Continued…

Muhammad Arif Saeed

Riyadh, Saudi Arabia

adejp3@r.postjobfree.com +966(0) 502411166

linkedin.com/in/muhammad-arif-saeed/

Personal Details:

DOB: 18-12-1967 • Civil Status: Married

Senior Legal Counsel

Proven success in legal practice development, team building and mentoring, managing key client relations, business development, spearheading and executing processes and forms to maximise speed and efficiency of legal transactions. Overall 22 plus years of corporate and commercial law experience in advising major clients on complex cross-border mergers & acquisitions and joint venture transactions, corporate structuring and re-organization, regulatory compliance in various business sectors and dealing with government regulators. Skilled in establishing and maintaining communication and collaboration across various business units, practice groups, legal departments and corporate functions to resolve business and risk management issues.

Professional Experience

AlDhabaan & Partners in Association with Eversheds Sutherland LLP, Riyadh, Saudi Arabia Partner, Head of Commercial & Projects, May 2012–Present

Management of all aspects of corporate and commercial legal practice for the firm in Saudi Arabia.

Deliver strategic legal consultancy services to major clients across the globe regarding M&A, joint ventures, private equity, capital markets, commercial agreements, renewable energy, company law and foreign investment laws.

Enable the clients to make strategic investment decision and assisting in relation to setting up, organising and re- organising and winding up of their corporate structures.

Lead and collaborate with cross-functional teams of lawyers to deliver exceptional legal services related to significant transactional and project work for major international, regional and local clients.

Steer development of projects practice, including renewable energy in Saudi Arabia.

(See attached experience and client portfolio)

Eaton Industries Middle East, Dubai, United Arab Emirates Acting General Counsel, July to Nov 2016 (Secondment)

Seconded to Eaton Industries Middle East as an acting regional general counsel covering all their Middle Eastern Office.

Advised the CEO and senior management committee on legal, compliance, and risk aspects of strategic business planning and expansion in Saudi Arabia.

Identified business, regulatory and legal risks and recommend practical alternatives that allow the group of companies to operate in compliance with applicable laws, rules and regulations.

(See attached experience and client portfolio)

Al Tamimi & Company, Advocates & Legal Consultants, Riyadh Office Partner, Head of Corporate & Commercial, Jan 2008–March 2012

Joined the firm to establish and manage corporate and commercial law practice in Saudi Arabia.

Managed key client relations, team building, knowledge development and supervision for delivery of legal services to key international and regional clients in both public and private sectors.

Handled major transactional work in the space of M&A, corporate governance, foreign investment law, construction, commercial law, capital markets, intellectual property, insurance, and compliance.

(See attached experience and client portfolio)

Hassan & Hassan (Advocates), 7D Kashmir Egerton Road, Lahore, Pakistan Partner, 2003 – 2007

Associate, 1997 - 2003

Advised major corporate clients on corporate and commercial laws, corporate governance, competition law and corporate secretarial matters.

Managed and supervised teams of lawyers to deliver corporate & commercial transactions.

Lead counsel for two out of the three stock exchanges in Pakistan.

Conventional energy projects practice development.

Commercial litigation.

(see attached experience and client portfolio.

Education and Credentials

Master of Laws (LL.M. - Commercial & Corporate Laws) London School of Economics and Political Science, University of London – United Kingdom Britannia (Chevening) Scholarship Award

Awarded with the coveted scholarship for fully funded postgraduate study in the United Kingdom Harvard Leadership Programme

Eversheds Sutherland in conjunction with Harvard Business School Postgraduate Diploma in Intellectual Property Laws (D.I.P.L.) Punjab University Law College, University of the Punjab, Lahore, Pakistan Bachelor of Laws (LL.B.)

