2019 market test process of trans adriatic pipeline tap’s

Copyright Reserved: This document may not be copied, shown to or placed at the disposal of third parties without prior consent of TAP AG. The latest version of the document is registered in the TAP Project’s Database.

2019 Market Test Process of Trans

Adriatic Pipeline

TAP’s Binding Phase Notice

17 May 2021

Trans Adriatic Pipeline AG

Lindenstrasse 2, 6340 Baar, Switzerland www.tap-ag.com

http://www.tap-ag.com/

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Table of Contents

1 Introduction ............................................................................................................................................................................................... 3

2 TAP Regulatory Framework...................................................................................................................................................................... 3

3 Points of Contact ...................................................................................................................................................................................... 4

4 Milestones and Schedule .......................................................................................................................................................................... 4

5 Binding Phase Procedure ......................................................................................................................................................................... 5

5.1 Information Phase ......................................................................................................................................................................... 5

5.1.1. Submission of Registration Forms and documents required to TAP .................................................................................... 6

5.1.2. Supporting documentation accompanying the Registration Form ........................................................................................ 6

5.1.3. Evaluation of Registration Requests .................................................................................................................................... 7

5.1.4. Exclusion from Registration .................................................................................................................................................. 7

5.2 Binding Bidding Phase – Bid Submission Window ........................................................................................................................ 8

5.2.1 Submission of Binding Bid Form(s) and Guarantees to TAP and aTSOs .................................................................................. 8

5.2.2. Submission of Capacity Cap Forms to the Authorities .................................................................................................................... 9

5.2.3. Bid Evaluation ............................................................................................................................................................................... 10

5.3 Preliminary Capacity Allocation, Equal Marginal Bids, EVT and Capacity Allocation .................................................................. 11

5.4 Execution of the Gas Transportation Agreement......................................................................................................................... 11

6 Tariff methodology and tariffs ................................................................................................................................................................. 12

7 Indicative conditions for a positive EVT ................................................................................................................................................. 13

8 Confidentiality and Data Protection ......................................................................................................................................................... 14

9 Objections and disputes ......................................................................................................................................................................... 14

10 Reservation of Rights ............................................................................................................................................................................... 14

Annexes .......................................................................................................................................................................................................... 15

Annex I Registration Form (containing the Independent Due Dilligence form as an annex) ............................................................................ 15

Annex II Binding Bid Form ............................................................................................................................................................................... 15

Annex III Bank Guarantee template ................................................................................................................................................................ 15

Annex IV Equal Marginal Bids Binding Bid Form ............................................................................................................................................. 15

Annex V GTA template (including Transportation Confirmation and General Terms and Conditions) ............................................................. 15

Annex VI Capacity Cap Forms for Italy, Greece and Albania .......................................................................................................................... 15

Annex VII Declaration of No Objection from the Authorities ............................................................................................................................ 15

Annex VIII Confidentiality Agreement .............................................................................................................................................................. 15

Annex X Data Protection Information .............................................................................................................................................................. 15

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1 Introduction

This is the Binding Phase Notice (BPN) for the Binding Phase of the 2019 Market Test initiated at 5 (five)

Interconnection Points (IPs) along the route of the Trans Adriatic Pipeline (TAP): Kipoi (GR-TANAP), Nea

Mesimvria (GR), Korca (AL), Fier (AL) and Melendugno (IT).

Capitalised terms which are not otherwise defined herein shall have the meaning given to them in the Project

Proposal (as defined below).

The purpose of this BPN is to provide instructions and procedural details to Participants about participation in the

Binding Phase of TAP’s 2019 Market Test and about the submission of Binding Bids to TAP.

TAP’s 2019 Market Test (the Market Test) was initiated on the 1st of July 2019 in accordance with the provisions

of Section 4.1.7 and 4.1.8 of the Final Joint Opinion of the Energy Regulators dated 6 June 2013 (FJO) and in

alignment with the provisions of Regulation (EU) 2017/459 (EU NC CAM).

The Market Test is structured in 2 (two) parts: (i) a non-binding phase (started on 1 July 2019 and lasting until the

opening of the Binding Phase)) and (ii) the Binding Phase is initiated by the publication of the Joint Notice by the

TSOs Concerned and publication of further details and supporting documentation on the websites of each of the

TSOs Concerned.

During the non-binding phase, interested parties submitted non-binding requests to TAP and to the aTSOs. The

non-binding capacity and connection requests that were received have been published in an aggregated manner

jointly by TAP, SRG and DESFA in their Demand Assessment Report (DAR).1

The Binding Phase process is subject to the terms and conditions of the Project Proposal developed jointly by

TAP, SRG and DESFA and approved by the National Regulatory Authorities (Authorities) of Italy (ARERA),

Greece (RAE) and Albania (ERE) in May 2021 (the Project Proposal).2 Capacity allocation during the Binding

Phase shall take place according to the Alternative Allocation Mechanism of as set out in the Project Proposal.3

The Binding Phase of the 2019 Market Test is open to all Applicants, irrespective of their participation in the non-

binding phase.

The Participants wishing to submit Binding Bids for the IPs of Kipoi and Fier shall do so under and in

accordance with the terms and conditions of the Project Proposal and are also required to follow the

procedural rules as laid out in this Binding Phase Notice. Conversely, the Participants wishing to submit

Binding Bids for the IPs of Melendugno and/or Nea Mesimvria shall accept the terms and conditions of

the Project Proposal, but also adhere to this Binding Phase Notice and to the terms of the Joint Notice

(including the applicable documentation issued by SRG and DESFA (as applicable) and published on each

of their websites).4

2 TAP Regulatory Framework

TAP is exempted from certain provisions on third party access (TPA), regulated tariffs and ownership unbundling

according to Article 36 of Directive 2009/73/EC, subject to terms and conditions set by the Exemption Decision of

the EC Commission Decision of 16.5.2013 on the exemption of the Trans Adriatic Pipeline from the requirements

on third party access, tariff regulation and ownership unbundling laid down in Articles 9, 32, 41(6), 41(8) and 41(10)

of Directive 2009/73/EC and subsequently by the FJO.

1 Demand Assessment Report (available here) 2 Project Proposal of TAP, SRG and DESFA for the 2019 Market Test (available here) 3 Readers are kindly asked to refer to the Project Proposal for more details. 4 Please see SRG website [link]; please see DESFA website [link]

https://www.tap-ag.com/shippers/market-tests/$14391/$14394/$14402

https://www.tap-ag.com/shippers/market-tests#phase-two-downloads-20542

https://www.snam.it/en/transportation/Online_Processes/Allacciamenti/procedure-module/incremental-capacity/request_incremental_capacity.html

https://www.desfa.gr/en/regulated-services/transmission/market-test/incremental-capacity-2019-TAP-SRG

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Please note that while TAP’s expansion capacity is not exempted from TPA, it is still exempted from regulated

tariffs and ownership unbundling.

Expansion capacity in TAP is open to third party access and the provisions set out by the EU NC CAM apply to

the extent they do not conflict with the FJO (as per Section 4.6 of the FJO) and the resultant tailor-made regulatory

framework. In addition, an amount of 10% of the actually built Expansion Capacity shall be set aside and offered

as Forward Firm Short-Term Capacity according to Paragraph 4.1.10 of the FJO.

3 Points of Contact

Please submit all questions related to this BPN and the Binding Phase process in writing, to TAP at

[email protected].

4 Milestones and Schedule

The Binding Phase is divided into the process steps indicated below. Each of these steps, the documentation to

be submitted for registration and participation in the Binding Phase, as well as the deadlines applicable are

described in more detail below.

Please see below a detailed timeline of the Binding Phase, as approved by the Authorities.

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Milestones Dates

Launch of Binding Phase through publication of the Binding Phase Notice

17 May 2021

1. Information Phase 17 May 2021 - 17 July 2021

TAP/SRG/DESFA make available a list of documentation to be submitted to each TSO

17 May 2021

Beginning of Registration Period 17 May 2021

End of Registration Period (Registration Deadline)

23 June 2021

2. Binding Bidding Phase 17 July – 30 September 2021

Bid Submission Window 17 July - 20 July 2021

Bid Evaluation Period 21 July – 31 July 2021

Preliminary Capacity Allocation5 6 01 August - 30 August 2021

Economic Viability Test Results 31 August 2021

3. Capacity Allocation 31 August 2021

4. Execution of GTAs 30 September 2021

5 Binding Phase Procedure

5.1 Information Phase

The Information Phase starts on 17 May 2021 and lasts until 17 July 2021.

5 In case TAP assesses that the Participants have submitted bids which can be qualified as Equal Marginal Bids, then the Equal Marginal Bids process set out in Section E.5 of the Project Proposal will be followed and consequently the timeline may extend with approximately 15 business days. 6 If, during the preliminary Capacity Allocation TAP reaches a preliminary conclusion of a negative EVT result, TAP may enter into discussions with Participants for a revision of their Binding Bids, with the purpose of yielding a positive EVT, in accordance with Section 3.3.1(d) TAP Tariff Code. TAP will also proceed to inform the Authorities of the negative EVT result. Depending on decisions of the Authorities, the preliminary capacity allocation period may indicatively extend by up to 4 months, as follows: according to Section 4.1.8 of the FJO, in case the EVT is negative, TAP is obliged to demonstrate this situation to the Authorities within one month following the closing date of the market test. If so requested by the Authorities, TAP will provide an opinion by an independent third party. In case such an opinion is requested, the one-month timeline is extended by two months. The Authorities will then decide on the economic viability of the expansion within one month following receipt of TAP’s argumentation / from the receipt of the independent opinion.

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TAP has provided all information relevant to the Trans Adriatic Pipeline and this incremental capacity project on

its website. Applicants should also consult the webpages of SRG and DESFA in relation to the IPs of Melendugno

and Nea Mesimvria.

During the Information Phase, the Applicants may address clarification questions to TAP in writing at

[email protected]. TAP will undertake all reasonable efforts to respond to questions addressed to TAP

within 5 working days from receipt.

Applicants interested in participating in the Binding Phase are required to register to the Binding Phase regardless

of their previous participation in the non-binding phase. Registration is carried out according to the timelines laid

out at Section 4 above and in accordance to the provisions set out below.

5.1.1. Submission of Registration Forms and documents required to TAP

The Registration Form, including a checklist of required additional documentation that the Applicants must submit

to TAP in order to register to the Binding Phase is provided in the Annexes Section to this Binding Phase Notice.

All documents shall be in English and duly signed by the properly authorised representative of the Participants.

The TAP Registration Form together with all documentation required, as outlined in Section 5.1.2 below shall be

submitted to TAP by email at [email protected] and also by post or courier to the following address:

Market Test


Lindenstrasse 2

6340 Baar

Switzerland

The Registration Form and all necessary accompanying documentation must be received by TAP (in both

electronic and hard copy) by the Registration Deadline, as specified at Section 4 above.

Applicants interested in submitting a Binding Bid at the IPs of Melendugno and Nea Mesimvria must also

register with SRG and DESFA (as applicable). Instructions on registering with aTSOs are included within the

documentation published on their respective webpages.7 Registration with both TAP and the relevant aTSO is a

prerequisite for submitting a Binding Bid Form for the IPs of Melendugno and Nea Mesimvria.

5.1.2. Supporting documentation accompanying the Registration Form

Together with the Registration Form (which is required to be submitted by all Applicants), Applicants shall also

provide to TAP the relevant registration documentation as set out in the Registration Form, Annex I to this Binding

Phase Notice (see below list of Annexes). For clarity, the required documentation is as follows:

i. Applicants shall submit to TAP their audited financial statements of the last three years prior to the year

of the Binding Phase (2017-2019).

ii. A proof of power to sign on behalf of the Applicant, being a certified copy from the relevant company

register (where applicable) or power of attorney signed by legal representative.

iii. A document confirming the assignment of a tax identification number for the purposes of the tax on goods

and services to Applicants who are operating in a European Union member state, and documents

7 Please see SRG website [link]; please see DESFA website [link]

https://www.tap-ag.com/resource-library/reference-documents/tap-market-test

mailto:[email protected]




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confirming issue of an EIC-code and ACER code. For parties already registered with TAP, this requirement

is not applicable provided that such parties have already submitted these documents, the documents have

been accepted by TAP and there has been no material change in the content or correctness of such

documents since the last submission. iv. A Confidentiality Agreement (in the form set out as in the Annexes section of this Binding Phase Notice)

signed by an authorized representative of the Applicant.

v. A duly filled out and signed Integrity Due Diligence Form (in the form set out as in the Annexes section of

this Binding Phase Notice). For parties who have already registered with TAP, this requirement is not

applicable unless and until TAP (in its sole discretion) notifies such parties that they are required to re-

submit an Integrity Due Diligence Form.

vi. A Certified copy of the valid articles of association (AoA) of the Applicant. For parties already registered

with TAP, this requirement is not applicable provided that such parties have already submitted these AoA

to TAP, the same AoA have been accepted by TAP and no changes have been made to the AoA since

the last submission.

vii. The Applicant acknowledges its obligation to engage in the Capacity Caps review assessment with the

Authorities and:

a. Submit the information required under the Capacity Caps Form to the relevant Authorities (ARERA

in Italy, RAE in Greece and ERE in Albania) no later than the end of the Bid Submission Window,

as shown at Section D of the Project Proposal and Section 4 of this Binding Phase Notice.

b. Provide to TAP the Declaration of No-Objection from the Authorities no later than the last date for

GTA signature, as specified at Section D of the Project Proposal and Section 4 of this Binding

Phase Notice.

5.1.3. Evaluation of Registration Requests

The Registration Form and all accompanying registration documentation shall be assessed by TAP for

completeness and compliance with the checklist of required documents set out in the Registration Form.

Within 5 business days from receipt of each registration application, TAP shall either (i) confirm to the relevant

Applicant the completeness and compliance of that Applicant’s registration documentation or (ii) request the

Applicant to submit any missing documentation or additional documentation required by TAP.

Any Applicant(s) who receive a request to submit additional documentation, shall submit all such requested

documentation (in all required formats) by the Registration Deadline set out in Section 4 (unless otherwise agreed

by TAP). All additional documentation submitted by the Applicants shall be sent both by email at market.test@tap-

ag.com and post or courier to the address specified in Section 5.1.1 above.

5.1.4. Exclusion from Registration

Applicants shall not be registered and will thereby be excluded from the remaining process upon failure to

submit/resubmit a completed registration application (including Registration Form and required accompanying

registration documentation) in accordance with Section 5.1.1 by the Registration Deadline set out in Section 4 (or

such other deadline, as may be agreed between TAP and the Applicant in TAP’s sole discretion).

For the IPs of Nea Mesimvria and Melendugno, failure by an Applicant to complete and submit all necessary

registration forms and required accompanying documentation to each of the relevant aTSOs (as set out

under Section 5.1.1 above) by the specified deadline may, at the absolute discretion of TAP and the

relevant TSOs, result in the exclusion of such Applicant from the Binding Bidding Phase.

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TAP may refuse to register for, and/or otherwise exclude Applicants from, participation in the Binding Bidding

Phase if the Applicant, or any of its Affiliates or the authorised representative that signed the Registration Form

and/or the accompanying documents required:

a) has been convicted for being a member of a criminal organisation or has been convicted for offences of

or relating to fraud, corruption or money laundering;

b) is listed on any applicable list of sanctioned entities or is otherwise a target of applicable sanctions (and

is not exempted) or if TAP could be subject to criminal or civil liability under, or be found to not have complied

with, any sanctions regime applicable to TAP, as a result of its relationship with the relevant party; or

c) is a natural or legal person who has been declared bankrupt or who is currently subject to any form of

insolvency proceeding.

5.2 Binding Bidding Phase – Bid Submission Window

The Binding Bidding Phase starts on 17 July 2021, with the opening of the Bid Submission Window (as specified

in Section 4 above). The Participants will have until 20 July 2021 to submit Binding Bid Forms to TAP and to

aTSOs, as relevant.

At the IPs of Melendugno and Nea Mesimvria, only bundled capacity is on offer. For the remaining IPs capacity

is offered on an unbundled basis.

The Offer Levels are described in Section B of the Project Proposal.

Products on offer and further information regarding the content of bids, rules for linked bids and Equal Marginal

Bids process are provided in Section E of the Project Proposal.

Binding Bid Forms must be submitted no later than the end of the Bid Submission Window and may only be

submitted by Participants who have duly registered in accordance with Section 5.1 above by the Registration

Deadline as specified at Section 4 above (unless another deadline for registration has been agreed by TAP and a

Participant, in TAP’s sole discretion, in which case the Participant shall be required to complete registration by

such alternative deadline).

5.2.1 Submission of Binding Bid Form(s) and Guarantees to TAP

A Binding Bid Form template is included in the Annexes section of this Binding Phase Notice (please see below).8

By submitting a Binding Bid Form to TAP, the Participant confirms its agreements to the terms set out in the Project

Proposal and in this Binding Phase Notice (including the reservation of rights set out at Section 10 below) and the

Participant acknowledges its obligation to provide the Capacity Cap Form(s) to the relevant Authority (ARERA in

Italy, RAE in Greece and ERE in Albania) for their assessment of the compliance of the Participant with the

Capacity Caps.

Binding Bid Form(s) shall be accompanied by:

i. A Bank Guarantee in the form set out at in the Annexes section of this Binding Phase Notice equal in

value to the lower of (i) 20% of the maximum annual capacity requested by the Participant at each IP

multiplied by the TAP tariff for Forward Long Term Capacity published for calendar year 2021 and (ii) 45

million Euros from an internationally reputable bank or insurance company with a minimum credit rating

8 For corresponding Binding Bid Forms applicable to SRG and DESFA please see the Joint Notice of TAP, SRG and DESFA, as published on TAP’s Market test webpage [link] and also SRG’s website [link] and DESFA’s website [link]




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of A- at Standard and Poor’s or A3 at Moody's, which has been approved in advance by TAP in its absolute

discretion.

ii. 2 (two) signed copies of a Transportation Confirmation in the form in the form attached in the Annexes

section of this Binding Phase Notice.

iii. 2 (two) initialled copies of TAP's General Terms and Conditions in the form attached in the Annexes

section of this Binding Phase Notice.

In the event the Bank Guarantee has an expiry date which will occur before 31 December 2022, the Participant

will procure that an internationally reputable bank or insurance company with a minimum credit rating of A- at

Standard and Poor’s or A3 at Moody's, which has been approved in advance by TAP in its absolute discretion,

will, prior to a date falling thirty (30) days before the expiry of the existing Bank Guarantee, have provided a

replacement or renewed guarantee in substantially the same form as the Bank Guarantee it is replacing, in an

amount equal to the then unused portion of the Bank Guarantee it is replacing. The replacement guarantee must

take effect no less than fifteen (15) days prior to the expiry of the Bank Guarantee which is being replaced. It is

agreed that a breach of this requirement will entitle TAP to make a written demand under the Bank Guarantee.

The Bank Guarantee shall be capable of being called in the circumstances described in Section E.1 of the Project

Proposal, in respect of the allocation of capacity under both Binding Bids and Equal Marginal Bids. In particular,

by submitting a Binding Bid Form in accordance with the terms of this Binding Phase Notice, Participants shall be

deemed to have acknowledged and agreed that if such Participant is allocated capacity but the GTA between TAP

and the Participant does not, for any reason, become fully effective, TAP will allocate the actual costs incurred by

TAP for the Incremental Capacity Process up to that point to each Participant allocated capacity, on a pro rata

basis calculated on the basis of the amount of their Bank Guarantee as a proportion of the aggregate value of

Binding Phase Bank Guarantees received by TAP. Such pro rata costs will be payable by the Participant and, if

not paid, may be recovered by TAP under the Bank Guarantee.

The Binding Bid Form(s) (and the accompanying documentation listed in Section 5.2.1 above) shall be submitted

to TAP by email at [email protected] with a copy to the relevant aTSOs by no later than the end of the Bid

Submission Window.9 In addition, the Binding Bid Form and accompanying documentation (listed in Section 5.2.1

above) shall also be sent to TAP in hard copy by post or courier so as to be received by TAP by no later than the

end of the Bid Submission Window at the following address:

Market Test


Lindenstrasse 2

6340 Baar

Switzerland

5.2.2. Submission of Information Required under Capacity Cap Forms to the Authorities

Participants shall also submit the information required under the Capacity Cap Form to the Authorities (ARERA in

Italy, RAE in Greece and ERE in Albania) by the end of the Bid Submission Window as specified at Section 4

above.

The information required to be submitted under the Capacity Caps Form relates to the compatibility assessment

of the binding bids with the Capacity Caps.

9 At the email addresses as indicated on SRG’s website [link] and DESFA’s website [link] or in the Project Proposal.



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Please note that Participants who have expressed interest in the non-binding Phase of the 2019 Market

Test are also required to re-submit the information required under the relevant Capacity Cap Form.

Failure to submit the information required under the Capacity Cap Form to the Authorities may result to

the exclusion of the Participant from the rest of the process.

Participants shall inform TAP of the submission of the information required under the Capacity Cap Form to the

Authorities by email at [email protected] no later than the last day of the Bid Submission Window.

The Capacity Caps Forms, which describe what information the Participants are required to submit, are included

in Annexes Section of this Binding Phase Notice.

5.2.3. Bid Evaluation

Binding Bids are evaluated by TAP according to Sections E.2 and E.3 of the Project Proposal.

In case of rejection of a Binding Bid Form, TAP shall notify the relevant Participant and aTSOs within 5 business

days from the end of the Bid Submission Window.

TAP reserves its right to reject bids submitted under a Binding Bid Form, as well as bids submitted under an

Equal Marginal Bids Binding Bid Form (as relevant), including (but not limited to) in the following cases:

i. The Binding Bid Form has not been submitted within the Bid Submission Window or the EMB Binding Bid

Form has not been submitted by the relevant deadline specified by TAP in accordance with Section 5.3

below.

ii. The Binding Bid Form or EMB Binding Bid Form has not been duly signed by the legal representative of

the Participant.

iii. Incompleteness of the accompanying documentation submitted with a Binding Bid Form or EMB Binding

Bid Form which is required pursuant to the Project Proposal and this Binding Phase Notice.

iv. The Binding Bid Form is not accompanied by a duly signed Bank Guarantee in TAP’s favour (or, in the

case of an EMB Binding Bid Form under which Participants request additional capacity to that requested

in their original bid, such EMB Binding Bid Form is not accompanied by a Bank Guarantee as required

under Section E.5 of the Project Proposal and Section 5.3 below).

v. Corresponding Binding Bid Forms or EMB Binding Bid Forms have not been submitted to TAP’s relevant

adjacent TSOs in accordance with Section 5.3 below.10

vi. The Participant has failed to submit the information required under the Capacity Cap Form(s) in

accordance with Section 5.2.2. to the relevant Authorities.

vii. Upon being required to submit an EMB Binding Bid Form in accordance with this Binding Phase Notice,

the Participant fails to submit an EMB Binding Bid Form duly signed by the legal representatives of the

Participant within the deadline set for the submission of EMB Binding Bid Forms (as agreed with TAP

pursuant to Section 5.3 below).

Binding Bids that are determined to be compliant with the requirements of this Binding Phase Notice and the

Project Proposal shall be considered as part of the preliminary capacity allocation procedure set out in Section

E.4 of the Project Proposal.

10 Please refer to SRG’s website [link] and DESFA’s website [link] for details on the documentation requested and procedural details.



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5.3 Preliminary Capacity Allocation, Equal Marginal Bids, EVT and Capacity Allocation

After the end of the Bid Evaluation Period (as set out under Section 4 above), TAP proceeds to the subsequent

step, preliminary Capacity Allocation.

Should TAP observe that it has received 2 (two) Equal Marginal Bids, TAP will follow the Equal Marginal Bids

process for resolving Equal Marginal Bids as set out under Section E.5 of the Project Proposal.

As part of the Equal Marginal Bids process, TAP will invite Participants who have submitted Equal Marginal Bids

(EMB Bidders) to submit an EMB Binding Bid Form, a revised Bank Guarantee11 which meets the criteria set out

in Section 5.2.1 above and is in an amount equal to 20% of the difference between maximum annual capacity

requested by the Participant per IP in this EMB process minus the original capacity request and multiplied by the

TAP tariff for Forward Firm Long Term Capacity published for year 2021 and other accompanying documentation

required under the EMB Binding Bid Form within 5 business days from the end of the Bid Submission Window (as

specified at Section 4 above). The EMB Binding Bid Form and accompanying documentation shall be submitted

by the EMB Bidders within 5 business days following TAP’s invitation to submit an EMB Binding Bid Form. TAP

shall define the precise EMB Binding Bid submission deadline (time, date) in its invitation sent to the EMB Bidders.

The EMB Binding Bid Form(s) and adjacent documentation are to be submitted to TAP by email at

[email protected] and at the address as indicated above at Section 5.2.1.

The EMB Binding Bid Form is included in the Annexes section to this Binding Phase Notice.

Following submission of the EMB Binding Bid Form, TAP will re-run the bid ranking procedure and continues to the calculation of the Economic Viability Test and Capacity Allocation, in each case in accordance with Sections E.4 and E.6 of the Project Proposal.

If EVT is positive TAP will proceed to execution of the GTAs in accordance with Section 5.4 below; however, if the EVT yields negative results, TAP may trigger discussions with the Participants under paragraph 3.3.1(d) of TAP Tariff Code and also inform the Authorities. Should this happen, the preliminary capacity allocation period may extend with up to 4 months, as follows (provided that this is an indicative, non-binding estimate): according to Section 4.1.8 of the FJO, in case the EVT is negative, TAP is obliged to demonstrate this situation to the Authorities within one month following the closing date of the market test. If so requested by the Authorities, TAP will provide an opinion by an independent third party. In case such an opinion is requested, the one-month timeline is extended by two months. The Authorities will then decide on the economic viability of the expansion within one month following receipt of TAP’s argumentation / from the receipt of the independent opinion.

5.4 Execution of the Gas Transportation Agreement

If the EVT is positive, TAP will continue the process by executing a Gas Transportation Agreement with the

Participants who have been allocated capacity, as referred to in Section E.7 of the Project Proposal and in the

provisions of the Binding Bid Form or Equal Marginal Bids Form (as relevant).

TAP will proceed to countersigning of the GTA within 30 days from the date of Capacity Allocation, as specified

above at Section 4.

Please note that TAP will only countersign the GTA(s) with the successful Participant provided that such

Participant has submitted the signed Declaration of No-Objection from the Authorities (in the form

provided in the Annexes section of this Binding Phase Notice) to TAP by the deadline for execution of the

11 The revised Bank Guarantee shall be provided by the EMB Bidders who are requesting a larger amount of capacity in the EMB Binding Bid Form than in the initial Binding Bid Form, as per details at Section E.5 of the Project Proposal.


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GTA(s) as set out at Section 4 above. The Declaration of No-Objection represents a prerequisite for the

countersignature and execution of the GTA(s).

Participants may find a template GTA, including the Transportation Confirmation and TAP’s General Terms and

Conditions, which in accordance with Section 5.2.1 above, are required to be signed and submitted as part of the

Binding Bid Form and EMB Binding Bid Form, attached in the Annexes section to this Binding Phase Notice and

at TAP’s Market Test webpage.

6 Tariff methodology and tariffs

The TAP Tariff methodology is specified in the TAP Tariff Code. This Section only highlights the main elements.

Readers are referred to the TAP Tariff Code for a full description.12

The TAP tariff is an amount in EUR/kWh/Gas Day/Gas Year. The breakdown between the Target Revenue

allocated to the Entry Point of Kipi and the Target Revenue allocated to all Exit Points is 50/50. The level of the

exit tariff depends on the distance of each IP from TAP’s Entry Point at Kipoi.

The tariffs that will be used for the purposes of the Economic Viability Test are the tariffs as published on TAP’s

website for calendar year 2021 and reproduced in the table below, including also exit points at Korca and Fier.

The tariffs will be escalated in accordance with TAP’s tariff methodology, assuming projected inflation of 2% per

annum for future periods applying both to costs and as input to the tariff escalation formula, as indicated in Clause

2.1 of the TAP Tariff Code. (Note that this inflation level yields an annual tariff escalation of approximately 0.91%,

excluding the effect of leap years.)

IP

TAP Tariff for Forward Firm Long Term and

Annual Products

EURO / KWh / Day / Year

Entry Kipoi 1.059073

Exit Nea Mesimvria 0.506371

Exit Korca 0.772274

Exit Fier 1.053051

Exit Melendugno 1.219432

The Tariffs have been updated annually from 2016 based on an escalation of the TAP Target Revenue at the start

of each calendar year to protect its real value as calculated under the formula in Clause 2.1 of the TAP Tariff Code.

The escalation is a function of the Euro area HICP13 and of respective consumer price indices of Greece, Italy and

Albania. Tariffs for incremental capacity are determined in accordance with a calculation model developed by

TAP, which is based on a discounted cash flow methodology that calculates the TAP Target Revenue. The

methodology for recalculating TAP Target Revenue and tariffs upon expansion is specified in Clause 3.3.3 of the

TAP Tariff Code.

Following a completed expansion project, TAP will recalculate the revenue from the incremental allocated Binding

Bids at all IPs. Tariffs applicable prior to the Expansion are used as an initial assumption. This interim incremental

TAP Target Revenue is compared with the corresponding incremental life cycle costs for the realization of

12 TAP Tariff Code uploaded here 13 Harmonised Indices of Consumer Prices as defined in the Regulation (EU) 2016/792 of the European Parliament and of the

Council of 11 May 2016.


https://www.tap-ag.com/resource-library/reference-documents/tap-market-test

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incremental capacities. The interim incremental TAP Target Revenue is then iterated until the incremental

expansion revenues and costs achieve the Target IRR by the end of the Expansion Recovery Period. The

obligation for lower or equal tariffs is imposed as a constraint to the TAP Target Revenue calculations. Thus, the

total TAP Target Revenue results in a unit tariff profile lower or equal to the unit tariffs that would apply without

expansion. The methodology reprofiles Target Revenue in case of allocated capacity with a plateau booking level

ending before November 2045, ensuring that there would be no unit tariff increase following the reduction in

aggregate booking level.

Based on the above methodology, post-expansion tariffs in TAP may thus be reduced depending on the extent to

which the EVT is positive and to what extent the actual costs and actual start-up date of the Expansion correspond

to the estimated cost and schedule.

7 Indicative conditions for a positive EVT

The table below provides indicative conditions leading to a positive EVT for TAP. The cases listed below are

meant to enhance the understanding of Participants as to the level of capacities and booking durations that result

in an economically viable expansion for TAP. The table is non-exhaustive as numerous other combinations,

including with different Exit Points, may also result in a positive EVT.

Three cases for each offer level are presented in the table below. The two first cases indicate the breakeven point

(EVT=0) where an expansion is still economically viable for TAP, whereas the third scenario indicates the

maximum indicative tariff reduction from a given expansion threshold, based on the current cost and schedule

assumptions.

Indicative envelope of booking levels and durations enabling a positive Economic Viability Test

Assumed

earliest

start date

Maximum

capacity

booked -

linked entry

Kipoi and

exit

Melendugno

(kWh/day)

Minimum

capacity

booked to

yield

positive

EVT,

assuming

end date

14 Nov

2045

(kWh/day)

Earliest

end date

of

bookings

to yield

positive

EVT,

assuming

maximum

capacity

booked

Approximate

tariff

reduction

from 2027,

assuming

maximum

booking and

maximum

duration

Offer

Level 1

1 Oct

2026 44,842,864 30,800,000 Jul 2035 4%

Offer

Level 2

1 Jan

2027 110,909,704 58,200,000 Nov 2032 13%

Offer

Level 3

1 Jan

2027 204,679,174 80,900,000 < Dec 2031 24%

of 15

Please note that TAP’s CapEx estimates provided in the Project Proposal (section A.2) have been adjusted

downwards as follows:

Offer Level (TAP)

Cost estimate in

Project Proposal

(MEUR)

Revised cost estimate

(MEUR)

Level 1 Limited Expansion 519 388

Level 2 Partial Expansion 965 730

Level 3 Full Expansion 1382 1021

8 Confidentiality and Data Protection

Participants are referred to the Data Protection Information document published on TAP’s Market Test webpage

and attached in the Annexes section of this Binding Phase Notice.

