Adviser Profile Name: Position: Location: Experience: Nationality: Thierry Gougy Senior Counsel Singapore 20 years French Curriculum Vitae Membership in Professional Societies: Member of the Paris Bar Registered with the Ministry of Justice of Vietnam Registered Foreign Lawyer (Singapore) Key Qualifications: Thierry is a French qualified lawyer with more than 20 years of experience on foreign investment, M&A, infrastructure projects as well as taxation. Thierry started his career at leading firms in Paris as a corporate and M&A lawyer and was posted in Southeast Asia by Gide Loyrette Nouel in 1998. Having worked in Asia for 14 years, he has gained extensive experience in projects and transactions, notably in the Greater Mekong region. Prior to joining DFDL in 2007, Thierry was the Managing Lawyer for the Hong Kong and Guangzhou offices of a French law firm. He was the Managing Partner of the Vietnam offices of DFDL for six years. In 2014, he relocated to Singapore to head the regional Corporate and M&A practice of the firm. Thierry attended Paris Dauphine University where he studied International Business Administration and Paris Assas- Pantheon University where he obtained a Master degree in Business Law. He is a graduate of the Paris Institute of Political Studies (Sciences Po). Education: 1995 Paris Bar School (EFB) Attorney at Law qualification (CAPA) 1993 Master Degree in Business Law University of Paris Assas Pantheon Master Degree in International Business (with honors) University of Paris Dauphine 1992 Bachelor's Degree in Business Law (with honors) University of Paris Assas Pantheon 1991 Bachelor's Degree in Business and Administration Institute of Political Studies (Sciences Po) University of Paris Employment Record: DFDL, Singapore Present Senior Counsel Excellence. Creativity. Trust Since 1994 DFDL Singapore Pte. Ltd. t: +65 6325 0580 61 Robinson Road, #12-03 Robinson Centre f: +65 6325 0585 SINGAPORE 068893 e: singapore@dfdl.com Company Registration 25360C www.dfdl.com 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 P H I L I P P I N E S * S I N G A P O R E T H A I L A N D V I E T N A M *DFDL collaborating firms
DFDL, Singapore (May 2014 July 2016) Ho Chi Minh City, Vietnam (May 2007 Apr 2014) Partner Registered Foreign Lawyer; Head of M&A Working with a team of 20 legal and tax professionals advising on foreign direct investment, distribution and retail, real estate, M&A and private equity, infrastructure projects, taxation and general commercial practice related to clientele s activities. Assisting a Thai public oil company for the acquisition of a solvent business in Vietnam; Assisting various private equity investment funds on various transactions in Vietnam; Assisting a real estate investment fund on various M&A transactions in Vietnam; Assisting a local company in relation to the sale of a majority interest in an automotive and heavy equipment import and distribution company; Assisting an Australia-listed investment fund on the acquisition and development of a bio-fuel project in Vietnam; Assisting a leading outdoor advertising company for the development of their operation in Vietnam, including purchasing a stake in a joint venture company; Assisting the sponsor of a USD 120 million bio-ethanol project on legal and regulatory issues; Advice for the formation of oil & gas and technology private equity investment funds; Assisting Sodexo for their operation in Vietnam; Assisting a major international retail group for the development of their operation in Vietnam; Assisting a leading French bank for the development of a consumer credit network in Vietnam; Adviser to a leading European aerospace and defense company for their day-to-day activities in Vietnam, including industrial partnerships and sale of equipment; Assisting Hermès International for the distribution of luxury products in Vietnam; Adviser to a leading publishing company for the licensing and editing of a feminine magazine; Adviser to Rhodia-OneCarbon for a biogas joint venture project; Assisting Siam Cement Group for a multi-million petrochemical joint venture project; and Adviser to a joint venture between Canal Overseas and Vietnam Television for the launching of a satellite TV package. LEFÈVRE PELLETIER & ASSOCIÉS, Hong Kong SAR, China (Mar 2005 Apr 2007) Managing Lawyer Assisting the firm for its development in Hong Kong and China. Advising foreign and local investors on legal and commercial aspects of doing business in Hong Kong and China. Adviser to Longchamp for the acquisition of their distributor in Hong Kong and China; Adviser to a Hong Kong and China publisher in relation in relation to the sale of its business to a Singapore listed company; Assisting a leading international engineering company on tax and investment issues in relation of the implementation of a railway construction project in Southern China; Assisting a producer and retailer of food products for the setting up of a joint venture company in China; Adviser to the CEO of luxury brand Shanghai Tang on corporate and distribution issues; Assisting a leading French packaging company in their operation in Hong Kong and Mainland China; Assisting a luxury products subcontractor in the development of their activity in Mainland China; Assisting a regional group for the sale of a majority interest in a leading trucks and heavy equipment trading company in Hong Kong and Vietnam; and Assisting a local lighting and electrical equipment manufacturer for the distribution of their products in the EU. 2
