We rethought the law firm.Cambodia | Indonesia | Laos | Myanmar | Singapore | Vietnam

OUR VISION WHAT SETS US APART

OUR EXPERIENCE WITH MAJOR TRANSACTIONSSome of our firm’s major projects in Southeast Asia include (details available upon request):

▪ Acting for a foreign telecom operator on its multibillion US$ investment in Myanmar

▪ Representing a major European oil company with respect to its upstream oil and gas interests in Myanmar

▪ Acting for a Japanese conglomerate on a 500MW power project in Myanmar

▪ Acting for a Fortune 500 corporation in the tobacco industry with respect to its investment in Myanmar

▪ Acting for a foreign government on the development of a major SEZ in Myanmar

▪ Acting for a major UK bank on a proposed strategic investment in Myanmar

▪ Acting for an Australian oil company in relation to 2 farm-in’s in Myanmar

▪ Acting for a major European brewery on its investment in Myanmar

▪ Acting for a foreign-state-owned airport operator on its bid for the new international airport in Yangon

▪ Acting on the acquisition of privatized state-owned enterprises in Myanmar

▪ Providing advisory to a Cambodian subsidiary of a major Japanese oil company on the Petroleum Agreement under negotiation with the Cambodian Government

▪ Advising the operator of the largest operating SEZ in Cambodia on tax issues in Cambodia

▪ Representing a major US publicly-traded gaming corporation on its contemplated acquisition in Cambodia

▪ Acting on the merger and divestment of two telecommunications companies in Cambodia

▪ Assisting a member of a multinational jewelry and luxury goods group with the tax implications of a change in business model and the related transfer of assets in Indonesia

▪ Advising a subsidiary of a German construction company on a high-profile theme park and skyscraper project in Jakarta

▪ Advising on a US$23M project financing deal from the Export-Import Bank of Malaysia for an integrated business district and shopping mall in Indonesia

▪ Advising a Chinese-owned power company on all tax aspects of its hydropower plant project in Laos

▪ Providing tax advisory for a banking subsidiary of a Japanese conglomerate on its operations in Laos

▪ Providing tax and legal advisory to a subsidiary of an Australian-listed mining company operating the largest producing mine in Laos

▪ Advising a major US publicly-traded social networking corporation on Vietnam tax and regulatory implications

▪ Representing a major Asian airline on its tax controversy issues in Vietnam

▪ Advising a large healthcare provider on tax compliance, transfer pricing issues, and other tax and legal matters in Vietnam

▪ Providing technical assistance to Governments in Myanmar, Cambodia and Laos (oil and gas, transfer pricing, tax reform, privatization, anti-dumping, tax audits, customs valuation)

VDB Loi is a leading law and advisory firm with more than 60 lawyers and advisors across our of-fices in Cambodia, Indonesia, Laos, Myanmar, Vi-etnam and our liaison office in Singapore. We pro-vide the highest quality solutions for transactions and taxation.

VDB Loi offers a unique combination of highly experienced transactional lawyers and specialist tax advisors. This combination is unique in our markets and highly effective for transactions in M&A, investment, resources, real estate, energy and infrastructure, and top-end corporate tax structuring.

Our markets are challenging and clients require different services in these countries. They need us to be practical as well as legally solid. So we rethought the law firm. We call it our “nuts-and-bolts” philosophy. Our team of lawyers has a deep understanding of local laws and practices. In addi-tion, we offer nuts-and-bolts know how that you would not typically find in a law firm, such as fi-nancial preparation of investment license applica-tions, import licenses and tax compliance.

We prioritize long-term relationships with clients, not volume. To get the job done, partners are per-sonally engaged through the entire process, even on the less glamorous aspects of a matter.