9 Objections and disputes

Participants are allowed to submit in writing a duly reasoned objection arising out of or in connection with the any

decision made by TAP arising out of or in connection with this Binding Phase Notice (an Objection) via email to

TAP at [email protected].

This Binding Phase Notice, the Binding Bidding Phase procedure and all non-contractual obligations arising out of

or in connection with this BPN are governed by English law. If within 20 calendar days of submitting an Objection

to TAP, such Objection has not been settled in writing between the relevant Participant and TAP, then either the

Participant or TAP shall, by written notice to the other, be entitled to submit such Objection to the English courts,

which shall have jurisdiction to finally settle any dispute relating to such Objection.

10 Reservation of Rights

TAP has agreed the rules and processes applicable to the 2019 Market Test as set out in the Project Proposal

with the relevant Authorities and is subject on an ongoing basis to regulatory oversight and control by such

Authorities. TAP reserves the right to:

• amend, suspend or terminate (part or all of) the 2019 Market Test;

• not contract any capacity or to award any GTAs; and/or

• exclude Participants in accordance with the terms of this Binding Phase Notice. and in each case, Participants shall have no further claim or entitlement against TAP and TAP shall have no liability to any Participant, in each case in connection with the exercise by TAP of such rights.


of 15

Annexes

Annex I Registration Form

Annex II Binding Bid Form

Annex III Bank Guarantee template

Annex IV Equal Marginal Bids Binding Bid Form

Annex V GTA template (including Transportation Confirmation and General Terms and Conditions)

Annex VI Capacity Cap Forms for Italy, Greece, and Albania

Annex VII Declaration of No Objection from the Authorities

Annex VIII Confidentiality Agreement

Annex IX Integrity Due Diligence form

Annex X Data Protection Information


Page 1 of 4

ANNEX I

Registration Form to the Binding Phase

of the 2019 Market Test

of


Note to Applicants: Capitalised terms not otherwise defined herein shall have the meanings

given to them in the Binding Phase Notice.

General Information

Company Name

Registered address

Name of Commercial Register of Company (include full address, country and webpage)

Registered Number (if applicable)

Energy Identification Code (EIC)

ACER code (REMIT registration)

VAT Number

Contact person (name):

Position:

Telephone:

Email

Contact address of the Applicant:


Page 2 of 4

Exclusion grounds and checklist enclosed information

The Applicant hereby confirms and guarantees that the following declarations are true

and correct by ticking the boxes below that:

□ No person employed at senior management level in the company of the Applicant or representing that company has been convicted for being a member of a criminal organization or has been convicted for offences of or in connection with fraud, corruption, violation of international sanctions or money laundering. □ It has not been declared bankrupt and is not currently subject to any form of insolvency proceeding. □ The Applicant is not directly or indirectly associated with other Applicants. If “No tick” – please inform TAP of such association(s) and substantiate why and how the Applicant is associated by enclosing a concise description of association. □ The Applicant is not, and is not expected to be involved in any disputes, which may materially and adversely affect the Applicants' possibility of complying with the procedures set out in TAP’s Binding Phase Notice, in the Project Proposal, and in the Gas Transportation Agreement (GTA), if the Applicant is allocated the capacity under the 2019 Market Test. If “No tick” – please provide a description of the dispute to TAP, including an assessment of the result by enclosing a concise description.

The Applicant confirms by ticking the boxes below that:

A proof of power to sign on behalf of the Applicant is included, containing a certified

copy from the relevant company register (where applicable) or power of attorney

signed by legal representative (if necessary).

A document confirming the assignment of a tax identification number for the

purposes of the tax on goods and services to the Applicant operating in a European

Union’s member state, and documents confirming issue of EIC-code, and ACER

code are enclosed. For parties already registered with TAP, this requirement is not

applicable provided that such parties have already submitted these documents, the

documents have been accepted by TAP and there has been no material change in

the content or correctness of such documents.

A Confidentiality Agreement signed by an authorized representative of the

Applicant is enclosed. The Confidentiality Agreement is published on TAP’s Market

Test webpage.

It has duly filled out and signed the Integrity Due Diligence Form. For parties who

have already registered with TAP, this requirement is not applicable unless and

until TAP (in its sole discretion) notify such parties that they are required to re-

submit an Integrity Due Diligence Form.

A Certified copy of the valid articles of association (AoA) of the Applicant is

enclosed. For parties already registered with TAP, this requirement is not

applicable provided that such parties have already submitted these AoA to TAP,

the same AoA have been accepted by TAP and no changes have been made to

the AoA since the last submission.

Audited financial statements for the last 3 completed financial years are enclosed.

The Applicant has read and acknowledges the provisions of the “Data Protection

Information“ document uploaded on TAP’s Market Test webpage.


Page 3 of 4

The Applicant confirms that sanctioned gas will not be introduced into or

transported through any part of the TAP pipeline as this is further detailed in the

GTA template, as published on TAP’s Market Test website.

The Applicant acknowledges its obligation to engage in the Capacity Caps review

assessment with the Authorities and:

a. Submit the information required under the Capacity Caps Form to the

relevant Authorities (ARERA in Italy, RAE in Greece and ERE in Albania)

no later than the end of the Bid Submission Window, as shown at Section

D of the Project Proposal and Section 4 of TAP’s Binding Phase Notice.

b. Provide to TAP the Declaration of No-Objection from the Authorities no

later than the last date for GTA signature, as specified at Section D of the

Project Proposal and Section 4 of TAP’s Binding Phase Notice.

This Registration Form and the mandatory documentation referred to herein are to be submitted

to the email address [email protected] at the latest by the end of registration period as

specified at Section D of the Project Proposal and Section 4 of TAP’s Binding Phase Notice.

The Registration Form and all accompanying documents shall be also sent by post or courier

to TAP no later than the end of registration period (as set out in Section D of the Project

Proposal and Section 4 of TAP’s Binding Phase Notice) to the following address:

Market Test


Lindenstrasse 2

6340 Baar

Switzerland

The evidence of the day of dispatch shall be constituted by the postmark or the date of the

deposit slip to the address indicated above.

It is in TAP’s sole and absolute discretion to accept the submission of relevant documentation

mentioned in the Registration Form beyond the Registration Deadline set out in Section 4 of

the Binding Phase Notice.

By signing this Registration Form, the Applicant:

1. Agrees with and accepts the terms in accordance with which the 2019 Market Test

process takes place as set out in 2019 Market Test Guidelines, in the Project Proposal,

in TAP’s Binding Phase Notice and all supporting documentation. TAP AG may raise

further questions in writing as part of registration processing.

2. Agrees that this document, including all data from the Applicant can be shared by TAP

with TAP’s adjacent TSOs for the (preparing of) allocation of the demand for incremental

capacity at their joint Interconnection Points.

3. By submission of this Registration Form the Applicant confirms its intent to submit a

Binding Bid.

This Registration Form is hereby submitted:

By: _____________________________________

Position: ____________________________________

Company: ________________________________

Telephone Number: ________________________



Page 4 of 4

Fax: _____________________________________

E-mail: ____________________________________

Date: ____________________________________

Signature: ____________________________________

1

ANNEX II

BINDING BID FORM This Binding Bid Form must be completed in the form provided by this template and be signed by the Participant’s authorised representative that submitted the Registration Form or a person for whom a power of attorney has been submitted by the Participant. Failure to complete the template as provided in this annex and sign accordingly may result in the Binding Bid Form being rejected in accordance with section 5.2.3 of the Binding Phase Notice. This Binding Bid Form must be supported (in hard and soft copy) by (i) a Bank Guarantee1 (ii) the other supporting documentation indicated below and at section 5.2.1 of the Binding Phase Notice. Failure to include the required documentation may result in the Binding Bid Form being rejected in accordance with section 5.2.3 of the Binding Phase Notice.

By submitting this Binding Bid Form the Participant acknowledges that it is obliged to send the

information required under the Capacity Caps Form to the relevant Authority (ARERA in Italy, RAE

in Greece and ERE in Albania) in compliance with the provisions of Sections 4.7.3, 4.7.6 and 4.7.9

of the FJO by the end of the Bid Submission Window, as indicated at Section 5.2.2 of the Binding

Phase Notice.

This Binding Bid form may be shared by TAP with all aTSOs of TAP involved in the 2019 Market Test. The Participant requesting capacity at the IPs of Melendugno and Nea Mesimvria must also ensure that they make a valid submission of corresponding Binding Bid Forms and accompanying documentation required by the relevant aTSOs.2 Failure to do so may result in a Binding Bid Form being rejected in accordance with section 5.2.3 of the Binding Phase Notice.

From: [Name of Participant] To: Trans Adriatic Pipeline AG ("TAP") Date: [Date]

We refer to the Binding Phase Notice issued by TAP and dated 17 May 2021 (the "Binding Phase Notice"). This is a Binding Bid Form as referred to in the Binding Phase Notice and is made by way of deed. Unless otherwise defined herein, capitalised terms shall have the meaning given to them in the Binding Phase Notice.

In accordance with the procedures set out in the Binding Phase Notice, we hereby submit an irrevocable and binding offer to enter into a GTA3 in the form appended to the Binding Phase Notice

1 The Bank Guarantee template is provided in the Annexes section of TAP’s Binding Phase Notice. 2 Please find relevant information and documentation on the websites of SRG (link) and DESFA (link) 3 This Binding Bid Form represents an irrevocable and binding offer to enter into a Gas Transportation Agreement in

respect of the capacity amounts indicated herein. This Binding Bid form may, should the situation arise in accordance with the process set out in the Section E.5 of the Project Proposal, be replaced by the subsequent submission of an Equal Marginal Bids form to TAP. Please see procedure on Equal Marginal Bids at Section E.5 of the Project Proposal and Section 5 of the Binding Phase Notice.



2

with TAP in respect of the following capacity product(s) at the applicable Interconnection Points as designated below for requested capacity equal to the following flow rates, expressed in kWh per Gas Day:

Forward Firm Long-Term Capacity in TAP

Entry Point Exit

Point4

Requested

Capacity

in kWh

per Gas

Day

Requested

Start Date

End date Capacity Reduction

Acceptable

[If the Particpant

inserts Entry and

Exit point in these

first two columns,

the bid will

automatically be

considered a

linked bid by

TAP. Should the

Participant

request non-

linked bids, the

Participant

should fill out

separate Binding

Bid forms per

Entry/Exit]

[Capacity] [insert date

of capacity

request – in

case date is

beyond E-

COD as

published

in the

Project

Proposal]

[Insert end

date only if

different

from the

20th

anniversar

y of the E-

COD as

published

in the

Project

Proposal]

[Y/N] [Delete as

appropriate. If yes,

please set out

maximum reduction

acceptable]

We acknowledge and agree to the procedure for allocating requested capacity in, and the terms and conditions to which our Binding Bid Form is subject as per the provisions of the Project Proposal and Binding Phase Notice.

We further acknowledge and agree that if it is indicated above that we would accept reduced capacity, TAP may propose that we amend our offer to enter into a GTA so that it is in respect of a lower requested capacity than the amount set out above (a "Counterproposal"). If TAP gives us notice of a Counterproposal in respect of a specified lower requested capacity within the range of reduced capacity indicated above, if any, we must accept that Counterproposal. Upon accepting such Counterproposal the offer contained in this Binding Bid Form will be deemed to be amended and TAP may accept the offer to sign a GTA, in accordance with the procedure for accepting our offer set out below, in respect of such lower requested capacity as is specified in that Counterproposal. We agree that a Counterproposal made by TAP will only take effect as an amendment to our offer in this Binding Bid Form and will not be treated as an offer by TAP to enter into the GTA. We attach two signed copies of a Transportation Confirmation in the form published by TAP and two initialled copies of TAP's General Terms and Conditions dated 17 May 2021, which together with their relevant annexes and schedules and the Network Code will (in accordance with the defined term “GTA in the Transportation Confirmation) form the GTA referred to in this Binding Bid Form.

4 The Participant is obliged to submit a Bid to the relevant adjacent TSO of TAP indicating the identical amount of capacity

requested.

3

If TAP wishes to accept the offer set out in this Binding Bid, TAP should:

• complete the Annex to each of the attached Transportation Confirmations (such Annex to be consistent with the capacity requested in this Binding Bid or such lower capacity as may be accepted by us in respect of a Counterproposal);

• countersign each of the completed Transportation Confirmations;

• initial each of the attached General Terms and Conditions; and

• return one signed Transportation Confirmation and one initialled copy of the General Terms and Conditions to us.

We agree that we will be unconditionally bound by the GTA upon TAP accepting our offer in accordance with the preceding paragraph. We agree that the offer in this Binding Bid Form may not be withdrawn, amended or supplemented by us before its expiry, except (i) (if we have indicated that we would accept a reduction in requested capacity or unbundled capacity) in the event of a Counterproposal from TAP or (ii) if TAP notify us that E-COD will actually take place more than 12 months later than the E-COD estimated at the start of the Binding Phase. Without prejudice to the foregoing, we acknowledge that if the Conditions Precedent to the effectiveness of the GTA are not met or waived by a longstop date falling 15 months after the entry into of the GTA, TAP will close the Incremental Capacity Project and void the GTAs. We acknowledge that TAP may accept or reject our offer at its sole discretion and we agree that TAP will have no liability to us, and we irrevocably waive any right to claim against TAP, if it rejects the offer set out in this Binding Bid Form. We acknowledge and agree that it is our sole responsibility to satisfy and obtain any necessary regulatory compliance we require in respect of this Binding Bid Form and the GTA. This Binding Bid Form and any non-contractual obligations arising out of or in connection with it are governed by English law. The English courts have jurisdiction to settle any dispute arising out of or in connection with this Binding Bid Form. This Binding Bid Form has been executed and delivered as a deed on the date first written above.

EXECUTED as a DEED by in the presence of:

[PARTICIPANT] Signature of witness:

acting by

[Authorised Signatory] Name, address, and occupation of

witness (block letters): acting under the authority of that company

0086072-0000001 UKO1: 2003356097.2 1

ANNEX III

FORM OF BANK GUARANTEE

[On the letterhead of the Bank]

To: Trans Adriatic Pipeline AG Date: [ ] 202[ ]

Lindenstrasse 2,

6340 Baar,

Switzerland

Dear [ ],

[EMB Binding Bid Form]/[Binding Bid Form] [delete as appropriate] in relation to certain Incremental

Capacity Project for the Trans Adriatic Pipeline Project dated [l]

1. You have received a [EMB Binding Bid Form]/[Binding Bid Form] [delete as appropriate] from [l]

(the Participant) requesting capacity in relation to TAP’s Binding Phase Notice issued by you dated

17 May 2021 (the Binding Phase Notice) in connection with the Expansion Project for the Trans

Adriatic Pipeline Project. Capitalised terms in this guarantee have the same meaning that they have

in the Binding Phase Notice.

2. The Binding Phase Notice contains an obligation on the part of the Participant to provide a bank

guarantee (Bank Guarantee) in the amount of €[l] (the Maximum Amount) until the earlier of:

(a) you notify us in writing that the Incremental Capacity Project is terminated;

(b) you notify us in writing that the Participant has not been allocated capacity under the

Incremental Capacity Project;

(c) you notify us in writing that the gas transportation agreement to be entered into with the

Participant (the GTA), if successful in its bid, becomes fully effective in accordance with its

terms; or

(d) 31 December 2022

(such date being the Expiry Date).

3. We, [ Bank], irrevocably and unconditionally undertake to you that, forthwith and whenever you

give notice to us stating that in your sole and absolute judgment the Bidder has failed to observe or

perform any of the terms, conditions or provisions of the Binding Phase Notice on its part to be

observed or performed, we will, notwithstanding any objection which may be made by the Bidder and

without any right of set-off or counterclaim, immediately pay to you or as you may direct an amount

as you may in that notice require provided that the amounts payable under the Bank Guarantee shall

not (when aggregated with any amount(s) previously paid) exceed the Maximum Amount.

4. This Bank Guarantee is valid from the date of this letter for the full amount payable under the Bank

Guarantee from time to time and continues to be fully valid until the occurrence of the Expiry Date.

Our obligations under this Bank Guarantee to make payment in respect of any notice issued to us on

or before the Expiry Date shall not be affected or discharged by the occurrence of the Expiry Date. At

the Expiry Date, the Bank Guarantee will (without prejudice to any written demands made before or

on that date) automatically become null and void whether returned to us or not.

0086072-0000001 UKO1: 2003356097.2 2

5. Any payment(s) by us in accordance with this Bank Guarantee will be in immediately available and

freely transferable Euros, free and clear of and without any deduction for or on account of any present

or future taxes, levies, imposts, duties, charges, fees, set off, counterclaims, deductions or withholdings

of any nature whatsoever and by whomsoever imposed.

6. You may make multiple demands under the Bank Guarantee up the Maximum Amount.

7. Our obligations under this Bank Guarantee constitute direct primary, irrevocable and unconditional

obligations. Our obligations will not require any previous notice to or claim against the Bidder and

will not be discharged or otherwise prejudiced or adversely affected by any time, indulgence or

forbearance which you may grant to the Bidder; any amendment, modification or extension which

may be made to the Binding Phase Notice; any intermediate payment or other satisfaction made by us;

any change in the constitution or organisation of the Bidder; or any other matter or thing which in the

absence of this provision would or might have that effect, except a discharge or amendment expressly

made or agreed to by you in writing.

8. In this clause the following definitions shall apply –

“Sanctions Laws and Regulations” means:

any present or future economic, financial or trade sanctions laws, regulations, embargoes or restrictive

measures administered, enacted or enforced by any Sanctions Authority, to the extent that such

sanctions, trade embargoes or restrictive measures are applicable to the business, dealings and

activities of any proposed assignee.

“Sanctions Authority” means:

(a) the United States government;

(b) the United Nations;

(c) the European Union (or any of its member states including, without limitation, the Republic

of Italy); and

(d) the respective governmental institutions and agencies of any of the foregoing, including

without limitation, the Office of Foreign Assets Control of the US Department of Treasury

(“OFAC”), the United States Department of State, the United States Department of Commerce

and Her Majesty’s Treasury.

“Sanctions Restricted Person” means a person:

(e) that is, or that is owned or controlled by, any person or entity on any list (each as amended,

supplemented or substituted from time to time) of restricted entities, persons or

organizations (or equivalent) published by a Sanctions Authority, including but not limited to:

(i) the Specially Designated Nationals and Blocked Persons List issued by OFAC, or the

US Government’s Denied Persons List, Entities List, Debarred Parties List and

Terrorism Exclusion List;

(ii) the Consolidated List of Financial Sanctions Targets and Investment Ban List

maintained by Her Majesty’s Treasury;

(iii) the European Union Restricted Person Lists issued pursuant to Council Regulation

(EC) No. 881/2002 of 27 May 2002, Council regulation (EC) No. 2580/2001 of 27

December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005;

0086072-0000001 UKO1: 2003356097.2 3

(iv) the United Nations Consolidated List established and maintained by the 1267

Committee; and

(v) any other person or entity that because of its domicile, ownership or activities is

targeted under Sanctions Laws and Regulations.

(f) located in or organised under the laws of, or the government of any jurisdiction targeted by

country or territory-wide Sanctions Laws and Regulations (being, at the date of this Bank

Guarantee, Iran, Sudan, Syria, North Korea, Crimea, and Cuba) after the date of this Bank

Guarantee, or a person that is otherwise the target of Sanctions Laws and Regulations; or

(g) with which we are prohibited from dealing with or otherwise engaging in any transaction

pursuant to any Sanctions Laws and Regulations.

Your rights, title and interests under this Bank Guarantee may be assigned by you to any financial

institution, including any export credit agency, political risk insurer or hedging counterparty (or any

security trustee or security agent acting on behalf of any such financial institution) providing any form

of financial accommodation for the purposes of the Trans Adriatic Pipeline Project (or part thereof)

(Lenders) provided that:

(h) such Lenders are not a Sanctions Restricted Person; and

(i) you notify us in writing of that assignment.

Following receipt of a notice of assignment in accordance with the foregoing, we undertake to make

any payment claimed under this Bank Guarantee to the Lenders specified in the notice, which is to

constitute a full and valid discharge by us in relation to that payment. We agree that security interests

can be created over this Bank Guarantee in favour of the Lenders. Except for an assignment made in

accordance with this paragraph, you shall not otherwise be entitled to assign or transfer any of your

rights, title or interests in this Bank Guarantee without our prior written consent, which we shall not

unreasonably withhold.

9. Any notice issued by you under this Bank Guarantee must be submitted by hand, registered post or

recorded delivery. Any notice issued in relation to this Bank Guarantee is deemed to be duly given:

(j) when delivered (in the case of delivery by hand); or

(k) 96 hours after being despatched by prepaid registered post or recorded delivery (in the case of

letter).

In proving service of a notice, it shall be sufficient to prove that delivery was made or that the envelope

containing the notice was properly addressed and posted by registered post or as a prepaid recorded

delivery. Any demand made in accordance with this Clause 9 shall be accepted by us as conclusive

evidence that the amount claimed is due to you under this Bank Guarantee.

10. The Bank will reimburse you for all legal and other costs you incur in connection with the enforcement

of this Bank Guarantee. All sums payable by us to you pursuant to this Clause 10 shall not be regarded

as part of the Maximum Amount and shall be payable in addition thereto.

11. This Bank Guarantee and any non-contractual obligations under or in connection with it are governed

by and construed in accordance with the laws of England and we agree to submit to the exclusive

jurisdiction of the courts of England.

12. This Bank Guarantee is executed by us as a deed.

0086072-0000001 UKO1: 2003356097.2 4

IN WITNESS of which the [ Bank] has duly executed this Bank Guarantee as a deed on the date stated

above.

SIGNED by XXXXXXXXX [as attorney

for XXXXXXXXXXXXXXX under power

of attorney dated XX XX XX] in the

presence of:

......................................................................

Signature of witness

......................................................................

Name of witness (block letters)

......................................................................

Address of witness

......................................................................

Occupation of witness

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

.......................................................................

[By signing this deed the attorney states that

the attorney has received no notice of

revocation of the power of attorney.]

Address for notices

[ ]

1

ANNEX IV

BINDING BID FORM FOR THE EQUAL MARGINAL BID PROCESS

(“EMB BINDING BID FORM”) This form (the EMB Binding Bid Form) must be completed by a Participant in order to submit bids for marginal capacity in accordance with Section 5.3 of the Binding Phase Notice.

This EMB Binding Bid Form must be completed in the form provided by this template and be signed

by the Participant’s authorised representative that submitted the Registration Form, the Binding Bid

Form or someone for whom a power of attorney has been submitted by the Participant. This EMB

Binding Bid Form must be accompanied by (i) a revised Bank Guarantee, if required under the terms

of Section 5.3 of the Binding Phase Notice1 and (ii) other supporting documentation as indicated

below in this EMB Binding Bid Form. Failure to complete and sign the template as provided in this annex and submit the required supporting documentation may result in the EMB Binding Bid Form being rejected in accordance with section 5.2.3 of the Binding Phase Notice. TAP shall inform the adjacent TSOs of the result of the Equal Marginal Bids process set out under Section 5.3 of the Binding Phase Notice, following receipt by TAP of this EMB Binding Bid Form.

From: [Name of Participant] To: Trans Adriatic Pipeline AG ("TAP") Date: [Date]

We refer to the Binding Phase Notice issued by TAP and dated 17 May 2021 (the "Binding Phase Notice"). This is an EMB Binding Bid Form specific to the Equal Marginal Bid process as referred to in Section 5.3 of the Binding Phase Notice. It is made by way of deed. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in TAP’s Binding Phase Notice.

In accordance with the Equal Marginal Bids process set out in Section 5.3 of the Binding Phase Notice, we hereby submit an irrevocable and binding offer to enter into a GTA in the form appended to the Binding Phase Notice with TAP in respect of the following capacity product(s) at the applicable Interconnection Points as designated on the next page for requested capacity equal to the following flow rates, expressed in kWh per Gas Day:

1 The Bank Guarantee template is provided as Annex III to the Binding Phase Notice. The revised Bank Guarantee shall

be provided by the EMB Bidders who are requesting a larger amount of capacity in the EMB Binding Bid Form than in the initial Binding Bid Form, as per details provided at Section 5.3 of the Binding Phase Notice.

2

Forward Firm Long-Term Capacity in TAP

Bid number

Entry Point

Exit Point2 Requested Capacity in kWh per Gas Day3

Auction Premium Entry Point [€/kWh/d/y]

Auction Premium Exit Point [€/kWh/d/y]

Requested Start Date

End date Capacity Reduction Acceptable

Delinking of bids acceptable

TAP to fill in

TAP to fill in

[The sum of all bids submitted with this form should equal at least equal the capacity of the original bid]

[successful Participants shall be paying to TAP and aTSOs the sum of the TAP tariff, the tariff of aTSOs and the auction premium]

[insert date of capacity request – in case date is beyond E-COD as published in the Project Proposal]

Insert end date only if different from the 20th anniversary of the E-COD as published in the Project Proposal]

[Y/N] [Delete as appropriate. If yes, please set out maximum reduction acceptable]

[In case of congestion, TAP may need to delink

the bid and allocate different levels of

capacity at each IP. Please indicate if you

accept that TAP delinks the bid in case of

congestion If yes, please set out maximum capacity that you would accept to be allocated as de-linked for each IP]

1 , [Y/N], capacity

2 [Y/N], capacity

3 [Y/N], capacity

2 The Participant must also submit a marginal capacity bid to the relevant adjacent TSO of TAP indicating the identical amount of capacity requested. 3 This quantity can be a maximum of the of the capacity available in the auction and down to a minimum of the capacity requested in the original bid, if lower.

3

We acknowledge and agree to the Equal Marginal Bids process and the terms and conditions to which our EMB Binding Bid Form is subject to under, the Binding Phase Notice.

We further acknowledge and agree that if it is indicated above that we would accept reduced capacity, TAP may propose that we amend our offer to enter into a GTA so that it is in respect of a lower requested capacity than the amount set out above (a "Counterproposal"). If TAP gives us notice of a Counterproposal in respect of a specified lower requested capacity within the range of reduced capacity indicated above, if any, we must accept that Counterproposal. Upon accepting such Counterproposal the offer contained in this EMB Binding Bid Form will be deemed to be amended and TAP may accept the offer to sign a GTA, in accordance with the procedure for accepting our offer set out below, in respect of such lower requested capacity as is specified in that Counterproposal. We agree that a Counterproposal made by TAP will only take effect as an amendment to our offer in this EMB Binding Bid Form and will not be treated as an offer by TAP to enter into the GTA. We attach two signed copies of a Transportation Confirmation in the form published by TAP and two initialled copies of TAP's General Terms and Conditions dated 17 May 2021, which together with their relevant annexes and schedules and the Network Code will (in accordance with the defined term “GTA in the Transportation Confirmation) form the GTA referred to in this EMB Binding Bid Form. If TAP wishes to accept the offer set out in this EMB Binding Bid Form, TAP should:

• complete the Annex to each of the attached Transportation Confirmations (such Annex to be consistent with the capacity requested in this EMB Binding Bid Form or such lower capacity as may be accepted by us in respect of a Counterproposal);

• countersign each of the completed Transportation Confirmations;

• initial each of the attached General Terms and Conditions; and

• return one signed Transportation Confirmation and one initialled copy of the General Terms and Conditions to us.

We agree that we will be unconditionally bound by the GTA upon TAP accepting our offer in accordance with the preceding paragraph. We agree that the offer in this EMB Binding Bid Form may not be withdrawn, amended or supplemented by us before its expiry, except (i) (if we have indicated that we would accept a reduction in requested capacity) in the event of a Counterproposal from TAP or (ii) if TAP notify us that E-COD will actually take place more than 12 months later than the E-COD estimated at the start of the Binding Phase. Without prejudice to the foregoing, we acknowledge that if the Conditions Precedent to the effectiveness of the GTA are not met or waived by a longstop date falling 15 months after the entry into of the GTA, TAP will close the Incremental Capacity Project and void the GTAs. We acknowledge that TAP may accept or reject our offer at its sole discretion and we agree that TAP will have no liability to us, and we irrevocably waive any right to claim against TAP, if it rejects the offer set out in this EMB Binding Bid Form. We acknowledge and agree that it is our sole responsibility to satisfy and obtain any necessary regulatory compliance we require in respect of this EMB Binding Bid Form and the GTA. This EMB Binding Bid Form and any non-contractual obligations arising out of or in connection with it are governed by English law.

4

The English courts have jurisdiction to settle any dispute arising out of or in connection with this EMB Binding Bid Form. This EMB Binding Bid Form has been executed and delivered as a deed on the date first written above.

EXECUTED as a DEED by

[PARTICIPANT] in the presence of:

acting by Signature of witness:

[Authorised Signatory]

acting under the authority of that

company

Name, address, and occupation of

witness (block letters):

0086072-0000001 UKO1: 693123396.9

17 MAY 2021

ANNEX V

TRANSPORTATION CONFIRMATION

[DATE]

Between

TRANS ADRIATIC PIPELINE AG

and

[SHIPPER]

0086072-0000001 UKO1: 693123396.9 1

THIS TRANSPORTATION CONFIRMATION (this Agreement) is made as of between Trans

Adriatic Pipeline AG, a company existing under the Laws of Switzerland having its registered office at

Lindenstrasse 2, 6340 Baar, Switzerland (the Transporter) and [shipper] (the Shipper), and is premised on

the following facts:

(A) the Transporter operates, maintains and owns the TAP Transportation System and intends to construct

and make available Expansion Capacity within that system;

(B) the Shipper wishes to have Natural Gas transported by the Transporter through the TAP Transportation

System by utilising a portion of that Expansion Capacity; and

(C) the Transporter wishes to transport Natural Gas for the Shipper through the TAP Transportation

System.

THEREFORE, the Parties agree as follows:

1. DEFINITIONS

Unless the context suggests otherwise, (a) the capitalised and bolded words set out below shall have

the corresponding meaning in this Agreement; and (b) any capitalised terms used but not defined in

this Agreement will have the meanings given to them in the General Terms and Conditions, including

where defined by reference to the Network Code (each as defined below).

Gas Transportation Agreement means the agreement formed of:

(a) this Agreement;

(b) the Schedules and Annex to this Agreement;

(c) the General Terms and Conditions (but, in respect of the schedules to the General Terms and

Conditions, only to the extent specified in Clause 2.2 of this Agreement); and

(d) the Network Code.

General Terms and Conditions means the "General Terms and Conditions for the Transportation of

Gas" issued by the Transporter and dated 17 May 2021.

Network Code means the network code issued by the Transporter which contains the rules and

procedures for the operation of the TAP Transportation System.

Special Conditions means those provisions set out in Clause 3 of this Agreement.

2. INCORPORATION OF GENERAL TERMS AND CONDITIONS

2.1 Scope

The purpose of this Gas Transportation Agreement is to establish the respective rights and obligations

of the Parties concerning the provision by the Transporter to the Shipper of Transportation Services

during the Transportation Period.

2.2 Incorporation of General Terms and Conditions

(a) The General Terms and Conditions form part of this Gas Transportation Agreement and will have

effect between the Transporter and the Shipper.

0086072-0000001 UKO1: 693123396.9 2

(b) Under this Gas Transportation Agreement the Transporter has agreed to provide the Shipper with

Forward Firm Long Term Capacity, and, as such, the provisions of the following schedules (but no

other schedules) of the General Terms and Conditions are applicable to this Gas Transportation

Agreement:

(i) Schedule GTC 1; and

(ii) Schedule GTC 5.

