Palmas del Mar Development Opportunities

PALMASDEL MAR

PALMAS DEL MAR.COM | 1

PALMASDEL MAR

OVERVIEW & OPPORTUNITIES

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PALMASDEL MARPalmas Del Mar Properties, Inc.

Tel. 787.285.2200

palmasdelmar.com

TABLE OF CONTENTSIntroduction & Highlights 4

Overview 6

History 7

Access 9

Amenities 11

Residential Development 19

Palmas del Mar Master Site Plan 20

Development Opportunities 21

The Commonwealth of Puerto Rico 28

Important Facts About Puerto Rico 30

Puerto Rico Property & Tax Guide 34

The Individual Investors Act 35

Offshore Insurance Act 36

Offshore Banking Act 37

Export Services Act 38

TABLE OF CONTENTS

4 | PALMAS DEL MAR.COM

Well Established and Highly Acclaimed Master-Planned Community

Palmas del Mar is a well established residential community with resort amenities already in place, eliminating the significant start-up risk and costs associated with any new project of such scope. Evidencing the quality of the development, Palmas del Mar has been recognized with numerous awards including Master Planned Community of the Year, Heritage Award for Excellence in Sustained Environ-mental Development as well as individual awards to specific homebuilders such as Marbella Club’s “Best Second Home Community in the United States” Award.

Significant Existing Amenity Base

Palmas del Mar features two championship 18-hole golf courses designed by Rees Jones and Gary Player. Other amenities include a tennis club (a 20-court facility that is among the finest in the Caribbean), a Beach Club that features a secluded beach, unique water feature and food outlet and a world-class yacht club and marina with 142 yacht and 20 mega-yacht slips.

In addition, the development includes numerous restaurants, retail outlets, an equestrian center and a full-service hotel with a casino operation.

INTRODUCTION & HIGHLIGHTS

PALMASDEL MAR


Flexible Entitlements to Facilitate Future Development of Over 5,000 Additional Units

Entitlements are in place for approximately 1,500 housing units, 700 hotel rooms and 240,000 square feet of commercial space in the Resort Core, Central Palmas and Palmas Plantation sections of the development. The Guayanez parcel, the pro-posed site for a luxury resort hotel, has 416 develop-able acres, and is presently entitled for 1,946 hous-ing units. The Buena Vista parcel contains 339 acres of developable land. This site is presently entitled for 2,686 residential units. As major new development becomes more difficult in Puerto Rico, these entitle-ments become increasingly more valuable. Further-more, the Company’s ability to transfer the density from parcel to parcel further increases their value. The Palmas Master Plan provides extensive flex-ibility to develop maximum density or single-family beachfront homes.

Significant Infrastructure Already in Place

Off-site infrastructure improvements constructed by the Puerto Rican Government have substantially reduced the commuting time between Palmas and San Juan, enabling residents to commute daily to the City. The completion of State Road 906, a four-lane road that connects to the highway network providing direct access to metro San Juan, has enabled Palmas del Mar to become increasingly attractive as a primary residential community for professionals and executives. An extensive on-site road network provides access to existing projects and future development parcels. The existing on-site infrastructure will further minimize the risk and cost for future development.

Excess Sewer, Water and Power Capacity

Palmas del Mar is well positioned to handle further development with over three million gallons of water capacity committed to the community, along with ample power provided by a 33 MVA substation and a sewage treatment facility that is readily expandable. The current sewage treatment plant has treatment and permit capacity for 1.2 million gallons per day. Recently, the PDM Utility Corpora-tion received the Operational Excellence Award for its region from the U.S. Environmental Protection Agency. In total, it is estimated that it would take over $400 million in today’s dollars to replicate the network of roads, water, sewer, electric, telephone, high speed internet and cable television services, and amenities now in place at Palmas.

Proven History of Success Across all Price Points

Sales of new homes at Palmas del Mar are in the price range of $250,000 to $4 million. There are numerous custom homes built and under construction that exceed $3 million in value. In addition to the active resale market, the development has averaged more than 100 new home sales each year since 2000.

Highly Regarded On-Site K-12 School

The Palmas Academy, a private co-educational English language institution, recently completed a $9.5 million improvement and expansion program. This academy facilitates the educational needs of its residents, further enabling Palmas del Mar to be home to primary residential users.

Significant Enhancers of Land Value Underway

Both current ownership and third parties are actively pursuing a number of development opportunities

to further enhance the long term value of the com-munity. The development of a five-star luxury resort hotel and spa; the already built and operating 162-slip yacht club in the outer harbor; the development of additional on and off-site retail; and the recent announcement that a 300-bed state-of-the-art hospital will be built just outside the gates of the community at the corner of State Roads 906 and 923.


Palmas del Mar is one of the largest master-planned, resort-oriented residential developments in the Caribbean with approximately 2,750 acres of land devoted to a variety of residential, commercial and resort uses. The gated community is located on the southeast coast of Puerto Rico, approximately 35 miles from San Juan. Palmas del Mar has more than six miles of Caribbean Sea frontage, includ-ing approximately three miles of continuous sand beach. The remainder of the water frontage is com-prised of secluded beaches and rocky outcroppings, offering incomparable views and protected coves. The inland portion of Palmas del Mar presents a diverse topographical landscape providing an exten-

sive array of land use designs ranging from custom hillside residences to clustered housing develop-ments fronting golf courses or other recreational amenities. Adding to the tranquility of the develop-ment, the preferred means of transportation is by golf cart, rather than automobile. Palmas del Mar is the most complete resort destination in the Carib-bean. Palmas has a 162 slip marina, a new world-class yacht club equipped for 142 yachts and 20 mega yachts, an equestrian center, two 18 hole golf courses designed by Rees Jones and Gary Player, a 20-court tennis center, beach clubs, a Pre-K to 12th grade English language school, a 60 acre tropical forest and 14 restaurants - all within a golf cart ride!

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PALMAS DEL MAR HAS MORE THAN

SIX MILES OF CARIBBEAN SEA

FRONTAGE, INCLUDING

APPROXIMATELY THREE MILES

OF CONTINUOUS SAND BEACH.

OVERVIEW

PALMASDEL MAR


HISTORY

The development of Palmas del Mar began with Charles Fraser, who is credited with founding the re-sort-residential development concept in the United States, with such projects as the Hilton Head Island and the Kiawah Island resorts in South Carolina, Amelia Island in Florida, and Brandermill in Virginia.

