Letter from the CEO. Sincerely, Martin Crawford Chief Executive Officer

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3 Letter from the CEO Today s global business environment provides countless opportunities for success. However it is a major challenge for many businesses as they expand their operations across borders to navigate ever-changing business and regulatory environments. Clients look to Vistra to guide them through the complexities, working in partnership with them as trusted peers safeguarding them from the risks so that there are no limitations to their success. Vistra provides a safe, secure, and successful solution to clients so that they can achieve their highest business aspirations. Moving from strength to strength, Vistra continues to grow into new jurisdictions whilst remaining focused on the quality of services delivered. Together with an in-depth knowledge of international jurisdictions, we provide expertise and support to clients as they conduct business beyond their borders. Vistra s management team has an average of 20 years experience in the trust and corporate services industry, and is committed to investing in the people, technology, and processes to ensure the highest standard of delivery. All of our employees are committed to going the extra mile to satisfy client requirements. We will never rest, knowing that perfection is probably unachievable but that hard work and dedication to helping our clients is the next best thing. Sincerely, Martin Crawford Chief Executive Officer 1

4 About Vistra Ranked among the top four corporate service providers globally, Vistra is a versatile group of professionals, providing a uniquely broad range of services and solutions. Our capabilities span across international incorporations to trust, fiduciary, private client services, and fund administration. We employ over 3,500 professionals across over 44 jurisdictions* throughout the Americas, Europe, Middle East, and Asia Pacific. As a leading global player with expert industry knowledge and location specialists, Vistra has a deep understanding of the professional worlds of our clients, and a proven track record of offering highly versatile solutions, providing the people, processes, and products that help our clients get the most from their international business. * as of August

5 Services Vistra s services are entirely bespoke and relevant to our clients needs. We have a proven track record of getting it right, working as trusted partners wherever in the world our clients want to do business. Alternative Investments Third Party AIFM Fund Administration Registrar & Transfer Agent Depositary Services AIFMD (Annex IV) Regulatory Reporting Special Purpose Vehicle Services Company Formation International Incorporations Post Incorporation Technical Support Corporate Services Legal & Corporate Governance Services Business Information Corporate & Private Clients Incorporation & Establishment Services Registered Office & Director Services Corporate Secretarial & Legal Administration Services Accounting & Financial Reporting Compliance Escrow Human Resources & Payroll IP Rights Liquidation Corporate Trust Vistra Private Office Structuring & Asset Protection Relocation & Residence Charities Marine & Aviation International Expansion Business Advisory Corporate Legal & Compliance Finance & Accounting Human Resources & Payroll Trade Services Boundless ability, endless opportunity. 3

6 Alternative Investments With our global reach and our highly experienced fund services team, Vistra can help clients set up and run investment funds in jurisdictions around the world. We serve over a hundred Fortune 500 companies and have approximately US$225 billion* of alternative investment fund assets under administration, whilst our depositary services under the Alternative Investment Fund Managers Directive (AIFMD) have been included in the ISAE 3402 since We have a track record of helping international clients establish different kinds of funds hedge, private equity, and real estate funds whilst also offering a wide range of fund and corporate administration services. Our role is to provide clients with virtual middle and back offices, as well as infrastructure, so that they can concentrate on what they do best: managing a fund. Third Party AIFM Vistra Fund Management S.A. is the Luxembourg based third party alternative investment fund manager (AIFM) of Vistra, authorised to act as AIFM to our clients private equity or real estate alternative investment fund, providing the following services: risk management, portfolio management, regulatory reporting (full or sub-threshold), valuation, passporting, due diligence, and oversight. Fund Administration Fund administration, corporate, and secretarial services are our core services. We maintain our clients fund records and day-to-day operations, including cash management, fund accounting, net asset value calculations, management and performance fee computations, financial and management reporting, and audit support. Registrar & Transfer Agent Vistra provides an integrated registrar and transfer agent service which involves all activities connected with investor subscriptions/commitments/ drawdowns/capital calls, distribution, redemptions, and conversions as well as the calculation of management and performance related fees. Depositary Services The Vistra Depositary Service teams are made up of professionals with expertise and deep understanding of alternative investments, including private equity, real estate, and infrastructure. These teams efficiently discharge cash monitoring, title verification, maintaining asset records, and general supervision and oversight tasks and obligations as prescribed in the EU s AIFMD and adopted in the relevant national law. AIFMD (Annex IV) Regulatory Reporting Every registered or authorised AIFM is required to be compliant with the related reporting obligation under the AIFMD. AIFMs must provide regulators with both qualitative and quantitative information related to their own activities but also about the * as of October