Cambodia

Laos

Vietnam

Singapore

Indonesia

Myanmar

Tax Advisory

VDB Loi is widely recognized as a leading tax advisory firm. We offer a full range of professional tax services, from corporate tax structuring to due diligence. With tax advisors working in close conjunction with our transactional lawyers, VDB Loi is in a unique position to structure transactions in a tax-efficient manner. Our advisors adopt a dynamic and assertive approach to improve your tax situation and avoid unnecessary adverse tax consequences.

Our credentials on international taxation are unique in the region – we have extensive experience with regional tax structuring for corporations and other international tax issues. ▪ Corporate tax structuring ▪ Tax-efficient market entry advisory services ▪ Real estate tax structuring ▪ Oil, gas and mining tax services ▪ Customs and excise advisory ▪ Mergers & acquisitions and tax due diligence ▪ International and regional tax optimization ▪ Transfer pricing advisory ▪ Taxation of banks and financial services ▪ Controversy and litigation

OUR PRACTICE AREASLegal Advisory

Our lawyers have built up a wealth of knowledge and expertise in a broad range of areas with leading international or regional law firms. At VDB Loi, the legal team focuses mainly on transactions in M&A, investment, real estate, resources, energy, infrastructure and capital markets.

Our lawyers bring a solution-minded approach to the deal, a safe pair of hands with a responsive and dynamic attitude. Of particular note is our policy of working with Government authorities in all the countries we cover, and our emphasis on “on-the-ground” knowledge. ▪ Investment transactions ▪ Mergers & acquisitions ▪ Real estate transactions ▪ Oil and gas ▪ Mining transactions ▪ Capital markets ▪ Energy ▪ Infrastructure ▪ Compliance ▪ Corporate & commercial law ▪ Intellectual property ▪ International trade

We rethought the law firm.

Foreign investmentCorporate M&AEnergyLicensingReal estate & infrastructureTaxation

TMTOil & gasFinancial servicesConsumer goodsMiningPower

Visit our website for full and updated details on the recognition of our practice, including:

▪ VDB Loi has been recognized by IFLR, Acquisition International, Asian Legal Business, Finance Monthly, Lawyer

Monthly, The Lawyer, Legal 500, ACQ and Dealmakers

▪ Edwin Vanderbruggen named Leading Advisor 2013 (Acquisition International) and M&A Lawyer of the Year

(Lawyer Monthly Legal Awards 2013) for Myanmar

▪ VDB Loi doubles Myanmar presence with new operating office in Nay Pyi Taw

▪ Norton Rose and VDB Loi host joint client briefing on Myanmar power projects

▪ Hon Richard Edmonds (Federal Court of Australia), The Hon Justice Susan Glazebrook (NZ Supreme Court) and

Edwin Vanderbruggen (VDB Loi) plenary speakers at University of Auckland

▪ International Tax Review: “Graham Garven, KPMG partner in Indonesia, leaves to head VDB Loi tax team in Jakarta”

▪ World Tax lists VDB Loi as leading tax law firm in Vietnam

▪ VDB Loi & Yun receives license for capital markets legal services

▪ Allens, Linklaters host joint client briefing with VDB Loi on Myanmar Oil and Gas

▪ International Tax Review publishes tax updates by VDB Loi

▪ VDB Loi briefs Netherlands Vice-Minister of Foreign Trade, mission on Myanmar

▪ VDB Loi working with Myanmar tax authorities to improve tax on foreign investment

▪ Southeast Asia association for Petroleum Exploration (SEAPEX) presents briefing on Myanmar by VDB Loi

▪ VDB Loi in Laos hosts joint conference with Tax Department, covered in Vientiane Times

▪ The Lawyer recognizes VDB Loi as a leading firm in Myanmar, Edwin Vanderbruggen as “rainmaker”

▪ Revenue, the official journal of the Myanmar tax authorities, publishes VDB Loi report

▪ Reuters, Asian Legal Business and Myanmar Times quote VDB Loi on Myanmar foreign investment rules

▪ Asian Legal Business: “VDB Loi, new regional firm fast becoming a player in Indochina, Indonesia and Myanmar”

