33, Street 294 (Corner Street 29), Sangkat Tonle Bassac Khan Chamkarmon (PO Box 7) PHNOM PENH Cambodia

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1 ADVISER PROFILE NAME: POSITION: LOCATION: EXPERIENCE: NATIONALITY: L-MARTIN DESAUTELS Managing Partner; Head of the Banking & Finance Practice Group Phnom Penh, Cambodia 16 years Canadian; French CURRICULUM VITAE Membership in Professional Societies: Québec Bar Association Key Qualifications: Mr. Desautels is the Managing Partner of DFDL and Head of the Banking and Finance Practice Group. He has been practicing law in the Indochina Region since 1999 and he specialized in International Banking and Finance Law at the London School of Economics. Before joining DFDL, he worked for the largest French international law firm, Gide Loyrette Nouel, notably, on the Phu My 2.2 Power Project advising the three sponsors EDF, Sumitomo and TEPCO. Martin has also worked on a number of major projects in the energy sector, notably on private power policy in Cambodia advising the Royal Government of Cambodia as well as on several IPPs in Lao PDR, Bangladesh, Vietnam, Myanmar and Cambodia acting for sponsors, lenders and governments. He has been involved, as Team Leader, in major projects, including Nam Theun 2 Hydro Project in Lao PDR, the financing of the Thai-Cambodian Transmission Line, the financing of a coal-power project in Cambodia and four different hydro projects in Cambodia. He has also advised developers on various renewable energy projects related to bio-mass, bio-fuel and carbon trading. More specifically, he has advised, as Team Leader, China Exim Bank on two major hydro projects in Cambodia: the Kamchay Hydro-Power Project and Russey Hydro-Power Project, both successfully financed. Education: 1999 Master in Law in International Banking and Finance Law, London School of Economics and Political Science 1993 First Degree in Law, Sherbrooke University 1990 Diploma in Administration, Edouard Montpetit College Other training: 1996 Course on Securities Transactions, Canadian Securities Institute Excellence. Creativity. Trust Since , Street 294 (Corner Street 29), Sangkat Tonle Bassac Khan Chamkarmon (PO Box 7) PHNOM PENH Cambodia B A N G L A D E S H * C A M B O D I A * I N D O N E S I A * L A O P D R M Y A N M A R S I N G A P O R E T H A I L A N D V I E T N A M * In commercial association with local law firms t: f: e: cambodia@dfdl.com

2 1994 Practice License, Bar School of Sherbrooke Employment Record: DFDL July 2002 to present Managing Partner Areas of practice: Energy and Infrastructure, foreign investment, Project Finance, Secured Lending, banking and finance law, governance. GIDE LOYRETTE NOUEL VIETNAM Aug 1999 to Jun 2002 Senior Lawyer Work experience in Vietnam, Cambodia, Laos and Thailand on various technical support projects financed by international institutions and as legal advisor to multinational companies investing in large foreign investment projects. Notably, advised a Consortium composed of EDF - Sumitomo - TEPCO on BOT power project (USD 400M) in Vietnam, the Phu My 2-2 Gaz Power Project. CABINET OF THE LEADER OF A FEDERAL POLITICAL PARTY, BLOC QUÉBÉCOIS, Federal Parliament, Ottawa Special Adviser - Legislative issues Apr 1997 to Jul 1998 Advising the leader on all main topics, particularly legislative, legal, constitutional and international affairs. "In-house" lawyer for the political party. Co-ordination of the research and communication departments. Writing speeches and political public documents. Researcher Legal affairs Feb 1996 to Apr 1997 Research for the leader principally on legal, legislative and constitutional topics. Analysis and critics of bills brought in Parliament. Details of Major Projects Undertaken Focus on Energy, Infrastructure and Finance CAMBODIA 450MW Hydro Project Chinese Energy Company Advising on ISDA arrangements in connection with a hydro-electric project in Cambodia. Leverage Buy-Out Largest Telecom Operator Borrower Acting, on the legal and tax side, for the borrower on the largest private financing in Cambodia for the purchase of a majority stake of the largest telecom operator in Cambodia, Mobitel. The leverage buy-out financed by a USD 421M financing by ANZ Bank, Standard Bank and Hedge Funds was completed in November Voted as the Asia Deal of the Year by Telecom Finance magazine the industry standard s magazine. 