“This firm has a long established reputation for excellence in the energy sector…”

Chambers & Partners, 2010

WHY SQUIRE SANDERS HAMMONDS

Squire Sanders Hammonds is a top-25 global law firm, with 1,275 lawyers practicing in more than 130 jurisdictions in 30 languages through 37 offices in 17 countries. Our capability and experience in the renewable energy sector is extensive.

Sector Expertise

We have acted on a significant proportion of wind farm projects developed in the UK and Europe to date and have substantial experience of advising on solar, biomass, biofuels, waste-to-energy and landfill gas, hydroelectricity, wave and tidal energy. We have experience of coordinating and managing the most complex renewables projects from their conception and strategic planning through to construction and financing.

Legal Expertise

We are trusted legal advisers to clients including developers, banks, private equity investors, contractors and utilities on all aspects of renewables projects. We have in- depth expertise across legal disciplines, from corporate finance and M&A to project planning, consent and construction. We offer a truly integrated approach to advising clients in the renewable energy sector, where experience at every stage of the process can be critical to successful delivery.

Industry Engagement

We have strong links with industry associations throughout Europe, including Renewable-UK (formerly the BWEA), having been members since inception, and with the relevant sections of government departments, including the Department of Energy and Climate Change in the UK. These links prove invaluable in enabling our team to keep abreast of the latest commercial and regulatory developments in the renewables sector.

Outstanding Value

We emphasise quality, efficiency and alignment with client goals as core standards to improve continually our service delivery and the value of what we do for our clients. Squire Sanders Hammonds encourages and manages processes and tools to improve pricing models, training and resource optimisation, knowledge management and more, all centred on our core focus – delivering the services our clients want, when and where they want them and with the value they deserve.

Unrivalled Client Service

We are recognised as providing client service of the very highest quality, having been ranked number one national firm in UK Legal Week’s 2010 Client Satisfaction Report of Best Legal Advisers.

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Corporate and M&A

Our Corporate Strategy & Finance practice is our largest department and is divided into three dedicated teams, covering M&A, private equity and public equity. Our corporate lawyers regularly advise clients operating in the renewables sector on the full range of corporate transactions, including national and international M&A, management buy-outs and buy-ins, joint ventures, takeovers of public companies, IPOs and corporate restructurings. We are the lead legal advisers to more than 50 companies. Banking

Our Banking team (both nationally and in our European offices) forms part of the wider Corporate Strategy & Finance Department, and handles a wide range of facilities and financial instruments, acting for corporates and banks. The team has acted on the financing and refinancing of both the acquisition of existing and the development of new wind farms (offshore and onshore), biomass projects and gas- related projects. Tax Strategies

Our Tax Strategies practice has advised on wind farm structuring, delivering a wide range of bespoke services including traditional tax planning and innovative product design and implementation. The strength of our integrated overseas office network enables us to provide domestic, international and cross-border tax advice to clients competing in a rapidly changing global tax environment. Commercial & Regulatory

We have considerable experience of advising developers and investors on the commercial and regulatory issues relevant to renewables projects, for example, under the UK’s Electricity Act, the Renewables Obligation and the . We have expertise in the various codes governing electricity generation, transmission and supply. We also regularly advise project developers and utility companies in relation to power purchase arrangements, wholesale energy trading contracts, the trading of green benefits, on-site electricity supply contracts, biofuel plant fuel and feedstock arrangements and the eligibility of biomass products for green benefits. Planning & Consents

The Planning team at Squire Sanders Hammonds has advised on wind energy proposals since the early 1990s. Our team includes a number of experienced advocates who have appeared on behalf of our clients at inquiries into wind energy proposals. On projects where counsel is retained we take responsibility for instructing and assisting counsel both prior to and during the inquiries. We are often involved at the earliest stage of planning applications and advise clients on the form and content of environmental statements. We undertake legal audits to ensure compliance with relevant regulations and that such statements will stand up to scrutiny by the local planning authority, planning inspectors and ultimately the courts. We also regularly advise on the preparation of evidence for public inquiries, manage the submission of applications.

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Project Development

Our project development team has experience of co-ordinating and managing the most complex renewables projects from their conception and strategic planning through to construction and financing.

