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HAB & JPR GLOBAL

GROUP OF COMPANIES
MULTI-COOPERATIVES
UNDER CONSORTIUMS
OF CONSORTIUMS

International Industrial Services | Securities | Fiduciaire | Trading

 HAB & JPR Partners Network LLP
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International Industrial Services | Securities | Fiduciaire | Trading

The HAB & JPR Partners Group of companies delivers high performance in global financial
investments and consulting services enabling organizations and governments faster response to their
projects and investments needs, generating improved efficiency and greater value from the financial
market.

Our professionals are currently working in some 55 countries with global industry leaders in
virtually all industry segments as well as key local and central government departments in both
mature and emerging markets.
HAB & JPR Partners provides consulting services to several governments engaged in their financial
restructuring to achieve long term finance organization and investments for their State related
projects.

IMPORTANT NOTE

HAB & JPR Group of Companies Multi-Cooperatives Under Consortium of Consortiums

agreement N. 7981 1 1776 2013 WRS HAB JPR
www.habjprprivee.com
HAB & JPR is a Multi-State Cooperative that serves as a coordinating entity for a Network of
independent irms operating under the HAB & JPR Investment Network name. HAB & JPR
provides no services to clients. Such services are provided solely by member irms of HAB & JPR
Network (including sublicenses and subsidiaries) in their respective geographic area.

Every Pool Network (PN) begin with the legal de nition through a Special Consortium
Agreement (SCA)of the Bank Pool Loan (BPL) for the US Based rms or from a Project
Finance Pool (PFP) for the Not US based rms.

Ask to the General Inquiry to enter into contacts with the Coordinators in Your Country

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Index

Structure.......................................................................................................................................page 4
➢ HAB & JPR Network LLP, Multinational Structure and Offices
➢ Global Management Team
➢ Message From HAB & JPR-S’s CHIEF EXECUTIVE OFFICERS
About us…………………………………………………………………..................................page 13
➢ Partners Over View
➢ Vision
Corporate Governance .............................................................................................................page 15
➢ Overview
➢ Governance
➢ Standards & Policies
➢ Board of Directors
➢ Share Holders
➢ Auditors
Global Financial Services …………………………………………………………………… page 17
➢ Overview
➢ Financial International services
➢ Project Finance
➢ Asset Allocation
➢ Insurance Division
➢ Sponsorships
➢ Real Estate
➢ Trading
➢ Shipping, Transportation, Aerospace Investments Groups
➢ Business Filings Company’s management in Switzerland and other world’s markets,
Financial Consulting, Fiscal Consulting
➢ Mergers & Acquisitions
State Gaming Division......…………………………………………………………………….page 27

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International Industrial Services | Securities | Fiduciaire | Trading

HAB & JPR Partners Network LLP - Multinational Structure and Office Locations.

HAB & JPR Partners Network LLP SCA N. 7981 1 1776 2013 WRS HAB JPR manages HAB & JPR
Partners Financial & Governmental services, HAB & JPR Partners State Gaming Division, HAB &
JPR Partners Shipping Investments, Swiss Partners RE Real Estate with own company and official
representative offices in 56 countries, managing 144 member firms offices worldwide.

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 HAB & JPR Partners Network LLP
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International Industrial Services | Securities | Fiduciaire | Trading

Corporate Office

HAB & JPR Partners Network LLP

Block A. 15/F Hillier Com. BLDG 65-67
Bonham Strand East Sheung WAN
Hong Kong
E-mail: info@habjprprivee.com

HAB & JPR Partners Network LLP

Cayman Islands (KY) B
Grand Cayman
24 Shedden Road
KY1 - 1110 Grand Cayman
E-mail: info@habjprprivee.com

Finance Center

HAB & JPR Partners Network LLP

Woolgate Exchange 25,Basinghall Street

London, EC2V 5HA (UK)

Level 39 Two Iint’l Finance Centre 8 Finance Street

Central Hong Kong (CHINA)

Tel LEGAL OFFICE BY COUNTRY

Fax LEGAL OFFICE BY COUNTRY
Email: info@habjprprivee.com

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 HAB & JPR Partners Network LLP
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International Industrial Services | Securities | Fiduciaire | Trading

