Gateway to Europe Investment in Cyprus

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Who we are

Azzurro Homes is a Developing and Construction Company based in Cyprus, which provides via a third Party Permanent Residence in Cyprus by acquisition of property.

Contact info: Telephone: 00357 26 622932

Fax: 00357 26 621723 Email: reservations@azzurrohomes.com

info@azzurrohomes.com Skype: azzurrohomes

Amit Gupta Head - Business Development

Mobile: +91-981 115 6812 E-mail: amit@azzurrohomes.com

Personnel: Andreas Mitas Managing Director Antreas Elia Managing Director

Mustafa Zahri Marketing Manager Amit Gupta Head Business Development

Joanna Christodoulou Advocate and Legal consultant

Index Cyprus at a glance 3 Cyprus Permanent Residence 4 Cyprus Double Tax Treaty 5 Cyprus Taxes 6 Residential Property Price Index 7 Property Rental Return 8 Universities in Cyprus 9 Average Temperatures 10 Invitation Letter requirements 11 Required Documents for PR Cyprus 12 Corporate Services 14

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Cyprus at a glance

• Cyprus is a centre trading point for three main continents, Europe, Africa and Asia.

• Over decades Cyprus has transformed its economy to become a leading centre for

• financial services • shipping registration and management • corporate services • real estate and tourism • The island joined the European Union in May 2004 and joined the Euro currency

in 2008 • The population is almost 800,000 and it is the third largest island in the

Mediterranean • Cyprus has friendly and hospitable people with low crime rates a high standard

of living, excellent medical system and excellent road infrastructure • The official languages of Cyprus are Greek, Turkish and English • Cyprus has a flexible migration policy • The lowest corporate tax rate in Europe at only 10%. • Macroeconomic stability with successful economic performance • Cyprus is one of the most attractive locations for foreign investments with

proven track records   • We have efficient legal, accounting and banking services • An advanced telecommunications network and infrastructure • Highly qualified and multilingual work force • Reputable International Shipping Centre • We have a high standard of education and

excellent international schools • No traffic jams • No pollution • We use the Common law system • We are a Member of the commonwealth • Cyprus is a fantastic island in which to live and

work and a popular Holiday Destination • 3rd largest island in the Mediterranean: 9,251km2 • Under The Cyprus Constitution Article 18 states

that....“Every person has the right to freedom of thought, conscience and religion”....“All religions are equal before the law”....“Every person is free and has the right to profess his faith and to manifest his religion or belief, in worship, teaching,

practice or observance, either individually or collectively, in private or in public, and to change his religion or belief”....“The use of physical or moral compulsion for the purpose of making a person change or preventing him from changing his religion is prohibited.

• The main religion of Cyprus is Christian (Greek Orthodox), however there is a

Turkish Cypriot community who are in the main part Muslim.

European Union member since 2004 - Euro currency since 2008

Buddhist temple Hindu Temple Athienou near Larnaca

Gurdwara Sangatsar Sahib Paphos

Limassol

Larnaca

Famagusta

Nicosia

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Cyprus Permanent Residence (Category ‘F’) Category F was initially directed to people that arrived in Cyprus and remained in Cyprus as tourists and have their income arrive from abroad. During the peak of the financial crisis the Minister of Interior decided to combat the ongoing crisis by presenting a new regulation on the 28 of May 2009 regarding Category F by providing incentives to third country citizens. This regulation was further amended on 22 August 2012 to create a new and accelerated procedure for granting Immigration Permits to applicants who are third country nationals and intend to invest in the Republic of Cyprus. According to the provisions of Regulation 6(2) of the Aliens and Immigration Regulations, the Minister of the Interior decided to issue Immigration Permit to applicants, who are third country nationals, provided that they fulfil the following criteria: (a) The applicant must prove that he has at his disposal a secured minimum

annual income of €30.000, from sources other than employment in Cyprus. The required income of €30.000 could derive from salaries of employment abroad and not in Cyprus, pensions, stock shares, rents, etc. The necessary minimum annual income is increased by €5.000 for each dependent person.

(b) The applicant must submit the application form accompanied with a Title of ownership or contract of sale, of a property in Cyprus, a house, apartment or other building, of a minimum market value of €300.000 and proof of payment for at least €200,000. The contract of sale should already have been submitted to the Department of Lands and Surveys.

