Table 4 – Overall local content minimum percentages Minimum LC Percentage Exploration Phase Minimum LC Percentage Development Phase Construction of Well Collection and Outflow System Stationary Production Unit Três Marias 18 25 40 25 Saturno Uirapuru Itaimbezinho Dois Irmãos
and names of its legal representatives; (iii) satisfaction of any conditions to exercise the representatives’ powers, as set forth in the acts of incorporation, if applicable. The documents mentioned in item (b) shall not be required if the powers and names of the legal representatives can be verified in the acts of incorporation (bylaws or articles of association). Any amendment to the corporate documents referred to in items (a), (b), and (c), including changes in the board of directors, corporate restructuring, change or transfer of the corporate control, during this Bidding Round until execution of the production sharing agreement shall be informed to ANP immediately after implementation of the act, and the related documentation shall be submitted. Appointment of accredited representatives The interested company appoint one or more representatives accredited before ANP through a power of attorney, pursuant to ANNEX VI, signed by its legal representatives with powers to designate attorneys-in-fact. If the interested company intends that any of its legal representatives act in the bidding process and/or sign the respective agreement, they shall also be appointed as accredited representatives through the abovementioned power of attorney (ANNEX VI), even if such representatives have powers granted through the bidder’s corporate documents. The accredited representative be the representative of the bidder in all phases of the bidding process, including in the execution of the respective agreement. If the bidder appoints more than one accredited representative, any of them, individually, shall represent the bidder in any acts related to the 4th Production Sharing Bidding Round. Bidders that appoint more than one accredited representative shall indicate who is the main one among them, to whom any and all official correspondence of ANP related to the bidding process shall be sent. Bidders shall appoint at least one accredited representative domiciled in Brazil. Each accredited representative may represent only one bidder, unless the bidders are part of the same corporate If more than one bidder appoints the same representative, only appointment of the first bidder shall be considered, respecting the order of submission of documents in ANP’s protocol.
Table 13 A – List of documents for qualification in the 4th Production Sharing Bidding Round – National and Foreign Bidders Type Section in the tender protocol Document Requirement Form Documents issued abroad and/or in a foreign language Notarization1 Legalization (for documents issued abroad) Sworn translation (for documents in a foreign language) Filing with the Registry Office of Deeds and Documents (for documents issued abroad) 4.1 Expression of interest 4.1.1 Completion of the electronic form √ site Not applicable. Not applicable. Not applicable. Not applicable. 4.1.2.1 a) Corporate documents/Acts of incorporation √ No √ √ √ √ 4.1.2.1 b) Corporate documents/Evidence of the powers and names of the legal representatives2 If applicable No √ √ √ √ 4.1.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powers2 If applicable No √ √ √ √ 4.1.2.1 d) Charter update statement √ ANNEX V √ √ Not applicable. See the form in the √ 4.1.2.2 Power of attorney to appoint accredited representatives2 √ ANNEX VI √ √ √ √ 4.1.2.3 Confidentiality agreement √ VII √ √ Not applicable. See the form in the annex.* √ 4.2 Participation fee 4.2.1 Payment of the participation fees √ ANNEX IV √ √ Not applicable. See the form in the annex.* √ Copy of the proof of payment of the participation fee √ No Not applicable Not applicable Not applicable Not applicable 4.3.1 Legal qualification and 4.1.2.1 a) Corporate documents/Acts of incorporation When amended No √ √ √ √
4.1.2.1 b) Corporate documents/Evidence of the powers and names of the legal representatives2 When amended No √ √ √ √ 4.1.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powers2 When amended No √ √ √ √ 4.3.1 b) Declaration of absence of restraints on execution of the production sharing agreement; √ ANNEX VIII √ √ Not applicable. See the form in the annex. √ 4.3.1 c) Declaration on relevant legal or judicial claims √ ANNEX IX √ √ Not applicable. See the form in the annex. √ 4.3.1 d) Detailed ownership structure of the of control √ No √ √ √ √ 4.3.1 e) Commitment to adjust the corporate purpose If applicable ANNEX X √ √ Not applicable. See the form in the √ 4.3.1 f.1) Proof of enrollment in the CNPJ Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable 4.3.1 f.2) Joint Clearance Certificate or Liability Certificate with Clearance Effects with Respect to Debits related to Federal Taxes and the Federal Debt Roster, issued by the Attorney General of the National Treasury – PGFN Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable 4.3.1 f.3) Certificate of Good Standing with FGTS (CRF) Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable
