ADDLESHAW GODDARD IN OMAN

ADDLESHAW GODDARD IN OMAN

CONTENTS ADDLESHAW GODDARD IN OMAN 1 ADDLESHAW GODDARD AT A GLANCE 2 OVERVIEW OF OUR EXPERIENCE IN OMAN 4 KEY TEAM MEMBERS IN OMAN 8

ADDLESHAW GODDARD IN OMAN We are delighted to present our legal services capability and experience in Oman. Addleshaw Goddard is a leading international law firm with offices in the United Kingdom ( UK), the Gulf Cooperation Council (GCC) region and Asia. We provide our services in Oman through Nasser Al Habsi & Saif Al Mamari Law Firm in association with Addleshaw Goddard (Middle East) LLP, which is a fully integrated practice forming a part of the wider Addleshaw Goddard group. By choosing Addleshaw Goddard we can add value in the following ways: Deep understanding of Oman laws and practice: Our lawyers have worked in the Oman market for many years and know the business environment, as well as the legal and regulatory framework. We have worked on many significant projects and transactions in Oman. We know how to achieve effective outcomes for our clients whilst minimising the risk of anything unexpected arising or being overlooked. Local and international expertise and resources: Within Oman, our team consists of leading Omani and internationally trained and qualified lawyers. We also have access to the wider GCC team for additional resourcing needs that any assignment may require. As a part of the Addleshaw Goddard group, we have access to experts from an international practice who have ample experience supporting large companies in their day-to-day business requirements. In the UK for example, we are on the panel for, and act for, more FTSE 100 companies than almost any other firm and have a market leading commercial practice. The right team at the right price: We have partner and counsel expertise to deal with the provision of strategic advice, quality senior associate resources to draft documents and juniors to deal with any lower level work required. All at the right price. We are confident our flexible approach to fee structures, including work on a fixed or capped fee basis represents good value for money. All without compromising quality. We would welcome the opportunity to discuss our experience and services further should you have queries. Thank you. Roger Byrne Head of Oman Office, Banking and Finance +968 2495 0702 r.byrne@aglaw.com Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi Law Firm has maintained its strong standing in the market LEGAL 500 2015 1

ADDLESHAW GODDARD AT A GLANCE An international law firm They get good-quality work, particularly if the matter is high-value and complex, because they have national and international profiles. CHAMBERS UK 2016 We differentiate ourselves from our competitors by: Our size and strength 182 partners and over 660 other legal staff around the world Offices in Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo (in association with Hashidate Law Office) Legal advice from partners and lawyers recognised as leaders in their field Access to international advice through Preferred Firms network utilising the best lawyers in each jurisdiction The breadth and quality of our practice areas 37 practice areas are ranked in the top tier across the UK (Legal 500 2015) 40 practice areas ranked in the top tier across the UK (Chambers UK 2016) Oman Banking & Finance team ranked in Top Tier of Legal 500 Europe, Middle East & Africa 2015 Oman Corporate and M&A team ranked in Legal 500 Europe, Middle East & Africa 2015 Oman Corporate/Commercial team ranked in Chambers Global 2015 Dubai Corporate and M&A team ranked in Legal 500 Europe, Middle East & Africa 2015 2

Dubai Shipping team ranked in Legal 500 Europe, Middle East & Africa 2015 Qatar office ranked in Legal 500 Europe, Middle East & Africa 2015 Hong Kong Corporate (including M&A) group ranked in the Asia Pacific Legal 500 2015 Hong Kong Dispute Resolution group ranked in the Asia Pacific Legal 500 2015 The calibre of our lawyers and service FT Innovative Lawyers 2015: ranked 'standout' in the technology, client service and dispute resolution categories The American Lawyer 2015 Global Legal Awards: winner of the Global Dispute of the Year: UK Litigation category Legal Week Legal Innovation Awards 2015: awarded the Knowledge Management Innovation award for our Africa App and were 'highly commended' in the Next Generation Innovation category for our Apprenticeship programme. Winner of the Most Innovative Client Service Award for our Future Leaders Programme in the Managing Partners' Forum Awards 2014 The Times Top 50 Employers for Women 2014: ranked for the eighth time Our client base We have a fantastic international client base. By way of example, we are listed as key advisers to a large number of FTSE 100 and 250 companies, including Aviva, Barclays, British Airways, BP, Diageo, GlaxoSmithKline, J Sainsbury, and United Utilities. In Oman, we act for international business, for all the major banks, on large projects and for some of the largest public and private Oman companies, and are the preferred local partner for a number of international firms. Fully integrated GCC footprint We are well placed to help our international clients with all legal support that they may require in Oman. Our on the ground capability in Muscat, combined with our offices in Doha and Dubai, provides access to in-depth local knowledge and legal expertise across the GCC that clients find reassuring. The Muscat office is staffed by internationally trained and qualified lawyers as well as Omani nationals, all of whom have been practising in Oman for a number of years and whom have worked on some of the largest projects in Oman over the last 10 years. Our lawyers in Muscat and in the broader region are supported by top ranking UK and international legal teams. We can present a wide range of market-leading expertise, which provides a highly experienced and international level of service in the Oman market. We are proud to offer a strong depth of expertise, high quality service delivery and access to wider resources within the Addleshaw Goddard network. They are commercially savvy, manage expectations well and deliver on time. CHAMBERS GLOBAL 2015 3