Punjab University Law College, University of the Punjab, Lahore, Pakistan Bachelor of Arts (BA)

University of the Punjab, Lahore, Pakistan

Central Superior Services (CSS), Federal Government of Pakistan Qualified CSS examination and appointment with the Ministry of Interior, Government of Pakistan Academic Experience

Examiner - ACCA United Kingdom

Examiner for ACCA UK local variant of the Corporate and Business Law Developed syllabus and study guide/materials for the Pakistan Variant Paper, setting up of the examination papers, marking the examinations, holding seminars, and attended Examiners’ meetings. Teaching: Visiting lecturer (Company Law and Law of Contracts) for LL.B. and LL.M. programmes Visiting lecturer at the Quaid-e-Azam Law College and City law College, Lahore, Pakistan Visiting lecturer of Corporate & Business Law at the SKANS School of Accountancy, Lahore, Pakistan. Faculty Member at the University College Lahore, Pakistan for the external LL.B. programme of the University of London. Speaker and Panel Contribution

• Outlook Saudi Arabia 2010, Investment & Private Equity Forum, April 2010, Riyadh, KSA – Executing Successful IPO as a Private Equity Exit.

• Employment Stock Ownership Plans Seminar, March 2010, Riyadh, KSA - legal issues relating to structuring of long terms incentive plans (ESOPs) in KSA.

• Tokyo Seminar on Key Issue for Investment in KSA and the UAE, held in Tokyo in December 2010, co-sponsored by JETRO, JBIC, JOI and Nishimura & Asahi for Japanese investors.

• Panel member on MENA Renewable Energy Conference, held in Dubai in September 2012.

• Chaired the panel discussion at the Intersolar Middle East in Riyadh in October 2014.

• Presented at the Saudi Power (SASIA and Solar GCC Alliance), held in Riyadh in May 2015.

• Speaker at the Solar PV Trade Mission Saudi Arabia, held in Riyadh in November 2016.

• MESIA New Energy Conference 2017 delivered Webinar on Renewable Energy project development in Saudi Arabia.

• Panel member at the Workshop on Private PPA and Net-Metering Regulations opportunities in Saudi Arabia at the Saudi Chamber of Commerce 2018.

• Panel member at the roundtable organised by the Department for International Trade and the Saudi British Joint Business Council organised UK trade delegation to Saudi Arabia focusing on the renewable energy sector 2019.

• Covered Saudi Arabian Employment Law matters for Eversheds Sutherland network of USA clients during a roadshow in Seattle, San Francisco and Santa Clara in 2019.

• Presented to SABIC on structuring of projects and challenges under Net-Metering Regulations 2018 and establishing private PPA.

• Participated in several Panel discussions on renewable energy initiatives in Saudi Arabia. Publications

• Offering of Securities in the Kingdom of Saudi Arabia (The Law Update - May 2008)

• Due Diligence - Mere formality or need (The Law Update - August 2008)

• Structuring a Mergers & Acquisition Transaction in the Kingdom of Saudi Arabia (March 2010) Mergers & Acquisition in Saudi Arabia for Globe Business Law Publication, M&A in the Middle East, A Practical Regional Guide

(published in 2014)

• World Bank studies on Doing Business in Saudi Arabia over several years

• Co-authored article in Financier Worldwide Magazine ‘Cyber Security and Data Privacy Law in Saudi Arabia’. Experience & Clients

Mergers and Acquisitions / Joint Ventures

Corporate Structuring and Restructuring

Corporate Governance

Equity Capital Markets

Projects; Renewable Energy

Foreign Direct Investment

Compliance and Ethics

Commercial Contracts

Intellectual Property

IT and TMT Laws

Employment Law

Franchise and Distribution

Corporate - Mergers & Acquisition, Joint ventures

ABB (ASEA Brown Boveri) on their acquisition of specialised business unit assets of General Electric Company’s manufacturing concern in Saudi Arabia as part of a major global acquisition transaction.

Tronox Limited on the acquisition of the Titanium Oxide business of Saudi industrial giant Tasnee as part of a multi-million Dollars global acquisition transaction.

