GENERAL INFO ON REGISTRATION OF AIRCRAFT IN ARUBA

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Cameron Jenkins
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and management of offshore companies.! is established in Aruba and affiliated to in Curaçao and also has correspondent offices in Panama, British Virgin Islands and Anguilla.

1 AMTR N.V. together with it's affiliate and correspondent offices can provide you, through the expertise of over 30 years gathered in its staff and personnel, all the fiduciary services related to the formation and management of offshore companies.! AMTR N.V. is established in Aruba and affiliated to AMTR N.V. in Curaçao and also has correspondent offices in Panama, British Virgin Islands and Anguilla.!!! Our main services are on the field of corporate & secretarial services related to the incorporation and management of companies and foundations. Other services provided:! Consultancy and advice on tax and legal issues related to the offshore industry;! Aircraft registration in Aruba;! Ship registration in Curaçao;! Bookkeeping & accounting services.!! For in depth analyses on tax issues we will refer you to a specialized tax consultant firm. We do not provide services as a broker for portfolio investments. We do have contacts with various brokers for this purpose.! AMTRARUBA.COM ARUBA CURAÇAO

GENERAL INFO ON REGISTRATION OF AIRCRAFT IN ARUBA The registration of aircraft in Aruba for the international market has been made possible through the use of an Aruba Exempt Corporation ( Arubaanse

2 GENERAL INFO ON REGISTRATION OF AIRCRAFT IN ARUBA The registration of aircraft in Aruba for the international market has been made possible through the use of an Aruba Exempt Corporation ( Arubaanse Vrijgestelde Vennootschap ), abbreviated as AVV. AIRCRAFT NATIONALITY REGISTER An Aruba Exempt Corporation, owner of an aircraft, is able to register said aircraft in the Aircraft Nationality Register of Aruba kept at the Department of Civil Aviation (DCA) in Aruba. The provisions of the Ministerial Decree containing Regulation Registration and Registration Mark also enables an AVV being the holder of an aircraft based on a lease agreement to register said aircraft in the Aircraft Nationality Register of Aruba. The director of the DCA may stipulate additional requirements. For more information on the aircraft registration process please visit the website or contact the following: Mr. Jorge Colindres - CEO The Registry of Aruba International Air Safety Office Administrators of the Int l Aviation Program of Aruba 8750 NW 36th Street, Suite 210 Miami, Florida USA Telephone: (305) Toll Free: 1 (888) Fax: (305) admin@airsafetyfirst.com ADVANTAGES AIRCRAFT REGISTRATION IN ARUBA Aruba has a high and rigorous standard for the evaluation of the aircraft airworthiness, flight crew and is a category 1 country. An aircraft registered under the Aruba nationality can land virtually anywhere.

3 The registration in Aruba is very favorable for companies that lease aircraft to third parties or for financers, as there is minimal risk of diminishment of the value of the aircraft due to the high standards set by Aruba with which the aircraft operator must comply. Aruba Civil Aviation regulations are JAR. CIVIL PUBLIC REGISTERS Besides the Aircraft Nationality Register, kept at the DCA, Aruba has a separate register for the registration of ownership of an aircraft, kept at the Mortgage Office (Civil Public Registers). The Aircraft Nationality Register is an administrative register while the Civil Public Registers is the civil law register for ownership and other real rights of registered properties (registergoederen). Registration of the aircraft in the Civil Public Registers (teboekstellen) causes the aircraft to become a registered property (registergoed). The aircraft being a registered property can be subject to real rights, such as ownership, mortgage or lease. Ownership of an aircraft registered in the Civil Public Registers is absolute and establishes beyond any doubt the ownership of the registered aircraft (teboekgestelde luchtvaartuig). If an aircraft is only registered in the Aircraft Nationality Register at the DCA and not registered in the Civil Public Registers, the aircraft will be deemed movable and unregistered property in accordance with our laws. The principle rule for movable and unregistered property is that the holder of the aircraft is deemed owner, unless proven otherwise. Therefore it is recommended to register the aircraft in the Civil Public Registers to ensure there is no doubt on the ownership of the aircraft. Documents needed for the aircraft to be registered (teboekstellen) at the Civil Public Registers kept at the Mortgage Office and to become a registered property (registergoed): Certificate of registration of the aircraft at the Aircraft Nationality Register in Aruba (provided by the DCA); Declaration of the DCA regarding the maximum takeoff weight (must be minimal 1,000 kg.); The bill of sale and purchase agreement of the aircraft (four originals of each must be submitted) and a certificate of de-registration from its current register. In case the aircraft has never been registered before at an aircraft register: all the bills of sale and purchase agreements from the manufacturing of the aircraft till the present owner (four originals of each must be submitted). The registration of an aircraft in the Civil Public Registers kept at the Mortgage Office must be approved by a Judge of the Court in First Instance in Aruba. Phone: (297) / Fax: (297) address: amtr@amtraruba.com Affiliated Office: AMTR N.V.

