SUPPORTING OUR CLIENTS GLOBALLYOUR AFRICA IN THE AUTOMOTIVEEXPERIENCE SECTOR

AEXPERTISE SNAPSHOT AND OF CAPABILITIESOUR PRACTICE OVERVIEW Contents

03 Our global automotive practice – Offering a road map to success 05 Electrification – Driving industry change 07 Connected and autonomous vehicles – Navigating the future 09 Mobility as a Service – Maximising opportunities together 11 Our global network 13 Transactions 15 Dispute Resolution and Product Liability 17 Finance and Capital Markets 19 Technology and Data 21 Intellectual Property 23 ESG 25 Competition, Regulation and Trade 27 People 29 Energy, Mining and Infrastructure 31 Our team 03 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 04

Our global automotive practice – Offering a road map to success

In the following pages we highlight some of the support The pace of such industry evolution, combined with the BP on its acquisition of Chargemaster (now PSA Peugeot Citroen in relation to the that we provide to our clients across the globe and across ever-changing global regulatory landscape, inevitably bpcm), the UK’s largest EV charging network renegotiation of a €3 billion syndicated all facets of the automotive industry. Thank you for taking poses a number of unique legal issues straddling a wide credit facility the time to review this. If you are already one of our clients, number of areas of expertise in which we can offer support. I hope that you will appreciate that there are more areas of support that we can offer to you than you may currently We work closely alongside clients around the globe and Inchcape on the disposal of its China retail ask from us and, if you are not yet a client, I hope that you across the sector – from OEMs, component manufacturers, business, which included car dealerships in Tesla in relation to preparing contracts of will soon become one and allow us to support your technology companies, distributors, retailers, Shaoxing, Nanchang and Jiujiang, to China employment, election of employee businesses. We also well-appreciate the dynamic nature of vehicle-leasing and fleet management companies, to Yongda Automobiles Services, a Hong Kong representatives, disciplinary and termination the industry at present and we look forward to continuing ride-hailing and other shared mobility platform providers. listed company; on the disposals of three retail procedures, day-to-day advisory work for to develop new services to allow us to continue to sites in Australia to Sime Darby; and on the general employment issues in France and effectively support you in your journeys. As a full service law firm we are able to support our £100 million disposal of its vehicle fleet Employment Tribunal litigation automotive sector clients with all of their needs. We management and fleet funding business, Introduction regularly provide advice on corporate/M&A and finance Inchcape Fleet Solutions, to Toyota Fleet transactions and disputes; and on product liability, Mobility GmbH Tata Motors on its US$2.3 billion acquisition regulatory, employment, intellectual property, ESG, of Land Rover and Jaguar from Ford The global automotive industry is facing unprecedented technology, data and cyber security matters. However, challenges. Companies are having to respond to the drive capability is nothing without a cross-practice and Iveco and FCA as European coordinating to decarbonise the transport sector to meet national and single-global-firm approach in deploying it. We often work competition litigation counsel in relation to Uber on the US$3.7 billion combination of international emission reduction targets requiring very as strategic partners with our clients and their teams, follow-on damages claims stemming from its assets in Russia and the CIS region with significant capital and R&D expenditure and fundamental demonstrating close collaboration across our practice the EU Commission's settlement decision in Yandex Taxi, and on its US$3.1 billion changes to the automotive supply chain, at the same time areas and across sectors – particularly with our expert Trucks, the most high profile competition acquisition of Careem, including in-depth as they are responding to social, political and, particularly, global teams in Energy, Financial Services, Infrastructure, infringement and follow-on damages cases merger control processes, in Egypt, economic changes resulting from the COVID-19 pandemic. Mining, Real Estate (Planning) and TMT – as the in Europe Saudi Arabia, UAE, Qatar, Jordan and Pakistan automotive industry interacts with increasing frequency With these challenges, however, come new business with these sectors. opportunities, such as the development of new technologies facilitating industry-wide initiatives for Jaguar Land Rover in relation to its Chinese joint Volvo Trucks (part of AB Volvo) on a product Roddy Martin, Partner, connected and autonomous vehicles ("CAVs"); ever more venture established with Chery Automobile liability and warranty recovery dispute against Global Head of Automotive capable and efficient electric vehicles ("EVs") and the manufacturer of defective engine parts developments in hydrogen powered fuel cell EVs ("FCEVs"); and "Mobility as a Service" platforms, including Mitsubishi Corporation on its acquisition of increasing digitalisation in the retailing of vehicles. Intermark Auto, a leading operating lease and fleet management company in Russia 05 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 06

Electrification – Driving industry change

Electrification (alongside the universality of connectivity in A confidential client on a potential joint vehicles) is the most significant, and increasingly pressing, venture to develop a passenger EV OEM in the near-term development in the sector. Understandably Kingdom of Saudi Arabia and to facilitate local public attention mostly focuses on the electrification of manufacturing, R&D passenger cars, but the electrification of commercial vehicles – both passenger vehicles and trucks and vans – is a major focus for the industry too. Whilst rechargeable battery power has taken the lead throughout most of the A leading Japanese trading house in relation world in powering EVs, the debate as to whether hydrogen to its proposed investment in an electric fuel cells are a more viable fuel stock for EVs, particularly battery business for non-urban vehicles, continues, and where this debate lands could have further far-reaching consequences for the industry. BP on its acquisition of Chargemaster (now bpcm), the UK's largest EV charging network Despite the disruption and financial challenges arising from the COVID-19 pandemic, exponential growth in EVs must remain a priority focus for OEMs and other industry participants as legislation and emissions regimes Bridgestone on its competitive tender to globally become more stringent, particularly in become the official tyre supplier to the FIA fully-industrialised economies. Formula E Championship

The transition to EVs has a fundamental impact on the traditional ICE component supply chain, and further Daimler and Robert Bosch on their China changes are expected not least as the industry is subject merger control filing in respect of their joint to the expansion of new technologies, including additive venture for manufacturing electric motors for manufacturing. BEVs and MHEVs We are assisting companies, particularly OEMs, in relation to aspects of their electrification strategy as they transition from ICEs to MHEVs and PHEVs to BEVs. We are also assisting clients globally in areas such as EV infrastructure and EV batteries.

Panasonic on its joint venture in Indonesia to Toyota Tsusho on its AUS$282 million conduct a feasibility study into manufacturing acquisition of a 15% shareholding in Orocobre, re-chargeable motorcycle batteries and an Australian lithium mining company implementing an exchange system at petrol stations throughout the country UD Trucks (part of AB Volvo) on its potential collaboration with Smith Electric Vehicles for Schneider Electric on the issuance of a the manufacture and sale of electric trucks €200 million bond due 2025 under its US$7.5 billion EMTN programme to fund low carbon R&D programmes For our latest thinking on electric charging infrastructure, please see https://www.herbertsmithfreehills.com/ latest-thinking/driving-change-in-the-auto-industry.