WORLDWIDE OFFICE NETWORK

Europe : America: Africa Asia

► Germany ►Dominican Republic ► Benin ► Malaysia

International Business Trust Services Create Value Kalai Chelvan K.
Palaniandy , Jalan
Law firm No.54, Gazcue International
Raja Lumu,
Am Brill 18 Santo Domingo Mr. Vincens Edouard Pandamaran, 42000
Pelabuhan Klang,
PO Box 105840 Ndiaye
Selangor Darul Ehsan,
28185 Bremen Malaysia

► Italy ► Honduras ► Burkina Faso ► Maldives

Hab Privee Group Financial Services Create Value Trust Services 3rd
Milano Edif. plaza cinco 2nd International Floor, MA.
piso # 6 14 calle 6 av. Mr. Vincens Edouard Rafrafge, Buruzu
► Lithuania bo. las acacias ; Ndiaye Magu, Male’
Financial Services San Pedro Sula
Metalo 2a ► Congo ► Pakistan
Vilnius 2038 ► Mexico Create Value International
Mr. Richard W.Iribarne International Business Law firm
► Luxembourg Mexico DF 15520 Mr. Vincens Edouard Suite # 208,
Hab & Jpr Privee Ndiaye Marine heights
8-10, Avenue de La Gare 3.Clifton Blk 2.
L-1610 Luxembour ► Peru ► Capo Verde Karachi
Financial Services Mr. Create Value
► Malta Richard W.Irabarne International ► Taiwan
Malta Digital Hub, LS3,
Lima Mr. Vincens Edouard International
Level 0, Life Sciences
Ndiaye Business Law firm
Park, S. Gwann, Malta
► USA Add: 5f, No. 7,
► Switzerland International Business Sec. 2,
Hab & Jpr Privee Mr. Richard W.Irabarne Nan King E.
Carlo Gilardi (Genève) Road Taipei

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International Industrial Services | Securities | Fiduciaire | Trading

► Netherlands ► Costa D’Avorio

Trust Services Create Value ► U.A.Emirates
Heyplaatweg 21 (Port International
Sharija Islamic
No. 2600) Mr. Vincens Edouard
Financial
Rotterdam 3089 JB Ndiaye
Services
P.O. BOX 62334
► Poland ► Gambia
Dubai
International Business Create Value
Law firm International
ul. Wolbromska 53 PL Mr. Vincens Edouard
03-680 Warszawa Ndiaye
► Portugal
Financial Service ► Ghana
Rafael Bravo Create Value
Lisboa International
Mr. Vincens Edouard
► Romenia Ndiaye
International Business
Law firm - Romania 7, ► Guinea
Almasul Mare Street, Create Value
B.Post Office 7 International
ZIP Code 040954 Mr. Vincens Edouard
Bucharest Ndiaye

► Spain ► Guinea Bissau

Rafael Bravo Create Value
Valencia International
Mr. Vincens Edouard
► Sweden Ndiaye
Financial Services
STIGBERGSSLIDEN
5B S-414 63
Gothenburg

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International Industrial Services | Securities | Fiduciaire | Trading

► Turkey ► Senegal
IQ international Create Value
Solution As International
Koza Mah 1655 Sok. M2 209/NG/Almadies,
BLOK No:2E ic Kapi No:82 Dakar,
Esenyurt/Istanbul Senegal
Emin Dolma (Execu ve Mr. Vincens Edouard
Chairman Ndiaye
Istanbul
► Sierra Leone
Create Value
International
Mr. Vincens Edouard
Ndiaye

► Tanzania
Bank Services
P.O. Box 70074,
Dar-Es- Salaam

► Zambia
Financial Services
Plot 1464 Katete Court,
Parklands P O Box
21970,
Kitwe

► Zimbabwe
Financial Services 1
Kenilworth Road
Highlands
Harare

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International Industrial Services | Securities | Fiduciaire | Trading

GLOBAL MANAGEMENT TEAM

Executive Team List Switzerland

Head of Multinational Committee Mr. Hal Coleman

Head of Governmental Affairs Committee Mr. Rob Russleberg
Chief Financial Officer Mr. Normand Wilkinsons
Chief Investment Officer Mr. Kendrick Martin

