Expression of interest: Supply of Gas for Operational Purposes

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To: Potential Bidders

Date:22 June 2020 To whom it may concern

Your reference:

n/a

TAP’s reference: EOI_GAS

FOR COMMERCIAL

OPERATION

Dear Sir, Subject: Expression of interest: Supply of Gas for Operational Purposes of the Trans Adriatic Pipeline

Trans Adriatic Pipeline AG (TAP) will shortly be inviting tenders for the supply of gas required for the operation of

TAP facilities. Potential bidders can register their interest for inclusion in this tender process by submitting an

Expression of Interest (EOI) in accordance with the instructions contained herein.

Please refer to Attachment A to this letter for a full description of the TAP facilities and the specific scopes of

supply covered by this tender for your consideration.

Following a positive and compliant EOI submission, your company will receive a formal Invitation to Tender (ITT)

package on or around 13 July 2020. The tender will be run through TAP’s AVEVA ProCon portal for which login

details will be provided at the time of issue of the ITT.

The anticipated timing of events is: -

Last date for

EOI Returns

ITT Issue Date ITT Return Date Contract

Award

Anticipated Contract

Duration

06 Jul’20 13 Jul’20 27 Jul’ 20 07 Sep’20 Up to 30 September 2021

No part of this EOI or your response thereto will constitute an offer to enter into a contract with TAP and/or its

Shareholders. All costs associated with responding to this EOI and any subsequent tender process shall be solely

borne by bidders and shall not be recoverable from TAP or its Shareholders.

The information and processes outlined in this EOI have been prepared and provided in good faith by TAP, but

remain subject to on-going review by TAP and its Shareholders. TAP makes no representation or warranty,

express or implied, regarding the accuracy or completeness of the information contained in this EOI. Furthermore,

TAP (without liability to any bidders) reserves the right to (i) provide new or revised information as part of the ITT,

(ii) vary the tender procedures and requirements under the ITT and (iii) to suspend or stop the tender process at

any time.

Please respond by no later than 12 noon (CET) Monday 06 July 2020 by completing and submitting the form

set out in Attachment B hereto and all required supporting information, including a copy of the signed Non-

Disclosure Agreement (Attachment C). Please note that supporting information required under Attachment B in

respect of track records or case studies should be restricted – in particular, please note that corporate and

promotional literature is not required and will not be reviewed by TAP.

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Responses are to be sent by email to Stefanos Gkinis: Stefanos.Gkinis@tap-ag.com Yours sincerely, Stefanos Gkinis Procurement and Contracts Specialist

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ATTACHMENT A

TRANS ADRIATIC PIPELINE OVERVIEW

The Trans Adriatic Pipeline (TAP) will transport natural gas from Greek/Turkish border, via Albania and across the Adriatic Sea, to Italy’s southern Puglia region and further to Western Europe. The initial capacity delivered to customers will be 10 bcm/y; future capacity expansion shall be possible up to a maximum 20 bcm/y.

The entry point of the TAP pipeline is located near Kipoi (East Macedonia and Thrace region, Greece), where the gas shall arrive through the TANAP Pipeline, which crosses the entire breadth of Turkey.

The exit point of the TAP pipeline shall be located near Melendugno in the province of Lecce (Apulia region, Italy), where the pipeline system will be tied in with Snam Rete Gas (SRG) network.

The total length, according to current route status is approximately 878 km, comprising two main sections with the diameter and length specified below:

Fig 1. Pipeline Diameter

TAP’s shareholding is comprised of BP (20%), SOCAR (20%), Snam (20%), Fluxys (19%), Enagás (16%) and Axpo (5%).

Fig 2. TAP’s route and Interconnection Points.

The main components of the TAP transportation system for the 10bcm/y case are:

• A tie-in to the TANAP pipeline at the Turkish/Greek border

• Two compressor stations: one in Kipoi, Greece CS00 and one at the start of the offshore section close to Fier on the Albanian coast CS03

• A metering and pigging station in Bilisht (CS02) at the border between Greece and Albania, on the Albanian side

• Pipeline Receiving Terminal is a combined pressure and flow control, metering and pigging station, located North of Melendugno in province of Lecce in Italy

• A 48” onshore pipeline between CS00 and CS03

• A 36” offshore/onshore pipeline between CS03 and PRT

Location Dia (inches) Distance (Km)Section from Greek-Turkish border to ACS03 48" 760

Section from ACS03 to IPR01* 36" 119

* (Includes 105Km offshore section)

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• 31 x 48” onshore block valve stations located along the pipeline route and 2 x 36” onshore landfall valve stations (LVS) on either side of the Adriatic Sea.