7 activities of the alternative investment funds they manage. The requirements and frequencies of such reporting vary depending on the asset class, investment strategy, and the volume of assets under management. Vistra has the knowledge and experience to effectively carry out the various reporting obligations under the AIFMD. Special Purpose Vehicle (SPV) Services Vistra s global network and presence in key international jurisdictions means we are perfectly placed to set up acquisition structures and SPV for holding assets. We provide management and administration services including accountancy, tax compliance, and full secretarial services in 44 jurisdictions. Vistra has been a key partner in our international business expansion efforts. In each new country, Vistra has provided not only accurate knowledge of local laws and regulations, but also pragmatic insights into customary local business practices. Frank Hillery Vice President Controller Strong collaboration, built on trust. 5

8 Company Formation Our deep technical expertise earned through years of experience has made Vistra an industry leader in establishing companies in all major jurisdictions worldwide. With licences in major jurisdictions, onshore and offshore, we can provide a full spectrum of company formation services. We are also well positioned to support our clients in administering their companies by providing a range of technical and corporate services. Following the acquisition of Jordans in 2016, we now provide a range of legal, corporate governance, and business intelligence services. International Incorporations With highly experienced professionals and licences in all major jurisdictions, we can deliver a wide scope of company formation services: Worldwide incorporations with expertise in all major jurisdictions A comprehensive list of over 1,000 shelf companies in major jurisdictions, all available for immediate use Incorporations with a special name or particular features on request, in one to seven days depending on the jurisdiction 6

9 Post Incorporation Technical Support Our large, dedicated technical team has an in-depth knowledge of all major jurisdictions to help clients stay abreast of the latest market developments. We offer a variety of post incorporation technical support services that can be fully adjusted to suit your needs: Amendments to memorandum and articles Issuance of certificates and company/ litigation search Restoration or striking-off of companies Notarisation, apostille, and legalisation Registration of charges and discharges Up-to-date statutory compliance Liquidation Corporate Services We let clients focus on the running and growing of their business, providing them the peace of mind to ensure they comply with all the requirements of the jurisdiction. Our comprehensive range of corporate services includes: Bank account opening services Ongoing company secretarial services Bank signatories Professional directorships Facility of registered office/ correspondence address Immigration services Payroll services Accounting services VAT services Process agent services Legal & Corporate Governance Services We can provide legal services, legal compliance advice, and corporate governance solutions for clients in order to ensure that they achieve their business goals: Corporate governance Legal training Corporate law, commercial law, and employment law Legal compliance BVI legal services Business Information With the valuable insights we provide to our clients, they can assess business risk and manage their business effectively. Our solutions cover the below areas: KYC reports Anti-money laundering Integrated data solutions We are very pleased with the great support that Vistra has provided us with. We understand that the work is not easy at times and takes a lot of effort behind the scenes to make sure each and every step is on the right track. We really value their services. Khaled Ahmad Moumni Head of Banking and Agents Affairs Precision timing, flawless performance. 7

