CFO SYMPOSIUM 2012: INVESTING IN EMERGING MARKETS

20 June 2012

Jean Pierre KoolmeesVistra Singapore

Agenda

• Introduction to Vistra

• Investing in Emerging Markets – What’s the Outlook?

• Practical Structures for Investing in Emerging Markets

• Alternative Structures for Pre-IPO / Family Holding / Operating Activities

1

INTRODUCTION TO VISTRA

2

About Vistra

3

• Global independent provider of trust, fiduciary, corporate and funds services

• Established in 2006, with roots dating back to 1982

• 2009: Entry of IK Investment Partner (Private Equity firm) as key shareholder

• 2011: IK Investment Partners acquires Offshore Incorporations group and merge the corporate service part of the Group with Vistra.

• Today: A global leader in trust and corporate service , boasting the most balanced geographic reach globally

• 350 professionals in 23 offices, 19 jurisdictions

• Personal and tailored services

Vistra Milestones (1)

4

MBI of Chiltern (LDB/Jersey)

Q2 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q2 2008

Q2 2008 Q1 2009 Q2 2009 Q1 2010 Q3 2010 Q3 2010

Q3 2010 Q3 2010 Q4 2010 Q4 2010

Launch ofVISTRA Brand

Start-UpGVA & AMS

Acquisition Benelux Trust (LUX)

Acquisition Monterey (NL & NA)

Acquisition ACSA (CYPRUS)

Set up of Funds services (Jersey & Lux)

Start-up HONG KONG

Start-UpIRELAND (brass plate)

Opening UAE (based in Dubai)

Start-upSINGAPORE

AcquisitionIBSL (MALTA)

Partnership with Centrapriv(ZURICH)

Opening NEW YORK (rep. office)

Opening FRANKFURT(rep. office)

Acquisitionin Guangzhou(CHINA)

Q3 2011

Merger ofThe Offshore Incorporations Group (ASIA)

Vistra Milestones (2)

5

Acquisition Cynosure(mainland China)

Q4 2011 Q1 2012 Q4 2012 Q4 2012

Set up of Funds services in Hong Kong

Start-UpMauritius

Acquisition FTC Trust (Netherlands)

BELGIUMTel +31 76 560 9900sjaak.ten.hove@vistra.com

CHINABeijingTel +86 10 8592 0233Lee.thun@vistra.comGuangzhouTel +86 20 8384 8101 katherine.huang@vistra.comShanghaiTel +86 21 6361 6488Lee.thun@vistra.com

CURAÇAOTel +599 9 736 6044gerard.van.spall@vistra.com

CYPRUSTel +357 25 817411arjan.schaapman@vistra.com

GERMANYTel +49 69 583 035700frank.walenta@vistra.com

HONG KONGTel +852 2521 3661john.ashwood@vistra.com

IRELANDTel +353 1 665 5999 sean.murray@vistra.com

JERSEYTel +44 1534 504 700chris.burton@vistra.com

LUXEMBOURGTel +352 42 22 29 ivo.hemelraad@vistra.com

MALTATel +356 21 314 259 Marco.bugelli@vistra.com

MAURITIUSTel +230 403 6016oliver.hoyng@vistra.com

NETHERLANDSAmsterdamTel +31 88 560 9950 tako.van.ginkel@vistra.comBredaTel +31 88 560 9900 sjaak.ten.hove@vistra.com

NEW ZEALANDTel +44 20 7268 2430 david.rudge@vistra.com

SINGAPORETel +65 6438 1330 jp.koolmees@vistra.com

SWITZERLANDGenevaTel +41 22 319 18 90walter.stresemann@vistra.comZurichTel +41 44 296 68 68 michel.howald@vistra.com

TAIWANTel +886 2 2718 1220 nadine.feng@vistra.com

UNITED ARAB EMIRATESTel +971 4 401 9258esther.boers@vistra.com

UNITED KINGDOMTel +44 20 7268 2430 david.rudge@vistra.com

UNITED STATESTel +1 212 787 1848 ej.schoop@vistra.co

Our Presence

6

7

A network specifically developed to provide the best possible and individually tailored solutions

Creating Solutions

GLOBAL PRESENCE - LOCAL KNOWLEDGE

8

• Offshore and onshore solutions for thoseoperating in the worldwide marketplace

• Advice on maximising jurisdictional andcorporate framework advantages

• Provision of management and administrationfacilities

Corporate Services

Executive Incentives & Retirements plans

• Variety of executive incentive arrangements

Intellectual Property

• Management and performance of clients assets(licensee performance, collecting royalties,renewing licenses…)

Company formation & Management

Offshore Incorporations

• In all premier jurisdictions• Wide range of shelf companies

Escrow Services

• From security arrangement to LoC• Transactions and projects where completionis only reached over a period of time

Securitisation Vehicles

• Setting up, management, accountingand administration

Trusts & Foundations

• Full range of trust and foundation andmanagement options

• Correct vehicle in correct jurisdiction• Tax and estate planning, employee benefits,charitable trusts and foundation.

