PROINVERSION Private Investment Promotion Agency Peru

Transcription

1 PROINVERSION Private Investment Promotion Agency Peru DECLARATION OF PUBLIC INTEREST OF THE SELF-FINANCED UNSOLICITED PROPOSAL CALLED "MODERNIZATION AND DEVELOPMENT OF THE SALAVERRY MULTIPURPOSE PORT TERMINAL" SUBMITTED BY TRANSPORTADORA SALAVERRY CONSORTIUM The Committee of Proinversion on Road Infrastructure Projects, Railway Infrastructure and Airport Infrastructure - PRO INTEGRACION, pursuant to Pro Integration Committee Agreement No IPA Modernization and Development of the Salaverry Multipurpose Port Terminal dated July 25, 2017, The Board of Directors of the National Port Authority (hereinafter referred to as APN) by Meeting No. 431 dated July 4, 2017, the Executive Director of PROINVERSION by the Executive Director Resolution No / DPP/AP.04, and The Board of Proinversion in distance Meeting No. 12 dated July 26, 2017, approved the Declaration of Public Interest of the project contained in the Self- Financed unsolicited proposal called Modernization and Development of the Salaverry Multipurpose Port Terminal (hereinafter referred to as the Project ) submitted by the company Transportadora Salaverry Consortium (hereinafter referred to as the Bidder ). According to the provided in Legislative Decree No. 1012, Framework Law on Private Public Associations for the creation of productive employment and issue rules for the streamlining of private investment promotion processes, and its Regulations, approved by Supreme Decree No EF, as well as its amendments; those third parties interested in the project or in an alternative project may express its interest before Proinversion within ninety (90) calendar days from the day following the publication of this declaration. In the event that there are no thirds parties interested in the execution of the Project to submit within the above-mentioned period, the Project shall be directly awarded. It is expressly stated that Legislative Decree No and its Regulations shall apply to aspects related to the unsolicited proposal procedure, while the substantive aspects shall be those ruled by Legislative Decree No. 1224, which approves the Framework of Private Investment Promotion through Private Public Partnerships and Projects in Assets

2 (according to the provided in the First Supplementary and Temporary Provision of such Legislative Decree), and its Regulations approved by Supreme Decree No EF. This Declaration of public interest is the single document that regulates the terms and conditions for the development and execution of the Project, so that aspects or matters not mentioned herein, shall be developed or completed, including all required provisions, in the respective Concession Contract give rise as a result of the Project Awarding. In this regard, this declaration of public interest replaces any other document related to the same subject matter and previous before it. I. SUMMARY OF THE PROJECT CONTAINED IN THE PRIVATE INITIATIVE 1. Purpose and Scope of the Project 1.1. Purpose The purpose of the Project is awarding a Concession for the design, financing, construction, maintenance, operation and transfer of the Salaverry Multipurpose Port Terminal (hereinafter referred to as the Terminal), including current infrastructures, modernization and development works to be performed. The Terminal qualifies as new port infrastructure, as provided in section 11.3 of Law No , Law on National Port System (hereinafter referred to as 'LSPN'), and as it has been declared by the APN by a Board Agreement adopted during Meeting No. 435 dated July 24, 2017, so that the Concessionaire, applying the regulations in force, shall have the right to execute and/or render exclusively all port services that may be provided within the Terminal from the beginning of the exploitation, except for the pilotage and towing services where provisions to be applied will be those set forth in the Framework Regulation on Access to Infrastructure of Public Use (hereinafter REMA ) of the Supervisory Body of investment in Public Transport Infrastructures (in advance, OSITRAN ) Scope The project includes the design, financing, construction, preservation, exploitation and transfer of the current Terminal located in the port of Salaverry, Province of Trujillo, in our Department of La Libertad, according to the referential drawing as Annex N 4 that takes part hereof.

3 The Terminal, according to the Section 6 of LSPN is classified as: a) of public ownership; b) for public use, c) multipurpose; d) maritime, according to its geographical location and, e) The national scope since it meets all the requirements considered by the LSPN Regulation for this purpose. The Project considers among its main components the below: a) Dredging of regular maintenance for the access channel, maneuvering areas and area between docks to maintain the depth to -10.5m elevation. b) Repair and expansion of the existing docks infrastructure to increase the capacity of the terminal and reinforce the operation safety. c) Construction of a new interior harbor to provide greater docking capacity when the demand trigger or the maximum expected load factor is reached, which is designed to be dredged to -14 m depth. d) Development of specialized storage areas within the port area allowing the indirect operation of all types of load, e) Acquisition of dock and manoeuvring area equipment for loads operation allowing the proposed levels of service. f) Automation of the operation as traffic increases to improve the operational efficiency of the main loads. g) For each stage, bitts to be used shall be calculated and justified in technical files, maintaining at least 100 tons of the hoisting capacity for 1A, 1B, 2A and 2B berths and of 150 tons in the future inner harbor. h) The design vessel shall be at least a Panamax with the following characteristics: Dimension Panamax vessel Length (m) 230 Loading arm (m) 32.2 Draft (m) Project Benefits The benefits of the Project are listed below: a) Increasing of the operational capacity of the Terminal, preventing the traffic of the facilities in the short term as it may happen if traffic forecasts become true.

4 b) Reinforcing of the competitiveness of the Terminal with a regular solution of sedimentation in the Terminal, ensuring at least a m depth in the maneuvering area, axis channel and area between docks, with the possibility of being increased up to 14.0 m. c) Increasing of security in the port operation due to the expansion of the dock and with physical elements that make easier the reduction of the number of days of the Terminal closure. d) Provide the Terminal with the facilities and equipment required to improve the efficiency and productivity of the operation. e) It will allow making easier the loading of the ships through the introduction of an indirect operating scheme. f) Order the vehicular traffic in the entrances to the Terminal preventing the traffic and delays. g) Specialize the load operation in stages as demand increases; introducing mechanized loading / unloading systems for the main types of traffic. h) Energize the regional and national economy, contributing to the development of Peruvian foreign trade. i) Create direct and indirect employment for the surrounding population. 2. Goods and/or Public Services on which the Project will be developed The Project will provide assistance to the ship and the load, on the ground and water area which takes part of the Concession Area (hereinafter, the "Concession Area"), owned by the Ministry of Transport and Communications stated in Annex No Type and Term of Contract The Project is a Self-finance Public Private Financial Partnership, according to Legislative Decree No and it s Regulation; type Contract of Concession as provided in Number 10.3 of Section 10 of LSPN. The Project does not include collaterals (financial and nonfinancial) by the State. Pursuant to the above-mentioned rules, the concession of the Terminal is granted for a term of thirty (30) years, from the signing of the Contract of Concession.

5 4. Reference Amount and Description of Investments 4.1 Referential Investment The stages of Mandatory investment, whose development does not depend on demand (demand trigger) have a referential investment of US $ 96'262, (Ninety-Six Million Two Hundred Sixty-Two Thousand Two Hundred Sixty-five and 00/100 US Dollars of the United States of America), not including General Sales Tax (IGV). The mandatory investment stages are 1 and 2. The stages of Mandatory investment, whose development depends on the demands (demand trigger), has a cost of US $ 119'502, (One Hundred Nineteen Million Five Hundred Thousand Nine Hundred and Eighty Five and 00/100 United States Dollars America), not including IGV. These Stages are the 3, 4, 5 and the new harbor. The total cost of the Project amounts to US $ 215,765, (Two Hundred Fifteen Million Seven Hundred Sixty Five Thousand Two Hundred Fifty and 00/100 dollars of the United States of America) not including IGV. Such amount is equivalent to the total of investment corresponding to the (5) stages of development as well as the development of the New harbor not including the IGV, distributed by each stage according to the following table: Stage Investment amount (in USD permanent) Mandatory investments no depending on demand Stage 1 32,947, Stage 2 63,314, Mandatory investments according to the demand Stage 3 18'035, Stage 4 16'473, Stage 5 27'561, New harbor 57'433, Total , Description of investments Mandatory Projects whose development not depending on demand (Demand Triggers) These investments correspond to Stages 1 and 2, the first dredging and support IT.