Arabian Agricultural Services Company (ARASCO), a Saudi Group of companies, in relation to spin off of business unit and sale of shares to Cargill Inc. to establish a joint venture in Saudi Arabia.

Arabian Agricultural Services Company (ARASCO) on the acquisition of a minority stake by Mérieux NutriSciences Corporation in IDAC.

Diagnostica STAGO, a French manufacturer of diagnostic medical equipment, in relation to their joint venture and acquisition of distribution business in Saudi Arabia.

Vallourec & Mannesman Tubes, a French group, in relation to a US$ 600M acquisition of 100% shares and business of Saudi Seamless Pipes Factory Company Limited, a subsidiary of Al-Zamil Group in Dammam.

Saudi Telecom (STC) on a substantial regional acquisition transaction for their pre-paid card businesses in Saudi Arabia.

Abdurahman Jamal Al Zamil Group of companies on corporate restructuring and sell-side advisory in acquisition of 60% shares by a key Saudi private equity house.

Evergreen Trade Inc., USA, as local counsel for the purchase/acquisition of two aircrafts from the Saudi Royal family.

Theeb Car Rental Company, in relation to sale of minority shares to Investcorp (a private equity firm) in Saudi Arabia.

Kansai Paints Middle East in relation to 100% acquisition of a manufacturing company in Saudi Arabia.

Al-DANA Group (owned by members of the Saudi Royal family) on the sale of the Mango franchise and assets in Saudi Arabia to Fawaz Al-Hokair group.

Essilor International in relation to the acquisition of business assets in Saudi Arabia.

Tomkins PLC in relation to a regional acquisition of business assets including of two Saudi entities (an LLC and an establishment), advising on structuring options, and drafting and negotiating asset purchase agreements and other transaction documents.

Drake & Scull International on corporate restructuring and an acquisition transaction in Saudi Arabia.

ABB (ASEA Brown Boveri) on re-organisation of their business entities in Saudi Arabia.

Neway Valves (Suzhou) Co. Ltd, restructuring of their joint venture business in Saudi Arabia.

Franks International in relation to restructuring of their joint venture in Saudi Arabia.

Kier Group on their exit as the shareholder of a joint venture company in Saudi Arabia.

Pall Corporation in relation to business structure and joint venture arrangements.

FMC Technologies in relation to joint venture in Saudi Arabia.

Interserve on joint venture and business restructuring in KSA.

DHL on business restructuring and joint venture arrangements in Saudi Arabia.

Specialised Medical Company in relation to a joint venture for setting up a pharmaceutical manufacturing facility in King Abdullah Economic City.

Al-Othman Holding Company in relation to a joint venture for setting up a hospital in the Eastern province.

Arabtech Jardaneh Group on establishing business presence in Saudi Arabia in a joint venture.

Permasteelisa Gartner Middle East LLC, FiberHome International, Al Ghurair Group, Alghanim Industries, ULMA Formworks LLC, Arxx Corporation, Aramex International Limited, Saybolt Saudi Arabia and a number of other clients on corporate structuring and setting up of their businesses in Saudi Arabia.

Deutsche Bank A.G. on corporate matters relating to the Gulf Home Finance (Palm Project) for setting up a home mortgage finance company in joint venture with Al Rajih in Saudi Arabia.

Kintetsu Worldwide Express in relation to a joint venture agreement, termination of agency arrangements and other corporate & commercial law matters in Saudi Arabia.

VP Bank, Switzerland on a joint venture in Saudi Arabia to set up a private wealth and asset management business.

Deyaar Development PJSC on sale and transfer of shares in a joint venture company and establishing a new real estate development entity in Saudi Arabia.

Deloitte Corporate Finance Ltd. in relation to structuring of a franchise business with GCC investors in Saudi Arabia.

Projects (Energy, Infrastructure, Education, Aviation and Healthcare)

Advised two consortia (involving Mitsubishi) in pre-bidding phase on the local law aspects and project documents risks in relation to Round Two of Renewable Energy Procurement & Development Office, Ministry of Energy for renewable energy projects procurement.

