Dear Mr.

Mazali

Following our
recent
 
"
whatsapp"
 conversation
 
please find below the procedures for the registration of the SPV (Special Project
Vehicle) in Mauritius as well as the standard process flow for the
funding/monetization of the BGs (Bank Guarantees).
As mentioned this is a very fast process of getting the funding required by your
clients for the projects that need funding. The SPV is very critical in the process as it
facilitates the whole process and makes it easy for the client to manage the funds not
to mention the ease with which they will access the funds.

(1) In regards to the offshore registration and please know that a GBC 2 conducts business outside
Mauritius and is typically used for trading, (non-financial) consultancy services or passive investment
holding. Pursuant to the Financial Services Act 2007, a GBC 2 cannot undertake any financial services
and/or financial business activities.

A GBC 2 has a minimum annual maintenance requirement and it is a confidential vehicle by law with
no public access to any company records. Unlike a GBC 1, a GBC 2 cannot avail the benefits of the
Mauritius double tax treaty network. Mauritius (which is on the OECD’s -Organisation for
Economic Co-operation and Development) ‘

W
hite

L
ist’ of jurisdictions which have substantially implemented internationally agreed standards) has
always adopted measures to ensure the soundness and transparency of the Mauritius jurisdiction, and
has extended full cooperation to overseas regulators and judicial authorities requesting information
on Mauritian entities.

For the Financial Services Commission of Mauritius (“FSC”) to exchange information in accordance
with applicable laws, the FSC must have the relevant information pertaining to individuals and
corporations doing business in Mauritius, the FSC requires:

1. Information on the promoter / beneficial owner/ultimate beneficial owner of GBC 2s (any

subsequent change thereof must be notified to the FSC within a month)

2. An outline of the business objective (any subsequent material change thereof must be notified
forthwith to the FSC)

3. An annual financial summary for a GBC 2 must be submitted to the FSC within 6 months of the
balance sheet date.

Prior to establishing a GBC 2, we would need to complete satisfactory due diligence on all persons
(distinct KYC/CDD requirements apply for individuals and corporates) associated with the proposed
company (directors,shareholders, beneficial owners, etc).

Upon receiving all required documentation and the fees, typically incorporation of a GBC 2 is
complete within 3-4 working days.
Kindly note that all original documents should be delivered or sent to Mauritius via courier and
regrettably the incorporation cannot proceed until the originals have been received.

The minimum Know Your Client/Customer Due Diligence (KYC/CDD) documents required for any
individual connected to the proposed company are as follows:

1. Certified passport copy (by banker or notary public) mentioning "Having seen the individual and
the identification documentation at the same time, I certify that this is a true copy of the original and
that the photograph is a reasonable likeness." 
2. A recent and original bank or credit card statement showing the full name and residential address
of the individual ("Care of" and "P.O. Box" addresses are unacceptable) 
3. A recent and original bank reference from a reputable bank confirming that a personal bank
account has been satisfactorily maintained by the individual for at least the last 24 months (minimum
period required) 
4. An updated curriculum vitae (resume) signed by the individual "recent" = the document/s must be
dated less than 3 months when received and/or relied upon by OCRA.

For fuller details, I will provide you with the following documents:

1. "Mauritius Personal Client Identification" PDF (for Individuals) and "Mauritius Corporate Client
Identification" PDF (for Corporate Shareholders)

2. The application form duly filled in and signed["GBC II Application Form" PDF]

3. Applicant to provide the Business plan or details about the business activity of the company
including a financial forecast for the next three years, source of funds, geographic location of business,
etc which should be signed by the client/s. (If commissioned to fully work on the comprehensive
business plan, a fee to be agreed upon will be charged separately from the schedule below)

4. A chart structure showing beneficial ownership and directorship of the proposed company, which
should be signed by the client/s

5. Consent of Director

6. Consent of Shareholder

The cost for the incorporation is as follows:

Incorporation Fees - USD 1,850

which includes:

-Application and reservation of company name

-Incorporation of the company

-Drafting of the constitution (M&A) for the company

-Assisting in the filling of the statutory forms (Consent forms)

-Liaising with a lawyer for the provision of a legal certificate required for incorporation

-Liaising with the local registrar and relevant authorities

-Preparation of the first minutes of meetings

-Preparing the Register of Members, Directors and Secretaries

-Issue of shares and production of share certificates

-Structuring the company as per application form

-Preparing the statutory file

-Preparation of a Company Seal/Stamp

-Preparation of the Corporate Pack

-Initial Government License Fee payable on incorporation

-Initial Government Return Fee payable on incorporation

Annual Fees - US$ 1,950

which include:

-Provision of a Registered Office Address to the company for one year

-Provision of a Registered Agent in the jurisdiction of Incorporation

-Provision of a Company Secretary, if required

-Effect all statutory filings on incorporation

-Maintain and update the Register of Members, Directors and Secretaries

-Maintain the minutes book of the company

-Maintain and update all due diligence documents for the officers of the company

-Maintain the books of accounts of the company (additional fees apply if accounting services opted)

-Disbursements with regards to courier charges, telephone, fax and email correspondence for matters
arising during the year

-Liaising with the relevant authorities for the payment of annual license fees to keep the company in
good standing

