Our offering Contents

About Decision support Dispute Our team Z&Co. & advisory Regulatory Resolution Transactions CV's

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About Z&Co.

Z&Co. is unique amongst Saudi Arabian law firms in having a true full service Saudi law offering carried on from within its local practice that covers litigation, regulatory and transactions/advisory matters to international law firm standards. Its head office in , along with a smaller presence in Jeddah, together employ over 25 lawyers, including Saudi nationals at the junior, senior and partner levels. Overview

dispute resolution

We are a Saudi law firm offering market- We conduct pioneering work in our leading commercial advice on core legal regulatory product area, including advisory services including transactions; drafting new laws and regulations with transactions dispute resolution; decision-support substantial economic impact. In this field, and advisory for both government and we benefit from the complementary private sector clients; and regulatory skills held by our team of Saudi and projects (drafting laws and regulations). internationally-qualified lawyers, former members of the judiciary and Shariah For our transactions offering, we work experts. We particularly benefit from as one team with Linklaters, with senior the support of Linklaters offices around Core legal Linklaters lawyers based permanently the globe in conducting comparative advisory in our offices in Riyadh. This enables assessments, so that our locally-based services us to deliver provide best-practice internationally-qualified lawyers can international expertise coupled with extract global best-practice for new KSA detailed local knowledge and practice. laws and regulations.

Our litigation lawyers are in and out of Our day-to-day decision-support and court on a daily basis, benefiting from advisory offering aims to share the load decision- close interactions with the judiciary in with in-house legal functions, whether support and the Commercial Courts, General Courts in the private sector or government entities. We can support in all aspects of advisory and Administrative Courts, to bring up- regulatory general legal support, including contract to-the minute experience to our dispute- projects resolution practice. We also manage reviews and drafting; compliance issues; a range of cases at specialised judicial amendments to company registrations panels, including the Committee for or corporate documentation; Resolution of Securities Disputes and the communications with regulators and Banking Disputes Committee. government entities; licensing matters; and employment issues, among other things. A global partnership

Z&Co. has a formal agreement with Linklaters The combined global approach, commitment in the Kingdom of (KSA), to offer to excellence and in-depth understanding of the on-the-ground support to clients operating legal and commercial landscape of KSA means or executing deals in KSA. The arrangement that Linklaters and Z&Co. have established a includes two senior Linklaters lawyers being leading position for delivering complex and based permanently in Z&Co.’s offices in Riyadh. innovative advice which has helped our clients successfully pursue opportunities, realise The agreement follows the two firms having investments and manage risk in KSA for a worked in close partnership for several years number of years. on international and cross-border matters, with a particular focus on transactions in Projects, Working as one team, Linklaters and Z&Co. Project Finance, Corporate/M&A, Capital provide the highest quality legal advice to the Markets and Banking & Islamic Finance. world’s leading companies, financial institutions and governments. We support clients in The relationship between the two firms navigating their most challenging and often enables them to provide clients with a unique critical business situations, and in doing so, we combination of international and local have developed an excellence in doing business experience, knowhow and on the ground across borders. resources in KSA.

Decision support & advisory

We are experienced in advising both government and private sector entities on the conduct of their affairs and governance requirements.

We further ensure that our advice focuses not just on the strict legal and regulatory position, but also on the commercial goals and business implications of our client. By adopting modern technology for professional use, we strive to communicate with clients in a manner that demonstrates an understanding of the wider commercial issues they face. Government

We know that government authorities are often engaged in the most dynamic and challenging areas of regulation, with developing mandates and inter-related projects combining to create a complex mesh of regulation to be navigated by government legal functions.

We provide dedicated legal function support to government authorities, to provide day-to-day support in matters such as drafting bylaws, regulations and policies; reviewing and drafting contracts with the private sector; drafting MOUs and communications with other public entities; addressing ad hoc queries in relation to the authority’s mandates and powers; and providing general support in relation to all issues that are directed to the authority’s legal function.

Our approach involves

Providing the right Supporting you in Staying pro-active – Understanding your team to achieve the all circumstances Maintaining a positive you directly benefit needs – our team right result for you – we from the everyday working atmosphere – from our pro-active offers a targeted, carefully choose our to the exceptional – we want you to enjoy approach. We offer bespoke service teams to get the right whether your needs working with our team advice provided that gets right to the blend of international fall within day-to-day particularly given the in the format of core of any issue by experience, local depth matters or longer- fully-integrated nature concise executive placing an emphasis and commercial sense, term challenges, of our support. This presentations; access on your regulatory meaning that you have our dedicated team is an essential detail to customized mandate and the best legal team for is committed to for both our clients on-line training; commercial objectives your specific situation – helping you navigate and our lawyers, and a dedicated app; in the assessment and therefore the best the intricacies and one which we never and regular insights of any issue. chance of success. challenges that arise. underestimate. into the market. Private sector

The combined Linklaters and Z&Co. team for constitutional documents from the presence in the team of KSA lawyers with are able to deliver a top quality execution Ministry of Commerce. Additional consent extensive experience of dealing with KSA of transactions with both international from specialist governmental authorities regulatory and governmental authorities, standards of service and a deep knowledge may also be required depending upon the former judges and Sharia scholars means of the key KSA law issues. proposed business to be carried on in KSA. that our service offering is unique in the corporate legal space in KSA. Investing in the KSA market requires an In addition, there is often uncertainty as appreciation of the complex and often to applicable legal principles because Our corporate/M&A practice covers local and time consuming regulatory processes legislation may not cover relevant issues international investors and businesses in KSA involved in completing seemingly straight and the gap will be filled by the application as well as activities by KSA clients abroad. forward corporate matters, such as foreign of Sharia. There are different schools of Our clients range from large multinational investment approval from the Ministry of thought and opinions on Sharia and judges corporations and financial institutions to Investment of Saudi Arabia and agreement have wide discretion in applying it. The family businesses and individuals.

We represent clients on the full range of relevant matters including:

Transactions Foreign Private equity Public and Company Corporate Corporate Commercial Joint ventures with the investment and venture private M&A incorporations restructurings governance contracts Government approval capital Regulatory

We work hand-in-hand with a wide range government ministries and authorities to support in achieving their ambitious mandates set in line with Vision2030. Highlights of our Regulatory Practice

Our government advisory practice group has worked on ground- Advising the PIF and SAR in relation breaking and high profile projects to the execution of the Haramain with real economic impact. High-Speed Railway project

In drafting new laws and Advising the Ministry of Finance on the Advising the Royal Commission for Advising the Ministry of Transport regulations, we provide detailed Code of Conduct, Conflict of Interest Mecca City and the Holy Sites (RCMC) on lease of their lands. strategic project support built on and Local Content Regulations, on its new Regulations, approved by international comparative exercises issued under the new Government Royal Order and benchmarks utilising our Tenders and Procurement Law Drafting "Violations Lists" for a partnership with Linklaters to extract government ministry, summarizing international best practice. all violations and penalties applicable to companies and establishments operating in a particular sector.

Drafting a new leasehold Drafting regulations for the newly Advising a State-owned company law for Mecca City established Saudi Tourism Authority as to the authorities enabling it to carry out a wide-reaching project in the labour market.