300 MW Hydropower Project USD 300M China Exim Bank Acting for lenders in relation to a USD 300M hydropower project to be developed in Pursat Province, Cambodia. Bridge Project BOT Sponsor Acting for the Sponsor on a bridge to be constructed in the capital Phnom Penh under a BOT structure. 100 MW Coal Power Plant Malaysian Bank Lender Acting for the lenders in relation to a USD M coal power project to be developed in Sihanoukville province in Cambodia. Loan Documentation Chinese Bank Lender Advising a major Chinese bank to provide a cross-border loan to a Cambodia telecom company (USD 25M) MW hydro-project USD M China Exim Bank Acting for the lenders in relation to a USD M Kamchay hydro project to be developed in Kampot province in Cambodia. Coal Power Projects Multi-million USD Developers Acting for three different groups of sponsors for the development and the negotiations of the three different coal fired power projects in three different provinces of Cambodia. 2

3 Focus on Energy, Infrastructure and Finance World Bank (PPIAF) Power Reform Assistance for MIME Advising the Royal Government of Cambodia (the RGC ) in a World Bank project to assist the RGC in defining and implementing power sector reform, notably structuring and detailed drafting of the Law Concessions and the Sub-Decree implementing the Law on Concessions. World Bank (PPIAF) Private Public Infrastructure Advising the Royal Government of Cambodia (the RGC ) in a World Bank project to assist the RGC in defining and implementing private participation in infrastructure project, notably the structuring and detailed drafting of the Sub-Decree on the Private Participation in the Electricity Sector and Procurement Guidelines for the electricity sector. Transmission Line USD 30M Asian Development Bank Acting for the lenders in relation to a USD 30M transmission line project between Thailand and Cambodia. 30 MW IPP in Phnom Penh USD 20M investment ANCO Brothers Acted for ANCO Brothers in relation to two IPPs. Railway Concession Sponsor Acting for the Sponsor in preparation of all project documentation. Power Reform Assistance World Bank and Ministry of Industry Acting for the Royal Government of Cambodia in a World Bank project to assist the RGC in defining and implementing power sector reform, notably all aspects related to financing. Cam-Tai Power Project USD 50M investment CTEP Acting for a Taiwanese enterprise in relation to a USD 60-70M IPP in the region of Siem Reap. Airport Financing USD 25-35M loan PROPARCO & IFC Acting for a French bi-lateral financing agency and a World Bank institution, in relation to the financing of a BOT project in the airport sector. Telecommunication Financing USD 10M loan PROPARCO Acting for a French bi-lateral financing agency, in relation to the financing of a telecommunication project. World Bank PPI Project World Bank and Ministry of Commerce Acting for the Royal Government of Cambodia in a World Bank project to assist RGC in defining and implementing private public infrastructure sector reform. Phnom Penh and Siem Reap International Airport USD 30M Investment SCA Acting for a consortium of French, Malaysian and Cambodian investors in relation to the USD 30M BOT for the renovation of the international airport in Phnom Penh. Agence Française de Développement Rural Water Sector Advising the Royal Government of Cambodia (the RGC ) in an AFD project to assist the RGC in defining and implementing the water sector policy in rural areas, notably by analyzing the legal framework and proposing institutional structures to implement such policy. Agence Française de Développement / GRET Rural Irrigation Sector Advising the GRET to assist in defining and implementing the legal framework in the rural irrigation sector, notably in the drafting of various implementing regulations for the water irrigation sector. MYANMAR Power Plant Project USD 770 million Consortium Assisted the Sponsors with the contract negotiation for the Project Documents and the necessary financing. VIETNAM Hai Duong BOT Coal-Fired Power Plant Project Ministry of Industry and Trade Acted as the sole adviser for the Ministry of Industry and Trade (MolT) in negotiation with the sponsor of the principle agreement (July 2009). DFDL is acting as the sole adviser for the MolT in negotiation with the sponsor of the BoT Contract. 3

