Bouchemla Lanouar & Associés - BL&A In association with the Algerian law firm of Me Fatima-Zohra Bouchemla 1 Algeria - UK Investment Forum El Aurrassi Hotel, Algeria, 22 May BL & A, Member of DLA Piper Africa

Foreign investors are free to invest in any sectors without any prior authorization (except in some strategic sectors). The prior approval of the National Investment Council has been suppressed. A prior declaration of investment is only required in order to be granted tax and customs advantages by ANDI authority; The investment vehicle can also be freely chosen. Except in some limited sectors, there is no minimum threshold to be respected prior to an investment. The most common investment vehicles are:  limited liability companies (SARL), or joint-stock companies (SPA);  branches, the latter vehicle being possible only in limited sectors (aviation, hydrocarbons, etc.) 2 BL & A, Member of DLA Piper Africa 1. FREEDOM OF INVESTMENT

2. DEFINITION OF INVESTMENT 1.Acquisitions of assets which fall within the framework of the creation of new activities or which are likely to expand production capacity, or to renovate or restructure manufacturing facilities; 2.Participation in the capital of enterprises (in the form of in-kind or cash contributions); 3.Take over of activities within the framework of a total or partial privatization; This definition should be amended after the enacted of the new investment Code notably with the suppression of the mention to “privatization”. BL & A, Member of DLA Piper Africa3

Regardless of the form chosen for the investment vehicle, its management can be freely organized between the Algerian and the foreign shareholders The Chairman and the General Manager of a joint-stock company (SPA) or the single manager for a limited liability (SARL) can be foreigners, resident or not The Board of Directors membership is freely discussed between partners. The law does not provide for any restriction Shareholders’ agreements are widespread and are the main tool that is used to structure the management of a joint-venture; the rules governing the assignment of shares and their price valuation and dispute resolution. BL & A, Member of DLA Piper Africa 4 3. FREE MANAGEMENT OF A LOCAL JOINT-VENTURE

The general principle governing foreign investments is the fact that any investment (in production, trade, retail and import) shall be carried out within the framework of a partnership in which the national resident shareholding holds at least 51% of the share capital, being specified that the national resident shareholding may be composed of several Algerian partners, whether State-owned or not; This 49/51 Rule applies to any "participation in the share capital of a company", no matter whether the shareholding of the foreign investor is the result of the creation of a new entity or of the acquisition of a participation in an existing Algerian company. BL & A, Member of DLA Piper Africa 4. THE 49/51 RULE 5

The activity of resale without transformation does not entitle the foreign investors to repatriate the dividends and the proceeds generated by such activity BL & A, Member of DLA Piper Africa 6 5. REPATRIATION RULE Revenues of a foreign investment made through a capital contribution in foreign currency in sectors of production of goods and services can be freely repatriated by the local company in the benefit of its foreign shareholder(s). Direct foreign investments made in the share capital in foreign currency

6. FUNDING OF INVESTMENT Once the local company is set-up, the financing of its local investments has to be raised on the local financial market; Except if it is governmental or multilateral funding, a local joint-venture cannot borrow money from foreign banks or financial institutions; The Finance law for 2016 has authorized the recourse to external financing essential to the realization of strategic investments by Algerian companies subject to Algerian Government prior approval on a case by case basis; Foreign shareholders' loans granted to Algerian subsidiaries are possible certain conditions are met: no interests, these loans aim at financing investment, theirs repayment terms shall not exceed 3 years otherwise. BL & A, Member of DLA Piper Africa7

7. FOREIGN INVESTMENT: GUARANTEES AND PROTECTION Algerian law establishes the principle of equal treatment of investments and the protections and safeguards, in accordance with the provisions of international law; Algeria has concluded 45 bilateral treaties to protect investments, in addition to the multilateral treaties to the same effect; Algeria and the United Kingdom are currently negotiating several bilateral agreements in the matters of tax, protection of investment in addition to the existing conventions in force between the two countries. BL & A, Member of DLA Piper Africa8

9 8. FLEXIBLILITY OF THE ALGERIAN CONTRACT LAW Algerian law authorizes parties to a contract to choose the applicable law for their contractual obligations, provided that such foreign law is relevant due to the nationality of one party, the place of signature or the main provisions of the contract. Liberty to choose the most relevant governing law Algerian law authorizes parties to a contract to: 1)choose freely the place of their jurisdiction; and 2) submit the disputes to a international arbitration Liberty to choose the most relevant jurisdiction

9. INTERNATIONAL ARBITRATION Algeria has one of the most liberal international arbitration law among all Arab countries; Algeria has ratified the ICSID convention of the World bank on the settlement of investment dispute and the Seoul Convention on the Multilateral Investment Guarantee Agency; Whether it concerns the choice of arbitrators, the location of arbitration, the applicable procedural law, or even of substantive law, Algerian law gives the greater choice to the parties; Under Algerian law, the judge has the obligation to enforce an arbitration award, provided the arbitration award is compliant with Algerian international public order; It is worth noting that there is a court of arbitration in Algiers (Centre de Conciliation et d’Arbitrage d’Alger). BL & A, Member of DLA Piper Africa10