FINANCIAL SERVICES

Heads

European Investment Banking Mr. Renzo Foladori

Mr. Carlo Gilardi
Secured Financing And Real Estate Mr. Rafael Bravo
Asset Allocation And Private Estate Mr. Richard W.Iribarne
Equity trading And Investment Fund Mr. Vincent Smail
Corporate And Project Finance Mr. Renzo Foladori

Private Banking Development Mr. Richard W. Iribarne

Legal Department Sidley & Austin
Sport Division Mr. Ali Shab
Chief Projects Analysis Mr. Dane Noel
Governmental Projects Mr. Richard W. Iribarne
Media Mr. Ned Langley

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International Industrial Services | Securities | Fiduciaire | Trading

REGIONAL MANAGING DIRECTORS

North America Mr. Richard W. Iribarne

Latin America Mr. Richard W. Iribarne
China & Far East Mr. Renzo Foladori
Africa Mr. Vincens Edouard Ndiaye
Sub Indian Continent Mr. Pierre Charles
Est Europe Mr. Renzo Foladori

REGIONAL MANAGING DIRECTORS

Americas & USA Mr. Richard W. Iribarne

Est Europe Mr. Renzo foladori
Europe Mr.Renzo Foladori
Far East And China Mr. Pierre Charles
United Kingdom, Isle of Man and States of Alderney Mr. Michel Minelli

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International Industrial Services | Securities | Fiduciaire | Trading
COUNTRY CHIEF EXECUTIVE OFFICERS

Argentina Mr. Richard W. Iribarne Netherlands Mrs. Emile Hood

Australia Mr. Sthephan Kelly Nigeria Mr. Lucio Espinoza
Bolivia Mr. Rodrigo Dejesus Pakistan Mr. Abe Tran
Belgium Mr. Danial Guthrie Panama Mr. Rafael Testa
Bulgaria Mr. Renzo Foladori Peru Mr. Richard W. Iribarne
Brazil Mr. Octavio Sosa Poland Mr. Valentin Suh
Canada Mr. Robby Ratliff Portugal Mr. Rafael Bravo
Cambodia Mr. Lazaro Cote Principality Mr. Russel Frith
Chile Mr. Johnie Albert of Monaco
China Mr. Major Fry Rumenia Mr. Renzo Foladori
Czeck Republic Mr. Renzo Foladori Saudi Arabia Mr. Russel Frith
Dominican Republic Mr. Aldo Rosario Slovenia Mr. Renzo Foladori
Ecuador Mr. Gioacchino Iraci Spain Mr. Rafael Bravo Vazquez
Estonia Mr. Isiah Howe S.Africa Mr. Wilburn Scofield
France Mr. Carlo Gilardi Sudan Mr. Pierre Charles
Ghana Mr. Pierre Charles Sweden Mr. Tristan Steelman
Germany Mr. Boris Leon Syria Suspended Position
Honduras Mr. Les Kerr Switzerland Mr. Carlo Gilardi
Hong Kong Mr. Ivory Solomon Taiwan Mr. Blair Carbaugh
India Mr. Rafael Bravo Tanzania Mr. Zachery Goldsmith
Italy Mr. Renzo Foladori Tunisia Mr. Mariano Bolick
Israel Mr. Renzo Foladori Turkey Mr. Emin Dolma
Kenya Mr. Pierre Charles Ukraine Mr. Pierre Charles
Lahos Mr. Lavern Orr Uruguay Mr. Richard W. Iribarne
Lebanon Mr. Efren Hobbs U.A Emirates Mr. Odell Lasalle
Lesotho Mr. Pierre Charles United Kingdom, Mr. Michel Minelli
Liechtenstein Mr. Russel Frith USA Mr. Richard W. Iribarne
Luxembourg Mr. Renzo Foladori Vatican City Mr. Renzo Foladori
Malaysia Mr. Kalai Chelvan K.P Zambia Mr. Bobbie Merkel
Malta Mr. Renzo Foladori Zimbabwe Mr. Vaughn Carvajal
Mexico Mr. Eloy Navarro
Myanmar Mr. Elmo Ayala