Advising a State-owned company as to the authorities allocated to it as part of the PPP regime in its sector. Advising the PIF in relation to the Drafting the proposed new Public legal structuring and establishment Health Law for the Ministry of Health. of the Amaala Project, an ultra high- Advising a State-owned investment net-worth tourist resort on the Red fund on the authorities allocated to it Sea, as a Special Economic Zone in relation to investment of its funds. Projects

Strategic project support Comparative studies and benchmarking

We act as the close strategic advisors for a number of Conducting a detailed and rich benchmarking The first step for a successful comparative study government authorities in relation to new projects under analysis can often generate new ideas for the is the selection of the appropriate jurisdictions consideration or the restructuring of the organisation’s strategic direction of innovative government using criteria agreed with you. We prioritise departments. We support in scoping out and structuring projects. selection criteria that will ensure the results of new ideas, based on our deep understanding of how the analysis will be relevant to the KSA context, such projects can be developed, regulated, enforced and Drawing from global experience, our Government from a constitutional, regulatory and governance applied under the KSA legal framework. Advisory team has worked on numerous projects perspective. – either independently or alongside strategy Having worked closely with a number of government consultants – that have involved an aspect of We know the importance of being able to extract entities on unique projects, we are fully familiar with multi-jurisdictional comparative assessments, relevant findings from comparative studies, discussing matters with the Permanent Council and covering sectors as varied as land registration, without being bound by details that may be the Bureau of Experts at the Council of Ministers, and leasehold rights, local government powers, public irrelevant to the Kingdom. We study and analyse attending presentations at the Royal Court. health and tourism regulation. the findings drawn from these studies, and summarise these as key insights to be utilised in These studies are designed to provide our clients strategic input into a project, or for drafting new with the most accurate picture of best practices laws and regulations. utilized in various nations, both regionally and around the world. We work with our clients to evaluate the comparative studies and determine the extent to which they should implement these best practices in their own organizations. Capital Markets Authority Legislative Advised the CMA on the creation of its regulatory framework.

Projects Commercial Pledge Law Provided a comparative study to the Ministry of Commerce and Investment, regarding the granting of security interests in the Kingdom.

Our team has played a Construction Legislation Contracted by the Riyadh Municipality to draft regulations prominent role in the creation pertaining to duties and control procedures of construction works and projects. Also drafted the Saudi Contractors Society Law and and implementation of its Executive Regulations. significant Saudi laws and regulations and has worked Government Procurement Regulations Advising the Ministry of Finance on three new regulations to be closely with key Saudi ministries issued under the new Government Tenders and Procurement Law. and government authorities. Health Legislation The firm’s extensive understanding of the Kingdom’s legal, Drafting the proposed new Public Health Law for the Ministry of Health. regulatory and economic landscape, combined with our commitment to client service, has made our firm a trusted advisor to the Saudi Arabian Government. The legislative Housing Legislation and regulatory drafting projects undertaken for government Comprehensively restructured the legal framework of the General agencies are far reaching. Commission for Housing (later renamed the Ministry of Housing) and all of its subordinate entities.

RCMC regulations Advising the Royal Commission for Mecca City and the Holy Sites (RCMC) on its new Regulations, approved by Royal Order. US$527m US$2bn overturning adverse foreign judgment judgement enforcement

Dispute Resolution

Our Dispute Resolution practice is involved in ground-breaking legal actions on a daily basis. As the leading firm in the Kingdom, we have represented clients in many of the largest and most complex disputes in Saudi Arabia. Prominent recent cases

Our success in contentious matters is directly linked to the international quality standards we apply to our litigation work, including taking the approach of assisting the court with concise case summaries and producing focused submissions, Acting for Grant Thornton as creditors for over Successfully overturning at Appeal Court level an which makes a refreshing change from usual US$2bn in the financial restructuring procedure in adverse judgment that had been issued against our practice in the market for most judges. the Commercial Courts against Maan AlSanea. client, Zain Group, in a case worth USD527m against a high-ranking member of the Saudi Royal family. International standards of file management and client reporting are combined with local depth due to the mix of bilingual lawyers with qualifications from the UK, USA and Saudi Defending Deloitte in the actions brought against Arabia working alongside Shari’ah experts and it at both the Committee for the Resolution of Successfully overturning an enforcement order former judges with many years of experience Securities Disputes and the Board of Grievances made in respect of a Japanese arbitration in the Saudi courts and the Ministry of Justice. including the first “class actions” filed in KSA. award brought by Sumitomo Corporation.

Representing the government of the Kingdom of Saudi Arabia, led by the Ministry of Finance, in a dispute at the Arab Investment Court. Commercial Disputes

Contractual disputes

We provide the support that our Our Shari’ah experts work closely with our clients need at all stages of contractual internationally qualified bilingual lawyers in negotiation, drafting and risk-assessment assessing such contractual disputes. Whilst to mitigate the risks of disputes arising parties to a contract are generally free to from the terms of contractual agreements agree to the terms of their choosing, this governed by Saudi law. is subject to ensuring that these terms do not conflict with established Shari’ah As Saudi law is derived from the Qur’an, principles, which could render either the Sunnah and Shari’ah (statements of provision itself unenforceable or the entire established scholars), which allow for many contract void. Provisions often requiring different – often conflicting – schools of careful scrutiny relate to the allocation thought on a range of commercial matters, of risk, including indemnities, warranties, and as the judiciary is afforded a wide and limitations of liability, as well as exit discretion in its interpretation of Shari’ah, provisions and other obligations triggered this leaves room for a significant degree by a future turn of events. of uncertainty on the enforceability of contractually agreed provisions. Shareholder disputes

We partner with our clients to manage risk and mitigate the commercial impacts of litigation on the core business. our evaluation of the strengths and When litigation is unavoidable, our weaknesses of the dispute including relevant Dispute Resolution team focuses on Shari’ah issues, precedent judgments and the We agree, action the commercial objectives of clients, current likely approach of the judiciary while assessing legal, commercial and review the strategy and reputational risk. We analyse the on an on-going basis negotiating weaknesses of your counter- throughout the duration parties and devise optimum procedural of the case, to ensure that tactics or creative settlement approaches. likely timescales for different litigation or strategic considerations settlement approaches, and the potential We are known for our highly disciplined remain at all times the impacts on business continuity of each route approach in terms of project and cost backbone of the management, to ensure efficient allocation litigation. of work and cost-control to remain within agreed budgets.

