Hind Al Tamimi

Duties involved the following:

• Developing and implementing a work plan, strategy and budget to set up the corporate commercial department within the firm; select and appoint the legal team; marketing including working with outside consultants to amend and upgrade the firm’s website; preparing and implementing internal policies and procedures for the department;

• Handling all corporate commercial work including provision of full legal support and assistance to a major client dealing with mall tenants during the fit-out period up until completion and start of operations. Responsibilities included attending regular weekly meetings to discuss associated risks and mitigation; advising client on actions to be taken in line with applicable laws and regulations; advising on the terms and conditions of stores leases for each tenant with regard to different issues faced during the fit-out, specifically in terms of delays, variations and liability; drafting and amending agreements with the tenants with regard to their stores façade works; reviewing and amending agreements with sub-contractors and the main contractor with regard to undertaking the facades works; preparing notices to sub-contractors and main contractor with regard to delays and variations; negotiating and coordinating with all concerned parties; drafting different types of contracts;

• Arbitration, attending hearings; assisting in the drafting and preparation of the requests for arbitration; statements of claim; statements of response, rejoinders, handling all correspondence and communication with the DIAC, the arbitrators and parties to the disputes.

Managed the legal affairs for Aperture, reporting directly to the CEO. The company was established to oversee the management and operation of a group of companies under its ownership or management control. Main areas of responsibility included:

• Provided legal advice and support to the management, the different business units, subsidiaries and other stakeholders;

• Handled and managed different transactions, internally and with external counsels, including the acquisition of a controlling interest of a group of companies established and operating in Spain and Qatar;

• Drafted and assisted in the drafting and amendment of different types of contracts including joint venture and partnership agreements, terms sheets, SPAs, hotel operator agreements, project management agreements, shareholders agreements, investment agreements, and tender documents;

• Worked closely with the construction teams specifically to identify risks during the construction phase and discuss mitigation, advising and assisting in drafting responses to claims and to on-going correspondence with the projects owners/representatives, in addition to advising them on matters relating to construction contracts and claims, and assisting in the drafting and amendments of tender documents and forms of contract;

• Handled all work relating to the group companies including the renewal of licenses and permits, amending the articles of association of the different companies including drafting, reviewing and amending the memoranda and articles of association, share purchase agreements, shareholders/board resolutions, worked with external counsels and company secretaries to complete all requirements to effect changes to companies in Qatar, Australia, and Spain in which the group owned companies or acquired shares in companies, in addition to keeping all corporate documents;

• Handled and managed litigation matters with external counsels, including two major construction related disputes (one relating to an on-going hotel construction and one relating to a completed tower);

• Secretary to the Board.

Managed the legal affairs of Exeed and its subsidiaries, reporting directly to the President/CEO. Duties included:

• Provided legal advice and support to the CEO, the Board and to the heads of the different factories including the precast, lite-create, insolation, geotextile, bags and filaments, feed and flour mill;

• Provided legal advice and support on different transactions including (i) the joint venture company undertaking the construction and development of a dairy factory in Al Ain including financing of the project as a greenfield project, reviewing and advising the JV company and the Greek investor on issues relating to the project financing in addition to reviewing the financing documents and undertaking the negotiations with the lead bank and the Greek investor; (ii) the white goods factory in Jordan including the supply and installation of equipment lines for expansion purposes, this involved extensive negotiations with the equipment manufacturer and supplier; (iii) the development of a cables factory in Algeria; (iv) advised on and worked along with external legal counsels and auditors for the purposes of preparing the company to list on the Abu Dhabi financial market; (v) advised on and managed the sale of an interest in NFFPM to a Saudi partner; and (vi) advised on potential acquisitions and development projects including an agricultural development project in Africa;

• Managed the registration of the trademarks for Exceed and its subsidiaries;

• Handled litigation matters and worked closely with external counsels specifically for the purposes of determining causes of action and/or defense strategy. This included working closely with external counsels in the UAE, USA, and Italy on a material litigious matter;

• Acted as company secretary and sat on the board of one of the industrial companies.

