EXTREMELY HARD- WORKING, PROACTIVE, RESPONSIVE TEAM - WE WERE QUITE IMPRESSED WITH THE WAY THEY HANDLED THE FILES. CHAMBERS GLOBAL 2015

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1 BRAZIL

2 REPUTATION NOMINATED: LAW FIRM OF THE YEAR 2014 (KANZLEI DES JAHRES). PRIVATE EQUITY FIRM OF THE YEAR 2014 (KANZLEI DES JAHRES FÜR PRIVATE EQUITY & VENTURE CAPITAL). JUVE AWARDS 2014 EXTREMELY HARD- WORKING, PROACTIVE, RESPONSIVE TEAM - WE WERE QUITE IMPRESSED WITH THE WAY THEY HANDLED THE FILES. CHAMBERS GLOBAL 2015 WFW, AS OUR TRUSTED AND LONG TERM LEGAL ADVISERS, HELPED US STEER THE TRANSACTION TO A SUCCESSFUL AND SPEEDY CONCLUSION... DIRECTOR OF MARIANA, A MINING COMPANY WITH PROJECTS IN LATIN AMERICA CLIENTS PRAISE THE LAWYERS AS PRAGMATIC, FLEXIBLE AND SERVICE MINDED. JUVE HANDBUCH 2013/2014 DILIGENT AND FAST LAWYERS WHO PROVIDE THE RIGHT ANSWERS TO OUR QUESTIONS AND OFFER A BUSINESS-MINDED AND PRAGMATIC APPROACH. CHAMBERS EUROPE 2015 NOMINATED: EMPLOYMENT FIRM OF THE YEAR 2015 (KANZLEI DES JAHRES FÜR ARBEITSRECHT). JUVE AWARDS 2015 WATSON FARLEY & WILLIAMS IS SUPER-ORGANISED. I ALWAYS HAVE THE FEELING I GET THE BEST LAWYERS FOR THE PROJECT, REGARDLESS OF THE OFFICE. CHAMBERS EUROPE 2014 RANKED IN THE TOP 20 IN THE LATIN AMERICA LEGAL ADVISER CATEGORY. DEALOGIC TABLES 2011 THIS FIRM HAS A GLOBAL PRESENCE AND DEALS HEAVILY IN TRADE FINANCING IN AFRICA, ASIA AND SOUTH AMERICA. CHAMBERS UK 2012

3 BRAZIL 3 OUR PRACTICE Watson Farley & Williams experience in Brazil encompasses a broad range of legal disciplines and industry sectors. We have been active in Brazil for many years and offer high quality legal advice to clients who trade with Brazilian partners, or own, finance, operate or supply projects based in Brazil. SHORTLISTED: LAW FIRM OF THE YEAR LEGAL BUSINESS AWARDS 2015 Opportunities Brazil is the seventh largest economy in the world. As Latin America s biggest economy, Brazil has attracted international investors for many years. Although Brazil offers excellent opportunities, foreign investors in Brazil have found that there are also significant risks associated with these investments. Extensive experience of investing in Brazil We have a substantial track record with all forms of investments in Brazil, including acting for strategic and financial investors as well as banks. Together with our local Brazilian partner firms, we support foreign investors in the structuring of investment projects, acquisitions and joint ventures. Managing these processes and the risks associated with them is a complex exercise that requires a deep understanding of the legal environment, the market dynamics and the business culture of Brazil. We have over 25 lawyers with extensive experience with a variety of foreign investments in Brazil, many of whom also speak Portuguese.

4 4 Watson Farley & Williams Structuring profitable solutions Once the decision is made to invest in Brazil, it is crucial to understand the legal framework to assess whether the intended investment is commercially viable and is able to deliver the forecasted revenues. After we analyse this with you and your other advisors and confirm the feasibility of your business plan, we will start investigating the best way to bring your investment alive in Brazil from a legal and a tax perspective. During this phase of the transaction we will negotiate any agreements required and coordinate with our local partners to ensure your investment in Brazil is as successful as possible. Our services include the negotiation of any finance arrangements should this be required. Commercial, collaborative approach It is our primary goal to meet our clients business objectives in a practical and efficient manner. In order to do this we take time to understand not only your aims, but your businesses as a whole and the industries in which you operate. This allows us to offer pragmatic and value-enhancing legal services. In addition to the skills and experience we offer from our international offices, we have a number of strong relationships with top Brazilian law firms. Our teams work seamlessly together to move projects and transactions forward and save you time and money. We carefully consider your needs in order to provide you with the right team to meet your business requirements, regardless of location. Conversely, some clients face the scenario in which they want to reduce or completely abandon their investments in Brazil. In this context we can assist in negotiating divestments and liquidations as well as structuring the most efficient ways to transfer any proceeds from such divestments out of Brazil.

