NASIH Consulting (PJSC) Office 804, 8th Floor, Palladium Office Bldg.

Zaferanieh, Tehran – Iran

“Nasih Consulting: International standards, Local knowledge”

CORPORATE PRESENTATION - 2016

Who we are

u A one-stop-shop Business Consultancy Companyu Located in the North of Tehranu Combining local knowledge with the highest international

standards, a combination materialized by the two managing partners:

uMr. Pedram Elikaei: an Iranian successful Businessman in many industries; &

uMr. Nizar Fadhlaoui, esq.: an experienced French Lawyer qualified in New York

Our Approach

u Combining a business-oriented methodology with a legally-sound approach

u Providing the best multi-task business-platform u Building long-term & mutually beneficial relationships with the

relevant Iranian actors u Optimizing costs thanks to a variety of bespoke solutions

Perspectives – Why Iran?u Since the Islamic Revolution of 1979, Iran has been the object of

increasingly severe sanctions;u That reached its paroxysm by getting Iran almost completely

isolated from the international financial system; u On 16 January 2016, an important step toward the complete lifting

of the numerous embargos against Iran was permitted after the declaration of the IAEA stating that Iran had complied with its commitments regarding its atomic program, what will be the impacts?u Release of frozen assets in the EU and the USA, mainly. Although some

observers and commentators estimate that 100 Billion US$ should be progressively returned to Iran, others, like the Iranian Central Bank itself believe that the figure is closer to 30 Billion US$.

u As early as February 2016, President Rohani started a global tour with a view to re-equip the country (Aircrafts, trains, etc…)

u The Question is: what are the real opportunities now?

Iran in numbers

uPopulation : 78 MillionuGDP: 425 Billion US$ (2014)uCrude Oil Daily Production: 3.6 Million b/duNatural Gas Daily Production: 172.6 Billion m3/duGrowth: 4.3%u Inflation: around 17%uPublic Debt: 12%

Sources: IMF & World Bank reports (2014 Reports)

Challenges u Region viewed as unstableu Isolation has had economic, cultural, political and sociological consequencesu The overall legal system as well as government agencies need updates in

order to cope with Iran’s new era u Financial circuits have to be rebuilt from scratchu Inflation must be brought down – Central Bank’s critical roleu Many strategic Infrastructures are dated if not archaic (Telecom, Energy,

Transport etc.)u The incomplete lifting of the embargo (for US Companies, mainly)u The possibility of reversing the embargo lifting process if Iran does not comply

with their future legal obligations

Why there is potentialu Very unlikely that the embargo-lifting process is reversed u Public funds have been wisely spent and managed u Major Public Tenders will be issuedu High level of Education/Sophistication u Isolation has led to self-sufficiency which involved:

u Creativityu Originalityu Resourcefulness in every corner of the society

u Complete absence of animosity towards the West, on the contrary, enthusiasm/excitement to be involved in foreign ventures – Foreigners are, in fact, warmly welcomed

Question is, how can Nasih Consulting help you building a solid business within this seemingly favorable environment?

NASIH – The one-stop-shop business partner

u Nasih Consulting is, in effect, a ONE-STOP-SHOP able to serve the needs of companies willing to:

u Send their own resources in Iran (Payroll – outsourcing –Immigration)

u Assess the Iranian market for a given industry (Market studies)

u Identify, select and introduce relevant Iranian business partners (Business introductions)

u Set-up their own Iranian Company or simply have their own office/office space in Tehran

u Recruit local (Iranian) skilled resourcesu Interact with Iranian governmental entities (PR services)

Deploying Foreign Nationals in Iran: Procedural Challenges

u Division III of the Labour Law of the Islamic Republic of Iran(1990) provides for the Employment of Foreign Citizens

u Section 121 states that The Ministry of Labour and Social affairs may issue a work visa and a work permit provided that, inter alia:

u No Iranian citizen is equally qualified and available;

u The foreign resource is effectively qualified/specialised to perform the work in question;

u The skills and experience are used to train/shared with Iranian citizens.

u The Technical Board for Employment rules on whether the above-conditions are fulfilled

u The legal regime applicable to Government-related entities and State Projects is more restrictive (Section 127):

u Criteria such as nationality, length of assignment, remuneration and availability of Iranian manpower are taken into account;

u The above-parameters are reviewed by the Islamic Consultative Assembly after recommendation of the Ministry of Labour and the State Organisation for Administrative and Employment Affairs;

u Any work permit is only issued after the formal approval of the Islamic Consultative Assembly.