(c) The Network Code will form part of this Gas Transportation Agreement and the Transporter and the

Shipper agree to comply with their respective obligations under the Network Code.

3. SPECIAL CONDITIONS

3.1 Reserved Capacity at Entry Points and Exit Points

The Reserved Capacity allocated by the Transporter to the Shipper at each relevant Interconnection

Point (to be specified as an Entry Point or Exit Point) under this Gas Transportation Agreement is the

amount (in kWh per Gas Day) set out in the Annex to this Agreement from time to time.

3.2 Notices

For the purposes of the notice provisions set out in the General Terms and Conditions (and subject to

Article 22.3 of the General Terms and Conditions), the contact details of the Shipper are those

submitted with its Registration Form (as may have been subsequently updated) and the contact details

of the Transporter are as follows:

Transporter

Name: Trans Adriatic Pipeline AG

Address: Lindenstrasse 2, 6340 Baar,

Switzerland

E-mail: [email protected]

Facsimile: +41 417 473 401

Attention: Head of Commercial

3.3 Anti-Bribery and Corruption Measures and Conditions Precedent and Commencement

Each of the Schedules to this Agreement will be deemed to be incorporated into this Agreement as

though it had been set out in the main body of this Agreement.

3.4 Counterparts

This Agreement may be signed in any number of counterparts and each counterpart shall be deemed

an original agreement for all purposes; provided that no Party shall be bound to this Agreement unless

and until all Parties have executed a counterpart.

3.5 Applicable Law

This Gas Transportation Agreement and any non-contractual obligations arising out of or in connection

with it shall be governed by, and shall be interpreted and construed in accordance with, English law

0086072-0000001 UKO1: 693123396.9 3

excluding the 1980 Convention on Contracts for the International Sale of Goods (the Vienna

Convention). The Contract (Rights of Third Parties) Act 1999 shall be expressly excluded from this

Gas Transportation Agreement and no term of this Gas Transportation Agreement may be enforced

under such act by a Person who is not a Party to this Gas Transportation Agreement.

IN WITNESS of their agreement each Party has caused its duly authorised Representative to sign this

instrument as of the Signing Date.

0086072-0000001 UKO1: 693123396.9 4

SCHEDULE 1

ANTI-BRIBERY AND CORRUPTION MEASURES

1. Definitions

In this Schedule 1:

Code of Conduct means the Transporter's "Code of Conduct" policy available at https://www.tap-

ag.com, as may be revised by the Transporter from time to time.

Prohibited Conduct means any one or more of the following actions:

(a) the offering, giving, receiving or soliciting, directly or indirectly, anything of value to

influence improperly the actions of another person;

(b) any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or

attempts to mislead, a person to obtain a financial or other benefit or to avoid an obligation;

(c) impairing or harming, or threatening to impair or harm, directly or indirectly, any person or

the property of any person to influence improperly the actions of a person;

(d) entering into an arrangement with one or more other persons designed to achieve an improper

purpose, including influencing improperly the actions of another person;

(e) deliberately destroying, falsifying, altering or concealing evidence which is material to an

investigation, or threatening, harassing or intimidating any person to prevent it from disclosing

its knowledge of matters relevant to an investigation or from pursuing an investigation; or

(f) engaging in or facilitating Money Laundering or Terrorist Financing, each as defined in

Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005.

2. Compliance with Italian Legislative Decree no. 231/01

(a) The Shipper represents and warrants to the Transporter that it is aware of:

(i) the anti-corruption principles stated in international conventions and Italian legislation; and

(ii) the provisions of the Italian Legislative Decree no. 231/01

(the Legislation on Company Liability).

(b) The Shipper is aware of the fundamental and essential importance that the Transporter reserves to the

Legislation on Company Liability and the Shipper confirms that it has reviewed and is aware of the

content of the Organisation, Management and Control model in compliance with Italian Legislative

Decree no. 231/01 (Model 231) adopted by the Transporter (which is available on the Transporter's

website).

(c) The Shipper shall keep the Transporter promptly informed on an on-going basis as to the initiation,

progress and disposition of any investigations or proceedings relating to any matter connected to the

Shipper's compliance with any anti-bribery or anti-corruption requirement, any Prohibited Conduct or

any crimes under Legislative Decree no. 231/01, in respect of this Gas Transportation Agreement, or

in respect of any act or omission by the Shipper or, to the best of its knowledge, by any person engaged

by it in connection with this Gas Transportation Agreement, including its personnel, Affiliates,

https://www.tap-ag.com/

https://www.tap-ag.com/

0086072-0000001 UKO1: 693123396.9 5

directors, officers, employees, agents, joint venture partners or representatives, that may constitute a

breach of the Model 231. Any such reports shall be reported to [email protected].

3. General

(a) The Shipper shall display a strong and clear commitment to doing business in a clear, transparent and

ethical manner and shall demonstrate that commitment through its day to day performance of this Gas

Transportation Agreement.

(b) The Shipper acknowledges that it has reviewed a copy of the Transporter's Code of Conduct. The

Transporter may from time to time provide the Shipper with revised versions of the Code of Conduct.

(c) The Shipper recognises that the failure to comply with its obligations in this Schedule 1 or a

misrepresentation made in this Schedule 1 will constitute a material breach of this Gas Transportation

Agreement and shall entitle the Transporter to terminate this Gas Transportation Agreement in

accordance with the relevant schedule to the General Terms and Conditions.

4. Internal control system

The Shipper warrants that it has in place a system of internal controls to prevent any Prohibited

Conduct from occurring in connection with this Gas Transportation Agreement, to detect any

Prohibited Conduct which has occurred and to ensure the correct recording of financial and other

information concerning its operations and/or activities in connection with this Gas Transportation

Agreement. The Transporter shall be entitled to rely on the adequacy and effectiveness of the Shipper's

internal control framework.

5. Shipper fully responsible

The Transporter shall in no circumstances be:

(a) responsible in any way for ensuring that the Shipper complies with this Schedule 1 and

applicable Law; or

(b) liable for, or in connection with, any anti-bribery or anti-corruption requirements specified in

this Gas Transportation Agreement or under applicable Law or any consequences of any non-

compliance with those requirements.

6. Representations, warranties and covenants

The Shipper represents, warrants and covenants on an on-going and unlimited basis:

(a) neither it nor anyone engaged by it in connection with this Gas Transportation Agreement,

including any of its personnel, Affiliates, directors, officers, employees, agents, joint venture

partners or representatives has (i) violated nor is in violation of any provision of the US

Foreign Corrupt Practices Act 1977 or the UK Bribery Act 2010; or (ii) violated nor is in

violation of any applicable anti-bribery or anti-corruption law or regulation enacted in any

applicable jurisdiction, whether in connection with or arising from the OECD Convention

Combating Bribery of Foreign Public Officials in International Business Transactions or

otherwise; or (iii) engaged or is engaged in any Prohibited Conduct, in each case in connection

with this Gas Transportation Agreement or any other transaction involving the Transporter;

and

(b) it shall comply, and shall cause its personnel, Affiliates, directors, officers, employees, agents,

joint venture partners and representatives to comply, with the provisions of (i) the US Foreign


0086072-0000001 UKO1: 693123396.9 6

Corrupt Practices Act of 1977 and the UK Bribery Act 2010; and (ii) all applicable laws

regarding bribery of public officials and other persons or otherwise concerning any Prohibited

Conduct.

0086072-0000001 UKO1: 693123396.9 7

SCHEDULE 2

CONDITION PRECEDENT AND COMMENCEMENT

1. DEFINITIONS

Condition Precedent has the meaning given to it in Clause 3 of this Schedule 2.

Condition Precedent Longstop Date means the date falling 15 months after the Signing Date.

Credit Support Longstop Date means the date falling 30 days after the Revised Estimated Operation

Date Notification.

Daily Liquidated Damages means the liquidated damages to be paid by the Transporter in respect of

delay in the commencement of provision of Transportation Services as calculated in accordance with

Clause 5 of this Schedule 2.

Expansion Operation Date means the date on which the Transporter is first able to make the Relevant

Expansion Capacity available to Registered Parties for Nominations.

FEED means the front-end engineering and design study for the Relevant Expansion Capacity, to be

undertaken after the Signing Date.

Immediate Effective Provisions means:

(a) Clause 3 (Condition Precedent) of this Schedule 2;

(b) Articles 1 (Definitions and Interpretation), 20 (Governing Law and Dispute Resolution), 21

(Confidentiality), 22 (Notices), 23 (General) and 24 (Network Code) of the General Terms

and Conditions; and

(c) Clauses 2 (Financial Obligations) and 5 (Transfers and Assignment) of Schedule GTC 1 of

the General Terms and Conditions.

Original Estimated Start Date means the later of (a) the calendar date specified in the Annex under

the heading "Start Date" and (b) [insert Transporters initial estimate of Expansion Operation Date

based on scope of expansion]1.

Relevant Expansion Capacity means the Expansion Capacity which the Transporter will construct,

if the Condition Precedent remains satisfied, as a result of the Market Test pursuant to which this Gas

Transportation Agreement was executed.

Revised Estimated Operation Date has the meaning given to it in Clause 2 of this Schedule 2.

Revised Estimated Operation Date Notification means the notification of the Revised Estimated

Operation Date in accordance with Clause 2 of this Schedule 2.

Start Date means the date determined in accordance with Clause 4 of this Schedule 2.

1 This will be 1 October 2026 at the earliest for a limited expansion.

0086072-0000001 UKO1: 693123396.9 8

2. REVISED ESTIMATED OPERATION DATE

(a) By no later than 60 days before the Condition Precedent Longstop Date, the Transporter will provide

the Shipper with a revised estimate of the Expansion Operation Date (the Revised Estimated

Operation Date) taking into account the detailed time estimates generated by the FEED, the

Transporter's expectations in relation to the timing of obtaining any outstanding Approvals and any

other relevant developments occurring between the Signing Date and the date of that notice.

(b) If the Revised Estimated Operation Date falls more than 12 months after the Original Estimated Start

Date then the Shipper may, at any time until the Credit Support Longstop Date, give written notice to

the Transporter that this Gas Transportation Agreement will terminate with immediate effect. On and

from the day immediately following the Credit Support Longstop Date the Shipper will have no further

rights to terminate this Gas Transportation Agreement due solely to further delays to the estimated

Start Date.

3. CONDITION PRECEDENT

(a) The provisions of this Gas Transportation Agreement (except for the Immediate Effective Provisions

each of which comes into effect on the Signing Date) are subject to the condition that at all times

before the Condition Precedent Longstop Date, the Economic Viability Test still yields a positive

result, where that test has been updated based on:

(i) the most up-to-date detailed cost estimates generated by the FEED and the most recent

Revised Estimated Operation Date; and

(ii) Expansion Capacity Bookings in respect of Relevant Expansion Capacity made under gas

transportation agreements entered into with the Transporter which are still in effect at that

time,

(the Condition Precedent).

(b) The Transporter shall promptly notify the Shipper in writing if the Condition Precedent ceases to be

satisfied at any time before the Condition Precedent Longstop Date.

4. START DATE

(a) Following delivery of the Revised Estimated Operation Date Notification, the Transporter must

provide the Shipper with an updated estimate of the Expansion Operation Date:

(i) if any event occurs which might reasonably be expected to materially change the most recent

estimate of the Expansion Operation Date provided under this Schedule 2; and

(ii) no later than twelve months after the date of the most recent estimate,

provided that any estimated Expansion Operation Date may only fall less than six months after the

date the applicable estimate is provided if such estimate is later than the most recent estimate.

(b) The Start Date for the purpose of this Gas Transportation Agreement will be the later of (i) the calendar

date specified in the Annex under the heading "Start Date" and (ii) the final estimate of the Expansion

Operation Date notified under paragraph (a) above.

0086072-0000001 UKO1: 693123396.9 9

5. DAILY LIQUIDATED DAMAGES

(a) If the Start Date has not occurred by the date falling 12 months after the later of the Original Estimated

Start Date and the Revised Estimated Operation Date, then unless:

(i) such delay was caused by a Force Majeure Event; or

(ii) such delay was caused by an act or omission of the Shipper,

the Transporter will pay liquidated damages to the Shipper for each Day until the Start Date occurs,

for so long as this Gas Transportation Agreement is in full force and effect in the following amount

per Day:

Daily Liquidated Damages = 𝑀𝐶 × 12

350× 0.01

where MC is the Monthly Charge calculated in accordance with the General Terms and Conditions

using the then applicable Tariff.

(b) Daily Liquidated Damages will be invoiced by the Shipper to the Transporter and paid by the

Transporter in accordance with the payment provisions in the General Terms and Conditions.

Notwithstanding anything to the contrary in the General Terms and Conditions, the Parties agree that

Daily Liquidated Damages do not constitute Excluded Loss and are not subject to the limitation of

liability in Article 17.1.1 or 17.1.2 of the General Terms and Conditions.

6. TERMINATION RIGHTS

(a) If the Start Date has not occurred by the date falling thirty-six (36) months after the Revised Estimated

Operation Date then either Party may give written notice to the other Party that this Gas Transportation

Agreement will terminate with immediate effect.

(b) If:

(i) the Shipper has not satisfied the Credit Support Criteria; or

(ii) in respect of any Bundled Capacity under this Gas Transportation Agreement, the Transporter

has not received notice from the applicable Adjacent TSO that the Shipper’s corresponding

capacity booking in the applicable Interconnected System is unconditional (other than in

respect of any condition relating to the unconditionality of this Gas Transportation

Agreement),

in each case by the Credit Support Longstop Date, then the Transporter may, at any time before the

Condition Precedent Longstop Date, give written notice to the Shipper that this Gas Transportation


(c) If the Condition Precedent ceases to be satisfied at any time before the Condition Precedent Longstop

Date, then the Transporter may give written notice to the Shipper that this Gas Transportation


(d) On termination of this Gas Transportation Agreement under this Clause 6, the Parties shall be

discharged from any further obligations or liabilities under this Gas Transportation Agreement,

without prejudice to any rights, obligations, or liabilities that have accrued up to the date of

termination.

0086072-0000001 UKO1: 693123396.9 10

ANNEX

Subject to the provisions of this Gas Transportation Agreement, the Transporter shall make available to

Shipper for transportation of Natural Gas, at the applicable Entry Point(s) and Exit Point(s) as designated

below, a Reserved Capacity equal to the following maximum flow rates, expressed in kWh per Gas Day:

Interconnection

Point

Type Reserved

Capacity in

kWh per Gas

Day

Capacity

Product

Start Date End Date

[Entry/Exit] Forward Firm

Long Term

Capacity

[insert start

date requested

in the bidding

form] or if later

the date

determined

pursuant to

Clause 4 of

Schedule 2

[insert end date

requested in

the bidding

form]

0086072-0000001 UKO1: 693123396.9 11

SIGNATORIES

Transporter


By: __________________________

By: __________________________

Shipper

By: __________________________


17 MAY 2021

GENERAL TERMS AND CONDITIONS FOR THE TRANSPORTATION OF GAS

in respect of Expansion Capacity

TABLE OF CONTENTS

Article Page

1. Definitions and Interpretation .................................................................................................... 1 2. Scope and Reserved Capacity .................................................................................................... 7 3. Warranties and Covenants ......................................................................................................... 8 4. Term ......................................................................................................................................... 11 5. Transporter's Obligations ......................................................................................................... 12 6. Credit Support .......................................................................................................................... 12 7. Fuel Gas, UFG and Electric Power.......................................................................................... 12 8. Use it or Lose it ....................................................................................................................... 13 9. Title and Custody ..................................................................................................................... 13 10. Taxes ........................................................................................................................................ 13 11. Shipper's Obligations ............................................................................................................... 14 12. Invoicing and Payment ............................................................................................................ 14 13. Quality and off-Specification Gas ........................................................................................... 17 14. Measurement and Analysis ...................................................................................................... 19 15. Maintenance ............................................................................................................................. 19 16. Force Majeure .......................................................................................................................... 19 17. Liability ................................................................................................................................... 21 18. Indemnity ................................................................................................................................. 22 19. Audit ........................................................................................................................................ 23 20. Governing Law and Dispute Resolution.................................................................................. 24 21. Confidentiality ......................................................................................................................... 26 22. Notices ..................................................................................................................................... 28 23. General ..................................................................................................................................... 29 24. Network Code .......................................................................................................................... 31

Schedule

1. Terms Applicable to Forward Firm Long Term Capacity ....................................................... 32 2. Terms Applicable to Forward Firm Short Term Capacity....................................................... 41 3. Terms Applicable to Forward Interruptible Capacity .............................................................. 42 4. Terms Applicable to Commercial Reverse Capacity............................................................... 43 5. Tariff ........................................................................................................................................ 44

1

These General Terms and Conditions for the Transportation of Gas (these Conditions) have been

published by Trans Adriatic Pipeline AG (the Transporter) on 17 May 2021 and are intended to apply

to Gas Transportation Agreements entered into by the Transporter and its shippers. These Conditions

will be incorporated into and will form part of the gas transportation agreements to be entered into by

the Transporter.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context suggests otherwise, (a) the capitalised and bolded words set out below shall

have the corresponding meaning in these Conditions, including the Schedules; and (b) any

capitalised terms used but not defined in these Conditions will have the meanings given to them

in the Network Code (as defined below).

Actual Monthly Charge has the meaning given to it in the relevant Schedule to these

Conditions.

Affiliate means a legal entity that Controls, or is Controlled by, or is Controlled by an entity

that Controls, a Party and, in relation to the Transporter and for the purpose of Article 21,

includes any direct and indirect shareholders of the Transporter, and "Affiliated" and other

derivative terms shall be construed accordingly.

Approval means, regarding a Party, any approval, authorisation, certificate, consent, decision,

decree, judgment, licence, order, permit, or other endorsement of any kind (regardless of the

formal nomenclature given to any of the foregoing) necessary or proper to be granted, delivered,

issued, or promulgated by any Person relating to (a) this Gas Transportation Agreement, (b) the

performance of the Party's obligations, the exercise of the Party's rights or the Party's financial

obligations related to its rights or obligations, in each case in under the Gas Transportation

Agreement, or (c) the conduct of the Party's business relating to the Gas Transportation

Agreement.

Associated Persons means, in relation to a Person, that Person's Affiliates, agents or

contractors, or any director, officer or employee of the Person or any of the foregoing persons

and, in relation to the Shipper, includes any Person who is the beneficiary of a Transfer of all

or part of the Shipper's Reserved Capacity.

Availability Factor has the meaning given to it in the relevant Schedule to these Conditions.

Average Monthly Charge means, in relation to a booking of Reserved Capacity, the amount

in €/month calculated as:

Average Monthly Charge = 12

RCt

where:

t =

The applicable Tariff on the first day of the Gas Year in

respect of which the Average Monthly Charge is calculated in

€/kWh/Gas Day/Gas Year for the relevant Entry Point or Exit

Point

RC = the relevant Reserved Capacity expressed in kWh/Gas Day

2

Change in Law means the occurrence of any of the following after the Signing Date:

(a) the enactment of any new Laws;

(b) the modification or repeal of any Laws;

(c) the commencement of any Laws that were not effective on the Signing Date;

(d) a change in the interpretation, application, or enforcement of any Laws;

(e) the imposition of a requirement for Approval of a Governmental Authority not required

on the Signing Date;

(f) any Approval of a Governmental Authority not being granted on a timely basis where

application for that Approval has been duly made; and

(g) after the grant of an Approval of a Governmental Authority, a revocation or termination

of that Approval, a change in the terms or conditions of that Approval, an imposition

of additional terms or conditions to that Approval, or if granted for a limited period, a

failure to extend or renew that Approval on a timely basis after the timely submittal of

an application for extension or renewal, or being renewed on terms or subject to

conditions that are materially less favourable to the affected Party, including its

contractors and agents, as applicable.

Claiming Party means a Party giving notice under Article 16 that the Party is affected by a

Force Majeure Event.

Confidential Information means the content of the Gas Transportation Agreement and all

information and data of whatever nature that any Party may from time to time receive or obtain

(orally or in written or electronic form) resulting from negotiating, entering into or performing

its obligations under the Gas Transportation Agreement (including engineering data, maps,

models and interpretations, and commercial, contractual and financial information), and that:

(a) relates in any manner to the Gas Transportation Agreement or any other agreement or

arrangement contemplated by the Gas Transportation Agreement; or

(b) concerns the business, finances, assets, liabilities, dealings, transactions, know-how,

customers, suppliers, processes, or affairs of the other Party or any of its Associated

Persons; or

(c) is expressly confidential or is imparted by one Party to the other in circumstances

creating an obligation of confidence or nondisclosure.

Contract Month means:

(a) for the first Contract Month, the period commencing at 06:00 on the Start Date and

finishing at the end of the then current Gas Month;

(b) for each subsequent Contract Month other than the last Contract Month, each Gas

Month; and

(c) for the last Contract Month, the period commencing at the start of the Gas Month in

which the Termination Date occurs and finishing at 06:00 on the Termination Date.

3

Control means the power, directly or indirectly, to direct or cause the direction of the

management and policies of an entity (whether through the exercise of voting rights, by contract

or otherwise). Controls, Controlled by and other derivatives shall be construed accordingly.

Dangerous Substance means any natural or artificial substance or thing (whether in a solid,

liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to

man or any other living organism or of damaging the Environment or public health or welfare

(including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous

substances, radiation, noise, vibration, electricity and heat).

Dispute means any dispute, including any Technical Dispute, claim, difference or controversy

arising out of, relating to or having any connection with the Gas Transportation Agreement,

and any dispute as to its existence, validity, interpretation, performance, breach or termination

or the consequences of its nullity and any dispute relating to any non-contractual obligations

arising out of or in connection with it.

Dispute Notice is defined in Article 20.2.1.

Disputed Amounts is defined in Article 12.6.

Downstream Facilities means any facilities or equipment directly connected to the TAP

Transportation System which are owned and/or operated by any Person (other than the

Transporter) downstream of an Exit Point.

Entry Point means each Interconnection Point specified as such in the Special Conditions.

Entry Point Specification means the specifications of Natural Gas (including pressure and

temperature) to be delivered by the Shipper at each Entry Point for transportation through the

TAP Transportation System by the Transporter and other relevant details as set forth in the

Network Code.

Environment means any or all of the following media:

(a) air (including air within any building or other natural or man-made structure whether

above or below ground);

(b) water (including surface waters, underground waters, groundwater, coastal and inland

waters and water within any natural or man-made structure);

(c) any living systems or organisms; and

(d) land (including land under water, surface land and sub-surface land), flora, fauna,

ecosystems and man.

Environmental Law means any and all laws, statutes, secondary and subordinate legislation,

by-laws, regulations, directives, rules, codes of practice, circulars, guidance, common law,

notices under legislation, judgments, orders and decisions together with interpretations of any

of the above by any Governmental Authority and international and European Union treaties

concerning the protection of the Environment, human health or welfare, the conditions of the

workplace or the generation, transportation, storage, treatment or disposal of any Dangerous

Substance.

Environmental Tax means all forms of taxation, duties, imposts and levies which relate to

protection of the Environment or which are levied under any Environmental Law, including

4

tradable emission allowances and all forms of taxation, duties, imposts and levies in respect of

carbon emissions, emissions of any greenhouse gases or other emissions or energy consumption

or usage.

EURIBOR means, in respect of any Day, (a) the percentage rate per annum which is the euro

interbank offered rate administered by the European Money Markets Institute (or any other

person which takes over the administration of that rate) for deposits in Euro for a period of one

(1) month which appears on the Reuters page EURIBOR01 (or such other page that may replace

it) at or about 11:00 (Brussels time) on such Day for such period; or (b) if no rate is available

pursuant to paragraph (a) above, such other alternative basis which shall be determined by the

Transporter and notified to the Shipper, and which shall be binding on the Parties.

Euro or € means the single currency of those member states of the European Union that have

adopted or adopt such currency as their lawful currency in accordance with the legislation of

the European Community relating to Economic and Monetary Union.

Excluded Loss means, for the Gas Transportation Agreement and operations conducted under

the Gas Transportation Agreement, the loss or deferment of profit or anticipated earnings or

savings, loss of goodwill, loss of use, business interruption, increased cost of working and

wasted effort or expenditure (including the cost of any replacement for Natural Gas not

delivered by the Transporter) or any special, indirect or consequential damage together with all

reasonable legal costs and expenses associated with the exclusion of any of the foregoing heads

of loss.

Exit Point means each Interconnection Point specified as such in the Special Conditions.

Exit Point Specification means the specifications of Natural Gas (including pressure and

temperature) to be delivered by the Transporter to the Shipper at each Exit Point and other

relevant details as set forth in the Network Code.

Expert means any individual, partnership, association or corporation appointed as an expert

pursuant to Article 20.2.

Force Majeure Event is defined in Article 16.1.1.

Gas Transportation Agreement has the meaning given to it in the Transportation

Confirmation.

Indemnified Party is defined in Article 18.2.

Indemnifying Party is defined in Article 18.2.

Monthly Charge has the meaning given to it in the relevant Schedule to these Conditions.

Monthly Statement means for each Contract Month the statement as specified in Article 12.1.

Network Code has the meaning given to it in the Transportation Confirmation.

Off-Specification Delivery Gas is defined in Article 13.2.2.

Off-Specification Input Gas is defined in Article 13.1.2.

5

Other Shipper means any Person other than the Shipper that, at the relevant time, is entitled

to deliver Natural Gas into the TAP Transportation System under a Gas Transportation

Agreement between that Person and the Transporter.

Party means the Shipper or the Transporter individually, and "Parties" means the Shipper and

the Transporter collectively.

Reasonable and Prudent Operator means a Person exercising that degree of skill, diligence,

prudence, and foresight that would reasonably and ordinarily be expected from a skilled and

experienced operator complying with all applicable laws and engaged in the same type of

undertaking under the same or similar circumstances.

Representative means, in respect of a Party, the person(s) designated by that Party to give and

receive notices under the Gas Transportation Agreement and to exercise the rights of the Party

under the Gas Transportation Agreement.

Sanctions Warranties means the representations and covenants set forth in Article 3.2 (and,

for the avoidance of doubt, such covenants are continuing covenants for the duration of the

Term).

Shipper means the Person identified as such in the Transportation Confirmation.

Signing Date means the date that the Gas Transportation Agreement is entered into between

the Parties.

Special Conditions means the special conditions set out in the Transportation Confirmation

and identified as such.

Start Date means, for a Reserved Capacity booking, the date specified as the "Start Date" for

that Reserved Capacity as specified in the schedule to the Transportation Confirmation.

Tariff means the tariff for a particular Capacity Product and Entry Point or Exit Point, as

published by the Transporter and determined in accordance with the procedure set out in

Schedule GTC 5.

Tax or Taxes means any tax, charge, fee, levy, or other assessment imposed by any

governmental authority, whether federal, state, local, or otherwise, including all income,

withholding, windfall profits, gross receipts, business, Environmental Tax, value added, capital

gain, duties, capital stock, registration, excise, ad valorem, real property, personal property,

land, local development, licence, sales, production, occupation, use, service, service use,

transfer, payroll, employment, social security (or similar), unemployment, travel, franchise,

severance, bonus, or other tax of any kind, as well as any charges and assessments (including

any interest, penalties or additions to tax due to or imposed on or regarding any assessment,

whether disputed or not, but excluding any royalties, over-riding royalties and like charges),

and all stamp or documentary taxes and fees.

Technical Dispute means any dispute arising out of or in connection with matters under the

Gas Transportation Agreement which is of a technical nature (rather than relating to the legal

interpretation of the provisions of the Gas Transportation Agreement) and which is to be

resolved by determination by an Expert under Article 20.2.2, being either (a) a dispute that the

Gas Transportation Agreement specifically provides is a Technical Dispute or (b) a dispute that

the Parties agree shall be resolved as a Technical Dispute in accordance with Article 20.2.2.2.

Term means the period defined in Article 4.1.

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Termination Date means the date set out under Article 4.2.

Third Party means any Person other than a Party.

Transportation Confirmation means the transportation confirmation entered into between the

Transporter and the Shipper and into which these Conditions have been incorporated.

Transportation Period means the period beginning on the Start Date and ending on the

Termination Date.

Unplanned Maintenance means maintenance conducted by the Transporter on the TAP

Transportation System that affects the Reserved Capacity that the Transporter is able to make

available to the Shipper and which:

(a) is not Planned Maintenance;

(b) is required other than as a result of a Force Majeure Event or an act or omission of the

Shipper (including, for the avoidance of doubt, the delivery of Off-Specification Input

Gas); and

(c) is required in order to maintain the integrity of the TAP Transportation System and to

provide continuous Transportation Services.

Upstream Facilities means any facilities or equipment directly connected to the TAP

Transportation System which are owned and/or operated by any Person (other than the

Transporter) upstream of an Entry Point.

Verification Notice means the notice defined in Article 12.5.1.

Verification Response means the notice defined in Article 12.5.2.

Wilful Misconduct means any intentional and conscious or reckless disregard by the relevant

Party, or any director or employee of the rank of manager or supervisor or above, of any

provision of the Gas Transportation Agreement, but shall exclude any omission, error of

judgment or mistake made in good faith in the exercise of any authority or discretion arising

out of or in connection with the performance by such Party of its obligations under the Gas


1.2 Interpretation

Within the Gas Transportation Agreement, except where expressly provided to the contrary:

1.2.1 in the event of a conflict, words describing a concept or defining the term prevail over

a mathematical formula describing that concept or defining that term;

1.2.2 words denoting the singular include the plural and vice versa, unless the context

requires otherwise;

1.2.3 words denoting individuals or persons include all types of Persons, unless the context

requires otherwise;

1.2.4 words denoting any gender include all genders, unless the context requires otherwise;

1.2.5 headings are for ease of reference only and do not affect interpretation and are of no

legal effect;

7

1.2.6 references to paragraphs, Articles and Schedules mean paragraphs of, Articles of and

the Schedules to these Conditions and any reference to a Clause means a Clause of a

Schedule to these Conditions;

1.2.7 references to the Gas Transportation Agreement are to the Gas Transportation

Agreement as it may have been amended, modified or replaced from time to time in

accordance with Article 23.9 or Article 24;

1.2.8 references to any other agreements or to any law, statute, rule, or regulation mean the

same as amended, modified, or replaced from time to time;

1.2.9 references to any amount of money mean a reference to the amount in Euro;

1.2.10 references to a time and date concerning the performance of an obligation by a Party

mean, unless otherwise stated in these Conditions, the Gas Transportation Agreement

or the Network Code, a time and date in Switzerland, even if the obligation is to be

performed elsewhere;

1.2.11 references to a Party or any Person include its successors and permitted assigns;

1.2.12 the words "include" and "including" are deemed to be qualified by a reference to

"without limitation";

1.2.13 the expression "and/or" means "any or all of"; and

1.2.14 words, phrases, or expressions that are not defined in the Gas Transportation

Agreement but that have a generally accepted meaning in the practice of measurement

and metering in the international businesses of production, transportation, distribution,

and sale of Natural Gas have that meaning.

2. SCOPE AND RESERVED CAPACITY

2.1 Scope

The purpose of these Conditions is to establish the respective rights and obligations of the

Transporter and its shippers concerning the provision by the Transporter to shippers of

Transportation Services. These Conditions are intended to be incorporated into and form part

of the Gas Transportation Agreement to be entered into between the Transporter and the

Shipper.

2.2 Schedules

The Schedules to these Conditions, other than Schedule GTC 5 which will apply to all Gas

Transportation Agreements, will apply according to the Capacity Type of the Reserved

Capacity at each Entry Point and Exit Point documented under the Gas Transportation

Agreement as follows (and, if they apply, such Schedule will be deemed to be incorporated into

the Gas Transportation Agreement as though it had been set out in the main body of these

Conditions):

(a) Schedule GTC 1 will apply only if the Gas Transportation Agreement is for Forward

Firm Long Term Capacity;

(b) Schedule GTC 2 will apply only if the Gas Transportation Agreement is for Forward

Firm Short Term Capacity;

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(c) Schedule GTC 3 will apply only if the Gas Transportation Agreement is for Forward

Interruptible Capacity; and

(d) Schedule GTC 4 will apply only if the Gas Transportation Agreement is for

Commercial Reverse Capacity.