(c) The applicant must submit a confirmation letter from a Cypriot Bank stating that he has deposited a minimum capital of €30.000 in an account, which will be pledged at least for a three year period.

(d) It is noted that the amounts mentioned in paragraphs (b) and (c) should be proven to have been transferred to Cyprus from abroad.

(e) The applicant must submit a Criminal Record Certificate (if the applicant resides abroad), which must be issued by the Authorities in his country of origin, and he should not constitute in general any threat against public order or security in Cyprus.

(f) The applicant should submit a Statement that he does not intend to work or be engaged in any form of business in Cyprus.

(g) The applicants should visit Cyprus at least once every two years.

(h) ‘The immigration permit, is also valid as a permanent permit in Cyprus and it’s holders are exempt from time consuming immigration procedures which are necessary for other categories of citizens of third world countries who wish to enter Cyprus (e.g. Consulate valuations, renewals of residency permits, re-entry permits etc).’

The applicants are allowed to apply for the permanent residency which gives them the right to reside for life. Applicants that reside in Cyprus for 8 years and more can apply for the Cypriot Citizenship. The approval for the Category F applicants are subject:

1. To their application and whether it qualifies and; 2. Upon the approval by the Governmental Committee appointed to decided on this matter.

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Cyprus – Double Tax Treaty

Republic of Cyprus signed treaty for avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital with 50 countries so far. The following notes are for information purposes only. The agreement imposes rules on what taxes may be imposed and where depending on the individual or company applying for the avoidance of double tax. Resident - Individual The Agreement defines what a ‘Resident’ is in determining in which state taxes should be paid. Where an individual is a resident of both states then the following shall be the state in which he is taxed: • ‘centre of vital interests’ i.e., where his personal and economic relations

are closer; or

• where his habitual abode is located; or

• the place of effective management; or

• by mutual agreement of the two tax authorities.

Permanent Establishment - Business In order to qualify for taxation in Cyprus a ‘Permanent Establishment’ of business must be set up. The usual types include: a place of management, a branch of a company, an office, factory, workshop, mines, and building sites & construction. The main exception is where a business is set up to merely store, display or deliver goods. The use of a Cyprus company to advertise services from the company in India is not sufficient to qualify as a Permanent Establishment. NOTE: The fact that a company which is a resident of a State controls or is controlled by a company which is a resident of the other State, or which carries on business in that other Contracting State shall not of itself constitute either company a permanent establishment of the other.

Taxation

Income from Immovable Property Income from property sold in Cyprus will be taxed in Cyprus. In the case of property owned by a Cypriot company, capital gains tax of 20% is imposed on the profits of the sale. Business Profits In general only profits attributable to business operations of a Cyprus company will be taxed in Cyprus. Profits attributable to a company operating in India will be taxed in India. Adjustment of taxes by both authorities can be carried out for ‘Associated Enterprises’. An Associated Enterprise is where one enterprise in Cyprus participates directly or indirectly in the management, control or capital of an

enterprise in India, or vice versa. This allows for profits to be included in just one of the enterprises and taxed accordingly. Royalties Royalties and fees arising from India may be paid to a resident of Cyprus and taxed in Cyprus. In Cyprus royalties are taxed at 5% compared with India at 15%. Independent Services Professional or Independent services are taxable in the state where the resident stays for an aggregate of 183+ days a year.

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.Cyprus Taxes The Cyprus tax system is comparably much simpler than in India. Income Tax: CYPRUS INDIA TAX EURO RUPEE EURO equivalent

(exchange 1Rupee= €0.01434) 0% 0 - 19,500 1 – 200,000 0.01 – 2,868 10% - 200,001 - 500,000 2,868 – 7,170 20% 19,501 - 28,000 500,001 – 1,000,000 7,170 – 14,340

25% 28,001 - 36,300 - - 30% 36,301 + 1,000,001 + 14,340 +

The Indian income tax for a yearly salary over €14,340 is 30%, the tax bracket in Cyprus for the equivalent amount of Rupee in Euro is 0% Corporation Tax: 10%

CYPRUS INDIA + surcharge €15.000 €30.000 + €15.400 Domestic company: 30% €40.000 + €18.480 Foreign company: 40% with the addition of surcharge for income above INR 1 Crore (€144.000 equivalent) - 5% for domestic companies | 2% for foreign companies

The Indian tax for a company showing profits of €150.000 is 30% for the first Crore (€144.000) plus 35% for the remaining €5.371. The total corporation tax being €45.400 for a domestic company in India compared with €15.000 in Cyprus.

