allenovery.com Our Myanmar Credentials

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1 allenovery.com Our Myanmar Credentials

2 2 Myanmar Asia Pacific Table of contents Allen & Overy in Myanmar 3 Myanmar practice group 4 Our Myanmar credentials 5 Our engagement in Myanmar 10 Allen & Overy LLP 2017

3 3 Allen & Overy in Myanmar Since the re-emergence of Myanmar into the international community, Allen & Overy has focused on establishing a presence and understanding of the legal and practical framework of executing investment strategies in Myanmar. This has resulted in us working on a number of completed and on-going high profile matters for clients who are looking to enter, or have successfully entered, the market. We established our Yangon office in 2013 as the first international firm, which is staffed by our on-theground international lawyers and local government relations team. They are supported by a dedicated team of sector specialists made up of partners and lawyers from the firm s ASEAN offices* as well as from Tokyo, Sydney, Perth, New York and London. The firm also boasts one of the foremost international arbitration practices in Asia Pacific and are able to provide top-tier advice and assistance in relation to disputes. We are advising clients across all active sectors including telecoms, banking and financial services, energy and power including oil and gas, infrastructure, real estate, manufacturing and consumer goods. We also regularly engage with the Myanmar government, including recent assistance with the drafting of the Myanmar Arbitration Law. allenovery.com

4 4 Myanmar Asia Pacific Myanmar practice group Ranked Band 1 in Myanmar Chambers Asia-Pacific 2017 Ranked Tier 1 in Myanmar for Energy & Infrastructure and Financial & Corporate IFLR CORPORATE James Mythen Simon Makinson Head of Myanmar Practice and Corporate Counsel BANKING AND PROJECT FINANCE Stephen Jaggs Head of Banking and Project Finance, Myanmar David Norman Counsel GOVERNMENT LIAISON Win Ma Ma Aye Government liaison and Head of Operations Chris Burkett ARBITRATION Associate Ayesha Thapar Associate Nonnabhat Paiboon Associate Allen & Overy LLP 2017 Counsel Chris Bishop Senior Associate Joshua Set Paing Htet Sarah Wilson Matthew Hodgson Partner Sheila Ahuja Counsel Joanne Lau Associate Senior Associate Als Scrope Associate Jessica Lee Associate

5 5 Our Myanmar credentials Ranked Band 1 in Myanmar Chambers Asia-Pacific 2017 Ranked Tier 1 in Myanmar for Energy & Infrastructure and Financial & Corporate IFLR Allen & Overy is one of the most active firms, and one of the firms most committed to building its reputation here in Myanmar. Chambers Asia-Pacific 2017 Probably the best in the country, Allen & Overy s team of lawyers on the ground in Yangon and in its Bangkok office has access to key decision makers. The Legal 500 Asia-Pacific 2017 Allen & Overy s outstanding Myanmar practice displays very deep knowledge of complex Myanmar law issues, and excellent negotiation skills, as well as a strong commitment to the country. The Legal 500 Asia-Pacific 2015 Market-leading international practice comprising on-the-ground and overseas practitioners with a wealth of experience in Myanmar. Especially well placed to handle financing and M&A mandates from its Yangon office, with additional capacity on hand through its regional platform. Chambers Asia-Pacific 2017 Continues to enjoy a sterling reputation in the telecoms sector, with a rising profile in banking, real estate and power sector work. Chambers Asia-Pacific 2017 They have done very well. They ve got a lot of good deals in the country at the moment They have a very strong presence here. Chambers Asia-Pacific 2017 allenovery.com

