1. ACC International Legal Affairs Committee Legal Quick Hit Corporate Migration: Why Are So Many Companies Choosing Ireland? Presented by Ailish Finnerty (Tax Partner) Arthur Cox - Ireland May 13, 2010

2. Why Corporate Migration?  Perceived US tax policy shift against off-shore tax havens  Move towards top holding company in tax treaty jurisdiction

3. Why Ireland  Low corporate tax rate (12.5%) on trading profits and trading dividends  EU member, euro (€) zone member and English speaking  Extensive double tax treaty network  Common law jurisdiction similar to the USA  Generous incentives available for investment  Highly developed legal, tax, economic and financial infrastructure and well-educated labour force

4. Effecting the Migration  Incorporate a new parent company in Ireland  Share for share exchange  Cancellation scheme of arrangement  Merge an EEA company into an Irish company  Convert an EU company into a Societas European (S.E.) and move its corporate seat to Ireland  Migrate the tax residence of an existing company to Ireland

5. Tax Issues - Residence  General Test – Central Management and Control in Ireland  Board of Directors  Strategic Decision-Making

6. Tax Issues - Dividends  Payment by Irish Resident Company  Dividend Withholding Tax @ 20%  Various Exemptions  EU/DTT residents & not under control of persons not so resident or shares in recipient/parent traded on SE in EU/DTT  Income Access Shares  ADR exemption  Receipt by Irish Resident Company  Taxable @ 25% or @ 12½% if trading dividends with credit for withholding tax / underlying tax

7. Other Tax Issues  Stamp duty on share transfers of 1%  ADR exemption  No thin capitalisation rules  No controlled foreign corporation / sub-part F rules  Generally no capital gains tax on sale of shares by non- resident (and exemption for disposal of 5%+ shares in a company part of a trading group and resident in EU/DTT)  Limited transfer pricing rules

8. Conclusion  Migrated HQ to Ireland - Accenture-Cooper Industries -Covidien-Ingersoll-Rand - Warner-Chilcott-Willis - James Hardie -TBS Shipping - Charter plc-Shire Pharmaceuticals - Experian

9. For further details, please contact: Ailish Finnerty Partner, Arthur Cox Telephone: + 353 1 618 0561(direct) Fax: +353 1 618 0775 Email: Ailish.Finnerty@arthurcox.com