OVERVIEW OF OUR EXPERIENCE IN OMAN Our team in Oman and globally has extensive experience in corporate and commercial law, banking and finance law, projects and construction, employment law and dispute resolution, with a first class team to deliver a prompt and high quality service. A representative example to showcase the breadth and depth of our experience is set out below. Within the Oman office of Addleshaw Goddard, our team has experience of advising on the following types of matters: Corporate and Commercial Our corporate team is available to advise on a range of matters from mergers and acquisitions to funds and regulatory. We have contacts on the ground and liaise regularly with local regulators and ministries to make sure that our information is current and keeps pace with the latest laws, policies and practice. Assisting companies with their entry into the Oman market, including acting on agency and local shareholder arrangements, and assisting with day-to-day corporate and commercial matters arising for companies doing business and dealing with the various governmental authorities in Oman. Acting for Bank Sohar on its proposed merger with Bank Dhofar, which will create a bank with a market capital of around US$1.5 billion. Acting for Oman's main sovereign wealth fund on its acquisition of a minority interest in an oil and petroleum product trading company with offices in six countries in the Middle East, Asia and Europe. Acting for a sovereign development fund in the acquisition of an US$80 million foodstuffs group with business in four GCC countries. Acting for a state owned private equity fund on its US$120 million sale of an oilfield services company. Acting for an Oman sovereign wealth fund on the sale of its investment in a mobile telecommunications reseller. Acting for a private equity fund in its acquisition of a school group, telecommunications company and mining joint ventures. Acting for Oman International Bank in its merger with HSBC Oman creating the second largest bank in Oman with a combined value of around US$1 billion. Acting on the US$100m private equity raising for a workers accommodation development at Duqm Port that can house more than 18,000 workers. Advising numerous suppliers on bids for major contracts with PDO, Government ministries and large oil companies and other entities within Oman, including contracts for hospitals, ports, airports and educational facilities. Acting for listed and private corporate entities on company secretarial and corporate governance matters and assisting with the design and implementation of regulatory compliance schemes, including anti-bribery and corruption programmes. They are always pragmatic and thinking ahead about what might come next in the transaction, and that is something I think that sets Addleshaw Goddard apart from other law firms. LEGAL COUNSEL, FTSE 100 CLIENT 4

Employment/HR We have a wealth of experience in Oman advising major international and local companies on employment matters. We are regularly involved in the preparation of labour litigation and regularly undertake advocacy at mediation and court hearings before the Oman courts as well as providing representation before the Ministry of Manpower on collective workplace disputes. Advising an international communications, technology and services provider on the employment obligations arising under the Labour Law transferability provisions following the transfer of contract to another provider. Drafting the employee handbook, including management guidelines for its disciplinary procedure, for a global logistics operator at the Port of Sohar, and advising on varying terms and conditions of employment, in particular with regard to shift patterns. Drafting secondment and consultancy agreements in relation to cross border employee postings from Saudi Arabia and the UAE to Oman for an independent power and water project company. Advising a number of clients during and after the Oman Arab Spring in 2011, operating in the power, ports and oil and gas sectors on illegal strike action, assisting with negotiations and drafting a number of collective agreements as well as investigating, as part of an independent grievance committee, multiple employee grievances. Defending an international oilfield services company in a class action filed by employees in relation to their dismissal following unlawful work stoppages and backdated overtime claims. Advising a major port company in Oman on the termination and exit arrangements of key executive officers and drafting settlement agreements. Defending a large oilfield services company in a prosecution against two of its senior employees concerning allegations of union discrimination. Advising a state owned company on termination issues in respect of its chief executive officer facing prosecution in relation to bribery and corruption offences. Advising the first Islamic bank in Oman during its formation on its employee structure, including on the Central Bank of Oman's requirements for employing key senior managers, and drafting the employment contracts and job descriptions from top down. International Arbitration and Dispute Resolution We are available to advise on all forms of dispute resolution. From representing you in the Omani courts through our Omani national lawyers to all aspects of the arbitral process and, whatever the seat, arbitral rules and subject matter of the dispute, we can field teams with the specialist expertise to guide you through the litigation or arbitration process. Advising a Korean engineering contractor in relation to an ICC arbitration concerning the construction of a new port facility in Oman. Representing a major Indian construction company on a multi million dollar claim arising out of two contracts it had procured for the construction of two airports in Oman. Advising a Turkish contractor on a major dispute arising out of a multi million pound road construction contract in Oman. Acting for Hyundai Engineering & Construction on a contentious matter involving Siemens AG in relation to Jebel Ali L2 Power Generation Project in United Arab Emirates. Acting for a North American/Turkish joint venture in a US$450m ICC Arbitration concerning the design and construction of a magnesium oxide plant in Jordan on an EPC basis. Advising on the insurance recovery relating to a high profile Travel Card (prepaid) fraud executed against a major bank, as well as making a claim in the relevant jurisdiction for whatever proceeds are recovered. 5