Trustee & Fiduciary Services

Estate Planning

• Trust and civil law foundation Correct vehicle incorrect jurisdiction• Corporate ownership structures (when realestate, art collection…)

Family Office

• Bespoke, personal and professional service basedon the multi-family office model• Structuring and management of family’s assets

9

10

Funds Services (Hong Kong, Jersey & Luxembourg)

Fund Formation

• Development of the fund structure andset up of fund vehicles

• Coordination of all advice• Obtaining regulatory approval

Fund Administration

• Independent and flexible fund administrationplatform

• Virtual middle and back office with the necessaryinfrastructure

Transfer Agency

• Dealing with subscriptions and redemptions• Maintaining the register of investors

11

Business Services & Outsourcing

Accounting Services

• From private investment holding tointernational trading companies• Accounting and taxation complianceservices for companies• Meeting of statutory requirements• IFRS accounting• Consolidation services

Bank Account Services

• Bank accounts opening in onshoreand offshore locations

Trade & Treasury Services

• Comprehensive range of trade supportservices

• Management of Letters of Credit, tradedocumentation and banking

Payroll & Outsourcing Services

• Full support and comprehensive range of services

China Business Solutions

• Registration and on-going administration processfor a China business entity

Customised Office Packages

• Customised suite of post incorporation office servicesaimed at creating presence and substance

Vistra’s Key Strengths

12

What sets us apart from the competition is the combination of the following key characteristics

Truly Global

TrulyIndependent

• 23 offices• “One-stop” services shop • Strong local market knowledge and jurisdictional expertise

• No affiliation to a bank, law firm or accountancy firm

• Relationship driven and product oriented (tailormade)• Timely delivery• Quality of services• Confidentiality, discretion and data protection

TrulyPersonal

INVESTING IN EMERGING MARKETS –WHAT’S THE OUTLOOK?

13

Leading Emerging Markets – Drivers of Global Growth

Emerging markets

BRIC

SEAAfrica

By 2020, the BRICs are expected to account for nearly 50% of all global GDP growth

Developing Asia is still projected to grow most rapidly at 7½ percent on average during 2012–13

Economic activity in the Middle East and North Africa is expected to accelerate in 2012-13

South Africa—and the region's output is expected to expand by around 5½ percent in 2012

Estimates show that 70% of world growth over the next few years will come from emerging markets, with China and India accounting for 40% of that growth.

14

• Macroeconomic Outlook

� Growth prospects expected to moderate in the short term

� Slowdown in domestic demand following a period of rising inflation and interest rates in 2011

� However, stable Foreign Direct Investment (FDI) flows into these economies suggest that the medium to long-term outlook remains optimistic

• Challenges ahead

� Trade exposure to Eurozone: EU makes up at least a fifth of total exports for BRICs, with Russia particularly exposed

� Short-term capital is exiting BRICs : Equity outflows and stock market falls

� Declining confidence of businesses which could undermine investment plans

BRICs: Support for Weak Global Economy?

15

Africa: Changing Landscape?

16

• Macroeconomic Outlook

� With the recovery of North African economies and sustained improvement in other regions, growth across the continent is expected to accelerate to 4.5% in 2012 and 4.8% in 2013

� Short-term problems for the world economy remain as Europe confronts its debt crisis.

� Commodity prices -- crucial for Africa -- have declined from their peak due to weaker demand and increased supply, and some could fall further.

• Challenges ahead

� Slowing of the global economy has hit some African countries, notably those whose main export markets are in Europe and the United States

� Sustenance, broadening and deepening of political and economic reforms

� Building of infrastructure and human capital

17

SEA: Standing on Solid Grounds?

• Macroeconomic Outlook

�Expansion in Indonesia, Thailand, Malaysia, Philippines and Vietnam will climb to 5.6% in 2012, up from 5.3% in 2011

�Global uncertainties and natural disasters shed a negative light on the growth prospects of the region

• Challenges ahead

�Need to find new drivers for long-term sustainable growth

�Need to increase domestic demand to offset slowdown in export demand

�Balance between growth and inflation

Emerging Markets – One size Fits All?

Brazil Russia India China Africa SEA

Industry Agriculture (resource-rich)

Oil & natural gas (resource-rich)

Technology services (people-rich)

Manufacturing (people-rich)

Naturalresources (resource-rich)

Agriculture/ Manufacturing

CommonInboundInvestmentLocation(s)

NetherlandsLuxembourg

Cyprus MauritiusSingapore

Hong Kong Mauritius Singapore

18

General Considerations for Investments

• SWOT Analysis

• Acquisition/merger/new set-upBusiness

Environment

• Financing of investment

• Taxation implications

• Projection of returnsFinance

• Local laws

• Licensing & regulatory requirements

Legal

• Local culture

• Local manpower resourcesHuman Capital

19

PRACTICAL STRUCTURES FOR INVESTING IN

EMERGING MARKETS

20

Practical Structures for BRIC

21

Practical Structures - Brazil• Although Brazil doesn’t impose dividend withholding tax, Brazil has “anti-avoidance” tax rules targeted at doing business with 55 tax haven countries (countries which do not tax income or tax below 20%)

