OVAIS AHMEDSelected Transactions

1. Project Financing (lender side): Advised Overseas Private Investment Corporation (OPIC) and International Finance Corporation (IFC) together with a consortium of local Pakistani banks in connection with their recent financing of three wind power projects of approximately 50MW each in Province of Sindh, Pakistan, i.e. Master Wind Energy Limited ($133 million), Tenaga Generasi Limited ($130 million) and Sapphire Wind Power Company Limited ($127 million). Negotiated and settled the facility and security documents (in the Master Wind project the PKR portion was disbursed under an Islamic "Musharaka" financing model), advised on the structure, documentation and security arrangements relating to the issuance of the seller letters of credit required to be delivered to the off-taker (including reviewing all title documents to land that formed the secured assets) and issued all pre and post-disbursement opinions.

2. Project Financing (lender side): Advised Asian Development Bank, Korea Eximbank and the Islamic Development Bank in connection with their financing of Patrind Hydropower, a 147MW hydropower project located in Azad Kashmir, shortlisted for the “Project Finance Deal of the Year 2013” award by International Financial Law Review. My involvement included carrying out a comprehensive due diligence and risk analysis in respect of all project documents (off-take agreement, implementation agreement and water use agreement), land title documents and advising on Pakistan exchange control and tariff regulations.

3. Project Financing (borrower side): Advised the sponsors of Pakistan’s first bulk coal, cement and clinker terminal being constructed at Port Qasim in relation to the finance facility of approximately $185 million (inclusive of a $95 million equity portion) provided by IFC and the OPEC Fund for International Development (OFID) together with a consortium of local Pakistani banks. Negotiated and settled the loan and security documents, the share subscription and shareholder’s agreements and provided Pakistan law and general drafting input on the EPC contract (based on the FIDIC form).

4. Project Financing (borrower side): Acted for International Power plc in connection with the $500 million financing of its 404MWcapacity expansion project in Pakistan (Uch-II), including extensive work on drafting, reviewing and negotiating all project documents (power purchase, fuel supply, EPC and O&M contracts) including both standard form and bespoke contracts designed to address complex legal issues arising from the use of shared facilities and a common fuel source (i.e. between Uch-I and Uch-II), providing Pakistan law input on the financing and security documents and advising on fulfilment of all conditions precedent up to financial closing.

5. Acquisition of shares (acting for target company): Acted for Pakistan International Container Terminal Limited, a public listed container terminal operating company in connection with the acquisition of a 35% stake by ICTSI Mauritius, including transaction structuring, drafting and negotiating the share purchase and shareholders agreements, advising on the public tender offer, escrow arrangements, issues relating to corporate governance and regulatory compliance including drafting and settling applications made to antitrust and port regulators.

6. Acquisition of shares (acting for acquirer): Acted for IFC in connection with its investments in various private sector projects in Pakistan including (i) a $67 million equity investment (for a 15% stake) in Bank AlFalah Limited, one of the largest private sector commercial banks in

Pakistan, (ii) Matco Rice Processing Limited ($4.5 million for 20%) and (iii) International Steels Limited ($6.4 million for 10%) Carried out due diligence on target companies, drafted and negotiated the transaction and security documents and opined on issues relating to securities and antitrust laws and compliance with mandatory disclosures and the public tender offer.

7. Divestments: Acted for clients in relation to the divestment of their businesses in Pakistan including (i) the Royal Bank of Scotland in the sale of its retail and commercial banking business, (ii) Shell in the sale of its downstream assets, including a publicly listed refinery and a LPG marketing and distribution company and (iii) International Power in the sale of its shares in two power generation companies, namely Kot Addu Power Company Limited (publicly listed) and Uch Power Limited (privately held). Carried out due diligence, advised on takeovers and competition laws, the public tender offer, security and underwriting arrangements, central bank and other regulatory approvals and generally drafted, reviewed and negotiated the transaction documents.

8. Mergers: Acted for Singtel in relation to the proposed merger of its mobile operator business in Pakistan with another operator (i.e. Mobilink), a first of its kind transaction in Pakistan. Lead a team of four associates to carry out a comprehensive due diligence to review and report on the telecom regulatory landscape in Pakistan and provided advice on ancillary corporate, contractual and employment matters as well as competition and other regulatory filings.

9. Joint Ventures: Advised The Hub Power Company Limited, Pakistan's largest independent power producer, in connection with its joint venture with China Power International, the largest state-owned electricity producers in China to construct a 1,320MW coal fired power plant at Hub, Balochistan. As lead associate working directly with the supervising partner, we created a customized joint venture agreement following protracted discussions with the client’s technical, commercial and finance teams and travelled with the client to Beijing to negotiate and finalize its contentious points including capitalization, events of default, duties/liabilities of the JV partners and lists of board and shareholder reserved matters.

10. General investment advice: (A) Advised PGNiG (the Polish national oil & gas company) on the optimal holding structure of its assets in Pakistan. Reviewed the Concession Agreement between the company and the President of Pakistan to investigate issues that could affect assignment of PGNiG’s rights thereunder and advised on the setting up of a branch office in Pakistan; and (B) Provided broad based investment advice to several Chinese and Korean investors in Pakistan's energy sector, including most notably (i) China EximBank and ICBC China (in connection with the proposed financing of the 873MW SK Hydro project), (ii) China Machinery Engineering Corporation (in connection with its proposed equity investment in a coal mine and mine mouth power plant in Pakistan's Thar region) and (iii) Korea Midland Power, Daelim Industrial Co. and Lotte E&C (in connection with their proposed equity investment in the Azad Pattan hydro power project). Carried out due diligence on target companies, prepared a comprehensive legal environment report summarizing the key legal and regulatory issues relating to the power sector in particular and foreign investment in general and recommended modes of entry to achieve tax efficiencies and repatriation privileges.

11. Regulatory reporting and compliance: (i) Advised Schlumberger, Walmart, Siemens, Schering-Plough and Abbott on the implementation and regulatory considerations of implementing various stock option plans and stock-based cash awards for their employees in Pakistan, including advice on securities, labor, exchange control and data privacy legislation, (ii) authored the Pakistan chapter for Baker & McKenzie’s Global Equity Helpdesk, an online subscription based analysis of the tax, legal and compliance considerations relevant to a multinational company’s

administration of several types of global equity plans, (iii) advised JP Morgan Chase, Citibank, Silicon Valley Bank and Bank of America on the tax and other regulatory requirements relating to the issuance of corporate cards to their employees/agents in Pakistan and (iv) advised Japan Tobacco International on the regulatory landscape for tobacco manufacturers, importers and sellers in Pakistan, including periodic reporting on legislative and industry developments.