Banking and Finance We are key advisors to and on the panel of all of the major licensed banks in Oman. Our banking team has a track record of advising lenders and borrowers on bilateral and syndicated facilities for the complete spectrum of finance transactions ranging from real estate and industrial project finance to general corporate facilities. Our team has experience of advising on some of the most complex and innovative finance transactions to have taken place in the Sultanate in recent times. We are experienced in structuring deals that are Shari a compliant and have significant experience in dealing with the challenges that Shari a law presents, including complex documentation and ownership and risk allocation. Acting for the Lead Arranger and lending syndicate for the US$300m dual term loan facility to Octal Petrochemicals LLC FZC and structuring the security sharing and priority arrangements for the US$340m working capital providers and US$15m subordinated investors. Acting for Bank Muscat SAOC as the project financier to a US$250m term loan facility to finance the expansion project for Shadeed Iron & Steel Company LLC for the construction of a metal shop at Sohar and structuring and perfecting security package. Acting for lead advisors to the lending syndicate on US$80m financing for a "first of its kind" steel pipe mill in Sohar, capable of producing 250,000 tonnes of steel pipe annually. Acting for a syndicate of lenders on their US$150m term loan construction and development financing for the Kempinski Hotel at The Wave, Muscat, and preparing and perfecting the suite of security documents. Advising a syndicate of lenders on their US$360m property development term loan facility to The Wave, Muscat. Advising an Omani bank on its US$40m construction and development term loan facility for the Rotana Hotel development at Salalah. Advising on the sale of Oman's largest insurance company to an international insurance company in a cash and share swap deal worth US$50m. Advising National Investments Funds Co on the establishment of its US$155m Oman Opportunities Fund. Projects and Construction We have the capacity to handle large and very complex transactions, acting for project funders, sponsors, developers, employers, constructors, sub-contractors and professional teams. We have advised on the procurement, operation and maintenance (including facilities management) of major infrastructure projects such as power plants, district cooling facilities, oil and gas installations, mixed use developments, schools, hospitals, airports, housing projects and car parks. Advising a Singaporean power company on a US$1 billion Greenfield water desalination and power plant in Salalah, in the south of Oman, with capacity for 450 MW of power generation and 15m gallons per day of desalinated water. Acting for Sohar Power Company, a producer of electricity and desalinated water, on the refinancing of existing facilities worth approximately US$400m and the associated Omani securities. Acting for the sponsors to build a 2,000 MW power plant for the Sur IPP project and, in particular, providing structuring, project financing and local law advice. Acting for local law advisers to the lenders in connection with the restructure of the Dhofar Generating Company and Dhofar Distribution Company. Acting for Bauer Umwelt GMBH in relation to the construction and operation of a water treatment plant at Nimr, Oman for Petroleum Development Oman and its financing from Bank of Beirut. Acting for SNF SAS on a US$180m project awarded by Petroleum Development Oman, for the engineering and construction of a polymer flooding facility at the Marmul oilfield in Oman. Advising Special Technical Services LLC on a contract steel fabrication and erection at an oil terminal in Oman (for Oman Refineries and Petrochemicals Company LLC). 6

