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Noor Midelt II Prequalification Document

INVITATION FOR THE PREQUALIFICATION FOR

Noor MIDELT II PROJECT

Independent Power Producer Program

(Design, financing, construction, operation and maintenance)

Issued on 9 July 2019

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CONTENTS

OVERVIEW OF THE NOOR MIDELT FIRST PHASE PROGRAM .........................................................3

DEFINITIONS ...........................................................................................................................................8

Section I. Instructions to Applicants ...................................................................................................... 17

General ........................................................................................................................................ 17

Contents of the RfQ Document ................................................................................................... 20

Preparation of Applications ......................................................................................................... 22

Submission of Applications ......................................................................................................... 26

Procedures for evaluation of Applications ................................................................................... 28

Evaluation of Applications and Prequalification of Applicants .................................................... 28

Section II. Qualification Criteria and Requirements .............................................................................. 31

Section III. Application Forms ................................................................................................................ 47

Section IV. Eligible Countries ................................................................................................................ 75

Section V. IFIs Anticorruption and Antifraud Policies ............................................................................ 76

Section VI. Exchange rates table .......................................................................................................... 79

Section VII. Balance Sheet inputs form ................................................................................................. 81

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OVERVIEW OF THE NOOR MIDELT FIRST PHASE PROGRAM

Promoting a sustainable development to preserve the environment while facing an increasing power demand, the Kingdom of Morocco adopted an ambitious and voluntarist energy strategy aiming to reach 42% of installed capacity from renewable energy in its power mix by 2020 and to further increase it to a minimum of 52% by 2030.

The Renewable Energy Strategy will allow Morocco to:

Promote the use of renewable energy, which is abundant in Morocco; Increase the part of renewable energy in the country’s energy mix, contributing to Morocco’s

objective of a more secure energy supply and reduced dependency on fossil fuels; Meet Morocco’s fast-growing electricity demand without compromising energy security and

environmental sustainability; Displace carbon intensive electricity and reducing greenhouse gas emissions; Promote the development of a new green industry in Morocco by creating local jobs and encouraging

training in the renewable energy field; Ensure electricity supply and avoid cost fluctuations related to the use of fossil fuels as well as their

increased costs. Support the worldwide development of a clean technology and helping decrease the technology costs,

promoting the transfer of technology, knowledge and skills to Morocco.

An attractive legal and institutional framework was set-up to achieve these objectives. In this context, Masen is in charge of the implementation of a global and integrated approach in terms of renewable energy, including solar, wind and hydro, relying on an enhanced cooperation between all Moroccan Stakeholders, which will enable the country to achieve its power mix target.

Masen’s ownership structure is split between four (04) equal shareholders’ participation:

- Government of Morocco; - Office National de l’Electricité et de l’Eau Potable (“ONEE”), the Moroccan state water and power

utility; - Fonds Hassan II, a fund supporting the Kingdom’s social and economic development; and - Société d’Investissements Energétiques, a fund supporting the Kingdom’s renewable energy program.

Beyond power production through integrated projects, Masen aims at i) endowing the country with competitive industrial capabilities to generate added-value, ii) developing R&D mainly to serve industrial companies, iii) promoting specialized training to have access to qualified human resources and iv) contributing to the local development of the implementation areas of the projects by maximizing the positive socio-economic impacts of the projects.

In addition to that, Masen provides ancillary services (through its fully-owned subsidiary Masen Services) to project companies on the sites of implementation of the related projects. Masen Services supplies certain services to the project companies on the Ouarzazate complex, among them:

- The coordination and management services as regards the use by the project company of the common infrastructures and services ;

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- The security services in the common areas of the sites ; - The gardening and cleaning of the common areas of the sites ;

- The Lightning in the sensitive common areas of the sites.

Relying on complementary solar technologies to implement the NOOR Plan, Masen is combining CSP and PV technologies to provide, on a case by case basis, the best answer to identified needs while optimizing the overall cost of the kilowatt-hour and maximizing synergies.

Noor Ouarzazate, the first solar complex developed by Masen with a capacity of ~580 MW, comprises a mix of CSP and PV projects under an independent power production (IPP) scheme covering the design, financing, construction, operation and maintenance of the plants.

The projects NoorO I (CSP trough of 160 MW with 3 hours of storage) , NoorO II (CSP trough of 200 MW with 8 hours of storage) and NoorO III (CSP tower of 150 MW with 8 hours of storage) are under operation.

The fourth project NoorO IV, a PV one, and two other PV projects, Noor Laayoune and Noor Boujdour, for an aggregate capacity of 177 MW, are also under operation.

In parallel to the development of the projects above, an additional solar complex near the city of Midelt in Morocco has been implemented, with a first plant of the Noor Midelt first phase called Noor Midelt I Project consisting on an hybrid PV/CSP solution with total installed capacity of 800 MW as well as a minimum of 5 hours storage. The hybrid solution is foreseen in order to optimize the operating parameters of the plants by enabling supply of electricity after sunset while providing a low-cost solution for daytime generation.

To reach its goals, Masen is acting as to increase the visibility on the framework and the overall environment of the development of the projects to the various stakeholders. This approach is operationalized through clear, effective and timely international competitive bidding processes with an underlying optimized risk allocation, including provision of available data on the sites and provision of needed infrastructures. It may extend to the supply of the financing of the Project.

In view of the successful development of seven projects in Ouarzazate (Noor I, Noor II, Noor III & Noor IV), Laayoune (Noor Laayoune I), Boujdour (Noor Boujdour I) and Midelt (Noor Midelt I), Masen is launching herein the prequalification of a multi-technology solar power plant “Noor Midelt II Project” in the same Midelt complex.

If the CSP technology is selected by the Applicant, it should be a synthetic oil parabolic trough with storage or a molten salt tower with storage (i.e. a Project should be either a CSP PT project or a CSP Tower project as defined hereinafter).

This Project is open to all PV and BESS technologies complying with Masen’s requirements in terms of performance guarantee and equipment durability to match the PPA duration, as these will be detailed at Request for Proposals (“RfP”) stage.

Technical specifications at RfP stage will be technology-specific and may include, where applicable, requirements on track-record and specific testing. In addition, Masen reserves the right to require from Bidders an insurance policy covering at least the design of the CSP Solar Field and steam generation system and the BESS as the case may be. This Request for Qualification Document (“RfQ Document”) relates to the selection of the consortia that will be invited to submit a proposal for the design, financing, construction, operation and maintenance of the Project(s) at the RfP stage.

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Process:

The Bidder will be selected for the Project through an open competitive bidding process from a pool of Applicants meeting the criteria set forth in this RfQ Document. The right to develop the Project will be awarded to the Bidder that makes the most advantageous offer to Masen according to the criteria to be disclosed in the RfP which will be issued at a later stage.

The RfQ Procedure and subsequent steps are subject to several notices of non-objection from the International Financial Institutions which have expressed their interest in financing the Project. This process could lead Masen to adjust the forecasted timetable. Technical Configuration:

The Noor Midelt II Project will consist of a Solar Power Plant Project with storage.

The Plant is expected to fulfil the following requirements:

Produce electricity during daytime using PV and / or CSP (during the day, electricity may be produced exclusively from PV) and secure a contemplated minimum of 5 hours peak production after sunset (from Storage):

o The expected net capacity during peak hours (after sunset) shall be between 150 MW and 190 MW. The maximum net capacity measured at the delivery point during the day (which refers to off-peak hours) may exceed the net capacity measured at the delivery point after sunset (which refers to peak hours) by 20%. Net capacity shall be measured at delivery point.

o During the peak hours, the electricity could be produced either from (i) the BESS, (ii) the steam turbine through a TES system or (iii) both.

The DC/AC ratio of the PV shall be optimized to provide a firm curve during sunny days. Such curve will be detailed at RfP stage.

Capacities announced in this RfQ Document are indicative at this stage and will be further defined in the RfP stage

The specifications below are indicative and will be further specified at RfP stage

Structuring:

The Project will be implemented pursuant to an expected twenty five (25) year Power Purchase Agreement (“PPA”) to be entered into between Masen as offtaker and the Project Company for the Project.

The plant is to be built on a dedicated site to be provided by Masen under land lease or equivalent agreements.

A number of infrastructures and services that are common to the whole Midelt solar power complex are expected to be provided by Masen (and/or Masen Services, a fully owned subsidiary of Masen) in order to:

- ensure overall consistency of the solar complex; and

- benefit from the synergies resulting from a simultaneous development of all these infrastructures.

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As to main subcontracts of the Project Company, Masen contemplates requiring an EPC lump sum fixed price turnkey contract for the Project, an EPC Contractor and an O&M Contractor, complying with certain requirements to be further specified at RfP stage, including the track records of the EPC and O&M Contractors, as well as financial criteria.

Financing:

The Project is supported by International Financial Institutions that have expressed their “in-principle” interest in providing funding at preferential terms.

As such, Masen contemplates to be the sole lender for the Project as further detailed in Instructions to Applicants (“ITA”). In such a case, Masen would require, inter alia, appropriate security package and liquid guarantees until final completion from an entity with appropriate credit rating to cover among others (i) equity investment, (ii) cost overruns, (iii) a minimum level of debt service coverage ratio restored at completion and (iv) completion support in particular under the EPC lump sum turnkey contract for the Project.

Masen reserves the right to require at RfP stage appropriate mechanism(s) to address non-compliances by the Lead Member and/or the Technical Member(s) of each Bidder which could jeopardize the timely and cost-effective development of the Project.

Shareholding:

For the Project, a Project Company shall be incorporated by the Successful Bidder under Moroccan law in accordance with the requirements of this RfQ Document and of those to be further specified in the RfP document.

For the Project, requirements relating to the minimum shareholding (including minimum duration of such shareholding) to be held by the Lead Member and the Technical Member(s) in the relevant Project Company will be detailed at RfP stage as indicated below. However, although it does not constitute a condition for Prequalification nor a requirement of the tender process, Applicants are encouraged to have a Moroccan Partner as part of their Consortium.

The following shareholding structure is contemplated to be further detailed at RfP stage:

- The Lead Member is expected to be the largest shareholder and to hold a significant percentage of equity in the relevant Project Company, which will be further specified in the RfP. At this stage, Masen contemplates requiring the Lead Member to hold a minimum of thirty-five (35) % of the shares and voting rights in the relevant Project Company subject to the Lead Member being the majority shareholder.

- The Technical Member(s) is expected to (i) hold a minority percentage of equity equivalent to an aggregate of a minimum of five (5) % of the shares and voting rights of the relevant Project Company, which will be further specified in the RfP and / or (ii) providing technical support to each Project Company for procurement of EPC and O&M services as well as for commissioning of the plant through adequate contractual arrangements, as further detailed in the RfP.

In addition, Masen contemplates to take a (twenty-five (25%) per cent) minority stake in both the Project Company and in the O&M company (a special purpose vehicle dedicated to the O&M of the relevant Project shall be created in such a case).

Each member of a Consortium may hold its shares in the Project Company, implementing the Project through one subsidiary provided that (i) it directly and fully owns the share capital and voting rights of such subsidiary and that (ii) such member (a) guarantees the obligations of its subsidiary under appropriate contractual

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9 July 2019 16 September 2019 31 October 2019

Publication of RfQ Receipt of Applications Publication of RfP

2 months 2 months

Timeline globale

documents in a form acceptable to Masen and (b) undertakes to purchase the shares held by its subsidiary in the Project Company if it contemplates to cease to fully-own it (through a legal mechanism, satisfactory to Masen, to be implemented in this respect).

The members of the Consortium are not allowed to hold the shares in the Project Companies through a common joint vehicle.

Masen reserves the right to require any shareholder of the Project Company to hold a minimum shareholding and contemplates at this stage setting the minimum at 5% of the equity of each Project Company.

Industrial integration:

In line with the above and the precedent projects developed, Masen will suggest at the RfP stage industrial integration modalities that would help the Bidders maximize the level of industrial integration, on a competitive basis. Bidders will be invited to propose an industrial integration rate on a discretionary and voluntary basis. In addition, the nature and level of the investment, as reflected in the industrial integration proposal, is left to the complete discretion of the Bidder.

As a reminder, NoorO I project was able to reach an industrial integration of 32%. NoorO II and NoorO III projects reached 35% each.

Indicative timeline of the Project

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DISCLAIMER

The information provided in this document does not constitute an offer. No representation or warranty, expressed or implied is made, or responsibility of any kind is or will be accepted by Masen with respect to the accuracy and completeness of this document. The information contained in this invitation for prequalification may be amended or replaced by Masen at any time, without giving any prior notice, or providing any reason. Any aspect indicated as contemplated or expected in view of RfP stage may also be amended by Masen or replaced by Masen at any time, without giving any prior notice, or providing any reason. Any liability in connection with the use by any recipient of the information contained in this document is hereby disclaimed.

This document is strictly confidential and may not be communicated or reproduced, in whole or in part, to any third party without the prior written consent of Masen. The access to this document does not imply a license to reproduce and / or distribute this information and the Applicants are not allowed to any such act without the prior written approval of Masen.

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DEFINITIONS

For purposes of this RfQ Document, the following capitalized terms shall have the following meanings:

1 Agreements means major project documents including power purchase agreement, facility agreement and interconnection agreement.

2 “Annual O&M Costs” means the annual remuneration of the O&M Contractor under a given contract for the operation and maintenance of the relevant power plant.