The initial concept for Palmas was a destination resort and secondary residential community similar in nature to that created on Hilton Head Island. The Palmas del Mar Master Plan of 1973 envisioned numerous villas, condominiums and a wide variety of recreational resort facilities. In the mid-1990’s, Palmas management began to expand its plans to

emphasize primary residential development opportunities in addition to continuing its resort and second home residential projects. Infrastructure im-provements, primarily highway related, constructed by the Puerto Rican government, have significantly reduced the commuting time between Palmas and San Juan, Puerto Rico’s capital and largest city. The greatly reduced commute time, in combination with the allure of Palmas’ extensive recreational ameni-ties, architectural influence and access-controlled location, has enabled Palmas del Mar to become progressively more attractive as a primary residen-tial community for executives and professionals and their families.

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WITH ITS EXTENSIVE RECREATIONAL

AMENITIES, PALMAS DEL MAR HAS

BECOME AN ATTRACTIVE PRIMARY

RESIDENTIAL COMMUNITY FOR

EXECUTIVES AND PROFESSIONALS

AND THEIR FAMILIES.

A view of the Island of Vieques from Palmas del Mar.


Gated Community

PALMASDEL MAR


ACCESS

Palmas del Mar is located 35 miles southeast of the San Juan Metropolitan Area. Driving time to Palmas del Mar is approximately 30 to 45 minutes from the southern and northern parts of the San Juan Metropolitan Area respectively, via a network of four-lane expressways. State Road 906 is a four-lane, divided thoroughfare that provides direct

access to Palmas del Mar from State Road 30, a multi-lane expressway. A private airport is only 15 minutes away.

The main point of entry to Palmas is through the manned gate house on Palmas Drive, less than a quarter mile from the intersection with State Road 906.

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PALMAS DEL MAR

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THE CLUB’S GOLF FACILITIES INCLUDE

TWO OF THE FINEST COURSES IN THE

ENTIRE CARIBBEAN.

Palmas del Mar offers its residents and visitors a wide range of activities and everyday necessities to provide the best of resort living including:

Country Club

Palmas del Mar features two premier golf courses as well as separate tennis, fitness and beach club facili-ties. All of the Club’s numerous facilities are offered for use to members and residents of Palmas. In ad-dition, Golf and Tennis Club facilities are also made available to resort guests enjoying the wide variety of lodging and condominium options located within the Palmas del Mar community.

The Country Club features a 25,000 square foot clubhouse designed by a team of award winning

firms and built using the finest quality construction and materials meeting the most discerning needs of its users.

Contained within the clubhouse is a member’s lounge area and separate women and men’s lounge areas each with lockers, showers and massage rooms. In addition, there are separate visitor’s facilities with an expansive lobby. The Clubhouse also houses a 2,600 square foot pro shop offering a full range of instructional, equipment and clothing needs to golfers.

The Country Club features a dining venue, a bar and indoor as well as al fresco dining.

AMENITIES

Country Club


Tennis ClubThe Flamboyan Golf Course

PALMASDEL MAR


The club’s golf facilities include two of the finest courses in the entire Caribbean. The Flamboyan Course was completed in 1999 and was designed by internationally renowned golf architect Rees Jones. This 18-hole par 72 course provides golfers on all levels both a challenging golf experience and a beautiful setting in which to play, with views of the ocean and El Yunque, the Caribbean National Park Rainforest. The Flamboyan is Puerto Rico’s longest championship track and has been ranked by Barron’s as one of the best courses in the Caribbean.

Palmas’ original course, The Palm, was designed by Gary Player and winds its way throughout Palmas and boasts several oceanfront holes. These two courses, which have been meticulously maintained and enhanced, have ranked among the top courses in Puerto Rico and the Caribbean, and are one of the primary attractions of Palmas to visitors and homeowners.

The Club has all the required support facilities for the two courses and additional expansion. The 16,500 square foot golf cart barn includes a shoe storage area for up to 1,000 pairs of shoes, a large golf bag storage area and a storage area for the carts that service the players.

Tennis Club

Palmas del Mar’s tennis club offers one of the largest and most extensive tennis facilities in the Caribbean. The club has 20 tennis courts featuring three different playing surfaces, 11 clay, seven hard court and two carpet courts. In addition, seven of the courts are lit for night play. The two-level, 2,500 square foot tennis club features a pro shop and complete fitness facility. The fitness facility offers free weights, strength-machines, cardiovascular equipment and fitness classes. The tennis club’s

outdoor bar serves breakfast, lunch and dinner and is a gathering spot for Palmas residents. A separate facility houses men’s and ladies bathrooms with locker facilities on the ground level and open ter-races on the second level. Recognized as one of the most prestigious and active private tennis clubs in Puerto Rico, the tennis facility hosts many local and regional tournaments. The tennis club keeps active players busy year round both with daily activities and a myriad of special events.


Beach Club

PALMASDEL MAR


Beach Club

The 6,500 square foot beach club is a very popular gathering place. Located on a prime beach front site, the beach club provides several highly desired ame-nities. Members have the use of a secluded beach, an extensive pool area featuring a resort style pool, hot tub and tanning deck; a playground for children; and food and beverage facilities. The Beach Club also includes a unique water feature, an expanded children’s pool and various slides for older children and adults.

The Harbor at Palmas

The harbor at Palmas has 200 boat slips owned by individuals along the inner harbor and its water-ways. Capable of handling yachts in excess of 100 feet, the harbor is able to provide dockage for the affluent boating community. A new world-class yacht club with 162 slips was inaugurated in 2010. It features a full-service marina and state-of- the-art infrastructure.

Equestrian Center

The equestrian center was developed on land sold by the Company on the northern side of the Palmas del Mar Resort. This equestrian center offers full facilities for residents, including stables, turnout areas, lessons and horse-boarding accommodations. The equestrian center offers a Paso Fino show and jumping rink. Additionally, visitors have horses available for rent to ride through the tropical land-scape down to the beach.

Water Sports and Recreational Activities

Palmas del Mar offers a variety of water and other outdoor activities. A water sports activity center provides scuba, snorkeling and other beach equipment rentals, and features the popular Beach Bohio Bar.

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THE 6,500 SQUARE FOOT

PALMAS DEL MAR BEACH CLUB IS A

POPULAR GATHERING PLACE.