Defence Tax on Dividends: 17% of the dividend An individual who stays less than 183 days a year is deemed a non-taxable resident (despite being a Permanent Resident Permit holder) and no dividend tax is levied. For tax purposes, a company is deemed a resident company if it is managed and controlled in Cyprus. A person is considered a resident if they have lived in Cyprus for more than 183 days in the same tax year. A local company or an overseas company which is not resident in the Republic but has a permanent establishment in the Republic is exempt from this tax where dividends are derived from an overseas company. Defence Tax on Interest: 15% This tax is deducted at source by the government at 15% Capital Gains Tax: 20% This tax is imposed on profits from the sale of immovable property & shares of companies where the company is the owner of the immovable property. This tax of 20% is imposed on residents and non-residents who own and sell property. Exceptions: The tax office allows for a one off reduction in capital gains on an immovable property which does not tax the first €17.100 for sales by INDIVIDUALS not companies For the sale of the main residence of an individual the first €85.500 is not taxed

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Residential Property Price Index

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The residential price index is based on a 100 mark in Q1 of 2010 During the first quarter of 2012, the rate of decrease in residential property prices exhibited a slight slowdown. Specifically, the residential property price index (houses and apartments) registered a quarterly decline of 1% in the first quarter of 2012, compared with a quarterly decline of 1.8% in the fourth quarter of 2011. The respective quarterly decreases in house and apartment prices were 1.1% compared with 1.9%, and 0.6% compared with 1.9%, respectively. The slight deceleration in the rate of decrease of residential property prices can, to a large extent, be attributed to the implementation of new legislative measures which were aimed at directly revitalising the housing market. These measures included the significant reduction (and in some cases abolition) of transfer fees and value-added-tax payable by first time buyers for the acquisition of a primary residence. Nonetheless, these measures did not reverse the downward trend in residential property prices.

The value of beach front properties has remained static or has increased even during the economic crisis owing to the limited coastline. At present it is a depressed market and it is now the best time for foreign investors to enter the Cypriot property market.

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0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0%

10.0% 11.0%

Gross Rental Yields - Cyprus Compared to Continent

Property Rental Return The rental yield on a property in Cyprus will depend on its geographical location within the island, the type of property, be it residential or commercial and in some instances holiday homes will have seasonal variation. This table shows the yield per year for a property whose value is €300.000. The highest yield at present is in Larnaca.

In addition Cypriot law allows for the increase of rent by a maximum of 14% every two years.

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2.0%

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6.0%

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12.0%

14.0%

75 sq. m.

120 sq. m.

200 sq. m.

75 sq. m.

120 sq. m.

200 sq. m.

60 sq. m.

80 sq. m.

120 sq. m.

60 sq. m.

85 sq. m.

120 sq. m.

NICOSIA LIMASSOL PAPHOS LARNACA

YIELD per year based on a property whose value is €300.000

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Universities in Cyprus

European University University of Nicosia Frederic University Neapolis University http://www.euc.ac.cy http://unic.ac.cy/all-programmes/ http://www.frederick.ac.cy/ http://www.nup.ac.cy

Bachelor | Masters | Doctorate Bachelor | Masters | Doctorate Bachelor | Masters Bachelor | Masters

Courses such as: Accounting, Banking & Finance | Applied Multimedia | Architecture | Banking and Finance | Business Administration | Clinical Psychology | Communications | Computer Engineering | Computer Science | Education | Economics | Electrical Engineering | Energy, Oil and Gas Management | English Language and Literature | Estate Valuation | European Politics, Law and Economics | General Business | Graphic Communication | Hospitality Management | Human Biology | Information Systems | Interior Design | International Relations and European Studies | LLB in Law | Management | Management Information Systems | Music | Nursing | Nutrition and Dietetics | Physiotherapy | Psychology | Public Relations, Advertising and Marketing | Social Work | Speech and Language Therapy | Sports Management & Science | Tourism, Leisure and Events Management.

