A MAJOR ACTOR IN THE CONSTRUCTION AND DEVELOPMENT OF AFRICA

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1 A MAJOR ACTOR IN THE CONSTRUCTION AND DEVELOPMENT OF AFRICA

2 OUR PHILOSOPHY In the heart of a growing and moving Africa, CAC results from the willingness of women and men to build a renowned advisory firm to assist private operators, governments and international organisations carrying out their businesses, investments and development actions across Africa, supporting the view that business growth in Africa largely contributes to the construction of the continent. At CAC, we have believed for more than 25 years and remain convinced that Africa can realise itself as a continent capable of processing its own raw materials. With plentiful natural resources and a developing infrastructure, Africa is now in the process of benefiting from its huge potential. In the context of a stabilising business climate and positive reform of legal and tax frameworks, increasing levels of business and investment now embrace the African continent where many leading corporations, banks, private investors and non-governmental organisations are turning to us for advice. Our pan-african vision CAC Tax & Legal advises on matters in various countries of the Central African region, including: ABOUT US The firm CAC Tax & Legal is an African tax and legal advisory services firm of outstanding reputation based in the Central African region, which has developed a strong tax and legal expertise and considerable experience in the key business sectors over more than 25 years. CAC Tax & Legal is part of CAC Global, which provides a wide range of services including audit, financial advisory, human resources services and information systems management services. Cameroon Central African Republic Chad Congo Brazzaville Democratic Republic of Congo Equatorial Guinea Gabon On a case by case basis, we also advise on matters in other African countries. As a result of our recognised expertise in the African oil & gas, mining, as well as banking & finance industries, governments, international organisations and leading corporations have turned to CAC Tax & Legal for advice in Niger, Madagascar, Djibouti and Liberia. CAC was established in Douala (Cameroon) in 1982 and was a member of the Ernst & Young international network until 2005.

3 Our clients Many key economic players trust CAC Tax & Legal to assist them in their business operations across Africa. Our client base includes major local corporations and companies of leading international groups, as well as private investors and financial institutions. We also advise governments and international organisations on a number of matters. Our people CAC Tax & Legal s team works principally out of our main office in Douala (Cameroon) and out of our Brazzaville office (Congo) but also very often on-site in the relevant countries. Our team is composed of legal and tax consultants, including French qualified lawyers. Most of our consultants were born and raised in Africa and a number of them have spent long periods studying and working in Europe, including as lawyers in international law-firms. Our consultants conduct assignments in accordance with international standards and have a unique understanding of Africa s cultural nuances and business specificities, together with hands-on experience of the African market place and of the operational issues across a wide range of industries. This ensures tailored-made high quality service, which makes CAC Tax & Legal s offer unique. The language skills among the team include English and French. OUR SERVICES CAC Tax &Legal s consultants have a perfect knowledge of the legal, tax, regulatory and institutional environment of the African countries where they advise, most of which are OHADA members. In addition, CAC Tax &Legal has developed a strong expertise and considerable experience in key industries including: Oil & gas Mining Electricity Telecommunications Banking & finance Agro-industry Transportation

4 As a result, the team has the ability to provide comprehensive advice on various legal, tax and regulatory matters: Relating to our clients day-to-day operations in the Central African region including : Tax due diligence Tax compliance, including assistance in the preparation of tax returns, etc. Tax advisory on technical tax and customs issues Tax, customs and social litigation Legal advisory on technical issues relating to corporate law, commercial law, contractual law, employment law, intellectual property law, public law, banking and financial markets law, environment law, etc. Legal audit including corporate, contractual, employment and regulatory due diligence Legal drafting including contracts of any kind, corporate documentation, employment documentation, etc. Corporate housekeeping and legal/administrative formalities Relating to specific transactions and projects of our clients in any relevant jurisdiction, including: Oil & gas and mining projects Acquisitions and disposals of businesses Intra-group restructurings Privatisations Stock exchange operations, including initial public offerings and bonds issuances Institutional and regulatory reforms In connection with these specific transactions and projects, our assistance covers legal and tax structuring, due diligence, documentation drafting and negotiation, laws and regulations drafting. Relating to our clients disputes in any relevant jurisdiction, including pre-contentious/contentious issues, arbitration and ICC procedures (including Alternative Dispute Resolution procedures)