Our strategic approach to any new dispute involves us commencing with a detailed likely approaches of relevant regulatory strategy advice memo, which covers and governmental authorities matters such as: Financial Disputes

Securities disputes technical system error and trading command suspensions

Our Dispute Resolution team has substantial experience in acting before the Capital commissioning refusal of investment capital Market Authority’s (CMA) Committee for Resolution of Securities Disputes (CRSD), at both first instance and appeal levels, including acting for a defendant in the first experience “class action” to be filed in the Kingdom forex trading includes disputes over investment funds under the CMA’s new regulations permitting disputes over class actions to be brought, involving over 300 claimants.

short selling mismanagement CRSD litigation has recently developed a critical distinction between actions that are essentially criminal in nature, which must be litigated by the Bureau of Public Prosecution investment portfolios and as claimant at the CRSD, and actions that unauthorized buying and selling constitute non-criminal violations. money market irregularities*

* ie market manipulation, insider trading, publishing misleading information and data and unauthorized dealing Banking disputes

Our firm’s full-service offering with expertise in both contentious and non-contentious transactional work gives us the commercial experience required to run a litigation strategy within the specialised finance context before the banking transactions (acting on banking contracts, covering specialized SAMA Banking Disputes Committee. behalf of the bank) including disputes over various Islamic disputes over deposits, finance contracts including In addition to our bench of former judges and disbursements, account Murabaha, Tawarruq, Musharaka, litigators, we have a bench of internationally suspensions, remittances, clearing, finance leasing, letters of guarantee, qualified bilingual lawyers drawn from the highest erroneous restrictions, corrective documentary credits, early calibre international law firms enabling us to move restrictions, operation of accounts, repayment, and disputes arising freely between the two worlds of local litigation agency transactions, fraudulent from refinancing and rescheduling and international commercial culture. operations, account liquidation, and of debts, whether for real estate, compensation for damages securities or guarantees Asset Recovery and Urgent Actions

Injunctions Insolvency and restructuring Enforcement

When time is of the essence, our Our Dispute Resolution team has been Our Dispute Resolution team We know that frequent and insistent Dispute Resolution team can take steps involved in the first major actions that have has acted on some of the most follow-up at the Enforcement Courts to file urgent injunctions to prevent arisen under the 2018 Insolvency Law, complex enforcement actions in the is often a prerequisite to advancing the continuation of breaches that may constituting new territory for KSA. Kingdom, including enforcing – or an enforcement action to the next cause irreparable harm to your business. defending the enforcement of – stage, particularly in relation to Our experience includes urgent interim We act for creditors in relation to both foreign awards and judgments in the the court exercising its powers to actions against both commercial and the Maan AlSanea and AHAB cases at the value of multi-billions of US dollars identify the assets of a defaulting public sector counterparties, to prevent Commercial Court, that both involve multi- against Saudi-based entities. counter-party. matters such as: billion dollar insolvencies with creditors across multiple jurisdictions. We are at the Our team has become skilled at We also advise legal teams in > dissipation of assets to be enforced forefront of seeing the Commercial Court addressing the key issues typically overseas jurisdictions in advance of against judges, along with insolvency trustees, raised in an action to enforce an obtaining an international award or > protection of assets held in the develop their approach and understanding international award, particularly judgment, so as to take into account hands of another of the new Law, and can therefore bring issues relating to reciprocity, Saudi key matters that will increase the > continuing breaches of first-hand experience from these major court jurisdiction, and notification in merits of a potential subsequent confidentiality obligations contentious insolvency actions to the table. the case of default judgments. enforcement action in KSA. > draw-down on a government-held performance bond Public Entity Disputes Our representative experience

Confidential vs the Ministry of Interior We advised an international company that intended to bring legal action against the Ministry of Interior for a contractual dispute in the value of over $30m, and We are fully familiar with the workings supported it in reaching a mutually acceptable settlement with the Ministry. of administrative court litigation, having Mobily vs the CITC (Appeal) acted on a number of cases within the We acted for Mobily in its appeal against the CITC’s adverse decision Board of Grievances – the Kingdom’s in relation to a contractual dispute between Mobily and STC. This involved a detailed technical assessment of the CITC’s decision- administrative courts. In addition, we making process and whether this had been correctly applied. benefit from the in-depth experience Dallah Hospitals vs the Ministry of Health. of our bench of former judges, who We have acted for Dallah Hospitals in a number of claims against the Ministry of Health, including in objecting to fines imposed on the hospital. have held senior appeal judge roles at the Board of Grievances, and positions AlRajhi for Steel Manufacturing vs the Ministry of Petroleum We acted for the claimant company against the Ministry of Petroleum within the Supreme Judicial Council to object against the Ministry’s decision to draw down on the Claimant’s bank guarantee. Our action led to a successful settlement between the and Deputy Minister roles. parties in which the Ministry agreed not to draw down the guarantee.

Bakr Abulkheir and Nasser AlSaqqa vs Ministry of Commerce & Investment As part of the CMA litigation against Deloitte Saudi for its involvement in the Mohammed AlMoajal Group (MMG) audits, we currently represent two Deloitte Saudi partners (founding partner Mr Bakr Abulkheir and Mr Nasser AlSaqqa) in objecting to the disciplinary sanctions (striking off and a six month suspension respectively) imposed on them by the MoCI committee charged with investigating and issuing disciplinary sanctions on chartered accountants. Arbitration Representative experience of both teams

A major contracting company in a Saudi A prominent state-owned UAE company, arbitration against a member of the Royal Family in a high stakes, high profile arbitration in We regularly represent clients in relation to a construction dispute. Despite relation to a major investment in Africa. the defendant’s desire for the case to be dealt The dispute related to the termination of in arbitrations in Saudi Arabia, with via the judiciary, we were able to effectively joint venture and concession agreements. override his political influence and successfully with a particular specialism argue for the implementation of the arbitration A major television broadcasting company in in construction disputes. For clause in the contract between the parties. an ICC arbitration against several other major media, broadcasting and licensing companies international arbitrations, our A large contracting company in defending from the Middle East, for violations of a a Saudi arbitration claim brought against it cooperation and services agreement. agreement with elite magic circle by the transferor of a subsidiary company. law firm Linklaters allows us to A UAE-based major telecommunications company in an ICC arbitration concerning offer our clients the specialist a dispute with a minority shareholder Expert witness experience of their leading regarding an investment in Africa. Our bilingual lawyers are able to provide expert witness assistance in international arbitration teams, A Saudi Arabian company against a German litigation and arbitration cases outside manufacturer of medical appliances of KSA in which Saudi law issues arise. based in London and Paris. in an ICC arbitration arising from the termination of a distribution contract. We understand the importance of providing a detailed, reasoned and An African State against a claim by a balanced explanation of Saudi law Dubai-based entity in ICC arbitration matters, including explanations of for alleged breaches of a contract Shari’ah matters. As many of our and a settlement agreement. lawyers are well-versed in the legal systems of Western jurisdictions, our familiarity with those systems enables A major international oil company in ICC us to fully support in the drafting of arbitration against Persian Gulf-based parties expert witness statements. concerning the explosion of a factory. Anti-bribery and Corruption

Anti-bribery and corruption measures have received increased focus in the Kingdom, in line with Vision2030, leading to a range of regulatory measures aimed at targeting risks of corruption.

At the forefront of these measures is within the Council of Ministers, giving to address the numbers of individual the new Government Tenders and us unique insight into the reasoning investors acting under the cover of a Procurement Law, issued in July 2019. and justifications behind the measures sham employment arrangement as a Whereas the previous law had equally included within these regulations. means to circumvent Foreign Investor provided for strong anti-corruption licensing requirements. measures, the new law comes coupled The new Privileged Iqama law, issued with detailed regulations covering Code in May 2019, is also a targeted anti- Our team regularly advises international of Conduct and Conflict of Interest, corruption measure, and on which our investors on the anti-bribery framework in focusing heavily on preventing the Government Advisory team was involved KSA, as regulated particularly by the Anti- risk of corruption within government in advising. By providing a means by Bribery Law, the Civil Service Law, and procurement. Our Government Advisory which foreign individual investors can other regulatory instruments governing team drafted and negotiated both reside permanently in KSA without the gifts to public officials. regulations at the Bureau of Experts need for a Saudi sponsor, this seeks Cyber Crime White-collar crime

With the surge in the use of social media in recent times, we have seen Our Dispute Resolution team has represented high-profile individuals and increased reference to the Anti-Cyber Crime Law being used against individuals companies in defending a range of white-collar crime allegations, including posting defamatory comments on Twitter and other social media platforms. multi-jurisdictional investigations and actions.