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MESSAGE FROM CHIEF EXECUTIVE OFFICERS

Today's challenging global economy demands far more resources than any single company
can provide.
We look for consistent forms of alliance to deliver better service and value.
HAB & JPR Partners, as a partnership, integrate a unique tie up of Multinational Financial top
performers, to deliver superior knowledge and service to integrate our Customers best business
performance and Success.
Hab & JPR Partners member firms with own company offices and official representative firms in 60
countries, managing 144 industry highly qualified professionals member firms offices, are
committed to deliver high quality financial solutions as a true partner in companies success.
Companies needs effective Partners more and more to improve their competitive advantage. Finance
and Networking are more and more critical to any business. HAB & JPR Partners Network
cooperates with companies to empower their bottom line.

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International Industrial Services | Securities | Fiduciaire | Trading

ABOUT US

A new powerful brand to tackle multinational expansion

Founded in Delaware in 1951, HAB and also JPR Partners was acquired by a financial swiss group
from Zurich, who maintained a sigle logo HAB & JPR Partners brand name. Afterwards developing
as a Swiss Family Company, expanded through the years into other financial segments, it was finally
acquired in the 80’ by a new swiss stakeholders group. In the past twenty years has become a premier
global provider of multinational investment banking and financial services with tailored solutions for
companies operating in various industry segments, and specially: shipping, industrial, real estate,
brokers, educational and governmental entities.HAB & JPR Partners is today partnered by some key
swiss and asian financial groups as stakeholders. HAB & JPR Partners Network companies are
operating through own subsidiary firms in different business segments and markets to satisfy the
highest standards of swiss requirements and confidentiality. In 2013 HAB & JPR Partners
shareholders found "HAB & JPR Group of Companies Multi-Cooperatives Under Consortium of
Consortiums agreement N. 7981 1 1776 2013 WRS HAB JPR " (www.habjprprivee.com) as the legal
company to coordinate the HAB & JPR Partners Multinational Group of Companies. This new
entity N. 7981 1 1776 2013 WRS HAB JPR is a Multi-State Cooperative that serves as a
coordinating entity for a Network of independent firms operating under the HAB & JPR Investment
Network name. HAB & JPR provides no services to clients. Such services are provided solely by
member firms of HAB & JPR Network (including sublicenses and subsidiaries) in their respective
geographic area. With our global coverage in most of the world's key markets, HAB & JPR Partners
offers a ready to use opportunity to perform quality financial services in the global environment.
Partnered and sponsored by some of the world's leading financial advisors, HAB & JPR Partners
provides a long term association opportunity able to enhance any industry or brokers, business
performance, growth, cost reduction and safe operativity. By using one of HAB & JPR Partners
worldwide organizations, our customers and member firms are abilited using one single premier
financial network across the globe.HAB & JPR Partners global network , has been created with the
crucial objective to provide the best world's entities an innovative financial company operating on
global scale, as a winning tool to better do business in the always more demanding international
economy, as a superior product offered to the world's public.

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International Industrial Services | Securities | Fiduciaire | Trading

Partners Overview

HAB & JPR Partners is the result of the experience of a multinational group of partners which have
cooperated for more than 15 years, and of course also of new selected partners.
Our key partners include the five continents and are engaged in expanding the group further in their
respective regions. All of the senior partners have outstanding industry knowledge.
Decision to launch a new powerful brand in the market was necessary to transcend the natural
tendency for each partner to be attached to their past manner of doing business, as from now one we
all capitalize our past experience to channel our energy in this new global player.
Because of our different background and cultures, and also because of a higher number of people
involved in the decision making process, our company is one of the most effective and largest in the
world's market.

Vision

We use our breadth of experience, capabilities and financial strength to create value for our clients,
member firms, shareholders and world's public as a whole.

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CORPORATE GOVERNANCE

Overview
Our business is built on trust, and we do everything within our power to earn and retain the trust of
our stakeholders.

Governance

The governing bodies of HAB & JPR Partners Group endeavour to increase the value of the
company in a sustainable and responsible manner.