PRICEWATERHOUSECOOPERS, Hanoi, Vietnam (Mar 2005 Mar 2005) Managing Lawyer Advising foreign and local investors on legal and commercial aspects of doing business in Vietnam and Cambodia. Assisting the Government of Vietnam in various donor-funded projects. Liaising with Government authorities at central and local levels. Restructuring of three State Corporations (on-going) legal adviser for the restructuring and conversion to holding companies of three leading Vietnamese conglomerates, Vinatex, Vinacafe and Seaprodex; Restructuring of Vietcombank (first commercial bank in Vietnam) legal adviser for the restructuring of VCB s corporate organization in the perspective of its privatization and listing; Incombank Technical Twinning legal adviser for a technical twinning project between a leading Vietnamese bank and ING; Advising a leading operator in the hospitality business on the restructuring and consolidation of their projects and assets in Vietnam through a holding company structure; Advising a major Japanese industrial company on labor and corporate matters; Advising to a leading European telecom company on tax and labor matters; Assisting a leading US express courier company for the establishment of their joint venture in Vietnam; Preparing the SME sector development program in Vietnam international legal expert for the technical assistance team; JICA foreign direct investment promotion project identification of the legal impediments to the promotion of foreign investment in Vietnam; and PetroVietnam - training key officers on cross-border M&A practice. CABINET NACIRI & ASSOCIÉS, Casablanca, Morocco (Nov 2001 Mar 2003) Partner Partner at Law Preparing a development plan aimed at ensuring long-term competitiveness with the responsibilities to: Identified work opportunities and profitable niche activities on the market; Recruited foreign lawyers; Trained and supervised local and junior foreign lawyers (10 professionals); and Developed relationships with professional associations (the firm was admitted in the Lex Mundi network in 2002) and foreign law firms. Main areas of practice and activities: Advised foreign and local investors on all legal and commercial aspects of doing business in Morocco; and Drafted and negotiated contractual documentation in relation to M&A, project financing and investment. Group Finance.com adviser to the holding company of third leading Moroccan private group (bank, insurance, media, cinema, high technology, agro-industry) on all legal aspects of their activities, including M&A, corporate finance, commercial, IT, etc.; Tahaddart power plant (384 MW) adviser to the international lenders (KfW); Tangiers wind farm (110 MW and 160 MV) adviser to the sponsors (Enercorp); Heineken/SBM assisted Heineken in the take-over of Société des Brasseries du Maroc; Privatization of the Moroccan tobacco monopoly adviser to Philip Morris International; Maklada privatization adviser to Sonasid (leading Moroccan steel manufacturer) for the privatization of steel industry units in Tunisia; SAMIR financing adviser to Samir for a USD 1 billion oil refinery rehabilitation project; Meditel local financing adviser to the second local mobile phone operator for a local financing of EUR 200 million; Somepi/Samir adviser to Somepi (oil company) for an internal restructuring and the sale of a stake of 40% to Samir (subsidiary of Corral, holding the monopoly of the oil refinery in the Kingdom of 3
Morocco); Lazrak fund: adviser to the manager of the first Moroccan real estate investment fund, including drafting and negotiating the contractual documentation; Gespac IPO: adviser to a French listed company for the listing of its Moroccan subsidiary on the Casablanca stock exchange; IFC/PVMTI adviser to IFC for the implementation of a micro-finance project; and Fastway courier franchise adviser to the national master franchise. GIDE LOYRETTE NOUEL, Hanoi, Vietnam Bangkok, Thailand (1999 2001) Senior Lawyer Regional head of the ASEAN practice group Developed the activities of the local branch office in Vietnam and in the neighboring countries (Thailand, the Lao PDR, Cambodia) notably through the setting up of a network of correspondent law firms on a regional scale. Main areas of practice and activities: Advised foreign investors on legal, commercial and financial aspects of doing business in Vietnam, Thailand and the Lao PDR; Drafted and negotiated legal documentation for M&A, joint venture and BOT projects, privatizations and various commercial transactions; and Liaised with the relevant government agencies. Technical assistance from the Government of France for strengthening the Department of Aviation and the commercialization and development of private participation options for provincial airports, Thailand; Restructuring of the banking sector, Vietnam