DRAFT

PRIVILEGED
ATTORNEY CLIENT PRIVILEGE

On August 2, 2018, [Insert Background]

Ms. Shehadeh began the interview by introducing herself, Mr. Vissac, and Messrs.
Sillaman and Ben-Ezra, noting that Mr. Sillaman would lead the forthcoming discussion. Mr.
Sillaman thanked Mr. Fallaha for agreeing to hold the meeting, noting that he wanted to follow
up on a number of issues that Hughes Hubbard had had the opportunity to review subsequent to
its prior discussion with Mr. Fallaha on June 18, 2018.

I. Evolution of EES’s Introduction to Legacy FMC (January-April 2017)

Mr. Sillaman began the substantive discussions by asking Mr. Fallaha to provide greater
detail of his and EES’s initial January 26, 2017 meeting with Faiz Alkalbi in January of 2017 at
FMC’s Jebel Ali office. Mr. Fallah stated that he remembered the meeting, although could not
recall its exact date. The meeting had been attended by both Mr. Alkalbi and his (Alkalbi’s)
colleague.

A. Introductory Discussions Via Email and Telephone

Noting that Hughes Hubbard had had the opportunity to review relevant documentation,
Mr. Sillaman stated that certain email communications between EES and Faiz Alkalbi sent for
the purposes of arranging a potential meeting indicate that Mr. Alkalbi initially determined that
no such meeting was necessary, as FMC was already aware of the projects about which EES had
inquired. However, a follow up email between a Mr. Ayad Alhamdani and Faiz Alkalbi
confirmed that, after those two individuals had further discussed the matter phone, Mr. Alkalbi
had consented to a meeting.

Having provided Mr. Fallaha with that context, Mr. Sillaman asked if Mr. Fallaha could
provide additional information about Mr. Alhamdani’s identity. Mr. Fallaha stated that Mr.
Alhamdani is a friend of his that he uses as a consultant on a case-by-case basis. He further
explained that Mr. Alhamdani owns a consulting firm called Al Mensr, which is based in Dubai.

Mr. Sillaman then asked Mr. Fallaha if he recalled why EES had involved Mr.
Alhamdani in its discussions with, and introduction to, Mr. Alkalbi and legacy FMC. Mr.
Fallaha stated that he had involved Mr. Alhamdani in that instance because he (Fallaha) was
unable to travel to Dubai very frequently, and Mr. Alhamdani, who is based in Dubai, had better
access to Jebel Ali. In response to Mr. Sillaman’s inquiry, Mr. Fallaha stated that Mr. Commented [GB1]: But Fallaha knew that he would
Alhamdani has not had any further involvement in EES’s discussions with attend the meeting?

B. January 26, 2017 Meeting at Jebel Ali

Mr. Fallaha stated that he had already been aware going into the meeting that LS was
already involved in an ongoing contract for the sale of three MLAs to the BOC, with GCG acting
as the supplier. He further explained that it was his understanding that LS had previously

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received a direct tender from the BOC, but had been unable to accept the BOC’s terms and
conditions, thus necessitating GCG’s role as the project’s supplier.

Mr. Fallaha stated that Mr. Alkalbi made clear at the meeting that: (i) Measurement
Solutions (“MS”) had an exclusive relationship with its Iraqi agent, GCG; and (ii) that he was
not involved in or responsible for the sale of marine loading arms (“MLAs”) to the Basra Oil
Company, as responsibility for that sale lay with Loading Systems (“LS”).

Mr. Fallaha explained to Mr. Alkalbi that EES was interested in the prospect of replacing
the MLAs on the Basra Export Platform. When Mr. Alkalbi asked whether EES had the
“opportunities” facilitate such sales, Mr. Fallaha explained that EES was aware that the BOC
planned to execute a large expansion of its export facilities and that the expansion would include
the purchase of additional loading arms.

Mr. Fallaha further informed Mr. Alkalbi that EES had previously secured contracts to
replace six Emco Wheaton MLAs on a different platform. Upon hearing that EES had
previously represented Emco Wheaton, Mr. Alkalbi asked Mr. Fallaha if EES was a competitor.
Mr. Fallaha then responded that while EES had previously secured contracts for Emco Wheaton,
it was willing to work exclusively with FMC.