The Palmas Academy

PALMASDEL MAR


The Palmas Academy

The Palmas Academy opened in 1992 and is located on the north side of the resort on an 18-acre campus, a portion of which was donated by the Company. Accredited by Middle States Associa-tion of Colleges and Schools, this private academy is a co-educational institution for pre-kindergarten through twelfth grades with English as the language of instruction and a Spanish curriculum. By means of integrated instruction, cooperative learning strategies and hands-on experience as teaching tools, the Palmas Academy provides the community with a first class, accredited institute and enhances Palmas del Mar’s appeal as an attractive primary residential community.

The Academy recently completed a $9.5 million building/expansion program that provided for state-of-the-art computer and science labs and additional classroom space.

Lodging Development

Palmas del Mar features one full-service hotel with 100 rooms, a resort pool, 6,000 square feet of meeting space and a casino. Other lodging options are available through a time-share operation and private rentals. Both current ownership and third parties are actively pursuing the development of additional hotels within Palmas.

Restaurants and Shopping

Palmas del Mar offers visitors and residents nume-rous food and beverage and shopping opportunities. Ranging from country club dining to oceanfront restaurants, Palmas has something for everyone. In addition, there are currently convenient shopping destinations including a grocery store, convenience market, marina shop, mail center as well as gift shops to meet the needs of residents and visitors alike. Numerous other retail facilities are within five minutes to Palmas.

Nearby Attractions

Although all living and recreational needs are provided within Palmas del Mar, a wealth of sight-seeing, entertainment, shopping and cultural offer-ings can be found a short drive away. These include restaurants, museums, places of worship, malls and many natural attractions such as the awe-inspiring tropical rainforest known as El Yunque, only 20 minutes away.

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RANGING FROM COUNTRY

CLUB DINING TO OCEANFRONT

RESTAURANTS, PALMAS HAS

SOMETHING FOR EVERYONE.

Palmas Del Mar Dining Facilities

Beach Bohío Bar & Grill

Beach Club Restaurant

Bistro

Blue Hawaii

C-Bar

Center Court Bar & Grill

Chez Daniel

David’s Cookie

The Flying Pizza

Golf Club Restaurant

La Brochette

Tapas Bar

PALMASDEL MAR


Palmas del Mar offers a diverse mix of housing alternatives ranging from hillside custom residences to luxury attached villas and single-family detached residences to beachfront and marina condomini-ums. There are nearly 3,000 existing housing units located throughout the community. The existing housing supply at Palmas del Mar is approximately 30% single-family detached residences and 70% multi-family structures. Approximately 30% of the housing units developed represent primary resi-dences. Prices within Palmas del Mar have ranged from $250,000 to over $4 million, and the average volume of new sales since 2000 has been more than 100 units per year. Additionally, a dynamic resale market exists within the community.

The Company has sold a number of land parcels to third-party developers since the late 1990’s. These

land sales have been transacted on both an all-cash or cash and terms basis, with the pricing based on a percentage of the estimated total sales revenue to be generated by the completed project. In connection with the sales, the Company and the developer agree on the type of project to be built, including the density, architectural style, and price points for the units.

The land parcels that have been sold are located in the Central Palmas, Palmas Plantation and Resort Core sections of the development. Base land prices have ranged from $120,000 to $1.5 million per acre, with the highest values attributable to oceanfront locations. In both the all-cash and terms transac-tions, the Company typically retains an interest in the success of the project, participating in a percent-age of the gross revenues over specified thresholds.

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THE ADVANTAGES OF OFFSHORE

LIVING…

THE SECURITY OF HOME.

RESIDENTIAL DEVELOPMENT


GUAYANEZ

EL MORRO

BUENA VISTA

Punta Guayanez

Punta Icacos

Marina & Yacht Club

Tennis Club

Tropical Forest

Main Entrance

Sales Office

Palmas Academy

Equestrian Center

Beach Club

Punta Candalero

SHOPPING CENTER SITE

Country Club

C A R I B B E A N S E A

CP 4.4PP 1E

PP 1DPP 1A

PP 1BPP 1C

CP 7

PP 15 PP 14

PP 10

PP 3

PP 4

PP 5

PP 9RC 9

RC 6 RC 20PP 9A

RC 15

RC 1RC 1A

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PALMAS DEL MAR MASTER SITE PLAN

Proposed Development

RC Resort Core

CP Central Palmas

PP Palmas Plantation

Existing Development

Water Bodies

Golf Holes

PALMASDEL MAR


DEVELOPMENT OPPORTUNITIES

The approved Master Plan for Palmas del Mar provides for flexibility in the transferability of density within the approved development. The development is divided into five primary sections. The master infrastructure in the Resort Core (RC), Central Palmas (CP), and Palmas Plantation (PP) sections have essentially been completed. These three sections include 258 acres owned by the Company and common area improvements, including a sewage treat-ment plant, green areas, access roads and a beach-front park. The remaining land inventory is primarily contained in two tracts. The first piece, the South Palmas tract is referred to as Guayanez. This parcel is located on the south end of the development and is entitled for approximately 1,960 housing units on its 416 developable acres. The second piece, the Buena Vista / El Morro parcel, is located on the northern end of Palmas and contains 339 develop-able acres and entitlements for approximately 1,850 units.

The entitlements described herein represent the allowable density that has been allocated to the individual parcels. However, the Company retains the flexibility to transfer density and the total allowable units are not reduced if a parcel is developed with less than its allocated density. Any unused density is accumulated in a land bank parcel for future distribution.

Land Holdings Acreage Developable Units

Resort Core 6

Central Palmas 39

Palmas Plantation 213

Buena Vista / El Morro 339

Guayanez 416

Total 1,157 4,330 units

Other:

Shopping Center Site 63 650,000 sq. ft. of retail and office space

Sales & Villa Rental Office 7,939 sq. ft.

Executive Office Complex 15,439 sq. ft.

The Company’s interests in Palmas del Mar are as follows:

Rendering of Buena Vista / El Morro parcel.


RESORT CORE

The Resort Core is situated along the primary beach-front of Palmas and runs from the tropical forest south to the marina area. This area is mostly developed and the Company’s remaining land in the Resort Core totals 6.3 acres with all infrastructure in place. The holdings include Parcel RC 1A, a prime 3-acre parcel that lies adjacent to the beach club. The balance of Parcel RC 1 is under development with lodging and residential product.