6 Stage 1: The objective of Stage 1 is to initiate the modernization of the dock infrastructure and implement the necessary facilities to operate under an indirect discharge scheme the agricultural bulk traffic. The actions of this stage are as follows: First dredging: The depth of the first dredging will be the same of the access channel, maneuvering areas and area between docks up to m 1. Implementation of support IT. Repair of Dock 2: Currently, the structure of Dock 2 is deteriorated (piles, superstructure, bumpers, bitts, etc.). During Stage 1, it will be repaired in order to provide the dock with a greater capacity to operate ships of greater sides and to support dock equipment (mobile crane) that allow increasing the productivity in the operations of ships. Construction of silos for corn and wheat: The construction of silos for the storage of corn and wheat intends to provide the Terminal with the capacity to operate these loads indirectly in order to reduce the current traffic of trucks. In a first stage, a battery of silos with capacity for 30,000 tons equipped with elevators with capacity for 400 t/h will be built. Other works related to this stage are: Remodeling of access to the terminal. New operations offices. Replacement of the water tank. Change of piping system for water supply and drainage. Remodeling of the administration building. Remodeling of Workshops and Safety buildings. - Port Equipment: 1 To calculate the productivity factor, the first dredging will be included in the asset stock calculation.

7 1 mobile crane with capacity of 80 t and to operate at least 30 t per movement at 40 m. Dock and patio equipment necessary to offer the Standard Services according to the minimum levels of service and productivity proposed. Stage 2: The five main actions of this stage are: Repair of Dock 1: The repair of this dock in order to improve its operational capacity and safety. Widening and extension of Site 1A: Widening of 18 m of Dock 1, from 25 m to 43 m, and the extension of 60 m from the mooring place of the new site 1A, from 225 m to 285 m., which allows the operation of high-performance multipurpose cranes, the operation of larger ships and the improvement of safety conditions in the mooring. The extension of the mooring place of the new site 1A will be made with a structure that will be prepared to be able to operate with a depth of -14 m. The depth of 14 m will be only at the infrastructure design level, with mandatory depth at least of 10.5 m as in the rest of the terminal. Increase of storage capacity: Construction of three roofed warehouses for soybean (20,000 t), fertilizers (30,000 t) and mineral concentrate (30,000 t) Installation of 15,000 m2 of slabs with areas reserved for the operation of each type of load. Construction of an outer harbor: Construction of an outer harbor with capacity for 115 trucks and remodeling of the access gate. Port Equipment: 1 mobile crane with capacity 80 t and to operate at least 30 t per movement at 40 m.

8 Dock and patio equipment required to meet the Standard Services according to the minimum levels of service and productivity proposed Mandatory investments based on the Demand (Demand Triggers) Mandatory investments based on demand are those investments corresponding to Stages 3, 4, 5 and the New Dock. These investments will be enforceable if for each of the stages, specific port traffic, verified during two periods of twelve (12) consecutive months, is achieved within the first twenty (20) years of the concession. Stage 3: This stage will be triggered when the movement of clean bulk (wheat and corn) reaches 1.2 million tons per year in two consecutive 12-month periods, within the first twenty (20) years of the concession. The two main actions proposed are: Automation of unloading of clean bulk (wheat and corn): It is planned to install two absorbent towers at Dock 2 and a conveyor belt that will connect the towers with the clean bulk silos (wheat and corn). However, the Concessionaire may implement another system or alternative equipment that allows complying with the levels of service provided in the Concession Contract, prior approval by the APN. Increase of storage capacity of cereal: It is planned the construction of a battery of new silos of t of capacity. Stage 4: The development of Stage 4 will be subject to the achievement, in two periods of twelve (12) consecutive months, within the first twenty (20) years of the concession, of any of the following triggers: 800,000 t of mineral concentrate. 1'800,000 t of fertilizer and soybeans. The performances of this stage are: Expansion of access gate: Construction of two access roads for heavy vehicles west of the current ones. Increased storage capacity: In case the trigger for mineral concentrate is set off, the expansion of the mineral warehouse is expected to reach a capacity of 60,000 t.

9 In case the trigger for fertilizer and soybeans is set off, the expansion of the fertilizer and soybean warehouses is expected to reach a capacity of 60,000 t and 40,000 t respectively. Activation of the trigger by one of the described traffic levels does not exempt from the obligation to extend the storage capacity for the other load when said load reaches the volume set as a trigger. Port Equipment: Dock and maneuvering area equipment required to offer the Standard Services according to the minimum levels of service and productivity proposed. Acquisition of 1 mobile crane with capacity to operate at least 120 t per movement at minimum reach and a maximum reach of 54 m. Stage 5: This stage will be triggered when the traffic of mineral concentrate reaches for two periods of twelve (12) consecutive months, within the first twenty (20) years of the concession, 1.2 million tons. The main objective of this stage is the mechanization of the mineral concentrate operation. This stage includes the installation of specialized equipment for the shipment of mineral concentrates (shiploader and a tubular belt, or other alternative equipment such as rotary containers according to the existing technology), previously approved by APN. New Dock: The Concessionaire will be undertaken to open a new dock where a multipurpose mooring place will be located to serve ships of greater side. Its execution will be subject to the fulfillment of any of the following 3 triggers, within the first twenty (20) years of the concession: 1'800,000 t of mineral concentrate. 1'800,000 t of the sum of fertilizer and soy. Average load factor of the docks of 65%: If an annual load factor of 65% is reached each year for two periods of twelve (12) consecutive or alternate months within a period of four (4) years. The obligation will be generated upon reaching the requirement stated for the second year within the period, regardless of whether this occurs in the second, third or fourth year. The works derived from the fulfillment of any of the aforementioned triggers must include the following:

10 Construction of a new dock: A similar wall or structural solution will be used for its construction, the length of this new dock will be 300 m, aligned with the extension of the 60 m dock 1A executed in Stage 2, the minimum width will be 200 m. The dock will be ready to operate at a depth of -14 m, as well as the extension of the dock 1A. The 14 m depth will be only at the design level of the infrastructures, being the minimum mandatory depth of 10.5 m as in the rest of the terminal Discretionary Investments The investments that the Concessionaire will perform if deemed necessary, within the Concession Area and during the term of the concession and that are not contemplated within the mandatory investments nor in the investments based on the demand in order to render port and/or non-port services to users. The design and execution of the Discretionary Investments must have the prior approval of the APN. For such purposes, the Concessionaire shall submit to the APN and OSITRAN the corresponding supporting document. The design and execution of the Discretionary Investments, as well as their maintenance and operation will be developed at the risk and expense of the Concessionaire. Likewise, the financing of such investments will also be at the risk of the Concessionaire, being applicable the mechanism of guaranteed indebtedness allowed if it has the approval of the Grantor, prior opinion of OSITRAN. Upon expiration of the concession, the assets resulting from these investments, with the exception of those that can be removed without causing damage to concession assets, must be transferred to the State without reimbursement. 5. Tentative Timetable of Mandatory Investments The following is a tentative timetable for mandatory investments: STAGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Stage 1 X X X Stage 2 X X X

11 6. Method of Remuneration Proposed (Investments return) The Concessionaire will charge fees as an economic compensation for the rendering of standard services and, if applicable, for the rendering of special services, not including applicable taxes. In addition, the Concessionaire may also charge prices for the rendering of special services and non-port services. Standard Services are classified into: a. Ship Services Use of the Terminal berths Services for access to ships b. Cargo Services Bulk cereal cargo Bulk mineral cargo Other dry bulk cargo Bulk liquid cargo Fractional cargo Rolling cargo Containerized cargo c. Services to passengers The structure and proposed rate levels are described in section III.17 of this declaration of interest. 6.1 Standard Services Those services that, during the concession validity period, the Concessionaire shall provide mandatorily and exclusively to all users who request it, including all operating and administrative activities required to service the ship or load. Loading includes from the moment load enters the Terminal until the ship, with the load, is untied to set sail. In case of unloading, this includes from the mooring of the ship until the removal of load by the Terminal user.