Managed the Legal Department which provided legal advice and support to TECOM, its Business Parks (DIC, DMC, DKV, DIAC, IMPZ, DuBiotech, Dubai Outsource Zone, Dubai Industrial City, Dubai HealthCare City), and its subsidiaries (Global Village, e-Hosting Data Fort, Smart City (Dubai, Malta, India), Arab Media Group). Duties included:

• Acted as company secretary, 1/ 2012 - 6/2013: advised on corporate governance and legal matters; managed the yearly agenda; prepared and coordinated the dispatch of the pack/material for meetings; drafted minutes and followed up on implementation of action points;

• Was a member of the Management Committee, the Land Committee and the Fraud Committee;

• Was responsible for setting and overseeing the implementation of annual goals for the legal team and the department’s budget;

• Advised on and managed major transactions, including (i) the acquisition of a mobile license in Madagascar; (ii) the potential award to a consortium (of UAE telecom and media companies) of a mobile TV License by the TRA in the UAE, reviewed and/or prepared related bid documents, JV and management agreements; (iii) the intra-group acquisition of Dubai Healthcare City, Dubai Industrial City in 2009 and Global Village in 2010; (iv) the acquisition of an interest in Emirates Reit; (v) the acquisition of a controlling interest in Energy Management Services - Jordan; (vi) the acquisition by Axiom Telecom of an interest in a telecom retail company in Africa; (vii) advised TECOM as a shareholder in Axiom Telecom on issues relating to the listing on the financial markets in the UAE and the UK and reviewed and/or prepared related documents including advising on directors’ duties and liabilities (vii) advised on and managed different potential acquisitions of shares outside the UAE including in the USA;

• Advised on and lead the disposal by TECOM of certain businesses/interests, including (i) the sale of certain businesses/entities of Arab Media Group; (ii) the sale of an interest in EMS to a Saudi Company; (iii) the sale of JiWin to a US buyer; (iv) the disposal of an interest in e-Hosting Data Forte, Dubai;

• Provided legal advice and support for the Smart City project in Malta and with regard to the development of a Smart City project in Kerala, India;

• Provided legal advice to the Business Parks, business units and subsidiaries on real estate matters, including office, retail and studios leases, the leasing of the pavilions/kiosks within the Global Village; land sales, long term land leases (represented TECOM as master developer in the negotiations along with outside counsels of the Dubai Pearl, financing banks, and potential buyers with regard to the restructuring, financing and sale of interest in the project);

• Advised on all construction projects of TECOM, including the review of the construction contracts, and drafting of joint venture agreements for the potential development of real estate projects with third party developers or partners;

• Implemented and ensured compliance with corporate governance, drafted/reviewed internal policies and procedures; reviewed the TORs for the board and committees, the board selection process, and the board evaluation process; drafted processes and procedures for the legal department;

• Managed the registration by external counsels of all trademarks of TECOM and its subsidiaries;

• Worked with external counsels on material litigation and arbitration cases.

Was a member of the legal team on the holding level responsible for the provision of centralized legal services to certain subsidiaries/entities under Dubai Holding. I was assigned to support Sama Dubai (formerly Dubai International Properties), Dubai International Capital, The Executive Office, and Mohammed Bin Rashid Establishment for Young Business Leaders (SME). Duties included:

• Jan 2005 - Jan 2006: worked on real estate projects in different countries; undertook contracts negotiations and drafting; advised on local law issues (covering corporate, banking and finance, real estate, labor and intellectual property); acted as secretary to the board of directors of SME; acted as secretary to the board of Dubai Cares.

• Feb 2006 - Aug 2006: was assigned to work exclusively for Sama Dubai on a temporary basis acting as Head of Legal reporting directly to the CEO with simultaneous subordinated reporting to the Chief Legal Officer and the Chief Operations Officer of Dubai Holding; was a member of the executive management team. Main duties, in a management role, included:

٭ preparation of a three-year plan and strategy for the legal department including the departmental key performance indicators; personnel recruitment and development of job descriptions; putting in place processes and procedures for the department;

٭ undertook and managed the legal work for each project company which involved seeking advice on foreign law issues in the different project countries; acted as lead counsel on all real estate projects in Oman, Qatar, Turkey, Morocco, and Tunisia (primarily comprised of real estate developments where a joint venture model was utilized which encompassed a joint venture with a government body for the purpose of developing mixed-use real estate projects or special economic zones); this involved engaging external counsels and managing the relationship with them, conducting legal due diligence, involvement in the structuring and implementation of the project model adopted in each country, extensive involvement in the negotiation, drafting and review of the projects documentation, including the joint venture agreements, the construction/civil works contracts, contracts with sub-contractors, project management contracts, consultancy agreements, and hotel management agreements;