How can Nasih help throughout the process?u Immigration procedure (Visa and working permit)u Assistance in the translation/legalisation of the necessary

documents (Degrees, Travel documents etc.)u Assistance before the Technical Board of Employmentu Training Program allowing foreign specialists to interact with/train

Iranian nationalsu Compliance with Iranian Labour Lawu Compliance with Tax / Fiscal Regime specifically applicable to

foreignersu PR services with all relevant Iranian administrative bodies/authoritiesu Other Relocation Assistance services such as:

u Airport transfers & hotel reservationsu Permanent or temporary accommodation sourcing u Family services (spouse & children resident visa, schooling assistance

etc.)

Business Research

u The Iranian market has been relatively isolated for decadesu Very few private companies are currently able to give reliable

information related to a given industry or product u However, again thanks to their networks, Nasih has gathered senior

executives from 5 major industry sectors able to provide you with crucial market data:u Oil & Gas / Energy;u IT/Telecoms;u Construction/Infrastructures;u Transport (mainly Aviation); &u Hospitality.

u Nasih is therefore able to conduct Market studies and provide you with a report in those 5 categories.

Business Development

u Thanks to their extensive network, Nasih personnel are able to identify the right business partner;

u Be it a client, a distributor or even a local shareholder, Nasih will assist you in the selection process by understanding:uYour industry;uYour needs; &uYour expectations and objectives.

Setting-up in Iran or Renting an Office Space in Tehran?

u Although Nasih is able to create your Iranian legal entity, be it a PJSC, an LLC, Cooperative or even a Joint Venture, foreign companies coming to Iran or even re-entering the Iranian market may choose to rent an office space during the first year or so

u In effect, creating a company as well as renting an entire office in Tehran can reveal challenging

u Nasih therefore offer flexibility by renting office spaces in the best locations of Tehran (likes of Palladium Center - www.palladiummall.com ) with the highest standards in mind with:u Private cubicles;u Hi-Speed Internet access;u Postal services; &u Conference room facilities

Recruitment of Iranian talents

u Any company willing to develop its business in Iran will need Farsi speakers within its local team as Farsi is the almost only spoken language in Iran;

u Although the requested level of qualification might vary, Nasih is able to assist in the recruitment of:u Bilingual or even Trilingual support/admin staff;u Bilingual salesforce; andu Bilingual highly skilled personnel (engineers, technicians, legal

support, accountants etc.)u Thanks to its partnership with two prominent online recruitment

websites, Nasih guarantees efficiency and adequacy

uThank you

The Veresk bridge (Varisk) is a bridge in Iran. It was constructed mostly by Austrians before World War II by leadership of an engineer named Walter Aigner, who is buried in a local cemetery following his wishes. The Bridge was constructed during the reign of Reza Shah and It is located in the Veresk district in Mazandaran province, North of Iran. During World War II, it was known as the Pol-e Piroozi ("The bridge of victory"). During the course of the war, Iran was asked by Hitler to blow up all tunnels and bridges, including the Veresk Bridge, on Iran’s railway lines in order to delay the transfer of goods and reinforcement troops to the north for the Russians. He furthermore promised to replace and reconstruct all of such demolished structures following the Germans’ victory in the war. Iran rejected the request. The bridge stands at 110 m (360 ft) tall and its arch measures 66 m (217 ft) long. The bridge serves the Trans-Iranian Railway network in Northern Iran.