3. WARRANTIES AND COVENANTS

3.1 Mutual Warranties

Each Party warrants to the other that:

3.1.1 the signing of the Gas Transportation Agreement by the Party does not, and the

performance of the Gas Transportation Agreement will not:

3.1.1.1 violate any provision of its constitutional documents or any Laws presently

in effect applicable to it or its properties or assets;

3.1.1.2 conflict with or result in a breach of or be a default under any credit

agreement or other agreement or instrument to which it is a party or by

which it or its properties or assets may be presently bound or affected; or

3.1.1.3 result in or require the creation or imposition of any encumbrance upon or

of any of its properties or assets under any credit agreement, other

agreement, or instrument;

3.1.2 there are no suits, judicial or administrative actions, proceedings, or investigations

(including bankruptcy, reorganisation, insolvency, or similar actions, proceedings, or

investigations) pending or, to its knowledge, threatened in writing against it before any

court or by or before any Governmental Authority that, if decided adversely to its

interest, could materially adversely affect its ability to perform its obligations under the

Gas Transportation Agreement;

3.1.3 all Approvals and all other consents, approvals, or permissions of, and notifications or

filings with, any Person necessary for the Party's valid signing, delivery, and

performance of the Gas Transportation Agreement (a) have been obtained, are in full

force and effect and are final and not subject to an appeal, or (b) will be obtained and

will be in full force and effect prior to the date on which they are required; and

3.1.4 it is duly organised under the laws of the jurisdiction of its formation and it has the

power and authority to enter into and perform its obligations under the Gas

Transportation Agreement and the Network Code, and that all necessary governmental,

corporate, shareholder and other action has been taken to authorise the execution of the

Gas Transportation Agreement.

3.2 Sanctions Warranties

3.2.1 Definitions

For the purpose of this Article 3.2, the following terms will have the meaning given to them

below.

Restricted Party means a Person that is listed on any Sanctions List, or is otherwise a target

of Sanctions, and does not benefit from an exemption to the extent that such exemption would

9

remove the effect of the applicable Sanction for purposes of the transactions carried out under

the Gas Transportation Agreement.

Sanctions means the economic or trade sanctions, embargoes, or restrictive measures

administered, enacted, or enforced by OFAC, the U.S. Department of State, the United Nations

Security Council, the European Union or its Member States (including Her Majesty's Treasury

of the United Kingdom), or the Swiss State Secretariat for Economic Affairs (as amended,

updated or replaced from time to time).

Sanctions List means the Specially Designated Nationals and Blocked Persons List maintained

by OFAC; the Consolidated List of Financial Sanctions Targets maintained by Her Majesty's

Treasury of the United Kingdom; the consolidated list of persons, groups or entities subject to

the European Union sanctions administered by the European External Action Service; or any

similar list maintained by, or public announcement of Sanctions designation made by, the

United States, the European Union or its Member States, the United Nations Security Council,

or the Swiss State Secretariat for Economic Affairs (as amended, updated or replaced from time

to time).

3.2.2 Shipper's Sanctions Warranties

3.2.2.1 As at the date of the Gas Transportation Agreement, the Shipper represents and

covenants to the Transporter that it will not, and it will procure that its Affiliates

will not, knowingly provide Natural Gas to the Transporter that would subject the

Transporter or another shipper accepting redelivery of Natural Gas from the

Transporter to criminal or civil liability under, or result in non-compliance with,

Sanctions applicable to such Person or result in such Person being designated as a

Restricted Party.

3.2.2.2 As at the date of the Gas Transportation Agreement, the Shipper represents and

covenants to the Transporter that neither it nor any of its Affiliates has been

designated as a Restricted Party under applicable Sanctions laws, and that the

Transporter will not be subject to criminal or civil liability under, or non-compliance

with, Sanctions applicable to the Transporter or be designated as a Restricted Party,

as a result of its relationship with the Shipper.

3.2.2.3 If there is a Change in Law during the term of the Gas Transportation Agreement

that results in any of the Shipper’s Sanctions Warranties no longer being true and

correct, irrespective of whether the Shipper had knowledge as at the date of the

Change in Law or the supply of Natural Gas, the Transporter shall not be entitled to

terminate the Gas Transportation Agreement pursuant to Clause 4.1.1.10 of

Schedule GTC 1 in respect of such Shipper’s Sanctions Warranties no longer being

true and correct and the Shipper and the Transporter will use their best endeavours

to agree amendments to the Gas Transportation Agreement and/or other

modifications to these arrangements that will make the arrangements between the

Shipper and Transporter consistent with Articles 3.2.2.1 and 3.2.2.2, as stated at the

date of the Gas Transportation Agreement, including but not limited to the

substitutions or replacements of a Restricted Party. Such modifications to these

arrangements may include, without limitation substitutions of a new party as

Shipper on the same terms and conditions as those of the Gas Transportation

Agreement. Such Change in Law shall be regarded as a Force Majeure Event

affecting the Shipper until such time as the Parties have agreed such amendments

and/or made such other modifications as stated above.

3.2.3 Transporter's Sanctions Warranties

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3.2.3.1 As at the date of the Gas Transportation Agreement, the Transporter represents and

covenants to the Shipper that it will not, and it will procure that its Affiliates will

not, knowingly redeliver Natural Gas to the Shipper that would subject the Shipper

to civil or criminal liability under, or non-compliance with, Sanctions applicable to

the Shipper or result in the Shipper being designated as a Restricted Party.

3.2.3.2 As at the date of the Gas Transportation Agreement, the Transporter represents and

covenants to the Shipper that neither it nor any of its Affiliates has been designated

as a Restricted Party, and that the Shipper will not be subject to criminal or civil

liability under, or non-compliance with, Sanctions applicable to the Shipper or be

designated as a Restricted Party, as a result of its relationship with the Transporter.

3.2.3.3 If there is a Change in Law during the term of the Gas Transportation Agreement

that results in any of the Transporter’s Sanctions Warranties no longer being true

and correct, irrespective of whether the Transporter had knowledge as at the date of

the Change in Law or the supply of the Natural Gas, the Shipper shall not be entitled

to terminate the Gas Transportation Agreement pursuant to Clause 4.1.1.10 of

Schedule GTC 1 in respect of such Transporter’s Sanctions Warranties no longer

being true and correct and the Shipper and the Transporter will use their best

endeavours to agree amendments to the Gas Transportation Agreement and/or other

modifications to these arrangements that will make the arrangements between the

Shipper and the Transporter consistent with Articles 3.2.3.1 and 3.2.3.2, as stated at

the date of the Gas Transportation Agreement, including but not limited to the

substitutions or replacements of a Restricted Party. Such Change in Law shall be

regarded as a Force Majeure Event affecting the Transporter until such time as the

Parties have agreed such amendments and/or modifications as stated above.

3.2.4 No Obligation to Breach any Lawful Requirement

For the avoidance of doubt, no Party shall be obliged, pursuant to any provision of the Gas

Transportation Agreement, to take any step which would result in that Party or any other Party

(or any Affiliate of the same) being subject to criminal or civil liability under, or

non-compliance with, Sanctions requirements applicable to any Party (or Affiliate of the same).

3.3 Shipper's and Transporter's Covenants

3.3.1 The Shipper and the Transporter shall each promptly notify the other Party of any matter or

event coming to its attention at any time which shows or may show that the Sanctions Warranty:

3.3.1.1 was, when made; or

3.3.1.2 any time thereafter, if it were to be repeated at that time, would be,

untrue, inaccurate or misleading in any respect.

3.3.2 The Shipper warrants to the Transporter that (other than the Shipper's retention of title to

shipped Natural Gas) all Natural Gas delivered at any Entry Point shall be free of liens,

encumbrances, charges and adverse claims as to title.

3.3.3 The Transporter warrants to the Shipper that all Natural Gas redelivered to the Shipper at any

Exit Point shall be free of liens, encumbrances and adverse claims as to title except to the extent

that any of the same arise from a breach of the Shipper's warranty under Article 3.3.2.

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3.4 Mutual Covenants

Each Party covenants to the other that:

3.4.1 the Party will comply with all applicable Laws governing or relating to its performance

under the Gas Transportation Agreement; and

3.4.2 the Party will maintain, as applicable, its existence and good standing and its

qualifications to do business in all jurisdictions where performance under the Gas

Transportation Agreement is required.

3.5 Compliance with warranties and covenants

Without prejudice to any termination right set out in the Gas Transportation Agreement, in the

event of a breach of warranty or covenant set forth in this Article 3 by either of the Parties, the

breaching Party shall be liable to the other Party for all damages resulting from such breach of

warranty or covenant; the limitations of liability set out in Article 17 shall apply to any liability

under this Article 3.5. The remedies set forth in this Article 3.5 for breach of warranty or

covenant shall be in lieu of and supersede any remedies provided for under applicable Law and

the Parties waive, to the extent otherwise provided herein and possible under mandatory

provisions of applicable Law, any such remedies not set forth in this Article 3.5.

4. TERM

4.1 Term

The Term shall begin on the Effective Date and shall, subject to any earlier termination in

accordance with the provisions of the Gas Transportation Agreement, end on the Termination

Date.

4.2 Termination Date

The Termination Date shall be the first to happen of the following:

4.2.1 the date agreed in writing by the Parties terminating the Gas Transportation Agreement;

or

4.2.2 the Day specified in a notice of early termination given in accordance with the

termination rights set out in the relevant Schedule to these Conditions; or

4.2.3 the date on which all Reserved Capacity included in the Gas Transportation Agreement

has ceased to be in effect in accordance with the end dates for such Reserved Capacity

set out in the Gas Transportation Agreement.

4.3 Post Termination Consequences

The termination of the Gas Transportation Agreement shall be without prejudice to any rights,

obligations, and remedies arising out of or concerning the Gas Transportation Agreement that

have vested, matured, or accrued to any Party before the date of the termination. Despite the

preceding sentence the provisions of Articles 1, 17, 18, 20, 21, 22, 23 and 24 shall remain in

effect until all rights, obligations, and remedies have been finally extinguished, and all

Disputes, including any financial audits carried out under the Gas Transportation Agreement,

have been finally resolved. For the avoidance of doubt, any claim for damages in connection

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with a termination of the Gas Transportation Agreement shall be limited pursuant to Article

17.1.

5. TRANSPORTER'S OBLIGATIONS

5.1 Provision of the Transportation Services

During each Gas Day of the Transportation Period, the Transporter, acting as a Reasonable and

Prudent Operator shall, on and subject to the terms of the Gas Transportation Agreement:

5.1.1 receive and take delivery of the Nominated Quantities delivered by the Shipper at the

Entry Point(s) under the Gas Transportation Agreement not exceeding the Reserved

Capacity at the relevant Entry Point for that Gas Day provided that:

5.1.1.1 the Shipper (alone or together with Other Shippers) delivers at least the

Minimum Flow Rate on such Gas Day; and

5.1.1.2 the Transporter shall not be obliged to do so where:

(a) the safe operations of the TAP Transportation System might thereby

be adversely affected;

(b) the anticipated failure or failure of the Shipper to take delivery of

Natural Gas at an Exit Point might adversely affect the rights of any

Other Shipper(s); or

(c) the Transporter refuses to accept Off-Specification Input Gas under

Article 13.1; and

5.1.2 simultaneously make available an energy equivalent quantity of Natural Gas to the

Shipper at the relevant Exit Point(s) in accordance with the Nominated Quantities in

accordance with the Network Code.

5.2 Administrative Services

The Transporter shall provide ancillary administrative services to the Shipper in accordance

with the Network Code.

6. CREDIT SUPPORT

The Transporter may, as a condition to providing the Transportation Services, require the

Shipper to provide and maintain Credit Support for its obligations under the Gas Transportation

Agreement, provided that the Credit Support requested is consistent with the requirements set

out in the applicable Schedule of these Conditions.

7. FUEL GAS, UFG AND ELECTRIC POWER

7.1 Fuel Gas

7.1.1 Except for Gas Transportation Agreements in respect of Commercial Reverse Capacity only,

the Transporter will procure and allocate to the Shipper quantities of Fuel Gas in accordance

with the provisions set out in the Network Code.

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7.1.2 For each Contract Month, the Shipper will reimburse the Transporter for all costs and expenses

(including Taxes) incurred by the Transporter in procuring the Fuel Gas allocated to the Shipper

in accordance with the provisions contained in the Network Code.

7.2 Unaccounted for Gas

For each Contract Month:

(a) the Shipper will reimburse the Transporter for all costs and expenses (including Taxes)

incurred by the Transporter in procuring the replacement for any negative amount of

UFG allocated to the Shipper in accordance with the provisions contained in the

Network Code; and

(b) the Transporter will reimburse the Shipper for the price of any positive amount of UFG

allocated to the Shipper in accordance with the provisions contained in the Network

Code less any costs and expenses (including Taxes) incurred by the Transporter in

selling such amount of UFG.

7.3 Electric Power

For each Contract Month, the Shipper will reimburse the Transporter for all costs and expenses

(including Taxes) incurred by the Transporter in procuring the Electric Power allocated to the

Shipper in accordance with the provisions contained in the Network Code.

8. USE IT OR LOSE IT

If the Shipper does not utilise all or part of the Reserved Capacity at any Entry Point or Exit

Point, the Shipper acknowledges that such unused Reserved Capacity shall be subject to

mandatory regulatory "use it or lose it" procedures as detailed in the Network Code.

9. TITLE AND CUSTODY

9.1 Title

Title to all quantities of Natural Gas to be transported under the Gas Transportation Agreement

shall remain with the Shipper whilst the Natural Gas is within the TAP Transportation System.

9.2 Custody

Custody of all quantities of Natural Gas to be transported under the Gas Transportation

Agreement shall pass from the Shipper to the Transporter at the relevant Entry Point and shall

pass from the Transporter to the Shipper at the relevant Exit Point.

10. TAXES

10.1 Shipper's liability to Taxes

10.1.1 The Shipper shall pay or procure the payment of all Taxes arising upstream of each Entry Point

and downstream of each Exit Point and shall indemnify the Transporter against any liability

that the Transporter incurs in respect of such Taxes.

10.1.2 In addition, the Shipper shall if it has contracted for a Forward Capacity Product indemnify the

Transporter for all Taxes imposed on the Transporter by any relevant Governmental Authority

with respect to or arising out of the procurement or use of Fuel Gas (other than those Taxes

14

already included in the calculation of the Fuel Gas Price, which will be reimbursed in

accordance with the provisions of the Network Code), except to the extent that the Transporter

is compensated for such Taxes by a Governmental Authority in accordance with the terms of a

host government agreement. Such Taxes will be shared among the Shipper and each Other

Shipper pro rata to the quantities of Natural Gas transported in a Forward Flow by the Shipper

and the Other Shippers. The Transporter may add the amount of such Taxes to the Monthly

Statement as provided in Article 12.1.

10.2 Transporter's liability to Taxes

The Transporter shall pay or obtain the payment of all Taxes that are imposed between each

Entry Point and each Exit Point, including any corporation and profit tax levied on it by relevant

Governmental Authorities.

11. SHIPPER'S OBLIGATIONS

11.1 Ship or pay

From and including the Start Date, in respect of each Contract Month, the Shipper shall pay to

the Transporter the amount of the Actual Monthly Charge in relation to each Reserved Capacity

booking, calculated in accordance with the relevant Schedule to these Conditions.

11.2 Shipper's other Obligation

The Shipper shall receive and take delivery of Natural Gas at the relevant Exit Point(s) in

accordance with the Nominated Quantities.

12. INVOICING AND PAYMENT

12.1 The Monthly Statement

The Transporter shall send to the Shipper, not later than the tenth (10th) Day after the end of

each Contract Month, a statement (the Monthly Statement) in the form of a valid tax invoice

showing the following information regarding the preceding Contract Month:

12.1.1 the applicable Tariff or, if applicable, the Reserve Price and Bid Price at each Entry

Point and Exit Point;

12.1.2 the Reserved Capacity booked at each Entry Point and Exit Point under the Gas

Transportation Agreement (in kWh/Gas Day);

12.1.3 the Monthly Charge for each of the Shipper's Reserved Capacity bookings (in €);

12.1.4 the Availability Factor for each of the Shipper's Reserved Capacity bookings;

12.1.5 the Actual Monthly Charge for each of the Shipper's Reserved Capacity bookings (in

€);

12.1.6 the aggregate of all Actual Monthly Charges;

12.1.7 any applicable Taxes due for payment by the Shipper;

12.1.8 if applicable, the Fuel Gas Price, the quantity of Fuel Gas allocated to the Shipper in

accordance with the Network Code and the total amount payable by the Shipper in

respect of Fuel Gas;

15

12.1.9 the UFG Price per kWh, the UFG Cost per kWh, the quantity of UFG allocated to the

Shipper in accordance with the Network Code and the total amount payable by the

Transporter or the Shipper in respect of UFG;

12.1.10 any other amounts payable by one Party to the other Party;

12.1.11 the net amount payable by a Party to the other Party after taking account of all the

foregoing matters set out in this Article 12.1; and

12.1.12 the total quantity of Natural Gas delivered by or redelivered to the Shipper at each Entry

Point and Exit Point, respectively.

12.2 Payment

12.2.1 Notwithstanding a failure by the Transporter to send the Monthly Statement to the Shipper by

the tenth (10th) Day after the end of each Contract Month, and subject to Article 12.6, by not

later than fourteen (14) Days after the Day that the Shipper has received the Monthly Statement,

the Shipper shall make payment to the Transporter of the amount determined to be due to the

Transporter under the Monthly Statement.

12.2.2 All payments due under the Gas Transportation Agreement shall be made in Euro.

12.2.3 All payments due under the Gas Transportation Agreement shall be made by electronic funds

transfer to the appropriate bank account specified in the Monthly Statement or otherwise by

one Party to the other Party when demanding payment.

12.2.4 The liability of a Party to make payment under the Gas Transportation Agreement shall be

discharged upon the receipt of that payment by the other Party into its specified bank account.

12.2.5 If the due date for any payment is a date other than a Business Day, then payment shall be made

on the Business Day nearest to the due date for payment, and if the due date for payment falls

equally between two (2) Business Days, then payment shall be made on the Business Day

immediately following the due date for payment.

12.3 Set-off

12.3.1 The relevant Party shall pay in full all amounts due for payment by it to the other Party under

the Gas Transportation Agreement and shall not make any set-off or deduction or withholding

against any amounts.

12.3.2 If any deduction or withholding is required by applicable law to be made by a Party, the amount

of the payment due from such Party shall be grossed-up to an amount which (after making such

deduction or withholding) leaves an amount equal to the payment which would have been due

if no deduction or withholding had been required.

12.4 Failure to make payment

If a Party fails to make payment of any amount when due under the Gas Transportation

Agreement then interest on the amount shall accrue at a rate equal to EURIBOR (at the rate in

force on the Day when the payment was due) plus three per cent (3%) per annum (to accrue

daily and to be compounded annually) from the Day when the payment was due until the Day

when the payment is made.

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12.5 Verification

12.5.1 Within ninety (90) Days (where the relevant request relates to information provided by SRG)

or eighteen (18) months (otherwise) after the date of a Monthly Statement, the Shipper has the

right to give a notice of request to the Transporter (a Verification Notice) to produce such

evidence as may reasonably be required by the Shipper to verify the accuracy of any previous

invoice, statement, or computation made in respect of that Monthly Statement.

12.5.2 Within twenty (20) Days after the receipt of a Verification Notice, the Transporter shall respond

in writing to the Shipper (a Verification Response) by producing the information requested by

the Shipper. Within twenty (20) Days after the receipt of a Verification Response, the Shipper

has the right to agree or dispute the contents of the Verification Response. In the event that the

Shipper disputes the contents of the Verification Response, such dispute shall be deemed a

Technical Dispute and either Party has the right to refer the matter to an Expert pursuant to

Article 20.2.2.

12.5.3 If the resolution of a Technical Dispute pursuant to Article 20.2.2 or the Parties' agreement in

writing reveals any inaccuracy in any previous invoice, statement, or computation then, within

a period of twenty (20) Days following the resolution of a Technical Dispute pursuant to Article

20.2.2 or the Parties' agreement in writing, the Transporter shall pay to the Shipper the

necessary adjustment to the invoice, statement, or computation, together with interest at on the

amount at a rate equal to EURIBOR (at the rate in force on the Day on which the relevant

payment was originally made) plus three per cent (3%) per annum (to accrue daily and to be

compounded annually) from the Day on which the relevant payment was originally made until

the Day when the payment is made.

12.6 Disputed Amounts

12.6.1 Other than in respect of any amount that is subject to a Verification Notice pursuant to Article

12.5.1, if all or part of any amount that is due for payment under a Monthly Statement is subject

to a dispute between the Parties (the Disputed Amounts), then the Party disputing that amount

(the Disputing Party) shall give to the other Party written notice setting out the particulars of

the Disputed Amounts which shall be deemed as a Dispute Notice pursuant to Article 20.2.1.

12.6.2 The Parties expressly agree that any dispute in respect of a Disputed Amount constitutes a

Dispute in accordance with Article 20.2.

12.6.3 Any amount that is due for payment under the Gas Transportation Agreement may be validly

disputed only if the Disputing Party has given the Dispute Notice to the other Party within

ninety (90) Days (where the relevant dispute relates to information provided by SRG) or

eighteen (18) months (otherwise) of receipt by the Disputing Party of the invoice relating to the

Disputed Amounts. Except where the Parties agree there has been a manifest error, on or before

the due date for payment, the Disputing Party shall make payment of the total amount to the

other Party. For the avoidance of doubt, in relation to any Disputed Amount disputed by the

Shipper, the Shipper shall nevertheless timely pay such Disputed Amount to the Transporter.

12.6.4 Within a period of twenty (20) Days following the resolution of a Dispute relating to a Disputed

Amount pursuant to Article 20.2 or the Parties' agreement in writing in relation to the Disputed

Amounts, the Party holding the Disputed Amounts shall return to the Disputing Party any

amount so determined pursuant to Article 20.2 or so agreed between the Parties, together with

interest on the amount at a rate equal to EURIBOR (at the rate in force on the Day when the

payment was first due) plus three per cent (3%) per annum (to accrue daily and be compounded

annually) from the Day when payment was first due until the Day when the payment is made.

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13. QUALITY AND OFF-SPECIFICATION GAS

13.1 Entry Point Specification

13.1.1 The Shipper shall ensure that all quantities of Natural Gas delivered or to be delivered by the

Shipper at each Entry Point for transportation through the TAP Transportation System comply

with the Entry Point Specification.

13.1.2 If, at any time, any quantity of Natural Gas delivered or to be delivered by the Shipper at any

Entry Point for transportation through the TAP Transportation System does not comply with

the Entry Point Specification (such Natural Gas to be known as Off-Specification Input Gas),

the Transporter, using Reasonable Efforts to accept such Off-Specification Input Gas but taking

into account the justified interests of the Other Shippers, may refuse to accept in whole or in

part the Off-Specification Input Gas and/or may take any other action (subject to the Shipper's

obligation to indemnify the Transporter under Article 13.1.4 and acting as a Reasonable and

Prudent Operator) in order to dispose of any such Off-Specification Input Gas delivered by the

Shipper at the relevant Entry Point and shall promptly notify the Shipper of any such refusal

and/or other action taken.

13.1.3 Each Party shall notify the other Party as soon as it becomes aware of the delivery of such Off-

Specification Input Gas.

13.1.4 Subject to Article 13.3, the Shipper shall indemnify the Transporter for all losses, costs and

expenses incurred by the Transporter, acting as a Reasonable and Prudent Operator, in respect

of Off-Specification Input Gas delivered by the Shipper at any Entry Point (determined in

accordance with the allocation provisions set out in the Network Code), including any losses,

cost and expenses arising from claims made against the Transporter by any Other Shipper. If

Natural Gas that does not comply with the Entry Point Specification is delivered to the

Transporter and is allocated to both the Shipper and Other Shippers, then the Shipper's liability

for any losses, costs and expenses under this Article 13.1.4 will be limited to its pro rata share

(pro rata to the amount of Off-Specification Input Gas allocated to it) of such losses, costs and

expenses.

13.1.5 If the Transporter knowingly accepts Off-Specification Input Gas from the Shipper at an Entry

Point pursuant to the Gas Transportation Agreement, then the Shipper will be deemed to have

released the Transporter from any liability resulting from the delivery by the Transporter of

Off-Specification Delivery Gas to the Shipper at the Exit Points and from the obligation to

deliver Natural Gas to the Shipper at the Exit Points which complies with the Exit Point

Specification, and Articles 13.2.2 to 13.2.6 shall not apply.

13.1.6 Without prejudice to any rights or obligations herein, in the event that the Shipper delivers Off-

Specification Input Gas at any Entry Point without having given notification thereof, the

Transporter shall notify the Shipper as soon as practicable after becoming aware that

Off-Specification Input Gas has been delivered.

13.2 Exit Point Specification

13.2.1 Subject to Article 13.1.5, the Transporter shall ensure that all quantities of Natural Gas

delivered or to be delivered by the Transporter at each Exit Point comply with the Exit Point

Specification.

13.2.2 If, at any time, Natural Gas delivered or to be delivered to the Shipper at any Exit Point does

not comply with the Exit Point Specification (such Natural Gas to be known as

Off-Specification Delivery Gas), the Shipper may, provided that such failure to comply is not

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due to the Shipper having delivered Off-Specification Input Gas and subject to Article 13.2.3

and 13.2.4, refuse to accept the Off-Specification Delivery Gas and shall promptly notify the

Transporter of any such refusal. Subject to Article 13.3, the Transporter shall indemnify the

Shipper for all losses, costs and expenses in respect of the delivery of Off-Specification

Delivery Gas that the Shipper may incur in such case.

13.2.3 A Shipper will be deemed to have accepted Off Specification Delivery Gas if the Adjacent TSO

which is due to receive delivery of such Off Specification Delivery Gas on behalf of the Shipper

has notified the Transporter that it is willing to accept delivery of that Off Specification

Delivery Gas into its system. The Transporter will notify the Shipper as promptly as reasonably

possible if it receives such notice from an Adjacent TSO.

13.2.4 Except where Article 13.2.3 applies, the Shipper shall use all Reasonable Efforts to accept Off-

Specification Delivery Gas at an Exit Point provided that:

13.2.4.1 the Transporter shall notify the Shipper as soon as the Transporter is aware of the

delivery of such Off-Specification Delivery Gas; and

13.2.4.2 the Shipper shall be entitled to refuse to accept Off-Specification Delivery Gas if

the Shipper considers that such Off-Specification Delivery Gas may (i) damage the

Downstream Facilities; or (ii) result in the Shipper incurring direct financial

consequences pursuant to the provisions of any gas sales agreement to which the

Shipper is a party or financial consequences pursuant to the provisions of any gas

transportation contracts with the owner or operator of any Downstream Facilities.

13.2.5 Except where Article 13.2.3 applies, the Shipper shall give the Transporter reasonable notice

of its decision to accept or refuse such Off-Specification Delivery Gas.

13.2.6 Without prejudice to any rights or obligations herein, in the event that the Transporter delivers

Off-Specification Delivery Gas to the Shipper at any Exit Point without having given

notification thereof, the Shipper shall notify the Transporter as soon as practicable after

becoming aware that Off-Specification Delivery Gas has been delivered.

13.3 Limitation on Liability for Off-Specification Gas

13.3.1 The liability of each Party in respect of the maintenance, clean-up and associated costs incurred

as a result of the delivery of Off-Specification Input Gas or Off-Specification Delivery Gas will

be limited to the amount of fifty million Euros (€50,000,000) per event.

13.3.2 The liability of each Party in respect of Third Party claims (including, for the avoidance of

doubt, any claims made or fine imposed by a Governmental Authority under applicable

environmental legislation) as a result of the delivery of Off-Specification Input Gas or

Off-Specification Delivery Gas will be limited to the amount of one hundred million Euros

(€100,000,000) per event.

13.4 Commingling of Gas in the TAP Transportation System

13.4.1 Natural Gas delivered at an Entry Point for transportation through the TAP Transportation

System by the Transporter under the Gas Transportation Agreement may be commingled in the

TAP Transportation System with Natural Gas from any Other Shipper.

13.4.2 Natural Gas delivered by the Transporter to the Shipper at an Exit Point under the Gas

Transportation Agreement may not necessarily be the Natural Gas delivered by the Shipper to

the Transporter at the Entry Point(s).

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14. MEASUREMENT AND ANALYSIS

The rights, interests, covenants, and obligations of the Parties in respect of the measurement

and analysis of Natural Gas transported in the TAP Transportation System by the Transporter

under the Gas Transportation Agreement shall be as set out in the Network Code.

15. MAINTENANCE

15.1 Planned Maintenance rights

15.1.1 To enable the Planned Maintenance of the TAP Transportation System, the Transporter shall

have the right in each Gas Year to conduct Planned Maintenance for an aggregate maximum

period of three hundred and sixty (360) hours during that Gas Year.

15.1.2 The Transporter shall give Maintenance Notifications in accordance with the Network Code.

15.1.3 The contents of each Maintenance Notification shall meet the requirements set forth in the

Network Code.

15.1.4 The Transporter shall use Reasonable Efforts to coordinate with the operators of the Upstream

Facilities and the transmission system operator of the Downstream Facilities. The Transporter

shall use Reasonable Efforts to minimise the duration of any Planned Maintenance and any

consequential reduction of Reserved Capacity.

15.2 Consequences of Planned Maintenance

In respect of any period of Planned Maintenance:

15.2.1 subject to the procedures in the Network Code, any affected Reserved Capacity shall

be reduced by the amounts specified in the Maintenance Notification applicable to that

period of Planned Maintenance; and

15.2.2 any reduction of the Shipper's Reserved Capacity shall be allocated together with

reductions of Other Shippers in accordance with the Network Code.

15.3 Permitted Unplanned Maintenance

15.3.1 The Transporter will notify the Shipper of any periods of Unplanned Maintenance in

accordance with the provisions relating to Capacity Restrictions in the Network Code. The

Transporter shall use Reasonable Efforts to minimise the duration of any Unplanned

Maintenance and any consequential reduction of Reserved Capacity.

15.3.2 The Transporter will be permitted to reduce the Reserved Capacity made available to the

Shipper, without incurring any liability for such reduction (provided that the Transporter

complies with its obligations relating to Capacity Restrictions under the Network Code), as a

result of Unplanned Maintenance for an aggregate period of up to one hundred and twenty (120)

hours in any Gas Year.