consulting services to the State Bank of Vietnam for the reorganization of State-owned commercial banks and joint-stock banks and for the creation of an assets management company; Phu My 2.2 power project (700 MW), Vietnam adviser to the sponsors of a combined gas-fired power plant BOT project; Lao Tobacco Company, the Lao PDR adviser to Imperial Tobacco for the privatization of the Lao tobacco monopoly; Lao Brewery, the Lao PDR adviser to the Government of the Lao PDR for the disposal of its shareholding in the country brewery; TotalFina refinery, Vietnam adviser to the investor for the construction and development of a bitumen refinery; Acquisition of Hanoi International Hospital, Vietnam adviser to the purchaser; and Study Tour on BOT Projects, China organization of a WB-financed study tour on BOT for key Vietnamese officials. GIDE LOYRETTE NOUEL, Paris, France (1997 1999) Attorney at Law M&A Department Drafted and negotiated contractual documentation relating to acquisitions, mergers, in-off, creation and incorporation of companies and joint ventures. Advised clients of the firm on general corporate matters and litigation and dispute cases. LEBRAY GAILLOT & GRAVEL, Paris, France (1995 1997) Attorney at Law Commercial and Corporate Department Advised clients of the firm on general commercial law matters including corporate, M&A, distribution, litigation. CMS BUREAU FRANCIS LEFEBVRE, Paris, France (1994) Lawyer International Department Assisted clients on various cross-borders transactions and commercial operations including tax advice and drafting joint-venture contracts, industrial and commercial co-operation agreements. 4
Recognition: DFDL Notable M&A Vietnam IFLR 1000 2014 Partner Thierry Gougy, previously at Gide Loyrette Nouel, has advised The Norwegian Investment Fund for Developing Countries on a USD 15 million cross-border loan to Techcombank. "Thierry is sensitive to information and provides complete advice," a client says. Leading Lawyer Vietnam Asia Law Key Individual Technology Media Telecoms Vietnam This international firm offers comprehensive expertise in the Vietnamese telecoms and media sector. Sources note its ability to handle both large transactional projects and complex regulatory work. DFDL can also cater for regional mandates given its footprint throughout the Mekong region and Asia. Thierry Gougy is a key client contact at the firm. Key Individual M&A Vietnam This experienced team has a robust standing in the market and advises across the entire commercial spectrum, regularly handling mandates relating to M&A, corporate finance, joint ventures and private equity transactions. The firm's client roster features names such as Metacor International, Sodexo and Aperam. Sources say: "The firm has a strong regional footprint and expertise in emerging/frontier markets." Experienced regional partner Thierry Gougy heads the M&A group. He represented Siam Cement in the acquisition of a holding group of three foreign-invested Vietnamese packaging companies. DFDL Band 2 M&A Vietnam DFDL s practice primarily acts for international clients, including private equity firms, investment funds and industrial companies. Thierry Gougy led the advice to Open Asia (in a franchise joint venture with Maxim s Group) relating to the entry of Starbucks into Vietnam, and the opening of a flagship store in Ho Chi Minh City. DFDL Band 2 M&A Vietnam Thierry Gougy heads the M&A group. He represented Siam Cement in the acquisition of a holding group of three foreign-invested Vietnamese packaging companies. DFDL Tier 3 M&A Vietnam 2012 Thierry Gougy is recommended and has notable practice in employer side labour and employment advice. DFDL Band 2 M&A Vietnam 2012 Thierry Gougy is sought after for his commercial expertise and knowledge of the Asian markets. He focuses on M&A and privatizations. 5
DFDL Band 2 M&A Vietnam 2011 Managing Partner of the Vietnam office, Thierry Gougy brings to the table much experience of Asian markets. He is particularly skilled in M&A and privatizations. DFDL Tier 3 M&A Vietnam DFDL provides good quality legal advice...thierry can be relied on at any time. DFDL Band 3 Banking & Finance Vietnam Thierry Gougy provides solid and valuable support. DFDL Tier 2 Projects & Energy Vietnam The "very good" Thierry Gougy and fellows Martin Desautels and Phong Anh are recommended. DFDL Tier 2 Real Estate Vietnam DFDL's "good to excellent team" represents clients such as JSM Property Indochina, American Real Estate Partner and Comin Asia. Partners Phong Anh and Thierry Gougy are recommended. Languages: Speaking Reading Writing French Excellent Excellent Excellent English Excellent Excellent Excellent German Basic Basic Basic Vietnamese Basic Basic Basic Mandarin Basic Basic Basic BANGLADESH Dhaka bangladesh@dfdl.com CAMBODIA* Phnom Penh cambodia@dfdl.com * DFDL collaborating firms INDONESIA* Jakarta indonesia@dfdl.com LAO PDR Vientiane laos@dfdl.com MYANMAR Naypyidaw Yangon myanmar@dfdl.com PHILIPPINES* Manila info@ocamposuralvo.com SINGAPORE singapore@dfdl.com THAILAND Bangkok Samui thailand@dfdl.com Phuket phuket@dfdl.com VIETNAM Hanoi hanoi@dfdl.com Ho Chi Minh City hcmc@dfdl.com