12 Likewise, loading as well as unloading include the permanence of load in the Terminal warehouse according to letter b), free of payment, as well as any administrative and operating expenses or others implying the provision of the Standard Service. This period shall be counted from the moment the ship has finished unloading or once the load enters the terminal yard after its loading. The rate for these services will shall the only economic consideration that users are required to pay to the Concessionaire for such concept. The Concessionaire may not condition the provision of the Standard Service to the acceptance by the user of any other service or additional payment. Standard services include storage service with ten (10) days free of charge. Therefore, the Concessionaire shall have sufficient storage capacity in the Terminal to provide storage service for all types of loads fir the period with days free of charge, at least. The Concessionaire shall plan and carry out the required investments mandatorily to comply with offer for all loads in the free days for the storage of standard service. During the period of validity of the discounts stated in number 17.1 of this declaration of interest, the Concessionaire shall not be required to provide transfer and storage services for bulk dry cargo (grains, cereals, coal or fertilizers, among others) as part of the Standard Service. Standard services are classified as: (a) served to the ship, (b) load services and (c) services to passenger, as follows: a) Services to the ship: - Use of moorings - the rate is applied for (i) meter of ship length; And (ii) hour or fraction of hour. It is calculated for the total time that the ship stays moored, counted from the time the first rope in the docking operation passes until the time the last rope leaves in the undocking operation. This rate includes the service of mooring and untie the ship. This rate will be charged to the ship. - Access services to ships - it includes maintenance drilling, leading light towers, buoys and navigational aids not included in the jurisdiction of the General Directorate of Authority

13 and Coast Guard (DICAPI). The rate is applied per unit of gross tonnage (UAB) of the vessels entering the Terminal. This rate shall be charged to the ship. b) Load services: It includes the loading and/or unloading services of load as well as the use of the required infrastructure and port equipment of the Terminal. This rate is applied per ton (except for bulk load applied per container) and includes the services stated below. In case of loading of bulk cereals (corn, wheat, soybeans and others), the Standard Service includes: Stowage/unstowage and unloading/loading service with mobile equipment, absorbent tower systems and conveyor belt or other alternative equipment described herein. Transfer service between docks and storage area enabled, either silos or uncovered surface areas such as slabs or other paved areas. Handling service, reception and dispatch, in the storage areas enabled or dock maneuver areas for the reception of load from means of transport in loading or unloading. Tally service, including electronic transmission of information. Weighting service, including the electronic transmission of information. Storage service inside the terminal, performed in silos or surface areas not covered as slabs or other paved areas. After the unloading of the ship is completed, the load can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of load up to ten (10) days before the arrival of the ship. The services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of load, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the load transport for appraisal or like inside the terminal. In case of loading of bulk mineral (concentrate, carbon and others), the Standard Service includes:

14 Stowage/unstowage and unloading/loading service with mobile equipment, absorbent tower systems and conveyor belt or other alternative equipment described herein. Transfer service between docks and storage area enabled, either silos or uncovered surface areas such as slabs or other paved areas. Handling service, reception and dispatch, in the storage areas enabled or dock maneuver areas for the reception of load from means of transport in loading or unloading. Tally service, including electronic transmission of information. Weighting service, including the electronic transmission of information. Storage service inside the terminal, performed in silos or surface areas not covered as slabs or other paved areas. After the unloading of the ship is completed, the load can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of load up to ten (10) days before the arrival of the ship. The services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of load, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the load transport for appraisal or like inside the terminal. In the case of other bulk dry loads (fertilizers and others), Standard Service includes: Stowage/unstowage and unloading/shipping service with mobile or fixed equipment. Transportation service between docks and the authorized storage area, whether warehouses or uncovered levelled areas such as slabs or other paving areas. Handling service receiving and dispatch in authorized storage areas or switching zone of the dock for receiving of the cargo from the transportation mean in shipment or vice versa during unloading. Tally service, including data electronic transmission. Weighing service, including data electronic transmission. Storage service within the terminal, this takes place in authorized storage areas, whether warehouses or uncovered levelled areas such as slabs or other paved areas.

15 Upon unloading of the ship, the cargo can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of cargo up to ten (10) days before the arrival of the ship. Services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of cargo, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the cargo transport for appraisal or like inside the terminal. For break-bulk cargo, Standard Service includes: Unload/shipment, including stowage/unstowage and lashing/unlashing service, by means of the required infrastructure and equipment. Pulling service between the side of the ship and the storage area, or vice versa in shipment. Handling service receiving and dispatch in authorized storage areas or switching zone of the dock for receiving of the cargo from the transportation mean in shipment or vice versa during unloading. Tally service, including data electronic transmission. Weighing service, including data electronic transmission. Storage service within the terminal, this takes place in authorized storage areas, whether warehouses or uncovered levelled areas such as slabs or other paved areas. Upon unloading of the ship, the cargo can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of cargo up to ten (10) days before the arrival of the ship. Services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of cargo, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the cargo transport for appraisal or like inside the terminal. In the case of bulk liquid cargo, Standard service includes: Stowage/unstowage and unloading/shipping service with automatic systems or other equipment. Tally service, including data electronic transmission. Weighing service, including data electronic transmission.

16 If facilities for storage of liquid bulk for third parties are under negotiation, upon unloading of the ship, the cargo can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of cargo up to ten (10) days before the arrival of the ship. In case of rolling cargo, Standard Service includes: Stowage/unstowage and unloading/shipping service with mobile or fixed equipment. Vehicle driving service between the Ship and the storage area, or vice versa if shipment. Handling service receiving and dispatch in authorized storage areas or switching zone of the dock for receiving of the cargo from the transportation mean in shipment or vice versa during unloading. Tally service, including data electronic transmission. Lashing or unlashing service. Weighing service, including data electronic transmission. Storage service within the terminal, this takes place in authorized storage areas. Upon unloading of the ship, the cargo can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of cargo up to ten (10) days before the arrival of the ship. Services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of cargo, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the cargo transport for appraisal or like inside the terminal. In case of containerized load: Unload/shipment, including stowage/unstowage and lashing/unlashing service, by means of the required infrastructure and equipment. Pulling service between the side of the ship and the storage area, or vice versa in shipment. Handling service, in the storage, maneuver areas and ships for the reception of load from means of transport in loading or unloading. Tally service, including electronic transmission of information. Weighting service, including the electronic transmission of information.

17 Seals checking Storage service inside the terminal, performed in silos or surface areas not covered as slabs or other paved areas. After the unloading of the ship is completed, the load can stay in the Terminal at the user s free availability up to ten (10) days. For loading purposes, the rate considers the entry of load up to ten (10) days before the arrival of the ship. The services related to customs procedures provided for in the Laws and applicable provisions related to loading, unloading, transport and storage of load, which must be only provided at the Terminal by the Concessionaire, do not include, if applicable, services related to the load transport for appraisal or like inside the terminal. C) Services for passenger: it shall include the passenger loading / unloading service guaranteeing at all times a safe access from the ship to the exit of the Terminal and vice versa. As well as the facilities and services required to perform the passport and luggage control service Special services Special services are defined as all port services other than the standard services that the Concessionaire may provide, directly or through third parties, to any user who requests them, and for which this user shall have the right to charge a price agreed with the user for special services to provide. However, the OSITRAN may request to INDECOPI the verification of the competition conditions for a particular Special Service that the Concessionaire is providing in the Terminal. INDECOPI shall have seventy (70) working days after the day of request to rule upon. If INDECOPI concludes that such Service is not being provided according to conditions, OSITRAN shall start the procedure to fix a rate according to current regulations. 6.3 Non-port services Non-port services shall be all those services different from the standard services and special services that the Concessionaire may provide to users before approval from APN. For non-port services, the Concessionaire shall charge a price according to the terms and

18 conditions agreed freely by the parties as per the applicable laws and provisions. The provision of non-port services may not be conditioned to contracting special and standard services. 6.4 Rate Review As from fifth year, from the start of all works operation regarding Stages 1 and 2, OSITRAN shall perform the first rate review, applying the regulatory mechanism RPI-X, set forth in the Rates General Regulation of OSITRAN, for standard and special services. For the first years until the first rate review, productivity factor (X) shall be zero (0). The following rates reviews shall be every five (5) years, applying the same mechanism mentioned before. During the concession, the first value, resulting from sum of all values from the calculations below, shall be used to calculate X for net fixed assets, including the first drilling: The annuity of total investment value for Stages 1 and 2; for regulatory discount rate which shall be fixed by OSITRAN. That is, effects derived from investment of Stages 1 and 2, made by the Concessionaire for the construction and equipment of X factor calculation, shall not be considered. Net discretionary investments from depreciation and mandatory investments according to net demand from depreciation, if applicable. To calculate the productivity factor, maintenance drilling shall be considered as operating costs. In case maintenance drilling is not performed each year, the maintenance drilling cost shall be distributed uniformly from the year when it was executed until the year before the execution of the following drilling maintenance. In addition, each year, from the start of Concession operation, the rate shall be updated every year according to RPI of the last twelve (12) months available. Additional specifications, according to the methodology to be followed by OSITRAN, shall be provided in the Concession Agreement, and as supplement, the provisions of the Rates General Regulation of OSITRAN (RETA) shall be applied.

