MONTREALYOUR COMPETITIVE GLOBAL FINANCIAL CENTRE

2010

CONTENTS:

1. Montreal: a snapshot2. Montreal’s financial sector3. The value-added proposition

Proximity to markets Quality of life Talent advantage Low operating costs International Financial Centre incentive

4. Typical business case5. An excellent reputation

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MONTREAL

YOUR COMPETITIVE GLOBAL FINANCIAL CENTRE

• Population of 3.8M, 2nd largest city in Canada

• GDP of $125 billion 9% of Canada’s GDP

• Approx. 1 hour flight to New York, Boston, Toronto, Washington, and Philadelphia and 2 hours flight to Chicago.

• Strong professional services support(accounting, legal, engineering, asset services)

• Recognized Canadian leader in:

Aerospace Life sciences

Larger proportion of employment inpharma

than Boston and San Diego Information technology Finance R&D

Quebec has the highest proportion ofemployment in R&D in Canada

MONTREAL: A SNAPSHOT

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MONTREAL’S FINANCIAL SERVICES INDUSTRY

• 3,000 companies

• Over125,000 jobs

40% in securities, pension funds, and fund management

38% in banking

22% in insurance

• Local giants include:

• Home to: The derivatives arm of the TMX Group which recently partnered with the London Stock Exchange The Investment Industry Association of Canada (IIAC) chose TMX’s CCDC (Canadian Derivatives Clearing

Corporation) to develop a central counterparty facility for the fixed income market Finance related IT expertise thanks to CGI and Morgan Stanley ( over 7,000 jobs)

• Large talent pool in financial and actuarial mathematics

MONTREAL’S FINANCIAL SECTOR

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Access to 65% of North American

marketsYour talent advantage

Low operating

costs

International Financial Centre

status

THE VALUE-ADDED PROPOSITION

• International city

• Large talent pool

• Centre for innovation

• Low cost rent

• Low salaries

• Among lowest corporate income tax rates in North America (29.9%)

• An appealing business case

• 30% refundable tax credit

• 37.5 - 100% personal income tax exemption for foreign specialists

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• Proximity to large markets

• Local market potential

• Montreal’s pension funds among largest in Canada

• Strategic location

A COMPETITIVE GLOBAL FINANCIAL

CENTRE

MONTREAL: SHAPING YOUR NEW TALENT STRATEGY IN A CHANGING WORLD

• Highly educated workforce and diverse talent (+/- 50,000 immigrants per year)

• Strong support from universities (COOP programs, placement)

• Centre for Innovation: Ranks first in Canada for amount of research funding 30 units of academic research specifically in the areas of derivative products, portfolio management,

finance engineering, and financial accounting

• CFA Association is the 10th largest worldwide with more than 2,000 members (highest rate per capita)

• Approximately 40,000 accountants accredited each year in Quebec In Montreal, over16,000 (CA 7,131; CMA 4,600; CGA 4,725)

• Ranks 1st in North America for the number of university students per capita 168,000 university students, including 20,000 foreigners of which:

close to 8,000 students enrolled in finance related programs each year close to 400 graduate diplomas given every year (Masters and Ph.D.)

According to the prestigious Times Higher Education Supplement survey 2009, McGill University is the best public university in North America and ranks 18th among the world’s top 200 universities

YOUR TALENT ADVANTAGE

Source : Attractiveness Indicators 2009-2010

HEC Montréal MBA Makes the Forbes Top 10 Only Canadian school in the top one-year program ranking

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YOUR TALENT ADVANTAGE (CONT’D)

LANGUAGES SPOKEN IN MONTREAL

• The most trilingual population in Canada: nearly 20% of the population is fluent in at least 3 languages

• Over 50% is fluent in both French and English

Source: Statistics Canada, 2006 Census and Association of Canadian Studies

… 80 languages spoken

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The average median base salary in Montreal is 5.4% lower than in Toronto

Source: Economic Research Institute (ERI), April 2010

LOW OPERATING COSTSWAGES

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LOW OPERATING COSTSBENEFITS IN KIND

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LOW OPERATING COSTREAL ESTATE

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CBD = Central Business District

Source: Global Market Rents, , May 2010

Methodology: Local office costs are reported in USD on a per annum basis. This number reflects all occupancy costs, and therefore corresponds to “gross” rents. 1 USD = 1.02 CAD

The average gross cost of “Class A” rental is 52% more expensive in Torontothan in Montreal

Weighted Average Class A Gross Rental (CBD)

City Rent price (USD/s.f.) Price difference with Montreal

New York 64.51 63.6%

Toronto 59.86 51.9%

Vancouver 55.49 40.8%

Miami 44.73 13.5%

Boston 40.52 2.8%

Montreal 39.42 -

Source: January 2010

Federal Province/State City Total Difference with Montreal

Montreal 18.00* 11.90 - - 29.90 - -Toronto 18.00* 12.00 - - 30.00 0.3%Chicago 32.45 7.30 - - 39.75 32.9%