10 Corporate Clients Vistra s services are designed for clients from the ground up to suit the needs of today s international business community. Through our global network, Vistra offers high-quality tailored services built on extensive local knowledge freeing our clients to focus on their business objectives. Incorporation & Establishment Services We have a complete understanding of the procedures and legal requirements to set up a company in each jurisdiction, so the incorporation process is fast and painless for our clients and they can be certain they are in safe hands. Apart from assisting clients establish companies in multiple jurisdictions, we also have off the shelf companies and SPVs available for purchase. Registered Office & Director Services Our aim is to provide our clients business with a local presence with total convenience for them. Vistra can assist clients with the following: Setting up a registered office Assisting with post incorporation and structure implementation Appointing industry qualified company directors Appointing a qualified chief financial officer Registered Office A fully equipped office space can be arranged to suit our clients exact needs for any length of time. Process Agent When real estate is owned by a foreign SPV, there is a legal requirement to have a local address, which we can provide clients with. We also deliver an international round-the-clock process agent service for handling and forwarding legal papers to the registered office of a foreign landlord. Director and Business Support Services We can assign an experienced manager with specific industry knowledge to act as our clients company s personal director to take care of dayto-day management and ensure the company is compliant with local rules and regulations. We can also assist in managing board meetings, as well as secretarial and IT support. Corporate Secretarial & Legal Administration Services Our legal experts have extensive experience in corporate housekeeping, contract management, and drafting shareholder and board resolutions, and we have specialist regulatory knowledge in each jurisdiction to ensure that all our clients legal entities adhere to the local legislation. Our administrative and secretarial services include: Managing board meetings and circulating briefing documents Preparing and managing data rooms for due diligence purposes Ensuring all statutory returns and fees are submitted Drafting corporate documents and agreements Arranging for staff to go on secondment to client teams for short-term secretarial projects Corresponding with local authorities Powerful partnerships, built to last. 8

11 Accounting & Financial Reporting We adapt our financial service offering to fit our clients specific requirements and when developing a tailored solution we take time to truly understand their situation and needs. Services we offer include accounting, assisting with preparation for audits or due diligence, consolidation of financial statements, coordination with auditors, financial planning, preparation of monthly/quarterly/annual management accounts, reporting (IFRS, local GAAP), tax coordination services, the secondment of staff to client teams for short-term accounting projects, and accessing accounting software remotely to directly update financial reporting. When it comes to HR, Vistra is there for us. They excel at tailoring their services to our needs. Employment contracts, country-specific benefit questions, payroll questions, competitive benefit and salary analysis, anything to do with the employee life cycle we know they can be counted on and their response time is amazing! Kelliann McCabe Chief People Officer 9

12 Corporate Clients Compliance The regulatory environment for international businesses becomes more demanding year on year. Our compliance team can handle everything from meeting anti-money laundering requirements to compliance in the context of intricate global corporate structures. We will respond to all queries quickly and pragmatically, and always in total confidence. Our compliance services include providing advice on and assistance with anti-money laundering requirements, advising on international legislative environments and changes thereto, advising and managing KYC, as well as administration and processing. Human Resources & Payroll We can help with payroll administration, employ and hire back solutions, management and administration of incentive schemes, employment contract administration, salary withholding tax representation, management quality controls, relocation services, and temporary employee placement services. Escrow We provide documentary as well as financial escrow services for a range of international businesses, including multinationals, accountancy and law firms, and government agencies. We set up and manage a SPV to act as an escrow agent for our clients transactions keeping their assets separate and making bankruptcy as remote as possible. Our services cover all escrow functions to ensure transactions close securely and efficiently, and with total convenience for clients. Our escrow service is for transactions including: Joint ventures M&A Corporate finance Assets sales Real estate transactions and leasebacks Assets securitisation IP Rights Our clients trademarks and patents are valuable assets and they need protecting and managing. Our dedicated IP team will take over the administrative burden to ensure rights are registered, managed and protected. Our services include: Setting up structures to hold and manage IP Licensing and distributing IP Coordinating IP protection and registration Making introductions to research and development funding We have been in partnership with Vistra Luxembourg for over five years where we have received excellent assistance from the management to the secretarial teams. We are pleased with the professional level of service they provide and look forward to continuing to work with them in the future. Roni Greenbaum Director 10