We have advised on project development issues in some of the most noteworthy energy projects in the industry. Several of our deals were the first of their kind in their respective countries. Two deals in recent years were also named “Deal of the Year” in highly respected project finance publications such as Project Finance and Project Finance International magazines.

Our lawyers have extensive experience in preparing and negotiating every type of project documentation required for renewable energy projects, and have represented developers, financial institutions, sponsors, government bodies, multi-laterals and export credit agencies on aspects of limited recourse and non-recourse financing. We have particular expertise in structuring detailed equity and debt financing documentation. We also regularly advise in relation to the negotiation of bonds and/or cash deposits from contractors and turbine manufacturer guarantees. Construction & Engineering

Our Construction team advises on the development of wind farms and other renewables projects. Our experience in this area includes drafting and negotiating turbine and equipment supply agreements, EPC contracts, operation and maintenance (O&M) agreements, balance of plant, engineers’ sub-contracts, electrical and instrumentation sub-contracts, sub-contractors’ collateral warranties, sub-contractors’ novations, grid connection agreements, service agreements and warranty agreements. Property

We have a large dedicated property law team that has advised numerous developers (including major utilities) of onshore renewable energy projects in relation to the terms of land options and leases. We also advise Renewable-UK and developers on offshore property documentation prepared by the Crown Estate. Environmental, Safety & Health

Our Environmental, Safety & Health team provides a service to clients covering all legal safety, health and environment needs including in relation to contaminated land and brownfield sites. The team also provides a 24/7 one stop emergency service to respond to health and safety incidents.

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WIND ENERGY EXPERIENCE

Wind Energy Investment & Finance

• Representing the sponsor and borrower in a US$700m term loan and letter of credit project financing deal for two US wind facilities aggregating 606.5 MW of capacity.

• Representing a US power company in the due diligence review of more than 12 wind generation projects in the US.

• Acting as borrower’s and guarantor’s counsel in connection with a US$400m senior secured credit facility portfolio financing of 309 MW wind energy facilities.

• Acting as issuer’s counsel in an offering of US$500m senior secured bonds providing back-to-back financing of a US$500m construction and term loan.

• Representing the owner in sale/leaseback and financing of a 54 MW wind project in Oklahoma.

• Representing the purchaser of limited partner interests in 150 MW of wind projects in California.

• Representing the purchaser in connection with the potential acquisition of agreements and certain other rights regarding a 20 MW wind power facility in California and in connection with the negotiation of easements and options for the facility.

• Serving as counsel to lenders' group in Enron bankruptcy sale of Enron Wind (Europe and US) to General Electric.

• Serving as counsel to lenders' group in Enron bankruptcy sale of a wind power generation facility in Cleveland.

• Acting as sponsor’s and issuer’s counsel in a private placement of US$212m financing of two wind farm projects in Oklahoma and North Dakota totalling 196 MW.

• Representing a Denmark-based bank in negotiating with a wind park operator in Central California for the installation and operation of wind turbines that had been repossessed by the bank.

• Advising a California subsidiary of a global wind energy company in the purchase from the bankruptcy trustee of assets of a major wind farm in Northern California.

• Representing a Spanish-based manufacturer of wind generation turbines in a stock purchase of a US wind energy company in Minneapolis.

• Counselling a project developer and preparing power purchasing documentation for an inside the fence wind power project at a military installation in Arizona.

• Representing the sponsor and borrower in a US$126m syndicated bank financing of a 300 MW wind power facility in Oregon and Washington state.

• Representing a multinational energy company regarding the divestiture of more than seven utility scale wind power projects, including projects throughout California, Ireland, and Greece.

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• Representing a sponsor in connection with the sale by a project company of membership interests pursuant to a US$190m tax equity financing of two wind farms in North Dakota with a generating capacity of 170 MW.

• Representing an issuer and sponsor in connection with the issuance and sale of US$305m senior secured notes (portfolio financing of two wind farms generating 174.3 MW and 98.9 MW).

• Representing a sponsor and borrower in connection with a US$400m senior secured credit facility (portfolio financing of a 309 MW wind farm).

• Representing a sponsor and issuer in connection with issuance and sale of US$202m senior secured notes due 2013 (portfolio financing of wind farm).