16. FORCE MAJEURE

16.1 Nature of Relief

16.1.1 A "Force Majeure Event" means any event or circumstance the occurrence of which is beyond

the reasonable control of the Claiming Party, and results in the Claiming Party being unable to

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perform one or more of its obligations under the Gas Transportation Agreement, which inability

could not have been prevented or overcome by the Claiming Party exercising reasonable

foresight, planning, and implementation as a Reasonable and Prudent Operator. If the

requirements set out in the preceding sentence are satisfied, then, subject to the proviso to this

definition, Force Majeure Events include the following events and circumstances:

16.1.1.1 acts of war (whether declared or undeclared), armed conflict, civil unrest or

insurrection, blockade, embargo, riot, sabotage, acts of terrorism, or the specific

threats of these acts or events or conditions due to these acts or events;

16.1.1.2 strike, work slowdown, lockout, or other industrial disturbance or labour dispute;

16.1.1.3 archaeological or historical or cultural heritage investigations or discoveries;

16.1.1.4 epidemics or plague;

16.1.1.5 fire, earthquake, cyclone, hurricane, flood, landslide, avalanche, mudflow, rockfall,

drought, lightning, storms, storm warnings, navigational and maritime perils, or

other acts of God;

16.1.1.6 breakage, fire, freezing, explosion, mechanical breakdown, or other damage or

malfunction resulting in the partial or complete shutdown of the TAP Transportation

System;

16.1.1.7 a Change in Law, hindrance of government, or other act or failure to act by any

Governmental Authority claiming jurisdiction over the Gas Transportation

Agreement or the Parties;

16.1.1.8 in the case of the Transporter, the failure of any person responsible for any part of

the design, construction, installation, repair or operation of the TAP Transportation

System (a Contractor) or any Associated Person of a Contractor for reasons that

would constitute a Force Majeure Event as defined in the Gas Transportation

Agreement if the relevant Contractor or Associated Person were a Party to the Gas

Transportation Agreement; or

16.1.1.9 in the case of the Shipper, any event affecting any part of the Upstream Facilities,

provided that such event could not have been prevented or overcome by the operator

of such Upstream Facilities exercising reasonable foresight, planning, and

implementation as a Reasonable and Prudent Operator,

provided that any or all of the following events and circumstances shall not be Force Majeure

Events:

16.1.1.10 changes in market conditions, including changes that directly or indirectly affect the

demand for or price of Natural Gas or any commodity produced from or with

Natural Gas, such as loss of customers or loss of market share;

16.1.1.11 financial hardship or the inability of a Party to make a profit or receive a satisfactory

rate of return from its operations;

16.1.1.12 depletion through production of any Natural Gas field upstream of the TAP

Transportation System or any interruption in the production or delivery of Natural

Gas not caused by an event affecting the Upstream Facilities;

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16.1.1.13 the failure of Natural Gas to comply with the Entry Point Specification at an Entry

Point as a result of commingling of Natural Gas upstream of such Entry Point;

16.1.1.14 the failure of Natural Gas to comply with the Exit Point Specification at an Exit

Point as a result of commingling of Natural Gas in the TAP Transportation System;

16.1.1.15 the failure or inability to perform due to a Tariff or currency devaluation;

16.1.1.16 the unavailability or lack of funds or failure to indemnify the other Party or to pay

money when due;

16.1.1.17 the failure by either Party to give any notice required under the Gas Transportation

Agreement; or

16.1.1.18 the breakdown or failure of machinery caused by normal wear and tear that should

have been avoided by a Reasonable and Prudent Operator, the failure to comply

with the manufacturer's recommended maintenance and operating procedures, or

the unavailability at appropriate locations of standby equipment or spare parts in

circumstances where a Reasonable and Prudent Operator would have had the

equipment or spare parts available.

16.1.2 Subject to Article 16.1.3, a Claiming Party shall be relieved from the duty to perform its

obligations under the Gas Transportation Agreement and any liability for failure to perform the

obligations, in whole or in part, under the Gas Transportation Agreement to the extent and for

as long as the non-performance is caused by the occurrence of a Force Majeure Event, and the

other Party shall also be relieved from the duty to perform its corresponding obligations.

16.1.3 A Shipper will not, under any circumstances, be relieved of its obligations to make payment of

an amount set out in the Monthly Statement, and no reduction of any Actual Monthly Charge

will be made, as a result of a Force Majeure Event affecting the Shipper.

16.1.4 The Claiming Party shall, without undue delay, take all technically and economically

reasonable measures to restore the conditions for the performance of its obligations under the

Gas Transportation Agreement, provided that:

16.1.4.1 the Claiming Party shall not be required to settle any labour dispute or industrial or

public disturbance, except in the manner as it shall in its own judgment consider

acceptable; and

16.1.4.2 the Claiming Party shall not be required to incur any extraordinary costs or to act

other than as a Reasonable and Prudent Operator.

16.1.5 The Claiming Party shall notify the other Party without undue delay and, as soon as reasonably

practicable thereafter, provide the other Party with details of the expected duration and cause

of the disruption.

17. LIABILITY

17.1 Limitation of Liability

17.1.1 The liability of one Party under or in connection with the Gas Transportation Agreement in

respect of an individual claim for any loss or damage howsoever arising shall not exceed an

amount equal to the total of two (2) times the aggregate of all Average Monthly Charges for all

Reserved Capacity bookings under the Gas Transportation Agreement.

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17.1.2 The total aggregate liability of one Party to the other under or in connection with the Gas

Transportation Agreement for any loss or damage howsoever arising in each Gas Year shall not

exceed an amount equal to the total of five (5) times the aggregate of the Average Monthly

Charges for all Reserved Capacity bookings under the Gas Transportation Agreement.

17.1.3 Subject to Article 17.1.5, neither Party, nor any of their respective officers, employees or

agents, shall in any circumstance be liable, whether for breach of contract, tort or otherwise, for

Excluded Losses arising from any act or omission relating to the Gas Transportation

Agreement.

17.1.4 The limitations and exclusions of liability set out in Articles 17.1.1 and 17.1.2 shall not apply

to:

17.1.4.1 the obligation of the Shipper to make payment to the Transporter when due in

accordance with Article 12;

17.1.4.2 the liability of the Shipper in respect of Off-Specification Input Gas;

17.1.4.3 the liability of the Transporter in respect of its indemnity for Off-Specification

Delivery Gas under Article 13.2.2; and

17.1.4.4 the liability of either Party in accordance with Article 18.1.

17.1.5 Nothing in the Gas Transportation Agreement or the Network Code shall exclude the liability

of the Transporter or the Shipper for death or personal injury resulting from the negligence of

such Party, or any of their respective officers, employees or agents.

17.2 Mitigation Of Losses

Each Party shall use Reasonable Efforts to mitigate or avoid any loss or damage caused by the

failure of the other Party to meet its obligations under the Gas Transportation Agreement,

whether or not the failure is the result of a Force Majeure Event.

17.3 Wilful Misconduct

If a Party's breach of its obligations under the Gas Transportation Agreement results solely from

the Party's Wilful Misconduct, Article 17.1 shall not apply to limit the liability of the Party or

the remedies available to the other Party.

18. INDEMNITY

18.1 Liability in respect of physical property and personnel

18.1.1 Other than pursuant to Article 13, the Transporter shall defend, indemnify and hold harmless

the Shipper and its Associated Persons against all liability the Shipper or its Associated Persons

may have in respect of: (i) any loss of or damage to the TAP Transportation System arising out

of or in connection with the Gas Transportation Agreement; and (ii) any claim, demand, action

or proceedings brought or instituted against the Shipper or any of the Shipper's Associated

Persons by the Transporter or any of the Transporter's Associated Persons for personal injuries,

illness, death or damage to physical property arising out of or in connection with the Gas

Transportation Agreement, other than in each case as a result of the Wilful Misconduct of the

Shipper.

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18.1.2 Other than pursuant to Article 13, the Shipper shall defend, indemnify and hold harmless the

Transporter and its Associated Persons against all liability the Transporter or its Associated

Persons may have in respect of (i) any loss of or damage to the physical property of the Shipper

and the Shipper's Associated Persons arising out of or in connection with the Gas Transportation

Agreement; and (ii) any claim, demand action or proceedings brought or instituted against the

Transporter or any of the Transporter's Associated Persons by the Shipper or any of the

Shipper's Associated Persons for personal injuries, illness, death or damage to physical property

arising out of or in connection with the Gas Transportation Agreement other than in each case

as a result of the Wilful Misconduct of the Transporter.

18.2 Indemnity for Third Party Claims

Each Party (the Indemnifying Party) shall, subject to Article 13.3.2, indemnify, defend and

hold harmless the other Party (the Indemnified Party) from and against all claims, losses,

damages, costs (including legal costs, expenses) and liabilities made or suffered by a Third

Party (excluding any Associated Persons) which result from a breach of the Gas Transportation

Agreement, to the extent that such losses are caused by such breach of the Gas Transportation

Agreement by the Indemnifying Party.

18.3 Conduct of claims

18.3.1 The Indemnified Party shall promptly notify the Indemnifying Party of the assertion or

commencement of any claim, demand, action or proceedings in respect of which the

Indemnified Party claims an indemnity from the Indemnifying Party under Article 18.2 (an

Indemnifiable Action).

18.3.2 The Indemnified Party shall, at the request of the Indemnifying Party:

18.3.2.1 (at the expense of the Indemnified Party) assume responsibility for the defence or

settlement of any Indemnifiable Action with legal counsel reasonably satisfactory

to the Indemnifying Party; and/or

18.3.2.2 allow the Indemnifying Party to assume responsibility for the defence or settlement

of any Indemnifiable Action, with such defence or settlement to be at the sole risk

and expense of the Indemnifying Party.

18.3.3 Neither Party shall settle any Indemnifiable Action without the prior written consent of the

other Party (such consent not to be unreasonably withheld).

19. AUDIT

19.1 Right to Audit

19.1.1 Subject to Article 19.2, the Shipper or its duly authorised representative shall have the right, at

the Shipper's cost and subject to prior notification to the Transporter, to be provided with copies

of Data relating to:

19.1.1.1 the Nominations of the Shipper;

19.1.1.2 the allocations of the Shipper;

19.1.1.3 the UFG allocated to the Shipper;

19.1.1.4 the Fuel Gas allocated to the Shipper;

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19.1.1.5 metering logs or other information related to the metering equipment used by the

Transporter to calculate invoices for the Shipper; and

19.1.1.6 any costs, expenses or fees which are incurred by the Transporter and passed

through to the Shipper under the Gas Transportation Agreement.

19.1.2 For the purpose of this Article 19, "Data" means all written records in the control of the

Transporter, whether in paper or electronic form.

19.1.3 In addition to the right of audit in Article 19.1.1, but subject to any confidentiality restrictions

binding upon it, the Transporter shall provide any information within its control that is required

by the Shipper in order to comply with any proper request from a Governmental Authority

having jurisdiction over the Shipper.

19.1.4 The rights granted to the Shipper in this Article 19.1 are in addition to, and without prejudice

to, any other rights of audit or verification that the Shipper has under the Gas Transportation

Agreement.

19.2 Limitations on Right to Audit

19.2.1 The Shipper's right to request the information specified in Article 19.1 may only be exercised

once in any Gas Year.

19.2.2 Under no circumstance will the Transporter be required to disclose Data related directly or

indirectly to Other Shippers other than Nomination or allocation information in an aggregate

form that does not identify any individual Other Shipper and is required for the calculation of

the allocations made to the Shipper.

19.2.3 A request for Data must be submitted by the Shipper at least 30 days before the date indicated

for delivery of the Data by the Transporter and must specify in sufficient detail the Data

requested by the Shipper.

19.2.4 The Shipper will conduct any audit in a manner which will keep to a reasonable minimum any

inconvenience to the Transporter.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Applicable Law

These Conditions (including Article 20.2 and the arbitration agreement contained in it) and any

non-contractual obligations arising out of or in connection with them shall be governed by, and

shall be interpreted and construed in accordance with, English law excluding the 1980

Convention on Contracts for the International Sale of Goods (the Vienna Convention).

20.2 Dispute Resolution

20.2.1 Good Faith Negotiations

In the event of any Dispute, the Parties shall, within ten (10) Days of service of a written notice

from one Party to the other Party (a Dispute Notice), hold a meeting (a Dispute Meeting) in

an effort to resolve the Dispute. Each Party shall have an obligation to send a Representative

who has authority to settle the Dispute to attend the Dispute Meeting. If the Dispute is not

resolved within thirty (30) Days after service of a Dispute Notice, whether or not a Dispute

25

Meeting has been held, then the provisions of Article 20.2.2 or 20.2.3 shall apply, as

appropriate.

20.2.2 Expert Determination of Technical Disputes

20.2.2.1 Any Technical Dispute shall be resolved in accordance with this Article 20.2.2.

Any other Dispute shall be resolved in accordance with Article 20.2.3.

20.2.2.2 Either Party may give to the other Party at any time notice in writing that a Technical

Dispute has arisen. On such notice being given, the Parties shall use Reasonable

Efforts to agree whether there is a Technical Dispute which shall be submitted to an

Expert for determination under this Article 20.2.2, and in any event within twenty-

one (21) Days. If the Parties fail to agree within said period, the Dispute shall be

resolved in accordance with Article 20.2.3.

20.2.2.3 After the Parties have agreed pursuant to Article 20.2.2.2 that there is a Technical

Dispute which shall be submitted to an Expert, either Party may give to the other

Party at any time notice in writing with details of an Expert.

20.2.2.4 The Parties shall agree on the appointment of the Expert and shall agree with the

Expert the terms of his appointment. If the Parties are unable to agree on the identity

of the Expert, or if the person proposed is unable or unwilling to act, then, within

twenty one (21) Days of the first Party serving details of a suggested Expert on the

other Party or the proposed Expert declining to act, either Party shall then be entitled

to request that the Expert be appointed in accordance with Article 20.2.2.5.

20.2.2.5 If the Parties are unable to agree on the identity of the Expert in accordance with

Article 20.2.2.4 or if the person proposed is unable or unwilling to act, the Parties

hereby agree that the Expert shall, upon request by any of the Parties, be appointed

by the International Centre for Expertise in accordance with the provisions for the

appointment of experts under the Rules for Expertise of the International Chamber

of Commerce.

20.2.2.6 Within ten (10) Days from the appointment of the Expert, the Party referring the

Technical Dispute to the Expert (the Referring Party) shall submit a document

("First Submission") to the Expert and to the other Party (the Responding Party)

containing: (i) a description of the nature of the Technical Dispute; (ii) a statement

of the position of the Referring Party; and (iii) copies of records supporting the

position of the Referring Party.

20.2.2.7 Within ten (10) Days from the First Submission, the Responding Party may submit

a response (the Response) to the Expert and the Referring Party containing: (i) a

description of the nature of the Technical Dispute; (ii) a statement of the position of

the Responding Party; and (iii) copies of records supporting the position of the

Responding Party.

20.2.2.8 The Parties agree to cooperate fully in the expeditious conduct of the determination

by the Expert and to provide the Expert access to all facilities, books, records,

documents, information and personnel as necessary to reach a decision in an

expeditious manner. Each of the Parties shall designate one individual with detailed

knowledge of the Technical Dispute to respond to the Expert and present to the

Expert such additional information on the Technical Dispute as the Expert may

request. The Parties may make verbal statements or presentations to the Expert or

make available other individuals, if so requested by the Expert.

26

20.2.2.9 The Expert shall resolve the Technical Dispute by issuing to the Parties a written

decision (the Determination) within thirty (30) Days after the receipt of the

Response (or, in the absence of a Response, of the First Submission), stating the

reasons on which the Determination is based.

20.2.2.10 In so doing, the Expert shall act as an expert and not as an arbitrator. The

Determination shall be final and binding upon the Parties, unless set aside in an

arbitration under Article 20.2.3 on grounds of a manifest error on the part of the

Expert. In such case, only the relevant part of the Determination shall be void and

to that extent the matter shall be decided by the arbitrators already dealing with the

matter.

20.2.2.11 The costs of the Expert shall be shared equally between the Parties, and each Party

shall bear its own costs incurred in relation to the referral of the Technical Dispute

to the Expert.

20.2.3 Arbitration

20.2.3.1 Except as provided in Article 20.2.2, any Dispute not otherwise resolved pursuant

to Article 20.2.1 shall be exclusively and finally settled under the Rules of

Arbitration of the International Chamber of Commerce as in force on the date on

which the request for arbitration is filed in accordance with those Rules (the Rules).

20.2.3.2 The number of arbitrators shall be three (3), appointed in accordance with the Rules.

20.2.3.3 The seat or legal place of arbitration shall be Vienna.

20.2.3.4 The language used in the arbitral proceedings shall be English. All documents

submitted in connection with the proceedings shall be in the English language, or,

if in another language, accompanied by an English translation.

20.2.3.5 Service of any request for arbitration made pursuant to this Article 20.2.3 shall be

by registered post at the address given for the sending of notices under the Gas


20.3 Notice

Any papers, notices, or process necessary or proper for an arbitration under the Gas

Transportation Agreement or under any court action in connection with an arbitration or an

award, may be served on a Party by registered or certified mail, courier, facsimile transmission,

email, or any other means of communication that provides a record of the receipt of it, provided

that a reasonable opportunity to be heard regarding the court action is or has been granted to

the Party.

21. CONFIDENTIALITY

21.1 Confidentiality

Subject to the provisions of this Article 21, the Parties shall keep all Confidential Information

strictly confidential, and shall not disclose Confidential Information during the term of the Gas

Transportation Agreement and for a period of five (5) calendar years after the Termination Date

to any Person not a Party to the Gas Transportation Agreement, except under Article 21.2.

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21.2 Exceptions

21.2.1 A Party may disclose the Confidential Information without the other Party's prior written

consent to the extent the information:

21.2.1.1 is already known to the Party as of the date of disclosure by the other Party;

21.2.1.2 is already in possession of the public or becomes available to the public other than

through the act or omission of the Party or of any other Person to whom Confidential

Information is disclosed under the Gas Transportation Agreement;

21.2.1.3 must be disclosed by the Party and/or an Affiliate under applicable Law, stock

exchange regulations, or by an order, decree, regulation, or rule of a Governmental

Authority, provided that the Party shall use Reasonable Efforts to give prompt

notice to the other Party before the disclosure;

21.2.1.4 is acquired independently from a Third Party that represents that it has the right to

disseminate the information at the time it is acquired by the Party; or

21.2.1.5 is developed by the Party independently of the Confidential Information received

from the other Party.

21.2.2 A Party may disclose Confidential Information without the other Party's prior written consent

to an Affiliate; however, the Party must procure that its Affiliate will adhere the terms of this

Article 21.

21.2.3 A Party may disclose Confidential Information without the other Party's prior written consent

to any of the following Persons if the Persons have a clear need to know the Confidential

Information:

21.2.3.1 employees, officers, and directors of the Party to enable the Party to perform its

obligations under the Gas Transportation Agreement;

21.2.3.2 employees, officers, and directors of an Affiliate of the Party to enable the Party

and/or the Affiliate to perform its obligations under the Gas Transportation

Agreement;

21.2.3.3 any consultant, agent, legal counsel or insurance provider retained by the Party or

its Affiliate in connection with the Gas Transportation Agreement;

21.2.3.4 any bona fide prospective transferee of a Party's rights and obligations under the

Gas Transportation Agreement (including a prospective transferee with whom a

Party and/or its Affiliates are conducting bona fide negotiations directed toward a

merger, consolidation, or the sale of a majority of its or an Affiliate's shares) and

any consultant retained by the prospective transferee to enable the prospective

transferee to assess the Party's rights and obligations;

21.2.3.5 any bank or other financial institution or entity funding or considering to finance

the Party and/or an Affiliate, including any consultant retained by the bank or other

financial institution or entity; or

21.2.3.6 to any transportation costs administrator appointed under a gas sales agreement in

respect of Shah Deniz stage II gas.

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21.2.4 Before making any disclosures to Persons under Article 21.2.3.3, Article 21.2.3.4, Article

21.2.3.5 or Article 21.2.3.6, the Party desiring to make the disclosure shall obtain an

undertaking of strict confidentiality and nondisclosure to use the Confidential Information

solely for the stated purpose, enforceable by either Party, but otherwise largely in the same form

and content as this Article 21, and with a tenor that is reasonable in the circumstances, from

each Person. Regarding outside legal counsel, a Party shall only be required to ascertain that

the legal counsel is bound by an obligation of confidentiality under its professional conduct

rules.

22. NOTICES

22.1 Form of Notices

22.1.1 Except as otherwise specifically provided (including in the Network Code), all notices,

requests, demands, Monthly Statements or other communications authorised or required

between the Parties by any of the provisions of the Gas Transportation Agreement shall be in

writing in English and shall be deemed to have been properly given when addressed to the Party

as set out in the Special Conditions, and:

22.1.1.1 delivered in person or by recognised international courier maintaining records of

delivery; or

22.1.1.2 sent by facsimile, provided that the sender can provide evidence of successful and

complete transmission; or

22.1.1.3 sent by email, provided that the recipient sends a manual or oral written

acknowledgment of successful receipt, which the recipient shall have an affirmative

duty to furnish promptly after successful receipt.

22.1.2 Oral communication is not notice for any purposes of the Gas Transportation Agreement, and

telephone numbers for the Parties are listed as a matter of convenience only. Regarding

facsimile and/or email communication, automatic delivery receipts issued without direct human

authorisation are not evidence of effective notices for purposes of the Gas Transportation

Agreement.

22.2 Delivery of Notices

A notice given under the Gas Transportation Agreement shall be deemed delivered only when

received by the Party to whom the notice is directed, and the time for the Party to deliver any

notice in response to the originating notice shall run from the date the originating notice is

received, which, for purposes of giving notice under the Gas Transportation Agreement, means

actual delivery of the notice under Article 22.1, provided that any notice sent by facsimile or

email after 5pm on a Business Day or on a weekend or holiday of the receiving Party shall be

deemed given on the next following Business Day of the receiving Party.

22.3 Change of Address

Each Party may change its address at any time and/or designate that copies of all the notices be

directed to another person at another address, by giving notice of the change to all Parties.

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23. GENERAL

23.1 No Reliance

Each Party confirms for itself and its Affiliates that, in entering into the Gas Transportation

Agreement, it has not relied on any representation or warranty or undertaking that is not

contained in the Gas Transportation Agreement. Without prejudice to any liability for

fraudulent misrepresentation or fraudulent misstatement, a Party shall not be liable for and shall

have no remedy for any misrepresentation or untrue statement unless and to the extent that a

claim lies under the Gas Transportation Agreement.

23.2 Joint Preparation

The Parties acknowledge and agree that any rule of construction that a document is to be

construed against the drafting Party shall not be applicable to the Gas Transportation

Agreement.

23.3 No Partnership

Nothing in the Gas Transportation Agreement, in any document referred to in it or in any

arrangement contemplated by it shall be deemed to make any of the Parties a partner of any

other Party. The signing, completion and performance of the Gas Transportation Agreement

shall not be deemed to empower any Party to bind or impose on the other Party any obligations

to any third Persons or to pledge the credit of the other Party.

23.4 Further Assurances

Each of the Parties shall do all further acts and sign and deliver all further instruments, deeds

and documents as shall be reasonably required to perform and carry out the provisions of the

Gas Transportation Agreement.

23.5 Waiver of Sovereign Immunity

Each Party recognises and acknowledges that the Gas Transportation Agreement forms a

commercial transaction, and that its rights and obligations under the Gas Transportation

Agreement are of a commercial and not a governmental nature. To the fullest extent not

prohibited by Law, each of the Parties hereby irrevocably waives for itself and its assets any

and all immunities from jurisdiction, from enforcement and for any other purpose whatsoever.

23.6 Waiver

23.6.1 No waiver of any term, provision, or condition of the Gas Transportation Agreement shall be

effective unless it is in writing and signed by the waiving Party and a failure or delay to exercise

a right shall not operate as a waiver of such right.

23.6.2 The waiver of any term, provision, or condition of the Gas Transportation Agreement or of any

action under the Gas Transportation Agreement on any occasion shall not form a waiver of:

23.6.2.1 any other term, provision, or condition of, or action under, the Gas Transportation

Agreement; or

23.6.2.2 the terms, provisions, or conditions of, or actions under, the Gas Transportation

Agreement on any future occasion.

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23.7 No Third Party Beneficiaries

The interpretation of the Gas Transportation Agreement shall exclude any rights under

legislative provisions or court made law conferring rights under a contract to Persons not a

Party to the Gas Transportation Agreement. The Contract (Rights of Third Parties) Act 1999

shall be expressly excluded from the Gas Transportation Agreement and no term of the Gas

Transportation Agreement may be enforced under such act by a Person who is not a Party to

the Gas Transportation Agreement.

23.8 Severability

If any provision of the Gas Transportation Agreement is finally determined to be illegal, invalid,

void, or unenforceable under applicable Law, then the provision is deemed to be deleted and

the remaining provisions of the Gas Transportation Agreement will continue in full force and

effect and, if necessary, be so amended as necessary to give effect to the spirit and intent of the

Gas Transportation Agreement to the extent possible.

23.9 Amendments

23.9.1 Subject to Article 23.8, Article 23.9.2 and Article 24, the Gas Transportation Agreement may

be amended or modified only by written instrument duly signed by both Parties.

23.9.2 If an amendment to these Conditions is required (such amendment, a "Required Amendment")

in order to comply with an applicable Law then:

23.9.2.1 the Transporter, acting as a Reasonable and Prudent Operator, must promptly

consult with the Shipper as to such Required Amendment for such period as the

Transporter deems reasonable in the circumstances;

23.9.2.2 following such consultation with the Shipper and its consultations with any Other

Shippers, the Transporter (acting reasonably and having taken into account such

consultations to the extent it deems appropriate) will propose amendments to the

Conditions that are required to comply with the relevant Law; and

23.9.2.3 notwithstanding Article 23.9.1, provided that (i) any regulatory approvals required

for the Required Amendment have been obtained by the Transporter and (ii) the

Transporter has proposed equivalent amendments to its other gas transportation

agreements where necessary, the Shipper will be deemed to have consented to such

proposed Required Amendments and the Conditions will be amended in accordance

with such proposed Required Amendments from the date specified in the notice

from the Transporter to the Shipper setting out such proposed Required

Amendments.

23.10 Entire Agreement

Each of the Parties confirms that the Gas Transportation Agreement represents the entire

understanding and forms the whole agreement between the Parties and supersedes all prior

negotiations, representations, and proposals, whether oral or written, regarding the subject

matter of the Gas Transportation Agreement.

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23.11 Allocation of Costs

Each Party shall bear its own costs and expenses (including the costs and expenses of any

professional advisers) incurred in connection with the execution of the Gas Transportation

Agreement.

24. NETWORK CODE

The Shipper acknowledges that it has received and reviewed a copy of the Network Code. The

Parties agree that they will be bound by the Network Code in their respective roles. The

Transporter has the right to amend, supplement and/or modify the terms of the Network Code

from time to time, provided that such amendment, supplement and/or modification is made in

accordance with the procedures set out in the Network Code, including any requirement for the

Transporter to inform the Shipper prior to making such amendment, supplement and/or

modification.

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SCHEDULE GTC 1

TERMS APPLICABLE TO FORWARD FIRM LONG TERM CAPACITY

1. DEFINITIONS

Credit Support Criteria has the meaning given to it in Clause 2.1 of this Schedule GTC 1.

Other Shipper GTA means a gas transportation agreement, other than this Gas Transportation

Agreement, entered into between the Transporter and the Shipper.

2. FINANCIAL OBLIGATIONS

2.1 Credit Support Requirements

This Clause 2 sets out the requirements for Credit Support (the "Credit Support Criteria")

that the Shipper must comply with.

2.2 Exemption

The Shipper will not be required to provide Credit Support and will be considered to have

satisfied the Credit Support Criteria if, as at the date on which the Credit Support Criteria are

required to be satisfied in accordance with Clause 2.5 of this Schedule GTC 1, it satisfies one

of the following criteria:

2.2.1 it is rated at least BBB by Standard & Poor’s or Baa2 by Moody’s or has an equivalent rating

from another internationally recognised rating agency acceptable to the Transporter, it is not

under downgrade watch, and twelve (12) times the aggregate of all Average Monthly Charges

for all Reserved Capacity bookings under the Gas Transportation Agreement is less than or

equal to ten per cent (10%) of its net worth as calculated from its most recent audited financial

statements; or

2.2.2 it is rated at least BBB- by Standard & Poor’s or Baa3 by Moody’s or has an equivalent rating

from another internationally recognised rating agency acceptable to the Transporter, and

twenty-four (24) times the aggregate of all Average Monthly Charges for all Reserved Capacity

bookings under the Gas Transportation Agreement is less than or equal to ten per cent (10%)

of its net worth as calculated from its most recent audited financial statements.

2.3 Parent Company Guarantee

If the Shipper is not exempted from providing Credit Support under Clause 2.2 of this Schedule

GTC 1, the Shipper may satisfy the Credit Support Criteria by providing an unconditional

unlimited irrevocable on-demand guarantee of its obligations under the Gas Transportation

Agreement in form and substance satisfactory to the Transporter (acting reasonably) from an

Affiliate or other related entity that satisfies the criteria set out in Clause 2.2.1 or Clause 2.2.2

of this Schedule GTC 1, as at date on which the Credit Support Criteria are required to be

satisfied in accordance with Clause 2.5 of this Schedule GTC 1.

2.4 Other Criteria

2.4.1 The Transporter acknowledges that a Shipper that has satisfied the “Credit Support Criteria”

for a booking of Forward Firm Long Term Capacity under another gas transportation agreement

entered into with the Transporter using credit support criteria other than those set out in Clauses

2.2 and 2.3 above will, subject to the following, be permitted to continue to use such criteria to

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satisfy the Credit Support Criteria for the purpose of this Schedule GTC 1. Before using the

Credit Support Criteria in this Clause 2.4.1, any Shipper wishing to do so must notify the

Transporter in writing and have agreed with the Transporter to the increase of any caps, limits,

minimum amounts or similar requirements in such criteria to take account of the Forward Firm

Long Term Capacity booked under this Gas Transportation Agreement as though it were a

booking under that other gas transportation agreement.

2.4.2 The Transporter may, at its discretion, accept other non-discriminatory criteria, which are

anticipated to include assignments of receivables or cash collateral based arrangements and/or

financial ratios, which the Shipper (or a guarantor on its behalf) is able to satisfy and which can

be considered to fulfil the Credit Support Criteria. The Shipper acknowledges that any such

criteria may be subject to the approval of the Transporter’s financiers and that the Transporter’s

financiers may require the Shipper to provide further credit enhancement acceptable to them.

2.5 Timing

2.5.1 The Shipper must have satisfied the Credit Support Criteria by no later than the Credit Support

Longstop Date (as defined in the Schedule to the Transportation Confirmation).

2.5.2 After its initial satisfaction, the Credit Support Criteria must be satisfied at all times, provided

that any net worth requirement will be retested at the start of each calendar year based on the

Shipper’s (or its guarantor’s) most recent audited financial statements. If the Credit Support

Criteria are not satisfied by the Shipper when required under this Clause 2.5 then the Shipper

must ensure it complies with the Credit Support Criteria within thirty (30) Days of determining

such non-satisfaction.

2.6 Termination and Suspension

If the Shipper fails to comply with the Credit Support Criteria at a time required under Clause

2.5 of this Schedule GTC 1, then the Transporter may, on giving the Shipper not less than thirty

(30) Days' notice of its intention so to do, suspend its obligations to provide Transportation

Services under the Gas Transportation Agreement until the Shipper satisfies the Credit Support

Criteria or elect to terminate the Gas Transportation Agreement in accordance with the

provisions of Clause 4.1.2 of this Schedule GTC 1.

3. PAYMENT

3.1 Ship or pay

From and including the Start Date, in respect of each Contract Month, the Shipper shall pay to

the Transporter the amount of the Actual Monthly Charge in relation to each booking of

Reserved Capacity at each Entry Point and each Exit Point, calculated as follows:

Actual Monthly Charge = AFMC

where:

MC = Monthly Charge in €/month = 365

dMRCt

AF = Availability Factor as calculated under Clause 3.2.1 of this

Schedule GTC 1

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t = Tariff in €/kWh/Gas Day/Gas Year for the relevant Entry

Point or Exit Point

RC = Reserved Capacity expressed in kWh/Gas Day at the relevant

Entry Point or Exit Point

dM = Number of days in the Contract Month

3.2 Allowed Reduction

3.2.1 The "Availability Factor" in each Contract Month for each Reserved Capacity booking at an

Entry Point or Exit Point is calculated as follows:

Availability Factor = 𝑀ℎ − 𝑈𝐻

𝑀ℎ

where:

Mh = Total number of hours for the relevant Contract Month

UH = Unavailable Hours (as calculated under Clause 3.2.2

of this Schedule GTC 1)

3.2.2 In respect of each Contract Month, the aggregate number of hours that the TAP Transportation

System is not available to the Shipper at a particular Entry Point or Exit Point for transportation

of Natural Gas for a booking of Reserved Capacity (the "Unavailable Hours") shall be

calculated as follows:

Unavailable Hours = ∑ ℎ × 𝐴𝑅𝑖𝑀ℎ𝑖=1

where:

h = a period of one hour

ARi = for each hour, i, during a Contract Month the proportion of the relevant

Reserved Capacity at the relevant Entry Point or Exit Point that is not available

to the Shipper for transportation of Natural Gas during that hour as a result of

the following events:

3.2.2.1 any inspection, maintenance, repair, modification or replacement of the TAP

Transportation System, other than a period of Planned Maintenance;

3.2.2.2 a Force Majeure Event affecting the Transporter; and/or

3.2.2.3 the failure of the Transporter to act as a Reasonable and Prudent Operator.