Toyota Motor Company on EU regulation For our latest thinking on government support and advice in respect of the transportation of incentives, please see https://www.herbertsmithfreehills. lithium batteries in Europe com/latest-thinking/views-on-an-evolving-automotive- industry-government-support-and-incentives. 07 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 08

Connected and autonomous vehicles – Navigating the future

CAVs will have a dramatic impact on the way we live and A confidential client on an automated truck Access Industries on its acquisition of a major OEMs and technology companies in relation to work and will revolutionise mobility and transportation as trial, which involves a US-based OEM, stake in AutoLocator, a leading service product liability arising from CAV technology we know it. They will be one of the more visible property developers, container terminals and provider in the Russian automotive sector transformations of the so-called fourth industrial logistics companies revolution, in which humans and machines will interact seamlessly in real time with smart devices connected through the Internet of Things ("IoT"). Baidu on its training in CAV, covering The Royal Automobile Club of Western A global trucks manufacturer in relation to regulatory, legal and commercial issues Australia on the acquisition and trial of While this technology undoubtedly presents a wide range regulatory requirements for wireless surrounding CAV technology across the EU, Australia's first fully driverless and electric of business opportunities, the experimental nature of communication between platooning vehicles US and Asia-Pacific shuttle bus, including advice on road traffic much of what is being proposed and legitimate concerns (including minimum breaking distances and approvals and exemptions, customs for human safety, combined with the evolving global longitudinal control) across the EU, US and requirements and local government regulatory landscape, poses a number of novel and Asia-Pacific regions BHP Billiton in relation to its design, regulations; and the procurement and trial of challenging legal issues. development and integration contract with its next generation driverless and electric car, Bombardier Transportation Australia that the RAC Intellicar, from NAVYA We have a well-known specialist CAV group comprised of A leading European OEM in relation to their dealt with the procurement of a high-tech multidisciplinary specialists who advise clients on the autonomous vehicles business in China automation system various business and legal issues arising from the development and commercialisation of CAV technology. For the latest CAV updates, please see our blog at ht tps: // A major motorcycles OEM on the OEMs, technology and telecoms companies hsfnotes.com/cav/. development of a new global mobility platform on commercial and legal issues arising from based on blockchain for the next generation of the development and commercialisation of Our latest thinking on CAVs in Australia is available at connected e-bikes and motorcycles CAV technology https://www.herbertsmithfreehills.com/latestthinking/ preparing-australia-connected-and-autonomous-vehicles. 09 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 10

Mobility as a Service – Maximising opportunities together

"Mobility as a Service", including "Shared Mobility", is a We work with clients on the key issues impacting this wide-ranging term for the division, bundling or sharing of sector, in particular where the applicable law is out-dated ownership and use of vehicles and associated services (e.g. e-bikes and e-scooters), and governments and often with the intent of significant environmental and social regulators are struggling to ensure that the applicable benefits, as well as convenience and cost advantages. regimes keep pace with technological and industry developments. Our advice ranges from providing a global Increasing innovation and technological developments outlook from a competition, regulation and trade have been rapidly influencing the sector, particularly in perspective, to supporting on strategic disputes, areas such as ride-sharing and traditional ride-hailing acquisitions, financings and compliance matters, and (i.e. taxis). Industry participants have also been responding addressing specific local regulatory, employment, to the increasing demand for more flexible or fixed-cost technology and IP considerations. vehicle use packages, as they look to package the delivery of all elements of vehicle use into a single monthly fee.

Ada, a French car rental company, on the Smoovengo (comprising Smoove, Indigo, financing of its cars and trucks rental fleet Mobivia, and Moventia), on the financing aspects of the self-service bicycle and car (Vélib' and Autolib') market for Grand Paris from 2018 to 2033 D’leteren on the recommended cash acquisition of the entire issued and to be issued share capital of Avis Europe by Avis SoftBank in relation to the due diligence and Budget Group regulatory aspects of its acquisition of OlaCabs, the leading India-based taxi booking mobile application Frazer-Nash in defending proceedings brought in the High Court by the London Taxi Company over the shape of the new electric SoftBank on its US$250 million Series D and taxi designed and launched by Frazer-Nash US$750 million Series F equity funding round investments in GrabTaxi; and on its investment in an up to US$2.5 billion equity funding round for GrabTaxi, alongside DiDi, Groupe Berto, the leading French the a Chinese ride-sharing company transportation vehicle rental company, on a €235 million financing for the acquisition of Via Location Uber on its arrangements with a UK Bank intending to offer credit to Uber drivers to fund the drivers' vehicle purchases ihail, a joint venture that provides an app-based taxi-booking service in the UK, US, New Zealand and Canada, on its successful authorisation application Uber on the UK competition aspects of the sale of its JUMP micromobility (e-bike and e-scooter sharing) business to Lime and Uber’s non-controlling minority investment in Lime 11 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 12

Our global network

Herbert Smith Freehills is a leading global law firm with over 4,000 people, including 498 partners, in 27 offices (including associated offices). We offer local insight and seamless cross-border service in all major regions and are positioned to support the major trade flows, particularly between the leading automotive economies in Asia and in Europe.

London Düsseldorf and Paris Tokyo Hong Kong, Beijing and Brisbane, Melbourne, Frankfurt Shanghai Perth and Sydney •The leading corporate adviser to FTSE-listed • •Full service operation in Germany with a One of the leading, full-service practices •One of the leading international firms companies (ARL rankings 2020) major focus on cross-border work on the French market in Japan •M&A team of the year, British Legal • •Provide German and international Civil and common law specialists advising •Advises Japanese and international •Over 30 years' experience in the region •The leading M&A and ECM law firm in Awards 2018 clients with leading expertise in clients across a range of sectors corporations on inbound and outbound with offices in Hong Kong, Beijing Australia by deal count and by deal value cross-border transactions, energy projects and Shanghai •Top tier litigation and arbitration practice, corporate, dispute resolution, finance, •M&A Law Firm of the Year (Global Law •Act for a majority of Australia's top and dispute resolution including crisis and reputation real estate, competition/regulatory and Experts Awards 2020) •One of small number of international law 100 listed companies management employment matters firms permitted to integrate China law •Dispute resolution powerhouse and advice with international legal services market leaders in class action litigation in mainland China through our Moscow and Herbert Smith Freehills Kewei (FTZ) Joint Madrid Milan Operation in Shanghai CIS •Best International Law Firm (China •Market leading M&A and energy and •Unique offering in the Italian legal market, •Top-tier corporate, M&A, banking and Business Law Awards 2020) infrastructure teams within a full including a truly market-leading Energy, finance, projects and dispute resolution service practice Infrastructure and Life Sciences offering practice, practising both Russian and •Works with multinational clients with •Award-winning IP practice, specialising in English law high-profile operations in Spain and the contentious and non-contentious matters, •Law Firm of the Year Russia (IFLR Europe Seoul Singapore Jakarta rest of the world patent and regulatory law Awards 2020)

•Dedicated Ukraine & Kazakhstan groups •One of the largest offices of any •Over 30 years' presence in Singapore and •We have one of the closest and longest international law firm in South Korea a formal law alliance with Prolegis LLC, a standing relationships in the Indonesian premier Singapore law firm market through our 20+ years’ association •Specialists in corporate, funds, disputes with Hiswara, Bunjamin & Tandjung New York and and energy and natural resources •A hub for our SE Asia practice Brussels Nordic Group (HBT), one of the leading full-service firms LATAM Group in the market, supported by long-term embedded partners and counsel from HSF •Specialist competition, regulatory and •We support our clients across a wide •A seasoned disputes practice focused on trade law office range of legal matters via close complex litigation, the financial services relationships with leading Nordic counsel sector, employment disputes and •Leading international trade and WTO international arbitrations practice, including trade disputes Alternative Legal •LATAM practice, focused on projects, Kuala Lumpur Bangkok M&A, financings and disputes Services •One of the leading international practices •One of Thailand's premier commercial •Alternative Legal Services (ALT) is a in Malaysia litigation and arbitration practices fully-integrated and integral part of our •Both local and international lawyers •Supports clients in Thailand as well as international network Johannesburg Dubai and India Group advising on M&A, disputes and Vietnam, Myanmar, Laos and Cambodia •We offer innovative, market-leading and Africa Riyadh Islamic finance solutions for high-volume, •The number one international firm for document-intensive legal work. By Practice •Middle East hub office in Dubai with a •Malaysia: International law firm of the year combining cutting-edge technology with multi-disciplinary team acting on matters India-related work. No other (ALB Law Firm of the Year awards 2019) •Our Africa practice has been built over legal expertise, we have created a throughout the region international firm has more band 30 years with experience in all 54 of 1 rankings or more ranked lawyers than us cost-competitive, bespoke offering which is Africa's jurisdictions tailored to our clients' requirements globally •Formal association with the law office of for India-related work • Band 1 practices in in projects, energy, Mohammed Altammami in Riyadh, •Deep market knowledge with close •Full global coverage via Beijing, Belfast, mining & minerals, dispute resolution and Saudi Arabia relationships with leading Indian Brisbane, Johannesburg, London, OHADA law corporates across a range of sectors and Melbourne, New York, Perth, Shanghai all of the leading Indian law firms and Sydney offering 24/7 service 13 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 14