Mr. Fallaha stated that the meeting ended with Mr. Alkalbi stating that EES would need
to speak with LS, promising to provide the necessary introductions. When asked if Mr. Alkalbi
ultimately followed up with that promise, Mr. Fallaha initially answered in the affirmative.
However, when asked whether, and if so, why EES had also sought to be introduced to LS
through Maxime Moliyan, Mr. Fallaha conceded that he had misremembered. He stated that
EES had reached out to Mr. Moliyan, with whom it had a prior relationship, seeking and
receiving assistance with the introduction, which ultimately led to EES’s April 2017 meeting
with Frederic Bance.

II. Project-Specific Discussions and Activities

A. Project Development / Tender Process

Mr. Sillaman asked Mr. Fallaha about the status of the prospective sale of MLAs to the
BOC at the time of EES’s April 2017 meeting with Mr. Bance. Mr. Fallaha answered via
anecdote, stating that at the meeting he informed Mr. Bance about the BOC’s plan to invest in its
export facilities and that EES had heard and expected that the BOC would announce its desire to
acquire an additional 9 MLAs within the following 12 months. Mr. Fallaha stated that Mr.
Bance was excited with that news and appeared interested. Commented [GB2]: Thomas, do you recall this. I am
pretty sure I heard it, but do not have in my notes.
Mr. Sillaman asked Mr. Fallaha if EES held discussions with the BOC about the potential
procurement after its meeting with Mr. Bance. Mr. Fallaha answered in the affirmative, stating
that EES has daily interactions the BOC, who is among EES’s most important clients. He stated
that “for sure” EES would have been discussing the expected tender with the relevant person at
the BOC and would have shared any relevant information with LS.

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Noting that Hughes Hubbard understands that there are multiple tender processes by
which a national oil company in Iraq could execute a procurement, Mr. Sillaman asked Mr.
Fallaha if EES would have had discussions with the BOC about the mechanism by which the
BOC would procure the MLAs. Mr. Fallaha stated that there are three basic procurement means
that can be used by Iraqi national oil companies: (i) a genera tender, where the procuring entity
does not specify the brand or make of the good it seeks to procure, which allows competitors to
submit bids with alternative goods; (i) a direct invitation, which specified the brand or make of
the goods; and (iii) a monopolistic tender for the replacement of a specific piece of equipment.
Mr. Fallaha stated that the BOC’s intended tender qualifies as a monopolistic one because it
seeks to replace already existing MLAs. He further explained the monopolistic approach as
necessary in the case of the MLAs, which are installed in a specific manner such that the BOC’s
purchase of non-FMC MLAs would require additional expenditures. When asked if EES played
any role in convincing the BOC to purchase the MLAs through a monopolistic tender, Mr.
Fallaha answered in the negative stating that it would be impossible to do so.

Mr. Sillaman asked Mr. Fallaha whether the BOC’s procurements need to be approved
from the Ministry of Oil in Baghdad. Mr. Fallaha answered in the affirmative, stating that the
procurement approval process is very centralized in that each of the SOC’s procurements—as
well as each procurement by any national oil company—needed approval from Baghdad. In
response to Mr. Sillaman’s request for additional detail on that process, Mr. Fallaha stated that a
procurement must first be approved by the Minister of Oil’s Economic Financial Department,
after which point it gets forwarded to the tendering committee, made up of Deputy Ministers and
the Director of Contracts for approval. After that point, the tender’s value must be signed by the
Minister or by his appointee.

Mr. Sillaman asked if the Ministry of Finance was involved in the procurement approval
process. Mr. Fallaha confirmed that the Ministry of Finance must approve financial allocations
for procurements, but that funds are usually more readily available for Operations Expenditures,
which are used for purchases directly related to the sale of oil—including the procurement of
MLAs—as opposed to capital expenditures.

When asked when the SOC decided to purchase the MLAs through a monopolistic
tender, Mr. Fallaha stated that the procurement could not be anything but monopolistic because
competitors’ loading arms would not be compatible with the currently existing infrastructure into
which the loading arms would need to be installed. Thus, he reiterated that the tender was
“monopolistic from the beginning.” Mr. Sillaman asked if Mr. Fallaha was aware of any debate
within the BOC as to whether the currently-existing MLAs should be refurbished instead of
replaced. Mr. Fallaha answered in the negative.