3.3 Aggregate Monthly Charge

The total amount to be paid in each Contract Month by the Shipper under the Gas

Transportation Agreement will be the aggregate, for each capacity booking of Reserved

Capacity included in the Gas Transportation Agreement, of the Actual Monthly Charge for each

such Reserved Capacity booking.

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3.4 Determination of the Tariff

The Tariff is expressed in Euro / kWh / Gas Day / Gas Year and shall be determined in

accordance with Schedule GTC 5.

4. TERMINATION AND SUSPENSION

4.1 Early Termination

4.1.1 In addition to any termination right provided to a Party in the Special Conditions, either Party

shall have the right exercisable for ninety (90) consecutive Days from the occurrence of any of

the following events (or, where relevant, becoming aware of the occurrence of any of the

following events) to give to the other Party a notice of early termination of the Gas

Transportation Agreement, provided that such event is continuing:

4.1.1.1 a Force Majeure Event of at least thirty-six (36) consecutive Months as set out in

Clause 4.4 of this Schedule GTC 1;

4.1.1.2 the other Party is in material breach of a material provision of the Gas

Transportation Agreement (other than a provision that is the subject of another

termination event in this Clause 4.1) and has failed to remedy such breach following

notification from the relevant Party;

4.1.1.3 the other Party voluntarily commences any proceeding or files any petition seeking

its liquidation, reorganisation, dissolution, winding-up, composition, or other relief

(including any petition seeking the postponement of such proceedings or the grant

of a moratorium) under any bankruptcy, insolvency, receivership, or similar Laws

applicable to the Party or consents to the commencement of any proceeding or the

filing of any petition against it under any similar Law;

4.1.1.4 in respect of the other Party, any corporate action, legal proceeding or other

procedure or step is taken in relation to assignment for the benefit of its creditors in

the context of insolvency or it admits in writing its inability to pay its debts generally

as they become due, it ceases to make payments on account of its debts generally as

they become due or it becomes over-indebted within the meaning of any applicable

Laws;

4.1.1.5 the other Party consents to the appointment of a receiver, trustee, or liquidator over

the other Party or any part of the other Party’s assets or undertakings;

4.1.1.6 a Third Party files a petition seeking the liquidation, reorganisation, dissolution,

winding-up, composition, or other relief for the other Party or the granting of a

moratorium with respect to the other Party under the provisions of any bankruptcy,

insolvency, receivership, or similar Laws applicable to the Party, and the petition is

not dismissed within sixty (60) Days after the filing;

4.1.1.7 a court of competent jurisdiction enters an order or decree appointing a receiver,

liquidator, or trustee for the other Party or any of the other Party’s assets and the

receiver, liquidator, or trustee is not discharged within sixty (60) Days after the date

of the order or decree;

4.1.1.8 a court of competent jurisdiction enters an order or decree adjudicating the other

Party to be bankrupt or insolvent or granting a moratorium with respect to the other

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Party, and the order or decree is not stayed or discharged within sixty (60) Days

after the date of the order or decree;

4.1.1.9 the other Party causes or is subject to any event with respect to it which, under the

applicable Laws of any jurisdiction, has the analogous effect to any of the events

specified in Clauses 4.1.1.3 to 4.1.1.8 of this Schedule GTC 1; or

4.1.1.10 subject to Article 3.2.2.3 or 3.2.3.3, as applicable, a covenant under the Sanctions

Warranty given by the other Party is breached in any respect at any time during the

Term.

4.1.2 The Transporter shall have the right exercisable for ninety (90) consecutive Days from the

occurrence of any of the following events (or, where relevant, becoming aware of the

occurrence of any of the following events) to give the Shipper a notice of early termination of

the Gas Transportation Agreement:

4.1.2.1 the Shipper fails to provide Credit Support when required in accordance with Clause

2.5 of this Schedule GTC 1;

4.1.2.2 the Shipper fails for any reason to cure late payment of a Monthly Statement within

sixty (60) Days from the due date referred to in Article 12.2.1 and the Transporter

has given notice of its intention to terminate under Clause 4.3 of this Schedule GTC

1;

4.1.2.3 the Shipper purports to make an Assignment, Transfer or other transfer or disposal

of any of its Reserved Capacity other than in accordance with the procedure set out

in Clause 5 of this Schedule GTC 1;

4.1.2.4 the Transporter terminates any Other Shipper GTA before the end of its term; or

4.1.2.5 a change of Control of the Shipper occurs that has not been consented to by the

Transporter.

4.1.3 The Shipper shall have the right to give the Transporter a notice of early termination of the Gas

Transportation Agreement if, other than as a result of a Force Majeure Event or any act or

omission by the Shipper, the Transporter is unable on average to make available for

Transportation Services more than fifty per cent (50%) of the Reserved Capacity booked by the

Shipper at any Entry Point or Exit Point over a period of three hundred and sixty-five (365)

Days. The Shipper’s termination right under this Clause 4.1.3 is exercisable at any time after

the last Day of such three hundred and sixty-five (365) Day period until the Transporter

recommences the transport of seventy-five per cent (75%) or more of the Reserved Capacity at

the relevant Entry Point or Exit Point under the Gas Transportation Agreement.

4.1.4 Without prejudice to any of its other rights in the Gas Transportation Agreement, the Party

giving the notice of early termination under this Clause 4.1 shall specify the basis for early

termination and a Termination Date not less than sixty (60) Days after the date of the notice of

early termination. Unless, before the specified Termination Date, the Party receiving the notice

of early termination disputes the early termination and initiates resolution of such Dispute under

Article 20, the Gas Transportation Agreement shall end on the Termination Date designated in

the relevant notice of early termination.

4.1.5 Without prejudice to the Transporter’s rights under Clause 4.3 of this Schedule GTC 1 the

Transporter may by giving notice in writing to the Shipper, suspend its obligations to provide

37

Transportation Services under the Gas Transportation Agreement with immediate effect at any

time that it is entitled to give a notice of early termination under this Clause 4.1.

4.1.6 Subject to the Special Conditions (including the additional termination rights set out under

clause 2.3 (Termination rights) of the schedule to the Transportation Confirmation), it is the

intention of the Parties that the events set out in this Clause 4.1 are the sole events which entitle

a Party to give to the other Party a notice of early termination of the Gas Transportation

Agreement and the Parties waive any other termination rights which could be implied under

applicable law.

4.2 Suspension of Transportation Services

The Transporter is entitled to suspend the Transportation Services, without liability:

4.2.1 pursuant to Clause 2.6, 4.1.5, 4.3 or 5.3 of this Schedule GTC 1;

4.2.2 if the Transporter suspends transportation services under any Other Shipper GTA; or

4.2.3 in accordance with any express right given in the Network Code,

provided that any suspension of the Transportation Services effected in accordance with such

right of suspension shall continue for such period of time that the applicable event or

circumstances giving rise to such right of suspension is continuing and the provisions referred

to above shall be construed accordingly. The Shipper shall remain liable for all of the Monthly

Charge in respect of such suspension period except where the suspension results from a Force

Majeure Event affecting the Transporter regardless of whether it exceeds thirty-six (36)

consecutive Months.

4.3 Late Payment

If the Shipper fails to make payment of any amount due under the Gas Transportation

Agreement for fifteen (15) Days beyond the Day that the payment was due then the Transporter

may, on giving not less than fifteen (15) Days further notice to the Shipper, suspend the

Transportation Services until the payment is made and/or give the Shipper notice that it intends

to exercise its termination rights under Clause 4.1.2.2 of this Schedule GTC 1.

4.4 Force Majeure

If the circumstances of a Force Majeure Event and/or the effects thereof exceed a period of

thirty-six (36) consecutive Months and cause an average reduction in the ability of the

Transporter or Shipper to accept or deliver Natural Gas at a particular Entry Point or Exit Point

over that thirty-six (36) Month period of no less than fifty per cent (50%) of the Reserved

Capacity booked for transportation at that Entry Point or Exit Point, either Party shall have the

right, but not the obligation, to terminate the Gas Transportation Agreement under Clause 4.1

of this Schedule GTC 1.

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5. TRANSFERS AND ASSIGNMENT

5.1 Transfer

5.1.1 The Shipper may Transfer all or part of its Reserved Capacity to any Registered Party, provided

that:

5.1.1.1 the prior written consent of the Transporter, which may not be unreasonably

withheld, has been obtained;

5.1.1.2 the Transporter considers that the Transfer will not be likely to result in non-

compliance with the terms of the Exemption;

5.1.1.3 the Shipper remains liable to the Transporter for the performance of all of the

obligations of the Shipper under the Gas Transportation Agreement; and

5.1.1.4 such Transfer is effected in accordance with the procedure set out in the Network

Code.

5.1.2 The Shipper may not Transfer all or any part of its Reserved Capacity other than in accordance

with this Clause 5.1.

5.2 Assignment

5.2.1 The Shipper may make an Assignment of all of its rights and obligations under the Gas

Transportation Agreement in respect of all or part of its Reserved Capacity for Forward Firm

Long Term Capacity to any Third Party, provided that:

5.2.1.1 the prior written consent of the Transporter, which may not be unreasonably

withheld, has been obtained;

5.2.1.2 the Transporter considers that the Assignment will not be likely to result in non-


5.2.1.3 the proposed Third Party is a Registered Party or becomes a Registered Party before

the Assignment is effective;

5.2.1.4 if required by the Transporter, at the same time as or before the Assignment

becomes effective, the proposed Third Party enters into a direct agreement with the

Transporter's financiers consistent with the requirements of Clause 6 below; and

5.2.1.5 such Assignment is made in accordance with the procedure set out in the Network

Code.

5.2.2 The Transporter may assign all of its rights and obligations under the Gas Transportation

Agreement to any Third Party (an "Assignee"), provided that:

5.2.2.1 the Transporter considers that the assignment will not be likely to result in non-


5.2.2.2 the Assignee expressly undertakes in an instrument reasonably satisfactory to the

Shipper to perform the obligations of the Transporter under the Gas Transportation

Agreement, obtains any necessary Approval for the assignment and furnishes any

39

guarantees required by any Governmental Authority or the Gas Transportation

Agreement; and

5.2.2.3 the Assignee establishes to the reasonable satisfaction of the Shipper its technical

and financial capability to perform its obligations under the Gas Transportation

Agreement.

5.2.3 Despite any assignment, both the assigning Party and the assignee Party shall be liable to the

other Party for the assigning Party’s obligations (financial or otherwise) that have vested,

matured, or accrued under the Gas Transportation Agreement before the assignment.

5.2.4 The Shipper may not make an Assignment or Transfer, or otherwise transfer or dispose of, all

or any part of its Reserved Capacity other than in accordance with this Clause 5.2.

5.3 Change of Control

5.3.1 The Shipper shall give the Transporter not less than sixty (60) Days prior written notice of any

anticipated direct or indirect change of Control of the Shipper from the Control to which the

Shipper was subject at the Signing Date. The Transporter’s consent will be required for any

change of Control, such consent not to be unreasonably withheld or delayed. It shall be

reasonable for the Transporter to withhold its consent only if it considers, acting reasonably,

that the change of Control will be likely to result in non-compliance with the terms of the

Exemption. If a proposed change of Control is the subject of a confidentiality obligation owed

to a Third Party taking or relinquishing Control, the Shipper shall give the notice immediately

upon the proposed change of Control ceasing to be confidential but in any event before the date

on which the change of Control becomes effective.

5.3.2 Where the Transporter considers that the anticipated change of Control will result in material

non-compliance with the Exemption, the Transporter will, having promptly communicated its

decision to the Shipper, at the request of the Shipper seek the opinion of the relevant regulatory

authorities as to whether there would be a risk of non-compliance with the Exemption if the

anticipated change of Control were to occur.

5.3.3 If the Transporter withholds its consent to a change of Control under Clause 5.3.1 of this

Schedule GTC 1, the Transporter may, at the Transporter's election, on giving the Shipper a

notice of its intention to do so, suspend its obligations to provide Transportation Services under

the Gas Transportation Agreement and/or elect to terminate the Gas Transportation Agreement

in accordance with the provisions of Clause 4.1.2 of this Schedule GTC 1 if such change of

Control occurs:

5.3.3.1 before the opinion of the relevant regulatory authority sought under Clause 5.3.2 of

this Schedule GTC 1 has been received; or

5.3.3.2 at any time after the opinion of the relevant regulatory authority sought under Clause

5.3.2 of this Schedule GTC 1 determines that the anticipated change of Control

would cause material non-compliance with the Exemption.

5.4 Successors and Assigns

Subject to the other provisions of this Clause 5, the Gas Transportation Agreement is binding

upon and is for the benefit of the respective successors in title and permitted assigns of each

Party.

40

6. FURTHER ASSURANCES

(a) Subject to paragraph (b) below, the Shipper acknowledges that the Transporter's financiers may

require the Shipper to enter into a direct agreement in connection with the Transporter's

financing arrangements. The Shipper agrees that, if so requested, it will enter into discussions

with the Transporter and the Transporter's financiers in good faith with a view to agreeing the

form of and entering into such direct agreement and any other requirements (including the

delivery of any legal opinions in relation to the capacity and authority of the Shipper) that such

financiers may have in respect of the Gas Transportation Agreement.

(b) The Shipper shall not be required to take any action in connection with paragraph (a) above if

to do so would, in the reasonable opinion of the Shipper, result in the Shipper's position under

the Gas Transportation Agreement being materially and adversely affected or restricted,

provided that for these purposes the imposition of any reasonable standstill periods or notice

requirements as are customary in the context of a direct agreement will not be considered to

materially adversely affect the Shipper's rights under the Gas Transportation Agreement.

(c) The Shipper must, at the request of the Transporter, procure that a legal opinion addressed to

the Transporter's financiers, in connection with the power and authority of the Shipper to enter

into this Agreement and any direct agreement, is delivered to the Transporter in form and

substance reasonably satisfactory to the Transporter's financiers.

41

SCHEDULE GTC 2

TERMS APPLICABLE TO FORWARD FIRM SHORT TERM CAPACITY

Not applicable.

42

SCHEDULE GTC 3

TERMS APPLICABLE TO FORWARD INTERRUPTIBLE CAPACITY

Not applicable.

43

SCHEDULE GTC 4

TERMS APPLICABLE TO COMMERCIAL REVERSE CAPACITY

Not applicable.

44

SCHEDULE GTC 5

TARIFF

1. TARIFF PRINCIPLES AND TARGET REVENUE DEFINITION

1.1 Definitions

Authorities mean jointly the Greek, Albanian and Italian energy authorities, as referenced in

the Joint Opinion.

CapEx has the meaning given to it in Clause 1.2.

Commercial Operation Date means the date on which TAP Pipeline System will be

completed and able to receive, transport and re-deliver natural gas, as referred to in the Joint

Opinion.

Economic Viability Test has the meaning given to it in Clause 3.3.1.

Expansion means an expansion of the TAP Transportation System conducted by the

Transporter for the provision of Expansion Capacity.

Expansion Capacity means capacity in the TAP Transportation System made available in

addition to Initial Capacity, up to 10 bcma, as referenced in the Joint Opinion.

Expansion Capacity Bookings has the meaning given to it in Clause 3.3.

Expansion Recovery Period means, in respect of any Expansion, the period starting on the

day on which the relevant Expansion first becomes commercially operational and ending on

the earlier of (a) the day on which the gas transportation agreements regarding the relevant

Expansion Capacity expire, and, if such gas transportation agreements expire on different days,

on the day of expiry which falls last in time and (b) the day falling 25 years after the first day

of such period.

First Booking Phase means the first booking phase to be conducted by the Transporter within

three months of a final investment decision in accordance with Article 4.1.5 of the Joint

Opinion.

Initial Capacity means the capacity constructed and made available in the first phase of the

TAP Transportation System, planned to be 10 bcma, as referenced in the Joint Opinion.

Joint Opinion means the Final Joint Opinion of the Italian, Albanian and Greek energy

regulators on TAP AG's Exemption Application, issued on 6 June 2013.

Market Test means a market test process conducted by the Transporter to assess interest of all

potential users in contracting capacity before capacity allocation in the new infrastructure takes

place, as referred to in the Joint Opinion.

OpEx has the meaning given to it in Clause 1.2.

Planned COD means, at any time, the date that is then planned to be the Commercial

Operations Date, adjusted as described in Clause 1.5 below.

Recovery Period means the 25 year period with exemption from regulated tariffs, granted by

Article 4.2 of the Joint Opinion, starting from the Commercial Operation Date.

45

Residual Initial Capacity means any share of Initial Capacity that is not reserved for long term

shippers of Shah Deniz II gas or is required to be reserved for marketing as short term Capacity

Products in accordance with the Joint Opinion.

Tariff Calculation Model has the meaning given to it in Clause 1.2.

Target IRR has the meaning given to it in Clause 1.3.

Target Revenue means the annual revenue stream, required to achieve the Target IRR by the

end of the Recovery Period, as may be recalculated upon an Expansion pursuant to Clause 3.3.3.

Total Capacity means the sum of Initial Capacity and Expansion Capacity, up to a total of 20

bcma, as referenced in the Joint Opinion.

1.2 Tariff principles

The tariff will be an amount in EUR/kWh/Gas Day/Gas Year which will be used to calculate

the charges for bookings of Reserved Capacity. The amount of the tariff will be dependent on

the Capacity Product booked and the Entry Point or Exit Point at which the Reserved Capacity

is booked. The Tariff will be calculated in accordance with this Schedule GTC 5.

The initial Tariffs will be determined in accordance with a computer model (the Tariff

Calculation Model) developed by the Transporter which based on a discounted cash flow

methodology calculates the Target Revenue. The tariffs applicable to the Initial Capacity will

be determined from the annual applicable Target Revenue in accordance with the formulae and

procedures set out in this Schedule GTC 5. The Target Revenue calculated by the Tariff

Calculation Model will be dependent upon inputs into the Tariff Calculation Model, including

the Target IRR, capital expenditure (CapEx) including development costs, operating

expenditure (OpEx), working capital and timing assumptions. Further details on these are set

out in Clauses 1.3 to 1.5 below. After final determination of these inputs, the initial Tariff will

be calculated by the Transporter using the Tariff Calculation Model.

1.3 Target IRR

The Target IRR is % on a nominal pre-tax basis. The actual project return may be higher

or lower than the Target IRR, depending on, for instance, deviations between actual costs and

the cost estimates that form the basis of the tariff calculation or deviations between the inflation

assumption above and the actual inflation applied.

1.4 Cost estimate definition for tariff purposes for the initial scope

The CapEx and OpEx estimates for the calculation of the tariff for the Initial Capacity (to be

available from the Planned COD) are calculated and will be updated according to the following:

(a) Initial estimates for the Initial Capacity are based on FEED reports prepared by the

Transporter's "Technical Service Providers".

(b) The Transporter may be required to update the project scope and specifications during

project development and may in such cases also update corresponding CapEx and

OpEx estimates for tariff calculation purposes based on the following principles:

• costs will be calculated consistent with the past practice used during FEED;

• in accordance with good industry practice;

46

• with the aim of implementing the required changes in the project scope in an

efficient manner;

• with the aim of minimising any adverse impact on the project schedule to the

extent reasonably practical;

• to include additional costs only to the extent exclusively required by necessary

scope changes;

• taking into consideration any possible costs savings;

• costs related to the construction of new entry or exit points are excluded.

(c) The Transporter expects to award main contracts for the construction of the TAP

Transportation System approximately four years prior to Planned COD. When most

such contract awards have taken place, CapEx estimates for tariff calculation purposes

will be finalised based on updated price information and no further CapEx or OpEx

changes can be made under paragraph (b) above.

(d) The Tariff applicable at the Commercial Operation Date for all shippers will be

finalised when the Planned COD is finally defined as described in Clause 1.5(c) below.

The Tariff may then be recalculated to account for (i) such final Planned COD and a

25 year project life and (ii) additional operating expenses the Transporter is estimated

to incur (if any) from the time when TAP planned to be operational until the final

Planned COD, as defined pursuant to Clause 1.5(c) below, always subject to the

principles outlined in this section.

1.5 Planned Commercial Operations Date

The Planned COD assumed for the initial cost estimates is 1 January 2019.

The Planned COD for the purposes of tariff calculation for the Initial Capacity may change due

to developments outside the scope of the TAP Transportation System, and will be defined

according to the following:

(a) The Planned COD will be updated by 31 December 2013 and a window of 36 months

will be defined by the same date, within which the final Commercial Operation Date is

scheduled to occur.

(b) The Planned COD will be updated and the corresponding window will be narrowed to

12 months five years before the then expected Planned COD and then further narrowed

to a three month window nine months before the start of the 12 month window, with

changes to the Planned COD promptly notified to Shippers.

(c) The Planned COD will be finally defined for the purposes of tariff calculation six

months in advance of the three month window and promptly notified to Shippers.

The Target Revenue will be recalculated at certain times when the Planned COD is refined,

including when the final Planned COD is known, in accordance with the principles specified in

Clause 1.4 above.

For the purposes of the cost estimation and tariff calculation in paragraphs (a) and (b) above,

the first day of the relevant time window will be the Planned COD.

47

1.6 Publication and Acceptance of the Tariff

(a) The Tariff for each Capacity Product and each Entry Point and Exit Point calculated in

accordance with this Schedule GTC 5 will be published by the Transporter on its

website. The estimated Tariff for each Capacity Product and each Entry Point and Exit

Point, calculated in accordance with this Schedule GTC 5 and taking into account the

best information and knowledge as per Clause 1.4, will be disclosed to all participants

to any booking phase, sufficiently in advance from the opening of the bidding rounds.

The same information is sent to the Authorities. The Shipper agrees that the relevant

Tariff, as published on the Transporter's website, will apply to the Reserved Capacity

bookings under this Gas Transportation Agreement.

(b) If this Gas Transportation Agreement is signed before the initial Tariffs are finalised,

the Shipper agrees that the Tariffs applicable to the Reserved Capacity booked under

this Gas Transportation Agreement will be the Tariffs notified to the Shipper by the

Transporter after the final determination of such initial Tariff in accordance with this

Schedule GTC 5.

2. TARIFF ESCALATION

2.1 Target Revenue escalation

The Tariffs will be updated annually from start of construction (being the year in which the

CapEx and OpEx estimates are finalised in accordance with paragraph (c) of Clause 1.4 above),

based on an escalation of the Target Revenue at the start of each calendar year to protect its real

value as calculated under the following formula:

𝑇𝑅𝑡 = 𝑇𝑅𝑡−1 ∙𝐷𝑡

𝐷𝑡−1∙ [𝛼 ∙ (40% ∙

𝑃𝐼𝑡−1

𝑃𝐼𝑡−2+ 60%) + 𝛽 ∙

𝑊𝑃𝐼𝑡−1

𝑊𝑃𝐼𝑡−2]

with:

TRt Target Revenue in calendar year t;

𝑇𝑅𝑡−1 Target Revenue in the calendar year t-1;

Dt Number of days in calendar year t;

Dt-1 Number of days in calendar year t-1;

PIt-1 Euro area HICP ("Harmonised Indices of Consumer Prices" as defined in the

Regulation (EU) 2016/792 of the European Parliament and of the Council of 11 May

2016 on harmonised indices of consumer prices and the house price index), as provided

by Eurostat, the statistical office of the European Union, for the month of September

in calendar year t-1;

PI t-2 Euro area HICP ("Harmonised Indices of Consumer Prices" as defined in the

Regulation (EU) 2016/792 of the European Parliament and of the Council of 11 May

2016 on harmonised indices of consumer prices and the house price index), as provided

by Eurostat, the statistical office of the European Union for the month of September in

calendar year t-2;

𝛼 Weighting factor reflecting the CapEx component in the tariff;

𝛽 Weighting factor reflecting the OpEx component in the tariff;

48

WPIt-1 Weighted average inflation index in TAP's host countries, for calendar year t-1.

WPIt-2 Weighted average inflation index in TAP's host countries, for calendar year t-2.

The Target Revenue calculation before start of escalation, TRT0 is made in the year determined

in paragraph (c) of Clause 1.4, approximately four years before the then current planned COD.

TRT0 will be 𝑇𝑅𝑡−1 in the first year of escalation. TRT0 may be recalculated in accordance with

paragraph (d) of Clause 1.4 above when Planned COD is finally defined.

The weighting factors α and β are calculated as:

𝛽 =𝑂𝑝𝐸𝑥T0

𝑂𝑝𝐸𝑥T0 + 𝐶𝑎𝑝𝐸𝑥 𝐴𝑛𝑛𝑢𝑖𝑡𝑦T0, 𝛼 = 1 − 𝛽

Where:

T0 is the year in which costs for tariff calculation purposes are fixed according to Clause

1.4(c) OpExT0 is equal to the average OpEx during the Recovery Period used in the

Tariff Calculation Model in real terms at T0, consisting of OpEx estimates for both

historic and future periods converted to T0 values using the actual historic inflation in

the host countries, as defined in the table below, for the historic periods and projected

inflation of 2% per annum for the future periods, and

CapEx Annuity T0 is equal to the annual payment that corresponds to the straight-line annuity

of the technical CapEx with a constant interest rate equal to the Target IRR over the Recovery

Period.

The weighting of the inflation index, WPI, is done according to operating expenditure allocated

to each host country in the Tariff Calculation Model, such split being equal to:

Section Inflation index applied

Weighting (sum

100%)

Greece Greek HICP ("HICPGR,y"), as published by Eurostat

for the month of September in calendar year y 𝑂𝑝𝐸𝑥𝐺𝑅,T0

𝑂𝑝𝐸𝑥T0

Albania Albanian CPI ("CPIAL,y"), as published by the

Albanian Institute of Statistics for the month of

September in calendar year y, translated into Euro

terms by applying the average of the daily official

exchange rates for each elapsed year for the month of

September of calendar year y, as published by the

Bank of Albania.

𝑂𝑝𝐸𝑥𝐴𝐿,T0

𝑂𝑝𝐸𝑥T0

Italy Italian HICP ("HICPIT,y"), as published by Eurostat

for the month of September in calendar year y 𝑂𝑝𝐸𝑥𝐼𝑇,T0

𝑂𝑝𝐸𝑥T0

where OpExGR, T0, OpExAL, T0, and OpExIT, T0 are calculated similarly to OpEx T0 above, but each

of them solely for the amounts of OpEx assigned to the relevant host country.

WPIt-1 is therefore calculated under the following formula:

49

𝑊𝑃𝐼𝑡−1 =𝑂𝑝𝐸𝑥𝐺𝑅,T0

𝑂𝑝𝐸𝑥T0∙

𝐻𝐼𝐶𝑃𝐺𝑅,𝑡−1

𝐻𝐼𝐶𝑃𝐺𝑅,T0−1+

𝑂𝑝𝐸𝑥𝐴𝐿,T0


𝐶𝑃𝐼𝐴𝐿,𝑡−1

𝐶𝑃𝐼𝐴𝐿,T0−1+

𝑂𝑝𝐸𝑥𝐼𝑇,T0


𝐻𝐼𝐶𝑃𝐼𝑇,𝑡−1

𝐻𝐼𝐶𝑃𝐼𝑇,T0−1

The above weighting factors α and β, as well as the weighting of the inflation index, WPI, will

be recalculated upon an Expansion, to reflect any change in the cost allocation.

2.2 Adjustment or replacement of indices

2.2.1 Temporary replacement

(a) If a value of PI or any inflation index required for the calculation of WPI as referred to

in the table above is not available for the end of the relevant year, then a provisional

value will be used to calculate a provisional Tariff by using the data for the nearest

period for which published data is available as if it applied to the end of the relevant

year. In such event, the relevant Monthly Statement will note that it is calculated on

the basis of provisional data.

(b) Once the correct value is available the Tariffs will be recalculated and the difference

between the amount payable on the basis of the provisional Tariffs and the amount

payable on the basis of the final Tariffs will be included as a charge or a credit on the

next Monthly Statement. If no further Monthly Statements are due to be issued under

the Gas Transportation Agreement, then the Transporter will promptly upon final

determination of the Tariff issue a final Monthly Statement in respect of the

adjustments from the provisional Tariff.

2.2.2 Permanent replacement

(a) If the Transporter at any time is of the reasonable opinion that in respect of PI or any

index required for the calculation of WPI:

i such index is permanently not available or the Transporter is unable to

determine whether it is temporarily or permanently unavailable;

ii any required value or values for such index have been computed or published

in an erroneous form; or

iii such index is changed in the basis of calculation or no longer reflects the

inflation rate in the relevant country so as to materially affect the validity of

indicator comparison over time,

then the Transporter shall have the right to notify the Shipper in writing of such

circumstances, and the Transporter and the Shipper will consult upon an adjustment to

or replacement of such index so as to achieve as closely as possible the same inflation

indexation as the parties expect would have resulted had such event not occurred.

(b) If there is a major change to the composition of the Euro area which is used to calculate

the inflation index PI, the goal of maintaining the real value of equity investments in

TAP in a major international currency shall be taken into consideration when

suggesting any replacement index.

(c) The Transporter, having consulted with the Shipper and the other Shippers and acting

as a Reasonable and Prudent Operator, may notify the Shipper of an adjustment to or

replacement of such index. Provided that the Transporter notifies all of its Shippers of

the same adjustment or replacement then (without prejudice to any approval that may

be required to be obtained by the Transporter from the Authorities), on and from the

50

date of such notice, the relevant index will be amended or replaced in accordance with

such notice.

3. FORWARD FIRM LONG-TERM CAPACITY BOOKINGS OTHER THAN INITIAL

CAPACITY BOOKINGS

3.1 First Booking Phase

To the extent there are long term capacity bookings resulting from the First Booking Phase that

can be accommodated by the Transporter without requiring any incremental investment (e.g.

using Residual Initial Capacity), these will be taken into account in the Tariff Calculation Model

in the same way as Initial Capacity Bookings, except that to the extent such long term capacity

bookings expire before the end of the Recovery Period, the Target Revenue stream will be

profiled in time according to the methodology described for Expansion Capacity Bookings in

paragraph (c) of Clause 3.3.3.

To the extent incremental investment would be necessary to satisfy binding capacity requests

under the First Booking Phase, the Transporter is required under Article 4.1.5 of the Joint

Opinion to make such incremental investments. In such case, the Economic Viability Test

described in Clause 3.3.1 which applies in the case of subsequent booking phases, does not

need to be passed. However, the Transporter will still apply the same methodology for

determining the technical solution and costs as are set out in Clause 3.3. The Target Revenue

is recalculated as under Clause 3.3.3, and the resulting Tariff to be applied will not exceed the

Tariff that would have applied with no bookings under the First Booking Phase.

3.2 Subsequent booking phases without Expansion

If Market Tests conducted after the First Booking Phase result in requests for additional

Forward Firm Long-Term Capacity that can be accommodated in the then existing available

capacity in the TAP Transportation System (taking into account the requirement to reserve

capacity for short-term products in accordance with Article 4.1.10 of the Joint Opinion), then

these will be taken into account as additional bookings in the Tariff Calculation Model to result

in a recalculated Tariff on the basis of the new capacity bookings. However, to the extent such

long term capacity bookings expire prior to the end of the Recovery Period, the Target Revenue

stream will be profiled in time according to the methodology described for Expansion Capacity

Bookings in paragraph (c) of Clause 3.3.3.