19 The Concessionaire shall not charge fees related to standard or special services subject to rate regulation, without considering the prior favorable opinion of OSITRAN. The Rate shall be charged to the Ship or User according to the terms and conditions agreed by the parties in the maritime transport agreement, which shall be included in the bill of lading. The structure and rate levels proposed are described in paragraph III.17 of this declaration of interest. II. QUALITY INDICATORS FOR SERVICE TO BE PROVIDED The Concessionaire must meet, at least, the parameters described in this paragraph for the provision of standard services, otherwise the respective penalties, set forth in the Concession Agreement, shall be applied. The methodology to measure service and productivity levels shall be provided by APN in coordination with the Concessionaire six (6) months in advance, counted as from the possession of the Terminal. 1. Service and productivity levels of port infrastructure existing as from the possession date until the last day of second quarter after signing Works delivery Certificate for Stage 2. As from the possession and for six months, no service and productivity levels shall be measured, considering this stage as adaptation. The verification of compliance with the following indicators shall be registered as from the first day of third quarter from the possession until the last day of second quarter after signing Works delivery Certificate for Stage 2. At the end of Stage 1, indicators will not be modified. 1.1 Indicators levels for Ship Service a) Time to start commercial operations of the Ship

20 No more than thirty (30) minutes of tolerance as quarter average to start commercial operations of the ship, counted from the moment the ship, already moored, has all required authorizations. Duration of each individual operation shall be not more than forty-five (45) minutes. b) Time for ship undocking No more than thirty (30) minutes of tolerance as quarter average to start undocking operations of the ship, counted from completion of commercial operations of the ship, including the required authorizations and resources available of the Terminal for undocking. Duration of each individual operation shall be not more than fortyfive (45) minutes. 1.2 Indicators levels for customer service a) Time for load reception For any user, measured for each individual operation, load reception time shall not exceed forty (40) minutes and not more than thirty (30) minutes of tolerance as quarter average. For such purposes, load reception time shall be the period passed between the date and time the vehicle is entered and the date and time the vehicle is removed from the Terminal. b) Time for load delivery Time for load delivery, measured for each individual operation, shall not exceed forty (40) minutes and not more than thirty (30) minutes of tolerance as quarter average. For such purposes, load delivery time shall be the period passed between the date and time the vehicle is entered and the date and time the vehicle is removed from the Terminal. For continuous reception and delivery with the same vehicle in load storage areas, thirty (30) minutes shall be considered per each individual operation of reception and delivery. 1.3 Indicators levels for load service Quarter average yield of load and unload, calculated as net yield:

21 Load type Quarter average Measurement unit Solid bulk - Corn and wheat 250 t/h/ship - Soja 200 t/h/ship - Fertilizers 200 t/h/ship - Mineral concentrate 150 t/h/ship - Bulk sugar 150 t/h/ship - Other bulk loads 200 t/h/ship Fractioned load 120 t/h/ship Containers 12 container/h/crane Bulk liquid 130 t/h/ship Rolling cargo 30 medium/light 15 heavies unit/h/ship 2. Service and productivity levels for each Stage 2.1 Service indicators levels for each ship The verification of compliance with the following indicators shall be registered as from the first day of third quarter after signing the Works delivery Certificate for Stage 2. a) Time to start commercial operations of the Ship No more than twenty (20) minutes of tolerance as quarter average to start commercial operations of the ship, counted from the moment the ship, already moored, has all required authorizations. Duration of each individual operation shall be not more than thirty (30) minutes. b) Time for ship undocking No more than twenty (20) minutes of tolerance as quarter average to start undocking operations of the ship, counted from completion of commercial operations of the ship, including the required authorizations and resources available of the Terminal for undocking. Duration of each individual operation shall be not more than thirty (30) minutes. 2.2 Indicators levels for customer service The verification of compliance with the following indicators shall be registered as from the first day of third quarter after signing the Works delivery Certificate for Stage 2.

22 a) Time for load reception For any user, measured for each individual operation, load reception time shall not exceed thirty (30) minutes and not more than twenty (20) minutes of tolerance as quarter average. For such purposes, load reception time shall be the period passed between the date and time the vehicle is entered and the date and time the vehicle is removed from the Terminal. b) Time for load delivery Time for load delivery, measured for each individual operation, shall not exceed thirty (30) minutes and not more than twenty (20) minutes of tolerance as quarter average. For such purposes, load delivery time shall be the period passed between the date and time the vehicle is entered and the date and time the vehicle is removed from the Terminal. For continuous reception and delivery with the same vehicle in load storage areas, twenty (20) minutes shall be considered per each individual operation of reception and delivery. 2.3 Indicators levels for load service Stage 1 and 2: The verification of compliance with the following indicators shall be registered as from the first day of third quarter after signing the Works delivery Certificate for Stage 2. Load type Quarter average Measurement unit Solid bulk - Corn and wheat 415 t/h/ship - Soja 220 t/h/ship - Fertilizers 300 t/h/ship - Mineral concentrate 280 t/h/ship - Bulk sugar 240 t/h/ship - Other bulk loads 300 t/h/ship Fractioned load 120 t/h/ship Containers 12 container/h/crane Bulk liquid 130 t/h/ship Rolling cargo 30 medium/light 15 heavies unit/h/ship

23 Stage 3: The verification of compliance with the following indicators shall be registered as from the first day of third quarter after signing the Works delivery Certificate for Stage 3. The development of actions of Stage 3 demands the modification of the following service levels in advance: Load type Quarter average Measurement unit Solid bulk - Corn and wheat 840 t/h/ship Stage 4: The verification of compliance with the following indicators shall be registered as from the first day of third quarter after signing the Works delivery Certificate for Stage 4. The development of actions of Stage 3 demands the modification of the following service levels in advance. Stage 5: Verification of compliance with the following indicators will be recorded as of the first day of the third quarter of registration of the Acknowledgement of Receipt of Stage 5. The development of the actions of Stage 5 requires the following modification of the prevailing levels of service: Type of Cargo Average by Unit of Measurement Solid Bulk Mineral Concentrate t/h/nave New Dock: Verification of compliance with the indicators will be recorded as of the first day of the third quarter of registration of the Acknowledgement of Receipt of the New Dock. The development of the actions of the New Dock does not require the modification of the prevailing levels of service.

24 III. BASIC ITEMS FOR THE DRAFT OF CONTRACT 1. Legal Framework Law on the National Port System No and its amendments. Regulation of the Law of the National Port System approved by Supreme Decree No MTC and its amendments. National Port Development Plan approved by Supreme Decree No MTC and its amendments. Legislative Decree W 1224, amended by Legislative Decree No. 1251, through which the framework for the Promotion of Private Investment by Public-Private Partnerships and Projects in Assets and their amendments is approved. Regulation of Legislative Decree No approved by Supreme Decree No EF, as amended by Supreme Decree No EF, and its amendments. Legislative Decree No. 1012, Framework Law of Public-Private Partnerships for the creation of productive employment and enacts regulations for the facilitation of private investment promotion processes, and its Regulations, approved by Supreme Decree No EF, regulations that shall be applied in accordance with the provisions of the First Supplementary and Temporary Regulation of such legislative decree. Law No , which determines the legal nature of the Agency for the Promotion of Private Investment PROINVERSION. Law No , General Law on Environment. Law No , Law on environmental impact assessment for works and activities. Law No , General Law on the National Cultural Heritage and applicable amending and complementary regulations. Regulations of Archaeological Research, approved by Supreme Decree N MC. Regulations of Section II of Law N Law for the Promotion of Investments for Economic Growth and Sustainable Development, and other measures to optimize and strengthen the National Environmental Impact Assessment System Ministry of the Environment approved by Supreme Decree No MINAM. Any legal regulation in force of the Peruvian legal system and applicable to the project during its entire execution.

25 2. Purpose Awarding of concession for the design, financing, construction, conservation, operation and transfer of the Terminal. 3. Method of Recruitment The Project constitutes a Self-financing Public-Private Partnership in accordance with Legislative Decree No and its Regulations, in accordance with Number 10.3 of Article 10 of Law N 27943, Law on the National Port System. 4. Term of Concession The concession of the Terminal is granted for a term of thirty (30) years, as of the signing of the concession contract. 5. Grantor The Government of the Republic of Peru, represented by the Ministry of Transport and Communications, which acts through the APN. 6. Concessionaire Legal entity established in Peru that will sign the concession contract. The Concessionaire shall be, at the very least, established by the successful Bidder of the award or the members of the same in case this is a consortium and complying with the minimum interest of the strategic partner. 7. Minimum share capital The Bidder must register a minimum share capital of US $ 31'318, (Thirty-one Million Three Hundred and Eighteen Thousand and 00/100 Dollars of the United States of America), which must be fully subscribed and paid at least by twenty-five percent (25%), in accordance with the provisions of the General Law of Commercial Corporations as of the closing date. The difference shall be paid before the completion of the works of the mandatory investments referred to in clause of this Declaration of Public Interest.