Mr. Sillaman then inquired as to whether the BOC generally needed to have issued a
budgetary inquiry to LS to ensure that its project estimate was accurate. Mr. Fallaha answered in
the affirmative, stating that the BOC had recently begun issuing such requests in the last year and
a half and had issued such a request to GCG in later 2017. In response to an inquiry by Mr.
Sillaman, Mr. Fallaha stated that the BOC had not issued a similar inquiry to EES, elaborating
that until approximately six months ago, the BOC had not been aware that FMC is divided into

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three business units and was under the impression that GCG had been nominated as the Iraqi
agent for all of FMC. He stated that the BOC’s misconception was cleared up by LS in early
2018 and that it his understanding that the BOC should now communicate directly with LS.

A. BOC Letter Ref. No. 448

Mr. Sillaman then noted that Hughes Hubbard had reviewed communications dated
February 2018 between the BOC and EES regarding the loading arms. He noted that a letter
from the BOC dated March 12, 2018 referenced an earlier email that the BOC had received from
EES in connection with the prospective tender of 9 MLAs. The BOC’s response referred to the
earlier email as “illegalized” and noted that the BOC’s desire to purchase additional loading arms
had not yet been made public. Mr. Fallaha confirmed his knowledge of these communications
and stated that EES had responded thereto in a “straightforward” manner. First, he stated that
the BOC’s use of the word “illegalized” was in reference to the fact that at the time, the BOC had
not yet received a notice notarized by an Iraqi consulate that appointed EES as LS’s distributor
for the remaining 9 MLAs. Mr. Fallaha stated that such a notice has since been provided to the
BOC. Second, he stated that EES had explained to the GCG that its interest in the MLAs was
the result of its prior visit to the export platform. In response to Mr. Sillaman’s inquiry, Mr.
Fallaha confirmed that the BOC had accepted that explanation.

In response to Mr. Sillaman’s inquiries, Mr. Fallaha stated that EES’s conversations and
interactions with the BOC since it clarified the issues raised by the BOC’s March 12, 2018 letter
are “business as usual.” He further confirmed that the BOC has not yet officially released a
tender for the 9 MLAs.

B. Discussions Between EES and GCG

Mr. Sillaman asked Mr. Fallaha whether EES had held any discussions with GCG
regarding the disputed tender. Mr. Fallaha stated that he was previously contacted by a GCG
affiliated person named “Ayoob,” who asked Mr. Fallaha why GCG and EES were competing
over the tender. Mr. Fallaha stated that he responded to the inquiry by suggesting that EES could
legitimately compete with GCG and that such competition would not constitute theft. Mr.
Fallaha further elaborated that the Iraqi oil and gas market is small and that he had heard that
Ayoob was accusing EES of having stolen the tender from GCG. Ayoob then invited Mr.
Fallaha to Dubai, but Mr. Fallaha declined, instead inviting GCG to Beirut.

Ayoob later called Mr. Fallaha again stating that he and Mr. Fallaha shared a friend in
common, Mr. Alhamadani. Mr. Fallaha elaborated that while Mr. Alhamadani is not friends
with Ayoob himself, they share at least one mutual friend. Ayoob thus used this commonality to
invite Mr. Fallaha to Dubai for a second time. Mr. Fallaha stated that he again declined the
invitation.

Mr. Fallaha stated that Ayoob and Mr. Alhamadani were “talking a lot in Baghdad.”
During one of those conversations, Mr. Alhamadani called Mr. Fallaha, stating that Ayoob was
“a child” and that GCG was ready to make a deal with EES. Mr. Fallaha stated that he refused to
further discuss the issue with GCG “till this moment.”
Commented [GB3]: Did Fallaha explain why? If not, it is
strange that Alhamadani would have engaged in these
discussions without direction.
Fallaha may be trying to distance himself from the threats.

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C. Mr. Fallaha Denies That Abu Omar Threatened Mr. Alkalbi

Mr. Sillaman noted that during his last interview, Mr. Fallaha had discussed an Abu
Omar and asked Mr. Fallaha if he could provide additional information about that person’s
identity. Mr. Fallaha responded that Abu Omar is nom de guerre for Ayal Alhamdani,
explaining that Omar is the name of Alhamdani’s eldest son.

