1 | | 2013

Bertrand Alexis, Senior Director, Legal, Ooredoo

Cultural and legal dynamics of

contracting and resolving disputes

in the GCC

Ooredoo at a Glance

3 | | 2013

Ooredoo at a glance(1)

Note: (1) As of December 31, 2012, 1 USD = 3.64 QAR

Mobile 88%

Fixed 12%

Qatar 18%

Indonesia

26% Kuwait 9%

Iraq 20%

Algeria 10%

Tunisia 8%

Oman 6%

Others 3%

Qatar 3%

Indonesia

63%

Oman 2%

Kuwait 2%

Algeria 10%

Tunisia 8%

Iraq 11%

Others 1%

Integrated telecom group - not

a conglomerate

Wide range of services,

serving both consumer and

business markets

Growing fixed business

Revenue Diversity

Customer Diversity

2.3 1.9 1.8 2.0

2009 2010 2011 2012

6.6 7.5

8.7 9.3

2009 2010 2011 2012

Solid Revenue Growth (US$bn)

3.1 3.4 4.1 4.3

47%

46% 47% 46%

2009 2010 2011 2012

Stable EBITDA Margin (US$bn)

Continuous Investment (Capex - US$bn)

Mix of developed and

emerging markets

Strong position in all major

markets of operations

>92 million customers

Premium customers to newly

connected

Results

Review

Strategy

Review

Operations

Review

Additional

Information Overview

4 | | 2013

Fastest growing telco group 2006 – 2012(1)…

Note: (1) Revenue CAGR

CAGR

41%

35%

90%

41%

Revenue

EBITDA

Customers

Employees

Markets

US$ 1.2bn

US$ 726mn

<2mn

2,200

2

2006

US$ 9.3bn

US$ 4.3bn

>92mn

17,000

15

2012 Record Growth

Tunisia

Algeria

Indonesia

Palestine Iraq Pakistan

Oman

Singapore

Kuwait

Philippines

Maldives

Qatar

Laos

Saudi Arabia

Cambodia

Results

Review

Strategy

Review

Operations

Review

Additional

Information Overview

5 | | 2013

…Driven by a successful track record of execution…

Source: Ooredoo

Results

Review

Strategy

Review

Operations

Review

Additional

Information Overview

2005 1987

2006

2010

2011

2007

2013

2009

2012

1998

2008

Launch of Nawras

Ooredoo

established

NavLink partnership

Nawras

IPO

Launch of wi-tribe

Philippines

Launch of Wataniya

Palestine

LSE US$5bn

Bond Program

Wataniya Palestine

IPO

US$3.8bn Wataniya

Group acquisition

Successful

US$1.25bn bid

for Asiacell

Investment in

StarHub (AMH)

Asiacell IPO and

stake increased to

64.1%

Ooredoo

brand launch

Indosat stake

increased to

65%

Launch of wi-tribe

Pakistan

Total Group stake

now 90%

Wataniya Group

stake increased to

92.1%

ISE US$3bn Bond

Program

Listing on Qatar

Exchange

Initial Indosat stake

increase to 40.8%

Obtained investment

grade ratings

New mobile

license

Myanmar

6 | | 2013

From the GCC In-house Perspective

Any key differences?

Differences in substantive law –civil v. common law

Sensitivity to disputes – mediation and arbitration in the GCC’

Legal formalities

Similarities?

Seeking best practices for a multinational law department

Seeking latest Tools and talent to achieve this

Balancing the need for outside counsel

7 | | 2013

Choice of Law

The law of each of the GCC countries are based on civil law

Source of law generally Egyptian law, which is based on the French civil code

Company law – face a greater number of formalities than under Delaware law (as is the case

with company law in civil law countries)

Preference for French and English law as an alternative to GCC law, combined with

international arbitration clause

8 | | 2013

Differences Common vs Civil Law

NDAs – both allow for injunctive relief – no major substantive difference!

Liquidated damages under common law, penalties under civil law

English law – generally a deference for the intent of the parties, especially if disputes

are submitted to arbitration

Company law – greater number of formalities which need to be respected

– Publishing agenda in the local gazette

– Minimum stated capital for companies (together with civil and criminal penalties for failure to meet

minimum capital)

– Publishing agenda for annual shareholders meeting

– Providing annual results to commercial registrar (available to the public)

9 | | 2013

Key Issues under GCC laws

Definition of GCC – Bahrain, Kuwait, Oman, Qatar, KSA, UAE

Possible Future additions – Iraq, Yemen

Mandatory local ownership of local Companies (often set at 51% local partner)

GCC common market (elimination of tarifs within the GCC) since Jan 2008

Greater formalism generally (need for consular stamps/confirmation of authorized

signatures, conformity of documents to originals, etc.)

Sukuk Financings

Important to look at relatively new legal regimes to promote trade and investment

(Dubai International Finance Center, Qatar Financial Center, etc.)

– Regulations designed to promote investment

– Special tax rules

– Separate employment laws and regulations

– Dedicated arbitral organizations, rules and regulations

10 | | 2013

Arbitration from a GCC perspective

Parties to the UN Convention (exception Iraq)

Riadh convention

DIFC/LCIA joint venture

Arbitration in Qatar via QFC

Bahrain Center for Dispute Resolution in partnership with the American Arbitration

Association (BCDR-AAA)

ICC Arbitration also very common

The importance of Seat of arbitration- as distinct from the location of arbitral

proceedings.

11 | | 2013

Local Arbitral Institutions

DIFC LCIA Arbitration Centre – strategic partnership

Bahrain Chamber for Dispute Resolution

Qatar International Court and Dispute Resolution Centre under the auspices of the

Qatar Financial Center

Gulf Co-operation Council Commercial Arbitration Centre (GCCAC) based also in

Bahrain

12 | | 2013

Ethics from a GCC perspective

Shariah compliant companies

Will question the need to certify compliance with other ethical standards

Companies from other jurisdictions must be prepared to respect GCC ethical

requirements when doing business in the region

13 | | 2013

Arbitration References

www.nipc-gulf.blogspot.com

www.iccwbo.org

www.difcarbitration.com

www.qicdrc.com.qa

www.bcdr-aaa.org

Thank-you