26 For these purposes, the exchange rate to be used will be the one published by the Superintendency of Banking, Insurance and AFP the day before the signing of the draft of incorporation of the Concessionaire. 8. Strategic Partner and Minimum Interest The strategic partner will be the legal entity that: (i) will be part of the Concessionaire as holder of the minimum interest; and (ii) have accredited the compliance with the operating experience in accordance with section IV, 4 of this Declaration of Public Interest and the conditions, if applicable. There must be a strategic partner throughout the term of the concession. The minimum interest of the strategic partner will be maintained throughout the term of the concession in accordance with the terms and conditions to be provided in the concession contract. The percentage of the strategic partner's minimum interest in connection with the bidder's share capital will be thirty-five percent (35%). 9. Assets Regime During the term of the concession, the Grantor shall maintain ownership of the concession assets. The Grantor shall deliver to the Concessionaire all assets of the concession existing at the time of the transfer of ownership free of charges, liens, and/or occupants. Concession assets shall be: (i) the assets of the Grantor; (ii) the assets acquired or generated as a result of the obligatory or on-demand investments by the Concessionaire; and (iii) any other asset, including intangible assets, that have been integrated into the works and cannot be separated without affecting their proper operation and that allow the Concessionaire to meet the levels of service and productivity. These assets will be reverted to the Grantor upon expiration of the concession. The Concessionaire is mainly undertaken to repay or replace at its own cost, the concession assets that may be lost, as well as those that, due to their conservation status, do not allow achieving, maintain or comply with the object of the respective contract. The replacement of the assets must be made within the term and conditions established in the

27 concession contract; as well as in the terms and conditions of the transfer and reception thereof. In these cases, the Concessionaire must refund the Grantor the assets of the concession to be substituted, by subscribing the respective minutes. Concessionaire assets shall be those resulting from discretionary investments, except for those that cannot be removed or whose removal causes damage to concession assets. Likewise, the Concessionaire assets will be the intangible assets associated directly and exclusively with the provision of special services and/or non-port services. At the end of the concession, these assets may be acquired by the Grantor according to the mechanisms that will be established in the concession contract. The concessionaire assets may be affected for purposes other than those of the concession, with the express approval of the APN. 10. Concession Area Land and water area that will be delivered by the Grantor to the Concessionaire for the purposes of the concession and are identified by the coordinates indicated in Annex No. 4. In that sense, the Grantor is undertaken to make available to the Concessionaire the land and water area corresponding to the area of the concession upon transfer of the concession. These areas will be exploited by the Concessionaire, who will be responsible for determining the areas to be used for the execution of the works. The Concessionaire may request the modification of the concession area before the APN and OSITRAN, and for that purpose it must justify such modification following the mechanisms considered in the concession contract, as well as comply with the provisions regarding the formulation, presentation and approval of corresponding technical files, as well as with the applicable laws and regulations. 11. Easements If establishment of easements is required, the Grantor will conduct the relevant procedures according to the applicable regulations for such purpose and those required for the development and operation of the terminal. Likewise, in case these are in respect of stateowned property, the Grantor shall grant the easements free of charge.

28 The easements for the occupation of assets may be, among others, the following: a) temporary occupancy of assets essential for the design, construction, conservation and operation of the Terminal; y, b) transit, for the custody, conservation and repair of works, equipment and facilities. The easements, once imposed, will be considered as rights of the concession. Temporary occupancy easements entitle the owner of the servant state to receive payment of settlement and compensation established by applicable laws and regulations, for the time required for the execution of the works, as long as they affect the property of private entities. The payment of such easements shall correspond to the Concessionaire. Negotiation and payment of applicable settlements as a result of the imposition of other easements shall correspond to the Concessionaire. In case an easement is extinguished because of the Concessionaire and as a result, a new easement is needed, the Concessionaire will be responsible for obtain it at its own expense. 12. Technical File It refers to the document containing the information required and sufficient for approval, execution and supervision of the works and the acquisition of the equipment. It must be formulated by the Concessionaire, in accordance with this declaration of public interest and the terms of reference to be included in the respective concession contract. Such document must be submitted to the APN for approval and is mandatory for the execution of the works and acquisition of the equipment. The preparation of the technical file corresponding to Stages 1 and 2 (Mandatory investments that do not depend on the demand) will be made in a single document, so that its submission and approval will be made jointly.

29 The formulation and approval of the technical files corresponding to the Mandatory investments based on the demand will be made in due course and independently, that is for each of the identified stages. The Concessionaire must submit as part of the technical file, the schedule of execution of works that includes execution times at component level and items related to the works until its completion as well as a plan for the acquisition and replacement of equipment indicating its shelf life. The Concessionaire must prepare the technical file, both of the civil works on land and sea as well as the equipment, which supports the port operation. Dredging may be carried out only with the current environmental certification referred to in section III.20, i.e. without the approval of the aforementioned technical file. The technical file must include, maritime works, civil works on land, port equipment, work budget, conservation plan, among others. In addition, the Environmental Management Instrument, the Archaeological Assessment Study and the Certificate of Non-existence of Archaeological Remains (CIRA) shall be considered if required. The Concessionaire shall define the technology of the equipment and civil works, in order to perform its operations with levels of efficiency and productivity. The technical file of Mandatory investments must be submitted to the APN for approval within no more than twelve (12) months as of the closing date. With respect to the execution of the investments based on the demand, the Concessionaire will have a term that will be defined in the concession contract for each one of the stages. 13. Construction start Works construction (mandatory investments and mandatory investments upon demand) shall start no later than thirty (30) calendar days after all conditions below are met:

30 Concession area has been provided in the term and conditions given in the Concession Agreement. The Concessionaire has obtained the technical file approval from APN according to section above. The Concessionaire has obtained the approval of the environment management instrument before the respective environmental authority. The Concessionaire has obtained the CIRA or document of Concession Area from the governmental authority. The Concessionaire has obtained the authorizations and permits, required by the public administration, for the construction of the Project s works. The Concessionaire has credited the financial closing in the term and conditions given in the concession agreement. To reach the financial closing, the Concessionaire may turn to, among other possible sources; financing granted by determined Authorized Creditors, whose requirements shall be set forth in the Concession Agreement. Under no circumstances, shareholders, partners or interests of the concessionaire are allowed to be Authorized Creditors directly or indirectly. Authorized Creditors shall not have any relation with the concessionaire according to the terms of Resolution No SMV01 o rule replacing it. Performance bond has been submitted according to the Concession agreement provisions, with the respective increase of all investments according to demand set forth in number III.24 of this declaration of interest. Other required by law. To start construction works of Stage 1 and Stage 2, the Concessionaire shall credit, just once, the compliance with conditions stated above; this include the accreditation of financial closing in both stages. The execution of investments identified in this declaration of interest (mandatory statements no depending of demand and mandatory investments upon demand) shall be carried out per components or per each identified stage. This will facilitate the execution of investments and fulfillment of terms given the investment execution schedule.

31 14. Operation The concession operation by the Concessionaire is a right since it is a mechanism to recover the investment in the Terminal. It is also a duty to keep the operation of such terminal and provide services to users within the standards specified in the Concession Agreement. 15. Operation start Operation start date of concession shall start as from signing date of the property delivery certificate of the Grantor according to the provisions set forth in the Concession Agreement. The deadline to start the operation of each stage shall be set forth in the Concession Agreement. The operation start shall not prevent the existence of stages in pre-operation phase. In case the Concessionaire makes the investments stated in the declaration of interest per component, the Grantor shall receive the executed component with the signature of the handover certificate, which shall mean the start of the component operation by the Concessionaire. To meet the deadline and start operation of each stage as stated in the concession agreement, the handover certificate of all works and/or equipment of each stage shall be signed. The operation of each component or stage, as applicable, shall be only started if the Concessionaire, besides meeting the provision stated in the fourth paragraph of this number, has purchased and kept the performance bond and insurance policies demanded in the agreement according to the terms and conditions set forth therein, and has met all other obligations stated by the concession agreement, laws and applicable provisions. In case of reasons not related to the Concessionaire that cause a delay in the operation start of each stage, the Grantor shall approve an extension to the terms set forth in the agreement without affecting the total concession term, except for cases of suspension of all obligations.