-First Annual License Fees ("FAL") for the period from the date of incorporation until the following
30th June – July to September = US$ 235, October to December = US$ 175, January to March = US$
120, April to June = US$ 60

Government Annual License Fees                                                                 - USD 500 + FAL

Total first year fees (minimum amount payable in advance before incorporation)

-
 USD 4,300 + FAL

Subsequent annual fees                               
                                      
       
- 
USD 2,850

Bank account opening fee                                        

                                  
 - USD 2,500 

Flight to Mauritius + expenses                                          

                          
   - USD 3,500 

Notarized Mandate + NCNDA Fee                                           

                      
     - USD 2,500 

Service Fee                                                                                      

                     
       - USD 3,000
                  
 
                                          
  - Grand Total
  
  USD 19,150

(2) Bank Guarantee Funding (BG) - Leased & Owned

Instrument & Service Description:

Complete Bank Guarantee Funding to Non Recourse Loan for Leased &
Owned BGs.
We offer 2 types of Bank Guarantee Funding settlement methods:
1/ Bank SWIFT - We use the Bank SWIFT Network to have the Bank Guarantee
(BG) delivered Bank to Bank using SWIFT MT799 followed by SWIFT MT760.
2/ Euroclear - We use the Euroclear Network because the Euroclear settlement
process is fast, transparent and uses the Free Euroclear Delivery process so Clients
DO NOT incur any SWIFTING FEES or Delays. Euroclear is a well established
European financial transaction settlement network that was founded in 1968 by JP
Morgan and continues to operate successfully employing over 3500 people today.
Bank Guarantee Funding services are ideal for clients looking to Discount, Monetize,
Fund or create an immediate Non Recourse loan against a Leased Bank Guarantee
(BG) that they control. The Bank Guarantee Funding process for Leased Bank
Guarantees (BG) issues Non Recourse funds to the Client shortly after the Bank
Guarantee (BG) is delivered to the Bank Guarantee Funder.
Important: Our contracts also include the Bank Guarantee Funder
returning the Leased Bank Guarantee (BG) to the Issuing bank 15 days
prior to the Bank Guarantees (BG) expiration. This is a critical
requirement of most Leased Bank Guarantee Issuers.
Bank Guarantee Funding LTV:
 5 to 20M Bank Guarantees              - 45% to 55% Non Recourse
20M+ Bank Guarantees                   - 55% to 65% Non Recourse
Owned - Complete Sale                   - 80% Non Recourse
Owned - Monetization with no Sale  - 70% to 80% Non Recourse
*A "non-recourse" debt is a type of loan that is secured by collateral, which

in this case will be the BG

. If the borrower defaults, the issuer can seize the collateral, but cannot seek out the borrower for any further compensation, even if
the collateral does not cover the full value of the defaulted amount.
Estimated Completion Time:
7 to 14 Days after all documents are signed and verified or 3 to 4 Days after
Instrument Delivery on the SWIFT or Euroclear Networks.
Closing Process - SWIFT
1. After execution of the Bank Guarantee Funding contract by both parties the
Client will instruct his bank to send SWIFT MT799 to the bank coordinates
provided by the Funder.
2. The Funders bank on receipt of the SWIFT MT799 from the client’s bank
will reply with a SWIFT MT799.
3. On receipt of the Bank Guarantee Funders SWIFT MT799 the Clients bank
will deliver the Bank Guarantee (BG) by SWIFT MT760 to the Bank
Guarantee Funders bank.
4. Upon receipt, confirmation and delivery of the SWIFT MT760 the Bank
Guarantee Funder will within maximum four (4) banking days grant a Non
Recourse Loan for the LTV as agreed from its nominated bank to the Client.
5. The Bank Guarantee Funder agrees to return the Bank Guarantee (BG)
unencumbered fifteen (15) calendar days before the 1 year anniversary of
the signed contract between the parties.
Closing Process - Euroclear:
1. After execution of the Bank Guarantee Funding contract by both parties the
Client will instruct his bank to assign the Bank Guarantee (BG) using FREE
Euroclear Delivery to the bank coordinates provided by the Bank Guarantee
Funder.
2. The Clients Banker shall immediately email a certified Euroclear execution
receipt of the Bank Guarantee (BG) delivery to the Bank Guarantee Funder.
3. Upon receipt and confirmation of the Euroclear assignment and delivery,
the Bank Guarantee Funder will within maximum three (3) banking days
grant a Non Recourse Loan for the LTV as agreed from its nominated bank
to the Client.
4. The Bank Guarantee Funder agrees to return the Bank Guarantee (BG)
unencumbered fifteen (15) calendar days before the 1 year anniversary of
the signed contract between the parties.
Example:
The Bank Guarantee (BG) is issued with a Value of: $100,000,000
The Bank Guarantee Funding (BG) is Non Recourse at 65% LTV
being: $65,000,000 

The Client is paid $65,000,000

I hope the foregoing will inform you of the requirements to fully incorporate the company in
Mauritius and the process of securing funding. Please feel free to contact me for any further
clarification
and if need be I can avail myself in Dar-es-Salaam if they are willing to meet the travel expenses just
as the SSJ did the last time I was there.

Very kind regards,