Every aspect of what we do depends on how we interact with the people we meet in our day-to-day
business. Positive relationships play a key role both within the company and outside it; they form the
basis of our reputation. We conduct our work with integrity, responsibility, fairness, transparency and
confidentiality.

Our business is built on trust, and we do everything within our means to earn and retain the trust of
our stakeholders.

Standards & Policies

HAB & JPR Partners Group is committed to high Swiss and Asian international standards of
corporate governance and is also committed to compliance with internationally accepted high
standards of corporate governance to safeguard the interests of all of its stakeholders. The Group
acknowledges that good corporate governance helps stakeholders to better assess the quality of the
company and its management and supports investors in their investment decisions.

At HAB & JPR Partners Group, "good corporate governance" signifies in particular:

• A Board of Directors that meets high standards of professionalism and independence;

• Board of Directors' Committees (Chairman's and Governance Committee, Audit Committee,
Compensation Committee and Risk Committee) that are composed of qualified members who
do not have an executive function within the company;
• Transparent reporting and accounting;
• Independent internal audit.

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• The governance of a company is subject to changes and adaptation to internal and external
factors. Therefore, corporate governance may be derived from a number of different
governing documents. In order to facilitate the understanding and to summarize the most
important elements of HAB & JPR Partners Group's corporate governance, the Board of
Directors of HAB & JPR Partners Group has adopted the Corporate Governance Guidelines.
These guidelines create the basis for a sound corporate governance framework and refer to
other documents which regulate certain governance aspects in more detail.

Boards of Directors
HAB & JPR Partners Group's Board of Directors is responsible for the overall direction, supervision
and control of the company.

Management

The Board of Directors generally delegates management authority and the power to implement its
resolutions to management bodies or executive officers.

Shareholders

As investors and bearers of risk, shareholders have the final say within the company.

Auditors

Internal and external auditors are critically important agents providing an independent assessment of
the Group's operations and internal controls. HAB & JPR Partners is audited by Solomon Partners
WRS Werner Rothschild & Cie, that act also as Trustee Agent.

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GLOBAL FINANCIAL SERVICES

Overview

Our single minded goal is gaining a deep understanding of our clients' financial needs. as we know
that no one's needs are two-dimensional. 360° Choice.

Financial International Services

Our extensive network of member firms and professionals across the globe, and our team
specializations in many industry segments allow us being able to serve customers needs virtually in
all key world's markets and industry segments. We have gradually developed agreements with top
international Banking Groups. We currently cooperate with some 50 World’s Top Banking
Instituitons, for the evaluation, the technical analysys, and the execution of the financing of the
projects.

Our core financial services provided to Governments, State Related Companies and Private
Companies are, among others:

• Creation of Bank Syndicates to finance large Governmental and private projects in any
business segments.

• Financial consultancy for the economical and financial restructuring of State related
companies in several Business Markets.

• Rating of Governmental related companies in various Business Markets.

• Finance for Oil Trading.

• International Shipping Services.

• Gaming Division and creation of State Lotteries and restructuring of existing systems.

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International Industrial Services | Securities | Fiduciaire | Trading

Project Finance

HAB & JPR Partners Group of companies delivers high performance in global financial investments
and consulting services enabling organizations and governments faster response to their projects and
investments needs, generating improved efficiency and greater value from the financial market.
Our professionals are currently working in some 55 countries with global industry leaders in
virtually all industry segments as well as key local and central government departments in both
mature and emerging markets.
HAB & JPR Partners provides consulting services to several governments enagaged in their financial
restructuring to achieve long term finance organization and investments for their State related
projects. HAB & JPR Partners Financial Services Singapore member firms, with the same majority
stakeholders, WRS Group.

Link Your Business Directly to the World’s Top International Banking Pools
- Investments Virtually Unlimited, not less than €uro 10 million.
- Response in 30 to 60 days, at top competitive interest rates.
- Fundings issued through top international Banking Pools.
- Investments for highly successful businesses and projects only.
- Investments in any politically stable country, in any business segments.
- No Capital Venture.
Business Segments
- Governmental Related Projects
- Industrial
- Aerospace
- Shipping
- Real Estate
- Health Industry

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Asset Allocation

Expert advice and tailor-made financial solutions for wealthy individuals worldwide.
As we count with a highly specialized structure in banking and finance we have developed through
the years close cooperation with key Swiss and Asian international bankers, and top worlds’ bankers
managing private funds in Switzerland and Asia.
Our performance focused and result oriented Asset Allocation Services enable us to tailor our
customer’s most specific financial needs and goals, however with a unique and customized financial
performance package.