Transactions

Mergers and acquisitions Hyundai Motors on its acquisition of the Early stage investments Archer Capital on its investment in Crick Australian distributor of Hyundai motor Auto, an Australian multi-brand car dealership A new era of mergers and acquisitions within the automotive vehicles, comprising 140 dealerships Making early stage investments in technology-related entities can be group, via share and unit sales from the industry is anticipated as OEMs face pressures to consolidate and across Australia seen as a risky investment strategy, particularly for large corporates group’s founder and long-standing CEO manage the high capital expenditure and R&D programme costs who are nervous about having to dedicate excessive operational resulting from the industry-wide transition to EVs and also CAVs. support to enable such investments to grow, and to align them Similar levels of consolidation are expected in the supply chain, as Tata Motors on its US$2.3 billion acquisition operationally and culturally with their existing business. However, in of Land Rover and Jaguar from Ford Goldman Sachs as lead investor in the new traditional ICE component manufacturers restructure and retool for an evolving industry where the pace of change is seen as critical, issuance of Series B preferred shares of EVs and new entrants require more size and scale. Further failing to make such investments and meet consumer demand for the Chinacars (an online portal for automobile consolidation is expected amongst distributors and retailers, as latest technological advances may see industry players lag behind. consumers) and in the HK$125 million Series increased scale and reliability in the route to market comes under A preferred stock financing of FocalTech We regularly support our clients on corporate venture and venture sharper focus in the post-COVID-19 pandemic economic ZF International, a wholly-owned subsidiary Systems (a designer, manufacturer and seller capital investments to help them identify, structure and secure equity environment and with the need for increased investment in areas of ZF Friedrichshafen, on its £445 million of key integrated circuit products) such as digitalisation. recommended cash offer for Hansen and other investments across the sector. Transmissions International We advise on cross-border, domestic, public and private mergers We offer end-to-end transaction management support for the and acquisitions, and pride ourselves on applying our outstanding duration of negotiations, ensuring that we can quickly translate Mitsubishi Corporation on an investment in technical expertise in a practical manner to ensure our clients an agreement at a principled commercial level into underlying an online automotive information and achieve their commercial goals. legal documents. communications platform

Our reputation for the structuring (including tax structuring) and seamless execution and transaction management of the most complex cross-border deals underlines the international scope and deep bench-strength of our teams.

Joint ventures and Daimler on the formation of a joint venture Supply and distribution agreements A leading French automobile parts and with Toray and ACE for manufacturing components manufacturer on an automobile strategic alliances carbon-fibre reinforced plastics components Securing the best available long-term supply and distribution parts purchase agreement with an for automotive applications contract terms is critical to any business in the sector. We have international technology solution provider Collaborations through equity investments or contractual tie-ups experience in a wide variety of automotive-related commercial are increasingly seen as a critical means of enabling businesses to contracts, including supply and distribution agreements. keep up with the required pace of change in a cost-effective and flexible manner. TRW Automotive on the unwinding of a AB Volvo on its truck assembly and Our understanding of the legal and regulatory challenges that arise cross-shareholding and restructuring of a distribution arrangements in Thailand in the context of these agreements, and our familiarity with the We have a strong track record of partnering with companies in the joint venture with its Japanese counterparty, documentation, terms and wider market trends (such as the automotive industry to ensure they have the full legal support Nihon Plast renewed focus on force majeure provisions following the COVID-19 required for the creation, operation and termination of joint venture pandemic), enable us to provide support on negotiations in a agreements and strategic alliances of all shapes and sizes. commercial, efficient and pragmatic manner. Hankook Tires on its Australian distribution ZF Friedrichshafen on the establishment of a arrangements We are well-positioned to support clients looking to enter into €150 million joint venture with Hangzhou Our corporate/commercial teams leading on contract negotiations agreements across EMEA, Asia, Australasia and Latin America. Advance Gear Group work closely with our dispute resolution teams who have extensive We are able to add real value by leveraging our automotive sector experience in supply chain and distribution disputes to ensure that expertise to provide practical and commercial solutions. our global experience on contractual interpretation is leveraged for the benefit of our clients. 15 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 16

Dispute Resolution and Product Liability

Dispute resolution A Japanese OEM in a dispute with a major Supply chain disputes A major Japanese trading company in European automotive group in respect of successfully defending an ICC arbitration With the automotive industry facing unprecedented disruption, all breaches of a product development, Supply chain strength and continuity is critical for any business, not claim brought against it by its African joint participants, whether they be OEMs, component manufacturers, manufacture and supply agreement least those businesses involved in the complex automotive industry venture party in connection with the distributors, retailers or mobility service providers, may find supply chain. Whether suppliers, distributors or OEMs, we help distribution of automobiles themselves in a whole range of commercial or regulatory disputes our clients avoid and manage disputes arising in the supply chain of covering all aspects of their business. An automotive supplier in several judicial and automotive vehicles and related parts. extrajudicial proceedings, in particular in A high tech manufacturer in a SIAC With a multi-disciplinary global disputes team of world-leading With a deep appreciation of the pressure points within the disputes with tier2-suppliers or employees; arbitration in relation to tort and contractual sector specialists and regional experts, we provide commercial automotive industry, we can advise on a range of issues that cause and on the enforcement of contractual and claims arising from distribution arrangements insight and legal advice which is described by Chambers and disruption to the supply chain, including price disagreements, tortious claims in Europe and the US Partners as a "Dispute resolution powerhouse that consistently tops product quality issues and termination disputes between suppliers the rankings across the world". and OEMs.

Bringing together litigators, arbitrators, mediators, advocacy experts, Altran Engineering in relation to a post-M&A Our dispute resolution team is supported by our global network of A major automotive equipment regulatory specialists, and investigators, whatever the challenge or arbitration following Altran’s acquisition of a sector expertise, ranging from our mining sector team in relation to manufacturer in the context of a dispute with opportunity, we partner with our clients every step in the process. number of automotive engineering sites from the processing of raw materials to our digital law group’s a chain of subcontractors that supplied the Benteler group over e-mobility projects experience in smart legal contracts (including blockchain) in potentially defective batteries that were then for MAN supply chain management. incorporated in the equipment sold to their end client, an OEM

Product liability and insurance A leading global component manufacturer on Class actions A global OEM in a defence against a recall and product liability issues arising out of quasi-class action for damage caused by The automotive sector knows all too well the stress of facing major the supply of defective engine parts to an A number of automotive industry participants, including OEMs diesel emissions product liability risks and the disputes that can arise in the context of automotive business in Europe and the US, and components suppliers, have experienced class actions managing such and other risks through insurance. and on policy cover under their product including those alleging fraud, violation of contract and warranty liability and recall policy and unjust enrichment. HDI Global on a product liability serial claim in Our international product liability team assists major corporates to connection with a defective component for navigate and manage product liability risk. We advise on regulatory Our specialist class actions teams have a long history of acting for the automotive sector compliance and product safety issues. We partner with our clients to automotive manufacturers and distributors defending against class BP Castrol in relation to a pan-European help them manage the initial crisis following major product liability actions, whether in process or threatened proceedings. We help our product recall following the contamination of events. We provide tailored advice upon managing product recalls clients navigate this complex area of law, successfully resolving or a diesel fuel additive and on the handling of (both national and cross-border), insurance and how to conduct an defending class action litigation across multiple jurisdictions. Toyota Motor Corporation Australia in a class various consequent liability claims effective internal investigation. action arising from Toyota and Lexus motor We have acted in a significant number of the largest and most vehicles fitted with allegedly defective airbag Our insurance practice has an outstanding reputation in complex, complex class actions in recent years (such as the Lloyds Bank rights inflators manufactured by Takata Corporation high-profile insurance and reinsurance disputes and advises clients Wincanton and its insurers in relation to issue class action in the UK and the Johnson & Johnson class action on a range of matters including major claims, resolving coverage the Scania class action concerning over 800 in Australia) and have expert understanding of the relevant court disputes, and handling contentious regulator and insolvency matters. personal injury claims arising from the alleged rules in different jurisdictions and the basis on which class actions negligent cab design of lorries claims can be challenged. 17 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 18

