## From:

Karyna Shuliak <

Sent: Monday, April 1, 2019 4:51 PM
To: Marc.Kensington
Cc: Mark Lloyd; Alex Peto
Subject: Re: Bin Ennakhil

Dear =arc,

I sincerely appreciate your kind =esponse.

1. The authorities in Rabat told me the =ame thing and said they would reserve the right to charge me the =apital gains as well as the transfer tax. They said that the vendor is =rying to avoid tax and as it was I that was helping him I should pay =hat he owes. They said that many purchases happen as you suggest but =ot of such a substantial property.

2 The directors do not own the co the shareholder does, =o a change in directors is meaningless.

3. AML can be done at the last moment not the first. That is =illy. I have bought other properties and am intimately familiar with =he regulations. Your vendor transferred shares from a BVI co to a =tiftung with no paperwork shown to us.

The values were obviously =ncorrect. I don't know what the cost basis of the house was so it was =ifficult to gauge capital gains on profits. I could buy the property =nd loan the owner the balance on day one to be repaid over four years =s the government allows.

Thanks for =ou kindness.

Sincerely,

Karyna

On Apr 1, 2019, at 5:18 AM, =arc.Kensington < mailto wrote:

<=pan lang="EN-US" class="">&gt;Dear Karyna

<=pan style="font-size:llpt" class="">Please read this but my goal is not to change your decision. I hate to leave a sale process with =uch a bad feeling of the potential buyer. You are an extraordinary wise young =oman. I could be your grandfather and the owner is ten years older. This might =ave had an effect on our discussions which started about 6 weeks ago. I flew numerous times to Italy to negotiate different =oints. Agreeing the price reduction from 29 (with an additional building permit for =ospitality, still pending) to 23 (for a very quick deal).

<=pan style="font-size:llpt" class="">Following, the vendors full point of view

<=pan style="font-size:11pt" class="The property

<=pan style="font-size:llpt" class="">You visited the property and loved this architectural masterpiece. Checking structure and roofs, as =ou mentioned, is totally right. A survey of heating, cooling, plumbing and electricity (installed with the latest Swiss technology in the early =0s) might show some updates to do even if everything is working.

<=pan style="font-size:11pt" class="The AML

## From: (cont.)

<=pan style="font-size:llpt" class="">The AML is a pure American regulation applied worldwide fighting against money laundering. It =ecures vendor and buyer. The emitting and receiving banks certify that their =lients are "clean".

<=pan style="font-size:llpt" class="">Two sales failed in the last 24 months for this unique reason and the first step for the vendor and =is bank was to get this AML done.

<=pan style="font-size:11pt" class="The Due Diligence

<=pan style="font-size:11pt" class="">Since 1990, the property had only one owner, Pamur Anstalt. Directors of Pamur probably changed =everal times. Is this really important ? As a new owner, Haze Trust would also probably have changed the directors and maybe sold Pamur to another =ntity.

Taxes in Morocco

<van style="font-size:llpt" class="">They are two ways to sell the property, but they can't be mixed.

<=pan style="font-size:llpt" class="">First one: sale of the property. Pamur Anstalt has to provide the investment balance and pay =he capital gain taxes (31%). The vendor rejected this option, as explained. =e needs then 4 years to receive the full net amount out of =orocco.

<=pan style="font-size:llpt" class="">Second one: Sale of the Pamur Anstalt shares in Liechtenstein. Haze Trust or any other entity is the shareholder of the Pamur Anstalt, and nothing changes in Morocco, except =ew directors

<=pan style="font-size:llpt" class="">Transferring the ownership of the property to Haze Trust comes back to option 1, with payment of =apital gain. Strategically this would be a financial disaster.

<=pan style="font-size:llpt" class="">l enjoyed to exchange with you, =id not play a game between two "competitors" and wish you a happy =nvestment in Morocco.

<=pan style="font-size:11pt;line-height:107%" class="""" >Yours sincerely

Marc LEON
Partner

KENSINGTON
Luxury Properties Sarl

Private Office Marrakech

67, rue Ibn =haldoun

Imm. El Pacha, ler =C34>tage

40000 - Marrakech (Morocco)

## From: (cont.)

## www.kensingtonmorocco.com