roses deck (reclaim obligation series)

ROSES A Global Income Technology Solutions Company Confidential

© 2012 ROSES Corporation

ROSES

A Global Income Technology Solutions Company

Providing Liquidity Services to Global Investors on their Tax Reclaim Assets



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Problem Market

Solution – The ROSES Advantage

Competition & Barriers

Technology – The ROSESplatform

Financials

Milestones & Projected Timeline

Fundraising Objectives

Management Team

Agenda

Agenda ROSES Snapshot

What We Do

Market Size

Founders

Headquarters

Projected Financials

Target Clients

Create market efficiency by mobilizing global dividend and interest tax reclaim assets.

$200 billion in global tax reclaim assets per year.

Global investors (i.e. multi-national corporations, collective investment funds, pension funds, wealthy individuals, etc.).

Year 1 - $150 million Future Years - $300 million+ annually

Founder – Segun Ogundipe Co-Founder – Natalie Douglas

Boston, MA



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Problem

Tax Reclaims Defined

Global investors who receive dividend and interest income paid on cross border investments are subject to non-resident withholding taxes imposed by foreign government tax authorities where the respective securities were issued. Global investors may be subject to non-resident withholding taxes, which may be as

high as 25% - 35%. Global investors may qualify for tax reductions under provisions of double taxation

treaties, which average 10% of global dividend and interest payments. Tax reduction may occur in 1 of 2 methods:

Relief at Source - Tax relief at the time of the dividend and interest payment date. Tax Reclamation - Documented filing for a refund of over-withheld taxes.

With the current tax reclamation process, it may take 6 months to 7 years for global

investors to receive their tax refunds.



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Example Use Case – Any Retirement System (ARS) The global investor and custodian for this use case are fictitious. Information within this use case is for exemplary purposes only.

Background

US pension fund ARS owns 5 million shares of German Daimler AG (NYSE: DAI).

April 2009 DAI paid a cash dividend of €0.60/share. ARS received a cash dividend of €3 million.

German Withholding Tax

German company dividends are subject to a 26.375% non-resident withholding tax, which equates to €791,250 in withholding taxes for ARS.

Under the Germany-U.S. Income Tax Treaty, qualified US pension funds are eligible to receive a refund of the entire 26.375% withholding tax.

Tax Reclaim Filing

Global Custodian Plus (GCP) files the tax reclaim on behalf of its client ARS. It will take ARS 305 days to receive its tax reclaim from Germany.

Problem



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Market Challenges Proper implementation of the double taxation treaty. Statute of limitations. Absence of a reclaim payment time allowance.

Pain Points Zero utility of tax reclaim assets. Lengthy tax reclamation periods. High administrative costs. Sub-par portfolio performance.

Market Challenges and Pain Points

Problem

Due to over-taxation at the point of distribution and failure by many in the investment chain to deal with the issue effectively, [global investors] may ultimately receive up to 35% less value from a corporate dividend than that to which they are entitled and which the board of directors intended that they receive.

-Ross K. McGill Managing Director of GlobeTax Services

McGill, Ross K. “International Withholding Tax: The Responsibilities of Issuers to Foreign Shareholders.” GlobeTax Services. 04 February 2004. GlobeTax Services. 25 May 2006 <http://www.globetax.com/news/Withhold.pdf>



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The market challenges of tax reclamation and global investors’ pain points are worsened when compounded by the size and scope of the tax reclaim market. ROSES’ estimate for 2008 puts the tax reclaim market at over $211 billion.

ROSES estimates the tax reclaim market will expand to over $270 billion by the year

2010. ROSES stands at the forefront by providing the required liquidity services to global

investors through its patented method and system for pooling, securitizing, and trading global dividend and interest tax reclaim assets.

Market



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Market

0

200

400

600

800

1,000

1,200

1,400

1,600

2004 2005 2006 2007 2008 2010

$ B

illio

ns

Years

Estimated Global Withholding Tax, Tax Relief, and Tax Reclaim Amounts, 2004-2010

$ Billions

Estimated Foreign Withholding Tax Amount

Estimated Tax Relief Amount (includes relief at source and tax reclamation) Estimated Tax Reclaim Amount



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Market

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$ M

illio

ns

Global Custodians

ROSES' Estimated Tax Reclaim Amounts for the Top 15 Global Custodians

Estimated 25% Foreign Government Withholding Tax Amount

Estimated 15% Tax Relief Amount

Estimated Annual 30% Tax Reclaim Amount



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Solution - The ROSES Advantage

With the ROSES Advantage, a global investor receives 2 payments at the same time:

Net dividend and interest payment from the foreign withholding agent. Proceeds of the tax reclaim amount as a result of the purchase and sale agreement with ROSES.

Global Investors’ Pain Points The ROSES Advantage Solution

Zero Utility of Tax Reclaim Assets

Assets immediately available for current portfolio needs.

Lengthy Tax Reclamation Periods Responsibility to oversee the tax reclamation process

is transferred to ROSES. High Administrative Costs

Sub-par Portfolio Performance With ROSES’ patented technology solutions, global investors avoid the wasted time value of money and improve portfolio performance.



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ROSES introduces a solution to mobilize global investors’ tax reclaim assets into tradable securities through: ROSES’ patented technology solutions. Asset securitization program.

A global investor sells its tax reclaim assets

in a private deal to ROSES’ Special Purpose Vehicle (SPV) conduit, which in turn creates ROSESeries asset-backed securities (ABS) for subsequent distribution in the capital market. ROSES works with a top tier investment

banking firm (i.e. Goldman Sachs, J.P. Morgan, Merrill Lynch, etc.) for the creation and distribution of ROSES ABS.