evidence of tax and labor compliance 4.3.1 f.4) Labor Debt Clearance Certificate Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable 4.3.1.1 a) Evidence that the company is organized and is in regular standing with the laws of its country Only for foreign bidders No √ √ √ √ 4.3.1.1 b) Commitment to organize a corporate legal entity under the laws of Brazil or to indicate a Brazilian controlled company already organized to execute the production sharing agreement, if it wins the bidding process. Only for foreign bidders ANNEX XI √ √ Not applicable. See the form in the √ 4.3.2 Technical Qualification 4.3.2. Technical summary √ ANNEXES XII, XIII, XIV, XV √ √ Not applicable. See the form in the annex.1 √ 4.3.2.1.1.5 Copy of the HSE policy If applicable No √ √ √ √ 4.3.2.1.1.5 Certificates of Integrated HSE Management System If applicable No √ √ √ √ 4.3.3 Financial Qualification 4.3.3 a) Financial Statements √ No √ √ √ √ 4.3.3 b) Independent auditor’s opinion √ No √ √ √ √ 4.3.3 c) Declarations of Relevant Obligations and Strategic Planning √ ANNEX XVI √ √ Not applicable. See the form in the annex. 1 √ 4.3.3 d) Summary of the Financial Statements. Only for foreign bidders ANNEX XVII √ √ √ √ Note:
4.3.1 f.4) Labor Debt Clearance Certificate √ No Not applicable Not applicable Not applicable Not applicable 4.3.1.1 b) Commitment to organize a corporate legal entity under the laws of Brazil or to indicate a Brazilian controlled company already organized to execute the production sharing agreement, if it wins the bidding process. √ ANNEX XI √ √ Not applicable. See the form in the annex. 1 √ 4.1.2.4 (c) Consolidated regulation When amended No √ √ √ √ 4.1.2.4 (f) Minutes of the General Meeting that appointed the administrator and the manager; When amended No √ √ √ √ 4.3.2 Technical Qualification 4.3.2. Technical summary √ ANNEX XIV √ √ Not applicable. See the form in the √ 4.3.3 Financial Qualification 4.3.3 Accounting Statements, together with Independent auditor’s opinion √ No √ √ √ √ Note: In case notarization is in a foreign a language, a sworn translation and registration with the RTD are required. Powers of attorney shall be mandatorily notarized.
Table 18 – List of documents required for execution of the production sharing agreements Type Section in the tender protocol Document Requirement Form Documents issued abroad and/or in a foreign language Notarization1 Legalization (for documents issued abroad) translation (for documents in a foreign language) Filing with Registry of Deeds and Documents documents issued 10.1 Documents for execution of the production sharing agreements 10.1.1 Signatory information √ ANNEX XXI √ √ Not applicable. See the form in the annex.1 √ 10.1.2 Financial guarantee of the minimum exploration program √ ANNEXES XXII, XXIII, XXIV √ √ Not applicable. See the form in the √ 10.1.2 Declaration of the contractor member of a consortium on the financial guarantees of the minimum exploration program If applicable XXV √ √ Not applicable. See the form in the annex.1 √ 10.1.3 Proof of payment of the signature bonus √ No √ Not applicable Not applicable Not applicable 10.1.4 Consortium Agreement If applicable No √ Not applicable Not applicable Not applicable 10.1.5 Performance guarantee If applicable ANNEX XXVI √ √ Not applicable. See the form in the annex.1 √ 4.1.2.1 a) Corporate documents/Acts of incorporation When amended No √ √ √ √ 4.1.2.1 b) Corporate documents/Evidence of the powers and names of the legal representatives2 When amended No √ √ √ √ 4.1.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powersrepresentantes2 When amended No √ √ √ √ 4.3.1 f) Proofs of tax and labor compliance If expired No √ No No No
10.2 Execution of the production sharing agreement by an affiliate 10.2.1 Documents related to financial, technical, and legal qualification and proof of tax and labor compliance of the affiliate If applicable Follow the instruction in 13 A – List of qualification documents ( (National and Foreign Bidders) Follow the instruction in Table 13 A – List of qualification documents ( (National and Foreign Bidders) Follow the instruction in Table 13 A – List of qualification documents ( (National and Foreign Bidders) Follow the instruction in Table 13 A – List of qualification documents ( (National and Foreign Bidders) Follow the instruction in Table 13 A – of qualification documents ( (National and Foreign Note: In case notarization is in a foreign a language, a sworn translation and registration with the RTD are required. Powers of attorney shall be mandatorily notarized.
