Table 13 A – List of documents for qualification in the 3rd Production Sharing Bidding Round - for domestic and foreign bidders. Type Section in the tender protocol Document Requirement Form Documents issued abroad and/or in a foreign language Notarization 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) 4.2 Expression of interest 4.2.1 Completion of the electronic form √ site Not applicable. Not applicable. Not applicable. Not applicable. 4.2.2.1 a) Corporate documents/Acts of incorporation √ No √ √ √ √ 4.2.2.1 b) Corporate documents/Evidence of the powers and of the legal representatives(2) If applicable No √ √ √ √ 4.2.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powers (2) If applicable No √ √ √ √ 4.2.2.1 d) Declaration of presentness of the charter √ ANNEX V √ √ Not applicable. See the form in the annex.* √ 4.2.2.2 Power of attorney to appoint accredited representatives √ ANNEX VI √ √ √ √ 4.2.2.3 Confidentiality agreement √ ANNEX VII √ √ Not applicable. See the form in the annex.* √ 4.3 Participation fee 4.3.1 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.
4.4.1 Legal qualification and evidence of tax and labor compliance 4.2.2.1 a) Corporate documents/Acts of incorporation When amended No √ √ √ √ 4.2.2.1 b) Corporate documents/Evidence of the powers and names of the legal representatives (2) When amended No √ √ √ √ 4.2.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powers (2) When amended No √ √ √ √ 4.4.1 b) Declaration of absence of restraints on execution of the production sharing agreement; √ ANNEX VIII √ √ Not applicable. See the form in the annex.* √ 4.4.1 c) Declaration on relevant or judicial claims √ ANNEX IX √ √ Not applicable. See the form in the annex.* √ 4.4.1 d) Detailed ownership structure of the chain of control √ No √ √ √ √ 4.4.1 e) Commitment to adjust the corporate purpose If applicable ANNEX X √ √ Not applicable. See the form in the √ 4.4.1 f.1) of enrollment in the CNPJ Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable
4.4.1 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 4.4.1 f.3) Certificate of Good Standing with FGTS (CRF) Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable 4.4.1 f.4) Labor Debt Clearance Certificate Only for domestic bidders No Not applicable Not applicable Not applicable Not applicable 4.4.1.1 a) Evidence that the company is organized and is in regular standing with the laws of its country Only for foreign bidders No √ √ √ √ 4.4.1.1 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 XI √ √ Not applicable. See the form in the annex.* √ 4.4.2 Technical Qualification 4.4.2. Technical Summary √ ANNEXES XII, XIII, XIV, XV √ √ Not applicable. See the form in the annex.* √ 4.4.2.1.1.5 Copy of the HSE policy If applicable No √ √ √ √ 4.4.2.1.1.5 Certificates of Integrated HSE Management System If applicable No √ √ √ √ 4.4.3 Financial Qualification 4.4.3 a) Financial Statements √ No √ √ √ √ 4.4.3 b) Independent auditor’s opinion √ No √ √ √ √
4.4.3 c) Declarations of Relevant Obligations and Strategic Planning √ XVI √ √ Not applicable. See the form in the annex.* √ 4.4.3 d) Summary of the Financial Statements Only for foreign bidders XVII √ √ √ √ Note: * 1 - in case notarization is in a foreign a language, a sworn translation and registration with the RTD are required. 2 - Powers of attorney must be notarized. Table 13B - List of documents for qualification in the 2nd Production Sharing Bidding Round - FIPs.