We have acted on and advised in a number of cases involving the Anti-Cyber In a landmark case, we successfully defended our client in relation to Crime Law. As violations constitute criminal actions, a complainant would allegations of breaches of the Anti-Concealment Law, which prevents be entitled to file a criminal complaint against the alleged perpetrator, for the foreigners from conducting business activities in Saudi Arabia without Bureau of Public Prosecution to pursue as appropriate, as well as to bring civil obtaining a license from SAGIA. Our submissions were fully reflected, actions for compensation against the defendant in question. almost word for word, in the final court judgment, and effectively rewrote and clarified the principles of the Anti-Concealment Law. Most importantly, In our experience, we have noted a trend in the judiciary taking an we established that it can be permitted to offer senior expatriate employees expansive view of what constitutes a crime for the purposes of the Anti- large bonuses without this being regarded as concealed distribution of Cyber Crime Law, with alleged "defamatory” comments on social media profits to a foreign investor. platforms being regarded as breaches of the widely worded articles 3(5) (defaming or inflicting damage upon others through IT devices) or 6{1) We have also represented clients at the highest level of appeal, to the extent (transmitting material that impinges on public order, religious values, public of submitting in some instances directly to the Custodian of the Two Holy morals and privacy through information networks or computers) of the law. Mosques (the ) to appeal a decision of the Supreme Court in cases worth billions of US dollars. We have also advised in relation to civil claims for compensation in relation to reputational damages arising from defamatory comments made on social media platforms and other media formats, with such type of claims also witnessing an increased trend.

Transactions – Banking & Islamic Finance

We have a leading Banking & Islamic Finance practice in KSA. The team advises on the entire range of corporate and project finance structures. We have deep experience of can impact in a wide range of Murabaha the KSA law issues arising on areas such as the enforceability (cost-plus financing) both conventional banking and of warranties and indemnities, Islamic financing structures recoverable damages and commonly used to finance KSA events of default. Sharia and Tawarruq/Commodity Murabaha businesses and projects. other KSA law issues such as the (murabaha financing) possibility of applying foreign Islamic finance involves the governing laws and international application of Sharia principles arbitration will apply equally to financial activity. KSA derives to conventional financing Musharaka its laws from the Holy Book, the structures adopted in KSA. (equity financing) Quran, and the Sunnah which is a collection of statements made Our Banking and Islamic Ijara by the Prophet Mohammed Finance team has advised (leasing) (PBUH). In practice judges both local and international normally refer to archaic borrowers as well as the KSA statements of established Government and international scholars of Islamic theology financial institutions on financing Islamic finance (commonly known as Sharia) transactions. We have developed structures to ascertain and apply the true an enviable record of advising intentions of the sacred texts. key players on landmark projects Sharia principles can impact throughout KSA. Our project financing structures in a number finance expertise comprises a of ways. The most widely known broad range of industries and issue is the prohibition on our clients include lenders, interest but other principles such developers, institutional as the non-permissibility of both investors, project companies speculation and uncertainty and other parties. Bai Salam (forward financing)

Mudaraba (participation financing) Istisna’a (construction financing) Our recent experience includes a broad range of cutting edge, complex and strategically important transactions and projects. SAR10bn SAR2.7bn sovereign KSA murabaha project international loan financing

Highlights of our bank financing and project finance credentials

The arrangers as Saudi Arabia expanded Emirates NBD as a lender to Farabi Petrochemicals on the project The arrangers in relation to a its $10bn international loan to raise Archirodon group NV on the financing of its paraffin and derivatives SAR1bn Islamic financing to $16bn, one of the largest financings admission of two Saudi obligors to its complex located at Yanbu Industrial City. Advanced Energy Systems. in the Middle East to date. The deal US$301m syndicated loan facility. introduced a Sharia compliant tranche The lenders on the US$2.3bn Saudi Investment Recycling Company alongside the conventional loan facility. HSBC Saudi Arabia as agent on the partial refinancing of the US$14bn in relation to its acquisition financing refinancing of Al-Waha Petrochemical SATORP refinery project in Jubail. of GEMS Waste Management. Arab National Bank and The Saudi Limited’s debt through a SAR1,964m ijarah British Bank on the SAR2.7bn murabaha facility and SAR375m murabaha facility. The lenders in relation to a refinancing Samba Bank on the debut financing project financing to Port Development for Sahara and Ma'aden Petrochemicals for Global Data Hub, a subsidiary Company for the development and Export-Import Bank of China as Company (SAMAPCO), a joint venture of Saudi Electricity Company. operation of King Abdullah Port in lender on the US$1.472bn facilities between Sahara Petrochemical Company King Abdullah Economic City. relating to the 873 MW hydro-electric and Saudi Arabian Mining Company. Al Ahli REIT on its debut SAR600m Suki Kinari Hydropower Project Ijarah financing provided by Arab Petroleum Investments Corporation that included a Saudi sponsor. Bahrain Petroleum Company on National Commercial Bank. on the SAR300m murabaha facility for the financing of the expansion Global Environmental Management The Saudi British Bank on of its refining capacity. Services LLC as purchaser. SAR1.090bn Multi-currency Term and Revolving Facilities for National Container Terminals Co. Ltd. Transactions – Corporate/M&A

Corporate/M&A transactions in KSA present many and varied opportunities for our clients, with the further opening up of the country to foreign direct investment and expansion of the private sector following the publication of the government’s Vision 2030 and its implementing programs including the National Transformation Program and Privatization Program. €4.4bn US$2bn SAR1bn acquisition outsourcing joint venture