[Insert the corporate name of the bidder] authorizes [insert the name of the person authorized to pick up the technical data package], bearer of identity card No. [insert the number of the identity card], [insert to pick up the technical data package on its behalf. ___________________________ [signature] Signed by: [insert the name(s) of the accredited representative(s) or the legal representative of the bidder] Place and date: [insert place and date]
ANNEX XVII – SUMMARY OF THE FINANCIAL STATEMENTS This form must be completed in R$ with the summarized information of the Financial Statements for the last three (3) fiscal years of the bidder. The exchange rate (buying) of the origin currency at the end of each fiscal year, published by the Central Bank of Brazil, shall be used for conversion in R$ (Reais). ASSETS Date: ________ Date: ________ Date: ________ LIABILITIES Date: ________ Date: ________ Date: ________ Current (a) ________ ________ ________ Current (a) ________ ________ ________ Non-Current (b = c + d + e + f) ________ ________ ________ Non-Current (b) ________ ________ ________ Long-Term Receivables (c) Net Equity (c) ________ ________ ________ Investments (d) Assets (e) Intangible Assets (f) TOTAL (g = a + b) ________ ________ ________ TOTAL (d=a +b+c) ________ ________ ________ INCOME STATEMENT FOR THE YEAR Year: ________ Year: ________ Year: ________ GROSS REVENUE _________ _________ _________ INCOME BEFORE INCOME _________ _________ _________ NET PROFIT _________ _________ _________
ANNEX XX – MINIMUM EXPLORATION PROGRAM The Minimum Exploration Program of the blocks object of the bid, containing prospecting exploration, object of the bid, is established in this Annex, according to Table 24 below. Table 24 – Minimum exploration program Location Basin/Sector/Block Extent of the Contract Area Exploratory Well Minimum Exploratory Objective Amount of the Financial Guarantee for the Exploration (R$) (km²) (unit) Deep/Ultra-deepwater Santos/ SS-AUP1/ Três Marias 821.49 1 Barra Velha (Aptian) Formation 152,000,000.00 Santos/ SS-AUP1/ Saturno 1.324.25 1 Barra Velha (Aptian) Formation 152,000,000.00 Santos/ SS-AUP2/ Uirapuru 1.333.25 1 Barra Velha (Aptian) Formation 152,000,000.00 Campos/ SC-AP4/ Itaimbezinho 710.53 1 Carapebus (Maastrichtian) Formation 152,000,000.00 Campos/ SC-AP5/ Dois Irmãos 1.414.20 1 Macabu (Aptian) Formation 152,000,000.00 Gr.: Fm.: Formation; Mb.: Member For purposes of compliance with the Minimum Exploration Program (PEM), well shall be drilled up to the minimum exploratory object required in Table 24 of this tender protocol, in metering sufficient to assess its oil and gas potential. ANP may approve other exploratory objectives with identified prospecting upon technical justification.