5 OUR RECENT ASSIGNMENTS SGS, a major international inspection and verification company, on the renegotiation of its concession contracts with the Cameroonian State (ongoing). A confidential Chad-based client, on ICC dispute proceedings (ongoing) Government of Central African Republic, on the review of the legal, institutional and contractual framework of the oil industry, including drafting amendments to the Oil Code and drafting standard contracts (ongoing) A confidential client, on an acquisition in the telecommunication industry in Central African Republic (ongoing) Socapalm and Safacam, Cameroon-based companies of the Bolloré group, on their initial public offering on the Douala Stock Exchange (2009) Tradex, on the acquisition of Chevron-Texaco Cameroon and Chevron-Texaco Congo (2009) Cameroon Alumina Limited, a consortium founded by Dubai Aluminium Company Limited, Hindalco Industries Limited and Hydromine Inc., on the negotiation of the attribution of a mining permit in the Eastern Cameroon region (2009) Société Tchadienne d Eau et d Electricité, on the restructuring of its activities (2009) Government of Madagascar, on the review of the legal, institutional and contractual framework of the mining industry (2009) International Development Association (World Bank), on the privatisation of CFCO (Chemin de Fer Congo- Océan) (up to 2009) International Development Association (World Bank), on the privatisation of CORAF (Congolaise de Raffinage) (up to 2009) Government of Chad, on an audit of the oil costs including tax impacts ( ) Travant Capital Partners, an African alternative investments firm, on the acquisition of Union Bank of Cameroon (2008) The Cameroonian Société Nationale des Hydrocarbures, on the acquisition of International Business Corporation, a large steel supplier within the Central African region (2008) Government of Niger, on the attribution of the Agadem oil permit, including organising the call for tenders process, conducting negotiations, drafting and negotiating the production sharing agreement with China National Oil & Gas Development and Exploration Corporation (2008) Sundance Resources, an Australian-based iron ore company, on the acquisition of a 90% interest in Cam Iron, a company holding mining permits in the Eastern Cameroon region and on the acquisition of a 70% direct interest in Congo Iron, a company holding a mining permit in the Western Congolese region ( ) GlobalSantaFe Corporation, one of the largest international oil and gas drilling contractors, on its ongoing operations in Cameroon and its merger within Transocean Ltd (up to 2007) Société Nationale des Pétroles du Congo, on its ongoing operations including the restructuring conducted on demand of the World Bank (Accomplissement du point d achèvement) Various oil & gas contractors (e.g. Schlumberger, etc.), on their ongoing operations in Equatorial Guinea The World Bank, on a due diligence of the Djibouti Central Bank and of the Central Bank of Liberia (2003) Tradex, on the transfer of gas stations of Petroca, the national oil company of Central African Republic (2002) Government of Cameroon, on the drafting and negotiation of the contrat d affermage relating to the road toll (2001) and on the drafting of the Code des marchés publics (2000) Bolloré group, on the privatisation of Socapalm, a company formerly owned by the Cameroonian State (2000). Government of Niger, on the review of the legal, institutional and contractual framework of the oil industry, including drafting the Oil Code, related decrees and standard contracts (2008)

6 CONTACTS CAC TAX & LEGAL Jérôme KENFACK Senior Manager François LECOMPTE Senior Manager CAC GLOBAL Jérôme MINLEND Senior Partner and CEO Jacques NDJAMBA Partner CNPS Tower Bonanjo Po.Box 443 Douala - Cameroon Tel : (237) / / Gsm : (237) / Fax : (237) Website :

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