• Representing a Canadian project company and sponsor in connection with a Cdn$165m term loan.

• Representing a potential purchaser in connection with the due diligence of a US$2+ billion portfolio of wind energy generating assets for possible acquisition.

• Representing a Denmark-based limited partnership in the purchase of wind turbines in Palm Springs, California and assisting a Denmark-based bank in financing the purchase of the turbines by the Denmark-based limited partnership.

• Advising a development company on the financing of a 42 MW wind energy project in Poland.

• Advising a Europe-based private equity fund in relation to the acquisition of wind farms with a total installed capacity of 300 MW.

• Advising Boralex SaS, a Canadian private equity fund, on the planned acquisition of wind farms with total expected power capacity over 251 MW to be located in South-Eastern and Western Poland.

• Advising Taiga Mistral, a Spanish private equity fund, on ongoing work in relation to several acquisition projects in the wind energy sector in Poland.

• Advising on several acquisition projects in the wind energy sector for Enerco, one of the largest Polish wind farm operators.

• Representing a US investor on a successful purchase of two wind farm projects in northern Poland.

• Advising a development company on the financing of a 42 MW wind energy project in Poland.

• Advising a German independent power producer and renewable energy project developer on the purchase of the wind power activities of a leading German power and automation technologies company.

• Advising Englefield Capital and international investment bank Arcapita on the £400m portfolio financing of Zephyr Investments, the UK's first portfolio financing of wind farms under the Renewable Obligation Certificate market-led mechanism and the first involvement of private equity at this level in the sector.

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• Advising Englefield Capital on the sale of its stake in Zephyr Investments to funds operated by JP Morgan and Prudential. At the time of disposal, Zephyr Investments owned the largest portfolio of wind farms in the UK, comprising 17 operating wind farms with a combined capacity of 391 MW.

• Advising Zephyr Investments' subsidiary, Beaufort Wind, on its acquisition of four wind farms from Renewables (valued at £165m), which also involved the refinancing of Beaufort Wind’s £300m loan facility through a syndicate of 11 banks. The wind farms concerned were located throughout the UK, had a total capacity of 140 MW and included the UK's first major offshore wind farm at North Hoyle.

• Advising the shareholders of North British Windpower Limited in relation to an investment by EDF Energy Renewables in the consented 144 MW onshore wind farm site at Fallago Rig in the Scottish Borders.

• Acting for Renewable Energy Generation Limited in relation to the £68m disposal of its Canadian wind farm business, Aim PowerGen Corporation, to International Power.

• Advising GDF Suez on onshore wind farm project acquisitions in the UK, including the 24 MW Craigengelt project, and on the terms of a power purchase agreement from the AIkengall wind farm project in Scotland.

• Acting for Renewable Energy Generation on the acquisition of Goonhilly wind farm and the development of the Windworks projects acquired from Npower.

• Advising EDF Energies Nouvelles S.A. on the £85m limited recourse credit facility for a 94 MW onshore wind farm portfolio. This included advice and negotiations relating to a limited recourse project finance facility with Standard Chartered Bank, an integrated EPC and O&M contract, grid connection agreements, PPAs and real estate issues including obtaining leases and easements, a multi jurisdictional credit facility for use on wind assets selected by EDF Energies Nouvelles, and the sale of UK wind turbines to a local co- operative.

Wind Energy Project Development

• Representing a subsidiary of an international steel company in the development of a large wind farm in Lackawanna, New York, as part of an industrial brownfield redevelopment programme involving a former lakefront steel plant. • Representing the developer in a 24 MW wind power project in Wyoming. • Representing a lender and equipment supplier in a 200 MW wind power project in San Bernardino County, California.

• Representing a wind energy developer in connection with proceedings before the Ohio Power Siting Board, an arm of the Public Utilities Commission of Ohio, for the siting and construction of a 200 MW wind-powered electric generating facility and related transmission line in Richland and Crawford Counties, Ohio. • Representing a Denmark-based limited partnership in the second phase of wind park development, including subsequent negotiations with the underlying landlord that had disputes with the wind park developer over ownership of the wind turbines.