Mr. Sillaman asked if Mr. Alhamdani had contact with other individuals in connection
with the MLA tender. Mr. Fallaha responded by stating, assuming that Mr. Sillaman was
referring to the allegations that Mr. Alhamdani threatened Mr. Alkalbi, he (Mr. Fallaha) found
those allegations to be “ridiculous.” He explained that it was unlikely for Mr. Alhamdani to have
made that threat in Dubai, which has a relatively good security arrangement, and that, in any
event, he believed Mr. Alhamdani to be a “nice” person who would not have issued such a threat.
Mr. Fallaha further stated that he does not “operate in that way.”

Mr. Sillaman asked if Abu Omar / Alhamdani had had any other involvement with the
BOC or with GCG. Mr. Fallaha answered in the negative, reiterating that EES sometimes
subcontracts work to Mr. Alhamdani, but that in this instance, GCG had approached Mr.
Alhamdani to suggest a certain business model and EES subsequently refused that offer.

D. Mr. Fallaha’s Personal Interactions With Mr. Alkalbi

Mr. Sillaman asked Mr. Fallaha to further discuss his interactions with Mr. Alkalbi
subsequent to their meeting in January 2017. Mr. Fallaha stated that he travelled to Dubai every
three to four weeks and sometimes had coffee or drinks with Mr. Alklabi. He stated that their
discussions during this time period. However, in one instance in November 2017, Mr. Fallaha
met with Mr. Alkalbi at the Grosvenor Hotel in Dubai. The meeting had been requested by Mr.
Alkalbi after Mr. Fallaha’s meeting with LS in Sens. Mr. Fallaha stated that at the meeting, Commented [GB4]: This may not make sense. We need
Alkalbi relayed to Mr. Fallaha that LS was very pleased with EES and stated “Don’t forget me.” to narrow down exactly when Fallaha visited Sens. I was
only aware of April 2017 visit.
Mr. Fallaha informed Mr. Sillaman that he was surprised by the request and that Mr. Alkalbi was
equally surprised by Mr. Fallaha’s surprise. Mr. Fallaha stated that Mr. Alkalbi began to be
proactive against EES immediately after this meeting.

Mr. Sillaman then asked Mr. Fallaha if he had ever had any discussion with Mr. Alkalbi
about EES having been in possession of a confidential letter from the BOC. Mr. Fallaha
answered in the negative. Mr. Sillaman clarified his question by asking whether Mr. Fallaha
and Mr. Alkalbi had ever discussed EES’s possession of a letter authorizing GCG as the sole
representative of MS in Iraq. Mr. Fallaha again answered in the negative, stating that EES’s
discussions with TechnipFMC about that letter had been with LS and not with Mr. Alkalbi. He
further elaborated that EES’s discussions with LS on that topic was limited to EES’s receipt from
LS of a letter authorizing EES as LS’s distributor for the forthcoming tender and its submittal of
the same to the BOC.

Mr. Sillaman then asked Mr. Fallaha whether he had had any interactions with Mr.
Alkalbi after their meeting at the Grosvenor Hotel. Mr. Fallaha answered in the negative, stating
that they had only bumped into eachother at the Dubai airport. He described the encounter as

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awkward, and stated that Mr. Alkalbi accused Mr. Fallaha of causing him significant stress such
as to have caused him certain health issues. In response to Mr. Sillaman’s inquiry, Mr. Fallaha
stated that he does not know why Mr. Alkalbi was traveling at that time.

Mr. Sillaman then asked if anyone else from EES had any additional interactions with
Mr. Alkalbi. Mr. Fallaha answered in the negative, further stating that Mr. Alhamdani had never
met with Mr. Alkalbi.

Mr. Fallaha then offered his unsolicited opinion of Mr. Alkalbi, stating that he was not
well liked in the business community. When Ms. Shehadeh asked Mr. Fallaha to elaborate on
the basis of his opinion, Mr. Fallaha stated that Mr. Alkalbi has a reputation for exaggerating,
“lying a lot,” and not being honest.

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