Tuition fees vary depending on the type of course. Fees for non-EU nationals are slightly higher than local/EU residents. Please check the University website for more information.

UK university campuses in Cyprus

University of the West of England at Alexander College, Larnaca

UWE Bristol is the highest ranking UK University to offer degrees on the island, Studying a UK course in Cyprus means half the cost of living and studying in the UK, The College is situated in a safe environment, equipped with the latest technology and facilities.

The University of Central Lancashire at Larnaca (Pyla area)

Has been granted its academic license by the Cyprus Ministry of Education & Culture for the establishment of the First British University in Cyprus. UCLan Cyprus will commence operations in October 2012 at a new, €53 million University campus situated in Larnaca (Pyla area).

St George’s, University of London at The University of Nicosia

The University of Nicosia will offer a four-year graduate entry medicine degree that has been designed by St George’s and is based on its own successful course. This programme is subject to validation by St George's in June 2011.

University of Hertfordshire at The University of Nicosia

Barry Hunt, Pro Vice-Chancellor for International at the University of Hertfordshire, said: “This is a fantastic opportunity for students to study a high quality degree at one of the best private universities in Cyprus. As well as benefiting from a substantial financial package.”

Middlesex University Business School at Intercollege Limassol

A two-year top-up for the BA (Honours) degree in Business Administration. Students who enrol on this programme will cover the same material and be assessed in exactly the same way as the students who enrol at the University in London.

University of East London at Intercollege Limassol

Achieving a University of East London qualification in Cyprus will offer a significant cost reduction compared with studying in the UK. This, coupled with the affordable living costs in Cyprus means you can gain a quality degree at a very reasonable cost.

The number of Indian nationals studying in Cyprus for the academic year 2007/2008 was just over 1000, this rose to over 2500 for the academic year 2008/2009, the largest body of foreign students in Cyprus.

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Average Temperatures – degrees centigrade

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LARNACA Avg. Temperature Avg. Max Temperature Avg. Min Temperature Avg. Rain Days

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NICOSIA Avg. Temperature Avg. Max Temperature Avg. Min Temperature Avg. Rain Days

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PAPHOS Avg. Temperature Avg. Max Temperature Avg. Min Temperature Avg. Rain Days

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Invitation Letter for Cyprus Visa Application The following information is required by us in order to send you an invitation letter in order for you to apply for a Visa to Cyprus.

1. Valid passport copy, showing:

a. Name & Surname

b. Date of birth

c. Place of birth

d. Sex

e. Nationality

f. Passport number

2. Residential address

3. Profession

4. 2 passport photographs

5. Accompanying visitors names (spouse or children)

6. Flight booking/reservation showing dates of travel

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Required Documents for Permanent Residence Application PERMANENT RESIDENCE – REQUIRED DOCUMENTS ORIGI

NAL LEGALISED

MAIN APPLICANT

4 PASSPORT SIZED PHOTOS ü

VALID PASSPORT (copy) see note 1 ü

UTILITY BILL see note 2 ü

CV/RESUME see note 3 ü

AFFIDAVIT OF INCOME see note 4 ü

CYPRUS BANK ACCOUNT STATEMENT see note 5 ü

PROPERTY SALE AGREEMENT see note 6 ü

STATEMENT OF NON EMPLOYMENT see note 7 ü

HEALTH INSURANCE POLICY see note 8 ü

MEDICAL CERTIFICATE see note 9 Testing: VDRL (Syphilis), HBsAg (Hepatitis B), HCV Hepatitis C, AIDS HIV I & II

ü ü

CRIMINAL RECORD CERTIFICATE see note 10 ü ü

DEPENDANTS (spouse and children under 18, for each)

CHILDRENS BIRTH CERTIFICATE(S) ü

MARRIAGE CERTIFICATE ü

Dependants under 18 years of age do not require: utility bill, cv/resume, affidavit of income, Cyprus bank account statement, property sale agreement, statement of non employment, criminal record certificate

ALL DOCUMENTS MUST BE OFFICIALLY TRANSLATED INTO ENGLISH

AND LEGALISED WHERE SHOWN

NOTES ON REQUIRED DOCUMENTS

1 PASSPORT

A legalised copy of the passport is submitted for the application. The original passport(s) will need to be sent to Cyprus for the official PR stamp. Alternatively a letter from the Migration authority can be used instead of a stamp in the passport.