Resort Core

Parcel Acreage Allocated Units/Use

RC 1a 2.94 TBD

RC 9 0.67 24

RC 20 2.66 28

Total 6.27 52

PALMAS PLANTATION

The main entrance to Palmas del Mar is located within the Palmas Plantation section of the property. The remaining land in this section contains 213 acres and is entitled for 441 units. Excluding parcels PP9 and PP9A which lie north of the Candelero River, the major infrastructure in this area is essentially complete. Palmas Plantation also con-tains the site of the existing Palmas del Mar Sales Center, which is located on parcel PP 1A. Parcel PP3 is currently zoned for 80,000 square feet of medical office development and parcel PP 4 has been zoned for a 100,000 square foot medical facility with 200 beds. In addition, parcel PP5 has been designated for school, church, fire station or other such institu-tional use. The chart below refers to the parcels as identified on the Master Site Plan.

CENTRAL PALMAS

The Company’s remaining land in the Central Palmas section is comprised of 39.2 acres entitled for 33 units and 60,000 square feet of commercial development. This area of the development is located off of Palmas Drive to the west of the tropical rain forest and has complete infrastructure in place. Parcel CP 7 is entitled for 60,000 square feet of retail or commercial space. This section of Palmas is nearly fully developed. The chart below refers to the parcels as identified on the Master Site Plan.

Central Palmas


CP 4.4 26.33 33

CP 7 12.88 60,000 sf commercial

Total 39.21 33

Palmas Plantation


PP 1A 23.33 93

PP 1B 9.16 44

PP 1C 30.82 113

PP 1D 12.79 60

PP 1E 20.79 85

PP 3 12.90 80,000 sf Medical/Office

PP 4 25.59 200-bed Hospital

PP 5 11.77 Institutional

PP 10 6.24 46

Other PP 20.73 -

Total 213.00 441

PALMASDEL MAR


BV3-B

BV3-A

BV1-A

BV1-B

BV2-D

BV2-A

BV2-Ab

BV2-B

BV2-C

Lake & Wetland Park

BUENA VISTA & EL MORRO

This section is located on the northern end of Palmas with extensive water and golf frontage. The Buena Vista parcel currently is the site of 13 holes of golf, which will allow builders to develop upscale residences with golf frontage and breathtaking views of the Caribbean Ocean. Two Parcels BV-2A and BV-2D are located on the beach front. BV-2A is an excellent hotel site. Parcels BV-3 A & B have sweeping views of the Caribbean Sea and the offshore islands of Vieques and Culebra. These parcels have been sectioned in the renderings. Total developable units 1,846.

Buena Vista

Parcel Acreage

BV1-A 63.13

BV1-B 28.17

BV2-A 22.73

BV2-Ab 1.26

BV2B 32.83

BV2C 43.22

BV2D 6.12

BV3-A 44.48

BV3-B 56.23

Other BV Land 76.57

Total 267.10


Guayanez

PALMASDEL MAR


GUAYANEZ

Guayanez is the most beautiful of the parcels owned by the Company and encompasses the southern portion of Palmas del Mar. The cliffs found along the coastline provide residents with some of the most spectacular views in the Caribbean. The landscape also provides for numerous alcoves creating seclud-ed private beaches. This 416-acre parcel has been entitled for 1,958 units. Plans for a six-star hotel are underway.

Guayanez


SP 1 10.29 200-Key Hotel

SP 2 16.31 180

SP 3 26.45 250

SP 4 14.15 110

SP 5 11.46 102

SP 6 28.23 300

SP 7 45.29 225

SP 8 29.87 96

SP 9 24.03 90

SP 10 17.62 39

SP 12 17.21 75

SP 13 24.77 240

SP 14 19.47 51

SP 15 8.87 35

SP 16 17.24 65

SP 17 14.03 60

SP 18 13.53 40

Other SP Land 77.67 -

Total 416.49 1,958

A spectacular cove at Guayanez.

PALMASDEL MAR


A rendering of a proposed six-star luxury hotel at Punta Guayanez.


THE COMMONWEALTH OF PUERTO RICO

Puerto Rico, the fourth largest of the Caribbean Islands, is located approximately one thousand miles southeast of Miami, Florida, just east of the Dominican Republic and west of the U.S. Virgin Islands. The island is approximately 100 miles long in an east-west direction and 35 miles wide be-tween the north and south coasts, making it larger than both Delaware and Rhode Island in land area. Although the island enjoys a tropical climate with an almost constant temperature throughout the year, the island’s terrain varies widely, ranging from a mountainous interior to rain forests on the eastern side of the island.

Puerto Rico is a Commonwealth of the United States, a status it has enjoyed since 1952. As a Commonwealth, Puerto Rico shares citizen rights, a common currency, customs, postal service, and a legal system with the United States. Nowhere is the integration between Puerto Rico and the United States more fully developed though, than in the island’s economy. Nearly 80% of Puerto Rico’s ex-ports are sent to the mainland U.S., which is the source of approximately 50% of Puerto Rico’s imports. The bond between the two economies has allowed Puerto Rico to share in the expansion of the U.S. economy.

HISTORY

Puerto Rico was a Spanish colony for approximately four centuries after being discovered by Christopher Columbus in 1493. In 1898, the island came under the sovereignty of the United States as part of the Treaty of Paris, which ended the Spanish-American War. In 1917, the U.S. Congress granted U.S. citizen-ship to Puerto Rican residents, and two decades later President Franklin D. Roosevelt instituted the Puerto Rican Reconstruction Administration.

This New Deal initiative helped modernize Puerto Rican society by funding agricultural development, public works, and the electrification of the island. In 1952, Puerto Rico was declared a semi-autono-mous commonwealth territory of the United States, a status it maintains today.

POPULATION

There are approximately 3.6 million people in Puerto Rico, which would make it the 27th largest state.

Over half of the entire island’s population lives with-in the San Juan Metropolitan area. San Juan, located on the north side of the island, is the island’s most densely populated region and serves as its capital. San Juan Central City has a population density of over 9,300 people per square mile, which ranks it eighth among all U.S. cities. Overall, the island’s population is quite dense, with about 1,100 people per square mile, more densely populated than any state.