Highlights of our Corporate / M&A credentials

Savola Group on the acquisition of a 51% Savola on its bid for Americana. The restructuring of the Saudi Industrial Saudi Investment Recycling Company stake in the Al Kabeer group, a frozen Projects Company franchise to bottle (SIRC), a wholly owned subsidiary of the foods business in the Middle East, from the and distribute Pepsi beverages in Eastern , on the acquisition Standard Chartered Bank on the US$75m Subberwal family. region of KSA. of Global Environmental Management fundraising and subsequent minority Services from Jadwa Investment addition equity investment in Construction as part of SIRC’s role as the national The Public Investment Fund on behalf of the Products Holding Company. Schneider Electric on the sale of its champion in the Kingdom of Saudi Arabia Kingdom of Saudi Arabia on the acquisition KSA transportation business to Kapsch for the waste management sector. of a 50% stake in Americana (IFLR Middle TrafficCom AG. The establishment of a US$2bn outsourcing East M&A Deal of the Year 2017). joint venture (call centre company) between Advanced Petrochemical Company on its Saudi Telecoms Company and the India Saudi Arabian Fertilizer Company (SAFCO) joint venture with SK Gas to build propane The Public Investment Fund on behalf of the based Aegis Limited. on its acquisition from Saudi Basic dehydrogenation and propylene facilities in Kingdom of Saudi Arabia on the EUR 4.4bn Industries Corporation (SABIC) of SABIC Jubail Industrial City, with a value of US$1.8bn. acquisition of a 55%-stake in AccorInvest. Agri-Nutrients Investment Company for TasHeel on its disposal of VSF Global of a consideration of SAR4.59bn and the 100% of its Middle Eastern visa facility related capital increase and share issuance An international pharmaceuticals group The Public Investment Fund on behalf management business and its 50% interest to SABIC in consideration for the purchase. on its acquisition of a local agent’s of the Kingdom of Saudi Arabia on the in VFS Tasheel, the outsourced visa services distribution business for its products for a US$3.5bn acquisition of a 50% stake in partners of the Kingdom of Saudi Arabia. consideration of US$24.5m. Adeptio AD Holdings SPC Ltd. GEFCO Group on its MISA licensed joint venture with Almajdouie Logistics to GE and Dussur on the establishment of provide finished vehicle logistics services Yildiz Holding on its acquisition of United Oyo on the establishment of its hotel and their SAR1bn joint venture to manufacture in the Kingdom. Biscuits in Saudi from private equity funds tourism businesses in KSA. gas turbines. managed by Blackstone and PAI Partners. Transactions – Equity & Debt Capital Markets

We have experience of advising on the full range of debt and equity issues and derivatives and structured finance transactions in KSA, leveraging Linklaters market-leading capital markets practice and global network of offices. A key strength of the combined Linklaters and Z&Co. offering is the ability to offer a Our team has counseled and advised clients on: global team combining technical expertise and wealth of experience with regular contact with listing authorities and regulators. We have extensive experience of advising in relation to Saudi issuers, investors and financiers in the IPOs and listings on the KSA context of the Euromarkets, the U.S. capital securitisations stock exchange () markets and Asia. We work closely with clients to meet their expectations of, and need for, a full securities law service and are able to provide advice on complex and innovative issues at the forefront of the international secondary offerings structured products capital markets.

The team has built a strong reputation for counselling leading companies, investors and issuers throughout KSA and around private placements investment funds the globe on domestic and cross-border securities issues and the development of new and innovative financial instruments. Our experienced Capital Markets/Sukuk team counsels and advises clients on the full range Sukuk real estate investment funds of KSA securities transactions and capital market laws.

The team is well-established in the Islamic Finance market. Z&Co.’s Sharia specialists regulatory capital sovereign funds work regularly with the Capital Markets/Sukuk team to counsel clients around the world on the fundamental principles of Islamic finance and assist clients with Sharia-compliant Bonds, including equity- transactions and financing. linked (convertible and derivative products exchangeable) issues US$660m US$680m US$1.15bn IPO of International IPO of Emaar IPO of International Company Company

Highlights of our KSA and wider Middle East ECM credentials

Saudi International Petrochemical J.P. Morgan and Citigroup on the IPO Credit Suisse and HSBC on the Goldfields Limited on the secondary Company on the US$660m IPO of Saudi of Aluminium Bahrain B.S.C., by way of US$270.6m IPO and listing on NASDAQ listing of American depositary shares International Petrochemical Company an equity listing on the Bahrain Stock Dubai by Damas International Limited. on the Dubai International Financial on the Riyadh Stock Exchange. Exchange and a global depositary Exchange each representing one receipts listing on the London Stock ordinary share of Goldfields Limited. Deutsche Bank, Merrill Lynch, Exchange. Sipchem and Axa Saudi Arabia on their Millennium Finance Corporation and IPO’s. SHUAA Capital on the US$4.96bn IPO On DP World’s US$1bn issue of J.P Morgan on the AED 1bn rights issue and NASDAQ Dubai listing of DP World, convertible notes, the first ever DIFC by UAE telecoms operator “du”. the largest IPO in the Middle East to convertible bon. HSBC and SABB on the US$680m IPO of date. Emaar The Economic City on the Riyadh Stock Exchange. HSBC, Deutsche Bank, UBS and J.P. SAFCO on its capital increase and share Morgan on the US$1.15bn issuance of Citigroup Global Markets Limited on issuance in connection with the purchase ordinary shares in the form of global the US$260m offering of 71% of the of SABIC's agri-nutrients business. Emaar Malls on its listing and IPO on the depositary receipts by Global Investment ordinary share capital of Alia – The Royal Dubai Financial Market. House K.S.C.C. Jordanian Airlines (Royal Jordanian) plc company by the government of Jordan. US$2bn US$3bn MYR3.5bn Trust Certificates Merger sukuk murabahah programme

