the model up front and for new activities Substance requirements Adequate TP documentation to reflect the services rendered and the risk and activities performed If possible up front tax agreements confirming the TP policy 16 May 6, 2013Europe meets the America's

17. This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PwC Dutch Caribbean, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. © 2013 PwC Dutch Caribbean. All rights reserved. In this document, “PwC” refers to PwC Dutch Caribbean which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. Sharing knowledge and creating value… For more information please contact PwC Aruba: Hans Ruiter (hans.ruiter@an.pwc.com) Rachel Vieira Maduro (rachel.m.maduro@an.pwc.com)