• Fibre-optic cable running parallel to the entire pipeline system from the TANAP tie-in near CS00 to PRT and,

• SRG Tie-in at the fence of the PRT to the SRG Network.

OUTLINE SCOPE OF SUPPLY

Supply period From the Commercial Operation Date (last quarter of 2020) for the Trans

Adriatic Pipeline until 30 September 2021.

The commencement date for each Delivery Point may occur at different times

and TAP shall confirm such date to the Seller upon its occurrence.

Aggregate quantities of

gas tendered (for

delivery across both the

SRG Interconnection

Point at Melendugno

and/or the VTP)

• Maximum for the supply period – 1,864,000 MWh

• Maximum per day – 6,400 MWh

(Note, these quantities reflect the maximum aggregate quantities for delivery

for both the SRG Interconnection Point at Melendugno and the VTP. TAP will

nominate quantities of gas between the different delivery points under the GSAs

based on its operational and commercial requirements.)

Quantities of gas

tendered for the

Redelivery Point at

Melendugno)

• Maximum for the supply period – 3,410 MWh

• Maximum per day – 9 MWh

Delivery point(s) Bidders are required to bid for the delivery of the maximum quantity of

Operational Gas as set out above to either of the following Delivery Points:

• Physical delivery of gas at the Virtual Trading Point (VTP) in the TAP System.

• Delivery of gas at the Snam Rete Gas interconnection point at Melendugno, Italy for the delivery of gas through virtual flow into the TAP System.

(Note, Bidders may submit separate Bids for each Delivery Point, but each Bid

must be for the delivery of the maximum quantities outlined above to that

Delivery Point.)

In addition, Bidders are requested to include optionally as part of each Bid the

delivery of Operational Gas at the following additional Delivery Point:

• Physical delivery of gas at the Snam Rete Gas Redelivery Point at Melendugno (code 50172201) for the delivery of the fuel gas for TAP’s gas heaters.

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Basis for electing

winning bidder

The successful Bidder(s) will be selected based on the Bid(s) that TAP

evaluates as constituting the most economically advantageous bids to TAP.

Note, in order to preserve security of supply, TAP intends to award a minimum

of two (2) GSAs, with at least one of those GSAs being for the delivery of

physical gas to the Delivery Point at the VTP.

Qualifying Criteria Qualifying bidders will be required to meet the following criteria:

1. In respect of a Bid for delivery to the Virtual Trading Point (VTP) in the TAP

System, such Bidder for the 2019/2020 gas year, will be required to hold a

valid contract for forward flow capacity at the Interconnection Point of Kipoi,

Greece for a volume equal to or greater than maximum daily quantity that

can be required for delivery under the GSA for the duration of the GSA.

TAP will verify satisfaction of this requirement against its own capacity

records and no separate documentary evidence is required to be submitted

by Bidders in this regard.

2. In respect of a Bid for delivery to Snam Rete Gas interconnection

point at Melendugno, Italy, documentary evidence (in the form of a

confirmatory letter from Snam Rete Gas or evidence from the Prisma

gas platform) that such Bidder, for the 2019/2020 gas year, has a

valid contract for import capacity at one (1) or more entry points

within the Snam Rete Gas network that is, in aggregate, equal to or

greater than maximum daily quantity that can be required for delivery under

the GSA.

Governing law of Tender

Process

English law.

Form of Gas Supply

Agreement

See Draft form of Gas Supply Agreement appended to this EOI as Attachment

D.

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ATTACHMENT B

Model response letter to be prepared and issued by the service provider on its letter headed paper.

[Name and Address of Bidder]

[Date]

Trans Adriatic Pipeline AG

Lindenstrasse 2

6340 Baar

Switzerland

For the attention of: Mr Stefanos Gkinis

Dear Sir,

Subject: Supply of Gas for Operational Purposes

Further to your Expression of Interest (EOI) letter dated [insert date] we are responding to register our interest

and willingness to participate in the tender process for the following work scope(s). We confirm that we meet the

qualifying criteria outlined within Attachment A of the EOI and are able to provide the requested scope of supply.

We confirm that we own the rights to the use of the following capacity:

1. For delivery to the Virtual Trading Point, we own capacity rights of [⚫] kWh/day at the Interconnection

Point of Kipoi for the gas year 2020-2021.

2. For delivery to the Interconnection Point of Melendugno:

a. the seller owns a capacity of [⚫] kWh/day at the IP of [⚫] for the gas year 2019-2020 b. the seller owns a capacity of [⚫] kWh/day at the IP of [⚫] for the gas year 2019-2020 c. the seller owns a capacity of [⚫] kWh/day at the IP of [⚫] for the gas year 2019-2020

Furthermore, we attach details of our relevant experience for the delivery of Operational Gas.