Insurance Division

HAB & JPR Partners Investment Group provides non-life insurance, life insurance and pension
solutions.

Sponsorships

Our Sponsorships division in Genève, New York and Abhu Dabi operates in conjunction with the
world’s most prestigious brands sports entities and events to tailor the best opportunity available.
Each business case is treated with a unique strategy able to achieve best results and economical
outcome.

Real Estate

HAB & JPR Partners Group operates in large real estate and resorts property on global scale.
Our worldwide network is able to provide research for the sale and the buy process of large real
estate property in any world’s market.

Trading

HAB & JPR Partners Group is engaged in governmental assignments in several emerging and
mature markets and however our partners and professionals are engaged in some 56 world’ markets
in virtually any industry and business segments. This position and high calibre relations allow us to
generate trading opportunities for large trading appointments.

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Shipping, Transportation and Aerospace Investments Group

Executive Service Summary

To successfully meet the needs of our primary customer base, we must first understand what those
needs are. HAB & JPR Partners’ primary customer base is composed of general transportation
industry members from Freight Forwarders, NVOCC’s, Ocean Freight Carriers (SSL’s), Air Cargo
Carriers (Air lines), Airports, Ports and Inland Terminal Operations, Governmental Projects as well
as private, among many others.

Our understanding of the over-arching financial and logistics needs of these customers is as follows:

Customers

Strategic Needs: Tactical Needs:

• 100%error-free transportation and financial services for customers

worldwide.

• Reliable access to growing markets and way of penetration

To deliver "World Class"
financial customer by means of service and monetary influx.
service.
• Responsive, pro-active logistic and financial partners able to deliver
fast service at a competitive cost.

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To concentrate creative •The ability to "manage" company processes and development in

resources in core order to be able to perform these functions at 100% effectiveness and
business areas. increase their potential success ratio.

•To minimize logistics development expense (while at the same time

improving customer service) by taking avantage of competitive costs
in overall management services.

To lower the company's

•To enter into partnerships with customers and vendors who:
overall cost for service
level increase 1. Can reliably provide a broad range of services.
2. Will make it easy to do business together.
3. Will respond to evolving needs.
4. Will be around ten years from now.

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HAB & JPR Partners Features => Benefits To Customers

HAB & JPR Partners Network LLP is one of the largest financial
service solutions provider on a global scale. Our business coverage
ranges to all global regions and this gives us superior bargaining
power.

Competitive Pricing

HAB & JPR Partners Network LLP can offer market competitive
pricing on all key service. This in turn means that customers do not
need to deal with several, so called-market specialist in order to
obtain competitive pricing.

HAB & JPR Partners Network LLP offers a full range of logistics and
financial services to all major and secondary markets in the world.

integrated source of most

=> This means that customers do not need toshop’ for a new service
kinds of transportation
provider each time a new business opportunity is found, or when a
and financial services.
large investment opportunity can better be by a solid financial entity.

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•Our customer needs vary. Some are small, others are large, some
and others are not. Customers want one partner to handle all types of
business needs. HAB & JPR Partners Network LLP operates multiple
Service, Flexibility and service levels on most global markets.
Depth of Product
Knowledge

=> This means that customers can obtain the right type of service for
a particular requirement without having to switch service providers.

•Customers do not want to spend a lot of time administering the

various facets of their fiancial requirements.

=> This means that customers can reduce administrative oversight,

and reduce the numberpass of from one service provider to another.

Service Reliability
=> Means that we speak the same language of quality as our
customers.

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•HAB & JPR Partners Network LLP members are always updated
A pro-active” service sharing important information and how to best service our
provider that keeps customer’s requirements on a global basis.
customers informed
without having to be
specifically instructed. => This gives us the means to quickly and accurately track the
progress of our cust needs and enables us to be always up to
datewhile taking corrective actions in a timely manner.