Type Section in the tender protocol Document Requirement Form Documents issued abroad na/or in a foreign language Notarização1 Legalization (for documents issued abroad) Sworn translation (for documents in a foreign language) Filing with the Registry Office Deeds and Documents documents abroad) 4.2 Expression of interest 4.2.1 Completion of the electronic form √ site Not applicable Not applicable Not applicable. Not applicable 4.2.2.2 Power of attorney to appoint accredited representatives 2 √ ANNEX VI √ √ √ √ 4.2.2.3 Confidentiality agreement √ ANNEX VII √ √ Not applicable. See the form in the annex.1 √ 4.2.2.4 a) Charter with the latest amendment filed with the competent body √ No √ √ √ √ 4.2.2.4 b) Proof of registration for operation in the Brazilian Securities and Exchange Commission – CVM. For foreign bidders, registration with a similar regulator of the country of origin √ No √ √ √ √ 4.2.2.4 c) Consolidated regulation (as amended, if any) √ No √ √ √ √ 4.2.2.4 d) Proof of registration of the regulation with the competent Registry Office of Deeds and Documents √ No √ √ √ √ 4.2.2.4 e) of registration of the administrator and, if any, of the manager before the Brazilian Securities and Exchange Commission 2 √ No √ √ √ √ 4.2.2.4 f) Minutes of the General Meeting that appointed the administrator and the manager2 √ No √ √ √ √
4.4.1 f.4) Labor Debt Clearance Certificate √ No Not applicable Not applicable Not applicable Not applicable 4.4.1.1 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 √ 4.2.2.4 (c) Consolidated regulation When amended No √ √ √ √ 4.2.2.4 (f) Minutes of the General Meeting that appointed the administrator and the manager When amended No √ √ √ √ 4.4.2 Technical Qualification 4.4.2. Technical Summary √ ANNEX XIV √ √ Not applicable. See the form in the annex.1 √ 4.4.3 Financial Qualification 4.4.3 Accounting Statements, together with Independent auditor’s opinion √ No √ √ √ √ Note: * 1 - in case notarization is in a foreign a language, a sworn translation and registration with the RTD are required.2 - Powers of attorney must be notarized. 2 - Powers of attorney must be 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 Notarization(1) Legalization (for documents issued abroad) Sworn translation (for documents in a foreign language) Filing with the Registry Office of and Documents (for documents issued abroad) 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 annex.1 √ 10.1.2 Declaration of the contractor member of a consortium on the financial guarantees of the minimum exploration program If applicable ANNEX XXV √ √ Not applicable. See the form in the √ 10.1.3 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 √ 4.2.2.1 a) Corporate documents/Acts of incorporation When amended No √ √ √ √ 4.2.2.1 b) Corporate documents/Evidence of the powers and names of the legal representatives 2 When amended No √ √ √ √ 4.2.2.1 c) Corporate documents/Documents evidencing satisfaction of any conditions to exercise the representatives’ powers 2 When amended No √ √ √ √ 4.4.1 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 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 – List of qualification documents (National and Foreign Bidders) Follow the instruction in Table 13 A – List of qualification documents (National and Foreign Bidders) Note: 1 -* In case notarization is in a foreign a language, a translation and registration with the RTD are required. 2 - Powers of attorney must be notarized.