2 UTILITY BILL

This is used to show the name of the applicant and their home address and needs to be for the preceding three months.

3 CV/Resume

This is required to show any academic qualifications for the main applicant only. This may be supported with copies of academic certificates, diplomas etc.

4 AFFIDAVIT OF INCOME

This is used to prove the applicant has a secured annual income of at least €30.000 (from sources other than employment in Cyprus plus €5.000 for each dependent person) to be able to live without engaging in work in Cyprus. For each income entry in the Affidavit please include supporting evidence: bank statements, confirmation of salary and bonuses from employer, statement of dividend for shares or company secretary confirmation of dividend etc.

5 CYPRUS BANK ACCOUNT STATEMENT

This statement should show that the €300.000 for the property purchase and the €30.000 have been deposited into the Cyprus bank account and have arrived from outside of Cyprus. A bank confirmation letter stating that the €30.000 has been blocked for three years.

6 PROPERTY SALE AGREEMENT

Contract of sale of a built property in Cyprus of a minimum market value of €300.000 (original or true copy) duly stamped by the Stamps Commissioner and the Department of Lands & Surveys and proof of payment for at least €200,000. Copies of the receipts of payment for the property will be required as proof.

7 STATEMENT OF NON EMPLOYMENT

Official Statement by the applicant, spouse and children over the age of 18 that he/she does not intend to work or be engaged in any form of business in Cyprus.

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8 HEALTH INSURANCE POLICY

This is required as non-European Union nationals do not qualify for free health care and to avoid unexpected health care costs the insurance is a requirement. A Cyprus registered insurance company will provide the health cover required for each applicant and his/her family.

9 MEDICAL CERTIFICATE

This is required to monitor applicants with STDs. A positive result on these tests does not automatically disqualify an applicant.

10 CRIMINAL RECORD CERTIFICATE

This must be issued for the applicant and his/her dependants over the age of 18, by the Authorities in the applicants’ country of origin/residence, and should not constitute in general any threat against public order or security in Cyprus. It is vitally important that the translation is accurate, official and legalised.

TRANSLATION AND LEGALISATION

1 TRANSLATION

All documents (except for passports) must be officially translated into English. In Cyprus this task is performed by the Public Information Office (PIO) which is a department of the Ministry of Interior. Each country has its own official government translation department which must be used.

There may be companies that have a licence to translate for the government, but it is vitally important that translated documents bear the government seal and/or certified by the Cyprus embassy or Consulate and/or notarised and apostilled.

2 LEGALISATION: There are two options for the legalisation of documents

Cyprus Embassies: http://www.mfa.gov.cy/mfa/mfa2006.nsf/protocol04_en/protocol04_en?opendocument Cyprus Consulates: http://www.mfa.gov.cy/mfa/mfa2006.nsf/protocol06_en/protocol06_en?OpenDocument The Cyprus Embassy or Consulate can legalise documents by affixing the following stamps on documents. The document will normally have to be stamped by the Ministry of Foreign Affairs of the clients home country before it is taken to the Cyprus Embassy or Consulate. Where, for example, a passport copy needs to be legalised it must also be certified as a true copy

OR

Notarised by a public notary or certifying officer and Apostilled This process varies from country to country. The original document (or certified copy) is first stamped by a Certifying Officer or Public Notary. An example is not shown as each country has its own certifying stamp. The document is then presented to the Ministry of Justice and Public Order (or equivalent) for Apostille. This link shows a list of countries which are signatories to the Hague Convention and thus provide Apostille: http://en.wikipedia.org/wiki/Apostille_convention

It is hereby certified that the signature ................ Appearing above overleaf is the signature of Mr. .................................... .................................................... and the seal opposite the said signature is the seal of ...................................... CYPRUS EMBASSY

CONSULAR OF THE REPUBLIC OF CYPRUS * COUNTRY *

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Corporate Services

SECTION 1: SERVICES & COSTS STANDARD INCORPORATION SERVICES

Registration & Company Secretarial for the first year Including: government fees and registered address. Please see below for nominee service charges.