4 MORTGAGE After the aircraft has become registered in the Civil Public Registers, the registered aircraft (teboekgestelde luchtvaartuig) can be subject to a mortgage. For the mortgage to be in effect, a mortgage deed needs to be passed in front of a civil law notary in Aruba and registered with the public registers of the Mortgage Office. The mortgage deed will be based on the agreement(s) and/or promissory notes made between parties (must be submitted in original). Nevertheless, the mortgage deed and the creation of the mortgage will be governed by the laws of Aruba. LEASE AGREEMENTS Lease agreements can also be entered into the Civil Public Registers once the aircraft has become a registered aircraft (teboekgestelde luchtvaartuig). For more details on this subject, please contact us. Legal opinions can be obtained on the proceedings of the registration of the aircraft in the Civil Public Registers at the Mortgage Office (registered property) and on the placement of a mortgage on the aircraft (registered property). TAXES The AVV is completely exempted from profit tax in Aruba as long as it has complied with the following requisites: disclosing the shareholders in the company Keeping an administration and preparing of financial statements within 6 months after finalizing the fiscal year of the company Not having a permanent establishment in Aruba For any further information do not hesitate to call us at (297) / or send us a fax on (297) or us: amtr@amtraruba.com This document is construed for general information only. The information presented should not be construed to be formal legal advice. AMTR N.V. Belgiëstraat 36 Phone: (297) / P.O. Box 1256 Fax: (297) Oranjestad, Aruba info@amtraruba.com Phone: (297) / Fax: (297) address: amtr@amtraruba.com Affiliated Office: AMTR N.V.

Aruba enacts new aircraft registration legislation February 2014 The Aruba Registry has recently enacted some new legislation to increase the flexibility of the aircraft registration program in Aruba

5 Aruba enacts new aircraft registration legislation February 2014 The Aruba Registry has recently enacted some new legislation to increase the flexibility of the aircraft registration program in Aruba and to meet demands from the industry. The changes were implemented in the aircraft registration regulation. This memorandum will give you an overview of the key elements that have been implemented. Qualifying countries/companies for registration in Aruba Prior to these changes only natural persons that are resident of Aruba or Aruba legal entities qualified for registration. The new regime expands the definition of qualifying companies to include: Members of the European Union states Members of the European Economic Zone states Members of the British Commonwealth The United States of America United Arab Emirates Companies which are member of (one of) these states can qualify for registration, provided these companies have and maintain a qualifying local representatives established in Aruba. U.S. Owner Trustees U.S. Owner Trustees also qualify for registration in Aruba under this new regime. Qualifying holders The old regime limited registration by either Aruba owners or Aruban lessees ( houders ). The new regulation also allows for aircraft manager or operators to qualify for registration. In all these instances the Registry has to verify the underlying documentation that the manager or operator has operational control of the aircraft, which is a safety oversight requirement. Other qualifying countries/companies The regulation also contains a list of countries that do not fall under any of the earlier mentioned categories but whose companies are commonly used, as part of international financial structures or for which there is demand from the industry. The qualifying countries are listed in annex 1 to this. Companies which are member of (one of) these states can qualify for registration, provided these companies have and maintain a qualifying local representatives established in Aruba.