Boston 31.94 8.75 - - 40.69 36.1%New York 29.00 7.10 10.05 46.18 54.4%

Corporate Income Taxation Rates – 2010North America

Effective Tax Rate (%)

A NORTH AMERICAN COMPARISON OF CORPORATE TAX RATES

LOW CORPORATE TAX RATES

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* The federal tax rate in Canada will go down to 16.5% in 2011 and 15% in 2012

INTERNATIONAL FINANCIAL CENTRE INCENTIVECORPORATION

An unlimited* annual refundable tax credit of 30% on salaries paid to employees of an IFC (capped at $20,000 per job per year representing a salary of $66,667)

Corporate Incentive ELIGIBILITY

• Activities must involve at least one of the 25 Qualified International Financial Transactions (QIFT) – see appendix

• The Financial Transaction must cross a border: For local client transaction regarding

foreign product For foreign client transaction

regarding either local or foreign product• The transactional decision process must be

conducted in Montreal• The operations must be conducted by a

corporation and employ at least 6 employees

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Salary paid $40K $50K $66.67K $75K

Tax credit per job

$12K $15K $20K $20K

Tax credit for100 employees

$1,2M $1,5M $2,0M $2,0M

Tax credit for 200 employees

$2,4M $3,0M $4,0M $4,0M

Tax credit for 300 employees

$3,6M $4,5M $6,0M $6,0M

*unlimited in time and amount

Fiscal impact for the corporation (over one year)

1. Dealing in securities2. Clearing house services3. Investment advising and portfolio

management4. Deposits5. Loans6. Loans and deposits among IFCs7. Acceptance or issuance of letters of credit8. Financing by means of a bill of a exchange9. Foreign exchange operations10. Financial packaging (engineering)11. Development or design of new financial

products12. Insurance brokerage13. Reinsurance

14. Fiduciary services15. Factoring services16. Financial leasing 17. Organisation of a qualified investment fund18. Administration of a qualified investment

fund19. Management of a qualified investment

fund20. Distribution of the shares of a qualified

investment fund21. International treasury management22. Back-office operations23. Documentary collection24. Activities performed under the Quebec

Immigrant Investor Program25. Discount operations carried out regarding a

letter of credit or a commercial instrument

QUALIFIED INTERNATIONAL FINANCIAL TRANSACTIONS (QIFT)

INTERNATIONAL FINANCIAL CENTRE INCENTIVE

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THE IFC INCENTIVE SUMMARIZED:

Foreign Employee Benefits

A deduction in the calculation of all taxable income for a period of five years:

Year 1: 100% Year 2: 100% Year 3: 75% Year 4: 50% Year 5: 37.5%

INTERNATIONAL FINANCIAL CENTRE INCENTIVEFOREIGN EXPERTS

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As a foreign employee, you could save$176,136.80 over 5 years by working out ofMontreal instead of Toronto*

*Assumptions:

• $250,000 annual base salary• 2009 income tax rates have been applied to the 5 year

payroll computation• Income tax rates have been computed assuming the

employee has a spouse and four children as dependents

QUEBEC PERSONAL TAX

INTERNATIONAL FINANCIAL CENTRE INCENTIVEFOREIGN EXPERTS AND LOCAL EMPLOYEES (CONT’D)

Assumptions(A) 100% Quebec tax exemption on salary earned from an International Financial Centre for years 1 and 2(B) 75% Quebec tax exemption on salary earned from an International Financial Centre for year 3(C) 50% Quebec tax exemption on salary earned from an International Financial Centre for year 4(D) 37.5% Quebec tax exemption on salary earned from an International Financial Centre for year 5 2009 income tax rates have been applied to the 5 year payroll computation Income tax rates have been computed assuming that the employee has a spouse and 4 children as dependents

Year 1 $

(A)

Year 2 $

(A)

Year 3 $

(B)

Year 4 $

( C)

Year 5 $

(D)Total

Gross earnings 250 000.00 250 000.00 250 000.00 250 000.00 250 000.00 1 250 000.00

DeductionsQuebec pension plan 2 118.06 2 118.06 2 118.06 2 118.06 2 118.06Quebec parental Insurance plan 300.08 300.08 300.08 300.08 300.08Unemployment Insurance contribution 583.74 583.74 583.74 583.74 583.74

3 002.42 3 002.42 3 002.42 3 002.42 3 002.42

Salary before income tax deductions 246 997.58 246 997.58 246 997.58 246 997.58 246 997.58

Federal income tax 48 427.00 48 427.00 48 427.00 48 427.00 48 427.00

Quebec income tax - - 6 578.00 20 965.00 28 465.00

Net earnings 198 570.58 198 570.58 191 992.58 177 605.58 170 105.58 936 844.90

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ONTARIO PERSONAL TAX

TOTAL NET SAVINGS OF $176,136.80 OVER 5 YEARS

INTERNATIONAL FINANCIAL CENTRE INCENTIVEFOREIGN EXPERTS AND LOCAL EMPLOYEES (CONT’D)