▪ VDB Loi participates in Myanmar privatization workshop hosted by Union Attorney General Office

info@vdb-loi.comwww.VDB-Loi.com

Laos5th Floor Alounmai Tower23 Singha RoadSaysettha District, Vientiane

No. S-204, Tha Pyay Kone Ward Zabu Thiri Township Nay Pyi Taw

Level 8, Centrepoint TowersNo. 65 Sule Pagoda Road & Merchant StreetKyauktada TownshipYangon

IndonesiaThe Cityloft Sudirman, Suite 1119Jalan K. H. Mas Mansyur Kav. 121Jakarta, 10220

CambodiaLevel 6, Phnom Penh Tower445 Monivong BoulevardPhnom Penh

Singapore16 Collyer Quay#21-00 Hitachi TowerSingapore, 049318

VietnamLevel 20, Unit 4, Bitexco Financial Tower2 Hai Trieu Street, District 1Ho Chi Minh City

CONTACT US

Myanmar

RECOGNITION

Edwin VanderbruggenSenior Partner

Formerly with Loyens & Loeff and a partner at DFDL, Edwin has 21 years of experience as a lawyer, academic, author and government advisor. Edwin has structured some of the largest acquisitions and investments in the region, and is a renowned tax specialist. He advises a number of the ‘supermajors’ on oil and gas interests in Myanmar, and has acted on a farm-in by a multinational oil company. Edwin structured the US$4.2B petrochemical plant of SCG Chemical in Vietnam, the US$425M Mobitel acquisition in Singapore and Cambodia, and the US$275M listed property fund JSM Indochina. He lives in Yangon.

Fernando ManullangFernando has over 11 years of experience as a lawyer, academic and author. He was previously the managing partner of MXLaw. He’s served numerous clients, including the Indonesia Chamber of Trade and Industry (KADIN) Jakarta, as their in-house legal expert. Fernando has been involved in major project financing, private equity and M&A deals in Indonesia. He specializes in international trade law and maritime law. He was a research expert and consultant to the Ministry of Trade and Industry (2001-2003) regarding WTO agreements and Indonesia’s draft trade law.

Chris MuesselChris is one of Southeast Asia’s most experienced foreign lawyers. He has in-country experience in Cambodia (1998-1999), where as a World Bank Counsel, he advised the Council of Ministers on new commercial laws, and in Vietnam (2001-2007), where as a Baker & McKenzie lawyer, he advised MNCs on a broad range of legal matters. As a partner with the US firm Duane Morris LLP, Chris headed the firm’s Ho Chi Minh City office, and later undertook equally high-profile partnership roles with Watson Farley & Williams and Rajah & Tann.

OUR PARTNERS

Potim YunPotim is the legal partner and principal of VDB Loi & Yun, one of the first registered commercial arbitrators of NAC, and a member of the Bar Association of the Kingdom of Cambodia. Potim was formerly a partner at Gordon & Associates and Deputy Head of the Corporate & Commercial Practice Group of DFDL in Cambodia. Potim has worked on some of the largest investment projects in Cambodia, including a high-profile acquisition of a Thai telecom company, a US$90M bond issuance and IPOs of Malaysian and Singaporean companies.

Clint O’ConnellClint is a lawyer with over 11 years of experience, of which five years have been in Cambodia and one in Vietnam. He focuses on investment transactions, and corporate tax and legal structuring, including advising on large acquisitions, agricultural and industrial qualified investment projects, and corporate restructurings.

Graham GarvenGraham has spent the last 15 years as a specialist in Indonesian tax. He was a partner at KPMG from 2008-2012 and in 2009 established the Transfer Pricing Unit. Under his leadership, this unit went on to win the award for Transfer Pricing Firm of the Year in both 2010 and 2012. In addition to transfer pricing, Graham is highly experienced in dispute resolution, transactional work and M&A. His clients come from a wide variety of industrial sectors, including financial services, automotive, plantations and FMCG.