6 Qualifying local representatives Qualifying local representatives are limited to: lawyers, accountants and TSP S ( Trust Service Providers ) that are directly or indirectly under regulatory supervision in Aruba. Having a qualifying local representative will, in principle, not create a taxable presence for the foreign company registering an aircraft in Aruba. IDERA domestic registry The new regulation creates the possibility for the Registry to maintain a separate registry for IDERA s filed with the Registry. While the Cape Town Convention does not require domestic legislation for the creation of such registry, it was deemed desirable by the Registry to provide for this to create an extra level of comfort for financiers. Pledge domestic registry The regulation also allows for a separate registry to be created to file any other legal acts and/or notifications that in any way is relevant for the legal status of an aircraft. These include the filling of security interest rights in the form on an Aruba right of first pledge or an Aruban right of first mortgage. Other rights Other rights or notices that that can be filed with the registry include: fractional ownership, engine ownerships or rights allocated to a U.S.-(owner) Trustee. The latter was included to facilitate the recordal of the rights of U.S. (owner) Trustees in Aruba. For any further information of aircraft registration in Aruba or on the possibilities of structuring under this new regime or for domiciliation do not hesitate to call us at + (297) / or send us a fax on + (297) or us: amtr@amtraruba.com This document is construed for general information only. The information presented should not be construed to be formal legal advice. ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

7 ANNEX 1 Andorra Anguilla Antigua and Barbuda Argentina Australia Azerbaijan Bahamas Bahrain Barbados Belize Bermuda Brazil Brunei Darussala Canada Channel Islands Chile Chinese Republic Colombia Costa Rica Gibraltar Hong Kong (SAR) of China India Israel Isle of an Jamaica Japan Jordan Hong Kong Kazakhstan Kenya Lebanon Malagasy Malaysia Morocco M Marshall Islands Mauritius Mexico ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

8 Myanmar New Zealand Oman Panama Peru People s Republic of China Principality of Liechtenstein Principality of Monaco Qatar Russian Federation Saudi Arabia Seychelles Singapore Saint Kitts and Nevis Saint Lucia Saint Vincent and the Grenadines Serene Republic of San Marino South Africa South Korea Taiwan Thailand Trinidad and Tobago Turkey Turks and Caicos Vanuatu Venezuela United Arab Emirates ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

9 GENERAL INFORMATION ON THE A.V.V. The corporate law of Aruba has introduced as per January 1, 2006 a revised tax regime for the socalled Aruba Exempt Corporation (better known as A.V.V. ), which even though it has been converted from a fully tax exempt Company into a fully taxed company at the local tax rate of 35% on its profit, the exemption can still be obtained if the following situations can be applied and which still makes it a very flexible vehicle for international operations/business a) The A.V.V. can remain exempted from profit tax and dividend withholding tax but are restricted to the following activities: 1) Financing This activity is described as: the financing of enterprises and corporations including related parties, not being a credit institution. Condition: The A.V.V. may not qualify as a credit institution. 2) Holding This activity is described as: holding of shares, equities or other rights of participation. A strict condition for exemption is: that the profits of the company distributing the dividends to the A.V.V. are subject to a profit tax in its country of residence at a rate of at least 17.5%. Its not required that at least 17.5 % profit tax is actually levied. An Exception apply when total dividends received from non-qualifying foreign source(s) does not exceed 5 % of the total amount of dividends received by the A.V.V. from holding activities. 3) Investments This Activity is described as: Investment of Capital excluding Real Estate. Note: Investments in Real Estate is explicitly excluded. However holding shares in a Real Estate Company should still be possible but should qualify as holding activity as mentioned under 2.