Assumptions 2009 income tax rates have been applied to the 5 year payroll computation Income tax rates have been computed assuming that the employee has a spouse and 4 children as dependents

Year 1 $

Year 2 $

Year 3 $

Year 4 $

Year 5 $

Total

Gross Salary 250 000.00 250 000.00 250 000.00 250 000.00 250 000.00 1 250 000.00

DeductionsOPP 2 118.60 2 118.60 2 118.60 2 118.60 2 118.60EI 731.79 731.79 731.79 731.79 731.79

2 850.39 2 850.39 2 850.39 2 850.39 2 850.39

Salary Before Tax Deductions 247 149.61 247 149.61 247 149.61 247 149.61 247 149.61

Federal Tax 58 019.00 58 019.00 58 019.00 58 019.00 58 019.00

Ontario Tax 36 989.00 36 989.00 36 989.00 36 989.00 36 989.00

Net earnings 152 141.61 152 141.61 152 141.61 152 141.61 152 141.61 760 708.10

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MONTREAL’S COST ADVANTAGESUMMARIZED

COST COMPARISON FOR A 20 FTE FINANCIAL SERVICES BACK OFFICE IN MONTREAL“COST +30%”

PERCENTAGE DIFFERENCE BETWEEN MONTREAL AND OTHER CITIES

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Montreal Toronto Boston Chicago New YorkBase 9.7% 25.2% 15.7% 46.2%

IBM-PLI LOCATION BENCHMARKING TOOL

COST QUALITY MAP FOR FINANCIAL SERVICES – NORTH AMERICA

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March 2010

OTHER INCENTIVES

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LABOUR TRAINING PROGRAM

The financial assistance offered by Emploi-Québec is flexible. For example, it can apply to either labour force training costs or recruitment expenses. The financial assistance will vary between 25% to 50% of eligible expenses depending on the number of jobs created and location.

Grant allowed for the creation of more than 50 jobs:

Up to 25% of eligible training expenses (max $4M)

Up to 50% of human resource management services (max $100,000)

MAPLES FINANCE:

ON OCTOBER 1ST 2009, MAPLES FINANCE, AN INDEPENDENT GLOBAL FUND ADMINISTRATOR THAT PROVIDES FIDUCIARY, ACCOUNTING AND ADMINISTRATIVE SERVICES, ANNOUNCED THE OPENING OF A MONTREAL OFFICE TO SERVICE THE NORTHAMERICAN REGION AND ITS GROWING FUND ADMINISTRATION BUSINESS.

MAPLES FINANCE SELECTED MONTREAL FOR ITS POSITION AS A GLOBAL FINANCIAL CENTRE AND GATEWAY TO NORTH AMERICANMARKETS. THE RESOURCES AND ADVANTAGES THE CITY OFFERS GLOBAL FINANCIAL SERVICE COMPANIES INCLUDE: A BASE OF HIGHLYTRAINED LOCAL FINANCIAL SERVICES AND TECHNOLOGY PROFESSIONALS; A LARGE COSMOPOLITAN CITY WITH A WELL-EDUCATEDPOPULATION; A DIVERSE DEMOGRAPHIC AND MULTI-LINGUAL CAPABILITIES; AND WORLD-CLASS UNIVERSITIES.

MAXINE RAWLINS, CEO OF MAPLES FINANCE DESCRIBED THE MONTREAL OFFICE AS “A LONG-TERM INVESTMENT IN DEVELOPING AREGIONAL HUB THAT EXPANDS MAPLES FINANCE’S GLOBAL FOOTPRINT.”

TYPICAL BUSINESS CASE

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« We will look to grow our onshore fund administration business particularly in North America. Opening an office in Montreal expands Maples Finance’s global presence. With offices in seven jurisdictions, we decided to expand into Montreal for its highly trained workforce, its established financial expertise and proximity to North American financial centres. »

Maxine Rawlins, Chief Executive OfficerMaples Finance Fund Administrator, May 2009

IFC - MONTREAL

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IFC - MONTREAL IS A PRIVATE CORPORATION DEDICATED TO DEVELOPING THE FINANCIALSERVICES SECTOR OF THE CITY OF MONTREAL

We help you by:

1. Determining whether your company is eligible for the IFC Measure and guiding you through the process

2. Providing expertise and counselling on financial tax incentives

3. Connecting you to our network of partners and collaborators to optimize your business opportunities

4. Answering your requests for information

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AN EXCELLENT REPUTATION

JOHN ROOKEVICE-PRESIDENT, BUSINESS DEVELOPMENTINTERNATIONAL FINANCIAL CENTRE - MONTREAL404 ST. DIZIER STREETMONTREAL (QUEBEC) 514-287-1540 JOHN.ROOKE@CFIMONTREAL.COM WWW.IFCMONTREAL.COM

Thank you!

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« We are delighted to expand our internal operations in Montreal, one of Canada’s leading financial centers that is well regarded for its highly skilled talent base »

Jim Rosenthal, Managing DirectorMorgan Stanley, May 2008