1. ABACUS TRUST COMPANY LIMITED International structuring using the Isle of Man 6 February 2009

2. Abacus Operating in the Isle of Man for over 30 years Former fiduciary services arm of Coopers & Lybrand International Member of Nexia International since January 2005 Professional staff – Lawyers / Accountants / Trust & Tax practitioners Assets under administration – approx US$6billion International client base – HNWI and Corporate Geneva office opened for business 2008 Winner of Large Organisation of the Year 2007

3. The Isle of Man Crown Dependency of the United Kingdom ‘AAA’ rating (S&P / Moody’s) Respected financial regulation Relatively low costs Fiscal independence: zero rate of corporate tax (Apr 2006) EU customs territory for VAT Fast growing offshore centre in the very heart of the British Isles

4. The Isle of Man

6. First UK Offshore centre to move to a 0% tax regime Regime complies with both EU and OECD requirements Many TIEAs and DTAs being entered into to confirm the Island’s commitment to international standards

7. International Structuring within the Isle of Man – typical vehicles Trusts Companies (especially the NMV) Yacht & Aircraft structures Funds Asset structuring

8. Potential Asset Classes Financial assets Non-financial Assets: –Residential and commercial property –Private / operating companies –Single line stock –Yachts and private jets –Art and antiques –Intellectual property

9. The New Manx Vehicle Introduced on 1 November 2006 Flexible and streamlined form of company in response to consultation Administratively simple and cost effective

10. NMV – Key Features Flexible Capital Structure Few constraints on distributions Flexible capacity and powers Flexible board structure Limited filing/accounting obligations Ability to vary the company

11. Flexible Capital Structure No prohibition on financial assistance No requirement for authorised share capital Ability to alter share capital by: –Consolidating –Subdividing –Redenominating

12. Distributions Solvency test following distribution Capital /assets in specie Can return share premium/capital without court approval

13. Capacity and Powers No restrictions on business activity Limited required content in Memorandum and Articles Significant degree of flexibility in permitted contents of M&A

14. Board Structure Minimum of one director (individual or body corporate) No IOM residency requirement No company secretary requirement Must have registered agent in IOM

15. Filing and Accounting Limited obligations No notification requirement for: –changes in directors –Alterations of share capital No filing/audit requirement for financial statements Records must be “sufficient to determine financial position of the company”

16. Variations in NMV Very simple procedures to permit: –Re-registering a 1931 company as NMV –Re-registering an NMV as any other company –Continuing a foreign company in the IOM as an NMV (and vice-versa) –Merging/consolidating companies –Converting an NMV to a PCC

17. The NMV A vehicle of choice for international structuring

18. Benefits of the Isle of Man for international structuring Very flexible corporate vehicle (NMV) Nil rate of corporate tax No stamp duty No withholding tax Ability to hold an EU VAT registration (ability to recover VAT)

19. International Agreements 2006 IOM enters into shipping and aircraft DTA with Netherlands Mirror DTAs now entered into with the following Nordic council countries Greenland11 April 2008 Finland14 June 2008 The Faroe Islands3 August 2008 Norway23 August 2008 Denmark26 September 2008 Sweden27 December 2008 Iceland28 December 2008

20. International Agreements What can be achieved by utilising the DTAs? Netherlands or NCC parent forms IOM subsidiary IOM subsidiary undertakes shipping/aircraft activities Activities carried out in “international traffic” This means movement of ship/aircraft is from a port in one jurisdiction to a port in another jurisdiction

21. International Agreements What is the tax advantage? Shipping/aircraft activities only subject to tax in IOM Rate of tax in IOM 0% Profits can be stockpiled “tax free” in IOM or reinvested gross No withholding tax on profit distribution from IOMco Possibility of using a Netherlands parent and distributing “tax free” via the participation exemption

22. Who to contact Craig Brown – Client Director Telephone: +44 (0)1624 689617 Mobile: +44 (0)7624 463877 Email: craig.brown@abacusiom.com Kevin Renshaw – Associate Tax Director Telephone: +44 (0)1624 689616 Mobile: +44 (0)7624 482438 Email: kevin.renshaw@abacusiom.com This presentation is for general guidance only. Action should not be taken without obtaining independent advice. Abacus Trust Company Limited is licensed by the Isle of Man Financial Supervision as a Corporate and Trust Service Provider. Abacus Financial Services Limited is licensed by the Isle of Man Financial Supervision Commission to conduct Investment Business.