3.3 Subsequent booking phases requiring Expansion

Market Tests conducted after the First Booking Phase may result in requests for additional

capacity bookings exceeding the then installed capacity (Expansion Capacity Bookings).

TAP has foreseen Expansions up to a maximum Total Capacity of 20 bcma through the addition

of pre-defined additional compressor stations and additional compressor units within

compressor stations. Such capacity expansion entails additional life cycle costs for the TAP

Transportation System, as it requires additional CapEx, and will cause OpEx to increase as

well. Such additional costs must be remunerated by an increase in the Target Revenue.

However, the Economic Viability Test and the provisions on recalculation upon technical

completion of an Expansion in paragraphs (a) to (d) of Clause 3.3.3 ensure that unit tariffs will

not increase as a consequence of an Expansion.

3.3.1 Economic Viability Test

The methodology applied to determine whether an Expansion is economically viable

(the Economic Viability Test) is as follows:

51

(a) incremental revenue calculation: The applicable tariffs prior to the Expansion

to be evaluated are used to calculate the hypothetical revenues from each

binding Expansion Capacity Booking request in the booking phase of the

Market Test;

(b) definition of technical solution: The Transporter defines a technical solution to

provide at least the aggregate requested capacity, always taking into account

the requirement to make available at least 10% of actually built Expansion

Capacity for short-term products, in accordance with Article 4.1.10 of the Joint

Opinion. If the requested capacity would result in the TAP Transportation

System exceeding a Total Capacity of 20 bcma, a solution providing such Total

Capacity of 20 bcma shall be defined, without prejudice to the Transporter's

obligation to investigate the possibility to further expand capacity under Article

4.1.9 of the Joint Opinion;

(c) cost estimate for implementing the technical solution: The Transporter

prepares a cost estimate (CapEx, OpEx and working capital) according to the

Transporter's own methodology, which shall to the extent possible be

consistent with past practice, be in line with industry practice for a Reasonable

and Prudent Operator of pipeline infrastructure and take into account any

economies of scale. The cost estimate will be based on efficient costs;

(d) Economic Viability Test: The net present value of the cost estimates from

paragraph (c) above and hypothetical incremental revenues from paragraph (a)

above is calculated in the Tariff Calculation Model, applying Target IRR as

the discount factor. If Total Capacity of 20 bcma is not sufficient to meet

demand, only bookings that can be accommodated by the defined technical

solution are taken into account, according to the prioritisation under paragraph

(e) below. If the resulting NPV is negative, the Transporter shall investigate

whether a technical solution meeting only part of the demand could result in a

positive NPV, and also on a reasonable efforts basis discuss with the

participants in the booking phase any changes to the respective bookings or

other commercial solutions that would enable a positive NPV. If there is still

no solution with a positive NPV, the Transporter considers the Economic

Viability Test failed, and will inform the Authorities of this situation. Unless

the ensuing process involving an independent third party opinion described in

Article 4.1.8 of the Joint Opinion results in a different outcome, there will be

no Expansion resulting from the Market Test; and

(e) congestion management: In the event that the chosen technical solution cannot

satisfy all binding requests for Expansion Capacity Bookings, then the net

present value ("NPV") of the hypothetical revenues from each binding

Expansion Capacity Booking request under paragraph (a) above is calculated

with Target IRR as the discount factor. The booking requests are then

prioritised according to NPV divided by the amount of yearly capacity

requested, with booking requests with the highest NPV per capacity unit being

allocated capacity first. If two or more booking requests have the same ratio

of NPV/yearly capacity and these booking requests are due to be allocated

capacity in accordance with the prioritisation procedures, but there is

insufficient Expansion Capacity remaining to fulfil each such booking, then

auction procedures (to be defined in the appropriate guidelines) will be applied

to prioritise between these booking requests. After all capacity bookings with

priority have been satisfied in full, the Transporter will reduce the capacity for

52

the marginal booking to the level that can be fulfilled by the chosen technical

solution. If the guidelines governing the Market Test in question gives the

relevant shipper the right to withdraw its capacity booking if it is not allocated

its requested capacity in full, and the marginal shipper exercises this right, then

the Transporter will repeat the Economic Viability Test, including defining a

new technical solution, on the basis of the capacity bookings received during

the Market Test excluding the booking of the withdrawing shipper.

3.3.2 Expansion rate of return

For the purposes of the Economic Viability Test and the subsequent Target Revenue

recalculation, the Target IRR of % on a nominal pre-tax basis is applied over the

Expansion Recovery Period. However, in order to reflect the assumed lower risk of an

Expansion investment compared to the initial investment, as called for by the Joint

Opinion, the Transporter will also treat any Expansion Capacity Bookings going

beyond the end of the Recovery Period as if the TAP tariff would continue to apply,

knowing that a regulated tariff regime is expected to apply after the end of the Recovery

Period, resulting in an unknown, but presumably lower actual rate of return on such

Expansion investments than on the initial investment.

3.3.3 Target Revenue and Tariff recalculation upon Expansion

After passing the Economic Viability Test, the recalculation of the Target Revenue and

the Tariff to be applied from the beginning of an Expansion Recovery Period shall be

done as follows:

(a) the Target Revenue stream calculated without the Expansion is maintained

unchanged in the calculations;

(b) the hypothetical revenue from the Expansion bookings after the Economic

Viability Test and the applicable tariffs prior to the Expansion is used as an

initial assumption for the incremental Target Revenue of the Expansion. This

interim incremental Target Revenue stream is compared with the

corresponding incremental life cycle costs for the Expansion. This interim

incremental Target Revenue assumption is then iterated until the incremental

expansion revenues and costs achieve the Target IRR by the end of the

Expansion Recovery Period (ie the Tariff Calculation Model finds an

incremental Target Revenue stream that yields an incremental NPV of zero

with a discount factor equal to the Target IRR). The application of lower or

equal tariffs is imposed as a boundary condition to the Target Revenue

calculations and the total Target Revenue stream will thus result in a unit tariff

profile that is lower or equal to the unit tariffs that would apply without

expansion;

(c) in order to avoid unit tariffs going up again due to the expiry of Expansion

Capacity Bookings, the incremental Target Revenue stream calculated in

paragraph (b) above will be reprofiled whenever any Expansion Capacity

Bookings expire prior to the end of the Recovery Period. In such cases, the

Target Revenue stream will be profiled in time so as to prevent any increase in

unit tariffs due to falling booking levels until the end of the Recovery Period.

The underlying assumption on incremental Target Revenue for the Expansion,

with both positive and negative values, is iterated and convergence is achieved

when this incremental Target Revenue stream, combined with the incremental

life cycle costs for the Expansion, achieves the Target IRR by the end of the

53

Recovery Period or the Expansion Recovery Period, whatever comes last, and

when this is not possible when the maximum tariffs allowed have been applied;

and

(d) upon technical completion of an Expansion, as specified in the guidelines of

the relevant Market Test, the Transporter will recalculate the Target Revenue

and the Tariff on the basis set out in paragraphs (b) to (c) above, based on actual

incremental CapEx incurred, final estimates of incremental OpEx and the

actual commercial start date for the expanded capacity. The information

included in such recalculation may be subject to review by an independent third

party on the initiative of the Authorities.

The Target Revenue stream from the start of the Expansion Recovery Period will be equal to

the sum of (i) the incremental Target Revenue stream from (b) to (d) above and (ii) the Target

Revenue stream calculated without the Expansion. The Tariffs calculated will be notified to

the Shipper by the Transporter and will be published on the Transporter's website following

completion of the Expansion. The revised Tariffs will apply to both new and existing capacity

bookings on and from the date notified to Shippers by the Transporter, being at the earliest the

actual date for commercial availability of the expanded capacity.

3.4 Regular auctions

In addition to the Market Tests, the Transporter will provide all available capacity to the market

through regular auctions. Capacity Products sold under such conditions will not lead to any

investment obligation for the Transporter and will also not lead to a recalculation of Target

Revenue. Income generated by such means, leading to the revenues of the Transporter

exceeding Target Revenue, will be redistributed as described in Clause 5.

4. ENTRY AND EXIT TARIFFS

The following section defines the relevant entry and exit Tariffs applicable at each

Interconnection Point as an entry and exit point, depending on the Capacity Product booked by

the Shipper.

4.1 Forward Firm Long-Term Capacity

The fee structure for Forward Firm Long-Term Capacity in the TAP Transportation System

follows an entry-exit system, so that Shippers will pay Tariffs in respect of each entry capacity

booking and each exit capacity booking they make. The initial technical scope for the TAP

Transportation System only includes an entry point at the Greek-Turkish border (Kipoi) and an

exit point in Italy (province of Lecce). However, the Tariff for any current or future entry or

exit point will be calculated according to the following methodology:

Entry tariff (same tariff for all entry points):

𝑇𝑓𝑤𝑑,𝑒𝑛𝑡𝑟𝑦,𝑡 = (50% 𝑇𝑅𝑡 ) [1

∑ (𝐶𝑓𝑤𝑑,𝑒𝑛𝑡𝑟𝑦,𝑡,𝑗)𝑛𝑗=1

]

where:

Tfwd,entry,t Forward entry tariff at every entry point, in EUR/KWh/Gas Day/Gas Year

TRt Target Revenue for the specific tariff calculation year t, in EUR

54

Cfwd,entry,t,j Total Initial Capacity Bookings and Expansion Capacity Bookings for Forward

Firm Capacity for entry at each entry point, j during the specific tariff

calculation year, in KWh/Gas Day.

j Denotes the unique serial number indicating the entry or exit points within the

TAP pipeline system. Entry/exit points are assigned unique serial numbers, 1

being assigned to the easternmost entry/exit point and n to the westernmost

one.

n Total number of entry points in the TAP Transportation System.

Exit tariff (separate tariff for each exit point, x):

𝑇𝑓𝑤𝑑,𝑒𝑥𝑖𝑡,𝑡,𝑥 = (50% 𝑇𝑅𝑡 ) [𝐿𝑓𝑤𝑑,𝑥

∑ (𝐶𝑓𝑤𝑑,𝑒𝑥𝑖𝑡,𝑡,𝑗 𝐿𝑓𝑤𝑑,𝑗)𝑛𝑗=1

]

where:

Tfwd,exit,t,x Forward exit tariff at exit point x, in EUR/KWh/Gas Day/Gas Year


Cfwd,exit,t,j Total Initial Capacity Bookings and Expansion Capacity Bookings for Forward

Firm Capacity for exit at each exit point j during the specific tariff calculation

year, in KWh/Gas Day.

Lfwd,x Pipeline length from easternmost entry/exit point to exit point x.

Lfwd,j Pipeline length from easternmost entry/exit point to each exit point, j where

forward flow exit capacity is booked for the specific tariff calculation year




one.


If as a result of a Market Test, the application of the Entry and Exit tariff formulas above would

lead to an increase of the combined entry and exit tariff(s) applicable to any individual existing

bookings, as compared to the case without the Market Test, then the formulas above will be

applied only to the extent that they do not cause such increase in tariffs applicable to any

Shipper. By way of example, in a case where an Economic Viability Test results in an NPV of

zero, no unit tariffs will change compared to what would have been the case without the Market

Test in question.

4.2 Forward Firm Short-Term Capacity

The fee structure for Forward Firm Short-Term Capacity through the TAP Transportation

System follows an entry-exit system, so that Shippers will pay charges in respect of each entry

capacity booking and each exit capacity booking they make. The following Forward Firm

Short-Term Capacity products are available in the TAP Transportation System:

• Forward Firm Yearly Capacity

55

• Forward Firm Quarterly Capacity

• Forward Firm Monthly Capacity

• Forward Firm Daily Capacity

which can be combined in any combination of the above.

In respect of each entry and exit point for each of the Capacity Products indicated above, the

related entry and exit charges are determined through auctions run according to the provisions

of the Network Code. The Reserve Price to be used by the Transporter for these auctions is

calculated by applying the coefficients shown in the Table 1 below to the entry and exit Tariffs

at the relevant Interconnection Point for Forward Firm Long-Term Capacity (Tfwd,entry,t and

Tfwd,exit,t,x) indicated in Clause 4.1, and adapted according to the duration of each Capacity

Product for auction in accordance with Article 4.1.10 of the Joint Opinion:

Table 1

Multiplicative coefficients of the yearly, quarterly, monthly and daily charges for the

respective products

Yearly Quarterly Monthly Daily

1 1.1 1.2 1.4

4.3 Forward-Day-Ahead Interruptible Capacity

The fee structure for Forward Day-Ahead Interruptible Capacity through the TAP

Transportation System follows an entry-exit system, so that Shippers will pay charges in respect

of each entry capacity booking and each exit capacity booking they make via the daily auctions

for Forward Day-Ahead Interruptible Capacity run according to the provisions of the Network

Code in compliance with the use-it-or-lose-it requirements of Article 4.7.1 of the Joint Opinion.

The Reserve Price to be used by the Transporter for these auctions is calculated by applying the

coefficient shown below to the entry and exit Tariffs at the relevant Interconnection Point for

Forward Firm Long-Term Capacity (Tfwd,entry,t and Tfwd,exit,t,x) indicated in Clause 4.1:

Daily

0.7

4.4 Commercial Reverse Capacity

The fee structure for Commercial Reverse Capacity through the TAP Transportation System

imposed by Article 4.4 of the Joint Opinion does not allow for entirely separate entry and exit

bookings, and shippers must book Commercial Reverse Capacity as a combination of specific

entry points and exit points. Nomination for these linked entry and exit capacities must be

performed in the combinations booked and have to be kept separate from the nomination of all

other types of capacity in the TAP Pipeline System in the combinations booked. However,

Shippers will still pay charges in respect of each entry capacity booking and each exit capacity

booking they make. The base capacity tariff (Trev,entry,t and Trev,exit,t,x) applicable to any Capacity

Product offered as Commercial Reverse Capacity (being an interruptible product) will be 5%

of the equivalent Forward Flow Capacity Product, calculated as follows.

56

Entry tariff (same tariff for all reverse flow entry points):

𝑇𝑟𝑒𝑣,𝑒𝑛𝑡𝑟𝑦,𝑡 = 5% (50% 𝑇𝑅𝑡 ) [1

∑ (𝐶𝑓𝑤𝑑,𝑒𝑛𝑡𝑟𝑦,𝑡,𝑗 )𝑛𝑗=1

]

Exit tariff (separate tariff for each exit point, x):

𝑇𝑓𝑤𝑑,𝑒𝑥𝑖𝑡,𝑡,𝑥 = (50% 𝑇𝑅𝑡 ) [𝐿𝑓𝑤𝑑,𝑥

∑ (𝐶𝑓𝑤𝑑,𝑒𝑥𝑖𝑡,𝑡,𝑗 𝐿𝑓𝑤𝑑,𝑗)𝑛𝑗=1

]

where:

Trev,entry,t Reverse entry tariff at every entry point, in EUR/KWh/Gas Day/Gas Year

Trev,exit,t,x Reverse exit tariff at exit point x, in EUR/KWh/Gas Day/Gas Year


Cfwd,entry,t,j Total Initial Capacity Bookings and Expansion Capacity Bookings for Forward

Firm Capacity for entry at each entry point, j during the specific tariff

calculation year, in KWh/Gas Day.

Lrev,x Pipeline length from westernmost entry/exit to exit point x.

Lfwd,j Pipeline length from easternmost entry/exit point to each exit point j where

forward flow exit capacity is booked for the specific tariff calculation year, in

same units as Lrev,x.




one.


The following Commercial Reverse Capacity products are available in the TAP Transportation

System:

• Reverse Yearly Capacity

• Reverse Quarterly Capacity

• Reverse Monthly Capacity

• Reverse Daily Capacity

which can be combined in any combination of the above.

In respect of each entry and exit point for each of the Capacity Products indicated above, the

related entry and exit charges are determined through auctions run according to the provisions

of the Network Code. The Tariff to be used as the Reserve Price by the Transporter for these

auctions is calculated by applying the coefficients shown in the Table 2 below to the entry and

exit Tariffs at the relevant Interconnection Point for Commercial Reverse Capacity (Trev,entry,I

57

and Trev,exit,j) according to the duration of each Capacity Product for auction as indicated in table

2.

Table 2:

Multiplicative coefficients of the yearly, quarterly, monthly and daily charges for the

respective products

Yearly Quarterly Monthly Daily

1 1.1 1.2 1.4

4.5 Physical Reverse Capacity and other products

In accordance with the Joint Opinion, Art. 4.4.6, the Transporter will ensure that physical

reverse flow for emergency operations can be provided. Physical reverse capacity is not offered

as a commercial product, and hence a fee structure for such capacity is not defined. Should a

need for a commercial product arise, the Tariff Code will be amended accordingly.

5. REDISTRIBUTION MECHANISM

The Transporter's Target Revenue is expected to be provided by the performance of the

long-term ship-or-pay contracts underpinning investments in the TAP Transportation System.

The marketing of other available capacity can, however, be expected to generate additional

revenues. As the amount of such additional revenues cannot be reliably estimated in advance,

they do not contribute to the setting of the tariff level, but are instead subject to a redistribution

mechanism.

5.1 Timing of redistribution

Redistribution of additional revenues shall be performed annually, after calculation by the

Transporter of the amounts to be redistributed. The redistribution amount for the period January

to December is evaluated in the following February (following invoices for December paid by

end January), and credit notes sent out as soon as practicable (with the Monthly Statement in

March). For the avoidance of doubt, shippers whose contracts have expired at the time credit

notes are issued but were valid at the beginning of the redistribution period are also eligible for

receiving redistributed revenues.

5.2 Determination of additional revenues to be redistributed

The additional revenues for redistribution fall into one of three categories, with separate

treatment as follows:

(a) any revenue from the auction premiums resulting from auction procedures under

Market Tests or auctioning of Commercial Reverse Capacity products (Articles 4.3 and

4.4 of the Joint Opinion) is transferred to a special fund at the disposal of the Authorities

for further redistribution in accordance with Article 4.7.10 of the Joint Opinion. The

exact procedures of such mechanism will be defined by the Authorities by the date of

the Transporter's commercial operation;

(b) any revenue from auctions for Forward Day-Ahead Interruptible Capacity will be

redistributed to the Shippers holding Forward-Firm Long-Term Capacity. The exact

procedures for such redistribution will be defined in the Network Code;

58

(c) all other revenue in excess of the Target Revenue in the redistribution period received

by the Transporter from Capacity Products will be redistributed to Shippers. For the

avoidance of doubt, and to the extent allowed by applicable law in force at a given time,

any revenue resulting from an auction premium under regular auctions of forward flow

capacity would be included in such remaining revenue. The allocation of the amount

determined to be redistributed shall be done according to the principle that the Tariff is

hypothetically recalculated based on all capacity actually booked and paid for in the

redistribution period, while keeping Target Revenue constant, with the excess revenue,

if any, being allocated between the Shippers pro rata to the difference between the

amount paid on the basis of the actual Tariff and the amount that they would have paid

according to the hypothetically calculated Tariff.

1

ANNEX VI

FORM RELATING TO THE ASSESSMENT ON THE COMPATIBILITY OF THE

BINDING BIDS WITH THE CAPACITY CAPS PROVIDED BY PARAGRAPH 4.7 OF THE FINAL JOINT OPINION (“FJO”)

1. INTRODUCTION 1.1 The purpose of this Form This form specifies the information that must be provided to the relevant Authorities by the Participants in Trans Adriatic Pipeline’s (TAP) Market Test process, pursuant to the Market Test Guidelines of TAP (Market Test Guidelines) and the binding rules applicable to the Binding Phase of the 2019 Market Test of TAP as set out in the Project Proposal as approved by the Authorities) and accompanying documentation, including TAP’s Binding Phase Notice published on 17 May 20211, in order to obtain a non-objection from the Italian Regulatory Authority for Energy, Networks and Environment (ARERA) on the compatibility of the Binding Bids of the Participants with the capacity caps set by paragraph 4.7.3 of the FJO. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Project Proposal and Binding Phase Notice. Participants to TAP AG’s Market Test shall provide to ARERA the information set out hereinbelow, as well as any other information that ARERA may deem to be relevant for this purpose. At the moment of submission of the Registration Form, the Applicant acknowledges its obligation to engage in capacity caps review assessment with the relevant Authorities (ARERA in Italy, RAE in Greece and ERE in Albania) and submit the information required under this form to the relevant Authority by no later than the end of Bid Submission Window as shown in TAP’s Binding Phase Notice. The Declaration of No Objection by the Authorities (as annexed to TAP’s Binding Phase Notice) must be submitted to TAP by the Participant no later than by the last date for GTA signature, in accordance with Section D of the Project Proposal and Section 4 of TAP’s Binding Phase Notice. The receipt by TAP of the Declaration of No Objection by the Authorities within the deadline, is a pre-condition to TAP counter-signing the GTAs. In order to ensure a smooth process, it is therefore essential that ARERA is provided, in a timely fashion, with all the information required to carry out its assessment. 1.2 Requests for waivers You may request in writing to the relevant Authority dispensation (waivers) to provide some of the requested information, in the following cases:

1) if such information is not reasonably available to you in part or in whole, 2) if you consider that any particular information required, may not be necessary for ARERA’s

assessment. Any request must be duly reasoned. 2. INFORMATION ABOUT THE PARTICIPANTS

1 Please find all necessary documentation at TAP’s Market Test webpage (link)


2

Please provide: 2.1. name of the undertaking concerned; 2.2. name of the group the undertaking concerned belongs to; 2.3. name, address, telephone number and e-mail address of, and position held by, the contact person; 2.4. if one or more authorized external representatives of the undertaking are appointed, the contact details of the representative(s) to which communications from ARERA can be addressed. 3. INFORMATION ON MARKET SHARES

3.1 Gas imports (including both pipeline and LNG imports) to Italy For each of the last two consecutive years 2020 and 2019, please provide: 3.1.1. your gas imports to Italy in value (in euros) and volume (Mm3), an estimate of your undertaking’s market share and an estimate of the aggregate market shares for all the entities belonging to the same group your company is part thereof. The aggregate market shares shall be calculated by adding together the respective market shares of the following: (a) the undertaking concerned; (b) those undertakings in which the undertaking concerned directly or indirectly:

1) owns more than half the capital or business assets, or 2) has the power to exercise more than half the voting rights, or 3) has the power to appoint more than half the members of the supervisory board, the

administrative board or bodies legally representing the undertakings, or 4) has the right to manage the undertaking's affairs;

(c) those undertakings which have in the undertaking concerned the rights or powers listed in (b); (d) those undertakings in which an undertaking as referred to in (c) has the rights or powers listed in (b); (e) those undertakings in which two or more undertakings as referred to in (a) to (d) jointly have the rights or powers listed in (b); 3.1.2. an estimate of the total amount of gas imports to Italy in value (in euros) and volume (Mm3) based on which you have calculated the above market shares. In providing this information, please also indicate the basis and sources for the calculations and provide documents where available to confirm these calculations.

3.2 Sales on the Italian market for wholesale supply of gas In order to reply to the below questions, please take into account all gas sales (including LNG) made to resellers and traders in Italy with the exclusion of gas supplies made to end-customers in Italy (volumes to eligible customers that subsequently sell these volumes, e.g., LNG, to other eligible customers should be included in this section) With respect to the afore-mentioned market and for each of the last two consecutive years, please provide: 3.2.1. your sales in value (in euros) and volume (Mm3), an estimate of your undertaking’s market shares and an estimate of the aggregate market shares for all the entities belonging to the same group your company is part thereof. The aggregate market shares shall be calculated according to point 3.1.1 above. 3.2.2 an estimate of the total amount of gas wholesale sales to Italy in value (in euros) and volume (Mm3) based on which you have calculated the above market shares. In providing this information, please also indicate the basis and sources for the calculations and provide documents where available to confirm these calculations. 3.3 Retail supply of gas (including supplies to individual households and industries) In order to reply to the below questions, please take into account all gas sales made only to end-

customers in Italy.

3

With respect to the aforementioned market and for each of the last two consecutive years, please provide: 3.3.1. your sales in value (in euros) and volume (Mm3), an estimate of your undertaking’s market shares and an estimate of the aggregate market shares for all the entities belonging to the same group your company is part thereof. The aggregate market shares shall be calculated according to point 3.1.1 above. 3.3.2 an estimate of the total amount of gas retail sales to Italy in value (in euros) and volume (Mm3) based on which you have calculated the above market shares. In providing this information, please also indicate the basis and sources for the calculations and provide documents where available to confirm these calculations. 4. FINAL DECLARATION The information provided to ARERA in accordance with this form must conclude with the following declaration which is to be signed by or on behalf of the undertaking submitting the information: "The submitting party or parties declare that, to the best of their knowledge and belief, the information given in this from is true, correct, and complete, that all estimates are identified as such and are their best estimates of the underlying facts, and that all the opinions expressed are sincere." 5. CONFIDENTIALITY If you believe that your interests would be harmed if any of the information you are asked to supply were to be published or otherwise divulged to other parties, submit this information with each page clearly marked "Business Secrets". The information provided to ARERA in accordance with this form must be submitted to the following email address: [email protected]


1

ANNEX VI


BINDING BIDSWITH THE CAPACITY CAPS PROVIDED BY PARAGRAPH 4.7 OF THE

FINAL JOINT OPINION (“FJO”)

1. INTRODUCTION

1.1 The purpose of this Form

This form specifies the information that must be provided to the relevant Authorities by the

Participants in Trans Adriatic Pipeline’s (TAP) Market Test process, pursuant to the Market Test

Guidelines of TAP (Market Test Guidelines) and the binding rules applicable to the Binding Phase

of the 2019 Market Test of TAP as set out in the Project Proposal (as approved by the Authorities)

and accompanying documentation, including TAP’s Binding Phase Notice published on 17 May

20211 in order to obtain a non-objection from the Regulatory Authority for Energy (RAE) on the

compatibility of the Binding Bids of the Participants with the capacity caps set by paragraph 4.7.6 of

the FJO. Capitalized terms not otherwise defined herein shall have the meanings given to them in the

Project Proposal and TAP’s Binding Phase Notice.

Participants to TAP AG’s Market Test shall provide to RAE the information set out hereinbelow, as

well as any other information that RAE may deem to be relevant for this purpose.

At the moment of submission of the Registration Form, the Applicant acknowledges its obligation to

engage in capacity caps review assessment with the relevant Authorities (ARERA in Italy, RAE in

Greece and ERE in Albania) and submit the information required under this form to the relevant

Authority by no later than the end of Bid Submission Window as shown in TAP’s Binding Phase

Notice.

The Declaration of No Objection by the Authorities (as annexed to TAP’s Binding Phase Notice)

must be submitted to TAP by the Participant no later than by the last date for GTA signature, in

accordance with Section D of Project Proposal and Section 4 of TAP’s Binding Phase Notice. The

receipt by TAP of the Declaration of No Objection by the Authorities within the deadline is a pre-

condition to TAP counter-signing the GTAs.

In order to ensure a smooth process, it is therefore essential that ARERA is provided, in a timely

fashion, with all the information required to carry out its assessment.

1.2 Requests for waivers

You may request in written form to the relevant Authority dispensation (waivers) to provide some of

the requested information, in the following cases:

1) if such information is not reasonably available to you in part or in whole,



2

2) if you consider that any particular information required, may not be necessary for RAE’s

assessment.

Any request must be duly reasoned.

2. INFORMATION ABOUT THE PARTICIPANT

Please provide:

2.1. name of the undertaking concerned;

2.2. name of the group the undertaking concerned belongs to;

2.3. name, address, telephone number and e-mail address of, and position held by, the contact person;

2.4. if one or more authorized external representatives of the undertaking are appointed, the contact

details of the representative(s) to which communication from RAE can be addressed.

3. INFORMATION ON MARKET SHARES

3.1 Gas imports (including both pipeline and LNG imports) to Greece

For each of the last two consecutive years 2020 and 2019, please provide:

3.1.1. your gas imports to Greece in value (in Euros) and volume (Mm3), an estimate of your

undertaking’s market shares and an estimate of the aggregate market shares for all the entities

belonging to the same group your company is part thereof. The aggregated market shares shall be

calculated by adding together the respective market shares of the following:

(a) the undertaking concerned;

(b) those undertakings in which the undertaking concerned directly or indirectly:

1) owns more than half the capital or business assets, or

2) has the power to exercise more than half the voting rights, or

3) has the power to appoint more than half the members of the supervisory board, the

administrative board or bodies legally representing the undertakings, or

4) has the right to manage the undertaking's affairs;

(c) those undertakings which have in the undertaking concerned the rights or powers listed in (b);

(d) those undertakings in which an undertaking as referred to in (c) has the rights or powers listed in

(b);

(e) those undertakings in which two or more undertakings as referred to in (a) to (d) jointly have the

rights or powers listed in (b);

3.1.2. an estimate of the total amount of gas imports to Greece in value (in Euros) and volume (Mm3)

based on which you have calculated the above market shares. In providing this information, please

also indicate the basis and sources for the calculations and provide documents where available to

confirm these calculations.

3.2 Sales on the Greek market for wholesale supply of gas

In order to reply to the below questions, please take into account all gas sales (including LNG)

made to resellers and traders in Greece with the exclusion of gas supplies made to end-customers

in Greece (volumes to eligible customers that subsequently sell these volumes, e.g., LNG, to other

eligible customers should be included in this section)

With respect to the afore-mentioned market and for each of the last two consecutive years 2020 and

2019, please provide:

3.2.1. your sales in value (in Euros) and volume (Mm3), an estimate of your undertaking’s market

shares and an estimate of the aggregate market shares for all the entities belonging to the same group

your company is part thereof. The aggregate market shares shall be calculated according to point 3.1.1

above.

3

3.2.2 an estimate of the total amount of gas wholesale sales to Greece in value (in euros) and volume

(Mm3) based on which you have calculated the above market shares. In providing this information,

please also indicate the basis and sources for the calculations and provide documents where available

to confirm these calculations.

3.3 Retail supply of gas (including supplies to individual households and industries)

In order to reply to the below questions, please take into account all gas sales made only to end-

customers in Greece



3.3.1. your sales in value (in Euros) and volume (Mm3), an estimate of your undertaking’s market



above.

3.3.2 an estimate of the total amount of gas retail sales to Greece in value (in euros) and volume




4. FINAL DECLARATION

The information provided to RAE in accordance with this form must conclude with the following

declaration which is to be signed by or on behalf of the undertaking submitting the information:

"The submitting party or parties declare that, to the best of their knowledge and belief, the

information given in this from is true, correct, complete, that all estimates are identified as such and

are their best estimates of the underlying facts, and that all the opinions expressed are sincere."

5. CONFIDENTIALITY

If you believe that your interests would be harmed if any of the information you are asked to supply

were to be published or otherwise divulged to other parties, submit this information with each page

clearly marked as “Business Secret”.

The information provided to RAE in accordance with this form must be submitted to the

following email address: [email protected]


1

ANNEX VI


BINDING BIDS WITH THE CAPACITY CAPS PROVIDED BY PARAGRAPH 4.7 OF

THE FINAL JOINT OPINION (“FJO”)

1. INTRODUCTION

1.1 The purpose of this Form

This form specifies the information that must be provided to the relevant Authorities by the

Participants in Trans Adriatic Pipeline’s (TAP) Market Test, pursuant to the Market Test Guidelines

of TAP (Market Test Guidelines) and the binding rules applicable to the Binding Phase of the 2019

Market Test of TAP as set out the Project Proposal (as approved by the Authorities) and

accompanying documentation including TAP’s Binding Phase Notice published on 17 May 20211 in

order to obtain a non-objection from the Albanian Energy Regulatory Authority (ERE) on the

compatibility of the Binding Bids of the Participants with the capacity caps set by paragraph 4.7.9 of

the FJO. Capitalized terms not otherwise defined herein shall have the meanings given to them in the

Project Proposal and TAP’s Binding Phase Notice.