D. Larasati

As a lawyer for 26 years, Larasati has held a wide variety of posts and developed strong credentials in all areas of corporate law. She was a founding partner of MXLaw. She has been involved in major deals in project financing, M&As, private equity and IPOs across several different industries, such as construction, mining and renewable energy, and aviation. She has worked with local and international banks, and has held senior-level positions at an Ometraco Group company and at PT. Procter & Gamble in Indonesia.

Jean LoiManaging Partner

Jean is widely recognized as one of the region’s most experienced tax specialists. She was formerly a tax partner with Pricewaterhouse Coopers in Southeast Asia, RSM Chio Lim in Singapore and with regional law firm DFDL. Jean has a CPA background. She has assisted on many projects and market entries in Cambodia and Vietnam, such as hydro and coal power plant projects, oil exploration blocks, and the market entry of international banks into Cambodia, and of multinationals into Indonesia and Myanmar.

OUR DIRECTORS AND SENIOR COUNSEL

Thuan PhamThuan is an experienced tax advisor with a degree in economics and accounting. He has over 12 years of work experience, most recently with Ernst & Young and DFDL in Vietnam. He has advised on the tax implications of large construction and engineering projects, major acquisitions and on several highly publicized real estate developments.

Laysym SimLaysym is an experienced tax advisor with a degree in management. He has over 11 years of work experience, including with KPMG and DFDL in Cambodia. Laysym heads VDB Loi’s Controversy Team and has a long and proven track record of successful defense of multinationals, banks and property developers.

Daodeuane DuangdaraDaodeuane is regarded as one of Laos’s most experienced and knowledgeable tax advisors. She has over 14 years’ experience, including leading the tax team at PricewaterhouseCoopers in Laos. She has advised multinational and local firms in Laos across a wide range of sectors, including mining, hydropower, gas exploration and banking.

Yumi IshimotoMoto has 20 years of experience working in Southeast Asia as an administrator, auditor and accountant, including several years with PricewaterhouseCoopers as a senior auditor, where she worked with a broad cross-section of organizations and industries. Moto graduated with a degree in Business Administration from Yokohama National University and heads the Japanese desk of our firm, assisting clients in Cambodia, Myanmar and throughout the region.

U Myo NyuntU Myo Nyunt is an advocate to the Supreme Court of Myanmar and one of Myanmar’s most distinguished senior lawyers. A former Director of the Supreme Court and Appellate Judge, he is a member of the Bar Council, and a member of the board of editors of the Myanmar Law Review.

Gavin BatchelerGavin is an Australian and UK qualified attorney with over 20 years of experience, including more than eight years in Southeast Asia and more than four years in the Middle East and was formerly with international law firms Minter Ellison, Freshfields (associated office) and Clifford Chance. He has extensive experience with cross-border transactions, M&As, corporate structuring and joint ventures, and with major projects in the energy, resources, banking and telecom sectors.

Boturani MangunsongBoturani has over 25 years of legal experience. She has expertise in a broad range of corporate legal areas across many different industries. Most recently, she was with MXLaw, where she was involved in several large M&As and in major project financing deals for the construction and aviation industries.

May May KyiMay holds a bachelor’s degree in Commerce and is an experienced advisor on investment licensing, customs duties, and international trade. May assists clients with the investment licensing process, market entry and company establishment. She is also highly experienced in importation and corporate compliance, and formerly oversaw the customs and supply chain issues for an international mining enterprise in Myanmar.

Kimsroy ChhivPrior to joining VDB Loi, Kimsroy was a tax manager for DFDL and a senior tax consultant for PricewaterhouseCoopers. She is an expert in tax compliance, advisory and due diligence for both international and local entities. Kimsroy assists clients across a wide range of industry sectors, including financial services, agriculture, real estate, garment and footwear manufacturing, consumer products and telecommunications.