10 4) IP Licensing This activity is described as: Licensing intellectual and Industrial property right and similar capital rights or usage rights according to the law of Aruba and according to of third country. The overall conditions are: - The A.V.V. is to maintain a proper administration and must commit itself to submit any and all information to the local tax authorities when/if so required. - The A.V.V. is to be restricted to exclusively the above four exempted activities: If the company performs any other minor non qualifying activity, it will forfeit the exemption and becomes subject to profit tax at 35%. b) The A.V.V. may opt to be treated as a transparent entity and consequently is not subject to the profit tax in Aruba. If the A.V.V. applies for the transparency status, it has to comply with the following annual requirements: - The shares in the A.V.V. must be registered and the A.V.V. has to disclose the identity of its shareholder(s) to the local tax authorities (not intended for public records). - The A.V.V. must file financial statements consisting of a balance sheet and a profit loss account with the tax authorities in Aruba within six months following the financial year-end. (no audit is required). - The name of the fiscally transparent company will be included in a public register. The Aruba Vrijgestelde Vennootschap, abbreviated as A.V.V. (in English: Aruba Exempt Corporation, A.E.C.) is a corporation with its capital divided into shares and may be compared with the International Business Company of the British Virgin Islands. ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

11 MAJOR ASPECTS OF THE A.V.V.: A. The A.V.V. must be incorporated by at least one incorporator. B. The capital of an A.V.V. must be at least $6.000,= of which at least US$ 1,-- must be issued and remain outstanding at all times. C. The A.V.V. can issue shares that have a par value or without value. Non-voting shares can also be issued. D. The shares must be registered and the Ultimate beneficial owner must be disclosed E. The A.V.V. must have its registered office in Aruba and must have a Registered Agent in Aruba ( Legal Representative ; this can only be a non-exempt Aruban Company with the specific corporate purpose of being a licensed, local Registered Agent under supervision of the Central Bank of Aruba ). F. The board of managing directors of an A.V.V. can consist of one of the following: The local registered agent, offshore legal entities or non-resident individuals. G. The preparation of the yearly financial statements can be done anywhere in the world and must not be audited, but must be signed by all the Managing directors and must be presented for filing with the tax authorities and deposited with the Chamber of Commerce of Aruba before June 30 of each year. H. General meetings of shareholders can be held in Aruba or anywhere else in the world. I. The A.V.V. must obtain a declaration of no objection from the Minister of Justice and a foreign exchange license from the Central Bank of Aruba. J. The A.V.V. is allowed to do any kind of business in Aruba, but will be taxable at the rate of 35 % on its profit other than holding an office. K. The time frame of incorporating the A.V.V. is approximately five working days if all compliance documents are provided and the requirements are met. PURPOSE OF THE CORPORATION The standard purpose clause of the A.V.V. provides for: L. Acting as a Holding Corporation M. Portfolio Investments N. Investments in real estate in general O. Trading in general P. Acquisition of royalties Q. Mortgaging and other surety-ships in general R. Registering and de-registering of aircrafts and ships ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

12 The A.V.V is not allowed to conduct offshore banking as well as other activities, which would make it a credit or financial institution. TAXES The AVV is completely exempted from profit tax in Aruba as long as it has complied with the following requisites: - Apply for the fiscal transparency status within a month after incorporation of the company. - disclosing the Ultimate Beneficial owner in the company - Keeping an administration and preparing of financial statements within 6 months after finalizing the fiscal year of the company. - Not having a permanent establishment in Aruba. For any further information do not hesitate to call us at + (297) / or send us a fax on + (297) or us: amtr@amtraruba.com This document is construed for general information only. The information presented should not be construed to be formal legal advice. ARUBA Phone: (297) Fax: (297) amtr@setarnet.aw CURAÇAO Phone: (5999) Fax: (5999) info-cur@amtraruba.com

MINISTERIAL REGULATION dated February 7, 2014 for the modification of the Regulation on registration and registration reference (AB 1991 no.

[Emblem] 2014 no. 15 LEGAL PROCLAMATION BULLETIN OF ARUBA MINISTERIAL REGULATION dated February 7, 2014 for the modification of the Regulation on registration and registration reference (AB 1991 no. GT