Participants to TAP AG’s Market Test shall provide to ERE the information set out below, as well as

any other information that ERE may deem to be relevant for this purpose.

At the moment of submission of the Registration Form, the Applicant acknowledges its obligation to

engage in Capacity Caps review assessment with the relevant Authorities (ARERA in Italy, RAE in

Greece and ERE in Albania) and submit the information required under this form to the relevant

Authority by no later than the end of Bid Submission Window as shown in TAP’s Binding Phase

Notice.

The Declaration of No Objection by the Authorities (as annexed to TAP’s Binding Phase Notice)

must be submitted to TAP by the Participant no later than by the last date for GTA signature, in

accordance with Section D of the Project Proposal and Section 4 of TAP’s Binding Phase Notice.

The receipt by TAP of the Declaration of No Objection by the Authorities within the deadline, is a

pre-condition to TAP counter-signing the GTAs.

In order to ensure a smooth process, it is therefore essential that ERE is provided, in a timely fashion,

with all the information required to carry out its assessment.

1.2 Requests for waivers

You may request in writing to the relevant Authority dispensation (waivers) to provide some of the

requested information, in the following cases:

1) If such information is not reasonably available to you in part or in whole,

2) If you consider that any particular information required, may not be necessary for the ERE

assessment.

Any request must be duly reasoned.



2

2. INFORMATION ABOUT THE PARTICIPANTS

Please provide:

2.1 Name of the undertaking concerned;

2.2 Name of the group the undertaking concerned belongs to;

2.3 Name, address, telephone number and e-mail address of, and position held by, the contact person;

2.4 If one or more authorized external representatives of the undertaking are appointed, the contact

details of the representative(s) to which communications from ERE can be addressed.

3. INFORMATION ON MARKET SHARES

3.1 Gas imports to Albania

For each of the last two consecutive years 2020 and 2019, please provide:

3.1.1. Your gas imports to Albania in value (in Euros) and volume (Mm3), an estimate of your

undertaking’s market shares and an estimate of the aggregate market shares for all the entities

belonging to the same group your company is part thereof. The aggregate market shares shall be

calculated by adding together the respective market shares of the following:

(a) the undertaking concerned;

(b) those undertakings in which the undertaking concerned directly or indirectly:

1) owns more than half of the capital or business assets, or

2) has the power to exercise more than half the voting rights, or

3) has the power to appoint more than half the members of the supervisory board, the

administrative board or bodies legally representing the undertakings, or

4) has the right to manage the undertaking's affairs;

(c) those undertakings which have in the undertaking concerned the rights or powers listed in (b);

(d) those undertakings in which an undertaking as referred to in (c) has the rights or powers listed in

(b);

(e) those undertakings in which two or more undertakings as referred to in (a) to (d) jointly have the

rights or powers listed in (b);

3.1.2. An estimate of the total amount of gas imports to Albania in value (in euros) and volume (Mm3)

based on which you have calculated the above market shares. In providing this information, please

also indicate the basis and sources for the calculations and provide documents where available to

confirm these calculations.

3.2 Sales on the Albanian market for wholesale supply of gas

In order to reply to the below questions, please take into account all gas sales made to resellers and

traders in Albania with the exclusion of gas supplies made to end-customers in Albania



3.2.1 Your sales in value (in Euros) and volume (Mm3), an estimate of your undertaking’s market



above.

3.2.2 An estimate of the total amount of gas wholesale sales to Albania in value (in Euros) and volume


3



3.3 Retail supply of gas (including supplies to individual households and industries)

In order to reply to the below questions, please take into account all gas sales made only to end-

customers in Albania.

With respect to the aforementioned market and for each of the last two consecutive years 2020 and


3.3.1 Your sales in value (in Euros) and volume (Mm3), an estimate of your undertaking’s market



above.

3.3.2 An estimate of the total amount of gas retail sales to Albania in value (in Euros) and volume




4. FINAL DECLARATION

The information provided to ERE in accordance with this form must conclude with the following

declaration which is to be signed by or on behalf of the undertaking submitting the above information:

"The submitting party or parties declare that, to the best of their knowledge and belief, the

information given in this from is true, correct, and complete, that all estimates are identified as such

and are their best estimates of the underlying facts, and that all the opinions expressed are sincere."

5. CONFIDENTIALITY

If you believe that your interests would be harmed if any of the information you are asked to supply

were to be published or otherwise divulged to other parties, submit this information with each page

clearly marked "Business Secrets".

The information provided to ERE in accordance with this form must be submitted to the

following email address: [email protected]


ANNEX VII

Declaration of No Objection by the Authorities

In accordance with TAP’s Market Test Guidelines and the rules applicable to the Binding Phase of TAP’s

2019 Market Test set out in the Project Proposal (as jointly approved by ARERA, RAE and ERE) and related

documentation (including the Binding Phase Notice), the Authorities will need to evaluate the compliance of

the Binding Bids submitted by Participants to TAP with the Capacity Caps regime. Capitalized terms not

otherwise defined hereunder shall have the meanings given to them under TAP’s Binding Phase Notice.

The Participant is responsible for obtaining the relevant Authority’s non-objection regarding the compliance

of their Binding Bids with the Capacity Caps and must provide TAP AG with confirmation that the relevant

Authority has not objected to the Participant’s information submitted as required under the Capacity Cap

Form (as attached in the Annexes Section to TAP’s Binding Phase Notice). The submission of this Declaration

of No Objection by Authorities (signed and dated) to TAP AG amounts to providing such confirmation. Par-

ticipants should submit this Declaration of No Objection by the Authorities to TAP AG no later than the final

date for GTA signature, as set out in Section D of the Project Proposal and Section 4 of TAP’s Binding Phase

Notice.

The Participant acknowledges that failure to provide this Declaration of No Objection will prevent TAP AG

from signing the Gas Transportation Agreement with the Participant. The Declaration of No Objection by the

Authorities is a pre-requisite for GTA signature.

Therefore:

The Participant declares that the relevant Authority [⚫] [Note to Participants: specify Authority depending

on country/market]: [please tick the applicable box]

has taken a decision that the Participant’s Binding Bid is compatible with the Capacity Cap as set out

in Section [4.7.3], [4.7.6] and [4.7.9] of the FJO [Note to Participants: delete section reference as

appropriate for the country/market concerned].

Or:

has given a tacit approval by not raising any concerns related to the compliance of the information

submitted by the Participant as required under the Capacity Cap Form with the Capacity Caps set out

in Section [4.7.3], [4.7.6] and [4.7.9] of the FJO [Note to Participants: delete section reference as

appropriate for the country/market concerned].

I, properly authorized to act on behalf of the Participant, hereby declare on behalf of the Participant that the

information herein is true.

Participant

_____________________________________________________________________

By: ______________________________

Date: ______________________________

Signature:

1

Annex VIII Confidentiality Agreement

THIS AGREEMENT is made on the [●] day of [●] [year] (hereinafter the "Effective Date") by and between

• Trans Adriatic Pipeline AG, a company duly organized and existing under the laws of Switzerland ("TAP AG"), with an office in Lindenstrasse 2, 6340 Baar, Switzerland, and

• [●], a company duly organized and existing under the laws of [●] with its registered office located at [●] (the "Applicant").

TAP AG and the Applicant are hereinafter together referred to as "Parties" or individually as a "Party".

1. TAP AG is developing the potential expansion of the Trans Adriatic Pipeline (TAP) Project, involving potential increases of the technical capacity at interconnection points along the TAP pipeline route (the Incremental Capacity Project). TAP AG has published the joint Project Proposal (approved by the Authorities) and has issued a binding phase notice dated 17 May 2021 in connection with the 2019 Market Test (the Binding Phase Notice), pursuant to which this confidentiality agreement (this Confidentiality Agreement) is required to be submitted by the Applicant. Capitalised terms used in the Binding Phase Notice shall have the same meaning when used in this Confidentiality Agreement.

2. The Applicant wishes to participate in the related capacity allocation process as part of the Incremental Capacity Project and to potentially submit a Binding Bid (in accordance with the procedures set out in the Binding Phase Notice) (the “Purpose”). TAP AG is willing to disclose to the Applicant information relating to TAP AG’s business which is strictly required for the Purpose, said information to include but not be limited to technical, commercial and operating data ("Confidential Information"). Such disclosure shall be in accordance with and subject to the terms and conditions of this Confidentiality Agreement.

3. In consideration of the disclosure referred to in item 2 above, the Applicant receiving Confidential Information agrees that the Confidential Information is the property of TAP AG, and, subject to items 4, 5, 6 and 7 below, shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to any third party. The Applicant further agrees that in the handling and storage of Confidential Information it will employ controls, protection and safeguards at least as stringent as the Applicant would employ in the handling and storage of its own proprietary data and information.

4. The Applicant may disclose the Confidential Information without TAP AG’s prior written consent to an Affiliated Company provided that the Applicant guarantees the adherence of such Affiliated Company to the terms of this Confidentiality Agreement. "Affiliated Company" shall mean any legal entity which directly or indirectly (through one or more intermediates) controls or is controlled by or is under common control with such entity. For the purpose of this Confidentiality Agreement the term “control” is the possession, directly or indirectly, of the power to direct or cause the direction of the management or operating policies of the entity through the exercise of voting rights

2

exceeding 50 % (fifty percent), contract, trust or otherwise or a right to appoint the majority of the directors of the entity.

5. In addition to those persons and companies to whom Confidential Information is allowed to be disclosed according to paragraphs 4, 6 and 7, the Applicant may disclose the Confidential Information without TAP AG’s prior written consent only to the extent such information:

a) was at the time of entering into this Confidentiality Agreement lawfully in the possession of the Applicant under no obligation of confidentiality; or

b) is already in possession of the public or becomes available to the public other than through the act or omission of the Applicant in breach of this Confidentiality Agreement; or

c) is lawfully acquired independently under no obligation of confidentiality from a third party that has the right to disclose such information at the time it is acquired by the Applicant, or

d) is required to be disclosed under applicable law or by governmental order, decree, regulation or rule (provided that the Applicant shall give prompt written notice to TAP AG prior to such disclosure so that TAP AG may seek to obtain an appropriate protective order and the Applicant shall cooperate to obtain such appropriate protective order) or in connection with required reports to governmental agencies or stock exchanges.

6. The Applicant shall be entitled to disclose the Confidential Information without TAP AG’s prior written consent to such employees, officers and directors of the Applicant or its Affiliated Companies who have a clear need to know strictly for the Purpose.

7. The Applicant shall also be entitled to disclose Confidential Information to its consultants and outside advisors who need to have access to the same strictly for the Purpose, provided that a written undertaking to keep such information strictly confidential in substantially the same form as this Confidentiality Agreement is obtained from such person.

8. The Applicant shall not use or permit the use of the Confidential Information except to the extent strictly necessary for the Purpose. The Applicant shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Confidentiality Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorised person, and the Applicant agrees that it is responsible for any breach of any of the terms and conditions set out in this Confidentiality Agreement by its advisers and the employees, officers and directors of it and its Affiliated Companies.

9. The Applicant agrees that monetary damages are an insufficient remedy for any actual or anticipatory breach of this Confidentiality Agreement, and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information. Such remedy shall not be deemed the exclusive remedy for any breach of this Confidentiality Agreement but shall be in addition to all other rights and remedies legally available to the Party claiming injunctive relief including the right for TAP AG to claim from the Applicant a penalty of one million Euros.

10. The Confidential Information shall remain the property of TAP AG, and until this Confidentiality Agreement terminates pursuant to paragraph 13 below, TAP AG may demand the return of original documents containing Confidential Information as well as the deletion of copies thereof upon giving written notice to the Applicant. Upon

3

receipt of such notice, the Applicant shall promptly return to TAP AG all original Confidential Information and shall ensure that all copies and reproductions thereof (including without limitation information stored in an electronic format) in its possession are destroyed. Notwithstanding the previous two sentences, the Parties acknowledge and agree that:

a) the Applicant has no obligation to destroy any decision-making documents submitted to its management that incidentally reflect or refer to Confidential Information,

b) the computer systems of the Applicant may automatically back-up Confidential Information disclosed under this Confidentiality Agreement, and

c) to the extent the computer back-up procedures of the Applicant creates copies of the Confidential Information, the Applicant may retain those copies for the period it normally archives backed-up computer records, which copies are subject to the confidentiality obligations of this Confidentiality Agreement until they are destroyed.

11. The disclosure of Confidential Information pursuant to this Confidentiality Agreement, and any prior or future discussions or other communications between the Parties shall not confer any right nor impose or create any legally binding obligations on the Parties other than those agreed herein or as otherwise expressly agreed subsequently to the date hereof in writing. Neither Party shall rely upon any representation nor expectation that the other Party will enter into any relationship or transaction unless based upon another agreement in writing signed by the Parties. Nothing contained in this Confidentiality Agreement is intended to imply or create an exclusive relationship between the Parties, or to prevent either Party from having discussion with third parties. Nothing in this Confidentiality Agreement implies any partnership or joint venture between the Parties or is to be construed as making one party the agent or fiduciary of the other with respect to the Purpose.

12. Whilst TAP AG discloses the Confidential Information in good faith it makes no representation or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder. Any use or reliance upon the Confidential Information shall be at the sole risk of the Applicant.

13. The confidentiality obligations set forth in this Confidentiality Agreement shall take effect on the Effective Date and shall remain in force until five (5) years from the Effective Date, unless otherwise set forth.

14. This Confidentiality Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in accordance with English law.

15. Subject to paragraph 10 above, any controversy or dispute that may arise in connection with or as a result of this Confidentiality Agreement and that cannot be resolved by mutual agreement by the Parties shall be exclusively and finally settled by arbitration in Vienna in accordance under the Rules of Arbitration of the International Chamber of Commerce in effect at the time of submitting the request. The language of arbitration shall be English and the seat of the arbitration shall be London.

16. No amendments, changes or modifications to this Confidentiality Agreement shall be valid unless the same are in writing and signed by a duly authorised representative of each of the Parties hereto.

17. The Parties acknowledge and agree that, without prejudice to the provisions of paragraph 5(a) above, any Confidential Information received prior to the Effective Date

4

of this Confidentiality Agreement shall be treated as Confidential Information in accordance with the terms of this Confidentiality Agreement.

IN WITNESS WHEREOF, the duly authorised representatives of the Parties have caused this Confidentiality Agreement to be executed on the date first written above. Trans Adriatic Pipeline AG By: _________________________ and by _________________________ [name of Applicant] By: ___________________________ and by _________________________

Copyright Reserved: This document may not be copied, shown to or placed at the disposal of third parties Page 1 of 9 without prior consent of TAP AG. The latest version of the document is registered in the TAP Project’s Database.

ANNEX IX

INTEGRITY DUE DILLIGENCE FORM

Dear Sir/Madam

As part of TAP’s integrity risk evaluation, we are about to conduct an Integrity Due Diligence research of your

Organisation.

The purpose of performing Integrity Due Diligence research on prospective business partners is to ensure

that they have a transparent structure and engage in ethical business conduct. Set forth below is our standard

questionnaire requesting basic information about your Organisation, which must be reviewed by TAP

Compliance. This is not a definitive list, and as the review proceeds, additional items may be requested.

Please assemble and deliver the information requested below for our review as soon as possible. Please

answer all the questions as fully as possible, and in any cases where this is not possible please explain the

reason. All information will be treated confidentially and in accordance with applicable data protection laws.

Please make sure that the persons you refer to are informed and agree that their information is being

processed by TAP.

If there is any change in circumstances arising after you respond to any of the requests below, you shall

promptly notify us and provide us with any additional documents that may be necessary.

Best regards,

TAP AG

A. CORPORATE INFORMATION:

Organisation Full Legal Name:

Registration Address:

Tax Address (if different that above):

Postal Address (if different that above):

Date Organisation was established:

Does the Organisation operate under

licence/ needs authorisation from a

supervisory authority?

If YES, please specify

Organisation total staff number:

Telephone number Organisation Website Organisation E-mail address


B. BUSINESS INFORMATION:

B1. Please describe core business activities and qualification of Organisation and personnel:

B2. Does Organisation do business in other countries than the country of incorporation?

NO YES

If YES, please specify names of countries. Please also indicate in which countries Organisation has branch

offices, if any. Note that a branch office is a second address for the same business with the same owners)

B3. Please provide your Organisation’s registration details:

Commercial registration number:

Tax registration number:

Registration Date:

Expiration Date:

GOV’T. Office where registered:

City:

Country:

B4. Is Organisation required by law to be registered with any other Government Agencies or other

organizations? NO YES

If YES, please complete information below and provide copies of the registration documents, including

English translations.

NUMBER REGISTERED WITH: START DATE EXPIRATION

DATE


B5. Does Organisation have any affiliates and subsidiary companies? NO YES

If YES, please provide details below (full legal names, percentage owned by Organisation, registered

addresses and the main business description):

B6. Will the Organisation use any third parties, intermediaries or sub-contractors in its business dealings

with TAP? NO YES

If YES, please provide details below:

B7. Has the Organisation, any of its affiliates, executives or any key employees of the Organisation ever

been engaged (directly or indirectly) in business with TAP AG? NO YES

If YES, please provide a short summary of business dealings and relevant TAP AG contact personnel:

B8. Management and key employees (key stakeholders in the operation of Organisation):

FULL NAME TITLE CITIZENSHIP

B9. Board of Directors:

FULL NAME TITLE CITIZENSHIP


B10. Is Organisation a state-owned entity1? NO YES

B11. Is Organisation listed on any stock exchange? NO YES

If YES, please provide stock exchange name and ticker symbol:

B12. Provide major owners/partners/shareholders/Beneficial Owners > 5%, traced back to named

individuals2 regardless of the type of ownership (whether registered or bearer shares):

FULL NAME TITLE CITIZENSHIP % OF OWNERSHIP

B13. Please outline the ownership structure of the Organisation up to and including the ultimate Beneficial

Owner or provide an ownership structure diagram as an attachment.

B.14 Does any key person listed in B7, B8 or B9 have any service, contracts, position or duties for or with a

government, government-controlled entity, political party, or military? NO YES

If YES, please identify the person

FULL NAME ENGAGEMENT TYPE/

POSITION

DESCRIPTION CONFLICT?

(Yes or No)

1 Business enterprise where the government or state has significant control through full, majority, or significant minority ownership. 2 Definition extract of Beneficial Owner according to 4th UE Directive: “beneficial owner” means any natural person(s) who ultimately owns or

controls the entity and/or the natural person(s) on whose behalf a transaction or activity is being conducted


B14. Are any family members of any key person listed in B8, B9 or B12 above employed or otherwise

engaged in any capacity by any government entity, including the military, any political party, or candidates

for political office? NO YES

If YES, please identify the person and provide the relative’s name, relationship, and position as follows:

NAME RELATIVE &

RELATIONSHIP

POSITION DUTIES

B.15 Has Organisation, parent company, its subsidiaries or any key persons listed in B8, B9 or B12 above

been ever subject to any US, UK, EU, Swiss or UN trade sanctions, economic sanctions, international

boycotts, debarments or similar? NO YES

If YES, please list and explain all the measures and their impact on Organisation’s operations:

B.16 Does Organisation or any of its affiliates or subsidiaries have a location, and/or hold assets, generate

revenues, perform purchases or import/export Dual-Use Goods3, with the following: Belarus, Central African

Republic, Congo, Crimea, Cuba, Iran, Iraq, Lebanon, Libya, Myanmar, North Korea, Russian Federation,

Somalia, South Sudan, Sudan, Syria, Ukraine, Venezuela, Yemen, Zimbabwe? NO YES

If YES, please provide list of countries, specify entities concerned and explain the engagement:

B.17 Is Organisation or any of its affiliates or subsidiaries involved in operations linked with countries and

territories targeted by comprehensive EU, US, UN and/ or Swiss country-based sanctions programs?

NO YES

If YES, please provide list of countries, specify entities concerned and explain the engagement:

C. FINANCIAL:

Please state approximate annual revenue and result for past 3 years

3 According to the usual definition, fall into this category : “goods, equipment – including technologies, software, intangible know-how

– which can be used both for civil and military purpose or which can – wholly or partially – contribute towards the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of weapons of mass destruction” (WMD – biological, chemical, nuclear, etc).


D. COMPLIANCE INFORMATION:

D1. Does Organisation have documented policies on:

Integrity Management:

Ethical Code of Conduct: NO YES

Anti-Bribery and Corruption: NO YES

Gifts and Hospitality: NO YES

Conflict of Interest: NO YES

Anti-Money Laundering and Terrorist Financing: NO YES

Tax Risk Management and Tax Compliance: NO YES

Antitrust Laws & Trade Sanctions NO YES

Human Rights and Social Responsibility NO YES

Environmental Policy NO YES

Data Protection / Privacy Policy NO YES

Know Your Customer Due Diligence:

Background check on third parties

(i.e. establishing the true identity of the beneficial owners) NO YES

If NO, please explain, having in mind your business profile, why not:

D2. If a contract is secured, in which country and to which financial institution does the Organisation wish

to be paid?

D3. Please respond to the following questions for and on behalf of the Organisation, parent company,

subsidiaries, executives, key employees and other key persons listed in B5, B8, B9 or B12. If the answer to

any of the below questions is “yes,” please provide an explanation in section below or in a separate

attachment.


a. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been convicted of violating any rules or regulations governing the

purchase or sale of goods or services to or by any government?

No

Yes

b. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been interviewed, deposed, or subpoenaed in connection with any

litigation or investigation involving any procurement regulations?

No

Yes

c. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been found guilty of violating any law governing donations,

contributions, honoraria, or any other form of remuneration to any

government official?

No

Yes

d. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been interviewed, deposed, or subpoenaed in connection with any

litigation or investigation involving any law governing donations,

contributions, honoraria, or any other form of remuneration to any

government official?

No

Yes

e. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been interviewed, subpoenaed, or asked to testify before any

legislative body concerning fraud or abuse regarding any governmental

procurements?

No

Yes

f. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been found guilty of any violations of securities or commodities trading

laws?

No

Yes

g. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been interviewed, deposed or subpoenaed in connection with any

litigation or investigation involving any violations of securities or

commodities trading laws?

No

Yes

h. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been found guilty of any violation of any laws governing the regulation

of antitrust practices?

No

Yes

i. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been charged, interviewed or found guilty concerning avoidance or

evasion of income tax, VAT, payroll and social security or any other taxes?

No

Yes

j. Is Organisation, entities or any key persons listed in B5, B8, B9 or B12

currently in arrears for any tax payments or filings (excluding agreed

extensions of time with the tax office)?

No

Yes

k. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been interviewed, investigated, charged or fined concerning, or

alleged to have committed, a data protection violation, including a lack of

data security measures or an improper processing of personal data?

No

Yes

l.

m.

Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been investigated, charged or fined for affiliation with, aiding and

abetting any organised crime group or for non-compliance with applicable

laws and measures against organised crime?

Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever been convicted of a felony or other criminal act for any matter not listed

above?

No

No

Yes

Yes

n. Has the Organisation or any corporation, partnership, or other entity in

which the Organisation owns more than a 5% interest ever been debarred

from competing for World Bank contracts?

No

Yes

o. Has the Organisation or any corporation, partnership, or other entity in

which the Organisation has more than a 5% interest or is an owner, partner,


officer, director, or key employee been the subject of any voluntary or

involuntary bankruptcy or other similar proceeding?

No Yes

p. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

been subject to a Foreign Corrupt Practices Act (FCPA) or other anti-bribery

law investigation or enforcement action?

No

Yes

q. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

been involved in any incident that has resulted in a substantial negative

media or social media/internet attention?

No

Yes

r. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

been involved in any incident related to human rights controversy/legal

charges?

No

Yes

s. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

been involved in any incident related to environmental controversy/legal

charges?

No

Yes

t. Has Organisation, entities or any key persons listed in B5, B8, B9 or B12

ever experienced the theft or other loss of client data?

No

Yes

If YES, in any of the above questions set forth in D3, please provide an explanation to the matter in this

section:


ACKNOWLEDGEMENT

• This document is issued for and on behalf of the Organisation by the undersigned duly authorized

representative of the Organisation after having made due enquiries as to the matters set out above.

• I, for and on behalf of the Organisation, confirm that all of the above information may be used by TAP

AG and its affiliates (and persons acting on behalf of TAP AG and its affiliates) for or in connection with

their due diligence checks of us and our key persons as mentioned in B8, B9 and B12 for the purposes

of TAP AG and its affiliates ensuring compliance with its legal obligations and own standards. Where

required or requested in connection with the foregoing purposes, all of the above information (and related

information obtained as part of the checks) may also be shared with competent authorities and third

parties with whom TAP AG or its affiliates engages in business.

• I confirm that all the above information is true and correct as of the date below, and that TAP AG and its

affiliates may verify it, or have it verified, including by contacting all persons indicated above.

• If requested, I will provide an appropriate letter of authority permitting to access corporate records and

obtain certified copies of the above companies.

• I confirm and accept to officially notify TAP Contract Representative without any delay about any

changes in control of the Organisation / changes in Organisation’s ownership structure.

• I confirm and warrant that all key persons as mentioned in B8, B9, B12 and other persons about whom

we provide information are aware of this and of the purpose for which their information is provided; how

it may be used, who are the recipients, and that all have given their consent for the data processing by

TAP.

DECLARATION BY AN AUTHORISED ORGANISATION REPRESENTATIVE

I, the undersigned am authorized to complete the questionnaire and confirm that it is accurate

Full Name and Surname

Position

Date

Signature

Contact Details

Organisation Stamp (if applicable)

Trans Adriatic Pipeline AG Lindenstrasse 2, 6340 Baar, Switzerland

www.tap-ag.com

Copyright Reserved: This document may not be copied, shown to or placed at the disposal of third parties

without prior consent of TAP AG. The latest version of the document is registered in the TAP Project’s Database

ANNEX X

DATA PROTECTION INFORMATION

for the Binding Phase of TAP AG’s

2019 Market Test

2

Data Protection Information

Trans Adriatic Pipeline AG (TAP AG/Company) is a company with registered seat at

Lindenstrasse 2, 6340 Baar, Switzerland, registered at Commercial Register in Zug no. CHE-

113.500.620.

As a Data Controller, TAP AG is responsible for deciding on the purpose, content and

procedure of processing personal data in the course of TAP AG’s 2019 Market Test in

accordance with EU Regulation 2016/679 on the protection of natural persons with regard to

the processing of personal data and on the free movement of such data, the General Data

Protection Regulation (GDPR) and the national legislation in force regarding data protection.

This document titled “Data Protection Information” relates to the processing of the data by TAP

AG and the rights of the Participants in TAP AG’s 2019 Market Test.

Capitalised terms shall have the meanings given to them in the Project Proposal, Binding Phase

Notice and supporting documentation, unless otherwise defined herein.

A) Purpose and legal basis of processing

Processing of our personal data takes place for the following purpose:

Performance and completion of the Market Test by TAP AG.

TAP’s 2019 Market Test (the Market Test) was initiated on the 1st of July 2019 in accordance

with the provisions of Section 4.1.7 and 4.1.8 of the Final Joint Opinion of the Energy

Regulators (FJO) dated 6 June 2013 and in alignment with the provisions of Regulation (EU)

2017/459 (EU NC CAM).

The Market Test, which TAP shall perform at least every two years according to the

abovementioned, is structured in 2 (two) parts: (i) a non-binding phase (started on 1 July 2019

and lasting until the opening of the Binding Phase)) and (ii) the Binding Phase initiated by the

publication of this Binding Phase Notice and the respective documentation of TAP’s adjacent

TSOs (aTSOs) SRG and DESFA.

During the non-binding phase, interested parties submitted non-binding requests to TAP and to

the aTSOs. The non-binding capacity and connection requests that were received have been

published in an aggregated manner jointly by TAP, SRG and DESFA in their Demand

Assessment Report (DAR).

The Binding Phase process is subject to the terms and conditions of the Project Proposal

developed jointly by TAP, SRG and DESFA and approved by the National Regulatory

Authorities (Authorities) of Italy (ARERA), Greece (RAE) and Albania (ERE) on [X] Date

2020 (the Project Proposal). Capacity allocation during the Binding Phase shall take place

according to the Alternative Allocation Mechanism described in the Project Proposal.

As part of the Market Test, the Participants are required to submit information, including

personal data, to ensure the valid registration and participation of any Participant in TAP AG’s

3

Market Test, as further described in the Project Proposal, the Binding Phase Notice1 and the

relevant accompanying documentation (the Relevant Market Test Documentation), as well

as during any other written/oral interaction between TAP and the Participants for the purpose

of performing and completing the Market Test.

In the course of TAP AG’s Market Test, TAP will be collecting and processing the personal

data required as described herein below, contained in the Relevant Market Test documentation

and in any other written/oral interaction between TAP and the Participants for the purpose of

performing and completing the Market Test.

B) Source of personal data

TAP AG collects personal data included in the Relevant Market Test Documentation and in

any other documents which individuals provide to TAP AG, as well as any other data which

individuals have themselves made known to or which they will make known to TAP AG in the

future, either orally or via any other means, written or electronically.

C) Categories of personal data to be processed

TAP AG processes the following personal data categories:

a) Identification data: e.g. our name, names of our representatives, registered address,

registered number, contact person’s name (first and last name), position. In most of the

cases it is envisaged that this will be the name of the representative executing and

submitting the Relevant Market Testing Documentation.

b) Contact data: e.g. email/mailing address, phone number, fax.

D) Recipients of personal data

Our personal data may be transferred to and received by:

a) The Authorities.

b) Adjacent TSOs.

c) TAP AG’s external advisors including lawyers, experts, consultants, and ICT service

providers.

E) Duration of processing

TAP AG will collect, store, and process individuals’ data for as long as it is necessary to carry

out the 2019 Market Test and deal with any potential relevant legal disputes. TAP AG may

continue to store and process personal data after the completion of the Market Test, for the

period permissible under applicable legislation, or for the case when the Participant enters into

a GTA with TAP further to the positive outcome of the Market Test for the period of validity

of the GTA.

F) Rights of the data subject

Individuals have been informed regarding the following rights, as established and under the

conditions prescribed in the GDPR Regulation (EU 679/2016) and the national legislation in

force.

More precisely:

1 All documents are publicly available on TAP AG’s Market Test webpage

https://www.tap-ag.com/shippers/market-tests#links-14392

4

a) individuals have the right of access to our personal data collected, stored and processed by

the Company.

b) individuals have the right to request the rectification of inaccurate or outdated personal data

concerning them and the completion of incomplete data.

c) individuals have the right to request the erasure of personal data concerning them from the

Company’s archives, if their processing is not essential for the purposes for which they have

been collected.

d) individuals have the right to request the restriction of processing their data in case they

contest their accuracy.

e) individuals have the right to receive personal data concerning them, which they have

provided to the Company, in a structured, commonly used and machine-readable format

When exercising the above rights or for any other issue or question regarding the above, the

individuals can submit without any cost, a written application to TAP AG by letter to the

address:

Lindenstrasse 2, 6340 Baar, Switzerland or contact TAP AG

- by e-mail at [email protected],

- by phone (+41 41 747 3400) or fax (+41 41 747 3401).

In any case, the individual has the right to address the competent Data Protection Authority.

TAP will make reasonable efforts to revert to individuals’ requests with undue delay. Taking

into account the complexity and number of the requests, in case TAP delays with such response,

TAP will inform the individuals together with the reasons for the delay. The request may be

denied if the request is substantially unfounded.

G. Transfer of personal data to a third country or international organization

Individuals are also informed that their data may be delivered and processed in third countries.

This can be in countries, which provide adequate protection on the basis of respective adequacy

decisions of the European Commission, such as Switzerland. In any other case, TAP AG uses

safeguards with respect to personal data processing such as data protection clauses in TAP AG’s

contracts with data processors or data controllers to ensure that processing activities in third

countries are compliant with the requirements of national law and the GDPR.

Individuals have been informed regarding the processing of their personal data, as specifically

stated in this document.


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