A consortium of Chinese and Saudi construction companies on Ministry of Housing project in Saudi Arabia.

Advised Mitsui in pre-bidding and bidding phases on local law aspects and project documents risks in relation to SAKAKA solar project procurement by REPDO in Round One.

A consortium led by NESMA in pre-bidding phase on local law aspects and project documents risks in relation to DAJ wind project procurement by REPDO in round one.

A global leader in air traffic control business on sub-contract in relation to future airspace control master plan project with the Saudi General Authority of Civil Aviation.

Abdul Rahman Saad Al Rashid & Sons Trading Company (ARTAR) on a bid for a USD 1.8 bn project by the Ministry of Interior KSA and assisting ARTAR in relation to the MOI contract and subcontracts with Thales and Boeing corporations.

Deutsche Bahn on regulatory and contractual arrangement concerning operation and maintenance of the Harmain Rail Project with Saudi Railways Authority.

Sumitomo Seika on matters relating to structuring options for Petro Rabigh II Project.

Advised Saif Power Limited in relation to US$ 200 million project financing facility from a syndicate of local and foreign banks for the setting up of a 225 Mega Watts combined cycle dual-fuel fired thermal power project in the province of Punjab, Pakistan. Involved in the negotiation of the financing and security documentation in liaison with the local and foreign legal counsels.

Involved as the local counsel in a major financial restructuring of Saba Power Limited in relation to HUBCO thermal power project based in Quetta, Pakistan, and working closely with Fulbright & Jaworski LLP.

A Saudi client on a District Cooling Concession Agreement with Emaar Economic City, the developer of the King Abdullah Economic City.

Amlak Finance PJSC, a UAE based real estate developer, on the Saudi real estate laws including a comparison of restrictions on investment in real estate sector on foreigners and GCC nationals.

Abengoa on issues related to the due diligence, rights acquisition, forms of contract, zoning, licenses, permits, financing, security, and FDI rules with regards to acquiring real estate assets in Saudi Arabia on which to develop clean energy projects.

Advised in relation to real estate buy-back transaction for Real Estate Facilities Co., a leading Kuwaiti based real estate investment company who were seeking to invest in a number of commercial units.

Nescot, Lincoln College, Oxford and other international colleges in relation to joint ventures and their agreements with the Colleges of Excellence under the TVTC procurement for vocational training and education programme.

Advised a Middle East based investor with respect to a joint venture with the Government of Punjab, Pakistan, for the establishment of a multimillion Dollar five star hotel project in Lahore.

Negotiated and closed a US$ 46 million Engineering, Procurement and Construction Contract with the China National Machinery & Equipment Import & Export Corporation for a thermal power generation plant being set up by Saif Power Limited in Pakistan. Negotiated and finalized Operations and Maintenance Contract and Long-Term Services Agreement with the team of General Electric Inc. n respect of a combined cycle thermal power plant in Pakistan.

Negotiated and finalized the security package/concession agreements, including the Implementation Agreement with the Government of Pakistan and Power Purchase Agreement with the Water and Power Development Authority of Pakistan in respect of Saif Power Limited’s 225 Mega Watts thermal power project in the province of Punjab, Pakistan.

Negotiated and finalized Gas Supply Agreement and Liquid Fuel Supply Agreement with the Sui Northern Gas Pipelines Limited and Shell Pakistan Limited respectively for Saif Power Limited for their combined cycle power project.

Drafted and negotiated a Power Purchase Agreement for Sapphire Electric Limited for the sale of electric power produced from an RFO based captive power plant to National Transmission and Dispatch Company Limited of Pakistan.

Member of a team advising the Ministry of Water & Power, Government of Pakistan with respect to the setting up of 550MW combined cycle power project by a Middle-East based investor. Involved in the drafting and negotiation of the Project Development Agreement in coordination with Clifford Chance, Dubai.