Real Estate Our team in Oman and the wider GCC region has extensive experience in advising on real estate transactions. Advising Taameer Investments on a hotel management agreement with Shaza, a Kempinski affiliate, for a five star resort hotel in Salalah Acting for an Oman property company on a mixed use development in Muscat with a hotel and mall complex Acting for Sama Dubai on its negotiation of an investment in and the development agreement for the Yitti project, a US$1.5 billion proposed development for Yitti Acting for Oman Investment Fund on the acquisition of a hotel development in Salalah Acting for The Wave on the sale of the Kempinski Hotel development to a company owned by various Omani government funds Acting for Blue City developers on initial bond issue, including issuing opinion for the purposes of a US$925m bond issue on Oman law aspects of property ownership and ITC status, drafting sale and purchase agreement for villa and apartment buyers Acting for the developers of the Ziggy Bay Six Senses Hotel Advising Shangri'la Hotel in respect of its hotel management agreement for Barr Al Jissah resort Acting for OIB on the financing of the Rotana Hotel in Salalah 7

KEY TEAM MEMBERS IN OMAN Roger Byrne Head of Oman Office, Banking and Finance +968 2495 0702 r.byrne@aglaw.com Roger is head of the Oman office and leads our regional banking and project finance practice in the GCC. Roger advises on banking and project finance, infrastructure projects and corporate law. He also advises sponsors establishing investment funds. Roger has practiced law in Oman since 2008. Roger spent a number of years at leading Australian Law Firm Clayton Utz, where he was a partner for 10 years from 1992. In 2002 Roger joined a listed investment company with offices in New York and Australia conducting private equity investments and corporate advisory services for clients conducting M&A, private equity and equity capital markets transactions. Legal 500 has rated Roger as a leading individual in Oman for banking and finance for 2015 and says Roger has developed a reputation as a go-to-lawyer for sophisticated and complex banking and financing transactions. Praised for being easy to deal with, he recently advised the lenders in the US$1bn financing of the Salalah IWPP Project, in what was the first private project financing to proceed in the Gulf following the global financial crisis. "Roger Byrne is an expert in the field." LEGAL 500 DIRECTORY 2015 Oliver Stevens Head of Corporate Oman +968 2495 0715 o.stevens@aglaw.com Oliver is a Legal Director and head of our Oman corporate practice. He has over ten years of experience of advising clients on the legal aspects of regional and international mergers and acquisitions, joint ventures, private equity investments and general corporate governance and compliance matters. His clients include a number of international blue-chip organisations from a wide variety of sectors. Oliver has recently advised Bank Sohar SAOG on its proposed merger with Bank Dhofar SAOG in Oman and an Oman sovereign wealth fund on the sale of its investment in a mobile telecommunications reseller. Oliver has also advised RollsRoyce plc on GCC aspects of the 985 million sale of its gas turbines and compressors energy business to Siemens and UPAC, a listed Kuwaiti projects company, in relation to its US$ 250 million investment and shareholding arrangements in the US$ 1 billion Reem Mall project in Abu Dhabi. Oliver has worked in the region since 2012. Prior to joining Addleshaw Goddard, Oliver worked in the London and Milan offices of US global firm White & Case LLP and the Dubai office of Clyde & Co LLP. Oliver obtained a first class law degree from the University of Warwick in the UK. 8

Nasser Al Habsi Oman Partner +986 2495 0701 n.alhabsi@aglaw.com Nasser is a founder of Nasser Al Habsi & Saif Al Mamari Law Firm which operates in association with Addleshaw Goddard (Middle East) LLP in Oman. He is an expert in Omani corporate and commercial law and advises clients in both Arabic and English. Nasser was one of the first students to graduate in commercial law from Sultan Qaboos University and he also achieved an LLM from Reading University specialising in International Commercial Law. Nasser has worked in the corporate team in our London office for six months. Nasser has broad experience in doing business in Oman and dealing with different authorities in Oman including the Ministry of Commerce, the Capital Market Authority and the Tender Board. Saif Al Mamari Oman Partner +986 2495 0704 s.almamari@aglaw.com Saif Al Mamari is an expert in Omani litigation law. Prior to joining as a Partner of Nasser Al Habsi and Saif Al Mamari Law Firm, Saif has worked at two international law firms in Muscat for more than seven years. Saif holds a Bachelor of Law degree from the Beirut Arab University, Lebanon and has extensive experience advising on Oman law disputes. Saif has significant experience acting on complex Oman law disputes and regularly appears as an advocate in the Oman courts. Saif has also completed ten years in the Royal Navy of Oman where he was awarded special honours from the Commander of the Royal Navy of Oman. Gorvinder Pannu Legal Director, Employment +968 2495 0705 g.pannu@aglaw.com Gorvinder is an English qualified senior employment lawyer in Addleshaw Goddard's Oman office, with relevant experience in contentious and non contentious employment matters both in the UK and since 2006, in the Gulf region. Gorvinder regularly advises multinational companies, blue chip companies and local companies across all sectors, in particular oil and gas, power and water, transportation, telecoms, education, and financial institutions, and delivers training sessions and workshops to clients on various employment topics. Gorvinder has particular expertise on union legislation and industrial action. 9