٭ worked with external counsels on corporate and tax structuring;

• Sep 2006: acted as in-house counsel on the US$ 5, 000, 000, 000 Debit Issuance Program of Dubai

Areas of Practice: Banking/Finance Law; Commercial/Corporate Law

• Acquisitions and Joint Ventures: advised and worked on several acquisitions of companies/ businesses including; the sale of the 50% share of Majid Al Futtaim in Al Futtaim Group; the sale of telecom companies in the UAE and Sudan; conducted legal due diligence and prepared reports; negotiated and drafted sale and purchase agreements, joint venture agreements and different other related transaction documents;

• Banking and Finance: assisted in syndicated lending transactions; advised on the requirements to and the setting up of financial investment companies; drafted, negotiated and advised on various banking transactions including loan agreements, facility agreements, assignment agreements, and other documentation; advised on local banking laws and regulations;

• Corporate and Commercial Matters: advised on setting up of different types of companies including advising and working on the preparation for listing on the financial markets in Dubai and Abu Dhabi; advised, negotiated and drafted subscription agreements, memoranda and articles of association, shareholders’ agreements, investment agreements; researched and advised on corporate structures; drafted different types of contracts including agency contracts, franchise agreements, construction contracts, consultancy agreements, different types of management agreements; different types of leases, sponsorship agreements, employment and secondment agreements, trademarks license agreements; advised on different areas of the law.

• Litigation: supervised and managed material banking and civil litigation matters in addition to the preparation of related court memoranda and documents.

• Advised on, drafted, reviewed and amended draft laws, decrees and regulations (including drafts of the commercial companies’ law, a draft of investment law, and amendments to the DIFC law).

Reported directly to the Chairman and CEO and was later on made responsible for the management of the legal department which comprised of six employees. The group was the owner of several edible oil and food processing and packaging factories and soft drinks factory, in addition to wholesale of its products; the distributor for BMW, Alfa Romeo and Land Rover in Jordan, the distributor and retailer for Kodak, agent and retailer for Samsung of certain home appliances, retail (sports’ wear (Wilson and Umbro), bed sets, stationary); provision of support services for hospitals and the airport; wholesale of fast moving consumable goods (3M products, medical supplies, wrapping paper, foodstuff (Gerber, Tootsie and other similar products), meat, detergents), baby wear and accessories. Duties involved:

Advised on, negotiated and reviewed and/or drafted agreements relating to a dealership and/or distribution rights of Land Rover cars, BMW and Alfa Romeo in Jordan, including the acquisition of the business/stock from the former distributors;

• Advised on, negotiated and drafted agreements for the design, supply, installation and commissioning of equipment for (i) an oil factory and the expansion thereof; (ii) a food processing and packaging factory; (iii) packaging factory; and (iv) a joint venture with Crown Cork (a US company) of a can manufacturing factory in Amman;

• Advised on, negotiated and drafted different types of agreements including joint venture agreements, licensing, franchise, distribution and agency agreements, consultancy agreements, construction agreements, professional services agreements;

• Handled the registration of trademarks and related oppositions;

• Provided legal advice on various corporate/commercial, insurance, intellectual property, and construction issues, and ensured compliance with applicable laws;

• Identified appropriate corporate structures and to set up companies in various jurisdictions (including Jordan Egypt, Lebanon, Caymans Islands, Jersey, Luxembourg, UK);

• Civil and Commercial Litigation: advised on different claims and lawsuits; prepared pleadings (including complaints, statements of claim, preliminary objections, the preparation of evidentiary documents and filings, motions for summary judgments, trial briefs, and closing arguments); appointed and managed relationships with external counsels.

Advised on different types of corporate and commercial matters; drafted different types of contracts including construction contracts, land sales agreements, distributorship agreements; handled companies’ registration and trademarks registration; handled different types of litigation matters both civil and criminal including construction disputes, insurance claims, shareholders’ disputes, eviction cases, labor disputes, disputes over distribution and division of land.