From: Karyna Shuliak

From: Karyna Shuliak To: Jeffrey <[email protected]> Subject: Fwd: Bin Date: Tue, 02 Apr 2019 14:22:54 +0000 Begin forwarded message: From: "Marc.Kensington" Date: April 2, 2019 at 3:17:56 AM EDT To: Karyna Shuliak Cc: Alex Peto , Mark Lloyd Subject: Bin Dear Karyna, More comments about the way to close this deal would not help, many important sales happen this way but as the tax authorities are now aware about your project, they will survey who uses the palace and try to catch you. Not sure that they will succeed, but only trying would bother you. If you want to continue the buying process, I would suggest the following strategy: I) Complete the AML, even it is silly as you say. 2) Value the Bin Ennakhil at the minimum or a little bit more than requested by the tax authorities in Morocco. There is a "referentiel des prix de l'immobilier" for all the main cities (on internet but I can provide it for you and your lawyers). The value in this Palmeraie area is 1 000 dirhams / sq. m. land (45 700 000 dirhams) and 10 000 dirhams / sq. m. built up area, not including the basements and utilities (around 30 000 000 dirhams). A total value of 8 million euros (86 800 000 dirhams) is more than ten percent over the tax valuation. Nothing can happen, check this please with your Moroccan lawyer / accountant. Pamur sells the property to Haze Trust for this price. Follow the capital gain tax calculation with a very low cost estimation of 30 million dirhams (probably only a few invoices remaining after so many years), the amount of taxes would not exceed: (86 800 000 - 30 000 000) x 0,31 = 17 608 000 dirhams. Additionally, Haze Trust has to pay the registration fees. About 6 million dirhams. At the same time, Haze Trust buys Pamur for 21 million euros (the former 23 less 2 for the taxes and fees in Morocco). After 1, 2, 3 and 4 years, Pamur owned by the Haze Trust, recovers 25% per annum of the sale price less taxes. 3) Check this way please. The most difficult will be to negotiate another price reduction of 2 million euros but if you agree with this strategy, I will push strongly. 4) Coming back to the capital gain taxes of 17 608 000 dirhams. I offer to manage the tax declaration and reduce the amount to be paid. If this happens, we can discuss about a success fee. Yours sincerely Marc LEON Partner KENSINGTON Luxury Properties Sarl EFTA00553395 www.kensingtonmorocco.com EFTA00553396