Introduction to the Firm

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1 Introduction to the Firm

2 FIRM PROFILE MTEA is an integrated tax, corporate, administrative and business consulting firm oriented to domestic clients as well as to international clients establishing business activity in Italy. The firm, located in Rome and Milan, was founded in 1987 by P. Mastrapasqua and S. Tirdi, former associates of an international auditing firm operating in Italy. MTEA is part of the Professional Alliance Synergia Consulting Group, an independent member of Baker Tilly International. MTEA has correspondents in the main Italian cities and in 132 Countries in the world. We offer a high quality mix of tax, legal, administrative and consulting services with a personalized client oriented and cost effective approach characterized by on-time responsiveness to clients' needs. The extent of our reach is matched by the quality of our individuals and their relationship with clients. PROFESSIONAL STRUCTURE MTEA team, constituted of more than 30 professionals, is composed of tax lawyers, certified auditors and accountants, who offer a unique mix of professional proficiency typical of international tax and law firms. The languages spoken are: Italian English OFFICES MTEA APPROACH Viale delle Milizie n Rome Tel.: Fax.: Member of Synergia Consulting Group Professional Alliance Via Monte di Pietà, Milan Tel.: Fax.: Web Site: The market concerning professional services has become global and more complex, more exposed to market and regulatory risks. Clients need solutions that work locally and internationally, short term and long term. Solutions that could only come from years of professional experience. Whatever the problem, our qualified firm of tax lawyers and certified public accountants can work individually or in specially assembled teams to deliver the best client oriented and price convenient result.

3 The firm has a domestic and international tax, corporate, administrative and business consulting practice. We advise small, medium-sized and major domestic and foreign corporations and groups, and high worth individuals. SERVICES Tax Law Domestic income tax and VAT consultancy, with particular emphasis to international clients, is the core practice of our firm. International entities operating in Italy need to maximise existing tax benefits and navigate through complex regulations subject to continuous changes. We offer an innovative client-oriented professional advice that on request may also span multiple jurisdictions. This underpins our firm s ability to provide our clients with unique, relevant, specific and pragmatic advice typical of international tax and accounting firms. Our services include: Advising on Italian income taxes Consulting on Italian and European Union VAT issues Advice concerning bilateral income tax treaties Study and implementation of transfer pricing policies Providing tax and estate planning Study of benefit plans and other employee benefits including stock options plans Employee participation models Assistance to expatriates Tax relief Advising on customs, excise taxes and duties Providing tax check-up and due diligence Preparation of company, VAT and personal tax returns Advice on mergers and acquisitions tax issues Support on VAT reimbursement procedures, direct VAT identification of EU located entities and VAT representations Assistance for tax ruling Support during tax audits Representing clients in tax pre litigation and litigation, including the proceedings before the Supreme Court Corporate Law Our firm has acquired a significant expertise in consulting international and domestic corporations and small businesses on a continuative basis with particular reference to corporate governance issues. We have also a significant expertise in incorporation issues, also of

4 subsidiaries, and in constitution of branches, as well as in consultancy concerning business start-ups. Our corporate practice encompasses specialised skills in the following matters: Corporate structuring Organization of Italian and international corporations Corporate administration Incorporating companies and registering branches and representative offices Corporate restructuring, mergers and acquisitions of business Advising and representing shareholders Advising board of directors and assemblies, included the corporate secretarial services Business valuations Due diligence work Preparation of corporate and commercial contracts (i.e. shareholders syndications, joint venture, agency, dealership, distributorship, franchise, technology transfer, licence, loan, inter-company agreements) Accounting Accounting services in outsourcing to companies is a key component of our work. International companies operating in Italy, as well as domestic companies, need a personalized approach suitable to the reporting system adopted, a real-time feedback on controlling issues and a strict deadline-oriented service. Quality service and client- oriented pricing underpins our firm s ability to provide clients with a unique relevant, specific and efficient service. The specific accounting services we address are: Setting up of companies Administration of tax payments and other periodical tax requirements Bookkeeping Administrative consultancy (financial statements analysis, ratios and flows analysis, business diagnoses, product costs calculations, product return on investment calculations, financial and economic controlling of businesses) Internal controlling management Reporting in foreign language and conversion of Italian reports to IAS/IFSR and USGAAP Preparation of financial statements, budgets and business plans