Finance and Capital Markets

Trade and export financing and An automotive passenger car component Debt and equity capital markets CIIC, Deutsche Bank and Merrill Lynch on manufacturer on an off-balance sheet export the HK$4.6 billion (US$589 million) offering treasury support trade receivables factoring (France, Germany, Due to the need for substantial R&D budgets and capital of H shares of Dongfeng Motor Group Sweden and England) arranged by Crédit expenditure as well as the impact of the COVID-19 pandemic, Company, in a Hong Kong IPO and a Rule To ensure industry participants can thrive in an evolving landscape, it Agricole Leasing and Factoring automotive companies may look to the debt and equity capital 144A/Regulation S international offering is essential that clients bridge the gap between treasury and law. We markets to raise finance. provide support on trade and export financing and wider banking, debt and treasury advice to a broad range of corporate clients across Our team of debt capital market experts, which comprises of BNP Paribas Fortis and Swedish Export JP Morgan Securities (Asia Pacific) and China their debt teams and wider treasury functions with this commercial experienced English and US qualified lawyers, advises issuers, Kredit (SEK) in relation to the arrangement of International Capital Corporation as joint aim in mind. managers and investors on these transactions in developed and four export credit facilities (EKN backed) to global coordinators and joint bookrunners on emerging markets. We provide our clients with high quality, finance four commercial contracts entered the HK$9.98 billion (US$1.28 billion) global For instance, we seek to understand the intricacies of our clients' commercially-minded legal advice on high-yield and investment debt requirements and use our experience to assist clients in into between the Angolan Ministry of grade bonds, sovereign and state-owned enterprise bond issues, offering and Hong Kong IPO of Sinotruk ensuring their debt capital structure is as efficient and tailored as Transport and Angloauto and Auto Sueco (the EMTN and GMTN programmes, Eurobonds, exchangeable and (Hong Kong), one of the largest heavy truck possible. In doing so, we take into account wider market local importers of Scania and Volvo) convertible bonds, Sharia-compliant bonds, and US and English law manufacturers in mainland China considerations, such as the shift towards sustainable and green private placements. financing, with most market participants now considering embedding ESG provisions in their bank financings. Inchcape on its £700 million revolving credit In respect of equity capital markets, we work with issuers, Renault on the maintenance and annual facilities and various bilateral arrangements in shareholders and underwriters on equity fundraisings, including all updates of its €7 billion EMTN programme Our tax team also provide an innovative and commercial approach in a number of its key markets of the major market intermediaries, on the full range of equity and and in relation to the issuance of ¥32.3 billion assisting treasury teams working closely with our finance and equity-linked transactions (shares, depositary receipts, convertibles Samurai bonds listed on the Tokyo corporate transaction teams to support clients both in respect to and warrants) across global jurisdictions. We are also at the Stock Exchange their debt requirements and wider transactional work. forefront of regulation and practice, and in constant dialogue with regulatory bodies.

Acquisition financing Groupe BPCE (CEPAC), SCOR, and La Banque Restructuring, turnaround A Japanese trade buyer on the acquisition of Postale Asset Management on the a national vehicle testing centre by way of a The acquisition and leveraged finance market for the automotive €100 million financing for the purchase and and insolvency pre-packaged administration sale sector has developed quickly in recent years, with financial structures refinancing of four car parks concessions in In these uncertain times for the automotive industry, it is more requiring more unusual design with ever more pressures on borrowers Bordeaux, Marseille, Strasbourg and Versailles important than ever to have trusted, skilful advisers to support you and lenders to achieve the necessary return on their investment. and your business. Citibank International in relation to the restructuring of KAMAZ, a Russian With the need to restructure deals more readily and to act quickly Natixis and Société Générale, as co-ordinators Our Restructuring, Turnaround and Insolvency team are a global truck manufacturer and efficiently in often turbulent markets, we advise on the full and mandated lead arrangers, on the financing team of lawyers, banking, litigation and finance experts who spectrum of debt products namely senior, second-lien, unitranche, of the acquisition by Segula's German collectively have the in-depth knowledge and expertise to work with mezzanine and PIK debt, bridge-to-bond financings, bank/bond Nanjing Automobile (now part of SAIC) on its subsidiary of R&D assets owned by Opel any business facing restructuring, insolvency or contentious issues financings, high-yield debt, securitisation take-outs and debt acquisition of assets and certain liabilities with tailored solutions and dedicated advice. Our integrated offering buy-backs. from the administrators of MG Rover, a British is a particular strength of the firm, allowing us to quickly mobilise car manufacturer highly-skilled, multi-disciplinary and multi-jurisdictional teams We regularly act for lenders, borrowers (corporates and funds) and Tata Motors on the acquisition facilities for whenever and wherever we are needed. financial advisors, supported by our strong corporate and capital its acquisition of Jaguar and Land Rover markets practices. from Ford Our experience covers the whole spectrum of corporate distress, from early stages through creditor workouts, debt and equity restructurings, workforce reorganisations, corporate transformation and formal insolvency administration. 19 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 20

Technology and Data

Technology An automotive rental company on a VC Data A leading OEM on a global group-wide data minority investment in a technology company management and commercialisation project, Technology innovation has always been at the heart of the which provides enterprise cloud technology Data has evolved to become a key asset of automotive industry including advice on the full lifecycle of data automotive sector. The integration of information technology with applications to vehicle leasing, rental and participants. In particular, in the digital economy, the commercial collection, aggregation and commercialisation operating technology in automobiles, coupled with recent innovations automotive service providers in both B2B and value attached to data has increased dramatically as businesses try of a diverse data set in batteries, connectivity and autonomy, promises a step-change in B2C markets to use data to predict and respond to their customers in ways that the sector. Technology is changing the way that vehicles are powered were not previously possible. and their capacity for engaging in driving tasks. It is also starting to An automotive company on benchmarking We have extensive experience advising clients on the strategic reshape user interaction and supply chains, and it will impact the Automotive Holdings Group on a major, information exchange issues in the opportunities and regulatory challenges relating to the digitisation of planning and functioning of future urban environments. complex and high-value transition to a new Asia-Pacific region ERP platform for running its national assets, data analytics and the exploitation of data as a strategic We have deep and broad experience advising our clients on their refrigerated transport and logistics operation, corporate asset. Our work covers the full range of data protection, technology-driven strategies and the associated development, supply Rand Transport privacy and associated matters, including advising on data chain, roll-out, collaboration and consolidation of projects and protection, privacy, subject access requests, employee monitoring Uber on its data protection and general transactions that will drive the next decade and beyond in the and surveillance, data breaches, data retention, global data regulatory compliance position in light of automotive sector. compliance and GDPR. various proposed new service lines RAC in relation to the overhaul of its customer Our experience advising customers and suppliers in the sector across experience management platform, which Our practice comprises specialists from a broad range of areas, the lifecycle of transformational transactions and projects means that manages all of RAC’s interactions with its meaning that we are able to give advice in a holistic manner and we can add real value to the development, execution and exploitation members, involving the procurement of a clients are confident that we have the appropriate expertise to advise of technology-driven strategies. We also regularly support our range of software and IT services from a on any given data protection or privacy matter. corporate/M&A colleagues in relation to technology investments number of third parties (including Microsoft, and acquisitions. Deloitte and Ignia) across a number of contract phases