4 Focus on Energy, Infrastructure and Finance Sponsor s Consortium Phu My 2-2 Gaz Power Project The Sponsors - Implementation of BOT Project Acting as local counsel to the Sponsors in namely Electricity of France (EDF), Sumitomo and TEPCO in relation to a gas power project worth approx. USD 400M. Responsible for assisting the Sponsors in negotiations with the lenders in relation to financing for the project and Vietnamese authorities in relation to formation and implementation of the project; and preparing lending agreements, security documentation and legal opinions. Power Project Developers and Financiers Power Sector Legal Framework Advising recently, at the initial stages of their prospecting, various power developers and institutional financial institutions on the Vietnamese legal and regulatory framework related to the power sector as well as the legal framework related to financing and security package. Bank Governance World Bank Banking Governance Drafting of a Manual Handbook on Boardroom Practices for Joint Stock Commercial Banks ( JSB ) Advising the SBV on the application of international bank governance practices to Vietnamese commercial banks. Responsible for drafting a Manual Handbook on Modern Boardroom Practices for Joint-stock Commercial Banks in Vietnam and providing relevant training. Hanoi International Hospital French Investing Group Acquisition of Shares Advising the Group on purchase of shares held by Australian partner in the international hospital joint venture company. Responsible for advising on legal structure for the acquisition; preparing a due diligence report on the status of the joint venture company; and preparing a share sale agreement. World Bank Project State Bank of Vietnam Banking Reform As project coordinator, advised the State bank of Vietnam on various issues in relation to legal aspects of the Banking Reform for the duration of the six months project. More precisely, advised in details on legal aspects concerning Charter of State Owned Banks and Joint Stock Banks, notably on necessary amendments of and compliance with Vietnamese regulations. Danida/SIRED Project Ministry of Fisheries Reform of State-owned Enterprises As main consultant and team leader, provide in Hanoi, Ho Chi Minh City and Danang some training to Senior Management, members of Board of Directors and members of Supervisory Board on best practices in Corporate Governance for recently equitized State-owned enterprises in the sea-food industry. Asian Development Bank State Bank of Vietnam State Securities Commission SCERD Corporatization and Corporate Governance for equitized SOEs The project concerns the improvement of corporate governance practices for equitized State Owned Enterprises and joint stock banks. Under the project a Code of Best Practice in Corporate Governance for Vietnam was developed and a model Charter for joint-stock companies and joint stock banks. Extensive advising and training was provided to senior management, CEO and members of board of directors of banks on the model Charter, best practices in corporate governance and, role and duties of members of board of directors. LAO PDR Nam Ngum 2 USD 1B investment Thai Firm Acting as an adviser to the Lenders Consortium in relation to a hydro-electric power project. International Counsel is Chandler. Value: USD 1B. Nam Theun 2 USD B investment International Lenders and Thai Lenders Acting as an adviser to the Lenders Consortium in relation to a hydro-electric power project. International Counsel is A&O and Chandler. Value: USD 1.2 to 1.5B. Sepon Copper Mine USD 300M loan Société Générale Acting as Lao Counsel in relation to the financing on a project finance basis of a copper mine in the South of Laos. Project Counsel for lenders is Norton Rose. Value: USD 300M loan. Nam Theun 2 USD 1.2B investment World Bank Acting as an adviser to the World Bank in relation to a Lao hydro-electric power project. International Counsel is Linklaters. Value: USD 1.2B. 4