•HAB& JPR Partners Network LLP offe management information

summary on all projects pending and those already concluded.

=> This gives customers the means to manage its resources without
having to commit to additional transactional costs.
Provide product visibility
using parameters that
are meaningful to
customers

HAB & JPR Partners Networks’ commitment to service excellence in the logistics and financial
sectors are second to none. Our experts are readily available to providing our customers the best
results in the least possible time on any Transportation and Financial requirements.

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Business Filings/founding and management with local directors of new companies in

Switzerland and other world's markets

Business Filings/ founding of new companies in Switzerland, Asia, and other countries with
Administration and Management for account of foreign shareholders complying with each different
country fiscal Laws.

Mergers & Acquisitions

Consulting Services and Market Research for Mergers & Acquisitions, in any Business Industry, in
any Market Place.

M&A - Buy and Sale

Our team analysis for performing Buy and Sale mandates are very specific. As experienced senior
business managers ourselves, combined with our extensive M&A background, we tailor our
approach to each project we agree to undertake.

M&A - The Sale Process

General Information to Engage on the Project

Only if we believe we can successfully complete a sale, do we proceed to the next process. Having
completed preliminary step of understanding the business and the expectations of the Seller we then
proceed to formally entering into a written agreement with the Seller. Our typical agreement includes
a competitive retainer for our services and a "Success Fee" for completion of a successful sale
transaction.

Identify a Buyer "Potential-list"

A list of potential Buyers for the business of assets is generated. The identification of this "Long-list"
of potential Buyers is based on a wide range of input. The input is from the Seller, from Swiss
Partners Investment Network's database of potential Buyers and from other contacts in the market
place. we narrow the activities down to a Short-List of serious, potential Buyers. This Short-List will

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include only those potential Buyers submitted an initial expression of interest including a valuation
price or range for the business or assets.

Obtain best terms

Working with a key list of potential Buyers, we negotiate on the Sellers behalf the best price and
terms and evaluate the Buyer's ability to complete the transaction. The ability to complete (or close)
includes: funding, due diligence requirements, external approvals and so forth. Our focus is not only
on obtaining the best price for our Sellers, the best possible terms with the greatest certainty of
closing the transaction with the preferred Buyer.

M&A - The Buy Process

Clear Goals
Once we have a thorough understanding of the Buyer's context, we work with the client to define
objectives for the purchase. These are defined in terms of potential targets, valuation, timeframe and
fit with the client's business and strategy is clearly defined within their organization.

General Information to Engage on the Project

Having completed the first steps of understanding the context and the agreed upon goals of the
purchase, we then proceed to formally entering into a written agreement with the Buyer.

Identity Acquisition Targets

Once the project is engaged, we immediately develop a thorough list of potential acquisition targets.
We build this list from our own database and research as well as from information supplied by the
Client. This list can include standalone companies or divisions/business units of larger corporations.

Potential Buyers
The Short-list will include only qualified through the screening process and who have indicated a
true interest in being acquired. We do reveal the identity of the Buyer during this process, under
Confidentiality Agreement, as this is key to confirming true interest on the part of the target being
acquired.

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International Industrial Services | Securities | Fiduciaire | Trading
Negotiate Optimal Economic Return

Working with the Short-list of potential buyer, we negotiate on the Buyer's behalf the best economic
return for their investment. The dst economic return is not only a function of price, but also of
payment terms (cash, stock, seller financed debt, earnout or combinations of these payment methods)
and also of other terms of the purchase including warranties, liabilities assumed (or not assumed)
timeframe of completion, ability to integrate into Buyer's operation and business and many other
considerations. Many of these criteria can be extremely important to the true economic return the
Buyer will realize and thus will ultimately be the determinant of a successful transaction. The best
price does not always mean the best economic return for the investor (Buyer). The overriding
objective of the process is to complete a transaction that fulfills the goals of the Buyer with the best
economic return for their investment.