13 Liquidation The life cycle of a company is not necessarily a long one. Unforeseen circumstances may lead to liquidation or a change in a company s structure could result in dissolution. Whatever the reason, our clients need an experienced team to guide them through the process as efficiently as possible. Our services include: acting as liquidator (not all Vistra jurisdictions), preparing of the liquidation/final accounts and coordinating the entire liquidation process. Challenging conditions, trusted team. Corporate Trust Through our Mumbai office in India (Vistra ITCL), we cater for a full range of debt market issuances including debentures, bonds, deposits, other market securities, and credit products for our corporate clients. Together with our expertise in trusteeship and advisory for structured finance, as well as securitisation transactions, we can provide indepth knowledge of corporate trust to corporates, institutions, and capital markets. Vistra ITCL offers a variety of trustee services including: Term loans and credit facilities Debentures/bonds and deposits Securitisation and structured finance Employee Stock Option Plans and Employee Welfare Trusts Administration of trusts and legal structures Escrow and securities monitoring Trust and retention account agent as well as facility agent Collective investment schemes and public issuances 11

14 Private Clients Managing a seamless transition of family wealth from generation to generation can be a daunting task for our private clients. At Vistra we recognise that most families who have created substantial wealth would like to make a difference, not only in their lifetime, but also for generations to come. Crafting a solid wealth transition plan will help to ensure that the wealth creator s vision becomes a reality for future family members. With a global reach and local professional expertise in many international jurisdictions, Vistra is perfectly placed to meet the needs of our clients and their family. Vistra Private Office Our clients family wealth is worth taking good care of. Vistra Private Office gives a single point of access to services expected from a client s family office. At the heart of this bespoke service is the strategic expertise we give our clients, helping them structure worldwide assets in a way that safeguards wealth for the next generations. We coordinate tax and legal advice on new and existing asset structures. We help our clients make sure that existing asset structures remain optimal. We continuously monitor the ever-changing rules and regulations in jurisdictions around the world, and we also advise our clients on efficient and effective succession planning, the implementation of family charters, and balanced distribution policies. Structuring & Asset Protection We recognise that all of our clients are different in terms of their personal and family business situations, and therefore offer a tailor-made approach for the protection and transfer of wealth. We take time with our clients, their families and advisers, to understand personal requirements and aspirations for the future so that we can then use the right type of structure to suit the family or business family needs, and manage those needs across future generations. Vistra offers a variety of estate planning solutions including: Coordinating tax and legal advice on new and existing asset structures Trusts discretionary trusts, reserved powers trusts, life interest trusts, charitable trusts, VISTA trusts, and purpose trusts Foundations for charitable purpose, private wealth holding, and business interests Private managed companies for asset holding, residential and commercial properties, artwork and valuables, and private trust companies Professional trust protector services Relocation & Residence Our clients and their family will need a smooth and seamless move abroad, wherever they decide to settle. Our international network allows us to support clients in all aspects of their move including applying for visas, arranging residential property, and managing the financial aspects of their new residency. We have successfully relocated families Perfect co-ordination, expert execution. 12

15 to many destinations including London, Hong Kong, Singapore, Switzerland, Dubai, Malta, Cyprus, Monaco, and Spain. Our services include: Assisting clients with all administrative aspects of a move including citizenship applications, in collaboration with local immigration specialists Arranging the purchase or rental of residential property Recruiting household and other staff Opening bank accounts and structuring assets Education support for our clients family in collaboration with local advisers Charities We recognise that families with substantial wealth would like to make a difference in their lifetime and for generations to come. If clients have an interest in philanthropy, we can ensure donations are structured in a tax-efficient way. At Vistra, we assist clients not only in the structuring of individual donations, but also in the establishment and management of dedicated charitable foundations and trusts. We support charitable foundations with domiciliation, account management, project monitoring, regular reporting, and compliance with regulatory requirements. Marine & Aviation Vistra s specialist Marine & Aviation team offers a practical and robust approach across a range of regulatory and administrative services, from setting up and maintaining leasing or ownership structures for private and commercial yachts and aircraft, to treasury management, and KPI reporting. We can also take care of insurance, landing rights, and crew employment contracts. Our services include: Private/corporate/commercial registration Specialist company formation, corporate services, and administration Assistance in tax compliance/structures and VAT planning Ongoing yacht and jet administration Coordination with advisors to assist on sale/purchase Crew management and payroll Assistance with financing and leasing 13