€3500

Name check for each proposed name €70 Company Secretarial retainer for subsequent years €200 Government fees for subsequent years €350 ADDITIONAL SERVICES

Nominee Director(s) €250 Nominee Exclusive1 Director(s) €300 per month Nominee Secretary €250 Nominee Exclusive1Secretary €300 per month Nominee Shareholder(s) €250 VAT Registration in Cyprus €250 VIES Registration in Cyprus €100 The charges above are yearly unless otherwise indicated.

ADDITIONAL DOCUMENTS

Increase of authorised capital €500 + stamp duty Increase of issued capital €500 Increase of authorised and issued capital (same time) €600 + stamp duty Change of directors /secretary €500 Change of beneficial owners €600 Change of registered shareholders €700 Strike off €750 Power of Attorney apostilled with affidavit in Cyprus €400 Liquidation (depending on capital of the company) €8800 (minimum) Copy of passport or utility bill notarized in Cyprus €50 Copy of passport or utility bill apostilled in Cyprus €100 Registration of pledge €500

1 where you require a person who will be director for your company alone

BANK ACCOUNTS

Bank account - setting up of a main account in your chosen denomination, debit card and online banking services

€1000

Additional accounts €200 Bank signatories (per person) €400 ADDITIONAL BANKING SERVICES

Banking secretarial (per year) • Inward, outward, and balance information, confirmation of payment execution

sent by fax/email, bank report of funds movement on the account. • Coordination Service including receiving payment instructions from the client,

sending instructions to the bank, tracing payment, receiving confirmation of payment from the bank Signatory service (Payment instructions to be signed by Azzurro Homes)

• Verification Service (Azzurro Homes Directors verify signature of authorized signatory for the bank) including preparation of the payment instructions, check codes, confirmation of payment by telephone, execution of payment. Where Azzurro Homes is requested to provide bank signatories and sign payment instructions, we reserve the right to query payment instructions.

• Reissue of Test Key Codes for active companies. • Issue of Debit Card.

€400

We can introduce you to the following banks:

• Alpha Bank (Nicosia, Cyprus)

• Bank of Cyprus (Nicosia, Cyprus)

• Hellenic Bank (Nicosia, Cyprus)

• Marfin Popular Bank, Laiki (Nicosia, Cyprus)

• Societe Generale (Nicosia, Cyprus)

• FBME Bank (Nicosia, Cyprus)

We can provide bank signatories. Please contact us for further details as prices depend on the individual banks.

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NOTES TO PRICE LIST

Registration:

Registration fee includes the provision of Memorandum and Articles (in English); Certificates of registration, legal address, directors and secretary, shareholders (where applicable); first resolutions of shareholders and directors; share certificates, stamp (additional seal is kept by the secretary by law); company letterhead.

Annual Services

Annual service fees include the registered address, secretary (secretarial support), professional directors and nominee shareholders are included in the initial registration. For subsequent years, these fees are paid annually prior to the expiration of the prepaid period. If these fees are not paid in time, Azzurro Homes reserves the right to cease rendering any services to the Company. These fees cover only the provision of the legal structure and filing of the annual return of the company by the secretary. Any other services whatsoever will be charged extra in accordance with the fees for additional services specified in this price list. For any services not specified in this price list, please contact your Client Service Officer. Annual services paid in advance are not refundable.

Annual Government Fees

Government fees are always paid for the first year upon registration to the Government of the relevant jurisdiction. Thereafter, these fees are payable annually in advance. If these fees are not paid, the company is liable to penalties and possible strike off procedures.

Address and Secretarial Support

Address and secretarial support fees are charged for the provision of registered office and local registered agent as required by law, and secretary, handling minimum statutory formalities and filing of annual return. Additional fees will be charged for forwarding correspondence and communications sent to the company’s registered address or to the designated fax or email address or such other address as provided by Azzurro Homes Azzurro Homes reserves the right to open and review mail received at the registered office. Azzurro Homes shall not incur any liability for any loss occasioned by its decision in this respect or for any

loss, of whatever nature, attributable to delay in the Beneficiary receiving mail or other communications forwarded pursuant hereto.