Jamie Kellick Legal Director, Litigation +971 4 350 6443 j.kellick@aglaw.com Based in our Dubai office, Jamie covers both the United Arab Emirates and the Sultanate of Oman markets in relation to various commercial disputes; advising government entities, local companies and foreign investors. One of only two construction law practitioners in Oman recognised by Who's Who Legal 2015, Jamie's specialities include contentious and non-contentious construction law and project disputes. In addition, given his previous off-shore legal experience, Jamie is also regularly instructed on financial crime, fraud and regulatory matters around the region. Comfortable with both common law and civil law jurisdictional systems, Jamie advises in relation to contracts and issues arising under both. With regard to his construction experience, Jamie is familiar with most, if not all, international standard forms of construction contracts including FIDIC, IChemE, NEC and JCT as well as the standard forms used by the Oman government and quasi-government entities. Jamie's extensive ADR experience includes having acted in arbitrations (ICC, LCIA, GCC, UNCITRAL and ad hoc), mediations, expert determinations, adjudications (DABs) and litigation (local courts and DIFC). He has been invited to speak as a guest lecturer at the DIFC Courts Academy, Dubai and at the College of Law, Sultan Qaboos University, Muscat. Concerning the latter, he assists with the training of those students competing in the Willem C. Vis International Commercial Arbitration Moot finals held annually in Vienna, Austria. Andrew J Johnston Managing Associate, Banking +968 2495 0713 a.j.johnston@aglaw.com Andrew works in the Oman office in the banking and project finance practice. Andrew is an experienced banking and finance lawyer who has vast experience across real estate finance, leveraged and acquisition finance, corporate finance, project finance, construction and development finance, asset finance, derivatives, securitisation and debt and equity capital markets transactions. Prior to joining Addleshaw Goddard, Andrew worked for leading law firms and investment banks in Sydney and London. Andrew holds degrees in law (honours) and economics from the Australian National University. 10

James Kahika Associate, Corporate +968 2495 0710 j.kahika@aglaw.com James is an Associate in the firm's Oman office. He has a broad range of corporate and commercial experience with a particular focus on cross border mergers and acquisitions, infrastructure investment, joint ventures and corporate restructurings. James has acted for a number of international and multinational clients across industries including energy, mining and natural resources, projects and infrastructure, technology, aviation and global logistics. James's recent experience includes acting for Bank Sohar SAOG on its proposed merger with Bank Dhofar SAOG, acting for Oman Brunei Investment Company SAOC in its acquisition of shares in the OMR100m Sohar Independent Water Project, acting for HSBC Oman SAOG in its divestment of a number of foreign assets, acting for the Palladium International Group in its acquisition of a global logistics and supply chain company and acting for Hilton Worldwide Incorporated in its global corporate restructure. Ma'athir Al Busaidi Junior Associate, Corporate +968 2495 0707 m.albusaidi@aglaw.com Ma'athir is a corporate lawyer at Addleshaw Goddard in Oman. Ma'athir holds a Bachelor of Laws from Swansea University, a Master of Laws from Queen Mary, University of London and is a qualified lawyer in Oman. Ma'athir regularly assists our corporate, employment and litigation teams and often attends before and liaises on behalf of clients with the Ministry of Commerce and Industry, the Ministry of Manpower, the Primary Court and other governmental authorities. 11

12

aglaw.com Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo* *a formal alliance with Hashidate Law Office 2016 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged. This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. It does not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to any facts and circumstances. Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability partnership registered in England & Wales and authorised and regulated by the Solicitors Regulation Authority) and its affiliated undertakings. Addleshaw Goddard operates in the Dubai International Financial Centre through Addleshaw Goddard (Middle East) LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong through Addleshaw Goddard (Hong Kong) LLP (a limited liability partnership registered in England & Wales and registered and regulated as a foreign law firm by the Law Society of Hong Kong) in association with Francis & Co. In Tokyo, legal services are offered through Addleshaw Goddard's formal alliance with Hashidate Law Office. A list of members/principals for each firm will be provided upon request. The term partner refers to any individual who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing and qualifications. If you prefer not to receive promotional material from us, please email us at unsubscribe@aglaw.com. For further information please consult our website www.addleshawgoddard.com or www.aglaw.com. 13