Highlights of our KSA and wider Middle East DCM experience

The National Commercial Bank on its issue Emaar Properties PJSC on annual updates The joint lead managers on Dubai Islamic The joint lead managers on the issue of of SAR1.3bn fixed rate Reset tier 1 Capital of Emaar Sukuk Limited’s US$2bn trust Bank’s US$1bn additional tier 1 sukuk issue US$1bn trust certificates due 2023 by Medjool Sukuk by way of private placement. certificate programme, and its listing on (2015). Limited (Emirates) (the IFLR Middle East Debt NASDAQ Dubai, and issue of a number and Equity Deal of the Year for 2013). of series of trust certificates thereunder, On the global consent solicitation exercise The joint lead managers on the US$300m including, most recently, the issue of in relation to 28 series of outstanding issue of certificates by Dubai Investments Abu Dhabi National Energy Company PJSC US$750m certificates due 2026. bonds and sukuk with an aggregate Park Development Company. on the establishment of its MYR3.5bn sukuk nominal amount of approximately US$3bn murabahah programme under the Malaysian issued by First Gulf Bank prior to its merger The National Commercial Bank on its “deemed approval” regime, and debut issue The dealers/managers on the simultaneous with National Bank of Abu Dhabi P.J.S.C. SAR1bn AT1 Capital, SAR2bn AT1 Capital and of MYR650m sukuk due 2022 thereunder. establishment of a US$1bn multicurrency SAR2.7bn AT1 Capital sukuk issuances. sukuk issuance programme (and US$600m On the US$250m tier 1 Capital Certificates issuance of sukuk thereunder) and a US$1bn The joint lead managers on Riyad issue by Kuwait’s Warba Bank. The joint lead managers on the issue of EMTN programme by Bahraini Sovereign Bank’s SAR11.25bn dollar-denominated US$500m sukuk due 2019 for flydubai. Wealth Fund Mumtalakat. international Tier 2 sukuk programme and $1.5bn issuance of 10 year sukuk under Emaar Malls Group on its debut US$750m the programme. Sukuk al Wakala structure, listed on The National Commercial Bank on The joint lead managers on the issue NASDAQ Dubai. its issuance of SAR5bn tier 2 capital of US$200m subordinated perpetual Basel III-compliant sukuk, the largest certificates sukuk-al-mudaraba by The Ministry of Finance on the sixth capital markets issuance by a financial GEMS MEA Sukuk Limited (the first ever (US$5bn) and seventh (US$7bn) The issue of US$700m sukuk due 2024 by institution in Saudi Arabia and the largest international corporate hybrid sukuk). international issuances under the Dubai International Financial Centre. subordinated instrument by a financial Kingdom of Saudi Arabia’s Global institution in the MENA region. Medium-Term Note Programme. Our team CVs Monaji Zamakhchary Monaji joined the Aramco Scholarship Monaji has also founded an online Program and graduated from Warsash learning company ‘KLDera’ which owns Partner and Managing Director Maritime Academy in the UK as a Marine the Maraam.io online training center. [email protected] Officer in the Merchant Navy. After Under his Chairmanship of KLDera the working as a Marine Officer for 3 years, company entered into a partnership Monaji attended Nottingham Law School with Microsoft to access markets across where he gained his graduate LLB and the Arab world making it the first online LPC certificate in England and Wales. learning company to be approved as a co-sell partner of Microsoft. Monaji also obtained a Master of Laws degree in International Law from the Monaji has in his capacity as a lawyer University of Wales and has also attended closed a number of significant, courses at INSEAD covering a wide range commercial and financial deals of topics including economics, finance, representing international companies, accounting, leadership, marketing and and Saudi Government entities in local strategy. After working as a private and international markets. Monaji has practice lawyer with a number of also worked as an advisor to a number international law firms in Dubai, London of ministries and government entities and Riyadh, Monaji founded Z&Co in drafting regulations for key structural in Saudi Arabia after acquiring a local reforms of the Saudi economy. He also practice. Under Monaji’s leadership, Z&Co sits on a number of committees in his now works in agreement with Linklaters, a capacity as an advisor to a number of member of the magic circle of elite British private and public entities. law firms. H.E. Abdullatif AlHarthi H.E Sheikh Abdullatif served as deputy H.E Sheikh Abdullatif has represented the minister for the Ministry of Justice and Kingdom before the Gulf Cooperation Partner was a member of the Supreme Judicial Council and has been entrusted with the [email protected] Council for four years. He also served as presidency of numerous committees a Board of Grievances judge for over 14 within the Ministry of Justice, Supreme years, and as a member of the Technical Judicial Council and the Bureau of Affairs Office, was assigned as president Experts, resulting in the creation of an of the administrative courts in Jeddah. impressive network of colleagues in the legal sector that H.E Sheikh Abdullatif is During his tenure as a Board of able to call upon to produce swift legal Grievances judge, he worked in the interpretations in various fields of the law. administrative, commercial, disciplinary and the penal circuits and was also H.E Sheikh Abdullatif received his entrusted to draft and review rules bachelor’s degree in Law from Umm and regulations that were ultimately Al-Qura University, where he graduated submitted to the Board of Grievances. with distinction, receiving excellent on his certificate and graduating first place in his department in 1997. Sarah Gonem Sarah Gonem is a Partner at advising the Ministry of Transport on Sarah’s international experience and Zamakhchary & Co. lease of its lands; leading the team language skills means she acts as Partner drafting the Public Health Law for the an essential conduit between the [email protected] Before joining the firm, Sarah worked at Ministry of Health; and working closely local Shari’ah and judicial context Squire Sanders in London. She received with the Diplomatic Quarters General and international best practice in the her LLB Degree (First Class) from the Authority and the Royal Commission management of complex commercial University of Southampton and completed of Mecca City and the Holy Sites on a issues and disputes. the Legal Practice Course (with Distinction) number of regulatory mandates. at the College of Law, London. Sarah therefore works closely in Being fully bilingual, Sarah works the overall project management of Sarah’s core practice is in government closely with our litigators, where she is complex commercial matters, including advisory and commercial litigation heavily involved in project-managing supporting in scrutinising the structure practice areas. She leads on core the execution of strategy in high-value and justification of each argument to regulatory mandates, including commercial actions. This includes ensure that multiple workstreams and advising the PIF in relation to both the representing the government of the action items are properly and efficiently Amaala Project and the Riyadh Centre Kingdom of Saudi Arabia as defendant carried out. regeneration; leading the team drafting in an international dispute filed by three separate regulations to be issued an investor at the Arab Investment under the new Government Tenders Court, and representing international and Procurement Law (GTPL) as well companies including Grant Thornton, as template procurement contracts Zain Group and Deloitte in litigation for all government entities to apply, as matters in KSA. mandated by the Ministry of Finance; Martin Creek Martin is Head of Z&Co’s transactions > Novartis International AG in relation > TasHeel Group on the sale of the Al practice and has been based with to its acquisition of GSK’s oncology Etimad facility management group to Partner the firm in Riyadh since 2013. His products, the combination of its VFS Global [email protected] experience prior to joining to Z&Co OTC business with GSK’s consumer > The arrangers on the US$16bn dual includes working in the corporate business in a joint venture and the sale conventional and Islamic financing to department at Slaughter and May in of its Saudi Vaccines business to GSK the Kingdom of Saudi Arabia London. He received his law degree > The banks on SAR375m murabaha > Public Investment Fund (PIF) on from the University of Oxford, BA in and SR1.964bn ijaraha facilities for Al behalf of the Kingdom of Saudi Arabia Jurisprudence and is admitted as a Waha Petrochemicals Limited on its acquisition of a stake in the Solicitor in England and Wales. Martin > Arab National Bank and the Saudi Accor Invest property business has considerable experience of advising British Bank as financiers for the > Saudi Industrial Recycling Company, clients in a wide range of matters SAR2.7bn murabaha project financing a company wholly-owned by PIF, on including corporate and commercial, to Ports Development Authority to its acquisition of the share capital of capital markets, bank finance and finance the development of King Global Environmental Management foreign investment transactions, with Abdullah Port in King Abdullah Services LLC and the related a particular emphasis on corporate Economic City acquisition financing acquisitions and joint ventures. > Lockheed Martin on its contract > FS Italiane, the Italian State rail with Arabsat and King Abdulaziz company, as Member of FLOW Key recent experience includes advising: City for Science and Technology consortium with Hitachi and Alstom to manufacture two A2100 on the award of the operation and communications satellites maintenance services contract of > Arab Petroleum Investment lines 3, 4, 5 and 6 of the Riyadh Corporation as investment agent on Metro, including establishment of the the SAR300m murabaha facility for FS subsidiary and a company jointly Global Environmental Management owned by FS and Hitachi, together with Services LLC leading the ongoing support to Flow under a general retainer agreement Omar El Sayed Omar is a Banking & Finance Partner > the arrangers in relation to a passu with a sukuk in favour of Jebel based in Riyadh and has almost a US$1.15bn revolving credit facility for Ali Free Zone FZE Banking & Finance Partner decade of on the ground Middle East Oman Oil Company S.A.O.C. > the lead arrangers on the US$750m – Saudi Arabia experience. Omar has extensive English > GEMS MENASA (Cayman) Limited in refinancing for Kuwait Foreign Petroleum [email protected] and Arabic transactional experience relation to a US$1.25bn conventional Exploration Company (KUFPEC) from London, Dubai and Saudi Arabia and Islamic financing > Emirates NBD Bank PJSC on multiple on all areas of bank lending, with a > the arrangers in relation to a US$16bn real estate and syndicated financings particular focus on syndicated loans and dual conventional and Islamic financing to GCC borrowers Islamic financings in the Gulf region, for the Kingdom of Saudi Arabia > on the US$170m conventional and as well as experience in acquisition > on the US$1.45bn conventional and Islamic financings to Egyptian oil financings, private equity financings, Islamic syndicated facilities to the services company Advanced Energy real estate financings, regulatory Jumeirah Group Systems Company SAE capital financings and the financial > on the US$200m and AED3.049bn > the lenders on the restructuring restructuring of government and revolving facilities to Majid Al Futtaim and refinancing of Lamprell plc’s corporate entity assets within the Middle Holding LLC US$700m existing facilities East and Europe. > on the US$3.1bn syndicated > the administrators on the conventional and Islamic facility in administration of Lehman Brothers Omar has co-headed our Egyptian favour of Abu Dhabi National Energy International (Europe) finance practice since May 2015. Omar Company (TAQA) > a large Saudi bank on its Tier 2 also spent 7 months seconded to the > on the US$6bn conventional Sharia compliant capital funding of a legal transactional group of Emirates and Islamic facilities to Equate subsidiary based in Europe NBD Bank PJSC in 2016. Petrochemical Company > the lenders on multiple acquisition > on the US$1.1bn conventional and financings to the Abraaj Holdings group Recent transactions of significance Islamic facilities in favour of Port & > Hertz on multiple financings to its include advising: Free Zone World FZE joint venture in Saudi Arabia > the lenders on a US$1.85bn > Borse Dubai in its US$2.4bn conventional syndicated facility in conventional and Islamic refinancing > Emirates NBD and Burgan Bank in favour of Oman Oil Company (OOC) and multiple margin loan refinancings relation to a US$142.74m financing for > the lead arrangers on a AED4.4bn for Borse Dubai City Land Real Estate Development secured Islamic facility ranking pari Waleed Rasromani Waleed returned to the Middle East in Drilling Company, a joint venture > PwC on its acquisition of Booz & 2018 after many years at the firm’s London between Schlumberger and TAQA Company, the restructuring of its Head of Corporate office, where he managed some of the (Saudi Arabia) global network and the reorganisation – Saudi Arabia firm’s largest transactions. Since returning > Finablr on the acquisition of Bayan of its business in Africa [email protected] to the region, Waleed has led Linklaters’ Payments Limited, a Fintech company > Unilever on the €6.875bn sale of its Corporate/M&A work in Saudi Arabia and in Saudi Arabia global baking, cooking and spreads splits his time between Dubai and Riyadh. > OYO on the establishment of its hotel business to KKR He advises regional and international and tourism businesses in Saudi Arabia > National Grid on the £13.8bn sale of a clients on a range of transactions in the > an international consumer goods majority stake in its UK gas distribution region, including public and private M&A, company on the restructuring of business to a consortium comprising joint ventures and venture capital. its manufacturing and distribution Qatar Investment Authority, Macquarie businesses in Saudi Arabia Infrastructure and Real Assets, Allianz Waleed is a native Arabic speaker and > a Saudi corporate on the proposed Capital Partners, Hermes Investment dual-qualified in England and Wales and acquisition of a Saudi food franchise Management, CIC Capital Corporation, the Kingdom of Bahrain. business Dalmore Capital and Amber > Bahrain Mumtalakat Holding Infrastructure Limited/International Select experience includes advising: Company on various acquisitions in Public Partnerships Europe and the Middle East > a consortium comprising Abu Dhabi > Emaar on its proposed joint venture Investment Council, JPMorgan, > Saudi Arabian Fertilizer Company with Aldar for the Saadiyat Grove in Swiss Life, White Summit Capital on the proposed acquisition of the Abu Dhabi and the Emaar Beachfront and Covalis Capital on the €2.5bn agricultural nutrients businesses of in Dubai acquisition of Spanish energy supplier Saudi Basic Industries Corporation > Dubai Holding on various proposed Naturgas Energía Distribución from > Saudi Investment Recycling Company venture capital investments Energias de Portugal (a subsidiary of the Public Investment > Ahli United Bank on its proposed > LetterOne on the €5.1bn acquisition Fund of Saudi Arabia) on the merger with Kuwait Finance House of DEA, comprising the upstream oil acquisition of Global Environmental > EY and Deloitte on the reorganisation and gas business of RWE globally Waste Management Services of their businesses in the Middle East including Algeria, Egypt and Libya > Schlumberger on the sale of its and North Africa regional land rig business to Arabian Abdullah Swaiti Waad Bin Himd Majed AlMushaiqh Counsel Counsel Counsel [email protected] [email protected] [email protected]