3 “Applicant(s)” means any individual entity or Consortium submitting an Application Submission Form with the intent to be prequalified as a potential project sponsor(s).

4 “Application(s)” has the meaning given in Instructions to Applicants (ITA) 1.1.

5 “Application Forms” has the meaning given in ITA 12.1.

6 "BESS" Battery Energy Storage System

7 “Bidder(s) means a Prequalified Applicant(s)

8 “Borrower” has the meaning given in ITA 2.

9 “Capacity” means, with respect to Thermal Power Plant projects, the real power nameplate output of the generator at the design conditions expressed in MWe and with respect to PV projects the DC (Direct Current) installed capacity at STC (Standard Test Conditions) expressed in MWp.

10 “Commercial Operation Date” or “COD” means the date on which an Eligible Project is fully commissioned after having successfully completed the related obligations including appropriate tests in accordance with applicable project documents.

11 “Contractor(s)” means any legal person or entity, contracted by the Project Company to perform or supply any part of the engineering, procurement and construction of the Projects including the key components and the major spare parts, as well as any person or entity that provides operating, maintenance or other technical services for any part of the Projects during the operating period. Contractors shall include the constructors, the O&M Contractor and the supplier(s)

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under the contract(s) for the supply of the key components and the major spare parts.

12 “Consortium” means any group of companies or consortium acting as an Applicant.

13 “CSP” means concentrating solar power.

14 “CSP PT ” means Concentrating Solar Power parabolic trough plant with synthetic oil as Heat Transfer Fluid (HTF).

15 “CSP Parabolic Trough Technical Member” or “CSP PT Technical Member”

means the technical member in charge of bringing the technical expertise on CSP PT matters of each Consortium identified as such in the prequalification Application of the said Consortium and fulfilling the CSP PT Technical Member criteria as per Section II, Qualification Criteria and Requirements, of the RfQ Document. The CSP PT Technical Member shall be a single firm and not an association of firms.

16 “CSP Technology” means CSP synthetic oil parabolic trough technology, CSP molten salt tower technology or direct steam tower technology.

17 “CSP Solar Field ” means the part of the CSP plant where solar energy is used to generate thermal energy. The thermal energy storage system and steam generator system are considered as part of the CSP Solar Field.

18 “CSP Technical Member” means a CSP PT Technical Member or a CSP Tower Technical Member.

19 “CSP Tower ” means a Concentrating Solar Power tower plant with molten salt (in relation to a molten salt tower receiver) or steam (in relation to a direct steam generation tower receiver) as HTF.

20 “CSP Tower Technical Member” Means the technical member in charge of bringing the technical expertise on CSP Tower matters of each Consortium identified as such in the prequalification Application of the said Consortium and fulfilling the CSP Tower Technical Member criteria as per Section II, Qualification Criteria and Requirements, of the RfQ Document. The CSP Tower Technical Member shall be a single firm and not an association of firms.

21 “Deadline for Submission” means the date and time set out in ITA 15.1.

22 “Eligible Project” means, for each applicable criteria of Section II, Qualification Criteria and Requirements, of this RfQ Document, a project complying with the criteria listed

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in the column “Credentials Eligibility” and which hence can be taken into account to demonstrate compliance with the aforementioned applicable criteria of Section II, Qualification Criteria and Requirements, of this RfQ Document.

23 “EPC” means engineering, procurement and construction.

24 “EPC Contract” means any engineering, procurement and construction contract of an Eligible Project.

25 EPC Contractor means, a party(ies) to the EPC Contract in charge of the engineering, procurement and construction of the overall Power Plant.

26 “Equity” means the sum of equity contributions (paid-up capital and premium paid in relation to issued shares, share contributions and mergers), revaluation adjustments, reserves, net result carried forward (debtor and creditor), retained earnings (including the current year net result), investment subsidies and regulated provisions, or equivalent.

27 “Financial Close” means the date upon which the financing agreements and the equity undertakings in respect of an Eligible Project shall have been signed and are in full force and effect and available to be drawn thereunder. Financing agreements and equity undertakings shall in the aggregate cover the total costs for implementing the Eligible Project(s).

28 Gearing A metric that enables the assessment of a company’s solvability being calculated as Net Debt / (Net debt + Equity). Calculations shall be made based on:

(i) such entity’s audited consolidated financial statements duly certified by an independent qualified accountant for the last two financial years; or

(ii) when the above is not available, such entity’s non-audited consolidated financial statements accompanied with a written opinion issued by an independent qualified accountant or auditor, certifying the relevant entity’s gearing value for the last two financial years.

29 “Gross Debt” means the amount of total senior Limited Recourse Debt raised in relation to the Eligible Projects, which excludes VAT facilities and revolving reserve facilities.

30 “HTF” means Heat Transfer Fluid of the CSP plant, e.g. synthetic oil for CSP-PT, molten salt (in relation to a

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molten salt tower receiver) or steam (in relation to a direct steam generation tower receiver) for CSP Tower.

31 “IFRS” means International Financial Reporting Standards.

32 “International Financial Institutions” or “IFIs” means:

(a) financial institutions established (or chartered) by more than one country and subject to international law, such as the African Development Bank, the European Investment Bank and the World Bank Group; and

(b) financial institutions that carry on any activity, whether for profit or otherwise, with or without any government funding, for the purpose of promoting development, including the provision of capital or other credit facility, such as Agence Française de Développement and KfW Bankengruppe;

which may participate in financing the applicable Project(s).

33 “IPP” means Independent Power Producer.

34 “IPP Project” means a majority privately owned and operated electricity generating facility, developed by an IPP, that sells power.

35 “ITA” means Instructions to Applicants.

36 “KoM” means the Kingdom of Morocco.

37 “LDs” means delay and/or performance liquidated damages in relation to either an O&M Contract or an EPC Contract.

38 “Lead Member” means the lead member of each Consortium identified as such in the Prequalification Application of the said Consortium pursuant to the RfQ Document, it being specified that the Lead Member shall have been expressly authorized to represent and to irrevocably bind all the members of the Consortium on all matters in relation to the RfQ Procedure. The Lead Member shall be a single firm and not an association of firms.

39 “Limited Recourse Debt” means debt with no recourse (repaid only with the cash-flows of related Eligible Project) or with limited recourse to the shareholders of that Eligible Project.

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40 “Masen”

41 “Masen Capital”

means the Moroccan Agency For Sustainable Energy, a limited liability company (société anonyme à Conseil d’administration) incorporated under the laws of the Kingdom of Morocco, with its registered address at complexe Zénith Rabat, n° 50 Rocade Sud, Rabat-Casablanca, Immeubles A, B, C et D- Souissi, 10100 – Rabat, Morocco, registered under single identification number 79835 at the Commerce Register of Rabat.

means, a limited liability company (société anonyme) incorporated under the laws of the Kingdom of Morocco, with a share capital of MAD 1,000,000, whose registered office is Station de Traitement, avenue Mohammed Ben Hassan El Ouazzani, BP 10002, Rabat Chellah, Rabat, Kingdom of Morocco, incorporated under Moroccan law in the Register of Trade of Rabat under number 93693 at the Commerce Register of Rabat.

42 “Material Dispute” means any dispute where the amount in dispute is or was at least half of the Net Worth of any member(s) of the Applicant.

43 “Moroccan Entity” means a company incorporated under Moroccan Laws.

44 “Moroccan Partner”

means (i) a company incorporated under Moroccan Law which is not a shelf company AND (ii) which is owned at least by a Moroccan Entity not being itself a shelf company.

45 “MW” means megawatt. MW could be either MWe or MWp.

46 “MWe” means megawatt electric.

47 MWth

48 “MWp”

means megawatt thermal. means megawatt peak.

49 “MWh”

50 “Net Debt”

means megawatt hours. a metric that shows a company’s overall debt situation by netting the value of a company’s liabilities and debts with its cash and other similar liquid assets, being calculated as:

Short-term debt + long-term debt - cash and cash equivalents.

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51 “Net Worth”

52 “Noor Midelt Phase I Projects”

53 “Noor Plan”

54 “OCB”

means, in relation to any entity, such entity’s Total Assets minus its Total Liabilities on a consolidated basis. Calculations shall be made based on:

(i) such entity’s audited consolidated financial statements duly certified by an independent accountant for the last two fiscal years; or

(ii) when the above is not available, on such entity’s non-audited consolidated financial statements accompanied with a written opinion by an independent qualified accountant or auditor, certifying the relevant entity’s Net Worth value for the last two financial years.

has the meaning given in the preamble of this RfQ Document. has the meaning given in the preamble of the RfQ Document. means open competitive bidding.

55 “O&M” means operation and maintenance.

56 “O&M Contract” means any operation and maintenance contract in respect of an Eligible Project.

57 “ONEE” means Office National de l’Electricité et de l’Eau Potable, a public establishment, with its registered address located at Station de Traitement, avenue Mohammed Belhassan El Ouazzani, BP 10002, Rabat Chellah, Rabat, Morocco.

58 “Power Plant Project” refers to plants that are developed with the intent to deliver primarily electricity (and potentially as secondary output products like desalinated water).

59 “Power Purchase Agreement” or “PPA” means the power purchase agreement relating to each Project to be entered into between Masen and each Project Company.

60 “Prequalified Applicant” means an Applicant who is determined by Masen to meet the criteria outlined in Section II, Qualification Criteria and Requirements, of the RfQ Document. A Prequalified Applicant is deemed prequalified for the technologies for which it fulfils the Qualification Criteria and Requirements outlined in section II of the RfQ Document. For The sake of clarity, if there is a

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change in the Prequalified Applicant as per article 25 of ITA, the new Prequalified Applicant is deemed prequalified for the technologies for which it fulfils the Qualification Criteria and Requirements outlined in section II of the RfQ Document.

61 “Prequalification” or “RfQ” means the selection process by Masen of the entities which have registered their interest to complete the Project(s).

62 “Prequalification Document” or “RfQ Document”

means this document and all its annexes, forms and appendices relating to the Projects and which purpose is to prequalify Applicants that comply with the requirements set forth herein to be eligible to submit a proposal in response to the RfP to carry out the Project(s).

63 “Project” has the meaning given in the preamble of the RfQ Document.

64 “Project Agreements” means, in respect of Project, collectively, the Power Purchase Agreement (PPA) and all other agreements to be entered into directly by the Successful Bidder and/or each Project Company with Masen and ONEE or their respective legal successors, as to be defined in the RfP.

65 “Project Company” means the commercial company incorporated under Moroccan Laws for the purposes of the considered Project and owned by (i) the Successful Bidder of such Project (or in case of a Consortium, by all or part of its members) selected as the Successful Bidder in accordance with the RfP requirements and, as the case may be, by (ii) Masen or its relevant subsidiary.

66 “Project Costs” means the costs of developing, designing, financing, building, commissioning and testing an Eligible Project.

67 “PT” means parabolic trough.

68 “PV” means photovoltaic.

69 “PV Technical Member” means the technical member of each Consortium in charge of bringing the technical expertise on PV matters identified as such in the prequalification Application of the said Consortium and fulfilling the PV Technical Member criteria as per Section II, Qualification Criteria and Requirements, of the RfQ

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Document. The PV Technical Member shall be a single firm and not an association of firms.

70 “Renewable Power Plant “ Refers, in the context of this RfQ, to PV power plant or wind power plant.

71 “Request for Proposals” or “RfP” means the tender process and documents to be issued to Bidders in relation to the Projects

72 “RfQ Procedure” means the prequalification procedure launched for the NOOR Midelt II Project following the issuance by Masen of the RfQ Document for the Projects.

73 “Storage Technology” means the Thermal energy storage (TES) or the Electrical energy storage (BESS) technology.

74 “Subcontractors” means the subcontractors of the Contractors.

75 “Successful Bidder” means for each Project, the Bidder that will be selected in compliance with RfP requirements and that will establish the Project Company which will sign the PPA with Masen.

76 “TES” means the Thermal Energy Storage

77 “Technical Member” means the technical member of each Consortium identified as such in the Prequalification Application of the said Consortium pursuant to the RfQ Document. The Technical Member may be a single entity fulfilling citeria listed in Sections II.B.1 and/or II.B.2 and/or II.B.3 of the RfQ Document or a consortium composed of a CSP Technical Member and a PV Technical Member as per ITA 4.3. Technical Members shall mean the CSP Technical Member and the PV Technical Member.

78 “Thermal Power Plant” means a power plant which generates electricity through a steam turbine.

79 “Total Assets” means, in relation to any entity, the total consolidated assets of such entity measured in accordance with either IFRS or any other similar accounting or public accounting standard which is permissible in the jurisdiction applying to the Applicant. Calculations shall be made based on:


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(ii) when the above is not available, on such entity’s non-audited consolidated financial statements accompanied with a written opinion by an independent qualified accountant or auditor, certifying the relevant entity’s Total Assets value for the last two financial years.

80 “Total EPC Costs” means all costs associated with the development and the construction of an Eligible Project as appearing in the corresponding EPC Contracts, as may be further agreed between the parties to the corresponding EPC Contracts.

81 “Total Liabilities” means, in relation to any entity, the total consolidated liabilities of such entity measured in accordance with either IFRS or any other similar accounting or public accounting standard which is permissible in the jurisdiction applying to the Applicant. Calculations shall be made based on:


(ii) when the above is not available, on such entity’s non-audited consolidated financial statements accompanied with a written opinion by an independent qualified accountant or auditor, certifying the relevant entity’s Total Liabilities value for the last two financial years.