Professional directors and nominee shareholders

Azzurro Homes provides full nominee structure for anonymity of ownership and management of the company in the interests of the beneficiaries. To this end, Azzurro Homes will appoint a company or companies and/or a suitable employee or employees to act as professional director(s) and/or nominee shareholder(s) of the Company. When nominee shareholders are ordered, the owners will also receive declarations and instruments of share transfer. The persons and/or companies so appointed may be changed at any time on client’s request (for a fee) or where Azzurro Homes sees it fit. Azzurro Homes shall not be liable for any costs incurred by the beneficiary or the Company as a result of any change in the professional director(s) and/or nominee shareholder(s) on client’s request. Additional costs apply where an exclusive nominee is required by the client; that is a nominee who acts only for the client and does not operate as a nominee director/shareholder for any other company.

OTHER SERVICES

Courier €100 per each ½ kilo documents

Preparation of an invoice with information provided by the client

€30

Translation of a document from or into English €30 per page Invitation Letter €50 Arranging for Cyprus visa €300

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ADDITIONAL SERVICES

Fixed Fee Assignments

Fixed fees apply to specific assignments expected to be performed within a normal time frame, and without unusual circumstances or problems. In the case of urgent, problematic assignments, or where Azzurro Homes is called upon to assume additional responsibility, Azzurro Homes reserves the right to charge extra fees.

Contract Review and Execution Fees

Review of contracts (or other documentation) on behalf of the client will be priced on a case by case basis. The standard hourly fee for such legal counsel is €200 per hour. Documentation relating to projects where due diligence will be carried out will be priced individually for that project.

Termination of Company

When a company closure is required, the owner has the responsibility to inform Azzurro Homes before the Anniversary date of the company. All bookkeeping and audit (where applicable) must be done up to date with relevant fees paid, as well as all outstanding invoices. The closing fee is €400 . For liquidation, the fees must be agreed in advance.

Taxes

All services ordered after the initial company formation and not paid with the initial order as documented by this price list, are additionally liable for the Cyprus VAT (currently 15%). Any future increase in the rates/amounts of taxes/charges will be automatically reflected as increase in your invoice.

IMPORTANT NOTICE

Azzurro Homes company reserves the right to amend all fees.

Payment of all invoices is due within two weeks of issue. Any overdue amounts beyond these terms may be subject to a 10% annual interest surcharge.

We hereby confirm our acceptance of the above conditions, and undertake to abide by them, settling all fees incurred in a timely manner.

1. Signatory Name:_________________________________________________________________

Signature:_________________________________________________Date:______________________

2. Signatory Name:_________________________________________________________________

Signature:_________________________________________________Date:______________________

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SECTION 2: WHAT YOU NEED TO PROVIDE SECTION A - GENERAL INFORMATION REGARDING THE REGULATION OF THE COMPANY

1. PROPOSED NAME AND ACTIVITIES OF THE COMPANY

(a) Proposed company names (in order of preference). Names must not be general or misleading.

i. ...................................................................................................................................

ii. ...................................................................................................................................

iii. ...................................................................................................................................

(b) Any particular reason(s) for selecting the specific name (this will assist the approval process).

...................................................................................................................................

NOTE : Where the proposed name has been approved in another jurisdiction, i.e. Name of the parent company, please provide us with a letter of consent with regards to the use of the name from the other company. The proposed company names should be sent to us by email or facsimile as soon as possible, as obtaining the approval of the company name from the Registrar of Companies is the only procedure that delays the registration of an international company.

2. Briefly describe the principal activities of the proposed company.

........................................................................................................................................................................................................................................................

............................................................................

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SHARE CAPITAL AND SHAREHOLDERS

3. Proposed Share Capital of the Company

NUMBER OF SHARES VALUE IN EURO (PER SHARE)

AUTHORISED CAPITAL

ISSUED AND PAID CAPITAL

Note: This should be at least €1.700 (approx.) or €17.000 if it is the company's intention to set up a fully-fledged office and/or employ expatriate personnel. There are no share capital restrictions where the applicant is a Citizen of the European Union, or a Company incorporated within the European Union.