6 6 Myanmar Asia Pacific Our sector highlights in Myanmar ENERGY A French multinational integrated oil and gas company with respect to producing a feasibility study on the regulatory framework of Myanmar s electricity market. IFC Advisory as bid coordinator for the Myingyan IPP project, the first power project to be procured through an international standard bidding process in Myanmar since the country s economic re-opening. A potential purchaser of a power project in Myanmar on due diligence and all aspects of its proposed purchase. A consortium of sponsors in relation to a proposed gas-fired power project in Myanmar. ADB in relation to providing support to the Ministry of Electric Power in connection with the preparation of a model Power Purchase Agreement for use on IPP projects in Myanmar. ADB in connection with advice for Myanma Electric Power Enterprise and the Ministry of Electric Power in relation to the power purchase agreements for: two proposed 50MW gas-fired power plants in Ywama, Myanmar; a proposed 50MW gas-fired power plant in Hlawga, Myanmar; and a proposed 121MW gas-fired power plant in Ahlone, Myanmar. INFRASTRUCTURE A Japanese consortium on all aspects of its winning bid to develop Hanthawaddy International Airport, with work undertaken including the review and negotiation of the applicable framework agreement to be entered into by the consortium and the Myanmar Government, along with advising on the structuring of the deal, financing arrangements, Memorandum of Agreement (MOA), land use rights and structuring and producing a concession agreement (ongoing). ADB on a USD100 million credit facility for Yoma Strategic Holdings Ltd. (Yoma) which will support on-going investment by Yoma in connectivity projects in Myanmar in a number of sectors, including telecommunications, transportation, logistics and education. IFC and ADB on a proposed secured debt and equity investment into the Yoma Central project a ten acre mixed residential, retail and office space development in Yangon (ongoing). A global marine and inland terminals operator on a proposed investment in one of Myanmar s main river ports. Allen & Overy LLP 2017

7 7 LAND & REAL ESTATE Telenor on its own account real estate work and in relation to the build out of the network in Myanmar. A European Embassy and international property consultant in relation to a new embassy site. A Singaporean property company on its potential investment into a major mixed use development in Yangon that is under construction. An exclusive hotel management company in relation to its operations in Myanmar. A private equity client on its investments in tourism related assets in Myanmar. OIL & GAS The Lender to a Chinese corporation on the proposed acquisition financing of an investment in a large-sale oil and gas project in Myanmar. A multinational energy company on the purchase of a stake in the proposed concessionaire for a LNG receiving terminal. A sponsor/shareholder in relation to its bid for the Yadana Gas Project, a contract for the three-in-one downstream petrochemical project involving a gas terminal, 300MW combined gas-fired power plant and a fertilizer plant in Kyaikta, Myanmar. A potential investor in a proposed LNG receiving terminal and associated infrastructure including an FRSU. A contractor to a multi-national oil exploration company in respect of drilling contracts and daily business in Myanmar. A Japanese investor in relation to a farm-in to an offshore exploration block in Myanmar, including review of the PSC and negotiation of the JOA and JV documents (ongoing). TELECOMMUNICATIONS Telenor on its successful bid for one of two new mobile telecommunications licences in Myanmar. We have conducted all legal work relating to the grant of the licence and build out and operations of the Telenor entity in Myanmar. Telenor in relation to the establishment of an online payment service provider for e-commerce in Asia. Telenor in relation to the establishment of a joint venture with a private Myanmar bank for the provision of mobile banking services in Myanmar. Co-operative Bank, as onshore security agent, in relation to an USD85m non-recourse secured financing to Pan Asia Majestic Eagle Limited (an independent provider of telecommunications infrastructure) to support its roll-out of tower-site infrastructure in Myanmar. This was the first-ever, non-recourse, crossborder financing in Myanmar. allenovery.com

8 8 Myanmar Asia Pacific FINANCIAL SERVICES ANZ Banking Group in relation to establishing operations and foreign bank branch licence registration in Myanmar and on all related banking documentation. Two multi-national banks in relation to opening representative offices in Myanmar. A global insurance broker in relation to opening a representative office in Myanmar. A global financial institution in relation to a margin loan for a Myanmar related entity. A large Japanese financial institution on the regulatory and procedural frameworks for financial institutions, monetary controls and undertaking financial transactions in Myanmar, including advice on foreign currency remittances. A financial institution in relation to its entry into ISDA transactions with a Myanmar entity. A financial institution in relation to the provision of trustee services and the associated regulatory environment in Myanmar. Private equity houses and venture capital funds on their proposed investments in both start-ups and established businesses in Myanmar. AVIATION The ECAs and commercial lenders on the refinancing of an aircraft on lease to a Myanmar airline. A commercial lender on an aircraft operating lease financing under which an aircraft was leased to a Myanmar airline. An operating lessor (as purchaser) on the sale and leaseback of multiple aircraft with a Myanmar airline (as seller and lessee) and putting in place associated financing for the purchase of such aircraft. An international aerospace manufacturer on the legal and regulatory framework for the use of consultants and intermediaries in several ASEAN jurisdictions, including Myanmar. An international aerospace manufacturer on the legal and regulatory framework for establishing certain after sales operations in Myanmar. SANCTIONS/REGULATORY Several clients in relation to sanctions affecting Myanmar prior to, at the time of and following relaxation of EU and U.S. sanctions. A Japanese trading house in relation to U.S. and EU sanctions issues, SDN issues and FCPA due diligence. Several multinational clients in relation to issues of doing business in Myanmar in light of the then remaining U.S. sanctions and the SDN list. Allen & Overy LLP 2017