PALMASDEL MAR


ECONOMY

Over the past fifty years, the Puerto Rican economy has evolved significantly from its historical agricul-tural base, to a manufacturing base, to today’s more diversified economy which includes both agriculture and manufacturing as well as strong service, tour-ism, construction and retail sectors. This growing diversity, coupled with the economy’s strong ties to the U.S., provides Puerto Rico with more economic stability than neighboring countries in Latin America and the Caribbean. In recent years, Puerto Rico’s appeal as a hub for commerce has been enhanced by the Government’s interest in privatizing many of its state-owned enterprises, including the ports and most recently, the telecommunications industries. Large corporations have responded to Puerto Rico’s efforts to modernize its economy with a resound-ing vote of confidence as half of the Fortune 100 companies have operations on the island. Puerto Rico accounts for nearly one-third of the entire Caribbean’s economic activity as measured by gross domestic product (GDP). Puerto Rico’s GDP has grown to $95.7 billion in 2009. Exports exceed $60 billion annually, with the U.S. (72%), Germany (7%), Netherlands (4%) and Belgium (4%) the major partners. In addition, Manufacturing has grown by more than 60% since 1997.

Investor friendly policies and a pro-business stance have ensured a steady influx of foreign companies from the United States and elsewhere. Important industries include pharmaceuticals, electronics, petrochemicals, processed foods, clothing and textiles. Puerto Rico supports an estimated 8% of all pharmaceutical employment globally, including the United States, and manufactures many of the world’s largest-selling drugs. The high concentration of sophisticated corporations in Puerto Rico creates a critical mass of skilled advertising, marketing and financial professionals, able to expedite U.S. expan-sion into other major Latin American markets.

The improving education of the workforce is evi-denced by the fact that Puerto Rico’s percentage of students enrolling in higher education has been ranked sixth in the world according to the World Bank. The workforce’s improved skill level has cre-ated a more entrepreneurial, small business envi-ronment where large manufacturing operations are playing an increasingly smaller role in the island’s economy. Small businesses employ approximately 75% of the island’s private sector workforce. The proliferation of these small companies has served to both diversify and strengthen the founda-tion of the Puerto Rican economy.

Puerto Rico’s modern and highly efficient infrastruc-ture, transportation, utilities, telecommunications and financial system, in combination with a highly skilled workforce, position it for continued corporate growth. Additionally, the proximity and accessibil-ity of the Island not only to the U.S. but also to Latin America and the Caribbean make it an ideal strategic location for export and transshipment operations.

CUSTOMS AND IMMIGRATION

Puerto Rico is one of the few tropical destinations Americans may travel to without a passport. As part of the Terrorism Prevention Act of 2004, all Ameri-cans traveling by air or by sea to or from Canada, Mexico, Central and South America, Bermuda and the Caribbean are required to have a passport or

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other secure, accepted document to enter or re-enter the U.S. As part of the United States of America, Puerto Rico is exempted from this new law.

Citizens of other countries have the same require-ments as for entering the U.S.A. Potential visitors must first obtain a visa, either a non-immigrant visa for temporary stay or an immigrant visa for perma-nent residence.

San Juan’s Luis Muñoz Marín International Airport, ranked 34th among passenger airports in the U.S., is the leading regional airlift handling 4,300 cargo air flights per month and over 1,800 weekly flights to more than 20 cities in the U.S. and several international destinations in the Caribbean, North America, South America and Europe.

There are non-stop flights readily available from more than 20 gateway cities in the U.S. with an average flight time of three hours and no hassles associated with every entry or re-entry to the continental U.S.

IMPORTANT FACTS ABOUT PUERTO RICO

Direct Domestic Daily Flights to Puerto Rico

Carrier Origination

DeltaAtlanta, ATL

New York, JFK

American Airlines

New York, JFK

Newark, EWR

Miami, MIA

Chicago, ORD

Dallas, DFW

JetBlue

New York, JFK

Newark, EWR

Chicago, ORD

Boston, BOS

Ft. Lauderdale, FLL

Hartford, BDL

Jacksonville, JAX

Orlando, MCO

St. Croix, STX

Tampa. TPA

Washington DC, DCA

US AirwaysCharlotte, CLT

Philadelphia, PHL

United Airlines

Chicago, ORD

Newark, EWR

Houston, IAH

SouthWest

Ft. Lauderdale, FLL

Houston, HOU

Orlando, MCO

Tampa, TPA

Baltimore, BWI

Cape AirSt. Croix, STX

St, Thomas, STT

Seaborne AirlinesSt. Croix, STX

St. Thomas, STT

Spirit AirlinesFt. Lauderdale, FLL

Orlando, MCO

Air Sunshine St, Thomas, STT

Direct International Flights to Puerto Rico

Carrier Origination

American Airlines Caracas, Venezuela, CCS

JetBlue

Punta Cana, Dominican Rep., PUJ

Santo Domingo, Dom. Rep., SDQ

Santiago, Dominican Rep., STI

St. Maarten, SXM

Avianca Bogota, Columbia, BOG

Cape Air

Anguilla, AXA

Nevis, NEV

Tortola, EIS

Vigin Gorda, VIJ

Seaborne Airlines

Dominica, DOM

Martinica, FDF

St. Kitts and Nevis, SKB

Guadalupe, PTP

Santo Domingo, Dom. Rep., SDQ

Santiago, Dominican Rep., STI

Punta Cana, Dominican Rep., PUJ

St. Maarten, SXM

Tortola, EIS

Virgin Gorda, VIJ

Condor Frankfurt, Germany, FRA

WestJet Toronto, Canada, YYZ

LIATDominica, DOM

Antigua & Barbuda, ANU

Tradewind Aviation

Anguilla, AXA

Nevis, NEV

St. Barths, JY

Air Sunshine

St. Maarten, SXM

Tortola, EIS

Virgin Gorda, VIJ

InterCaribbean Airways

Turks & Caicos

Puerto Plata, Dominican Rep.

Copa Panama, PTY

Air Europa Madrid, Spain

Air Canada Toronto, Canada, YYZ

PALMASDEL MAR


TOURISM

Passenger movement: Inbound 4,863,000

Tourists: 1.2 million passengers per year.

Main International Airport: Luis Muñoz Marín International Airport

Airlines that serve Puerto Rico: Americans Airlines, Southwest, West Jet, Air Canada, Condor, Avianca, Jet Blue, Delta, United, US Airways, Spirit, Sun Country Airlines, LIAT, Cape Air, and Seaborne, among others.