4. Provide the details below for each of the proposed shareholder(s) and their shareholding:

FULL NAME ADDRESS OF PERMANENT

RESIDENCE OCCUPATION NATIONALITY

DATE OF BIRTH OR

DATE OF INCORPORATION (FOR A LEGAL ENTITY)

NUMBER OF SHARES

1

2

3

NOTE

i. For individuals the shareholder(s) are to provide a passport copy. For Companies a certificate of incorporation must be supplied.

ii. The shareholder(s) are to provide a bank letter as to their financial standing, respectability, business integrity and credit worthiness. The bank reference should ideally originate from the country, in which the beneficial owner(s) resides or carries out his business.

iii. Shares may be held by trustee companies for the benefit of beneficial shareholder(s). A trust Deed is signed by the trustee in order to safeguard the interests of the beneficial shareholder(s).

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DIRECTORS2

5. Provide the details below for each of the proposed director(s). Provision of nominee directors can be arranged by us.

FULL NAME ADDRESS OF PERMANENT

RESIDENCE OCCUPATION NATIONALITY

DATE OF BIRTH AND

PASSPORT NUMBER OR

DATE OF INCORPORATION AND

INCORPORATION DATE (FOR A LEGAL ENTITY)

1

2

3

Full name, address, occupation, passport number, date of birth and nationality of each proposed director. There is no necessity to have local directors but it is advisable that the majority of the board of directors are resident in Cyprus, to enable to demonstrate, if the need arises, that effective management and control of the company is in Cyprus. It will also be necessary to specify whether the director(s) are director(s) in other companies.

2 Please see paragraph below on Place of Management and Control of the Company

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SECRETARY

6. Provide the details below for the proposed secretary. Provision of Company Secretary can be arranged by us.

FULL NAME ADDRESS OF PERMANENT RESIDENCE OCCUPATION NATIONALITY

DATE OF BIRTH AND

PASSPORT NUMBER OR

DATE OF INCORPORATION AND

INCORPORATION DATE (FOR A LEGAL ENTITY)

1

2

3

NOTE In case the secretary is non-resident, the appointment of a resident assistant secretary is advisable. Name, address of company secretary and registered office. These are services our firm provides. The registered office must be in Cyprus. Provision of a company Secretary can be arranged by us.

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SECTION B

7. Do you wish the Law Firm we are working with to arrange for the provision of:

YES NO i. Nominee Shareholder(s):

ii. Nominee director(s):

iii. Company secretary / assistant secretary:

iv. Registered office: * Please indicate where you require EXCLUSIVE nominee services

PLACE OF EFFECTIVE MANAGEMENT AND CONTROL

Management and Control and its effect Cyprus tax residency as from 1 January 2003

Under the provisions of the new tax legislation, a company will be tax resident, and thus taxable, in Cyprus only if it is managed and controlled in Cyprus. Incorporation in Cyprus is no longer the criterion for tax residency. However, "Management and Control" is not defined in the Law. Management and control is also required in order to ensure that double tax treaty protection will be afforded to Cyprus incorporated companies. A company which is incorporated in Cyprus but which is managed and controlled in another country may find itself in a position where provisions of a double tax treaty will not be afforded to it. A company should be in a position to demonstrate that its management and control is in Cyprus, its effort to achieve this, we suggest that the company pays particular attention to the following matters:

• There should be a majority of directors resident in Cyprus and they should form a quorum for a board meeting.

• All Board meetings should be held in Cyprus and they should be properly convened and minuted.

• All major policy decisions for the company should be taken at theses Board meetings.

• All major contracts should be signed in Cyprus with the local directors being involved in such signings.

• Wide and general powers of attorney to non-residents should be avoided.

• The company's bank accounts should be managed from Cyprus.

• The Memorandum and Articles of Association of the company should include the necessary provisions to eliminate the risk of appearing to have a taxable presence in another country (e.g. Requirement that all board meetings should be held in Cyprus).

• The seal of the company should only be authorised to be used in Cyprus

The directors are not expected to be experts on all kinds of activities the company is planning to be engaged on and hence they are entitled within their duties to employ experts to carry out the day to day business of that specialised activity. The employment of the experts is expected to be in the country where the actual business is carried out and it should be noted that the place of business is not relevant is determining where the management and control is.

TIMING

The time needed to register an international company in Cyprus is 2 - 3 weeks.