32 16. Conservation The Concessionaire is required to preserve the concession properties, that is, the set of activities performed from the operation start in order to preserve, recover and extend the life of concession properties so that Concessionaire complies with service and productivity levels set forth in number II. The conservation includes daily maintenance, regular maintenance and emergency repair. The Concessionaire shall perform the conservation works deemed necessary, until expiration date of concession, to reach and keep service and productivity levels stated in number II. The Concessionaire shall submit the conservation plan of concession properties for its approval, which defines techniques, procedures and conservation works opportunity. 17. Rate schedule 17.1 Rates According to number 6 of paragraph I of this declaration of interest, the rate is a compensation collected by the Concessionaire for the provision of standard services or, if applicable, a special service according to the provision of OSITRAN, without including the applicable taxes. The maximum rates for the provision of standard services shall be effective from the possession. The Concessionaire shall offer lower rates based on criteria such a volume, term, seasonality, market, among others. The maximum rates for standard services shall be in American Dollars, not including IVA. These are defined below: Description Maximum rates Standard services Services for the ship Use of berths (in length hour or fraction of hour) = 1.25 Access service to vessels (per UAB) 1.75

33 Load services International load or unload services Fractioned load (per TM) = Load of bulk cereal (per TM) = Load of bulk mineral (per TM) = Other bulk dry cargo (per TM) = Load of bulk liquid (per TM) = 2.00 Rolling cargo = Container of 20 full (per container) = Container of 20 empty (per container) = Container of 40 full (per container) = Container of 40 empty (per container) Cabotage load or unload services* 0.7 *International load and unload rate Passenger service Passengers (per passenger) 6.00 *Cabotage service is the load transport operation from a national port with destination to other national port and it shall be described as a discount to be applied to standard rates for international traffic. From the possession of the Terminal, the Concessionaire shall apply percentage discounts on the maximum rates set forth in the agreement. These shall be valid for the terms stated in the table below per each type of load stated therein. Type of load Mineral concentrate Other solid bulk Load with discount Maximum rates Minimum discount on maximum rates Rates with discount Validity term for discounts Mineral concentrate $15.00/tm 56.67% $6.5/tm 30 months Bulk cereal/other $10.11/tm 50.54% $5.0/tm 24 months bulk dry cargo

34 The validity term of discounts stated in the table above will only finish if besides the term verification, the Concessionaire may provide storage service inside port facilities for loads above stated. This service shall be considered as part of the standard service. If transfer and storage services cannot be provided, the validity term of discounts stated above shall be automatically extended until the Concessionaire provides the services stated above. Likewise, from the possession of the Terminal until the operating depth is counted at m, the Concessionaire will not charge the rate of standard service of access to vessels. The Concessionaire shall be empowered to provide special services to all users requesting them and the provision shall not be conditions to the contracting of standard services. The Concessionaire shall have the right to charge a price for the special services provided. However, OSITRAN may request INDECOPI the verification of competence conditions for a determined special service that the Concessionaire is providing in the Terminal Commercial policies The Concessionaire may set discounts, promotions, bonus or any other commercial practice according to the no discrimination, neutrality and prohibition of cross-subsidy policies under the provisions of the Concession Agreement, section 12.2 of Legislative Decree N 124, Law N 3793 Law on National Port System and the Rates General Regulation of OSITRAN approved by Resolution N CD-OSITRAN and amendments. 18. Financial Economic Balance The Concession Agreement shall provide a mechanism for the reinstatement of the financial economic balance the Concessionaire and the Grantor shall have right to if balance is significantly affected, exclusively and explicitly, due to changes in applicable law to the extent that such changes have a direct impact in the economic-financial aspects related to the variation of incomes and costs assumed by the Concessionaire. An affectation is significant when percentages would have been reached and which shall be

35 set forth in the respective agreement. In these assumptions, the balance shall be reinstated before the significant affectation caused by the changes in applicable laws. For the reinstatement of financial-economic balance, charge to compensation or direct payment in charge of the Grantor, among others, shall be considered. Increase in rates shall not be considered for the reinstatement of economic balance. Likewise, to determine the financial-economic balance, income and costs variation shall be related to standard services. 19. Insurance Regime The Concessionaire shall have the following insurances at least. These shall be valid according to the provisions of the concession agreement: Personal insurances for employees Fully comprehensive risk and mounting insurance Fully comprehensive risk insurance of finished civil works Insurance on the Grantor s property Liability insurance, contractual and non-contractual insurance and employer s insurance during the operation. The Grantor shall be stated as the additional insured in the hired policies to send, if applicable, the indemnity of insurance for the reinstatement, replacement and repair of all damaged properties. The policies shall have the Concessionaire as insured; the Concessionaire shall give the amounts, as for any event, for the repair of damages caused by such event. If reinstatement, replacement and repair of all damaged properties are not substantially possible, the indemnity shall be granted to the Concessionaire, not being required to reimburse any amount to the Concessionaire. 20. Environmental Management Instruments At closing date, the Grantor shall have the environmental management instruments approved:

36 The Adequation Project of Environmental Management (PAMA) submitted by ENAPU regarding the operation being executed to closing date in the direct influence area of the Terminal. The environmental management instrument, considering the provisions set forth in the Environmental Protection Regulation by Supreme Decree n MTC is required for the Concessionaire can guarantee the continuity of port services and perform drilling activities with equipment and alternative procedures stated and provided in the Private Initiative or Bidding Conditions, if applicable, thus modifying those provided in the Directorate Resolution N MTC/16. Such certification shall be proceeded by the Successful bidder considering the extension and relocation of unload area as well as volumes necessary for the fulfillment of drilling levels. In turn, to closing date, the Concessionaire shall have proceeded before DICAPI, directly or through ENAPU, the amendment of discharge authorization included in Directorate Resolution N MGP/DGCG o the issue of a new authorization applicable to assure the fulfillment of all drilling levels. This is required for the Concessionaire can dispose volumes of drilled material in unload areas duly authorized and according to the committed operation level. Notwithstanding the provisions in above paragraphs, the Concessionaire shall obtain the approval of the respective environmental authority of the environmental management instrument before execution of new works according to the provisions of the Environmental Impact Assessment System (SEIA). 21. Supervision of concession agreement The APN or OSITRAN, as applicable and according to provisions of Concession Agreement, shall supervise the fulfillment of the Concessionaire s obligations during the concession s validity, including the preparation of a technical file, execution of works and their operation and conservation. The costs derived from the activities of design supervision shall be in charge of APN. On the other hand, the costs derived from the activities of works execution supervision shall be in charge of the Grantor.

37 In case the Concessionaire decides to execute discretionary investments, it shall assume the costs of additional supervision. 22. Expiration of concession The agreement will expire due to: Expiration of concession term Mutual agreement Non-compliance of the Concessionaire Non-compliance of the Grantor Unilateral decision of the Grantor due to public interest Force majeure or act of god Causes not attributable to the parties Other causes stated in the agreement 23. Compensation According to LSPN, the Concessionaire shall be required to pay regularly to the Grantor, during the validity of concession, a compensation amounted to 3% of monthly incomes obtained by the Concessionaire for the provision of services as from the start of operation until the concession expiration according to the provisions stated in the concession agreement. Monthly incomes mean the total incomes obtained by the Concessionaire, without IVA and Municipal Promotion Tax derived from the operation of the Terminal. 24.Companies authorized to issue bid bonds The Concession Agreement shall set forth the requirements and conditions which must be met by all authorized companies, whose bid bonds shall be accepted according to Annex Performance bond of contractual obligations To guarantee all obligations stated in the Concession Agreement, including design, financing, construction, conservation, operation and transfer of works, penalties payment

38 and execution of supplementary investments, if any, the Concessionaire shall provide the Grantor a performance bond of the concession agreement as follows: From the closing date, up to twelve (12) months after the concession expiration: ten (10%) percent of reference investment amount of mandatory works in constant values. In addition, before the start of execution of each investments stage upon demand, the Concessionaire shall increase the mandatory performance bond amount in ten percent (10%) of the estimated works budget set forth in the technical file approved by APN regarding each stage and keeping it effective up to six (6) months after the issue of delivery certificate of works of respective stage. Likewise, before the start of works operation in stage 3, stage 4 and stage 5 and New harbor, the Concessionaire shall increase the mandatory performance bond amount in ten percent (10%) of the estimated works budget set forth in the technical file according to the respective investment stage, the performance bond shall be valid up to twelve (12) months after the concession expiration. 26. Service and productivity levels The Concessionaire shall meet the service and productivity levels stated in paragraph II. Notwithstanding the fulfillment of the respective investments plan, that according to terms and conditions of the agreement is prepared and approved, this shall meet the service and productivity levels during the validity of the Concession Agreement, being able to take the actions deemed necessary for such purpose. 27. Hiring of employees of Empresa Nacional de Puertos (ENAPU) The Concessionaire shall prepare employment proposal for the employees hired in ENAPU payroll of the TERMINAL as of May 6, For such purpose, the Concessionaire shall have submitted a copy of notary communications proofs sent to the ENAPU employees included in the respective annex of the Concession Agreement, delivered to the domiciles stated by the Grantor, with the respective employment proposal. 28. Relation with personnel In the relations with the personnel, the Concessionaire shall adapt itself to the employment rules valid in the Republic of Peru.