Advised the Water and Power Development Authority of Pakistan (WAPDA) on the privatization of its coal based power project in the province of Sindh, Pakistan. Capital Markets

Industrial Gate Company and HSBC Saudi Arabia (Financial Adviser) in a private equity placement transaction for raising SAR 320 million in private equity for a 6.5 sq. km. project for the development of an industrial estate in southern Riyadh with total project cost of SAR 1.2 billion.

Advised Riayd Capital on ISDA Master Agreement and equity SWAP agreements for investment in Saudi listed securities by non-GCC investors.

Advised Linklaters LLP on behalf of Oppenheimer Fund Inc. on CMA regulations and offering of securities in Saudi Arabia.

Advised Riyad Capital on a structure of a real estate investment fund under the CMA regulations.

Advised Morrison & Foerster in relation to limited offer (private placement) of securities under the CMA Offer of Securities Regulations.

Advised Akin Gump Strauss Hauer & Feld for one of their clients on offering interests in a real estate fund to investors in Saudi Arabia and reviewing a private placement memorandum.

Advised Carne Group on the CMA licensing requirements in relation to asset management business in Saudi Arabia.

Intellectual Ventures, Arendt & Medernach and a number of international funds in relation to offer of securities in KSA under the capital market law and regulations.

Legal advisor of Lahore Stock Exchange and Islamabad Stock Exchange.

Advised the Lahore Stock Exchange on corporatisation and demutualization pursuant to the guidelines issued by the Securities and Exchange Commission of Pakistan.

Advised Lahore Stock Exchange and Islamabad Stock Exchange on the setting up of a Unified Trading System, developed the Regulations governing the UTS and handled the entire legal framework for the successful establishment of the UTS. Advised the two stock exchanges on consolidation and revamping their existing regulatory framework.

Advised Lahore Stock Exchange on the Agreements for dual listing of companies and securities with Abu Dhabi Securities Market.

Extensive advisory services to Lahore Stock Exchange and Islamabad Stock Exchange on matters, both contentious and non-contentious, including regulatory matters pertaining to the Securities & Exchange Commission o Pakistan, trade and investment related disputes, members’ defaults and investor-member disputes.

Successfully represented Lahore Stock Exchange in cases before the Lahore High Court against delisting of listed companies.

Acted for Lahore Stock Exchange on a major case concerning market manipulation before the Securities & Exchange Commission of Pakistan.

Drafted laws and rules, including regulations and arbitration rules governing investor-member disputes for the stock exchanges.

Commercial

Advised Nokia in relation to Internet of Things solutions implementation under CITC Regulations in Saudi Arabia.

LEGO on their franchise arrangements in Saudi Arabia.

General Authority of Zakat & Income Tax (GAZT) in relation to in Digital Tax Systems for the new excise tax regime in Saudi Arabia.

Raytheon, International Systems Engineering, Thales, Cisco and a number of other international clients in relation to government procurement laws and drafting, reviewing and negotiating primary contracts and subcontracts.

Advised Thales on certain contractual disputes with Saudi Aramco, arbitration law, and a number of other commercial and corporate governance matters.

Boeing in relation to commercial and construction contracts in Saudi Arabia.

SNC Lavalin and Amazon in relation to various regulatory and commercial law matters in Saudi Arabia.

Citibank on registration of aircrafts and perfecting mortgage in relation to aircraft financing in Saudi Arabia.

Amazon, SPX, Tyco, Thales, BAE Systems, Ericsson, Emerson, Siemens, AMC Cinemas, Rolls Royce, Total Safety, Cisco and a number of other international clients on employment and labour law matters.

Advised Kellogg’s, Abbotts, Sony, Marcello Crane, Orange, Texas Instruments, Pentair, Procter & Gamble, Reckitt Benckiser, Unilever, Hitachi Corporation, Aston Martin, Cummins Limited, Coolerado Corporation

(USA), Mitsui & Co. Ltd., Toshiba Tec Corporation and Mitsubishi Corporation and other international and regional clients on distribution and commercial agencies arrangements in Saudi Arabia.