82 “Unit” means in general one unit developed in one site and connected to one connection point and particularly with respect to thermal projects, means a unit of steam turbine generators (STGs)

83 “USD” or “$” means United States Dollars.

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Section I. Instructions to Applicants

General

1 Scope of Application

1.1 Masen issues this RfQ Document to prospective Applicants interested in submitting applications for Prequalification (“Applications”) to bid for the Noor Midelt II Project described in the Overview section.

1.2 Masen’s address to be used for the Prequalification Procedure of the Noor Midelt II Project is the following:

Moroccan Agency for Sustainable Energy

Noor Midelt II Project

N° 50 Rocade Sud, Rabat-Casablanca

Immeuble A, Zénith Rabat. Souissi, Rabat, Maroc.

2 Source of Funds

The Noor Midelt II Project is supported by IFIs which have expressed their “in-principle” interest in providing funding at preferential terms. Masen as borrower under those IFIs loans intends to on-lend the financing granted by the IFIs to the Project Company in order to finance eligible costs under the Noor Midelt II Project.

3 Anticorruption and antifraud Policies

Applicants shall comply with the IFIs’ anticorruption and antifraud policies as set forth in Section V below..

4 Eligible Applicants

4.1 Applicants, and if an Applicant is a Consortium, each member of the Consortium, shall meet the eligibility criteria as per ITA 4 and ITA 5. Applicant’s subsidiary credentials can be accounted for as long as such Applicant’s subsidiary is directly or indirectly owned in majority by the Applicant and meets the eligibility criteria listed in ITA 4 and ITA 5 and only if the experience gained in such subsidiary’s projects (including relevant human resources and documentation) is available without limitations to the Applicant itself. Any Applicant or, if an Applicant is a Consortium, each member of the Consortium, meeting a criteria through a subsidiary shall provide Masen with a detailed chart evidencing how it holds and controls such subsidiary. Such holding and control shall be defined as the holding of the majority (i.e. more than 50%) of the share capital and/or voting rights of such subsidiary.

For the avoidance of doubt, credentials of a sister company are not acceptable. In addition, notwithstanding the above, credentials of a mother company are only acceptable for the criteria related to Power Plant development applicable to a Lead Member (Section II. (A).(3.4 and 3.5)), subject to mother company (including its relevant subsidiary) experience (including relevant human resources and documentation) being made available without limitations to the Applicant itself. Such commitment shall be supported by a commitment letter provided by the mother company at the RfQ stage, which shall be substantially

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compliant with the template attached. Masen reserves the right to require, at any stage of the Project, satisfactory evidence that the mother company is providing the support needed to its subsidiary.

4.2 The Applicant shall designate a Lead Member, Technical Member(s) and as the case may be a Moroccan Partner. The Lead Member and the Technical Member(s) may be the same entity. In such a case the Applicant must meet the qualification criteria applicable to the Lead Member and the Technical Member(s) as set out in Section II, Qualification Criteria and Requirements, of the RfQ Document.

4.3 The Lead Member and the Technical Member(s) shall fulfil the criteria applicable to the configuration foreseen by the Applicant as defined in the Table below:

Table 1: Foreseen Configuration

N° Configuration

Lead Member criteria Technical Member criteria

Power Plant development

criteria 1

Power Plant development

criteria 2

CSP Power Plant technical

criteria**

PV Power Plant technical

criteria

BESS technical criteria*

1 CSP

2 Hybrid PV/CSP .

3 Hybrid PV/CSP with BESS

4 PV-thermal***

5 PV-thermal with BESS***

6 PV with BESS

(*) The Technical Member shall fulfil the BESS technical criteria only if the BESS is injecting into the grid.

(**) The Technical Member shall fulfil either the PT technical criteria or the Tower technical criteria depending on the selected CSP technology.

(***) in case of Configuration N°4 and 5, the Technical Member shall fulfil either the PT technical criteria or the Tower technical criteria.

The Technical Member may be a single entity fulfilling the relevant criteria applicable to the CSP Technical Member and/or the criteria applicable to the PV Technical Member, and/or the criteria applicable to BESS Member or may be separated entities:

o a CSP Technical Member fulfilling the relevant Eligibility and Qualification Criteria as defined in Section II.B.1, Qualification Criteria and Requirements, of the RfQ Document; and ;

o a PV Technical Member fulfilling the relevant Eligibility and Qualification Criteria as defined in Section II.B.2, Qualification Criteria and Requirements, of the RfQ Document;

o a BESS Technical Member fulfilling the relevant Eligibility and Qualification Criteria as defined in Section II.B.3, Qualification Criteria and Requirements, of the RfQ Document.

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4.4 Neither the Lead Member, the Technical Member(s) nor any other member of the Consortium may be a natural person.

4.5 An Applicant may be a combination of entities in the form of a Consortium under an existing agreement or with the intent to enter into such an agreement supported by a letter of intent. In the case of a Consortium, the rights and obligations of the Consortium members shall be governed by the shareholders’ agreement of the Project Company. A representative of the Lead Member shall have the authority to conduct all business for and on behalf of any and all the members of the Consortium during the Prequalification process, bidding process (in the event the Consortium submits a bid) and during Project execution (in the event the Consortium is awarded the Project) until the Project Company is incorporated and has signed the Project Agreements. There is no limitation to the number of members in a Consortium.

4.6 A firm may apply for Prequalification individually or as part of a Consortium for the Project.. A firm shall not be allowed to participate (individually or as part of a Consortium) in more than one Application provided that this shall not prohibit a firm from participating as a Subcontractor in more than one Application.

4.7 An Applicant may have the nationality of any country, subject to the restrictions pursuant to ITA 5.1. An Applicant shall be deemed to have the nationality of a country if the Applicant is constituted, incorporated or registered in that country as evidenced by its articles of incorporation (or equivalent documents of constitution or association) and its registration documents, as the case may be.

4.8 The Applicants shall not have a conflict of interest. An Applicant shall be considered to have a conflict of interest in particular if it participates directly and/or indirectly (including as a subsidiary) as a consultant in the preparation of the Prequalification and namely the design of technical specifications or have been hired or proposed to be hired by Masen as technical advisor for the implementation of the contracts related to the Project.

4.9 The Applicants should be aware that the World Bank procurement policy specifies that an Applicant (including its personnel) may not have “a close business or family relationship with a professional staff of the Borrower (or of the project implementing agency, or of a recipient of a part of the loan) who: (i) are directly or indirectly involved in the preparation of the bidding documents or specifications of the contract, and/or the bid evaluation process of such contract; or (ii) would be involved in the implementation or supervision of such contract unless the conflict stemming from such relationship has been resolved in a manner acceptable to the Bank throughout the procurement process and execution of the contract”.

4.10 The lists of debarred firms are available at the following electronic addresses: http://www.worldbank.org/debarr for the World Bank list, http://www.un.org/Docs/sc/committees/1267/1267ListEng.htm for the United Nations sanction list http://ec.europa.eu/comm/external_relations/cfsp/sanctions/list/consol-list.htm for the European Union List, http://www.afdb.org/fr/projects-and-operations/procurement/debarment-and-sanctions-procedures/ for the African Development Bank list, http://www.eib.org/about/accountability/anti-fraud/exclusion/index.htm for the list of firms debarred by EIB.

4.11 The Applicants shall provide such evidence of eligibility satisfactory to Masen, as Masen shall reasonably request.

5 Eligibility restrictions

5.1 Firms and individuals may be ineligible if they are nationals of ineligible countries as indicated in Section IV. The countries, persons or entities are ineligible if (a) as a matter of law or official regulations, the KoM prohibits commercial relations with that country; or (b) by an act of compliance with a decision of the

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United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s country prohibits any import of goods or contracting relating to the Projects from that country, or any payments to any country, person, or entity in that country; or (iii) otherwise subject to the restrictions of the applicable International Financial Institution (it being understood that, in the case where the World Bank, alone or together with other International Financial Institutions, participates in the financing of any Project of the Noor Midelt II Project, the applicable eligibility criteria shall be those of the World Bank).

5.2 All goods and related services to be supplied for the Project shall have their origin in eligible source countries as defined in Section IV and all expenditures under the Project will be limited to such goods and services.

For purposes of this clause, the term “goods” includes commodities, raw material, machinery, equipment, and industrial plants; and “related services” includes services such as insurance, transportation, installation, training and initial maintenance.

The term “origin” means the place where the plant, or component parts thereof are mined, grown, produced or manufactured, and from which the services are provided. Plant components are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that is substantially different in its basic characteristics or in purpose or utility from its components.

The nationality of the firm that produces, assembles, distributes, or sells the goods shall not determine their origin.

Contents of the RfQ Document

6 Sections of RfQ Document

6.1 This RfQ Document consists of the sections indicated below which should be read in conjunction with any Addendum issued in accordance with ITA 8.1 as the case may be

Section I Instructions to Applicants (“ITA”)

Section II Qualification Criteria and Requirements

Section III Application Forms

Section IV Eligible Countries

Section V IFIs Anticorruption and Antifraud Policies

Section VI Exchange rates table

Section VII Balance sheet inputs form

6.2 Unless obtained directly from Masen, Masen accepts no responsibility for the completeness of the document, responses to requests for clarification, the minutes of the pre-Application meeting (if any), or Addendum to the RfQ Document in accordance with ITA 8 (if any). In case of any discrepancies, documents issued directly by Masen shall prevail.

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6.3 The Applicant is expected to examine all instructions, forms, and terms in the RfQ Document and to provide with its Application all information or documentation as required by the RfQ Document.

7 Clarification of RfQ Document and pre-Application Meeting

7.1 A prospective Applicant requiring any clarification of the RfQ Document shall contact Masen in writing at Masen’s address which is the same as in ITA 1.2 above or at the electronic mail address:

[email protected].

7.2 Masen will respond in writing to any request for clarification provided that such request is received no later than ten (10) calendar days prior to the Deadline for Submission of the Applications. Masen shall communicate a consolidated version of the questions raised (without identifying their authors) and the answers provided to all prospective Applicants which have obtained the RfQ Document directly from Masen (either by email or by publishing them on its website). Should Masen deem it necessary to amend the RfQ Document as a result of a clarification, it shall do so following the procedure under ITA 8 and in accordance with the provisions of ITA 15.2.

7.3 Masen may organise a collective pre-Application meeting if it deems it necessary. In such a case, the prospective Applicant’s designated representative will be invited at the Applicant’s cost to attend this pre-Application meeting at a place, date and time to be notified by Masen. The absence of the representative of any prospective Applicant or of any other person invited or authorized by Masen to attend this pre-Application meeting shall not affect the right for such prospective Applicant to participate to the RfQ Procedure. During this pre-Application meeting, prospective Applicants may request clarification of the Projects’ requirements, the criteria for qualification or any other aspects of the RfQ Document.

7.4 Minutes of the pre-Application meeting, if applicable, including the text of the questions asked by the Applicants (without identifying the source) and the responses given, will be transmitted to all prospective Applicants which have obtained the RfQ Document. Any modification to the RfQ Document that may become necessary as a result of the pre-Application meeting shall be made by Masen through the use of an Addendum pursuant to ITA 8. Non-attendance at the pre-Application meeting will not be a cause for disqualification of an Applicant.

8 Amendment of RfQ Document

8.1 At any time prior to the Deadline for Submission of Applications, Masen may amend the RfQ Document by issuing an addendum (“Addendum”).

8.2 Any Addendum issued by Masen shall be part of the RfQ Document and the issuance of any such Addendum shall be notified by e-mail to all registered prospective Applicants who have obtained the RfQ Document from Masen. Any Addendum may be downloaded by all registered prospective Applicants on Masen’s dedicated electronic platform: https://masen.local-trust.com.

8.3 To give prospective Applicants reasonable time to take an Addendum into account in preparing their Applications, Masen may, at its discretion, extend the Deadline for the Submission of Applications in accordance with ITA 15.2.

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Preparation of Applications

9 Cost of Applications

The Applicant shall bear all costs associated with the preparation and submission of its Application. Masen will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the RfQ Procedure.

10 Language of Application

10.1 The Application as well as all correspondence and documents relating to the Prequalification exchanged between the Applicant and Masen, shall be written in the language specified in ITA 10.2 below. Supporting documents that are part of the Application may be in another language, provided they are accompanied by an accurate translation of the relevant passages in the language specified in ITA 10.2 below, in which case, for purposes of interpretation of the Application, the translation shall govern.

10.2 This RfQ Document has been issued in the English language. The Application as well as all correspondence and related documents shall be submitted in English. Language for translation of supporting documents is English except for supporting documents and printed literature written in French or in Arabic for which no translation is required.

11 Documents Comprising the Application

Each Application shall comprise the following or any other equivalent documents deemed acceptable by Masen:

Documents to be provided References (for information purposes only and without limitation)

(A) Application Submission Form with attached:

- Power of attorney or other similar written confirmation of the corporate authority of the person executing the Application Submission Form (in case of an Applicant that is a Consortium, powers of attorney of the authorized representative to sign on behalf of all members of such Consortium);

- Constitutional documents of the Applicant (articles of incorporation (or equivalent documents of constitution or association), and documents of registration or, in the case of an Applicant that is a Consortium, constitutional documents and registration documents of each member of the Consortium;

- Legal opinion from a reputable external law firm or a notary confirming that any of the previous documents which are not subject to Moroccan law were validly issued and granted and are in force and binding upon the relevant members in particular confirming the identity and the capacity of the signatories of the powers of attorney;

- Legal and organizational memorandum describing specifically each company that will be involved in the completion of the relevant Project and the role it may play in such completion as well as the legal and

ITA 4.2; ITA 4.4; ITA 4.6 ; ITA 12.1; ITA 13.2

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business relations between these companies. For any avoidance of doubt, all Applicants (including Applicants which are applying as single entities where applicable) shall provide such legal and organizational memorandum.