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• Advising a Denmark-based wind systems company regarding wind energy projects in Northwest Poland, including investment financing and agreements with local energy distributors and regulatory advisory services.

• Advising on a 35 MW wind project in Romania.

• Advising E.ON UK Renewables, Nuon UK Renewables, Wind Prospect, REG Windpower Ltd, plc and other companies on the development of UK onshore wind farms.

• Representing an owner in matters relating to a 342-turbine, 77 MW wind farm in Tehachapi, California including a construction agreement.

• Advising the Swedish state utility company, Vattenfall AB, in relation to its joint venture arrangements with /Iberdrola in connection with the UK Crown Estate’s Round 3 programme of offshore wind development.

• Advising Vattenfall AB on licensing issues concerning its Kriegers Flak offshore project and on its 130 MW Lillgrund offshore wind project, including procurement, EPC and O&M issues.

• Advising EDF Energies Nouvelles S.A. on the establishment of Seascape and the JV entered into with Elsam for the 90 MW Burbo Bank offshore wind farm.

• Advising on contracts for manufacture and construction of key components for a UK Crown Estate Round 2 offshore wind farm project.

• Acting for developers of UK Crown Estate Round 1 offshore wind farms on consenting issues.

• Advising Trianel Windkraftwerk Borkum GmbH & Co Kg in relation to a multi- million Euro contract for the installation of 40 tripods, the jacket and topsides for a 200 MW wind farm off the coast of Germany.

Wind Energy Commercial and Regulatory

• Advising a Spanish investor operating in wind energy sector on corporate and regulatory matters including: regulatory obligations, negotiating with the Enea Operator on interconnection agreement, negotiating lease agreements with land owners.

• Advising Fersa Energias Renovables, a Spanish investor operating in wind energy sector on various regulatory and commercial matters.

• Counselling a Scandinavia-based company on a build-operate-transfer transaction for a wind farm project in Shantou, Guangdong, China including operation and maintenance agreements.

• Advising Juwi GmbH, a German investor involved in wind energy projects. The services provided concerned regulatory obligations and “green certificates”, negotiating with the transmission and distribution system operators, and advising on the optimal title of the land for the wind energy park and the legal form of the association for the energy sector.

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SOLAR ENERGY EXPERIENCE

The sun’s light can provide power either through the concentration of light and capture of heat (also called “concentrated solar power” or “CSP” technology) or through the use of solar photovoltaic (PV) technology. Squire Sanders lawyers have been involved in some of the most notable solar projects in both the CSP and PV sectors of the solar industry. Solar Power Purchase Agreements (PPAs)

• Representing a solar power developer in negotiating a PPA with Southern California Edison supporting the development of one of the world’s largest solar power generation facilities (500 to 850 MW), which will be located in Southern California’s Mojave Desert.

• Representing a solar power developer in negotiating a PPA with San Diego Gas & Electric supporting the development of one of the world’s largest solar power generation facilities (600 to 900 MW), which will be located in Southern California’s Imperial Valley.

• Representing a CSP solar power development company in negotiating a PPA with Pacific Gas & Electric supporting the proposed development of 150 MW solar facility, which would be located in California.

• Representing a CSP solar power development company in negotiating a PPA with Public Service New Mexico supporting the proposed development of 100 MW solar facility in New Mexico.

• Representing a solar power developer in negotiating a PPA with Tri-State supporting the development of 30 MW solar facility to be located in northern New Mexico.

• Advising a Spain-based solar energy company in connection with PPA form contracts published by California utilities. Solar Engineering, Procurement & Construction (EPC)

• Representing a major solar PV manufacturer and contractor in its negotiation of an EPC contract for a 48 MW expansion of an existing PV power plant in Nevada.

• Representing a major solar PV manufacturer and contractor in its negotiation of an EPC contract of a 20 MW PV power plant in New Mexico.

• Representing a major solar PV manufacturer and contractor in its negotiation of an EPC contract of a 14 MW PV power plant in Maryland.

• Representing a major solar PV manufacturer and contractor in its negotiation of an EPC contract of a 5 MW PV power plant in New Mexico.

• Representing a US-based energy company in the preparation and negotiation of an EPC contract for a utility-scale solar PV power project in Texas.