• Brazil also has a separate list of 9 countries with “privileged tax regime” (include Luxembourg & Netherlands)

• Luxembourg holding companies have been removed from the list on 28 March 2011

• Suspensive effect on inclusion of Netherlands on 25 June 2010

• Both Luxembourg and Netherlands have domestic withholding tax of 15% on dividends (can be reduced by treaty / EU Directive)

Investor

Netherlands/

Luxembourg

Brazil

22

Practical Structures - Russia

• Dividend Withholding Tax (DWT) from Russia to Cyprus 5% (or 10% for investments less than 100,000 Euro)

• Dividend received tax exempt in Cyprus

• No dividend WHT from Cyprus

• Sale of shares in Russian company also tax exempt on basis of the capital gains exemption

Investor

Cyprus

Russia100

(after tax

profit)

95

95

23

Practical Structures - India• Mainly for exemption of capital gains

• Ongoing debate on Mauritius-India treaty

• Singapore increasingly popular for routing investments into India

• No capital gains tax in Singapore & under Singapore-India DTA, no taxing rights to India for gain on sale of shares provided that the Singapore company is not a conduit

• Dividend received is tax exempt in Singapore (if conditions fulfilled) / taxed at effective rate of 3% in Mauritius

• No dividend WHT from Singapore/ Mauritius

Investor

Mauritius/

Singapore

India

24

26

HK Holding

Company

Investor

PRC WFOE/FICE

Practical Structures - China

• Dividend Withholding Tax (DWT) from PRC to Hong Kong 5%

• Dividend received tax exempt in Hong Kong

• No dividend WHT from Hong Kong

• No capital gains tax in Hong Kong

• Profits are “locked” in Hong Kong instead of PRC

25

26

Investor

HK Holding/ Trading

Company

PRC WFOE/FICE

100%

100%

Practical Structures - China

• Closer Economic Partnership Arrangement (CEPA) between HK & PRC

• Trading profits booked in HK are automatically not booked in PRC

• Offshore profits claim in HK, therefore profits not subject to tax in HK

• Transactions to be at arm’s length

• No VAT/import/export duties in HK

Practical Structures for Africa

27

Practical Structures - Africa

• Why Mauritius:� Has widest treaty network with African countries

� Investment Promotion and Protection Agreement with Africa (increases protection & investor confidence)

• Reduced withholding tax rates covered in treaties

• Mauritius GBL1 effectively taxed at 3%

• No dividend WHT from Mauritius

Investor

Mauritius

Africa

28

29

Practical Structures for SEA

Practical Structures - SEA

•No capital gains tax in Singapore

•Dividend received tax exempt in Singapore (if conditions fulfilled)

•No dividend WHT from Singapore

•Singapore is one of the most attractive investment holding location in the region due to its extensive treaty network

Investor

Singapore

Indonesia/

Vietnam/

Thailand/

Philippines

30

ALTERNATIVE STRUCTURES FOR

PRE-IPO/ FAMILY HOLDING /

OPERATING ACTIVITIES

31

Using Trust to Hold Pre-IPO Shares

Settlor(Client)

Trustee

Holding Company

TrustBeneficiaries

Pre-IPO Shares

• Proper wealth planning in advance - Easier

to transfer assets before IPO, as it is subject to less regulatory constraints and disclosure.

32

Settlor(Client)

Trustee

SPTC

PurposeTrust

Beneficiaries

Trust Assets

Trust

Holding Company• Settlor may be appointed as director

of the SPTC and assume the role of

Trustee to gain full control of the Trust.

Trust Administrator

Singapore Private Trust Company (SPTC)

33

Trust with Limited Partnership

Limited Partnership

Settlor(Client)

Trustee

TrustBeneficiaries

Trust Assets

Holding Company

• Settlor may be appointed as director of the Corporate

General Partner to gain full management and investment

control of the Trust Assets.

• Trustee will be guided by Settlor’s written letter of

wishes in making distributions to the Beneficiaries.

CorporateGeneral Partner

CorporateLimited Partner

34

Contact Details

Jean Pierre Koolmees jp.koolmees@vistra.com DID: (65)6854 8021

Christine Tan christine.tan@vistra.com DID: (65)6854 8061

Angie Han angie.han@vistra.com DID: (65)6854 8053

Mehjar Auckbarally mehjar.auckbarally@vistra.com DID: (65)6854 8017

Lisa Tan lisa.tan@vistra.com DID: (65)6854 8015

Disclaimer: The contents of this presentation are made available for information purposes only. They do

not constitute an offer. Nothing in this presentation should be relied upon as constituting legal or other

professional advice and advice must be obtained from a suitably qualified professional before applying

the information to particular circumstances.

35