Digital infrastructure Main Roads WA on its Smart Freeways Cyber security A global company on incident response in Project and its telecommunication relation to a multinational personal data The last few years have seen significant demand for and investment infrastructure arrangements Along with constant technological disruptions, cyber security issues breach which required consideration of in mobile network infrastructure, 5G roll-out, fibre deployment, IoT also permeate the automotive industry. notification and other legal obligations in devices and data centres (core and edge). This trend will be over 30 countries in a short timescale With connectivity a cornerstone of the development of CAV accelerated by the adoption of CAV technology and associated smart State of Western Australia in relation to its technologies, there is a clear need to ensure that the requisite transport infrastructure. In addition, a growing fleet of EVs will require transformational AUS$3 billion GovNext-ICT security framework is in place to ensure driver safety as well as the significant investment in charging infrastructure and the associated project involving a fundamental change to the A global client who had fallen victim to an safeguarding of personal data. technology to support dynamic fleet and grid management. way in which the Western Australian public advanced persistent threat intrusion into its sector procures data storage, cloud and networks, perpetrated by a sophisticated In particular, the future of the automotive industry will require the The complex supply chain involved in IoT technologies also requires telecommunications services nation state actor which had occurred many development and deployment of digital infrastructure on a massive careful management from the security and data perspective. We years earlier without being detected scale to enable mass adoption of CAV technology. This ties leverage our experience of managing cyber and data security automotive sector business cases to the business cases for 5G mobile incidents to advise before-the-event on appropriate contractual network roll-out and for significant data and power network Transport for London on its project to move provisions to reduce and manage risk. investment. We have a market-leading team of technology, to a pan-London IT network, to connect A rail company in relation to the cyber security infrastructure and energy experts who are very active in shaping and stations, ticket machines, corporate locations Our cyber security capability brings together our multi-disciplinary aspects of the procurement and roll-out of a delivering investment in and deployment of this digital infrastructure. and data centres and international teams to advise holistically on issues covering digital train control and signalling system regulation, product liability, contracting, health and safety and incident response. 21 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 22

Intellectual Property

Collaborations and licensing An engine manufacturer on a collaboration to Patent, trade secret and trade Frazer-Nash in defending the proceedings develop and commercialise a new car engine brought in the High Court by the London Taxi Collaborations and strategic investments in the automotive industry technology with an OEM mark disputes Company over the shape of the new electric are increasingly commonplace. taxi designed and launched by Frazer-Nash Technology is critical in the automotive sector and trade secrets play a key role in the development of new technologies. We are The established OEMs are able to look externally to other An OEM on a proposed in-licensing (and increasingly counselling our clients to enforce trade secrets, as the high-technology industries for sourcing the relevant technological licence-back) of technology, know-how and IP Honda in judicial proceedings in Italy against theft or misappropriation of critical information by ex-employees or building blocks. Accordingly, there is a large degree of collaboration from a third party OEM to form a strategic infringers of the design of their well-known contractors may expose businesses to the risk of competitors between these "traditional" manufacturers and "non-traditional" collaboration in respect of a new model of SH-i motor scooters adopting key technologies and short-circuiting the typically long contributors. This open innovation will include significant IP licensing passenger car for a new market and expensive cycle of R&D. and technology transfers. Nanjing Automobile (now part of SAIC) in an Tata Motors on concluding the complex Insofar as patent rights are concerned, the automotive industry has IP dispute that emerged following its high We have an unrivalled strong track record of advising on complex, technology and patent licensing arrangements traditionally been reticent to bring claims for infringement. With the profile acquisition of MG Rover cross-border collaborations, as well as IP licenses and technology in connection with the acquisition of Jaguar rapidly changing landscape of the automotive industry, and the transfers. We have significant experience in drafting and negotiating and Land Rover from Ford incorporation of new technologies (especially around EVs), a broad range of joint venture agreements, collaboration agreements attitudes about enforcement are changing. and R&D agreements, at the heart of which is valuable technology underpinned by IP. We have unique experience in technology disputes involving patents, trade secrets and confidential information and strategies for enforcement.

FRAND and SEPs A mobile telecommunications company on Protection of IP rights Ferrari on an enforcement against sellers of the international licensing of its portfolio of replica kit cars There is a proliferation of new patents being filed relating to CAVs essential 3G and 4G W-CDMA patents under Automotive industry participants often face challenges to protect and associated safety and communication technologies. Aspects of FRAND terms their IP rights particularly in the spare part market despite the clear the technology driving CAVs will be essential to standards for commercial benefits for doing so. interactivity, communication, safety and security. There is a need to Honda acting as their sole Italian IP counsel, designate standard-essential patents ("SEPs") over these BSkyB in relation to FRAND patent For instance, there are limitations on the ability of OEMs to control providing assistance across a wide number of technologies to ensure that patent proprietors license such SEPs to infringement issues arising in proceedings the supply and distribution of spare parts through their authorised activities including trade mark monitoring participants within the standard upon fair, reasonable and against Thomson Broadband UK and network and resellers due to the complex regime in the EU concerning the ability to rely upon EU design rights and patents to non-discriminatory ("FRAND") terms. Technicolor for breach of contract relating to Iveco in considering enforcement options prevent third parties manufacturing spare parts, and under trade the supply of defective set-top boxes against resellers of unauthorised spare parts However, the telecoms industry has provided an example of what mark and unfair competition law upon the ability of resellers to can happen in this scenario – a proliferation of licensing disputes and describe the spare parts as being compatible with or suitable for the patent litigation. There is also the possibility of non-practising Nokia in co-ordinating aspects of branded vehicle. entities and even competitors asserting patent rights to extract value multi-jurisdictional litigation concerning out of licensing the patents and potentially blocking the adoption of patent licensing issues in the cellular We have wide experience in advising upon the legitimate boundaries For our latest thinking on standards and essential patents competing technologies. telephone field, including advising on aspects of any enforcement programmes against spare part resellers and in the automotive industry, please see https://www. of Nokia's much publicised litigation with have supported numerous clients on managing their IP rights herbertsmithfreehills.com/latest-thinking/ We have significant experience advising on the issues around SEPs, chipset manufacturer Qualcomm portfolio more generally. views-on-an-evolving-automotive-industry- FRAND and associated disputes. %E2%80%93-standards-and-essential-patents. 23 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 24

ESG

Environmental issues An automotive component manufacturer in Corporate governance A French listed automotive parts company on connection with the Volkswagen corporate governance matters The effects of and accountability for climate change are not uniform emissions investigations Whilst there are fewer unique developments in the governance across the world, with states and regions dealing with different types aspects of ESG facing the automotive industry, establishing systems, of threats, contributing to a fragmented coverage of climate and procedures and controls and conducting due diligence on risks within A UK FTSE listed automotive company on a environmental law. Stemcor with regard to waste regulation supply chains, manufacturing processes and financial and information range of corporate governance issues concerning end of life vehicles systems, are increasingly important. It is critical, therefore, that boards including listing regime and MAR obligations, In the automotive industry, innovation frequently precedes changes and senior executives understand legal, regulatory and best practice shareholder meetings and its share to the law making it essential that clients continue to develop their developments in these good governance processes. buyback programmes environmental strategies to achieve the best fit with this increasingly patchwork nature of regulation. Various clients on the UK Climate Change Our team comprises governance specialists that combine technical Programme including the Renewables expertise and practical advice on the full spectrum of governance Automobile contract dealers on the We advise clients on all aspects of emissions regulations and Obligation and the trading of ROCs, the UK issues. Working with boards, general counsel, company secretarial implementation of Compliance Management end-of-life recycling requirements. We also work with regulators Emissions Trading Scheme, Climate Change and legal teams, we draw on our wide-ranging experience to advise Systems and policymakers regarding future changes to environmental- Levy Agreements and Levy Exemption on legal and regulatory requirements, emerging trends and market related legislation. Certificates and the Energy best practice. Efficiency Obligation Our global climate change practice supports clients across the full In addition, we play an important role influencing governance range of regulatory, transactional, project and contentious developments. We liaise with regulators, industry bodies and legal issues. governments on forthcoming developments and contribute regularly during the drafting and implementation stages of new regulation and legislation, thus ensuring that we are at the forefront of developments.