Abdullah Swaiti is a counsel at Zamakhchary & Co. Waad is a licensed Saudi lawyer with over 13 years’ Majed is a Litigation Counsel at Zamakhchary & Co. Before joining the firm, Abdullah worked at a number experience, having joined us from SEDCO Holding Prior to joining the firm, he worked as a judge in the of international firms including Dentons and Ernst & where he held the role of VP Legal Counsel. Waad Administrative Courts and the Commercial and Penal Young. Abdullah is a qualified lawyer, project manager holds a Master of Laws from Baltimore University, USA. Circuits at the Board of Grievances in Jeddah, Makkah and engineer and has extensive experience in all fields.. and Qassim. Abdullah received his LLB (with honours) from Griffith Waad has significant experience of a range of University in Australia and is admitted as a solicitor and commercial and corporate matters including His wealth of experience in the Board of Grievances, barrister in Australia. compliance with Saudi Arabia Monetary Agency (SAMA) both as a judge and as a litigator, has earned him deep and the Capital Market Authority (CMA). respect among both current judiciary and opposing Abdullah is a process improvement expert with deep litigators, making him a highly credible representative experience driving change for both government and private He has been involved in the formation, operation and for our clients at court hearings. sector clients. He has successfully driven organisational and structure of companies in line with SAMA and CMA productivity improvements across a myriad of projects in compliance requirements, along with shareholding, Majed has also previously worked at the High Judicial various industry and business sectors. capital market regulations and corporate governance Institute as Head of the Shari’ah Department and standards. lectured in law and legislation at King Saud University, Abdullah draws on his unique legal skills and experience King Abdulaziz University and Qassim University, in contract/commercial management to deliver Waad is also familiar with secured lending and ensuring that his extensive experience is matched by a intuitive solutions for clients. He is highly successful in security issues in Saudi Arabian investment and their depth of Shari’ah knowledge essential for developing negotiating a myriad of small to large agreements in a implications for business and economic activity, cast-iron submissions. large cross-section of industry and business sectors. He receivable financing and litigation matters before the has successfully advised board members in multinational Committee for Settlement of Banking Disputes. Majed’s years of experience in commercial actions at the organisations as to process improvement, strategic Board of Grievances means he is an invaluable asset for procurement and client engagement. As a bilingual lawyer, Waad has substantial experience attending court hearings and making oral submissions in vetting, drafting and negotiating legal documents as required by the court. In addition, his depth of Abdullah’s primary practice includes commercial, and agreement for corporate and financial transactions knowledge enables him to evaluate niche technical regulatory and policy advisory to both public and both in Arabic and English. arguments in the eyes of the likely view of the court. private sector clients. Muneera AlWahbi Abdulrahman AlSaeed Karim Haroun Senior Associate Associate Associate [email protected] [email protected] [email protected]