Principal U.S. Destinations: Atlanta, Baltimore, Boston, Charlotte, Cleveland, Chicago O’Hare, Dallas/Fort Worth, Detroit, Fort Lauderdale, Hartford, Houston, Los Angeles, Mem-phis, Miami, Minneapolis/St. Paul, Newark, New York-JFK, Orlando, Philadelphia, Tampa and Wash-ington-Dulles, among others.

Passport requirements: American citizens do not need their passports to enter Puerto Rico.

WORLD CLASS CULINARY EXPERIENCE

Visitors experience the rich and enticing flavors that this culinary melting pot has to offer. The Island’s chefs are exceptionally talented men and women who have gained worldwide recognition by breaking culinary paradigms and pushing beyond traditional boundaries. Impeccable taste and creativity have earned them numerous national and international distinctions, among them the Top Chef Awards, La Grand Medaille d’Honneur, the Chef’s Hat Awards and the National Chef Awards. The presence and strong influence of renowned and prestigious international restaurants such as Mi Casa by Chef Jose Andrés, Jean-Georges, BLT, Morton’s of Chicago and Il Mulino, have also contributed to the development of a new culinary language, thus making the dining experience another great highlight when visiting the Island.

SHOPPING

San Juan is the Island’s shopping Mecca. Plaza las Americas, the Caribbean’s biggest and most mod-ern shopping center with over 300 stores, is located here as well as The Mall of San Juan, a high-end mall developed by Taubman, which will open March of 2015 and will feature retailers such as Saks Fifth Ave. and Nordstrom. There are various shopping centers and two big factory outlet malls around the Island, all containing many of the same store brands found in the U.S.

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EMPLOYMENT

Unlike other Caribbean islands Puerto Rico has a diversified economic base. In the last decade, Puerto Rico has seen the strongest growth in the services and FIRE (Finance, Insurance, and Real Estate) sectors. Puerto Rico’s labor force consists of 1.1 million people with an unemployment rate of 14% as of year-end 2014, higher than Puerto Rico’s historical average due to the recent recession.

MANUFACTURING

Heavy industry and manufacturing has replaced agriculture as the greatest contributors to Puerto Rico’s income due in large part to “Operation Bootstrap” which, since the 1940’s, has attracted U.S. firms through the use of tax exemptions. The manufacturing sector has recently placed an in-creased emphasis on higher wage, high technology industries, such as pharmaceuticals, electronics, computers, microprocessors, professional and sci-entific instruments, and high technology machinery and equipment. Other products manufactured on the island include processed foods, textiles, clothing, rum, petrochemicals and refined oil (using crude oil from Venezuela). Puerto Rico sustains over 2,300 diversified industrial plants, inducing many leading Fortune 500 multinationals, producing a range of products from apparel and computer motherboards to pharmaceuticals and medical devices.

A combination of Federal and state tax incentives helped attract millions of dollars of investments,

thus helping to improve its overall infrastructure, but also the island’s workforce increased its skills and education levels. As previously mentioned, the improving education of the workforce is evidenced by the fact that Puerto Rico’s percentage of students enrolling in higher education has been ranked sixth in the world, according to the World Bank. The workforce’s improved skill level has created a more entrepreneurial, small business environment where large manufacturing operations are playing an increasingly smaller role in the island’s economy. The proliferation of these small companies has served to both diversify and strengthen the foun-dation of the Puerto Rican economy. Corporations that were originally drawn to the island for its tax incentives are now staying for its affordable, highly educated, English speaking workforce, its stable po-litical environment, its absence of currency risk, and its positive economic and demographic prospects. These factors as well as diversification of the econo-my and the local government’s willingness to create incentives for foreign investment will continue to fuel Puerto Rico’s positive economic momentum.

TOURISM

As the Puerto Rican economy has matured it has become less reliant on tourism, although the indus-try continues to grow. Because of the cash nature of the tourism industry, much of the revenue generated by tourism goes unreported. Having undergone steady growth over the last several years, tourism remains the island’s main service trade. In 2014 there were approximately 725,000 non-resident hotel guests, 0.4% greater than in 2013. That same year, visitors spent an estimated $2.4 billion in Puer-to Rico. Strong tourism fundamentals have led to the development of many new hotel rooms. Today there are approximately 14,000 hotel rooms on the island, up more than 16% from 2000. The long run trend in new hotel construction is expected to continue, although not at the same pace as in the 1990’s.

New hotels recently opened on the island include the five-star Dorado Ritz-Carlton Reserve, St. Regis Resort & Residences, W Hotel Vieques, Vanderbilt Hotel, and La Concha Hotel. All of these factors help to increase tourism levels and raise the overall awareness of the island.

PALMASDEL MAR


SAN JUAN

Located 35 miles north of Palmas del Mar, the San Juan Metropolitan Statistical Area (the “MSA”) is the largest metropolitan area in Puerto Rico, based on total population, and San Juan is the largest city on the island. San Juan is a major port and tourist resort of the West Indies and is the oldest city under the U.S. flag. San Juan is strategically situated on the north coast of Puerto Rico along the Atlantic Ocean. This location provides for a thriving port with easy access to the United States’ eastern seaboard and all the Caribbean islands. San Juan’s port is the center of Caribbean shipping and 10th largest in the western hemisphere. San Juan is also the largest cruise port in the world. Over 25 cruise vessels use San Juan as their origin or final destination and bring over a million tourists to the area every year.

POPULATION

The estimated 2010 population of the greater San Juan MSA is approximately 2.6 million people mak-ing it the 46th-largest city under the jurisdiction of the United States.

The San Juan MSA is one of the most densely popu-lated areas in the world with the central city having a density of over 9,300 people per square mile, ranking it eighth among all U.S. cities.

The San Juan population is well educated with over 80% of the adult population (age 25+) having a high school degree or higher. In addition, nearly 56% of college age students attend an institution of higher learning—one of the highest rates in the world. Like many other metropolitan areas, the San Juan economy is transitioning slowly from a largely manufacturing driven base to a more diversified mix of service and manufacturing industries.


Puerto Rico is a Commonwealth of the United States. Puerto Ricans get the best of both worlds: gorgeous tropical beaches and the benefits of having American citizenship.

TAXES

Rental income: Generally, gross rental income of non-residents is taxed at a flat rate of 29%, withheld by the tenant. However, until December 31, 2020, under act 132-2010 lessors may claim a 100% exemption from Puerto Rico income tax on rental income.