Business and human rights Rio Tinto's affiliate in Guinea on the social Anti-bribery, corruption An automotive parts manufacturer on EU/US impacts of an integrated mining project and in sanctions regulations imposed in connection Respect of human rights has long remained outside the concern of particular the involuntary resettlement of and sanctions with Russia and Ukraine as well as on its business and been seen as simply a corporate social responsibility project affected persons proposed participation in a project in Iran, The hasty implementation and ever-expanding scope of many problem and risk only to deliberately malign companies. However, including its sanctions risk country-specific anti-bribery, corruption and sanctions regimes businesses must catch up amidst a changing legal landscape with continues to raise a myriad of complex issues with automotive new standards, legislation, and regulations at national and Technology and consumer goods companies industry participants having to be able to prevent, identify and A German automotive supplier on an internal international levels and increased public scrutiny for adverse human in relation to alleged incidents of forced respond to bribery and corruption incidents and sanctions-related investigation in Germany, Brazil, Colombia and rights impacts from business operations. Automotive industry labour/modern slavery in their supply chain in concerns effectively, wherever in the world they do business. the US into whistle-blower allegations participants in particular must not lose sight of the importance of SE Asia concerning offshore transactions tackling social impacts in the supply chain. Our Global Corporate Crime and Investigations team has extensive Various confidential clients on updating experience in conducting internal investigations into corruption (and A leading OEM on internal investigations and Our global Business and Human Rights practice provides clients their human rights policies and their other criminal) allegations, dealing with law enforcement agencies the enforcement of multi-million euro claims with cutting-edge business and human rights advice and obligations under the UK Modern Slavery Act and regulators, and advising on how to manage public relations, in relation to systematic economic crimes by cross-border expertise in a wide range of jurisdictions (including and on preparing modern slavery shareholder communications, insurance, employment and other employees, suppliers and subcontractors high-risk jurisdictions). transparency statements related issues, whilst remaining mindful of the prospect of civil (national and international); on the arrest of claims. We have also been heavily involved in developing We proactively advise clients on how to comply with reporting the offenders' properties and the coordination anti-corruption compliance programmes. requirements (including in relation to modern slavery transparency of the termination proceedings; and on reporting) and integrate human rights with their business activities representation in criminal law proceedings We also have an extensive track record of advising corporates in as a way to identify and mitigate risks (both in their business and relation to the ever-expanding scope of UN, EU, US, Australian and supply chain), gain competitive advantage and resolve issues with Our latest thinking on the response of the automotive Russian country-specific sanctions regimes involving, amongst stakeholders, regulators and law enforcement. industry to ESG-related scrutiny is available at ht tps: // others, the sanctions regimes imposed against Russia, Ukraine, Iran, www.herbertsmithfreehills.com/latest-thinking/ Syria, Libya, Cuba, Sudan, Myanmar, DPRK and Zimbabwe. views-on-an-evolving-automotive-industry-responding-to- esg-related-scrutiny. 25 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 26

Competition, Regulation and Trade

Competition law compliance Enterprise Rent-a-Car on the competition law CRT-related litigation Iveco and FCA as European coordinating aspects of its strategic alliance agreement competition litigation counsel in relation to The automotive industry is increasingly in the regulatory spotlight with Europcar Private enforcement of competition law in national courts is now follow-on damages claims stemming from the and has been the subject of a number of high-profile competition common in a number of jurisdictions, and multi-million damages EU Commission's settlement decision in investigations in recent years. The risks associated with infringement claims are a prominent feature of the competition landscape. Trucks, the most high profile competition are significant, including fines, potential damages claims and serious The French subsidiary of one of the top 10 Infringement decisions involving the automotive industry have already infringement and follow-on damages cases reputational damage. global OEMs on assessing the compliance of generated a significant number of ongoing damages claims, including in Europe its business practices with EU and French "class actions" brought on behalf of large groups of claimants. The issues industry participants face are also increasing with competition laws complexity with, for example, questions around the collection of Our competition disputes team conducts complex private antitrust Nachi-Fujikoshi Corporation on the European customer data from CAVs and data as a potential source of market litigation matters across multiple jurisdictions, as well as providing Commission's investigation into the Porsche on antitrust compliance matters as automotive bearings cartel and its settlement power already firmly on the radar of competition authorities well as advice on unfair competition laws expert strategic advice on private enforcement risks and the worldwide. Competition issues also arise in respect of the trend relationship with the public enforcement process. agreement with the Commission towards increased collaboration, the growing importance of digital platforms and potential use of algorithmic pricing. Our in-depth knowledge of regulators, courts, policymakers and Pilkington on its defence of follow-on their workings from former secondees, officials and judges means damages claims in the UK and Germany Our market-leading team of global competition law experts can we are well-equipped to deliver clear, pragmatic and bespoke advice arising out of the European Commission car assist clients in taking a proactive approach to competition law to our clients on all aspects of CRT-related litigation. glass and flat glass cartel decisions compliance (including in relation to the sector specific block exemption, EU Regulation 461/2010), highlighting key areas of risk and providing practical advice as well as detailed technical advice in the event specific compliance related issues arise.

Merger control Ningbo Jifeng, a Chinese car parts International trade and WTO A Japanese automotive manufacturer on the manufacturer, on antitrust and merger control analysis of legal issues concerning import and Consolidation within the automotive industry will almost inevitably aspects of an acquisition of shares in and a The automotive industry is not immune to the ever-increasing export regulations in Indonesia and India trigger merger control reviews in one or more jurisdictions. Over 120 strategic partnership with German regulation of international trade in goods and services. jurisdictions worldwide now have merger control regimes, in many competitor Grammer cases requiring mandatory notification and prohibiting We have extensive experience advising both companies and A global exporter on its repayment of duties implementation of a transaction prior to clearance. These rules can sovereign governments on matters across the full spectrum of procedures before several EU Member State also apply to the creation of certain types of joint ventures or PSA Peugeot Citroen on German merger international trade law, including negotiations of international trade customs authorities on the basis of the newly strategic alliances. control filings for its accession to an existing agreements, WTO disputes, economic sanctions, export controls, applicable EU customs rules joint venture for car sharing services for EVs customs rules and trade defence instruments. in Germany Where merger control rules are triggered, this can have significant A number of international companies on implications for deal documentation and timing. For transactions We are also experts in all aspects of EU law aimed at either the interpretation and implications of the which potentially give rise to substantive competition concerns, the Tata Motors on the merger control and implementing the EU's international trade obligations or regulating Trans-Pacific Partnership Agreement and stakes are even higher: competition regulators may ultimately prohibit antitrust aspects of its acquisition of Jaguar EU import and export flows of goods and services. This means that the Comprehensive Economic and a transaction, or only allow it to proceed subject to conditions. and Land Rover from Ford, including securing our trade team benefits from the necessary experience and Trade Agreement EU Phase I clearance expertise to provide comprehensive advice to companies operating We are highly experienced in multi-jurisdictional merger control in and/or exporting to the EU and to help them navigate the intricate assessments and have a wealth of experience in dealing with network of international trade-related rules, whether defined at competition regulators worldwide, drawing on invaluable insights international, EU or national level. into the review process from former merger officials in our team. Our latest thinking on the response of the automotive industry to competition law challenges is available at https://www.herbertsmithfreehills.com/latest-thinking/ views-on-an-evolving-automotive-industry-responding- to-competition-law-challenges. 27 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 28