5 Focus on Energy, Infrastructure and Finance SOUTH ASIA Simple and combined cycle 341MW IPPs Summit Group and GE Energy Advising the Summit Group and GE Energy on all aspects of their two 341MW simple and combined cycle IPPs in Bibiyana, Bangladesh (ongoing). Dual fuel simple and combined cycle IPP Summit Group and GE Energy Advising the Summit Group and GE Energy on all aspects of their 450MW dual fuel (HFO/gas) fired combinedcycle IPP in Meghnaghat, Bangladesh (ongoing). Recognition: really understands the complexities of project finance in an emerging market like Vietnam. (Legal 500 Asia Pacific 2013) "He has been in the region for a long time... He's also incredibly client-focused and ensures that we get the service we want from DFDL. Martin Desautels is well regarded for investment funds and project finance matters. He proves particularly popular with foreign banks. (Chambers Asia 2012) Clients agree that he is a "leading individual" in the regional legal market. (Chambers Asia 2011) Designated Leading Lawyer Banking/Energy & Infrastructure: Project Development Cambodia/Vietnam IFLR Leading Lawyer 2014 Banking & Finance Vietnam IFLR "It's an experienced team. They are accurate and diligent," says a peer. Managing partner Martin Desautels heads the banking and finance group, while partners Jérôme Buzenet and Hoang Phong Anh focus on M&A deals. Leading Lawyer 2014 Banking & Finance Cambodia IFLR In 2013, Managing Partner Martin Desautels has represented Agence Française de Développement in the financing of water treatment infrastructure in the Phnom Penh area and prepared a financing document and provided advice on conditions applicable to financing granted to a listed company, reviewed a facility agreement and prepared a security package. The attorney has also advised Citelum on all aspects of its project in relation to the renovation and development of lighting services of the Municipality of Phnom Penh, including drafting and negotiating a build-operate-transfer (BOT) contract. Key Individual 2013 Banking & Finance Vietnam Chambers Asia Pacific 2013 Head of the banking and finance department, Martin Desautels "delivers to-the-point advice," and impresses clients with his "level of knowledge and sensitivity in complicated transactions." He is experienced in financing transactions across the Mekong region. 5

6 Leading Lawyer 2014 Vietnam Asia Law 2013 Key lawyers include managing director Jérôme Buzenet, who is described by peers as a very confident negotiator and is highly regarded for his skills in capital markets and M&A, partner Thierry Gougy, whose practice focuses on M&A, and Martin Desautels, known for his expertise in banking and project finance. Desautels is also a key partner at the firm s Phnom Penh office. Leading Lawyer 2013 Financial & Corporate Vietnam IFLR Regional head and partner L-Martin Desautels is also a leading figure in project finance throughout the region, and splits his time between Vietnam and Cambodia. Leading Individual 2012 General Business Law Cambodia Chambers & Partners Asia Pacific 2012 Martin Desautels is well regarded for investment funds and project finance matters. He proves particularly popular with foreign banks. Commentators report: "He has been in the region for a long time and has very deep knowledge and experience of the sectors and ministries here. He's also incredibly client-focused and ensures that we get the service we want from DFDL. Leading Individual 2011 General Business Law Cambodia Chambers & Partners Asia Pacific 2011 Martin Desautels is the managing director of the Cambodia office and clients agree that he is a "leading individual" in the regional legal market. His work highlights include advising the Royal Government of Cambodia on the implementation of power sector reform and on private participation in infrastructure projects. Leading Individual 2011 General Business Law Cambodia Chambers & Partners Asia Pacific 2010 Martin Desautels specialises in project financing and infrastructure work. He regularly acts for lenders, and has gained recognition within the legal community for his "profound understanding of banking law in Cambodia." Languages: Speaking Reading Writing FRENCH Excellent Excellent Excellent ENGLISH Excellent Excellent Excellent VIETNAMESE Basic Basic Basic KHMER Basic None None BANGLADESH DHAKA bangladesh@dfdl.com CAMBODIA PHNOM PENH cambodia@dfdl.com INDONESIA JAKARTA indonesia@dfdl.com LAO PDR VIENTIANE laos@dfdl.com MYANMAR NAYPYIDAW YANGON myanmar@dfdl.com SINGAPORE SINGAPORE singapore@dfdl.com THAILAND BANGKOK thailand@dfdl.com PHUKET phuket@dfdl.com SAMUI samui@dfdl.com VIETNAM HANOI hanoi@dfdl.com HO CHI MINH CITY hcmc@dfdl.com