1. Transaction structure & jurisdictions John Fulton, Head of Tax

2. © HKAC | Hong Kong | 3 Nov 15 | 2

3. © HKAC | Hong Kong | 3 Nov 15 | 3 Transaction structure & jurisdictions 1Developing a deal structure with SPC

4. © HKAC | Hong Kong | 3 Nov 15 | 4 Transaction structure & jurisdictions 2Tradability of assets

5. © HKAC | Hong Kong | 3 Nov 15 | 5 Transaction structure & jurisdictions 3Suitable jurisdictions for operating leasing

6. © HKAC | Hong Kong | 3 Nov 15 | 6 Transaction structure & jurisdictions 1Developing a deal structure with SPC 2Tradability of assets 3Suitable jurisdictions for operating leasing

7. © HKAC | Hong Kong | 3 Nov 15 | 7

8. © HKAC | Hong Kong | 3 Nov 15 | 8 Transaction structure & jurisdictions 1Developing a deal structure with SPC

9. © HKAC | Hong Kong | 3 Nov 15 | 9 Developing a deal structure with SPC Lessee [ ]

10. © HKAC | Hong Kong | 3 Nov 15 | 10 Developing a deal structure with SPC Lessee [ ] Operating lease

11. © HKAC | Hong Kong | 3 Nov 15 | 11 Developing a deal structure with SPC Lessee [ ] Lessor Operating lease

12. © HKAC | Hong Kong | 3 Nov 15 | 12 Developing a deal structure with SPC Lessee [ ] Lessor [Ireland] Operating lease

13. © HKAC | Hong Kong | 3 Nov 15 | 13 Developing a deal structure with SPC Lessee [ ] Lessor [Ireland] Operating lease Loans, shares, other interests Investors [ ]

14. © HKAC | Hong Kong | 3 Nov 15 | 14 Developing a deal structure with SPC Lessee [ ] Lessor [Ireland] Operating lease Loans, shares, other interests Investors [ ] No WHT Efficient tax No WHT

15. © HKAC | Hong Kong | 3 Nov 15 | 15 Developing a deal structure with SPC Lessee [ ] Lessor [Ireland] Head lease Loans, shares, other interests Investors [ ] No WHT Efficient tax No WHT [ ] Operating lease

16. © HKAC | Hong Kong | 3 Nov 15 | 16

17. © HKAC | Hong Kong | 3 Nov 15 | 17 Transaction structure & jurisdictions 1Developing a deal structure with SPC

18. © HKAC | Hong Kong | 3 Nov 15 | 18 Developing a deal structure with SPC Ultimate investor pays tax (if any) only at home and minimal tax impediments on the way through

19. © HKAC | Hong Kong | 3 Nov 15 | 19 Developing a deal structure with SPC Entry (eg. aircraft purchase, delivery, import, financing, security) Term (eg. aircraft rentals, interest, expenses) Exit (eg. aircraft redelivery, export, sale)

20. © HKAC | Hong Kong | 3 Nov 15 | 20 Developing a deal structure with SPC 1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees 2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping) 3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes

21. © HKAC | Hong Kong | 3 Nov 15 | 21

22. © HKAC | Hong Kong | 3 Nov 15 | 22 Transaction structure & jurisdictions 2Tradability of assets

23. © HKAC | Hong Kong | 3 Nov 15 | 23 Tradability of assets 1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees 2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping) 3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes

24. © HKAC | Hong Kong | 3 Nov 15 | 24

25. © HKAC | Hong Kong | 3 Nov 15 | 25 Transaction structure & jurisdictions 3Suitable jurisdictions for operating leasing

26. © HKAC | Hong Kong | 3 Nov 15 | 26 Suitable jurisdictions for operating leasing 1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees 2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping) 3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes

27. © HKAC | Hong Kong | 3 Nov 15 | 27 Lessee [ ] Lessor [Ireland] Head lease Loans, shares, other interests Investors [ ] No WHT Efficient tax No WHT [ ] Sub lease Suitable jurisdictions for operating leasing

28. © HKAC | Hong Kong | 3 Nov 15 | 28

29. © HKAC | Hong Kong | 3 Nov 15 | 29 Thank you John Fulton Head of Tax john.fulton@hkac.com