• Advising a solar energy client in connection with the impact of Hungary’s public procurement rules on its contracts.

• Negotiating turn-key contracts for a leading solar developer with US and German suppliers.

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Solar Energy Investment & Finance

• Representing a US bank providing financing for the development of a portfolio of rooftop solar facilities.

• Representing prominent venture capital firm participating in a syndicate that purchased a solar technology company in a US$80 million buyout with another solar technology company.

• Assisting a Hong Kong-based client establishing two offshore companies for a project involving a US$30 million investment in a solar energy field.

• Representing a Spain-based power company in its regulatory, environmental and corporate due diligence of an Arizona-based solar energy company.

• Representing an entrepreneur setting up various solar energy-related companies with operations in China regarding commercialisation of revolutionary solar energy technology.

• Advising solar cell manufacturer Jetion Holdings on its £30.5m AIM listing and related share placing.

• Advising a leading solar developer in Spain on the development of its photovoltaic business on a day-to-day basis and meeting all their legal requirements. Solar Energy Project Development

• Advising a Spain-based company specializing in PV solar energy on the promotion, financing and development of a 100 MW power plant.

• Advising EDF Energies Nouvelles on investment in solar projects in Spain.

• Acting for an established solar developer on the development of 30 UK sites, including advice on corporate and tax structures, JV and funding agreements, land transactions, procurement, warranties, connections, offtake, tariffs and disposals.

• Advising a renewable energy developer on the preparation of Heads of Terms for a solar energy site in the South West of . Solar Manufacturing

• Representing a client in the cross-border formation of a joint venture in Taiwan for the establishment of a solar energy product manufacturing plant.

• Representing a major producer of solar PV panels in connection with resource supply and distribution of PV equipment and in financing new manufacturing facilities.

• Representing a US municipality in its efforts to create a municipal power plant generating energy from solar panels on city property.

• Advising a Canada-based manufacturer of PV inverters on its commercial contracts.

• Representing a Germany-based developer, designer and manufacturer of PV cells and company-designed manufacturing systems in negotiations with state and local governments for over US$200 million in economic incentives.

• Advising a leading solar developer on its contracts for the supply of PV panels to clients and assisting in the acquisition of high-technology machinery for the manufacturing of cells and PV panels.

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BIOFUELS EXPERIENCE

• Representing a publicly traded Spain-based diversified energy and services company in its acquisition of a Kansas-based ethanol producer through a US$115m tender offer followed by a cleanup merger.

• Representing a US-based biofuels developer in the development of multiple projects in the Midwestern and Southern United States.

• Representing a biofuels company in its US$10 million investment in a leading genomics company. The deal also included a three-year research and development agreement between the parties.

• Representing a bioenergy corporation in its sale and leaseback of an ethanol manufacturing facility in Portales, New Mexico.

• Advising the Canada-based division of a US company on trade and customs regulation governing the importation of ethanol into Europe from the Caribbean. The client was seeking duty-free access to the market.

• Representing the primary secured creditor in a case involving an ethanol refinery located in Louisiana that had undergone three Chapter 11 bankruptcy filings in Arizona and Georgia.

• Representing the agent bank and the lenders with regard to the financing of a bioethanol plant and a 25 MW cogeneration plant.

• Advising the Ministry of Agriculture of the Czech Republic in connection with a public tender selection process to select national producers of up to 360 million tonnes of bioethanol per year for a period of six years for a total expected value exceeding €6 billion. Our advice included legal analysis and recommendation of available tender processes consistent with both Czech Republic and EU law requirements even before the accession of the Czech Republic, drafting and negotiating the tender rules, identification of necessary legislative amendments and attendance in regular status report meetings with the Deputy Minister of Agriculture.

• Advising Abengoa on the €100m construction of a greenfield bioethanol plant in Lacs, in the French Pyrenees, capable of producing approximately 180,000 tons of ethanol a year from 500,000 tons of corn.

• Representing two major Spain-based banks in a €83m secured project finance facility to finance a bioethanol and 25 MW co-generation plant in Curtis, La Coruna.

• Advising a producer of biofuel on EU trade policy and taxation issues.