7 Proof of enrollment in the CNPJ 8 Debt clearance certificate or debt liability certificate with clearance effects (RFB and PGFN) 9 Certificate of Good Standing with FGTS (CRF) 10 Labor debt clearance certificate or debt liability certificate with clearance effects (CNDT) 11 Technical Summary 12 HSE aspects 13 Financial Statements for the last three years 14 Independent auditors’ report 15 Declarations of Relevant Obligations and Strategic Planning 16 Summary of the Financial Statements. 16 Documents equivalent to the requirements of the tender protocol, if applicable – section 3.1.1 17 Others: [please detail] Very truly yours, ___________________________ [signature] Signed by: [enter the name(s) of the accredited representative(s) of the bidder] Place and date: [enter place and date]
9. All notices, requirements, instructions, waivers, or other information to be provided related to this Letter of Credit shall be written in Portuguese and delivered by a personal messenger, courier, registered mail, or fax and forwarded to the following address: (i) If to the Issuer: [enter the name of the Issuer] [enter the address of the Issuer] [enter the CEP] [enter the city] (ii) If to ANP: Exploration Superintendence – SEP Av. Rio Branco, 65 – 19º 20090-004 Rio de Janeiro – RJ Brazil Fax (21) 2112-8129 and (21) 2112-8139 Addresses and fax numbers for sending information related to this Letter of Credit may be changed by the Issuer or ANP upon notice to the other party at least 15 banking days before the date of the change. 10. This Letter of Credit establishes, in full and unconditional terms, the Issuer’s obligation, which shall not be, in any way, changed or amended based on any document, instrument, or agreement, except for the: (i) Proof of Reduction, (ii) Payment Order, (iii) Proof of Withdrawal, (iv) Proof of Completion, (v) approval by ANP of the Assignment of Rights and Obligations, pursuant to Section Thirty of the Production Sharing Agreement (vi) approval by ANP of the extension or suspension of the schedule of the Minimum Exploration Program, provided for in Sections Ten and Eleven of the Production Sharing Agreement. 11. This Letter of Credit establishes, in full and unconditional terms, the Issuer’s obligation, which shall not be, in any way, changed or amended based on any document, instrument, or agreement, except for the: (i) Proof of Reduction, (ii) Payment Order, (iii) Proof of Withdrawal, (iv) Proof of Completion, (v) approval by ANP of the Assignment of Rights and Obligations, pursuant to Section Twenty Three of the Production Sharing Agreement (vi) approval by ANP of the extension or suspension of the schedule of the Minimum Exploration Program, provided for in Sections Five and Fourteen of the Production Sharing Agreement.. Very truly yours, the name of the Bank] ___________________________ [signature]
Field 1 1 Field 1 Month 2 1 Month 3 1 4 Field 1 Month 5 Field 1 Month 6 Field 1 Month 7 Field 1 Month 8 Field 1 Month 9 Field 1 Month 10 Field 1 Month 11 1 12 Multiplier αc = Average Field 2 Month 1 2 Month 2 Field 2 Month 3 Field 2 Month 4 Field 2 Month 5 2 6 2 Month 7 Field 2 Month 8 Field 2 Month 9 2 10 Field 2 Month 11 2 Month 12 Multiplier αc = Average NOTE: The “Multiplier αc” represents the quality differential between the Brent oil and the oil from the field offered as a guarantee, calculated by ANP for purposes of payment of the government shares, according to the calculation chart of the minimum oil prices for purposes of payment of the government shares. Brent Price USD: average Brent price in USD for the month immediately preceding delivery of the draft agreement to ANP, pursuant to the quotation published in Platts’ Crude Oil Marketwire. Exchange Rate: PTAX quotation for the month immediately preceding delivery of the draft agreement to ANP, published on BACEN’s website. II – Production Sharing Agreement of the 3rd Production Sharing Bidding Round Guaranteed by this Instrument Table 1 – Production Sharing Agreements of the 3rd Production Sharing Bidding Round Guaranteed by this Instrument No. Process(es) No. Block(s) (R$/UW) PEM (UWs) Financial Guarantee (R$) 1st Period
Brazil Fax (+55 21) 3797-6399 The addresses and fax numbers of any of the Parties above may be changed through official notice in writing to one another, at least fifteen (15) business days before the actual date of change. This Guarantee shall be submitted in [enter the number of counterparts in words] ([enter the number of counterparts]) counterparts, and each of them shall be deemed an original copy. This Guarantee was properly signed by the Guarantor on [enter the month] [enter the day], [enter the year] and shall become effective as of the date of its approval by ANP. ([enter the corporate name of the Guarantor]) ____________________________ [signature] Signed by: [enter the name of the representative] Title: [enter the title] Agreed According to the rules established in the tender protocol of the 3rd Production Sharing Bidding Round Acknowledged and accepted on the month] [enter the day], [enter the year]. National Agency of Petroleum, Natural Gas and Biofuels ___________________________ [signature] Signed by: [enter the name of the representative of SPL] Title: [enter the title]