5 BRAZIL 5 SELECTED EXPERIENCE Corporate SUNTECHNICS Drafting of general business conditions and standard project agreements for the solar supply and construction business of various Suntechnics entities including subsidiaries in Brazil. ODEBRECHT S.A. Advising a leading Brazilian engineering and construction company Odebrecht S.A. in relation to the sale of subsidiaries, including its Brazilian oil exploration and production interests, to Enterprise Oil Plc for gross consideration of US$153m. OCEANEERING INTERNATIONAL INC. Advising on its proposed US$108m acquisition of Subsea 7ʹs drill support ROV and associated subsea engineering businesses in the UK, Norway, Brazil, Gulf of Mexico, West Africa and South East Asia. MPC CAPITAL Advising MPC Capital on its acquisition of a newbuilding semi-submersible drilling rig and long term chartering of the rig to Petrobras for employment Offshore Brazil, involving US$488m project financing and US$135m equity financing. PUMA ENERGY Advising Puma Energy on various joint ventures to build, own and operate oil storage facilities together with supporting throughput arrangements and related financing in Brazil, Paraguay and Honduras. TROY RESOURCES NL Advising ASX and TSX listed Troy Resources NL, a junior gold producer with operations at Sandstone in Western Australia and the Andorinhas Gold Project in Para State, Brazil, on the UK aspects of its underwritten A$24.9m non-renounceable entitlement issue. TEEKAY Advising on the ʺdropdownʺ of the ownership of an FPSO vessel operated by Petrobras in the Siri oil field off the coast of Brazil, from Teekay Corporation to its NYSE listed daughter company, Teekay Offshore Partners. IRON ORE PROJECT Acting as special advisor to a mining company assisting its lawyers and trading team to put in place a contract for the supply of iron ore to a smelter in Brazil for the manufacture of steel. A COMMODITIES TRADER Advising a commodities trader on a risk participation in a Brazilian A.C.C. facility advanced by the Brazilian branch of an international bank to a Brazilian sugar exporter. TIME CHARTER AMENDMENTS Advising in relation to amendments to existing time charter, operation and services agreements for operations in Brazil, including termination of two option agreements and related tax advice. OCEANEERING INTERNATIONAL INC Advising Oceaneering International Inc (listed on the NYSE) on its US$48.4m acquisition of Stolt Offshoresʹ drill support ROV (remotely operated vehicle) businesses in Brazil, Norway and Angola. GOLAR LNG Advising Golar LNG in connection with their bid and assisting in the negotiations with Petrobras of the terms of the longterm time charterparties and operating and service agreements in respect of two LNG floating storage and regasification vessels. LINHAS AÉREAS GOL Advising Linhas aéreas GOL on the acquisition of VARIG. GERMAN RAIL INFRASTRUCTURE AND RAIL TECHNOLOGY SPECIALIST Advising a German rail infrastructure and rail technology market leader on its entry to the Brazilian market by way of incorporation of a Brazilian subsidiary.

6 6 Watson Farley & Williams SELECTED EXPERIENCE Finance INVESTMENT FUND Assisting an investment fund in the context of two CDM projects (Clean Development Mechanism under the Kyoto Protocol) developed by two Brazilian entities. TEEKAY Advising on the US$70m financing by DnB NOR Bank ASA and Fortis Capital Corporation of the purchase and conversion of a tanker. The tanker is to be bareboat chartered through Norway to Fronape/Transpetro, the ship operating arm of Petrobras. CREDIT AGRICOLE CIB Advising on a US$75m facility to Marubeni Corporation to finance a pre-payment for oil products with the Brazilian producer Braskem S.A. The facility involved limited recourse arrangements with Marubeni. A EUROPEAN BANK Acting for a European Bank on a US$12m pre-export financing (prepayment) for a Brazilian soya bean producer, secured on soya bean stocks. A MAJOR FRENCH BANK Acting in connection with the bank s arrangement of a US$150m syndicated sugar hedge revolving overdraft facility for the financing of initial and variation margin calls and negative liquidation amounts on sugar hedging positions on ICE and LIFFE. FOREIGN INVESTORS Advising investors in a Brazilian shipyard regarding the terms of a technical assistance agreement to be entered into with a Korean yard for design input on a project for seven drillships. A MAJOR FRENCH BANK Advising a French bank on the export credit facility to a large Brazilian telecommunications company for the import of telecommunications equipment and services from a Belgium exporter, guaranteed by ONDD (the Belgian ECA). BANCO ESPIRITO SANTO Advising Banco Espirito Santo as lender on a pre-export financing (pre-payment) secured on soya bean stocks in Brazil for the Brazilian soya bean processor Sementes Selecta as part of its judicial recovery plan. ATR Advising ATR in the sales finance of three ATR72 for the Brazilian airline Trip. A GERMAN BANK Advising a German bank on a US$21.5m standby letter of credit facility for a Brazilian operator of offshore supply vessels. A GERMAN BANK Advising a German bank in connection with a US$15m newbuilding delivery financing in respect of a platform supply vessel being built in Brazil for a Brazilian operator of platform supply vessels. AIRCRAFT LEASING Advising a bank on the financing of a Boeing to be leased to a Brazilian airline.

7 BRAZIL 7 OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea , Athens T: Ulmenstraβe Frankfurt am Main T: C/ María de Molina, Madrid T: avenue des Champs-Elysées Paris T: Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok Hamburg Jungfernstieg Hamburg T: Milan Piazza del Carmine Milan T: Rome Piazza Navona Rome T: T: Hong Kong Munich Singapore Dubai Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box Dubai Units , One Pacific Place 88 Queensway, Hong Kong T: Gewürzmühlstraβe 11 Courtyard Munich T: Battery Road #28-00 Singapore T: T: London New York 15 Appold Street London EC2A 2HB 250 West 55 th Street New York, New York T: T:

8 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v2 Watson Farley & Williams 2016 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com