(B) Form ELI –1.1 Applicant Information Form ITA 13.1 and ITA 14

(C) Form ELI – 1.2 Applicant’s Party Information Form with attached:

- A term sheet signed by each member of the Consortium detailing the terms on which the Consortium has been or will be established which should include the following information:

identification of the Lead Member and the Technical Member(s) of the Consortium; as well as the Moroccan Partner as the case may be;

Composition of the Consortium (percentage held in such Consortium, relationships between the companies etc.);

expected shareholding in the relevant Project Company in case this Consortium is the Successful Bidder in respect of the related Project (beneficial ownership);

an actual or intended list of members of Board of Directors which the Applicant intends to appoint in the Project Company if it is designated as Successful Bidder. This information shall be provided if available at this stage

OR

- A letter of intent signed with a draft term-sheet including the same information as above (certified copy).

ITA 4.5; ITA 14

(D) Form CON – 2 Pending Litigation and Litigation History

Section II. Qualification criteria and Requirements

(E) Lead Member Form 1: Financial information with attached:

- Audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) duly certified by an independent qualified accountant for the last two (2) financial years;

- When the above is not available, non-audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) along with a written opinion issued by an independent qualified accountant or auditor certifying the Lead Member’s Gearing and Net Worth for the last two (2 ) financial years ;

- The separate Excel spreadsheet provided in Section VII duly filled in.

Section II. Qualification Criteria and Requirements

(F) Lead Member Form 2: Experience in investing equity and raising debt for Power Plant Projects with attached (as applicable):

- Final acceptance certificates* or offtaker certificates; and


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- A chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred to in this form) in compliance with ITA 4.1

(G) Lead Member Form 3: Development experience in Power Plant Projects (Thermal and /or PV) Criteria 1:

- Final acceptance certificates* or offtaker certificates; and - chart showing the majority ownership of direct and indirect subsidiaries

(whose credentials are referred to in this form) in compliance with ITA 4.1.


(H) Lead Member Form 4: Development experience in Power Plant Projects (Thermal and/or Renewable) Criteria 2 :

- Final acceptance certificates* or offtaker certificates; and - chart showing the majority ownership of direct and indirect subsidiaries

(whose credentials are referred to in this form) in compliance with ITA 4.1.


(I) Technical Member Form 1: Financial information

- Audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) duly certified by an independent qualified accountant for the last two (2) financial years;

- When the above is not available, non-audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) along with a written opinion issued by an independent qualified accountant or auditor certifying the CSP Technical Member(s)’ Gearing for the last two (2 ) financial years;

- The separate Excel spreadsheet provided in Section VII duly filled in.


(J) CSP PT Technical Member Form 2: Development experience in CSP PT Power Plant Projects – as applicable:

- Final acceptance certificates* or offtaker certificates for projects in commercial operation;

- If the CSP PT Technical Member holds 25% of equity in the Eligible Project:

A chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred to in this form) in compliance with ITA 4.1;

Evidence satisfactory to Masen confirming the technical involvement in the design of the CSP Solar Field.

- If the CSP PT Technical Member has acted as EPC in the Eligible Project:

Extract of the signed EPC Contract showing the scope of work carried out by the CSP PT Technical Member.

- If the CSP PT Power Plant Project has incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs and/or a suspension of construction or operation longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project:


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Evidence that the CSP PT Power Plant Project has reached COD.;

(K) CSP Tower Technical Member Form 2 : Development experience in CSP Tower Power Plant Projects - as applicable

- Final acceptance certificate* or offtaker certificates for projects in commercial operation, as applicable;

- Evidence satisfactory to Masen confirming that the Eligible Projects have reached Financial Close and that they are under construction;

- If the CSP Tower Technical Member holds 25% of equity in the Eligible Project:

A chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred to in this form) in compliance with ITA 4.1;

Evidence satisfactory to Masen confirming the technical involvement in the design of the CSP Solar Field.

- If the CSP Tower Technical Member has acted as EPC in the Eligible Project:

Extract of the signed EPC Contract showing the scope of work carried out by the CSP Tower Technical Member.

- If the CSP Tower Power Plant Project has incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs and/or a suspension of construction or operation longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project:

Evidence that the CSP Tower Power Plant Project has reached COD;


(L) BESS Technical Member Form 2 : Development experience in BESS Projects - as applicable

- Final acceptance certificates* or offtaker certificates for projects in commercial operation;

- Evidence satisfactory to Masen confirming the technical experience of the BESS Technical Member in the Eligible Projects (Extract of the signed contract showing the scope of work of the BESS Technical Member).


(M) PV Technical Member Form 2: Development experience in PV Power Plant Projects

- Final acceptance certificates* or offtaker certificates for projects in commercial operation,

- If the PV Technical Member holds 25% of equity in the Eligible Project:

A chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred to in this form) in compliance with ITA 4.1.

- If the PV Technical Member has acted as EPC in the Eligible Project:


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Extract of the signed EPC Contract showing the scope of work carried out by the PV Technical Member.

*Final acceptance certificate should be mutatis mutandis substantially similar to the offtaker certificate template (included in this document) and should include at least the following information: (i) location (ii) technical characteristics (iii) investors and (iv) operator.

12 Application Submission Form and related forms and documents

12.1 The Applicant shall provide a duly completed, signed and initialled Application Submission Form together with all the other forms, documents and information listed in ITA 11 duly filled, initialled, signed and/or certified, as applicable, by an authorized representative, as applicable and in accordance with Section I, Application Forms, of the RfQ Document in order to establish its qualifications to perform the Projects in accordance with Section II, Qualification Criteria and Requirements, of the RfQ Document.

12.2 Wherever an Application Form requires an Applicant to state an amount as included within the audited financial statements, Applicants should indicate the USD equivalent using the exchange rate (arithmetic average of the bid and ask rates) published by Reuters (http://www.reuters.com/finance/currencies) at close of business (Moroccan time) on the closing balance sheet date for the relevant financial statements wherever an Application Form requires an Applicant to state a monetary amount other than as included within the audited financial statements, Applicants should indicate the USD equivalent using the exchange rate (arithmetic average of the bid and ask rates) published by Reuters (http://www.reuters.com/finance/currencies) at close of business (Moroccan time) on the date of first issuance of this RfQ Document, attached in Section VI.

Any error in determining the exchange rates in the Application may be corrected by Masen which is entitled to take into consideration the corrected data for the purpose of this Prequalification procedure.

13 Signing of the Application and number of copies

13.1 The Applicant shall prepare one original version of the documents comprising the Application as described in ITA 11. The original Application shall be typed or written in indelible ink, initialled and signed by a person duly authorized to sign on behalf of the Applicant.

13.2 In case the Applicant is a Consortium, the Application shall be initialled and signed by an authorized representative of the Consortium on behalf of the Consortium and so as to be legally binding on all the members of such Consortium as evidenced by a power of attorney signed by their legally authorized signatories and a legal opinion confirming the identity and capacity of the signatory on behalf of the Consortium.

Submission of Applications

14 Identification of Applications

14.1 The Applicant shall, before the Deadline for Submission, (i) scan and upload the original version of the Application on Masen’s electronic platform and in accordance with Masen’s e-tendering rules1 and (ii)

1 This e-tendering process offers guarantees as to transparency, traceability, confidentiality and security for the access, processing

and storage of documents and information provided for by the Applicants. Prior to submission, the Applicants shall connect to the dedicated page of Masen’s website (www.masen.ma) to register and create a user account. Once this account is created, its access

27

submit its Application by letter with acknowledgement of receipt or hand delivery together with an electronic copy (USB drive). An Applicant having submitted its Application on Masen’s electronic platform shall, for record purposes, send the original Application by letter with acknowledgement of receipt or by hand delivery to Masen’s address specified in ITA 1.2 together with an electronic copy (USB drive) .

Each USB drive requested shall be free of any virus and shall contain non compressed files that are printable and reproducible in one of these formats:

(a) Microsoft Word 2007 or later versions (for written documents); (b) Microsoft Excel 2007 or later versions, compatible with Microsoft Excel 2003 Autocad 2008 for

diagrams and plans; and (c) JPEG format for all the photographs and images.

In addition, all the documents shall also be supplied in printable and reproducible PDF format.

The original Application shall be enclosed in sealed envelope(s) and/or box(s) duly marked “Noor Midelt II Project– RfQ” labelled as follows: "Noor Midelt II Project – RfQ” “Confidential - Not to be opened prior to 16/September/2019 at 10:00 am Moroccan time - To be opened by the evaluation committee" – the date and the hour indicated being those that are set for the opening of the Application Name and address of the Applicant Address of Masen”

14.2 The Applicants may modify any Application submitted in advance of the Deadline for Submission. Any modification shall be accompanied by a letter duly signed by an authorized representative of the Applicant confirming the modification. In case of discrepancy between the electronic version of the Application and the hard copy, the latter shall prevail if received prior to the Deadline for Submission of Applications.

14.3 Masen will not accept any responsibility for not processing any proposal that was not provided as required in ITA 14.1 above.

15 Deadline for Submission of Applications

15.1 Applications shall be received by Masen no later than: 16 September 2019 at 10 am Moroccan time (“Deadline for Submission”).

15.2 Masen may, at its discretion, extend the Deadline for Submission of Applications by amending the RfQ Document in accordance with ITA 8, in which case all rights and obligations of Masen and the Applicants subject to the previous deadline shall thereafter be subject to the deadline as extended.

is restricted exclusively to the sole persons habilitated by the Applicant. The electronic platform will make available to the Applicant the following functions:

- access and download of the RfQ Document and related documents; - submission by the Applicant of its prequalification proposal and its validation with all confidentiality, security and non-reject

guarantees; - secured deposit of the documents and electronic files; - possibility to send e-mails, through a secured electronic mail, with acknowledgment of receipt; - possibility to receive a dated acknowledgment of receipt of the documents transmitted. The Applicants may modify the elements of their prequalification proposals until the Deadline for Submission. However, once the Deadline for Submission is expired, the validated electronic Qualification Statements are printed and processed in a way similar to hard copy Qualification Statements. A guide of utilization is available (in French) on Masen’s e-tendering platform and a hotline is available on 24 hours 7 days a week at the following number: 00 331 76 64 74 02 for any further assistance.

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16 Opening of Applications

Masen shall prepare a record of the opening of Applications including, as a minimum, the name of the Applicants. A copy of the record shall be made available on Masen’s electronic platform.

Procedures for evaluation of Applications

17 Confidentiality

17.1 Information relating to the Applications, their evaluation and result shall not be disclosed to Applicants or to any other person not concerned directly by the RfQ Procedure until the notification of Prequalification results is made available to all Applicants in accordance with ITA 23. For the sake of clarity, (i) IFIs participating directly or indirectly in the financing of the Project(s), shall have access to the documents or information transmitted by the Applicants to Masen pursuant to their procurement policies and their instruction procedures and (ii) Applicants may transmit this RfQ Document to their advisors or potential Contractors for the Projects subject to the latter being bound by a duty of confidentiality.

17.2 From the Deadline for Submission to the time of notification of the results of the Prequalification in accordance with ITA 23, any Applicant that wishes to contact Masen on any matter related to the RfQ Process, may do so only in writing.

18 Clarification of Applications

18.1 To assist in the evaluation of the Applications, Masen may, at its discretion, request from any Applicant clarifications (including missing documents) of its Application, to be submitted within a stated reasonable period of time. Any request for clarification from Masen and all clarifications from the Applicant shall be in writing.

18.2 If an Applicant does not provide clarifications and/or documents requested by the date and time set forth in Masen’s request for clarification or any additional follow-up clarification requested by Masen within its sole discretion, its Application shall be evaluated based on the information and documents transmitted by the Applicant at the time of evaluation of the Application.

19 Responsiveness of Applications

Masen may reject any Application which is not responsive to the requirements of the RfQ Document or to the clarification requests as per ITA 18.2. In case the information provided by the Applicant is incomplete or otherwise requires clarification, and in response to Masen’s request as per ITA 18.1, the Applicant fails to provide satisfactory clarification and/or missing information, it may result in disqualification of the Applicant.

In addition, Masen reserves the right to verify at any time the veracity of the information provided (including requesting relevant supporting documents) and to disqualify any Applicant having provided false or misleading information.

Evaluation of Applications and Prequalification of Applicants

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20 Evaluation of Applications

Masen shall use the factors, methods, criteria, and requirements defined in Section II, Qualification Criteria and Requirements, of the RfQ Document to evaluate the qualifications of the Applicants. Masen reserves the right to waive any non-conformity in an Applicant’s qualification statement that does not materially affect the Applicant’s capability to perform under the Project(s).

21 Masen’s right to accept or reject Applications

Masen reserves the right to accept or reject any Application, and to cancel the RfQ Procedure and reject all Applications at any time, without thereby incurring any liability to the Applicants.