Counselled Cisco, JLL, L3 Communications and other international clients in relation to lease arrangements with various developers in KSA.

Advised Wyeth Pharmaceuticals, Sandoz and Aspen Healthcare FZC on distributorship arrangements in pharmaceutical sector.

Employees Stock Options and Investment Schemes

Falcom Financial Services in relation to employment stock ownership plans and drafting documentation in this regard on behalf of a listed Saudi entity.

Autodesk Inc., USA, through Skadden, Arps, Slate, Meagher & Flom LLP on offering of Restricted Share Units, Stock Option Plan and Stock Purchase Plan to its employees in Saudi Arabia.

Saudi Tadawi Company for Health Care and Abraj Capital on structure options for long term employee incentive plans and employment stock option schemes in Saudi Arabia.

Linklaters LLP and Ernst & Young in relation to implementation of employment stock option schemes in Saudi Arabia.

UBS Deutschland A.G. on offer of employee stock options plan to a subsidiary’s employees in Saudi Arabia.

Advised Aventis S.A. on the regulatory and legal framework of Pakistan governing global employee stock option schemes in liaison with Sherman & Sterling L.L.P., Paris.

Wyeth Pharmaceuticals on a survey in implementation of long terms incentive plans in Saudi Arabia. Intellectual Property

Handled intellectual property right matters, including registration of trademarks, of Continental A.G., Germany and a wide range local companies and businesses, including telecommunication, manufacturing and services sectors.

Extensive experience in making applications, defending oppositions and obtaining registrations and renewals of trademarks in Pakistan and giving opinions to both local and foreign clients on trademark laws and enforcement of rights available under the laws of Pakistan.

Experience in obtaining copyright registrations for the literary and artistic works in Pakistan and advising clients on various protections and remedies available under the national laws and international treaties.

Handled cases in the District Courts and the High Courts of Pakistan involving infringement and passing off of trademarks. Successfully represented an edible oil manufacturing joint venture company in defence of a suit for infringement of trademark of a French producer of bottled mineral water. Also, successfully represented a leading local pharmaceutical company in defence of a suit for infringement of patent of a leading Canadian pharmaceutical group.

General

Arbitration, negotiations and out-of-the-court settlement of disputes on various matters including the intellectual property law related issues.

Prepared report for the United Nations Orgnaization on the implementation in Pakistan of sixteen (16) core United Nations and International Labour Organisation conventions on labour and child rights to which Pakistan is a signatory and recommendations to improve the Pakistani legal framework accordingly.

Drafted memoranda of understanding, agreements for the sale and purchase of moveable and immovable properties, sale deeds, lease agreements, license agreements, joint-ventures, franchise agreements, technical assistance agreements, technology transfer agreements, trademarks licensing agreements and dealership and distribution agreements.

Osborne Clarke on behalf of Motorolla on enforcement of a facilities management services agreement in Saudi Arabia.

Barclays on enforcement of guarantees under the laws of Saudi Arabia.

Advised several local and foreign banks and drafting/vetting of documentation pertaining to financing and restructuring of financing. Conduct of legal due diligence for several leading local banks covering corporate clients of such banks across the northern region of Pakistan.

Commercial litigation and representing various corporate clients in civil, corporate, intellectual property law and constitutional matters before the superior and sub-ordinate courts in Pakistan and before various regulatory bodies, such as the Securities and Exchange Commission of Pakistan and the erstwhile Monopoly Control Authority. Preparing and drafting pleadings, legal memoranda, constitutional petitions, written statements, applications and replies.

Extensive experience in incorporation and licensing of companies and registration of Non-Banking Finance Companies, societies and trusts.

Pro Bono

Advised several charitable organizations, societies and not-for-profit companies (including Shaukat Khanum Memorial Trust Cancer Hospital; Lahore University of Management Sciences, Lahore Polo Club and Child Care Foundation) on a pro bono basis.

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