16 International Expansion Vistra s global network and local professional expertise means we are the perfect partner for business owners and entrepreneurs looking to expand into new markets. However, without the necessary knowledge and experience, it is difficult to decide where to begin. Vistra can help clients during every step of the expansion process. Our team has decades of experience offering advice and support for companies doing business on a global scale. As our clients expansion partner we offer guidance on challenges such as funding requirements, tax issues and planning, director requirements, and the most suitable legal entities. We offer a range of services, from taking care of paperwork and advising on legal structures, to being the HR manager on the ground. Thanks to our extensive worldwide network, we can also introduce clients to suppliers, channel partners, or investor opportunities that might be of value to their business. Business Advisory Starting up a business in a new country often involves a steep learning curve for any company. There is so much to understand, from tax regulations and employment law, to obtaining trading licences and securing business premises. Vistra s business advisory professionals have decades of experience guiding companies through the process of international expansion. We function as an adviser and partner during strategic planning, setup and beyond; working with clients to determine what their ambitions are and establishing how these can be realised. Corporate Legal & Compliance When establishing a business abroad, clients will have plenty to think about even without the burden of meeting the local legal requirements. At Vistra we can take responsibility for that legal paperwork by setting up and monitoring our clients foreign entity, acting as company secretary, and fulfilling fiduciary roles. Corporate legal and compliance services include: Company incorporation Company secretarial Company governance Finance & Accounting When launching a business abroad our clients want to apply the same high standards to the local administration that they would expect in the rest of their company, but they might not want to invest in staff or the required systems. Vistra offers the perfect solution. From basic or complex accounting to reporting and cash management, Vistra s experienced finance and accounting teams take care of all our clients back office needs. Working together, to reach your goal. 14

17 Human Resources & Payroll Managing staff overseas might be both the most essential and the most challenging aspect of international expansion. Clients can get lost among the varying rules and regulations between countries, different pension and benefits schemes, cultural differences, and many more local and international HR issues. Understanding the rules and implementing the proper procedures can take up a vast amount of time and effort that probably cannot be spared. This is where Vistra can help. We have the knowhow about local and international legislation, and offer on-the-ground support in business jurisdictions around the world. Our teams of experts offer practical support in setting up and taking care of ongoing administration, and we can help with advice on requirements and local customs. With our support our clients can be certain they are always in control of all aspects of staff management abroad: Employee benefits Employee mobility Employment agreements HR advisory support HR governance Payroll Share plans Trade Services As global trade continues to grow, the benefits to businesses are immense. New markets and new opportunities emerge all around the world, and companies are now doing business in Europe, the Americas, Asia, and Africa. The Vistra team will gladly assist clients wherever their business needs to go. We offer a package of trade services that can be fully adjusted to suit your needs: Import and export Coordination and assistance Factory audits and product testing Trade fair assistance Logistics coordination services Vistra has been a trusted partner of Blurb s international operation since 2007, encompassing accounting, audit, tax, and HR for our UK entity. It is absolutely essential to have local representation that is available to our employees and to help the company navigate the many different legal, tax, payroll, and benefit issues in the UK, which are materially different than the practices in the US. I have been impressed by their ability to draw on resources globally that relate to the proper treatment of VAT related compliance. Blurb prints and distributes books, magazines and ebooks to over 80 countries worldwide; this requires an expertise and bandwidth beyond what we could not have accomplished without Vistra s support. Gene Domecus Chief Operating Officer 15

18 Vistra Global Network Canada 2 America Anguilla Aruba Bahamas Brazil Belize British Virgin Islands Canada Cayman Islands Curaçao United States New York San Francisco 2 Delaware 1 Dallas Bahamas 1 Cayman Islands British Virgin Islands Anguilla1 Belize 1 Aruba 1 Curaçao São Paulo Asia-Pacific and Middle East Australia China New Zealand Samoa Dubai Abu Dhabi Ahmedabad 2 Mumbai New Delhi Kolkata Beijing Bangalore Chennai Guangzhou Shanghai Shenzhen Seychelles Macau Hong Kong Taiwan Hong Kong India Seychelles Singapore Iskandar Puteri Singapore Labuan 1 Macau Taiwan Mauritius Malaysia United Arab Emirates Mauritius Auckland 1 Sydney 1 Serviced offices: locations where we have relevant licences but do not have any physical presence. 2 Business development offices: offices where we have a physical sales presence. * Including Jordans, optegra and Total Solutions Middle East Ltd. 16