ROSES Advantage’s Asset Securitization Model




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The ROSES Advantage is the Solution With the ROSES Advantage, ARS receives 2 payments upon the dividend payment

date: Net dividend payment for Daimler AG (DAI).

Proceeds of the tax reclaim amount as result of ROSES’ patented technology solutions.

ARS no longer has to wait over 10 months to receive proceeds from its tax reclaim asset.

Example Use Case – Any Retirement System Revisited The global investor and custodian for this use case are fictitious. Information within this use case is for exemplary purposes only.



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The ROSES Advantage is the Solution ROSES works with GCP to determine the custodian’s clients have €10 billion in tax

reclaims. ARS, GCP’s largest client, has €750 million in tax reclaims.

With the ROSES Advantage:

GCP has a new service to offer to new and existing clients.

Proceeds of tax reclaims are made immediately available to GCP’s clients.

ROSES may retain the services of GCP to continue filing tax reclaims and to

provide custodial and income collection services to ROSES SPV Trust. ROSES SPV Trust may hire GCP’s asset management arm for portfolio

management services.

Example Use Case – Global Custodian Plus The global investor and custodian for this use case are fictitious. Information within this use case is for exemplary purposes only.



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Competition & Barriers

Competition Direct – Currently there’s no financial institution providing the necessary liquidity

services to global investors on their tax reclaim assets.

Indirect Withholding tax recovery companies (i.e. GlobeTax). Global investors’ custodians charge their clients for tax recovery services.

Barriers to Competitors’ Entries

First Mover Advantage – ROSES stands at the forefront as the first and only company to mobilize global tax reclaims.

Intellectual Barrier – ROSES received its first patent through the US Patent and Trademark Office on July 31, 2012. ROSES also filed for a Patent Cooperation Treaty international patent.

Compliance with Government Regulations - ROSES patented technology solutions comprehend existing double taxation treaties.

Partnerships with Custodian Banks – To continue providing tax recovery services to assets that were transferred from global investors to ROSES.



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Technology – The ROSESplatform

The ROSESplatform’s suite of technology solutions includes:

LiquidityNow – View tax reclaims, purchase and sale agreements, and ROSES ABS.

SECUREROSES - Virtually pools tax reclaim assets into structured tradable securities.

Cash and Position Management System – Control cash receipts and disbursements.

VaRstation - Determines ROSES’ value at risk exposure.



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Financials

ROSES derives its revenue from 2 sources: Embedded Going-In Profitability – Non-interest income from the initial purchase and sale of tax reclaim assets from global investors.

ROSES estimated the purchase and sale agreement spread at 150 basis points of tax reclaim assets. With $200 billion in tax reclaim assets annually and 50% of tax reclaim market acquisition within the first year, ROSES’ embedded going-in profitability estimate stands at $150 million. ROSES expects its embedded going-in profitability to be in excess of $300 million for subsequent years with 100% tax reclaim market acquisition.

Interest Income – On collected tax reclaim assets from foreign government tax authorities.

The interest income revenue is based on ROSES’ portfolio investment performance by the outsourced asset manager.



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Milestones & Projected Timeline

Company Formation Marketing Implementation Fundraising Concept

Design 3 months

Develop 12 months

Deploy TBD

IT Track

ROSES Track

Business Track To Be Determined

Staffing ROSESplatform

Requirements Gathering Office Server and PC

Setups

Key

Mile

stone

s

Segun Launches ROSES 2000

ROSES Receives Its First Patent

2012

DEV Setup Coding UAT Setup SQA Testing Performance Setup Performance Testing

CUAT Setup Coding PROD, HA, & Setups Client Requirements

Gathering User Training PROD Go-Live

This slide is not formatted to scale.

Natalie Joins

ROSES 2005



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Fundraising Objectives

ROSES is seeking to raise $5 million in seed money from venture capital in order to:

Client Acquisition Strategic Market Entrance - Client Acquisition U$1,000,000 Total Client Acquisition $1,000,000 IT and the ROSESplatform Company Website $25,000 Private Cloud Vendor Provider $550,000 ROSESplatform Development & Maintenance $650,000 Third-Party Data Providers $75,000 Total IT and ROSESplatform $1,300,000 Infrastructure Staff Acquisition $2,250,000 Staff PCs and Software $20,000 Office Space, Supplies, and Equipment $165,000 Patent Costs U$50,000 Total Infrastructure $2,485,000 Travel Expenses and Contingency Travel Expenses and Contingency U$215,000 Total Travel Expenses and Contingency $215,000 Total Initial Funding Budget $5,000,000

Build ROSES’ technology platform. Enter the market within 12 months.



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Management Team

Segun Ogundipe, CEO/Founder Over 15 years of experience in global custody

banking Bank of America State Street Corporation

B.F.A. degree from the Massachusetts College of

Arts Fellow Academy for Healthcare Management

from the America Health Insurance Plan and Blue Cross Blue Shield Association

Natalie Douglas, COO/Co-Founder 12 years of experience in IT development and

project management State Street Corporation

B.A. degree in Media Arts & Sciences and Africana Studies from Wellesley College

Certified Project Management Professional through the Project Management Institute

What We’re Looking For…

Investors Advisors Board Members Introductions/References



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We Look Forward To Hearing From You

857-891-2186

29 Crawford St., Boston, MA 02121

[email protected]

https://angel.co/roses

Follow us on Twitter

@ROSES_Global

mailto:[email protected]�

https://angel.co/roses�



roses deck (reclaim obligation series)

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