Scope of Supply

[insert]

Contact Name

for RFP

[insert]

Position/Address/E

mail/Phone

Details of gas supplied for

operational purposes

{TAP requires a

single point of

contact within

service provider

Group}

We confirm our compliance with the TAP confidentiality requirements included within Attachment C of the EOI

and to this effect please find attached the Confidentiality Agreement signed.

[Bidder] will, on request, destroy or return any and all such information including any document, note or analysis prepared by [Bidder] or any third parties to whom [Bidder] has provided such information and will delete all such information held electronically.

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Yours sincerely,

[Name, Position, Location etc]

Attached

- Signed Confidentiality Agreement - Details of relevant experience

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ATTACHMENT C

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is entered into this ________ day of _____________, by and between

A. [Bidder] registered number [●] incorporated in [Country & Region], with its registered office at

[Address of Bidder] (hereinafter referred to as the “Receiving Party”); and

B. Trans Adriatic Pipeline AG, a company organized under the laws of Switzerland (hereinafter referred

to as “TAP AG” or the “Disclosing Party”).

The companies named above may also be referred to herein individually as “Party” and collectively as “Parties”.

1. TAP AG is developing the Trans Adriatic Pipeline, a natural gas pipeline from the Turkish/Greek border

through Albania to Italy (the “Project”). The Receiving Party is interested in receiving from the Disclosing Party certain information in order to consider whether to act as TAP AG’s Gas supplier for Operational purposes in relation to the Project (the “Purpose”).

2. The Disclosing Party is willing, in accordance with the terms and conditions of this confidentiality agreement

(the “Agreement”), to disclose to the Receiving Party certain Project and TAP AG specific data and

information (the “Confidential Information”).

3. In consideration of the disclosure referred to in Paragraph 2 hereof, the Receiving Party agrees that the

Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or

otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction,

or electronic media, without the Disclosing Party’s prior written consent, except as provided in Paragraphs

4 and 5 below.

4. The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written

consent only to the extent that such information:

(a) is already lawfully known to the Receiving Party as of the date of disclosure hereunder and this can

be demonstrated in writing by the Receiving Party;

(b) is already in possession of the public or becomes available to the public other than through the act,

omission, default or negligence of the Receiving Party or any other person to whom the Confidential Information is disclosed pursuant to the Agreement;

(c) is required to be disclosed under applicable law or by a governmental order, decree, regulation or

rule applicable to the Receiving Party including the rules of any stock exchange on which the shares or other securities of the Receiving Party are listed (provided that the Receiving Party shall, to the extent permitted by law, give written notice to the Disclosing Party prior to such disclosure and such disclosure is limited to that which necessarily is required to be so disclosed);

(d) to whom information is required to be disclosed in connection with, and for the purposes of, any

litigation, arbitration, administrative or other investigations, proceedings or disputes;

(e) is acquired independently from a third party that has or had the right to disseminate such information

without an obligation of confidentiality to the Receiving Party at the time it is acquired by the Receiving Party; or

(f) is developed by the Receiving Party independently of the Confidential Information received from the

Disclosing Party.

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5. The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Party’s

prior written consent to such of its employees, officers and members who, and to the extent that, they have

a clear need to know for the Purpose.

6. Notwithstanding the restrictions on disclosure and use contained in the Agreement, the Receiving Party

may disclose Confidential Information to its supplier of electronic data hosting services, if applicable, who

has signed an agreement with the Receiving Party imposing obligations of confidentiality, in terms

substantially similar to the Agreement.

7. The Receiving Party shall only use or permit the use of the Confidential Information for the Purpose.

8. The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information

is disclosed under the Agreement shall keep such information confidential and shall not disclose or divulge

the same to any unauthorized person. The Receiving Party further undertakes not to make any public

announcements or statements to the press about the Purpose or the Confidential Information without the

prior consent of the Disclosing Party (except as required by law, in which case the Receiving Party shall

consult in advance with the Disclosing Party to the extent possible and provided that such disclosure is

limited that which necessarily is required to be so disclosed).

9. The Receiving Party shall acquire no proprietary interest in or right to the Confidential Information. The

Receiving Party agrees to delete any Confidential Information provided to the Receiving Party or the persons

to whom it has been disclosed pursuant to the Agreement within thirty (30) days of a written request by the

Disclosing Party. The Receiving Party shall not retain any copies (either written or electronic) of any

Confidential Information without the permission of the Disclosing Party and upon request by the Disclosing

Party, the Receiving Party will destroy all notes or other papers save to the extent that any recipient is

required to retain any such Confidential Information by any applicable law, rule or regulation or by any

competent judicial, governmental, supervisory or regulatory body or in accordance with its internal policy.