5 Liquidations of companies and branches Voluntary audits and accounting valuations Due diligence activities Companies valuation Financial and business administration consultancy (assets and equity analysis and financing consultancy) Employment and labour law Employment and labour law consultancy to international clients as well as to domestic companies and individuals is a relevant practice of our firm. International and foreign entities operating in Italy need to comply with personnel taxation and labour rules in order to run efficiently their business. We offer client oriented professional advice also with reference to expatriates of international companies on temporary assignment in Italy. Our experience allows us to provide clients with unique relevant, specific and pragmatic advice both on budget and labour aspects of new hires. The specific employment and labour law issues we address are: Hiring consultancy for managers and executives Preparation of labour cost budgets for new or existing personnel Expatriates consultancy, including tax and social security planning, visa application, redundancy management, as well as tax return filing service Compulsory labour law settlements and ruling at the local Labour Law Offices Administrative follow-up of all hiring procedures for new personnel at the Labour insurance Office (INAIL), Social Security Office (INPS) and Labour Law Office (Ufficio del Lavoro) Payroll service Administration of social security and labour accident insurance payments Domestic withholding of agents tax return service Labour insurance (INAIL) premium calculations

6 CLIENTS MTEA clients are: Industrial companies Trading companies Service companies Multinational groups Banks and other financial institutions Insurance brokers Non profit entities Pension funds Integrative health and health care funds Italian Public Administration entities Universities International professional firms High worth professionals and individuals The firm is accredited at the Italian Economy and Finance Ministry, at the Italian Ministry of Transport, at the Italian Banking and Insurance controlling Institutions, at Italian Universities, at the Internal Revenue Service as well as consultant to the Civil and Criminal Court of Rome. PARTNERS PIETRO MASTRAPASQUA Managing Partner Tax and corporate law. Graduated in Economics ( LUISS University of Rome), Tax lawyer, Certified public auditor, Publicist, General Secretary and National Treasurer of the Italian National Tax Advisers Association (ANTI), member of the delegation at the Confederation Fiscale Europeenne, International fiscal association member, European Register of Tax Advisers member. He has particular experience in M&A and in international tax consultancy. Lecturer at LUISS University in Rome, LUMSA University of Rome, "Roma Tre" University and Tor Vergata University of Rome. Consultant of the Civil and Criminal Court of Rome, author of many articles and books on tax and business law, lecturer at several training programs held by national public and governmental entities and member of several public committees of studies concerning tax law.

7 SILVIO TIRDI Partner Corporate law and accounting. Graduated in Economics ( La Sapienza University of Rome), Tax lawyer, Certified public auditor. Specialized in audit and business controlling. He has particular experience in business evaluations and project and cost controlling activities as well as in the banking and insurance sector. Consultant at the Bank of Italy and of the Civil and Criminal Court of Rome, he is acknowledged at the Ministry of Economic Development, author of several articles on auditing and internal controlling issues and lecturer at several training programs held by national public and governmental entities. ROBERTO PERA Partner Corporate law and accounting. Graduated in Economics ( La Sapienza University of Rome), Tax lawyer, Certified public auditor. Specialized in business consulting. He has particular experience in business evaluations, in implementation of the organizational management and control model. n. 231/2001, and accounting and financial statements activities as well as in the insurance and public sector. He is author of many articles on non profit entities accountancy and speaker in training programs and conferences. He is Member of Supervisory boards pursuant to Legislative decree n. 231/2001 He is also a member of the Commission of Criminal Law and Economics of the Tax Lawyers Association of Rome. GIANCARLO CECI Partner Corporate law and accounting.

8 Graduated in Economics ( La Sapienza University of Rome), Tax lawyer, Certified public auditor. Specialized in business consulting and corporate advisory. He has particular experience in company organization, in auditing, in accounting and financial statements activities, in accounting advice fiscal and administrative framework of corporations, in non-profit organizations as well as in the public sector. Speaker in training programs and conferences. RICCARDO ROMANINI Partner Tax and corporate law. Graduated in Economics ( La Sapienza University of Rome), Tax lawyer, Certified public auditor. Specialized in domestic and international tax consultancy, both of ordinary and extraordinary nature, as well as in the VAT. He has particular experience in the reorganization of groups of medium and large sizes. Speaker at conferences, seminars and Masters concerning VAT and domestic tax issues. Speaker at conferences and seminars on corporate and tax issues. SENIOR ADVISERS FRANCESCO GUIDI Tax and corporate law. Graduated in Economics ( LUISS University of Rome), Tax lawyer, Certified public auditor. He has particular experience in domestic and international tax consultancy, both of ordinary and extraordinary nature. He is specialized in the reorganization of middle- and big-sized groups of companies. He is author of many articles on tax law, Scientific Director in various editions at several masters concerning domestic and international tax planning.

9 MANAGERS DARIA PERRONE Tax and corporate law. Graduated in Economics (University of Perugia), Tax lawyer, Certified public auditor and Local Authorities auditor. Specialized in advising on corporate taxation, in issues of national and international nature, in litigation and in the field of VAT. Speaker at conferences and seminars on tax issues and corporate. FRANCESCO MARIA OLIVIERI Corporate law and accounting. Graduated in Economics ( Federico II University of Napoli), Tax lawyer. Specialized in business consulting. He has particular experience in company organization, monitoring activity of projects and costs, administrative issues regarding the private sector.

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