19 Edinburgh Rotterdam Antwerp Dublin 1 Brussels London 2 Bristol Reading Guernsey Luxembourg Jersey Zug Geneva Monaco Amsterdam Eemnes Soest Poznan Hamburg Wroclaw Berlin Warsaw Cologne Prague Frankfurt Krakow Munich Bratislava Zürich Austria 1 Budapest Milan 2 Bucharest Madrid Barcelona Sofia Malta Cyprus Europe Austria Hungary Netherlands Belgium Ireland Poland Bulgaria Italy Romania Samoa 1 Cyprus Jersey Slovakia Czech Republic Luxembourg Spain Germany Malta Switzerland Guernsey Monaco United Kingdom 17

20 Milestones Past 1986 OIL commences operations in Hong Kong 2004 The Carlyle Group acquires majority stake in OIL 2006 Vistra brand launches 2007 Vistra acquires Benelux Trust, Luxembourg Vistra acquires Monterey Group, Netherlands and Curaçao 2008 Vistra acquires ACSA, Cyprus IK Investment Partners acquires majority stake in Vistra Vistra acquires IBSL, Malta Vistra partners with Zürich based Centrapriv Group Vistra acquires China based trust and corporate services business 2011 IK Investment Partners acquires majority stake in OIL OIL merges with Vistra and forms OV Group Vistra acquires Herald Fund Services Limited Vistra acquires IMC Management & Trust (Curaçao) NV Vistra acquires Cynosure, China 2012 Vistra acquires FTC Trust, Netherlands Vistra acquires Luxembourg based HT Group Vistra acquires Corporate Services Belgium CVBA 18

21 Future Past Vistra acquires BSI Trust Singapore from BSI Bank AG Vistra acquires Althea in Geneva, as well as remaining shares in Centrapriv Group in Zürich Vistra acquiries ICSME Corporate Services, China Vistra acquires HVK Family Office Services Vistra acquires Stephen McLaren Consultants Pte Ltd, Singapore 2013 Vistra acquires FraLucca, Spain Vistra acquires NC Trust BV, Netherlands Vistra acquires Qubus, Zürich Vistra acquires Trinity Corporate Services, CEE Vistra acquires Fiduciary Management Limited, Jersey 2014 OV Group rebrands to Vistra Group and launches a new brand identity BPEA acquires majority stake in Vistra Group Vistra acquires London Legalisation Services Ltd, London BPEA completes the acquisition of Orangefield Vistra acquires DF Marine Consultancy Limited, Malta Vistra acquires globalone, Zürich 2015 Vistra acquires Nortons in Reading, UK Vistra acquires ITCL, India Vistra acquires Ujwal, India Vistra acquires Intro International, Singapore Vistra completes rebrand of Orangefield offices Vistra acquires Jordans Group, UK 2016 OIL rebrands as Vistra Vistra acquires Podium, Monaco Vistra acquires optegra, Germany Vistra acquires Foster Raffan s Compliance division, Australia Vistra acquires Total Solutions Middle East Ltd, UAE Vistra acquires Deutsche Banks Corporate Services business

22 Vistra 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong Tel Fax linkedin.com/company/vistra twitter.com/vistragroup Vistra Group Holdings SA Vistra Fund Services S.à r.l. is regulated by the Commission de Surveillance du Secteur Financier. Vistra Fund Services Limited is regulated by the Jersey Financial Services Commission. Vistra Fund Services Luxembourg is regulated by the Commission de Surveillance du Secteur Financier. Vistra (Jersey) Limited and its affiliated entities are regulated by the Jersey Financial Services Commission. DISCLAIMER: The contents of this document are made available for information purposes only. Nothing within this document should be relied upon as constituting legal or other professional advice. Neither Vistra nor any of its companies, subsidiaries or affiliates accept any responsibility whatsoever for any loss occasioned to any person no matter howsoever caused or arising as a result, or in consequence, of action taken or refrained from in reliance on any of the contents of this document This document must be read in conjunction with our Legal and Regulatory notice at: 12/17 20

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