The Disclosing Party also acknowledges that the Receiving Party’s information technology system may

automatically create electronic back up of certain of the Confidential Information or notes created therefrom.

Such electronic back-ups shall not be retrieved, used or consulted after the Disclosing Party gives the

Receiving Party the thirty (30) days’ notice described above and shall be subject to the confidentiality

obligations under the Agreement for the term thereof.

10. The provisions of the Agreement and the obligations of confidentiality contained herein shall apply from

____________ (the “Effective Date”) until the expiry of a period of five (5) years from the date hereof.

11. The Disclosing Party and its Affiliates make no representation or warranties, express or implied, as to the

quality, accuracy and completeness of the Confidential Information disclosed hereunder, and the Receiving

Party expressly acknowledges the inherent risk of error in the acquisition, processing and interpretation of

the Confidential Information. The Disclosing Party, its officers, directors and employees shall have no liability

whatsoever with respect to the use of or reliance upon the Confidential Information by the Receiving Party.

“Affiliates” shall mean any company or legal entity which (a) Controls either directly or indirectly the

Disclosing Party, or (b) which is controlled directly or indirectly by such Party, or (c) is directly or indirectly

controlled by a company or entity which directly or indirectly controls such Party. "Control" means the right

to exercise fifty percent (50%) or more of the voting rights in the appointment of the directors of such

company.

12. The Receiving Party acknowledges that damages may not be a sufficient remedy for the Disclosing Party

for any breach of the Agreement and the Disclosing Party may be entitled to specific performance or

injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the Receiving Party,

in addition to any other remedies available to them at law or in equity.

13. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement and no term of the

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Agreement shall be enforceable by a third party.

14. Any notice to be given by one Party to another under the Agreement shall be in writing and shall be sent to

such Party by recorded delivery letter addressed to that Party. All notices shall be delivered in legible form

at the recipient's address, as follows:

If to the Receiving Party

[Bidder]

[Address of Bidder]

Telephone: [Telephone No. of Bidder.]

Attn: [Name and title of responsible Bidder

contact person]

If to the Disclosing Party

Trans Adriatic Pipeline AG

Lindenstrasse 2

6340 Baar

Switzerland

Telephone: +30 213 0104540

Attn: Mr. Stefanos Gkinis

15. No amendments, changes or modifications to the Agreement shall be valid except if the same are in writing

and signed by a duly authorized representative of each of the Parties hereto.

16. The Agreement comprises the full and complete agreement of the Parties hereto with respect to the

disclosure of the Confidential Information and supersedes and cancels all prior communications,

understandings and agreements between the Parties hereto relating to the Confidential Information, whether

written or oral, expressed or implied.

17. No failure to exercise, nor any delay in exercising any right or remedy under the Agreement will operate

as a waiver of any such right or remedy nor constitute an election to affirm the Agreement. No single or

partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any

other right or remedy under the Agreement.

18. The Agreement may be executed in any number of counterparts and each such counterpart shall be deemed

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

until all Parties have executed a counterpart.

19. The Agreement, and the rights and obligations of the Parties hereunder, together with any non- contractual

obligations, shall be governed by and interpreted in accordance with the laws of England and Wales, and

the Parties hereby submit to the non-exclusive jurisdiction of the English courts.

20. Any dispute arising out of or relating to the Agreement, including any question regarding its existence,

validity or termination, which cannot be amicably resolved by the Parties, shall be settled exclusively and

definitively through final and binding arbitration. The arbitration shall be conducted in accordance with the

Arbitration Rules of the London Court of International Arbitration (LCIA), which rules are deemed to be

incorporated by reference into this clause 20. A dispute shall be deemed to have arisen when either Party

notifies the other Party in writing to that effect. The number of arbitrators shall be one. The seat, or legal

place, and location of arbitration shall be London, UK. The language to be used in the arbitral proceedings

shall be English.

IN WITNESS, WHEREOF, the duly authorized representatives of the Parties have caused the Agreement to be

executed on the date first written above.

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[Bidder Signatory #01]:

By: ____________________________________

Title: ____________________________________

[Bidder Signatory #02]:

By: ____________________________________

Title: ____________________________________

Trans Adriatic Pipeline AG:

By: ____________________________________

Title: ____________________________________

Trans Adriatic Pipeline AG:

By: ____________________________________

Title: ____________________________________

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ATTACHMENT D1

TAP%20Fuel%20Gas

%20Sales%20Agreement_FINAL.docx

1 Note: Schedule 2 of the form of GSA included in this Attachment D remains subject to further update in accordance with TAP’s standard anti-bribery and

corruption provisions.