39 The work contracts of national and foreign personnel of the Concessionaire, the signing of such contracts and their termination are subject to the rules governing the work relations of employees for private sector. Likewise, Legislative Decree N 728, Law n Law on Port Work, among others shall be applied, complying with all provisions set forth in such rules. The Concessionaire, besides above-mentioned, shall strictly meet the laws and applicable provisions regarding work referred to formal obligations of the employer (payrolls or electronic payroll, pay stub and other), the payment and withholding of provisional quotations as well as contractual and legal obligations referred to occupational security and health. Likewise, according to provision of section 12, subsection h) of LSPN, the Concessionaire guarantees the constant training and safety of all employees hired who perform their work in the Terminal. 29. Suspension of obligations The concession term shall be suspended upon request of any part in the cases below: a) Force majeure or act of god understood as events, conditions or circumstances no attributable to the parties, extraordinary nature, unforeseeable or inevitable, that prevent the compliance with the obligations under its charge or which cause the partial, delayed or defective compliance. This event shall be beyond the control of the party causing the event, which besides all reasonable efforts to prevent them or mitigate their effects, cannot prevent the non-compliance event. b) Destruction or partial affectation of concession s properties for causes nonattributable to the parties, so service is not available permanently. c) Agreement between the parties, derived from circumstances different from those referred in letter above, in which case the previous opinion of OSITRAN shall be necessary. d) Other cases expressly agreed in the respective Concession Agreement.

40 In the respective Concession Agreement, proceeding for statement of obligations suspension shall be regulated as well as its effects according to Legislative Decree 1224 and its Regulation. In case of total suspensions of obligations is extended for more than ninety (90) calendar days from the respective statement, any of the parties shall call the concession expiration, which is governed by provisions regulated in the respective agreement. Only if total suspension of obligations is a consequence of demonstrations, protests, violence or force acts performed by community, social or political organizations, or majeure public protests affecting the Concessionaire directly or indirectly, which shall be duly credited for causes not related to its willingness, not attributable and beyond reasonable control originated or related with the environmental damages occurred in Huanchaco, Delicias and Buenos Aires Beaches, the term referred in above paragraph shall be thirty (30) calendar continuous days or sixty (60) alternated calendar days; both in a twelve month period after concession, counted from the respective statement. Then, any of the parties shall call the expiration of concession with no responsibility and shall proceed with the same rules for concession expiration. 30. Authorized Creditors The agreement shall allow to set forth the rights in favor of the Concessionaire s authorized creditors, who govern their rights and obligations under private right. The authorized creditors are not part of the contractual relation between the Concessionaire and the Grantor for the development of the Project, notwithstanding the rights set forth the agreement for them. Under no circumstances, shareholders, partners or interests of the concessionaire are allowed to be Authorized Creditors directly or indirectly. Authorized Creditors shall not have any relation with the concessionaire according to the terms of Resolution No EF (modified by resolution CONASEV N EF/94.10). 31. Grantor s Statement According to the provisions of the Preliminary Environmental Assessment EVAP, which will be part of the agreement, the Ministry of Transport and Communications (Supreme

41 Decree N PCM) is performing several studies and activities to mitigate the environmental damages occurred in Huanchaco, Delicias and Buenos Aires Beaches located in La Libertad Region before the possession; therefore the Concessionaire is not responsible for generation, remediation and mitigation of referred environmental damages, unless otherwise stated in number 33 (environmental responsibility). The studies and remediation and mitigation activities of environmental damage in the coastal border at the north of the Terminal, including Huanchaco, Delicias and Buenos Aires Beaches performed by the Ministry of Transport and Communications, shall be executed under the current legal rules, technical and related studies and their respective schedule, as well as the approval of environmental management instruments. For such purpose, it is important to consider that the General Directorate of Social Environmental Issues (DGASA), as the sector environmental authority regulated by Supreme Decree N MTC, granted the environmental qualification as category II Semi-detailed Environmental Impact Assessment at the completion of the Project Improvement of coastal border of Delicias, Buenos Aires and Huanchaco Beaches. Moreover, the Terms of Reference were approved by Directorate Resolution N MTC116. The respective environmental authority shall issue the environmental authorization for the project. If the actions taken by the Grantor, for the mitigation and remediation of coastal border at the north the Terminal would involve a solution that would affect and limit the Terminal operation certainly, currently and ascertainably, the Concessionaire, prior compliance with the dispute solution measures set forth in the agreement, will have the right to terminate the concession agreement according to force majeure clause and the mechanism provided for such assumptions. 32. Grantor s Guarantee The Grantor guarantees the Concessionaire that it will provide the required support to ensure the proper protection of the concession properties to guarantee the uninterrupted provision of the services, notwithstanding the Concessionaire's liability. In no case, such guarantee will be a financial guarantee nor a public resources disbursement.

42 The support, referred to in the preceding paragraph, shall be provided directly by the Concessionaire to the extent it is within its administrative and legal powers or helping in the Concessionaire in coordinating with other public entities. The Grantor guarantees to the Concessionaire that it will carry out the mitigation studies and activities of environmental damages occurred in Huanchaco, Delicias and Buenos Aires Beaches caused before the possession. These shall be executed according to the current legal regulations, the corresponding technical studies and their respective schedules, as well as the environmental management instruments approved about the subject. Therefore, the Concessionaire shall not be responsible to the Grantor or third parties for the mitigation of damages and any effect caused in the coastal border at the north of the Terminal, including the Delicias, Buenos Aires and Huanchaco beaches, provided that such damages or consequences were caused prior to signing the delivery certificate of the Grantor. The provisions above shall be applicable, even if the consequences occur and continue after such date and throughout the validity term of the Concession agreement. 33. Environmental Responsibility In no case shall the Concessionaire be responsible for the pollution or social environmental impacts which maybe caused outside or inside the influence area of the concession, as well as in other areas used for the installation, use or operation of warehouses, offices, workshops, machinery yard, prior to the date of possession, even if the effects of pollution or environmental impacts occur or continue after such date. Regarding the pollution or environmental impacts that could be caused outside the influence area, from the possession date, the Concessionaire shall be responsible only in those cases where the cause of the environmental damage is proven to be attributable to the Concessionaire according to the applicable environmental regulations. 34. Other elements of the Concession Agreement Anything not stated in the declaration of interest and which constitute elements of the Concession Agreement, the Concessionaire shall be submitted to the provisions and procedures that have favorable opinion of sectors and entities related to the Project, as well as the provisions in applicable laws and regulations.

43 35. Statements regarding agreements signed by ENAPU An annex shall be included in the Concession Agreement as an integral part of it and which includes the list of agreements signed by ENAPU in relation to the Terminal. The Concessionaire shall expressly state it knows about these agreements and it may request the assignment of contractual position. This list of documents is included in the data only where this declaration of interest if found. As a result of the assignment of contractual position, the Concessionaire shall fulfill the obligations corresponding to the contractual position assumed, as well as exercise all rights derived from such contractual position. In case of the existence of liabilities generated prior to the assignment, these will be in charge of ENAPU; therefore, the Concessionaire shall not be responsible for the breaches of ENAPU. Likewise, the Concessionaire shall not acquire rights nor collection obligations derived from these agreements and which would have been generated and accrued until the date of such assignment of contractual position. With regard to agreements which assignment has not been requested by the Concessionaire, it will not assume responsibilities or liabilities as a result of the agreements. 36. Expiration causal - Anticorruption Clause In accordance with the provisions of Supreme Decree N EF, an anticorruption clause shall be added to the respective Concession Agreement, which states the Concession expiration in case of corruption. VI. INTEREST EXPRESSIONS IN THE PROJECT OR ALTERNATE PROJECT AND SELECTION PROCESS The interested third parties shall have ninety (90) calendar days, as from after the publication of this declaration of interest, to submit their expressions of interest regarding the execution of the same Project or other alternate to it.