Muneera has a broad practice in commercial advisory, Abdulrahman is a Saudi-qualified Associate, graduated Karim is an experienced commercial bilingual lawyer litigation and regulatory work. She holds a Bachelors in Law from King Saud University, who specializes in with over 9 years of legal experience. He holds an LLM degree in Law from the College of Law and Political litigation matters. degree from Indiana University, USA. Sciences in King Saud University. He acts as one of our core team of advocates in the Karim’s primary focus is on corporate and commercial Muneera’s focus is advising on commercial litigation, KSA courts, including the General Courts, Commercial matters, including contract drafting and reviews, and corporate and commercial matters including Courts, Enforcement Courts and Labour Commissions, advising on joint ventures, acquisitions, foreign incorporation of companies (whether local or foreign- across Riyadh, Jeddah and AlKhobar regions, and has investments, assisting on preparing and filing IP owned), drafting resolutions, undertakings, and attended hearings up to the levels of Courts of Appeal applications and company incorporations. memoranda of understanding, and reviewing and and the Supreme Courts. Abdulrahman is also currently drafting bilingual commercial agreements. on the team advising the KSA government in respect of The range of Karim’s work covers drafting numerous a SAR140m claim filed against it at the Arab Investment types of agreements, including but not limited Her commercial law experience – including day to Court, based in Egypt. to franchise agreements, retail agreements, loan day involvement in advocacy – along with her Arabic agreements, sale and purchase agreements, lease language drafting skills makes her a core asset in legal As part of his litigation-management role, Abdulrahman agreements, EPC, escrow agreements, management research and drafting submissions for commercial regularly conducts dedicated follow-up of our cases at agreements, real estate, employment agreement, supply litigation matters. the courts to ensure our matters progress efficiently. agreements, sale contracts and construction agreements. Abdulrahman also supports the regulatory team in research and assessment of issues, given his excellent Arabic-language and research skills. Basma Alrasheed Sharaf Kazim Noran AlAhmadi Associate Associate Associate [email protected] [email protected] [email protected]

Basma is an associate within the Regulatory and Sharaf is a Saudi-qualified Associate at Zamakhchary & Noran is a Saudi-qualified Associate at Zamakhchary Dispute-Resolution departments, with several years of Co. He received his Bachelor of Laws from Nottingham & Co. She received her Bachelor of Laws from King experience in local regulatory and litigation practice. Trent University in the United Kingdom, and his Master’s Abdulaziz University, and her Master’s degree from the She has excellent Arabic drafting skills and deep Shariah degree in International Business and Negotiation from University of Denver, Sturm Collage of Law. knowledge and therefore forms a vital part of the Southwestern Law School, United States. associate team. Basma is a graduate of Princess Nourah With excellent English and Arabic language skills, University, and also obtained a Masters degree in law With excellent English and Arabic language skills, Noran works across the Regulatory and Transactions from King Saud University graduating with honours. Sharaf works across each of the Litigation, Regulatory departments. Her experience includes reviewing and Transactions departments. His experience and drafting a range of commercial agreements and includes reviewing and drafting a range of commercial documents, including franchise agreements, lease agreements and documents, including franchise agreements, loan agreements, corporate governance, agreements, lease agreements, loan agreements, bylaws, minutes of meetings and resolutions, ensuring corporate governance, bylaws, minutes of meetings that she has a solid understanding of commercial and resolutions, ensuring that he has a solid relationships and corporate governance matters. understanding of commercial relationships and corporate governance matters. Noran has also held a period as a secondee at the Royal Commission for Mecca City and the Holy Sites. Within the litigation team, Sharaf is involved in attending hearings and drafting submissions for significant cases. Abeer Bokhari Sara Alselami Maisa AlZahrani Associate Associate Associate [email protected] [email protected] [email protected]

Abeer is a Saudi-qualified Associate, graduated in Law Sara is an associate with Z&Co., having studied and Maisa is an Associate at Zamakhchary & Co. She from King Abdulaziz University, and holding an LLM practiced in London prior to relocating back to KSA. received her Bachelor’s degree in law, from the from George Washington University. Princess Nourah University. Sara assists the Regulatory, Government Advisory and Before joining Z&Co., Abeer worked in-house at Transactions departments and is able to seamlessly With excellent English and Arabic language skills, Maisa Sidra Capital, and was heavily involved in corporate, communicate in Arabic and English at all levels, with works across both the Litigation and Commercial financing, real-estate and other transactional matters. excellent drafting, communication and critical thinking Advisory departments. Her experience includes reviewing skills. Her previous experience includes working and drafting a range of commercial agreements and Given her excellent Arabic and English legal drafting skills, in a variety of legal circles in London ranging from documents, including franchise agreements, lease Abeer works primarily in corporate and regulatory matters, International Human Rights to Investment Banking and agreements, loan agreements, corporate governance including drafting memoranda and regulations, as well as from high street firms to global brands such as Deloitte. bylaws, minutes of meetings and resolutions, ensuring transactional corporate support and due diligence. that she has a solid understanding of commercial Sara studied Law at BPP University achieving an upper relationships and corporate governance matters. second class honours degree. She subsequently obtained her Master of Laws from SOAS University specialising in Banking Law with a focus on the Law of International Finance, International Commercial Arbitration and Sharia Law. Lamya AlDosari Emad ElBarwody Abdulaziz Gabbani Associate Associate Associate [email protected] [email protected] [email protected]

Lamya is an Associate at Zamakhchary & Co. Emad Al Baroudi is a Shari’ah researcher with over 16 Abdullaziz is a Law and Public Affairs associate with She received her Bachelor of Laws from Coventry years experience in Shari’ah research and Arabic drafting. experience in mentoring and advising peers, planning University in the United Kingdom. and promoting events with a focus on social justice and Emad’s focus is on producing the highest quality Arabic public affairs. He graduated in December 2018 at Lasell With excellent English and Arabic language skills, language outputs combined with ensuring contracts College, Newton, MA with a Bachelor Degree in Arts, Lamya works across each of the Litigation, Regulatory and agreements are aligned with Shari’ah requirements. Law and Public Affairs minor of Political Science. and Transactions departments. Her experience includes reviewing and drafting a range of commercial Emad graduated from Cairo University in 1998 with His experience includes working as a International agreements and documents, including franchise a degree in Arabic language and Islamic Services. Student Peer Advisor, Waiter and Co-Coordinator of agreements, lease agreements, loan agreements, International Program. His work experiences allowed corporate governance, bylaws, minutes of meetings him to assist new international students in meeting US and resolutions, ensuring that she has a solid and International Students to encourage multicultural understanding of commercial relationships and friendships and support, offering assistance with paper corporate governance matters. work and ensuring all documents were provided to appropriate office like Health Services and acted as role model and mentor for incoming students and answered all questions regarding Lasell College and General Policies.

He is fluent is Arabic and English. Zamakhchary & Co 4th Floor, Al-Mada Center 7758 King Fahad Road Olaya, Unit No.3 Riyadh 12333-4187 Kingdom of Saudi Arabia

T +966 11 218 2900 F +966 11 288 1313 E [email protected] www.zamakhchary.com