22 Prequalification of Applicants

22.1 All Applicants whose Applications substantially meet or, if relevant, exceed the specified qualification requirements will be prequalified by Masen. An Applicant may be “conditionally prequalified,” that is, qualified subject to the Applicant submitting or correcting certain specified non material documents or deficiencies to the satisfaction of Masen.

22.2 The Lead Member fulfilling (i) Power Plant development criteria 1 and (ii) Power Plant development criteria 2 are strongly encouraged to submit prequalification Application for both configurations.

22.3 Applicants that are conditionally prequalified will be so informed along with the statement of the condition(s) which must be met to the satisfaction of Masen before or at the time of submitting their bids.

23 Notification of Prequalification

23.1 Masen shall notify all Applicants with the outcome of their Applications whether they have been prequalified, conditionally prequalified or disqualified.

23.2 Masen will post the list of the names of all Prequalified Applicants on its website (www.masen.ma). Applicants that have not been prequalified may write to Masen to request, in writing, the grounds on which they were disqualified. Application-related complaints (“Complaints”) should be submitted to Masen in a timely manner, but no later than 10 days before Deadline for Submissions, for potential applicants, and no later than 10 days after notification of their exclusion, for unsuccessful applicants. When so submitted, Masen will address the complaints promptly and fairly in accordance with applicable procedures, and inform its internal bodies and IFIs accordingly.

24 Invitation for Bids

Masen shall invite for bids all the Applicants that have been prequalified or conditionally prequalified as the case may be and which shall still satisfy all the criteria set up in Section II, Qualification Criteria and Requirements, of the RfQ Document at the time of invitation for bids.

25 Changes in Qualifications of Applicants

Any change in the structure of the Applicant after being prequalified shall be subject to the following rules without prejudice to the RfP document provisions:

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a) The Lead Member, cannot be changed except if (i) (A) it becomes subject to insolvency proceedings or any other similar proceedings which can lead to an insolvency proceedings or (B) the Lead Member is being replaced by another Lead Member that has already been prequalified , where the new consortium shall be compliant with the relevant criteria as set forth in Section II, Qualification Criteria and Requirements, of the RfQ Document at Masen’s satisfaction, and (ii) subject to Masen receiving the change request no later than twenty-one (21) calendar days before the Deadline for Submission of bids. In such a case, the Applicant shall confirm that the documents submitted during the Prequalification Procedure remain in force and provide with replacing documents where necessary.

b) A Technical Member, cannot be changed except if (i) (A) they become subject to insolvency proceedings or any other similar proceedings which can lead to an insolvency proceedings or (B) the Technical Member is being replaced by another Technical Member fulfilling the relevant technical criteria , where the new consortium shall be compliant with the relevant criteria as set forth in Section II, Qualification Criteria and Requirements, of the RfQ Document at Masen’s satisfaction, and (ii) the changing cannot occur after the deadline for submission for bids specified in the RfP Document;

c) A member other than the Lead Member and the Technical Member(s) can be changed/added subject to (i) the new member (as the case may be) complying with the criteria set forth in the RfQ Document applicable thereto at Masen’s satisfaction and (ii) the changing cannot occur after the deadline for submission for bids specified in the RfP Document;

d) No changes in the members of an Applicant that is a Consortium are permitted which would result in the failure by the Consortium to meet any of the criteria set forth in Section II, Qualification Criteria and Requirements, of the RfQ Document.f

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This Section contains all the methods, criteria, and requirements that Masen shall use to evaluate Applications. The information to be provided in relation to each requirement and the definitions of the corresponding terms are included in the respective Application Forms.

The retained methodology requires that, in order for it to be prequalified under this RfQ Procedure, one Applicant must satisfy all the requirements as established in this Section II and provide all applicable Application Forms and documents requested therein.

Compliance with RfQ’s criteria shall be maintained after Prequalification phase. Masen reserves the right to require at any time and to any Prequalified Applicant during the RfP stage, updated information and relevant documents in order demonstrate that it continues to fulfil the RfQ criteria.

The criteria below (Eligibility and Non-Performance) apply to all Applicants for each Project.

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General Eligibility and Non-performance Criteria Compliance Requirements Documentation No. Subject Requirement Single Entity Consortium (existing or intended) Submission

Requirements All parties combined

Each member One member

1 General Eligibility

1.1 Conflict of Interest No conflicts of interest in accordance with ITA 4.8

Must meet requirement



N/A Application Submission Form with attachments

1.2

Eligibility Not having been declared ineligible, as described in ITA 4.10 and 5.1




N/A

Application Submission Form with attachments Forms ELI – 1.1 and 1.2, with attachments

2 Non-performance

2.1 Pending Litigation The Applicant (or, in the case of an Applicant that is a Consortium, each member of the Consortium) must not have a Material Dispute pending or resolved against it in the current year and during the last twelve (12) months




N/A Form CON – 2

2.2 Litigation History No repeated Material Dispute since 1st January




N/A Form CON – 2

33

General Eligibility and Non-performance Criteria Compliance Requirements Documentation No. Subject Requirement Single Entity Consortium (existing or intended) Submission

Requirements All parties combined

Each member One member

2009

The Criteria above (General Eligibility and Qualification criteria) apply to all Applicants for Noor Midelt II Project.

If an Applicant is submitting an Application Submission Form as a single entity, then that Applicant must meet criteria set for both the Lead Member AND the Technical Member(s) as set out below

The Lead Member and the Technical Member(s) as well as the Moroccan Partner (as the case may be) may be the same entity.

Criteria applicable to the Lead Member

Qualification Criteria Compliance Requirements Documentation

No. Subject Requirement Credentials Eligibility Lead Member Submission Requirements

3 LEAD MEMBER CRITERIA

3.1 Financial criteria Financial Strength - Net Worth ≥ $ 400

million for the last two financial years

Must meet requirement Lead Member Form 1 with attachment(s)

3.2 Financial criteria Gearing ≤ 80% for the last two financial years

Must meet requirement Lead Member Form 1 with attachment(s)

3.3 Financing criteria

Experience in investing equity and raising debt for Power Plant Projects

- Limited Recourse Debt - Eligible Projects for

Gross Debt criteria:

Must meet requirement. Lead Member Form 2 with attachment(s)

34



- Aggregate equity injection higher than or equal to $ 100 million, AND

- Aggregate Gross Debt raised higher than or equal to $ 700 million

- Power Plant Projects,

- Minimum Project Costs of $ 100 million per Eligible Project,

- Projects that reached COD in the period from the 1st of January 2009 and the date of issuance of this RfQ Document, and

- The Lead Member has held (directly/indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company of the Eligible Project) from the date of Financial Close until COD.

- Eligible Projects for

equity criteria: - Power Plant

Projects,

35



- Minimum Project Costs of $ 100 million per Eligible Project,

- Projects that reached COD in the period from the 1st of January 2009 and the date of issuance of this RfQ Document, and

- The Lead Member has held (directly/indirectly) some equity of the Eligible Project (i.e. no minimum threshold required in the project company of the Eligible Project) from the date of Financial Close until COD.

3.4 Power Plant development criteria 1 as per Table 1

Development experience in Power Plant Projects Developed an aggregate Capacity of 1000 MW of

Eligible Projects: - The Power Plant

Project has reached COD during the period from the 1st of January 2009 and the date of


36



Thermal Power Plant Projects and/or PV Power Plant Projects,

Of which: - (i) Thermal Power

Plant Projects for an aggregate Capacity of at least 500 MWe, AND

- (ii) at least one Thermal Power Plant Project with minimum Capacity of 100 MWe per Unit.

issuance of this RfQ Document,

- The Power Plant Project has a Capacity exceeding or equal to 20 MWp per PV plant or Unit;

- The Lead Member has held (directly/indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company of the Eligible Project) from Financial close to COD.

- The Power Plant Project has not incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs, and

- No suspension longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project.

37



3.5 Power Plant development criteria 2 as per Table 1

Development experience in Power Plant Projects Developed an aggregate Capacity of 1000 MW of Thermal Power Plant Projects and/or Renewable Power Plant Projects,

Of which: - Renewable Power

Plant Projects for an aggregate Capacity of at least 200 MW,

- At least one PV Power Plant Project with minimum Capacity of 30 MWp

per Unit. - at least one Power

Plant Project with minimum Capacity of 100 MW per Unit.

Eligible Projects: - The Power Plant

Project has reached COD during the period from the 1st of January 2009 and the date of issuance of this RfQ Document,

- The Power Plant Project has a Capacity exceeding or equal to 20 MWp per PV plant or Unit;

- The Lead Member has held (directly/indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company of the Eligible Project) from Financial close to COD.

- The Power Plant Project has not incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs, and


38



- No suspension longer than 6 months or termination has occurred in relation to any Agreement related to the Eligible Project.

Criteria applicable to the Technical Member

A Technical Member which is a single entity shall fulfil Eligibility and Qualification Criteria applicable to both the relevant CSP Technical Member and the PV Technical Member.

1. Criteria applicable to the CSP Technical Member

Eligibility and Qualification Criteria Compliance Requirements Documentation

No. Subject Requirement Credentials Eligibility CSP Technical Member Submission Requirements

4 CSP PT Technical Member criteria

4.1 Financial Criteria Gearing ≤ 90% for the last two financial years

Must meet requirement Technical Member Form 1 with attachment(s)

4.2 CSP PT Power Plant

technical criteria Development or Construction of a CSP PT Power Plant Project with a minimum Capacity of 45 MWe per Unit with

Eligible Projects: - CSP PT Power Plant

Project with molten salt thermal energy storage system,

Must meet requirement CSP PT Technical Member Form 2 with attachment(s)

39



integrated molten salt thermal energy storage system.

- The CSP PT Power Plant Project has been commissioned after the 1st of January 2009 and operated successfully (injecting the electricity produced in the grid) for at least twelve (12) months after COD as of the Deadline for Submission;

- The CSP PT Technical Member : Has held (directly

or indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company of the Eligible Project) from Financial Close to COD+1 year AND has been involved from a technical perspective in the design of the CSP

40



Solar Field2 ; OR

Acted as EPC Contractor of the Eligible Project.

- The CSP PT Power Plant Project has not incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs such eligibility criteria shall not apply if the CSP PT Power Plant Project has passed the acceptance tests and reached COD; and

- No suspension longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project. Such eligibility

2 Such involvement may correspond to an active participation in the design review, technical due diligence, preparation of the technical bid or equivalent roles in the Eligible Project, which participation needs to be demonstrated through a contractual arrangement.

41



criteria shall not apply if the CSP PT Power Plant Project has passed the acceptance tests and reached COD.


5 CSP Tower Technical Member criteria

5.1 Financial Criteria

Gearing ≤ 90% for the last two financial years


5.2 CSP Tower Power Plant technical criteria

Development or construction of a CSP Tower Power Plant Project with a minimum Capacity of 15 MWe per Unit.

Eligible Projects: - CSP Tower Power Plant

Project;

- The CSP Tower Power Plant Project has not incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs. Such eligibility criteria shall not apply if the CSP Tower Power Plant Project has passed the acceptance tests and reached COD.

Must meet requirement CSP Tower Technical Member Form 2 with attachment(s)

42

- No suspension of

construction or operation longer than 6 months or termination has occurred in relation to any Agreement related to the Eligible Project. Such eligibility criteria shall not apply if the CSP Tower Power Plant Project has passed the acceptance tests and reached COD.

- The CSP Tower Technical Member:

o Has held (directly or

indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company of the Eligible Project) AND has been involved from a technical perspective in the design of the CSP

43

Solar Field3 In this case, the CSP Tower Power Plant Project shall have reached Financial Close and are under construction in the period from 1st January 2009 until the date of issuance of this RfQ Document; OR :

o Has acted as an EPC Contractor of a CSP Tower Power Plant Project.

In this case, the CSP Tower Power Plant Project shall have reached COD in the period from 2009 until the date of issuance of this RfQ Document.

2. Criteria applicable to the PV Technical Member

3 Such involvement may correspond to an active participation in the design review, technical due diligence, preparation of the technical bid or equivalent roles in the Eligible Project, which participation needs to be demonstrated through a contractual arrangement.

44


No. Subject Requirement Credentials Eligibility PV Technical Member Submission Requirements

6 PV TECHNICAL MEMBER CRITERIA

6.1 Financial criteria Gearing ≤ 90% for the last two financial years


6.2 PV Power Plant technical criteria

Development or construction of utility scale PV Power Plant Projects with an aggregate Capacity of at least 100 MWp, out of which :

- at least one PV Power Plant Project has a Capacity ≥ 20 MWp.

Eligible Projects: - The PV Power Plant

Project has been commissioned as from 1st of January 2009 and operated successfully (injecting the electricity produced in the grid) for at least twelve (12) months after COD as of the Deadline for Submission;

- The PV Power Plant Project has a Capacity ≥ 5 MWp;

- The PV Technical Member : Has held

(directly/indirectly) at least 25% of the Eligible Project (i.e. 25% of the equity of the project company

Must meet requirement. PV Technical Member Form 2 with attachment(s)

45


No. Subject Requirement Credentials Eligibility PV Technical Member Submission Requirements

of the Eligible Project) from Financial close to COD ; OR

Acted as an EPC Contractor of the Eligible Project.

- The PV Power Plant Project has not incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs, and

- No suspension longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project.

