Doing Business in the MENA REGION Gary Watts – Partner & Head of Corporate Commercial Ahmed Ibrahim – Partner & Head of Equity Capital Markets May 2015

MARKET OVERVIEW

Market Overview Business conditions in the Arabian Gulf. Growth Drivers in the Arabian Gulf. MSCI Index. Key Jurisdictions: UAE, KSA, EGYPT. 2

ACCESS TO UAE MARKET

4 Access to the UAE Market Foreign Direct Investment (“FDI”) “Soft” access to the UAE market through agency arrangements (“Agency Arrangement”) Ad hoc Contractual Arrangements (“General Contracts”)

FDI

Conduct of Due Diligence – Challenges compared to western jurisdictions Ownership restrictions – UAE Nominee arrangements Free Zones – KSA – Egypt Types of corporate vehicles – LLC requirements 6

FDI Joint Stock Companies requirements – Branch offices Local Management in Joint Stock Companies – Liberal approach vs. Local majority Corporate veil - Exceptions – Accuracy of prospectus – In-Kind contribution – LLCs – more than 50 members – Doing business without legal entity Taxation 7

AGENCY ARRANGEMENT

Agency Arrangement Appointment of local agent Access to the market Registration of Agency – Consequence of Registration What can manufacturers do to protect their position. 9

GENERAL CONTRACTS

General Contracts Right to litigate Choice of governing law Dispute Resolution. – Foreign courts - enforceability of foreign Judgments – Arbitration Abuse of right – Duty of Good Faith Exclusion of Liability Enforcement of Foreign Judgments. 11

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