STATE GAMING DIVISION

We provide premium quality consulting to Lotteries, Lottery Suppliers, Investors, Governments and
other entities having an interest in the lottery industry.
HAB & JPR Partners Network LLP offers a broad spectrum of services which you will find
described in the following pages.
We hope you find the information interesting.
World Wide Service
HAB & JPR Partners Network LLP Gaming Division serves the international market; as such,
clients benefit from our extensive global lottery experience. To mention but a few examples, HAB &
JPR Partners Network LLP Gaming Division's Principal Consultants have served clients in countries
as diverse as Argentina, Bolivia, Usa, Spain, Peru, Panama, Mexico.

Independence
All of HAB & JPR Partners Network LLP Gaming Division's Principal Consultants have prior
working experience with various lotteries and lottery suppliers. This enables HAB & JPR Partners
Network LLP Gaming Division to provide its clients, whether lotteries or suppliers, with well-
informed, unbiased and independent consulting and support services.

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International Industrial Services | Securities | Fiduciaire | Trading

HAB & JPR Partners Network LLP Gaming Division's Customers

HAB & JPR Partners Network LLP Gaming Division`s primary focus is within the lottery industry.
Established organizations as well as start-up businesses can benefit from HAB & JPR Partners
Investment Network LLP Gaming Division's thorough knowledge of all lottery related issues. Of
course, HAB & JPR Partners Network LLP Gaming Division's commercial and technical experience
of business supported by agent networks and on-line systems is applicable to other industries as well.
The appreciation and need for qualified consulting and support is shared among our clients:

• Lotteries
• Lottery suppliers
• Investors
• Governments
• Other On-line system or sales network users such as banks, retail chains, etc.
There are many years of collective lottery experience within HAB & JPR Partners Investment LLP
Gaming Division. By drawing on this experience, our clients get "tangible relief of responsibility,
decreased business risk and/or increased profitability". Avoiding pitfalls, security risks or inferior
technological products is critical to the success of your operation. HAB & JPR Partners Network
LLP Gaming Division will ensure your success.

HAB & JPR Partners Network LLP Gaming Division

By selecting HAB & JPR Partners Investment Network LLP Gaming Division , our clients draw on
HAB & JPR Partners Network LLP Gaming Division Principal Consultant’s experience from many
projects and lotteries world wide. This expertise specifically includes:

• Start-up of various lotteries world wide;

• Lottery product development and selection; product launches ;
• Establishment of over 10 on-line systems worldwide;
• A unique in-depth knowledge of On-line systems and other technologies such as Internet,
Hand-held terminals, Central Processing systems, Drawing equipment (mechanical and
computer generated);
• Lottery operation;
• Investment analysis and support and consequential start-up responsibility in new lotteries;
• Selecting drawing machines, development of drawing procedures, studio layout, etc…

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International Industrial Services | Securities | Fiduciaire | Trading

HAB & JPR Partners Network LLP Gaming Division’s Principal Consultants provide qualified
consulting in a very wide range of areas, including:

o Gaming legislation;

o Investment Analysis; Financing, Business Plans;

o Market Analysis, Business Analysis and Business Development; with or without a

technology content:
▪ Game (Product) Analysis and Development;
▪ Passive and Instant lottery tickets;
▪ Sales Networks; Establishment of, mergers & development, training;
▪ Design and development of lottery organizations.

o Procurement of Computer Systems

▪ Technology; analysis and selection;
▪ Vendor qualification;
▪ Design and management of complete procurement procedures;
▪ RFP development, commercial and technical;
▪ Bid evaluation; commercial and technical.

o Project Implementation including staffing

▪ Project Management; technical and commercial;
▪ Computer System Delivery- and Acceptance Tests;
▪ Computer System Performance Analysis and Upgrading.

o Facilities Management
▪ Computer System Operation.

o Security Reviews;

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International Industrial Services | Securities | Fiduciaire | Trading

IMPORTANT NOTE

HAB & JPR Group of Companies Multi-Cooperatives Under Consortium of Consortiums

agreement N. N. 7981 1 1776 2013 WRS HAB JPR

www.habjprprivee..com

HAB & JPR is a Multi-State Cooperative that serves as a coordinating entity for a Network of
independent irms operating under the HAB & JPR Investment Network name. HAB & JPR
provides no services to clients. Such services are provided solely by member irms of HAB & JPR
Network (including sublicenses and subsidiaries) in their respective geographic area.

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