46

3. Criteria applicable to the BESS Technical Member


No. Subject Requirement Credentials Eligibility BESS Technical Member Submission Requirements

7 BESS TECHNICAL MEMBER CRITERIA

7.1 Financial criteria Must meet requirement

Technical Member Form 1 with attachment (s)

7.2

BESS Project technical criteria

Design or construction of Battery Electrical Storage Systems with an aggregate Capacity of at least 100 MWh, out of which:

- at least one BESS has a Capacity ≥ 20 MWh.

Eligible Projects: - in Battery Electrical

Storage System. - The BESS has a Capacity

≥ 1 MWh;

- The BESS Technical Member: o Has been involved

from a technical perspective in the design and/or the construction of a Battery Electrical Storage system.

Must meet requirement. BESS Technical Member Form 2

with attachment(s)

47

Section III. Application Forms

Table of Forms

The RfQ Document includes all Application Forms that Applicants must complete and submit together with their Applications and the documents required pursuant to those forms as the case may be. Masen reserves the right to add, in the context of the RfQ Procedure, any form which it deems to be necessary to be fulfilled by the Applicants and which shall be considered as part of the RfQ Document.

These forms (the “Application Forms”) are as specified hereafter in this Section I of the RfQ Document:

(A) Application Submission Form

(B) Form ELI – 1.1 Applicant Information Form

(C) Form ELI – 1.2 Applicant’s Party Information Form

(D) Form CON – 2 Pending Litigation and Litigation History

(E) Lead Member Form 1: Financial information

(F) Lead Member Form 2: Experience in investing equity and raising debt for Power Plant Projects

(G) Lead Member Form 3: Development experience in Power Plant Projects (Thermal and PV)

(H) Lead Member Form 4: Development experience in Power Plant Projects (Thermal and/or Renewable)

(I) Technical Member Form 1: Financial information

(J) CSP PT Technical Member Form 2: Development experience in CSP PT Power Plant Projects – As applicable (K) CSP Tower Technical Member Form 2: Development experience in CSP Tower Power Plant Projects – As applicable

(L) BESS Technical Member Form 2: Development experience in BESS Projects – As applicable

(M) PV Technical Member Form 2: Development experience in PV Power Plant Projects

(N) Offtaker certificate’s template

Applicants shall cause duly signed offtaker’s certificates to be delivered for each relevant project developed/operated or constructed, as the case may be, by them (whether directly or through their subsidiaries) and referred to in their Application Forms. Such certificates shall be substantially in the form attached in Section III, Application Forms, of the RfQ Document.

48

Application Submission Form

Date: [insert day, month, and year]

[OCB title: [insert OCB title]]

To: Masen

We, the undersigned, apply to be prequalified for [the referenced OCB] and declare that:

All the terms defined hereinafter beginning with a capital letter shall have the meaning set out in the RfQ Document. We have examined and have no reservations to the RfQ Document, including Addendum (a) No(s) [__] [as the case may be], issued in accordance with Instructions to Applicants ITA 8: [insert the number and issuing date of each addendum] and we agree to be bound by its provisions.

We have no conflict of interest in accordance with ITA 4.8 ;

We meet the eligibility requirements as stated ITA 4.1 and ITA 5.1;

[We declare that no commissions or gratuities have been or are to be paid by us to agents or any third party relating to this Application;] OR ;

[If any payments are made or promised, add the following statement: “we declare that the following commissions, gratuities, or fees have been paid or are to be paid with respect to the prequalification process:

Name of Recipient

Address Reason Amount

[insert full name for each occurrence]

[insert street/ number/city/country]

[indicate reason] [specify amount currency, value, exchange rate and US$ equivalent]

________________ ________________ ________________ ________________

________________ ________________ ________________ ________________

________________ ________________ ________________ ________________

________________ ________________ ________________ ________________”]

We understand that you may cancel the RfQ Procedure at any time and that you are neither bound to accept any Application that you may receive nor to invite the Prequalified Applicants to bid for the Project(s) of this Prequalification process, without incurring any liability to the Applicants, in accordance with ITA 22.

All information, statements and description contained in the Application (including but not limited to, in all Application forms filled in by the Applicant and related documents submitted and with respect to all projects referred to in the Application Forms) are in all respect true, accurate, correct and complete.

We declare that:

the Lead Member of our Application is [Name of the Lead Member to be inserted],

49

the Technical Member(s) is [Name of the Technical Member(s) to be inserted ] and composed as the case may be of [Name of the Technical Member to be inserted ] as CSP Technical Member, [Name of the Technical Member to be inserted ]] as the PV Technical Member, and [Name of the Technical Member to be inserted ]] as the BESS Technical Member;

and the Moroccan Partner as the case may be is [Name of the Moroccan Partner to be inserted].

We declare that the selected CSP Technology for the Project, if applicable, is [Name of the CSP Technology chosen to be inserted].

You will find attached to this form the following documents:

- Power of attorney or other similar written confirmation of the corporate authority of the person executing the Application Submission Form (in case of an Applicant that is a Consortium, the authorized representative shall attach the powers of attorney to sign on behalf of all members of such Consortium);

- Constitutional documents of the Applicant (articles of incorporation (or equivalent documents of constitution or association), and documents of registration or, in the case of an Applicant that is a Consortium, constitutional documents of each member of the Consortium;

- Legal opinion from a reputable external law firm or a notary qualified in the jurisdiction in which

the relevant entity is registered and where applicable qualified in the jurisdiction governing documents covered by such legal opinion confirming that any of the previous documents which are not subject to Moroccan law were validly issued and granted and are in force and binding upon the relevant members in particular confirming the identity and the capacity of the signatories of the powers of attorney;

- Legal and organizational memorandum describing specifically each company that will be involved

in the completion of the relevant Project and the role it may play in such completion as well as the legal and business relationships between these companies;

- All requested Application Forms and related supporting documents (including the term-sheet

relating to the Consortium); - Other documents as applicable [to be detailed as the case may be].

Signed [insert signature(s) of an authorized representative(s) of the Applicant]

Name [insert full name of person signing the Application]

In the capacity of [insert capacity of person signing the Application]

Duly authorized to sign the Application for and on behalf of: Applicant’s Name [insert full name of Applicant or the name of the Consortium]

Address [insert street number/town or city/country address]

Dated on [insert day number] day of [insert month], [insert year]

50

Form ELI -1.1 Applicant Information Form

[The following table shall be completed in case the Applicant is an individual entity]

Date: [insert day, month, year] [OCB title: [insert OCB title]]

Page [insert page number] of [insert total number] pages

Applicant's Name

[insert full name]

Applicant's actual country of registration:

[indicate country of Constitution]

Applicant's actual year of incorporation:

[indicate year of Constitution]

Applicant's actual legal address [in country of registration]:

[insert street/ number/ town or city/ country]

Applicant's actual authorized representative information

Name: [insert full name]

Address: [insert street/ number/ town or city/ country]

Telephone/Fax numbers: [insert telephone/fax numbers, including country and city codes]

E-mail address: [indicate e-mail address]

51

Form ELI -1.2 Applicant's Party Information Form

[The following form shall be completed in case the Applicant is a Consortium to provide information relating to each Consortium member]

Date: [insert day, month, year] [OCB title: [insert OCB title]]


Applicant Name:

[insert full name]

Applicant's Party Name:

[insert full name of Applicant's Party]

Applicant's Party country of registration:

[indicate country of registration]

Applicant Party's year of constitution:

[indicate year of constitution]

Applicant Party's legal address in country of constitution:

[insert street/ number/ town or city/ country]

Applicant Party's authorized representative information

Name: [insert full name]

Address: [insert street/ number/ town or city/ country]

Telephone/Fax numbers: [insert telephone/fax numbers, including country and city codes]

E-mail address: [indicate e-mail address]

Attached documents:

- a term sheet signed by each member of the Consortium detailing the terms on which the Consortium has been or will be established which should include the following information :

identification of the Lead Member and the Technical Member(s) as well as the Moroccan Partner as the case may be of the Consortium;

composition of the Consortium (percentage held, relationships between the companies etc.);

expected shareholding in the relevant Project Company in case this Consortium is the Successful Bidder in respect of the related Project(s) (beneficial ownership);

an actual or intended list of members of board of directors

OR

A letter of intent signed with a draft term-sheet including the same information as above

52

Form CON – 2 Pending Litigation and Litigation History

[The following table shall be filled in for the Applicant and in case of a Consortium, for each member of the Consortium]

Applicant’s Name: [insert full name] Date: [insert day, month, year]

Consortium Party Name:[insert full name] OCB title: [insert OCB title]


Pending Litigation, in accordance with Section II, Qualification Criteria and Requirements

No pending litigation in accordance with Section II, Qualification Criteria and Requirements, Sub-Factor 2.1.

OR Pending litigation in accordance with Section II, Qualification Criteria and Requirements, Sub-Factor 2.1 as indicated below.

Year of dispute

Amount in dispute Identification of Material Dispute(s) Total Amount (currency), USD

Equivalent (exchange rate)

[insert year] [insert amount as currency and as percentage of Net Worth based on: - the audited financial statements of the current year and the last 12 months; - or when the above is not available on the non-audited financial statements of the current year and the last 12 months along with a written opinion by an independent qualified accountant or auditor, certifying such amounts and percentages of Net Worth for the current year and the last 12 months]

Identification: [indicate purpose, complete name, number, and any other identification] Name of other party: [insert full name] Address of other party: [insert street/city/country] Matter in dispute: [indicate main issues in dispute] Opening date of dispute: [insert date] Party who initiated the dispute: [indicate name and capacity of the party] Status of dispute: [Indicate if it is being treated by the Adjudicator, under Arbitration or being dealt with by the Judiciary]

[insert amount]

Litigation History, in accordance with Section II, Qualification Criteria and Requirements

No litigation history in accordance with Section II, Qualification Criteria and Requirements, Sub-Factor 2.2. OR Litigation history in accordance with Section II, Qualification Criteria and Requirements, Sub-Factor 2.2 as indicated below.

53

Year of award

Outcome as percentage of Net

Worth

Identification of any repeated Material Dispute(s)

Total Amount (currency), USD

Equivalent (exchange rate)

[insert year] [insert percentage based on: - the last available financial statements - or when the above is not available, on the last non-audited financial statements along with a written opinion by an independent qualified accountant or auditor, certifying such outcome as percentage of net worth]

Identification: [indicate purpose, complete name, number, and any other identification] Name of other party : [insert full name] Address of other party: [insert street/city/country] Matter in dispute: [indicate main issues in dispute] Opening date of dispute: [insert date] Party who initiated the dispute: [indicate name and capacity of other party] Status of dispute: [Indicate if it is being treated by the Adjudicator, under Arbitration or being dealt with by the Judiciary]

[insert amount]

54

Lead Member Form 1 : Financial information

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s Lead Member Name: [insert full name] [OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by the Lead Member for the last two financial years :

Lead Member

Most recent Financial statements’ year

[Insert year]

Foreign exchange rate 1 USD = [insert Foreign exchange rate value in accordance with ITA 12.2] [insert name of Local currency]

Currency In local currency [insert name of Local currency]

Million

(USD m)

Gearing Net Debt Equity Gearing (%) [Net Debt/(Net Debt + Equity)]

Net Worth

Total Assets (for last financial year)

Total Liabilities (for last financial year)

Net Worth

Lead Member

Financial statements of the year preceding the last financial year

[Insert year]



Million

(USD m)

Gearing Net Debt

55

Equity Gearing (%) [Net Debt/(Net Debt + Equity)]

Net Worth

Total Assets (for last financial year)

Total Liabilities (for last financial year)

Net Worth

(2) Does the Lead Member have a Gearing ≤ 80 %?

YES NO

(3) Does the Lead Member have a Net Worth equal to or exceeding four hundred million USD (400 USD m)? YES NO

Attached documents:

- The Lead Member should provide its audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) duly certified by an independent qualified accountant for the last two (2) financial years, which should be prepared in accordance with either IFRS or any other similar accounting or public accounting standard which is permissible in the jurisdiction applying to the Lead Member.

- When the above is not available, the Lead Member shall provide its non-audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) along with a written opinion issued by an independent qualified accountant or auditor, certifying the Lead Member’ Gearing and Net Worth for the last two (2) financial years.

- The Lead Member shall duly fill-in Section VII provided in a separate Excel spreadsheet.