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BIOMASS EXPERIENCE

• Advising INEOS on a €90m joint venture for the extension of an existing 100KT biodiesel plant near Verdun, France by another 100KT, including an oilseed rape crushing and oil refining facility to supply both esterification units with (food grade) oil.

• Advising Simon Carves on the project documentation for its role as EPC contractor in the construction of Europe’s first project financed bioethanol plant on Teesside (£155m debt package).

• Advising a UK developer on the IPO and debt financing of a 100,000 tonne/annum bioethanol plant and on other aspects of the project – construction, regulatory issues, feedstock supply, bioethanol and by-product offtake, storage and haulage.

• Representing a multilateral development bank in the financing of the acquisition and expansion of a biomass steam generation facility in the Dominican Republic.

• Representing project owners in waste-wood fuel procurement arrangements.

• Advising Rockfield Energy on its €30m investment in Imperative Energy, a Republic of Ireland-based biomass development company developing and managing biomass plants for healthcare and industrial public sector clients.

• Advising REG Windpower Ltd ( Light & Power) in relation to biomass generation projects in the UK.

• Advising Englefield Capital on its investment into a wood combustion plant project in Port Talbot, and on the subsequent development of the project into a fully operational plant.

• Advising the developer of a 60 MW biomass/SRF-fuelled power generation plant in relation to an equity investment in the project company by a large integrated utility. Advising the same developer on the drafting and negotiation of various commercial contracts, including power purchase arrangements.

• Advising Express Energy on the development of a portfolio of biomass energy plants in the UK.

• Acting for E.ON Energy and Climate Change in relation to two applications for consent pursuant to S36 of the Electricity Act 1989, for sustainable energy plants designed to generate electricity from a range of fuels including waste, biomass and recycled wood. In both cases we provided strategic legal advice on planning and consenting issues and reviewed the environmental statement.

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WASTE-TO-ENERGY EXPERIENCE

• Advising the US subsidiary of a Finland-based energy and manufacturing conglomerate on the construction of two New Hampshire waste-to-energy plants, each using industrial revenue bond financing. • Counselling on the construction of two US$40m waste wood-fuelled power plants in Alberta and Nova Scotia, Canada. • Advising the developer of a waste-to-energy plant in Washington state. • Negotiating an EPC contract to construct a US$200m waste-to-energy plant on behalf of the government of a US territory. • Advising a waste-to-energy developer in Virginia using revenue bond financing. • Advising two local authorities on a dispute with a private company arising from the development of a joint waste/energy incinerator project. • Advising Alkane Energy plc on its sale of certain landfill gas joint venture interests in Germany. • Acting for E.ON Energy and Climate Change in relation to two applications for consent for sustainable energy plants in the UK generating electricity from a range of fuels including waste, biomass and recycled wood. • Acting for the preferred buyer of the rights to a waste-to-energy plant in the UK. • Advising E.ON Energy from Waste Ltd on a UK sustainable energy plant project. • Advising Severn Trent on environmental permitting issues relating to a UK waste- to-energy project.

• Advising on all environmental aspects of the disposal of one of the largest landfill gas-to-energy portfolios in the UK.

HYDRO AND WAVE ENERGY EXPERIENCE

• Representing a US energy company in connection with the conversion of an existing hydroelectric self-generation facility into an independent power producer. • Advising a US sponsor in connection with the financing of two hydroelectric projects focusing on the development of payment, collection and escrow mechanisms to ensure the state owned distribution company's ability to make payments owing under the PPA. • Advising a US-based sponsor in connection with structuring and negotiating a long-term power sales agreement with a state-owned utility with an 80 MW hydroelectric project. • Representing an international consortium in connection with negotiating a concession agreement, power purchase agreement and shareholders' agreement for a proposed 200 MW greenfield hydroelectric facility in Ecuador.

• Advising an energy company on the acquisition of a license technology for water- based electricity generation. • Representing the owner in divestiture of a hydroelectric power plant portfolio. • Advising Ocean Power Technologies Inc on the £25m AIM listing and related share placing of this leading wave technology company.

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“Squire Sanders Hammonds is ranked the Number One National Firm.”

UK Legal Week Client Satisfaction Report of Best Legal Advisers, 2010

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