9 9 FMCG/RETAIL/IMPORT/DISTRIBUTION A Danish multinational on its proposed production and distribution joint venture in Myanmar. A Dutch multinational on its proposed production joint venture in Myanmar. An international retailer on the legal and regulatory framework for establishing operations in several ASEAN jurisdictions, including Myanmar. A regional ASEAN retailer on the legal and regulatory framework for establishing operations in Myanmar. An international equipment manufacturer on the import, sale and service of equipment into Myanmar in light of the amended Foreign Investment Regime. A Japanese electronics company in respect of laws and regulations relating to recruitment and labour issues in Myanmar. An international logistics and services company on establishing operations in Myanmar. MANUFACTURING An international motor manufacture on legal issues in relation to Myanmar. An international manufacturer on the purchase of a Myanmar company. A multinational brewing and beverage manufacturer on its proposed acquisition of a significant stake and subsequent joint venture relating to a large-scale Myanmar beverage company. allenovery.com

10 10 Myanmar Asia Pacific Our engagement in Myanmar In addition to our on-deal experience, our engagement in Myanmar includes spending significant time and resources assisting with efforts to build capacity and up skill key stakeholders within the private and public sector and to encourage responsible investment. This includes: Providing workshops and seminars to various ministries, including the Directorate of Investment and Company Administration (DICA), the Ministry of Planning and Finance (MOPF), the Ministry of Electricity and Energy (MOEE), the Union Attorney General s Office and the Supreme Court on a variety of topics including arbitration, privatisation, PPPs, power projects and infrastructure development. Being a founding member of the UK- Myanmar Financial Services Task Force alongside the British Government (UKTI), Standard Chartered and Prudential in assisting the Myanmar Government in the development of the financial sector in Myanmar with an emphasis on corporate governance. Supporting the establishment of the British Chamber of Commerce of Myanmar through participation on the executive/steering committee and being a founding member. Advising a UK based charity on establishing a presence in Myanmar to promote the UN Guiding Principles on Business and Human Rights. Providing a series of workshops for the Union Attorney General s Office on topics from international arbitration to power projects and company law reform. Providing the Allen & Overy International Finance and Corporate Course (IFCC) at Yangon University and Dagon University. Allen & Overy LLP 2017

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12 FOR MORE INFORMATION, PLEASE CONTACT: Yangon Allen & Overy Limited Suite 539/540 Inya Lake Hotel 37 Kaba Aye Pagoda Road Mayangone Township Yangon Myanmar Tel Fax Myanmar_Enquiries@allenovery.com Contacts Simon Makinson Partner Head of Myanmar Practice Stephen Jaggs Partner Banking/Projects Chris Burkett Senior Associate Myanmar Sarah Wilson Counsel Banking/Projects Tel simon.makinson@allenovery.com Tel stephen.jaggs@allenovery.com Tel chris.burkett@allenovery.com Tel sarah.wilson@allenovery.com James Mythen Counsel Corporate Sheila Ahuja Of Counsel Arbitration Joshua Set Paing Htet Associate Myanmar Win Ma Ma Aye Head of Operations Myanmar Tel james.mythen@allenovery.com Tel sheila.ahuja@allenovery.com Tel Tel joshua.htet@allenovery.com Tel Tel winmama.aye@allenovery.com GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,400 people, including some 554 partners, working in 44 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Bucharest (associated office) Budapest Ho Chi Minh City Hong Kong Moscow Munich Seoul Shanghai Antwerp Casablanca Istanbul New York Singapore Bangkok Barcelona Doha Dubai Jakarta (associated office) Johannesburg Paris Perth Sydney Tokyo Beijing Düsseldorf London Prague Warsaw Belfast Bratislava Frankfurt Hamburg Luxembourg Madrid Riyadh (cooperation office) Rome Washington, D.C. Yangon Brussels Hanoi Milan São Paulo Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2017 CA allenovery.com