OTHER CORPORATE INFORMATION

Save as disclosed below, there are no other material related party transactions entered into by the Company which involve the direct or indirect interest of the Company’s directors, shareholders and or persons (both physical and legal) connected to them for the period under review (see table).

 

The period under review is the time between: 

  1. The incorporation of the Company (November 9th 2023), or the date the date that a specific (pre-incorporation) undertaking was entered into, whichever comes first.
  2. The publication of this present Investor Memorandum

1

Third Transaction Party 

PYGG B.V. or its sister company PYGG Securities Co. B.V. 

Nature of relationship

  1. Statutory director, as well as;
  2. Listing Advisor, Transfer and Register Agent, as well as;
  3. Holder of a single Company share. The amount of shares held by this Third Party may increase in the future, whether or not in relation to its quality of statutory director, but subject to the DCSX Listing Code.

Nature of transaction

Transactions related to the incorporation of the Company, the registration of its shareholders, fiduciary management and accounting, listing of the Company on the DCSX – including the pre-listing and post-listing undertakings – as well as all ongoing obligations related thereto.

Import

The values determined in the Engagement Terms between the Company and this Party:

  1. USD 216,68 up to this date
  2. A possible bonus in addition to (a) of maximum USD 20,00
  3. A success fee, upon financial closing, of maximum 3% over the capital raise that requires the services of this Party as Broker and Register Agent
  4. An annual fee of USD 150,00 (or pro rata equivalent) for ongoing obligations upon listing of the Company on the DCSX
  5. To the extent of reasonableness, hourly fees, at normal market rates, for additional services (to be mutually agreed) that fall out of the scope of the present Engagement Terms 

Although the potential transaction expanded upon under the next section (“Swister S.r.l.”) technically does not qualify the purpose of the present section, it may be construed in the same spirit.

 

Swister S.r.l.

 

Swister S.r.l. is an Italian-based limited liability company that was incorporated on June 6th 2024 with a paid-up capital of EUR 50,000,00. All shares are currently hold by Geert Camerlinckx, who is also the founder of the present Company (Swister N.V.).

 

The purpose of Swister S.r.l. is to offer banking and trust services. In accordance with its Deed of Incorporation, Swister S.r.l. is entitled to:

  1. Carry out all authorized banking activities in as far as they are compliant with the legal provisions in force (in Italy), as well as any other activity, whether or not instrumental or otherwise related – directly or indirectly – to (the achievement of) this purpose.
  2. Manage (and register) assets on behalf of third parties and exercise all rights related to its capacity as a trust company, including the administration of equity and bonds. [However, it may not carry out transactions in its own interest that in any way involve its assets under administration].
  3. Purchase and manage assets (both tangible and intangible) in Italy and abroad. It may set up branches in Italy and abroad and invest in other companies. The company may engage in any other activity that is related to (the achievement of) this purpose.

On the basis that:  

  1. Swister S.r.l. meets the capital and other requirements to obtain in the short term both a PI (Payment Institution) and EMI (E-Money Institution), as well as a trust (fiduciary) license, as confirmed by the assessments of an independent auditing firm. “Short term” is to be interpreted as a period between 3 and 7 months after submission of the application to the competent authorities, based on a likelihood-ratio of 90%;
  2. The joint possession of both licenses (whether or not in combination with the Swiss fintech license referred to under sections “Company Overview & Product/Corporate Structure” and “Ownership & Structure/Corporate Structure”), would allow the Group (the Company and its subsidiaries) to conduct the activities described in the present Investor Memorandum independently, within the EU;

Swister S.r.l would be a viable alternative to a collaboration (on a BaaS-basis) with, and under the license of, one of the financial institutions referred to under the section “Ownership & Structure/Corporate Structure”. 

 

In that respect, the present Company (Swister N.V.) disposes of a call option that allows the former to buy a flexible quantity, up to 100%, of Swister S.r.l.’s shares (Italian equivalent of “shares”: “quote”) at the current nominal value. No premium shall apply that is related to the attribution of the licenses referred to under (a) and (b) of the previous paragraph. The option, which as such does not involve a cost for the present Company, is valid until (a) 90 days after the Company’s listing on the DCSX, or (b) December 31st 2024, whichever comes first. 

 

For the avoidance of confusion, any acquisition, in whole or in part, of Swister S.r.l.’s shares by the Company must be considered optional and will at all times be subject to approval of a (special) resolution passed at a general (or extraordinary) shareholders’ meeting, in accordance with the Company’s Deed of Incorporation.

General Tax Considerations

Tax Considerations for the Company: 

  • Territorial Tax Principle: Under Curaçao profit tax regulations, profits sourced outside of Curaçao can be excluded from the tax base.
  • Tax Rate: Income generated within Curaçao is generally taxed at a rate of 22%.
  • Participation Exemption: If the company holds at least 5% ownership in a subsidiary, it may qualify for a participation exemption on dividends received from that subsidiary and on capital gains from the sale of subsidiary shares. However, this exemption only partially applies to dividends received through certain investment entities, resulting in an effective tax rate of approximately 10% on such dividends.
  • Treatment of Foreign Income: Profits derived from sources outside of Curaçao may be subject to foreign withholding tax, which may be irrecoverable unless a tax treaty between Curaçao and the foreign country provides otherwise.

Tax Considerations for Shareholders: 

  • Non-Resident Shareholders: Shareholders who are not tax residents of Curaçao and have not engaged in business activities within Curaçao during the fiscal year are generally not subject to income tax in Curaçao on dividends or gains from the sale of shares. 
  • Tax Withholding: The company is not required to withhold tax in Curaçao on distributions of dividends or gains from the sale of shares.
  • Exemption from Other Taxes: Non-resident shareholders are also exempt from gift, estate, or inheritance taxes related to the ownership of shares.

 

Foreign Exchange Controls: 

  • The company has applied for a foreign exchange license and general exemption from Curaçao Exchange Control Regulations with the Central Bank of Curaçao and Sint Maarten.

Disclaimer:

  • The above tax considerations are provided for informational purposes only and offer a general overview of possible tax consequences related to investing in the company.
  • Prospective investors are advised to consult with their own tax advisors to assess potential tax implications based on their individual circumstances and the laws of their country of residence.

Investors are notified that:

a) The forecast and corporate schemes contained herein, including all assumptions and data, must be interpreted
as a speculative model of a potential investment strategy.
b) Potential disputes are to be exclusively submitted to the Common Court of Justice of Curaçao.
c) Special attention must be paid to the section “Important notice”.

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