People

Hiring, retention, industrial A US automotive parts and components Work health and safety A global OEM on potential exposure under manufacturer on the employment of several health and safety laws following a fatal relations, works councils and unions hundred local workers as a part of the Workplace incidents go to the very core of the operations of any incident at an assembly plant establishment of a Sino-Foreign equity joint automotive market participant. The threat of OEMs and component manufacturers having to venture enterprise in China implement restructurings or collective redundancies or face wider When a workplace incident or crisis hits, we can provide immediate, Cooper Standard Automotive in relation to industrial relations issues is very real, especially at this time of pragmatic and commercial advice to help protect our clients’ legal the employment law advice for the acquisition material industry change. Ford Motor Company of Australia with the interests, while still managing the operational needs of the business. of a company, notably in respect of health and variation of their main staff collective safety and working conditions committees Effectively navigating statutory regimes for industrial relations, the Enterprise Agreement in response to the Advising on all aspects of work health and safety, we guide leading need for clients to understand the role of works councils and unions, COVID-19 pandemic global organisations through all phases of incident management. and ensuring flexibility of approach to hiring and retention are also as Ford, GM Holden and Target for many This includes providing strategic advice on risk management and fundamental to any business strategy as ever. decades on various employment and health Toyota Australia on the closure of operations regulatory compliance, as well as providing a rapid response in the and safety issues and union interaction in event of significant health and safety incidents causing serious injury We advise clients on restructuring projects including liaising with in Australia including job restructuring, respect of the same and death, which give rise to the potential for large fines and criminal applicable local authorities, enterprise bargaining, job restructuring, revision of common law employment prosecution as well as substantial reputational damage. revising common law employment contracts, dealing with documents, relocation and redeployment of industrial actions, relocating and redeploying employees and, employees and redundancies We work with clients on all areas of incident response including the inevitably, redundancies. conduct of effective internal investigations, assisting when corporate entities and senior managers face high profile and criminal We also partner very closely with our clients’ in-house teams and investigations and potential prosecutions, and preparing clients for provide reactive, commercially focused and solutions-driven advice attendance at inquests. to support them with negotiations with works councils and unions.

Disciplinary actions, dismissals A major automotive client in a successful Pensions and retirement benefits The trustees of a retirement benefit plan for appeal of a Fair Work Commission decision a leading global automotive supplier on a and employee litigation reinstating a former union delegate following a The automotive industry, like many others, has seen variety of day-to-day pensions advisory Fair Work Commission finding he had been pensions-related issues continue to take centre stage meaning it is matters, including advising on non-statutory Disciplinary and termination laws can be procedurally complex unfairly dismissed more important than ever that our legal advice recognises a client’s transfers (and the appropriate documentation and the ramifications for failing to follow the correct procedure can own business imperatives along with the macro-level challenges the for such transfers) and drafting a deed of be significant. automotive industry faces. amendment to the Plan's rules A major OEM in an investigation and We assist clients with preparing all necessary documents and advise subsequent employment litigation involving For instance, we recognise that de-risking arrangements are them on their strategies to minimise costs and the risk of claims from alleged misconduct by supervisors in a section bespoke: one size cannot fit all. We understand therefore that our Pension Insurance Corporation on the terminated employees. of their manufacturing plant clients want robust, commercial and solution-orientated advice buy-out of the BMW (UK) Operations covering a full range of options and structures and that in providing Supplementary Pension Scheme We also provide support on strategies relating to terminated such advance we innovate to develop solutions to a range of issues. employees, conducting negotiations for settlement agreements and Tesla in relation to Employment Tribunal on internal investigations into matters such as fraud, gender and litigation Scottish Widows on its £140m bulk annuity We can assist with the whole spectrum of pensions issues that other forms of discrimination and moral harassment. transaction insuring the liabilities of the Peugeot might arise, from day-to-day matters to complex, bespoke projects Advanced Pension Plan, covering all members across a range of schemes. Our lawyers are all also qualified to and regularly plead cases before of the scheme and securing all benefits labour tribunals and courts. We also work closely with our clients to negotiate, document and implement their preferred de-risking options, whether these be complex, multi-party arrangements or more vanilla structures. 29 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 30

Energy, Mining and Infrastructure

Energy BP on the technology arrangements in its joint Mining and EV battery development CMOC on the acquisition of Freeport's venture with Rio Tinto, Hydrogen Energy, set indirect 56% interest in the world-class Tenke The combination of increasing global demand for up to design plants that manufacture The speed of development, scale-supply and cost reduction of EV Fungurume copper-cobalt mine in DRC for environmentally-friendly energy sources with the pace of change in low-carbon hydrogen from fossil fuels batteries are expected to be key driving factors in the evolution of EVs. US$2.65 billion clean energy technologies to mitigate the effects of climate change Given the requirement for numerous minerals in a single battery, has led to a dynamic environment in the energy and power sectors, particularly cobalt, lithium and nickel as well as other rare earth with frequent changes in legal and regulatory regimes arising from Chevron on the disposal of its geothermal metals, ensuring a stable source of these raw materials as the start of Sumitomo Corporation on their investment domestic, regional and global policy making. assets and related power business interests in a manufacturing supply chain is critical. and on-going involvement in the Ambatovy Indonesia and the Philippines to Star Energy, nickel mining project in Madagascar We consider it fundamental in being able to support our core AC Energy and Electricity Generating Public We work with clients of all sizes, in many geographical regions and at Company automotive industry clients to integrally understand developments in every stage of mine life. We are keen to share our insights with our Toyota Tsusho on its AUS$282 million a decarbonising world and the perspective of energy and power clients: to help them to make connections they may not have seen, or acquisition of a 15% shareholding in Orocobre, generators, suppliers and operators and their financers. EDF SA, EDF Energy and NNB Generation to identify new opportunities within their businesses. an Australian lithium mining company Company Limited (a subsidiary of EDF) on Having worked with clients across the power sector and the energy the development of new nuclear generating Our dedicated global mining team covers every aspect of the industry lifecycle on some of the world’s largest and most high profile stations in the UK, including planning, real and every stage of the project life cycle. We support clients on every projects and disputes, we understand the intricacies of the sector estate, the income support mechanism, aspect of mining, ranging from process plants and infrastructure to and are able to share that knowledge with our automotive financing, corporate, regulatory and business and human rights and other ESG considerations. sector clients. construction and on its four joint ventures for nuclear new build with a Chinese consortium Our annual provides an unparalleled European Energy Handbook led by China Guandong Nuclear (CGN) extensive report on regulatory, legal and market developments across the European energy sector.