INCOME TAXES

A non-resident alien not engaged in a trade or busi-ness in Puerto Rico is generally taxed at a flat rate of 29% (withheld) on Puerto Rican-sourced profits and income including investment income, rental income (discussed above) and capital gains.

CURRENCY

Puerto Rico uses the U.S. Dollar (USD)

PROPERTY TAX

In Puerto Rico real property is subject to an annual real property tax. Real property taxes are computed based on property values that date back to the fiscal year 1957-1958 (which was the last time a general appraisal was conducted by the Government of Puerto Rico). The assessment is made as of January 1 of each year by the Municipal Revenue Collection Center (“CRIM” for its Spanish acronym) by dis-counting the current fair market value (FMV) of the property to the 1957-1998 values. The rates, ranging

from 8.03% to 11.83%, which vary depending on the municipality where the property is located. For example, the rate in Rio Grande for year 2013-2014 is 8.83%. Under Act 216 a five year 100% real prop-erty tax exemption may be available for residential property acquired on or before August 31, 2015.

CAPITAL GAINS TAX

Earnings of non-resident individuals from the sale of a property are subject to a withholding tax of 25% (10% in the case of U.S. citizens), which is levied on the gross selling price minus the cost of the property and certain selling costs incurred by the seller. This withholding tax can be credited to the non-residents final tax liability. The final tax liability is based on the actual capital gain (which included property improvements as a deduction. Said improvement costs are not considered for withholding purposes). In the case of U.S. citizens the applicable tax will be

10% on the actual net capital gain and in the case of other non-residents the applicable tax will be 29% on the actual net capital gain, assuming the property has been held for a period in excess of six months.

NOTARY FEES

It is mandatory that a notary prepare the sale and purchase deed. Maximum allowable notary fee is 1% of the property value for the first US $500,000 plus 0.5% of the amount in excess of $500,000.

REGISTRATION AND FILING FEES

Several fees must be paid to different offices such as the Municipal Collection Center (CRIM), Treasury Department and Property Registry. These fees are minimal and are not expected to exceed 0.75% of property and mortgage value.

INTERNAL REVENUE STAMPS

Internal Revenue Stamps are purchased to be can-celled on the original of the deed of purchase and sale and the first certified copy of deed to be filed in the Property Registry. The notary keeps the original while the certified copy is filed at the Registry. Be-fore applying for registration, filing vouchers for the Property Registry must be bought. Internal revenue stamps and vouchers are acquired electronically by lawyers and notaries.

ATTORNEY’S FEES

Although not mandatory, it is highly advisable for foreign buyers to hire a lawyer. Attorney’s fees my vary depending on location and the complexity of the transaction.

PUERTO RICO PROPERTY & TAX GUIDE

PALMASDEL MAR


The Individual Investors Act (Act 22) seeks to attract new residents to Puerto Rico by providing a total exemption from Puerto Rico income taxes on all passive income realized or accrued after such individuals become bona fide residents of Puerto Rico.

TAX TREATMENT

Tax exemptions conferred under Act 22 are valid through December 31, 2035:

Passive Income Exemptions:

• New residents will enjoy a 100% tax exemption from Puerto Rico income taxes on all dividend and interest income

• Interest and dividends that qualify as Puerto Rico source income will not be subject to federal income taxation under Section 933 of the IRS Tax Code.

• New resident investors may be able to reduce the tax rate applied on interest and dividend income coming from sources outside of Puerto Rico (including the source country taxation) to 0% or 10%, respectively, by investing through certain Puerto Rico investment vehicles

Capital Gain Exemptions:

• All capital gains accrued after becoming a new resident will be 100% exempt from Puerto Rico taxes. These gains will not be subject to federal taxes.

• All capital gains accrued and unrealized prior to becoming a new resident will be subject to a tax:

(i) at the prevailing tax rate (currently 10%), if such gain is recognized within 10 years of new residence in Puerto Rico, and

(ii) 5%, if such gain is recognized after said 10-year period. Such taxes paid may be used as a credit in another jurisdiction that taxes such gains. The U.S. will not tax any prior unrealized gains if recognized after 10 years of residence in Puerto Rico

REQUIREMENT FOR NEW RESIDENTS THAT HAVE NOT LIVED IN PUERTO RICO FOR THE LAST 15 YEARS:

• Physical presence in Puerto Rico for a period of 183 days during the taxable year will create a presump-tion of residence in Puerto Rico for tax purposes

• Section 937 of the U.S. Internal Revenue Service Code provides additional guidance as to what is generally considered a bona fide resident: (a) no tax home outside Puerto Rico during the tax year, and (b) no closer connection to the U.S. or a foreign country.

THE INDIVIDUAL INVESTORS ACTOFFERING ATTRACTIVE TAX INCENTIVES FOR INDIVIDUALS RELOCATING TO PUERTO RICO


Due to its many advantages, including direct access to the US and other international markets, Puerto Rico is a gateway for insurers and reinsur-ers wishing to enter the Latin American insurance and financial markets.

Since 2005, the international insurers and rein-surers division of the Office of the Commissioner of Insurance of Puerto Rico has sought to pro-mote Puerto Rico as an important member of the international insurance arena. The Government of Puerto Rico adopted this initiative as part of its economic agenda.

LEGAL BACKGROUND

Act 399 and Act 400 in Chapter 61 of the Puerto Rico Insurance Code were adopted in order to es-tablish the basis for the International Insurance Cen-ter (IIC), which provides a competitive environment for insurers and reinsurers to cover risks outside of Puerto Rico, under a secure and flexible regulatory system, with attractive tax benefits. Act 98 provides a long-term tax status that will guarantee the tax treatment of international insurers and reinsurers for an initial period of 15 years, renewable for two additional 15-year periods.

International insurance entities have various alter-native ways to organize and operate within the IIC. These options include operating as an international insurance holding company, as an international insurer or a branch of an international insurer and protected cell arrangements.