56

Lead Member Form 2 : Experience in investing equity and raising debt for Power Plant Projects


(1) The following table shall be filled in by the Lead Member Project 1 Project 2 Project N Aggregate

(USD m) Lead Member Name n/a

Project company Name n/a

Project Name n/a

Country n/a

Project Capacity (in MW) n/a

Offtaker Certificate? (Yes/No) n/a

Offtaker Name n/a

Name of Lead Member’s subsidiary that is a shareholder in the project company of the project, if applicable

n/a

Ownership maintained from Financial Close until COD? (Yes/No)

n/a

Minimum 25% ownership of the Eligible Project maintained from Financial Close until COD? (Yes/No)

n/a

Foreign exchange rate (USD / [insert name of local currency]) n/a Power Plant? (Yes/no) n/a

Nature of the Eligible Project (e.g. IPP, IWPP) n/a

Project Costs ([insert name of local currency] m) n/a

Project Costs (USD m) n/a

Project Costs (USD m) ≥ 100 USD m? (Yes/No) n/a

Date of Financial Close n/a

Date of Commercial Operation n/a

COD after 1st January 2009? (Yes/No) n/a

Limited Recourse Debt? (Yes/No) n/a

Gross Debt raised (in [insert name of local currency]m) n/a

Gross Debt raised4 for the Eligible Project (USD m)

Total equity from all shareholders of the Eligible Project ([insert name of local currency] m)

n/a

Total equity from all shareholders of the Eligible Project (USD m)

n/a

Equity invested in the Eligible Project (USD m)

4 Aggregate for Gross Debt shall only account for projects where there is a minimum 25% ownership of such subsidiary

57

(2) The following table shall be filled in by the Lead Member based on the answers to question (1) above

Lead Member [Insert name]

(USD m) Aggregate Gross Debt raised for the Eligible

Project(s)

Aggregate equity invested in the Eligible Project(s)

(3) Based on the answer to question (2) is the Lead Member aggregate Gross Debt, calculated in question (2) above, equal to or does it exceed USD seven hundred (700) million? YES NO

(4) Based on the answer to question (2) is the Lead Member aggregate equity calculated in question (2) above, equal to or does it exceed USD one hundred (100) million? YES NO

Attached documents (as applicable):

- Final acceptance certificate or offtaker certificates; and - Chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred

to in this form) in compliance with ITA 4.1.

58

Lead Member Form 3 : Development experience in Power Plant Projects (Thermal and/or PV)_Development Criteria 1


(1) The following table shall be filled in by the Lead Member:

Project 1 Project 2 Project N Aggregate

(USD m) Lead Member’s Name n/a


Project Name n/a

Country n/a

Offtaker Name n/a

Offtaker Certificate? (Yes/No) n/a Name of Lead Member’s subsidiary that is a shareholder in the project company of the Eligible Project, if applicable

n/a

Ownership of the Lead Member in such subsidiary in (%) n/a Minimum 25% ownership of the Eligible Project? n/a


n/a

Nature of the Project (IPP, IWPP) n/a

Thermal Power Plant Project? (Yes/no) n/a

PV Power Plant Project? (Yes/no) n/a

Nature of the technology n/a




Capacity (in MW)

Power Plant Installed Capacity ≥ 20 MW? (Yes/No) n/a Thermal Power Plant Installed Capacity ≥ 100 MWe? (Yes/No)

n/a

Project Costs (in local Currency) n/a Project Costs (USD m) n/a Foreign exchange rate (USD / ([insert name of local currency])

n/a

Limited Recourse Debt? (Yes/No) n/a Penalties or LDs > 25% of Annual O&M Costs? (Yes/No) n/a Penalties or LDs >5% of the Total EPC Costs? (Yes/No) n/a

59

Suspension longer than 6 months or termination in relation to any Agreement related to the Eligible Project? (Yes/No)

n/a



Total Capacity of Eligible Projects ( MW)

Total Capacity of PV Eligible Projects( MWp)

Total Capacity of Thermal Eligible Projects (MWe)

Number of Thermal Eligible Projects with a Capacity ≥ 100MWe per Unit

(3) Based on the answer to question (2) has the Lead Member:

(i) Developed an aggregate Thermal and/or PV Power Plant Projects of at least one thousand (1000) MW?

YES NO

(ii) Developed an aggregate Thermal Power Plant Projects capacity of at least five hundred (500) MWe?

YES NO

(iii) Developed at least one Thermal Power Plant Project of a capacity of at least one hundred (100) MWe per Unit?

YES NO

60


- Final acceptance certificate or offtaker certificates; and - Chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are

referred to in this form) in compliance with ITA 4.1.

61

Lead Member Form 4 : Development experience in Power Plant Projects (Thermal and/or Renewable)_Development Criteria 2


(4) The following table shall be filled in by the Lead Member:

Project 1 Project 2 Project N Aggregate

(USD m) Lead Member’s Name n/a


Project Name n/a

Country n/a

Offtaker Name n/a

Offtaker Certificate? (Yes/No) n/a Name of Lead Member’s subsidiary that is a shareholder in the project company of the Eligible Project, if applicable

n/a

Ownership of the Lead Member in such subsidiary in (%) n/a Minimum 25% ownership of the Eligible Project? n/a


n/a

Nature of the Project (IPP, IWPP) n/a

Thermal Power Plant Project? (Yes/no) n/a

Renewable Power Plant Project?(Yes/no) n/a

Nature of the technology n/a




Capacity (in MWe or MWp)

Power Plant Installed Capacity ≥ 20 MW? (Yes/No) n/a PV Power Plant Installed Capacity ≥ 30 MWp? (Yes/No) n/a Power Plant Installed Capacity ≥ 100 MW? (Yes/No) n/a Project Costs (in local Currency) n/a Project Costs (USD m) n/a Foreign exchange rate (USD / ([insert name of local currency])

n/a

Limited Recourse Debt? (Yes/No) n/a Penalties or LDs > 25% of Annual O&M Costs? (Yes/No) n/a

62

Penalties or LDs >5% of the Total EPC Costs? (Yes/No) n/a Suspension longer than 6 months or termination in relation to any Agreement related to the Eligible Project? (Yes/No)

n/a



Total Capacity of Eligible Projects (MW)

Total Capacity of Renewable Eligible Projects( MW)

Number of Eligible Projects with a Capacity ≥ 100MW per Unit

Number of PV Eligible Projects with a Capacity ≥ 30 MWp per Unit


(iv) Developed an aggregate Thermal and/or Renewable Power Plant Projects of at least one thousand (1000) MW?

YES NO

(v) Developed an aggregate Renewable Power Plant Projects capacity of at least two hundred (200) MW?

YES NO

(vi) Developed at least one Power Plant Project of a capacity of at least one hundred (100) MW per Unit?

63

YES NO

(i) Developed at least one PV Power Plant Project of a capacity of at least thirty (30) MWp per Unit?

YES NO


- Final acceptance certificate or offtaker certificates; and - Chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are

referred to in this form) in compliance with ITA 4.1.

64

Technical Member Form 1: Financial information

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s Technical Member Name: [insert full name] [OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by the Technical Member for the last two financial years:

Technical Member

Most recent Financial statements’ year

[Insert year]



Million

(USD m)

Net Debt Equity Gearing (%) [Net Debt/(Net Debt + Equity)]

Technical Member

Financial statements of the year preceding the last financial year

[Insert year]



Million

(USD m)

Net Debt Equity Gearing (%) [Net Debt/(Net Debt + Equity)]

(2) Does the Technical Member have a Gearing ≤ 90 %?

65

YES NO Attached documents:

- The Technical Member should provide its audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) duly certified by an independent qualified accountant for the last two (2) financial years;

- When the above is not available, its non-audited audited consolidated financial statements (including a consolidated profit & loss account and balance sheet, and when available a cash flow statement and all notes to the financial statements) along with a written opinion issued by an independent qualified accountant or auditor certifying the Technical Member(s)’ Gearing for the last two (2 ) financial years;

- The Technical Member must duly fill-in Section VII provided in a separate Excel spreadsheet.

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CSP PT Technical Member Form 2: Development experience in CSP PT Power Plant Projects – As applicable

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s CSP PT Technical Member Name: [insert full name] [OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by the CSP PT Technical Member

Project Name1 [insert full name]

Project Name 2 [insert full name]

Country

Project company Name

Project Name

Offtaker Name

Offtaker Certificate? (Yes/No)

Name of CSP PT Technical Member

Name of the CSP PT Technical Member’s subsidiary that is a shareholder in the Project Company of the Eligible Project, if applicable

Ownership of the CSP PT Technical Member in such subsidiary in (%)

Minimum Ownership of the CSP PT Technical Member of at least 25%? (Yes/No)

Ownership maintained from Financial Close until COD+1 year? (Yes/No)

Has the CSP PT Technical Member been involved from a technical perspective in the design of the CSP Solar Field? (Yes/No)

Exact Role of the CSP PT Technical Member, and/or its subsidiary in the Eligible Project (e.g. owner, EPC Contractor, technology provider, etc.)

Has the CPT PT Technical Member acted as EPC in the Eligible Project? (Yes/No)

Is the Eligible Project a CSP PT Power Plant Project? (Yes/no) Capacity (in MWe) CSP PT Power Plant Project Capacity ≥ 45 MWe per Unit? (Yes/No) Integrated molten salt thermal energy storage? (Yes/No) Integrated molten salt thermal energy storage capacity (in MWth) Date of Financial Close Commercial Operation Date Has the Eligible Project reached COD from 1st of January 2009 until the date of issuance of this RfQ Document? (Yes/No)

Has the Eligible Project operated successfully (injecting the electricity produced in the grid) for at least 12 months after COD as of the Deadline for Submission? (Yes/No)

Suspension longer than 6 months or termination under any Agreement related to the Eligible Project? (Yes/No)

Penalties or LDs > 25% of Annual O&M Costs? (Yes/No)

Penalties or LDs >5% of the Total EPC Costs? (Yes/No)

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Project Costs (or forecasted project costs) ([insert name of local currency] m)

Project Costs (USD m)

Foreign exchange rate (USD / ([insert name of local currency])

Eligible Project shareholders

Amount of debt provided ([insert name of local currency] m)

Amount of debt provided (USD m)

(2) Based on the above, has the CSP PT Technical Member developed a CSP PT Power Plant project with a minimum Capacity equal to or exceeding forty five (45) MWe per Unit? YES NO


- Final acceptance certificate or offtaker certificate for projects in commercial operation; - If the CSP PT Technical Member has held 25% of equity in the Eligible Project:

Chart showing the majority ownership of direct and indirect subsidiaries (whose credentials are referred to in this form) in compliance with ITA 4.1;

Evidence satisfactory to Masen confirming the technical involvement in the design of the CSP Solar Field;

- If the CSP PT Technical Member has acted as EPC in the Eligible Project:

Extract of the signed EPC Contract showing the scope of work carried out by the CSP PT Technical Member.

- If the CSP PT Power Plant Project has incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs and/or a suspension of construction or operation longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project:

Evidence that the CSP PT Power Plant Project has reached COD;

68

CSP Tower Technical Member Form 2: Development experience in CSP Tower Power Plant Projects – As applicable

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s Technical Member Name: [insert full name] OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by the CSP Tower Technical Member Project Name1

[insert full name] Project Name 2 [insert full name]

Country


Project Name

Offtaker Name


Name of the CSP Tower Technical Member

Name of the CSP Tower Technical Member’s subsidiary that is shareholder in the Project Company of the Eligible Project, if applicable

Ownership of the CSP Tower Technical Member in such subsidiary in (%)

Minimum Ownership of the CSP Tower Technical Member of at least 25%? (Yes/No)

Has the CSP Tower Technical Member been involved from a technical perspective in the design of the CSP Solar Field? (Yes/No)

Exact Role of the CSP Tower Technical Member, and/or its subsidiary in the Eligible Project (e.g. owner, EPC Contractor, technology provider, etc.)

Has the CSP Tower Technical Member acted as EPC of the Eligible Project? (Yes/No)

Is the Eligible Project a CSP Tower Power Plant Project ? (Yes/no) Capacity (in MWe) CSP Tower Plant Project Capacity ≥ 15 MWe per Unit? (Yes/No) Nature of technology ( MSF/Direct Steam) Integrated molten salt thermal energy storage? (Yes/No) Integrated molten salt thermal energy storage capacity (in MWth) Date of Financial Close Has the Eligible Project reached Financial Close in the period from 1st of January 2009 until the date of issuance of this RfQ document? (Yes/No)

Has the Eligible Project started construction at the time of issuance of this RfQ? (Yes/No)

Date of Commercial Operation Date

Has the Eligible Project reached COD in the period from 1st of January 2009 until the date of issuance of this RfQ Document? (Yes/No)

69

Suspension of construction or operation longer than 6 months or termination under any Agreement related to the Eligible Project? (Yes/No)




Project Costs (or forecasted project costs) (USD m)





(2) Based on the above, has the CSP Tower Technical Member developed a CSP Tower Plant Project with a minimum Capacity equal to or exceeding fifteen (15) MWe per Unit? YES NO


- Final acceptance certificate or offtaker certificate for projects in commercial operation, as applicable; - Evidence that the Eligible Projects have reached Financial Close and that they are under construction, as

applicable; - If the CSP Tower Technical Member has held 25% of equity in the Eligible Project:


Evidence satisfactory to Masen confirming the technical involvement in the design of the CSP Solar Field;

- If the CSP Tower Technical Member has acted as EPC in the Eligible Project: Extract of the signed EPC Contract showing the scope of work carried by the CSP Tower Technical Member.

- If the CSP Tower Power Plant Project has incurred penalties or LDs in excess of 25% of Annual O&M Costs or 5% of the Total EPC Costs and/or a suspension of construction or operation longer than six (6) months or termination has occurred in relation to any Agreement related to the Eligible Project:

Evidence that the CSP Tower Power Plant Project has reached COD;

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BESS Technical Member Form 2: Development experience in BESS Projects – As applicable

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s Technical Member Name: [insert full name] OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by BESS Technical Member Project Name1

[insert full name] Project Name 2 [insert full name]

Country


Project Name

Offtaker Name


Name of the BESS Technical Member

Name of the BESS Technical Member’s subsidiary that is shareholder in the Project Company of the Eligible Project, if applicable

Ownership of the BESS Technical Member in such subsidiary in (%)

Has BESS Technical Member been involved from a technical perspective in the Project? (Yes/No)

Exact Role of the BESS Technical Member, and/or its subsidiary in the Eligible Project (e.g. owner, EPC Contractor, technology provider, system integrator, etc.)