Renewables Smart cities and EV charging A confidential client on the strategic procurement and implementation of a new Renewables are expected to have an important role to decarbonise IFC and Government of Malawi in relation to infrastructure "smart city" development in the Kingdom of the transport sector with the renewables boom already seeing the development and financing through a PPP Saudi Arabia, including advising on Many of our cities are designed around and defined by roads and unprecedented levels of growth and investment in wind, solar, hydro, model of the proposed 450MW Mpatamanga contractual arrangements for the lease of a vehicles. Developments in the automotive industry will not only marine and bio-fuel assets in both emerging and developed markets; hydropower project in Malawi fleet of EVs and installation and maintenance therefore change the way we travel, but also have the potential to causing fundamental changes in the operation of the electricity of EV charging stations change the face of urban real estate as we know it. In particular, systems and markets. Sumitomo Corporation on the acquisition of urban charging infrastructure will need to be appropriately located interests in the Race Bank and the Galloper (in city centre street furniture and edge of city mixed-use As the market in intermittent renewables deepens globally, we A global automotive manufacturer and an wind farm projects developments) and sufficiently homogenous (both in terms of continue to work with investors, governments and regulators to international telecommunications operator compatibility to different models of EV and methods of payment) in address the challenges of decarbonisation, decentralisation on a smart cities project, including in order to maximise the benefits and continue to encourage and connection with the telecommunications and digitalisation. Sustainable Development Capital on the support the move towards EVs. regulatory requirements for CAVs successful IPO of SEEIT , the first energy Our international team of sector experts provides specialist advice in efficiency focussed fund to list on the LSE, and Our deep market experience and sector focus gives us an navigating this changing landscape providing us with an insight we the acquisition of a seed portfolio of energy unparalleled understanding of such likely challenges and helps offer NSW Government on all aspects of the can share with automotive clients to assist their strategic efficient and renewable assets clients solutions to issues they may encounter as the next generation masterplanning and development of the considerations not least in respect of the drive of "smart cities" are developed. Western Sydney Aerotropolis that will towards electrification. incorporate smart city technologies Our ability to offer clients cross-collaboration across our practice areas including technology, real estate, planning, environment and Our latest thinking on Smart Cities is available at disputes provides clients with the efficiency benefits of a clear, https://www.herbertsmithfreehills.com/futurecities. consistent one-firm approach. 31 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 32

Our team

Below is a non-exhaustive selection of some of our key practitioners globally across the sector.

Transactions Transactions (continued) Dispute Resolution and Product Finance and Capital Markets Liability (continued) Roddy Martin Peter Dunne Partner, Global Head of Partner David Gilmore Heather Culshaw Automotive Sydney, Australia Partner Partner London T +61 2 9225 5714 Tokyo London T +44 20 7466 2255 [email protected] T +81 3 5412 5415 T +44 20 7466 2571 M +44 7785 254 936 [email protected] [email protected] [email protected] Dana Kim Of Counsel Cathy Liu* Kristen Roberts Dr Soenke Becker Seoul International Partner, Kewei Partner Partner T +82 2 6321 5702 Mainland China London Germany [email protected] T +86 21 2322 2158 T +44 20 7466 2807 T +49 211 975 59071 [email protected] [email protected] [email protected] David Dawborn Partner Ruth Overington Gabrielle Wong Hubert Segain Jakarta Partner Partner Partner T +62 21 3973 6102 Melbourne, Australia London Paris [email protected] T +61 3 9288 1946 T +44 20 7466 2144 T +33 1 53 57 78 34 [email protected] [email protected] [email protected] Dispute Resolution and Product Liability Mike McClure Kai Liebrich Evgeny Yuriev Partner Partner Partner Philip Pfeffer Seoul Germany Moscow Partner T +82 2 6321 5701 T +49 6 9222 282541 T +7 495 78 36698 London [email protected] [email protected] [email protected] T +44 20 7466 2660 [email protected] Peter Godwin Vincent Hatton Graeme Preston Partner Partner Partner Howard Watson Kuala Lumpur Paris Tokyo Partner T +60 3 2777 5104 T +33 1 53 57 70 85 T +81 3 5412 5485 London [email protected] [email protected] [email protected] T +44 20 7466 2088 [email protected] Elaine Wong Louis de Longeaux Gavin Guo* Partner Partner International Partner, Kewei Dr Dirk Seiler Singapore Paris Mainland China Partner T +65 68 688 084 T +33 1 53 57 74 07 T +86 21 2322 2171 Germany [email protected] [email protected] [email protected] T +49 69 2222 82535 [email protected] Matthew Emsley Nanda Lau Partner Partner Clément Dupoirier Hong Kong Mainland China Partner T +852 2101 4101 T +86 21 23222117 Paris [email protected] [email protected] T +33 1 53 57 78 53 [email protected]

*Joint Operation with Kewei Law Firm *Joint Operation with Kewei Law Firm 33 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 34

Our team

Finance (continued) Technology and Data (continued) ESG ESG (continued)

Paul Apathy Tony Joyner Susannah Cogman Kyle Wombolt Partner Partner Partner Partner Sydney, Australia Australia London Hong Kong T +61 2 9225 5097 T +61 8 9211 7582 T +44 20 7466 2580 T +852 2101 4005 [email protected] [email protected] [email protected] [email protected]

Philippa Stone Mark Robinson Daniel Hudson Grant Marjoribanks Partner Partner Partner Partner Sydney, Australia Singapore London Sydney, Australia T +61 2 9225 5303 T +65 6868 9808 T +44 20 7466 2470 T +61 2 9225 5517 [email protected] [email protected] [email protected] [email protected]

Adrian Cheng Intellectual Property Gareth Sykes Competition, Regulation and Trade Partner Of Counsel Mark Shillito Singapore London Kim Dietzel Partner T +65 6868 8029 T +44 20 7466 7631 Partner London [email protected] [email protected] London T +44 20 7466 2031 T +44 20 7466 2387 [email protected] [email protected] Technology and Data Julie Vaughan Senior Associate David Coulling Ina Vom Feld London André Pretorius Partner Partner T +44 20 7466 2745 Partner London Germany [email protected] London T +44 20 7466 2442 T +49 211 975 59091 T +44 20 7466 2738 [email protected] [email protected] [email protected] Joseph Falcone Partner Miriam Everett Alexandra Neri New York Veronica Roberts Partner Partner T +1 917 542 7805 Partner London Paris [email protected] London T +44 20 7466 2378 T +33 1 53 57 78 30 T +44 20 7466 2009 [email protected] [email protected] [email protected] Stéphane Brabant Laura Orlando Partner Andrew Moir Sergio Sorinas Partner Paris, Africa Group Partner Partner Milan T +33 1 53 57 78 32 London Paris T +39 02 3602 1386 [email protected] T +44 20 7466 2773 T +33 1 53 57 76 77 [email protected] [email protected] [email protected] Jonathan Mattout Rebekah Gay Partner Aaron White Kyriakos Fountoukakos Partner Paris Partner Partner Sydney, Australia T +33 1 53 57 65 41 London Brussels T +61 2 9225 5242 [email protected] T +44 20 7466 2188 T +32 2 518 1840 [email protected] [email protected] [email protected] Dominic Geiser Sue Gilchrist Partner Lode van den Hende Partner Hong Kong Partner Sydney, Australia T +852 2101 4629 Brussels, London T +61 2 9225 5221 [email protected] T +32 2 518 1831 [email protected] [email protected] 35 OUR GLOBAL AUTOMOTIVE PRACTICE OUR GLOBAL AUTOMOTIVE PRACTICE 36

Our team Notes

People Energy, Mining and Infrastructure

Tim Leaver Silke Goldberg Partner Partner London London T +44 20 7466 2305 T +44 20 7466 2612 [email protected] [email protected]

Rachel Pinto Sarah Pollock Partner Partner London London T +44 20 7466 2638 T +44 20 7466 2786 [email protected] [email protected]

Emma Rohsler Matthew White Partner Partner Paris London T +33 1 53 57 72 35 T +44 20 7466 2461 [email protected] [email protected]

Steve Bell Rebecca Major Partner Partner Melbourne, Australia Paris, Africa Group T +61 3 9288 1236 T +33 1 53 57 78 31 [email protected] [email protected]

Michael Gonski Damien Roberts Partner Partner Sydney, Australia Tokyo T +61 2 9225 5083 T +81 3 5412 5453 [email protected] [email protected]

Anthony Wood Ellen Zhang Partner Partner Melbourne, Australia Mainland China T +61 3 9288 1544 T +86 10 6535 5030 [email protected] [email protected]

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