TAX TREATMENT

Tax exemptions conferred under the International Insurers and Reinsurers Act of Puerto Rico include:

• Exemption from premium taxes

• Exemption on dividends and other profit distri-butions made by the International Insurer and International Insurer Holding Company

• Exemption on municipal franchise and real and personal property taxes

• Exemption from withholding taxes on payments of dividends and other profit distributions made to third parties, and from filing tax returns with the Puerto Rico Internal Revenue Service

• Isolation of the proceeds and benefits paid by international insurers because of liquidation procedures from income taxes

• $1.2 million tax exemption on net income, applicable at the individual cell level for Protected Cell Com-pany arrangements and at the company level. Pre-ferred 4 % tax rate on net income guaranteed by a decree effective over a renewable period of 15 years

BUSINESS OPPORTUNITIES

The International Insurance Center is a platform for the following business activities, among others:

• Alternative risk management strategies as captive or associated captives insurers

• Insurers or reinsurers’ vehicle to enter Latin America or US markets

• Special purpose vehicles

• Vehicle for integrated insurance plans

• Corporate reorganization using international insurers holding companies

• Segregated assets plans to serve high net worth individual markets

• Securitization programs

OFFSHORE INSURANCE ACTGATEWAY FOR INSURERS AND REINSURERS TO THE US AND LATIN AMERICA

PALMASDEL MAR


The International Financial Center Regulatory Act (Act 273) seeks to expand the potential market of the International Financial Center of Puerto Rico.

The benefits of an international financial center in Puerto Rico are the expansion of the service sector, as well as the direct and indirect creation of employ-ment and growth in the economic activity. Puerto Rico offers many favorable conditions to perform international financial transactions, such as political stability, the soundness of its banking system, the close economic relationship with the United States, the high degree of professionalism, bilingualism and technical capacity of its human resources, a unified market and monetary system, its privileged geo-graphical position and a properly developed com-munications network.

To meet the purposes hereinafter mentioned, the law provides for the organization of International Financial Entities (IFE). An IFE is a Puerto Rico entity engaged in traditional banking or financial services for non-Puerto Rican clients. IFEs are under the supervision of the Office of the Commissioner of Financial Institutions.

ELIGIBLE BANKING ACTIVITIES UNDER ACT 273:

• Accepting deposits

• Borrowing money

• Lending

• Letters of credit

• Refinancing

• Foreign currency exchange

• Underwriting

• Trade financing

• Trust services

• Securities brokerage

• Clearinghouse services

• Asset management

• Other financial services

IFEs are generally not permitted to do transactions with local Puerto Rico counterparts, except in certain cases such as these:

• Certain transactions involving the Government Development Bank and the Economic Develop-ment Bank of Puerto Rico

• Certain transactions and activities involving secu-rities issued by the Government of Puerto Rico

• Participation in local loan syndications originated by a local bank

• Purchasing of substandard or non-performing loans from Puerto Rico entities

TAX BENEFITS UNDER ACT NO. 273:

• IFEs will enjoy a 4% flat income tax rate on their income

• Distributions from earnings and profits derived from IFEs:

• Taxed at 6% for shareholders that are Puerto Rico residents

• 100% exemption from Puerto Rico taxes on such dividends

• Municipalities in Puerto Rico may levy a gross receipts tax of up to 1.5% for financial services

• IFEs will be 100% exempt from all property taxes

• A 15 year tax decree, renewable for two (2) additional 15 year periods

OFFSHORE BANKING ACTAN INTERNATIONAL BANKING PLATFORM TO EXPORT FINANCIAL SERVICES TO FOREIGN MARKETS


Puerto Rico has a highly educated and profes-sional labor force that can fulfill the labor market demands for the provision of export services.

The purpose of the Export Services Act (Act 20) is to develop Puerto Rico as an international export services center and diversify the drivers of economic growth by encouraging local service providers to expand their services to persons outside of Puerto Rico, and attract new businesses to Puerto Rico.

The Export Services Act applies with respect to any business with an office located in Puerto Rico that is engaged in the exportation of services to non-resident individuals and/or foreign entities.

BUSINESS SERVICES ELIGIBLE TO BENEFIT UNDER ACT NO. 20:

• Advertising and public relations

• Call centers

• Development of licensable computer software

• Distribution centers (hubs)

• Economic, environmental, technological, managerial, marketing, information systems, engineering and other consulting services

• Electronic data processing centers

• Headquarters and/or shared services centers

• Medical and hospital services

• Professional services, such as legal, tax and accounting

• Research and development

INVESTMENT BANKING AND FINANCIAL SERVICES TAX BENEFITS UNDER ACT NO. 20:

• 4% maximum tax rate on income related to exportation of services

• 100% exemption on income tax rate on dividends or profit distributions

• 60% exemption on municipal license taxes

• 90% exemption of real and property taxes

• 20-year tax decree, renewable for an additional 10-year period

EXPORT SERVICES ACTDEVELOPING AN INTERNATIONAL EXPORT SERVICES HUB

For more information on the various incentives provided under Puerto Rico law, please visit

businessinpuertorico.comand access our incentives alerts on the following topics:

• Cruise Industry Incentives Act

• Economic Incentives for the Development of Puerto Rico Act

• Export Services Incentives Act

• Film Industry Incentives Act

• Green Energy Incentives Act

• Incentives for Business Activity Performed in Vieques and Culebra

• Incentives for Rum Producers in Puerto Rico

• Individual Investors Act

• Manufacturing Incentives Act

• Municipal Economic Development and Tourism Incentives Act

• Puerto Rico Housing Incentives

• Tax Exemptions for Scientists

• Tourism Development Act

Or contact:

Palmas del Mar Properties, Inc. #7 Executive Office Drive Humacao, PR 00791

Tel. 787.285.2200

E-mail: [email protected]

Website: www.palmasdelmar.com

This brochure is provided for informational purposes only; it is not an offer to sell or a solicitation of offers to buy. Neither Palmas del Mar Properties, Inc. (“PDMPI”) nor its affiliates, nor any of its representatives, or any of their respective officers, directors, employees, or agents has made or makes and hereby disclaims any express or implied representation or warranty as to the validity, accuracy or completeness of any information in this brochure (the “Information”). The Information is summary in nature, some of which was provided or prepared by third parties, has not been independently verified for accuracy or completeness and should not be relied upon. No person will have any liability relating to the information or for any errors in the Information or omissions from the Information. None of the Information is intended to constitute and may not be construed as legal, tax or other advice. You should independently analyze and evaluate the Information and obtain any additional information that you consider necessary or desirable for the analysis and evaluation of the Information, and consult with your own legal counsel and financial and tax advisors to determine the consequences of any transaction and to arrive at your independent evaluation. PDMPI shall have no obligation to accept any proposal from any recipient of the Information.

Palmas del Mar Development Opportunities

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