Has the BESS Technical Member acted as EPC of the Eligible Project? (Yes/No)

Capacity (in MW and in MWh) BESS Project Capacity ≥ 1MWh per unit? (Yes/No) BESS Project Capacity ≥ 20 MWh per unit? (Yes/No) Financial Close Date Commercial Operation Date

Has the Eligible Project reached COD in the period from 1st of January 2009 until the date of issuance of this RfQ Document? (Yes/No)

Suspension of construction or operation longer than 6 months or termination under any Agreement related to the Eligible Project? (Yes/No)




Project Costs (or forecasted project costs) (USD m)



71



(2) The following table shall be filled in by the BESS Technical Member based on the answers to question (1) above

BESS technical Member

[Insert name]

Total Capacity of BESS Eligible Projects

Number of BESS Projects with a Capacity ≥ 20MWh per Unit


(i) Demonstrated a technical experience in BESS Projects with at least 100 MWh aggregate capacity?

YES NO

(ii) Based on the above, has the BESS Technical Member demonstrated a technical experience in BESS Project with a minimum Capacity equal to or exceeding twenty (20) MWh per Unit?

YES NO


- Final acceptance certificate or offtaker certificate for projects in commercial operation, as applicable; - Evidence satisfactory to Masen confirming the technical experience of the BESS Technical Member in the Eligible

Projects (Extract of the signed contract showing the scope of work of the BESS Technical Member).

72

PV Technical Member Form 2: Development experience in PV Power Plant Projects

Applicant’s Name: [insert full name] Date: [insert day, month, and year] Applicant’s PV Technical Member Name: [insert full name] [OCB title: [insert OCB title]] Page [insert page number] of [insert total number] pages

(1) The following table shall be filled in by the PV Technical Member

Project 1 Project 2 Project N

PV Technical Member’s Name


Project Name

Country Offtaker Name

Offtaker Certificate? (Yes/No) Name of the PV Technical Member’s subsidiary that is shareholder in the Project Company of the Eligible Project, if applicable

Ownership of the PV Technical Member in such subsidiary in (%)

Minimum ownership (direct or indirect) of at least 25% of the Eligible Project maintained from Financial close to COD? (Yes/No)

Acted as an EPC Contractor of the Eligible Project (Yes/No)?

Nature of the PV technology used in the Eligible Project

Project Capacity (in MWp)

PV Power Plant Project Capacity ≥ 5 MWp? (Yes/No)

PV Power Plant Project Capacity ≥ 20MWp (Yes/No)

Financial Close date

Commercial Operation Date

Has the Eligible Project reached COD after 1st January 2009 (Yes/No)

Has the Eligible Project reached COD at least 12 months before Deadline for Submission? (Yes/No)

Has the Eligible Project been in operation successfully for at least 12 months after COD? (Yes/No)

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Suspension longer than 6 months or termination under any Agreement related to the Eligible Project? (Yes/No)



Project Costs (in local Currency)

Project Costs (USD m)

(2) Based on the answer to question (2) has the PV Technical Member:

(i) Developed PV Power Plant Projects of an aggregate Capacity of at least 100 MWp with a Capacity

equal or exceeding 5 MWp each?

YES NO

(ii) Developed at least one PV Power Plant Project with a minimum Capacity of at least 20 MWp?

YES NO

Attached documents:

- Final acceptance certificate or offtaker certificate for projects in commercial operation; - If the PV Technical Member has held 25% of Equity in the Eligible Project :


- If the PV Technical Member has acted as EPC in the Eligible Project: Extract of the EPC Contract showing the scope of work carried out by the PV Technical

Member.

74

Offtaker certificate’s template

Date: [insert day, month, and year]

To: Masen

We, the undersigned, in our capacity as offtaker in respect of the [] Power Plant Project, declare that:

o [Name and full corresponding details of the Power Plant], with a capacity of [] MW, has been constructed by [Name of the Applicant or, where the project has been carried out by a project company, full name of the project company and full name and corresponding percentage of ownership of its shareholders] and [has been successfully in operation since [specify COD]] [its COD is scheduled for []];

o a power purchase agreement was entered into on [please insert date of signature and if different, date of entry into force] between [Name of the Applicant/project company carrying out the relevant project] and us for a duration of [please complete] and such power purchase agreement is in force at the date hereof.

Signed [insert signature(s) of an authorized representative(s) of the signatory]

Name [insert full name of person signing the form]

In the capacity of [insert capacity of person signing the form]

Duly authorized to sign the form for and on behalf of: offtaker’s Name [insert full name of offtaker and attach corresponding power of attorneys to sign the form]

Address [insert street number/town or city/country address]

Dated on [insert day number] day of [insert month], [insert year]

75

Section IV. Eligible Countries

Eligibility for the Provision of Goods, Works and Services in IFIs-Financed Procurement

In reference to ITA 5.1, for the information of the Applicants, at the present time, firms and individuals, the supply of goods, or the contracting of works or services from the following countries are excluded from this Prequalification process: NONE.

76

Section V. IFIs Anticorruption and Antifraud Policies

PROJECT

o Masen benefits from a strong support from the Moroccan State, which arises from a comprehensive legal and institutional framework including the Law 57/09 which created Masen. This ensures that Masen has the capacity to meet its financial commitments in relation to the Moroccan Solar Plan. In particular, financial equilibrium is guaranteed for the Project.

This guaranteed financial equilibrium is to be achieved by grants or concessional loans, by government budgetary credits supporting the competitiveness of the Projects, by supplementary resources for self-financing, or by tariff measures - all based on the project costs - as well as by Masen revenue from eventual exports of solar electricity or any other item.

It is to be noted that Article 3 of the Law 57/09 provides that all the electricity produced by the power plants under the Moroccan Solar Plan will be acquired by ONEE, or any other public or private entity, under conditions and modalities set out in conventions between the KoM, Masen and ONEE or any other aforementioned entity.

o It is reminded that the NOOR Midelt II Project is supported by International Financial Institutions which confirmed either their interest or their participation in financing the NOOR Midelt II Project on preferential terms. Masen contemplates to obtain this financing from the IFIs and to on-lend it, on a sole lender basis, to the Project Company for the purposes of the financing of the Noor Midelt II Projects.

o The Bidders are advised that the indirect participation of the IFIs to the financing of the Projects triggers that any beneficiary of their loans, including the Bidders, suppliers, Contractors and Subcontractors in relation to the contracts directly or indirectly financed by these IFIs, meet their requirements regarding the eligibility criteria, social and environmental procedures and procurement policies. It being understood, where applicable, that if there is a discrepancy, ambiguity or divergence between the guidelines listed herein, the most stringent requirement shall apply. It is specified that if the World Bank, acting alone or in concert with other IFIs, participates in the financing of the Project, the applicable procurement policies (including fraud and corruption policies) shall be those of the World Bank, and the bidding document and contracts in relation to the Project shall provide for application of those criteria, procedures and policies, with appropriate modification to extend to each participating IFI the right to inspect and audit accounts and records as set forth in paragraph (B)(c) below.

o Although it does not #constitute a condition for Prequalification nor a requirement of the tender process, Applicants are encouraged, where they can reasonably exercise control, to diligently address potential environmental and social risks in their supply chain by committing their primary suppliers, i.e. for major supply items, to comply with applicable law and regulations in the country of implementation of the respective contract and the fundamental conventions of the International Labour Organisation (ILO) as well as international environmental treaties.

FRAUD AND CORRUPTION

o Each IFI requires that borrowers (including beneficiaries of that IFI’s loans), Bidders, suppliers, Contractors and their agents (whether declared or not), Subcontractors, sub-consultants, service

77

providers or suppliers, and any personnel thereof, observe the highest standard of ethics during the procurement and execution of any contracts financed by that IFIS in relation to the Project.

For the purposes of this Article (B), the terms set forth below are defined, by each IFI with regard to a contract in relation to the Project to be financed by that IFI, as follows:

(i) “Corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party5 ;

(ii) “Fraudulent practice” is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation6;

(iii) “Collusive practice” is an arrangement between two or more parties7 designed to achieve an improper purpose, including to influence improperly the actions of another party;

(iv) “Coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party8 or the property of the party to influence improperly the actions of a party;

(v) “Obstructive practice” is:

(A) Deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede that IFI’s investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or

(B) Acts intended to materially impede the exercise of that IFI’s inspection and audit rights provided for under item 3. below.

o In furtherance of this policy, each IFI, with regard to a contract to be financed by that IFI in relation to the Project:

(i) Will reject a proposal for award if it determines that the bidder recommended for award, or any of its personnel, or its agents, or its sub-consultants, Subcontractors, service providers, suppliers and/or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the contract in question;

5 « Another party » refers to a public official acting in relation to the procurement process or contract execution. In this context « public official » includes, for each IFI, that IFI’s staff and employees of other organizations taking or reviewing procurement decisions. 6 « Party » refers to a public official; the terms « benefit » and « obligation » relate to the procurement process or contract execution ; and the « act or omission » is intended to influence the procurement process or contract execution. 7 « Parties » refers to participants in the procurement process (including public officials) attempting either themselves, or through another person or entity not participating in the procurement or selection process, to simulate competition or to establish bid prices at artificial, non-competitive levels, or are privy to each other’s bid prices or other conditions. 8 « Party » refers to a participant in the procurement process or contract execution.

78

(ii) Will declare misprocurement and cancel the portion of the loan allocated to that contract if it determines at any time that representatives of the Borrower or of a recipient of any part of the proceeds of the loan engaged in corrupt, fraudulent, collusive, coercive or obstructive practices during the procurement or the implementation of the contract in question, without the Borrower having taken timely and appropriate action satisfactory to that IFI to address such practices when they occur, including by failing to inform the IFI in a timely manner at the time when they knew of the practices; and

(iii) Will sanction a firm or an individual, at any time, in accordance with the prevailing sanctions procedures9 of that IFI, including by publicly declaring such firm or individual ineligible, either indefinitely or for a stated period of time, (i) to be awarded a contract financed by that IFI in relation to the Project; and (ii) to be a nominated10 Subcontractor, consultant, supplier, or service provider of an otherwise eligible firm being awarded a contract financed by that IFI.

o In furtherance of this policy, each IFI will require that a clause be included in bidding documents and in contracts in relation to the Project to be financed by that IFI, requiring Bidders, suppliers and Contractors, and their Subcontractors, agents, personnel, consultants, service providers, or suppliers, to permit that IFI to inspect all accounts, records, and other documents relating to the submission of bids and contract performance, and to have them audited by auditors appointed by the IFI.

o Each Bidder undertakes to submit a statement of integrity within its final bid pursuant to the model to be set forth in the RFP for each member of its Consortium.

o A Bidder that has been sanctioned by an IFI in accordance with that IFI’s prevailing sanctions procedures shall be ineligible to be awarded a contract in relation to the Project financed by that IFI, or benefit from a contract in relation to the Project financed by that IFI, financially or otherwise, during such period of time as the relevant IFI shall determine.

9 A firm or an individual may be declared ineligible by an IFI to be awarded any contract to be financed by that IFI in relation to the Project upon: (i) completion of the prevailing sanctions proceedings as per its sanctions procedures, including inter alia, cross-debarment as agreed with other IFIs, and through the application of the prevailing corporate administrative procurement sanctions procedures for fraud and corruption; and (ii) as a result of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceeding. 10 A nominated Subcontractor, consultant, manufacturer or supplier, or service provider is one which has either been: (i) included by the Bidder in its prequalification application or bid because it brings specific and critical experience and know-how that allow the Bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower.

79

Section VI. Exchange rates table

Currency Code Exchange rate* vs. USD

(USD per Unit. Mid-market rate)

AED 0.2722940776

ALL 0.0092473321

AOA 0.0028950355

ARS 0.0239220728

AUD 0.6969303901

BDT 0.0118346560

BGN 0.5732614086

BHD 2.6595744681

BND 0.7353406178

BOB 0.1447414441

BRL 0.2626596626

BYN 0.4883415578

CAD 0.7640347697

CDF 0.0006055397

CHF 1.0065770460

CLP 0.0014573244

CNY 0.1453239726

COP 0.0003117700

CRC 0.0017289476

CZK 0.0439308688

DKK 0.1502459229

EGP 0.0602046472

EUR 1.1212018608

FJD 0.4659841862

GBP 1.2506243698

HKD 0.1282149631

HRK 0.1516109395

HUF 0.0034530625

IDR 0.0000708710

ILS 0.2799921250

INR 0.0145840944

ISK 0.0078994315

JPY 0.0091988622

KRW 0.0008476235

KWD 3.2861989437

MXN 0.0529125916

MYR 0.2417799120

NOK 0.1157332909

80

Currency Code Exchange rate* vs. USD

(USD per Unit. Mid-market rate)

NZD 0.6624280159

PHP 0.0194799142

PKR 0.0063091488

PLN 0.2633939911

RUB 0.0157404126

SAR 0.2666666667

SEK 0.1057059006

SGD 0.7353406178

THB 0.0324577947

TRY 0.1745607035

ZAR 0.0707811223 *08/07/2019

81

Section VII. Balance Sheet inputs form

See attached separate excel spreadsheet.