44 All expressions of interest must be submitted in the intake desk of ProInversión at: Avenida Enrique Canaval Moreyra N 150, Lima 27 (San Isidro), Peru. 1. Requirements for the submission of Expressions of Interest 1.1. For the project Third parties interested in the Project must submit their expression of interest with the following: a) Letter of expression of interest according to format attached as Format N 1 of Annex N 1. b) A joint and several, irrevocable, unconditional, without excussion benefits and automatic realization bank guarantee in favor of Prolnversión for an amount of $ 1,500, (One million five hundred thousand and 00/100 American dollars), issued by one of the financial entities referred in Annex 5 of this declaration of interest and in accordance with the format attached as Annex For an alternate project Third parties interested in an alternate Project must submit their expression of interest with the following: a) Letter of expression of interest according to format attached as Format N 2 of Annex N 1, along with the new proposal of Private Initiative on the Alternate Project according to the provisions of section 16 of Legislative Decree N b) A joint and several, irrevocable, unconditional, without excussion benefits and automatic realization bank guarantee in favor of Prolnversión for an amount of $ 1,500, (One million five hundred thousand and 00/100 American dollars), issued by one of the financial entities referred in Annex 5 of this declaration of interest and in accordance with the format attached as Annex Bid procedure for other interested parties If, within the ninety (90) calendar days stated above, one or more interested third parties participate in the execution of the Project, Prolnversion shall proceed to carry out the corresponding selection process according to the basis approved for such purpose. The selection process will be carried out in three (3) stages by a three (3) envelopes system:

45 Envelope n 1: Qualification Envelope n 2: Technical proposal Envelope n 3: Economic proposal In the first stage, qualification requirements (technical, financial, legal and other) shall be assessed through the documentation required to be included in Envelope N 1, which are deemed necessary to continue with the second selection stage according to basis of selection process. Once the qualification is performed, qualified bidders shall be called for the submission of Envelope N 2 and Envelope N 3, as well opening of Envelope N 2, which shall contain the documentation required in the basis to prove the validity and veracity of information submitted, the acceptance of the agreement general conditions, the guarantees to ensure the validity and effectiveness of the economic and technical proposal. Only the qualified bidders, whose technical proposal in such envelope satisfactorily meets the minimum requirements stated in the terms and, therefore, have been declared as technically accepted by Prolnversión committee, will pass to the third selection stage. In the third stage, envelope N 3, with the technical proposal, shall be opened. 3. Competence factor of the Comprehensive Projects Bid The competition factor shall be the lowest rates for standard services and other. The mechanism and procedure of competition factor and tiebreaking shall be defined in the bid conditions. 4. Requirements for qualification of interested third parties The qualification requirements for third parties interested in the Project shall be: technical, financial and legal. The details are stated below: a) Technical requirements: The Bidder must prove experience in the operation of at least 1,000,000 tons in the past three (3) calendar years as from the publication of the declaration of interest.

46 The accreditation referred above may be performed in any of the following situations: i. As Port Administrator ii. As Port Operator iii. As Logistics Operator iv. As Stowage Operator In the cases previously stated, accreditation may be directly performed if the Bidder is a legal entity. In case the Bidder is a Consortium, the accreditation may be performed through the sum of experiences of up to two of members of the Consortium, provided that at least 60% of the experience credited corresponds to a one member, which shall be considered a Strategic Partner. In order to prove the required technical experience, the experience of the companies linked to the Bidder 2 may be considered if it belongs to one legal entity or the consortium's members; however, in no case may the same experience be credited more than once. b) Financial Requirements: the Bidder shall accredit a minimum net equity of US$ , (Sixty Million Six Hundred Fifty Thousand and 00/100 US Dollars). This requirement shall be met: i) by the Bidder itself, if it is a legal entity; or ii) by adding up the net equity of each of the bidder members, if it is a consortium; in both cases, said 2 For purposes of this declaration of interest and the public bid, called if required, shall have the definitions below: Related companies Any affiliated, subsidiary or parent Company in accordance with the definitions contained in the Concession Agreement and in Resolution SMV SMV/01 or rule modifying it or replacing it. Affiliated Company A company will be considered as affiliated to another company when the Effective Control of such companies is under the same Parent company. Parent Company A company owning the Effective Control of one or several companies. In addition, a company with the Effective Control of a Parent company is included in this definition, and so. Subsidiary Company A company whose Effective Control is exercised by the Parent company. Effective Control An individual or legal entity subject to Effective control of other individual or legal entity in cases provided in Resolution SMV SMV/01 or rule modifying it or replacing it.

47 requirement may be accredited through one or more affiliated companies. In no case the same net equity may be accredited more than one time. For purposes of accrediting the above financial requirement, interested third parties shall submit a simple copy of the audited financial statements or, alternately, by annual reports or similar documents of public knowledge, or by submitting a document issued by an external audit company duly registered in the registry of the Comptroller General of the Republic for companies qualified for appointment and contracting, in which the review of the Bidder s (or one of its members, in case of consortium) financial statement is presented and the figure of its net equity is confirmed. In the case of foreign audit companies, these shall: i) be entitled to perform such duty according to the legislation of the Bidder s country of origin (or of its Matrix Company or its Affiliated Companies, in case the equity is to be accredited by any of these). The minimum obligatory Net Equity shall comprise a closed fiscal year of the last three years counted from the date in which each Bidder submits its Envelope No. 1 during the selection process that is to be called, if any. Likewise, the net equity may be accredited with the consolidated financial statements of its Matrix Company; it is not possible to submit the own Net Equity or the one from other Affiliated Companies nor Subsidiaries. The financial information referred to in this Numeral may be submitted in Spanish or English, translations are not required if it is in English. If the financial information is submitted in a language other than the above mentioned, this information shall include a non-official translation into Spanish. c) Legal Requirements: legal requirements shall be addressed to prove the existence of the interested legal entities or consortiums, power of attorney of the legal representatives, and to submit the affidavits and forms set forth in the Bid Conditions, among other. Among the affidavits to be submitting during this stage, the bidder shall include a statement in which it undertakes, if awarded, to establish or have established a society which corporate purpose shall exclusively be limited to rendering of the services contained herein and according to the Concession Contract. The concessionary company shall comply with the following: (i) the corporate purpose shall be framed within the object of the concession contract; and (ii) minimal initial capital signed and paid in the manner and times set forth in the Bid Conditions.

48 5. Bidder s right to equalize the offer of whoever would reach the first place According to numeral 31.3 of Supreme Decree No EF, Regulation of Legislative Decree 1012, if the Bidder participated in the selection process and it complies with the submission of the documentation required in the bid conditions in order to be considered as a prequalified bidder, as well as a valid technical and economic offer, as per the provisions in such bid conditions, it shall be entitled to equalize the offer of whoever reached the first place. If this right is exercised, a final tiebreaker shall take place between the Bidder and the bidder who reached the first place, each of them shall submit their best offer based on competency factor. This tiebreaker shall be performed at the opening of economic offers and the bid award shall be in accordance with the provisions of the bid conditions. 6. Reimbursement of expenditures actually made by the bidder in the preparation of its Private initiative According to the provision of article 17 of Legislative Decree No. 1012, and article 33 of Supreme Decree No EF and its amendments, an amount of up to US$ 1 075, (One million Seventy Five Thousand Seven Hundred Four and 76/100 US Dollars) shall be acknowledged in favor of the Bidder, without including the Value Added Tax. Expenditures incurred in the preparation of the before mentioned Private initiative shall be held by the successful bidder. Interested third parties, at the moment of presentation of its expression of interest, shall acknowledge and agree to perform the reimbursement of the Bidder s expenses, as required by Proinversion. 7. FONCEPRI Contribution to FONCEPRI, as this is a concession against payment, shall be of 2% calculated on the retribution set forth on numeral 23 of paragraph III hereof. 8. Process expenses The successful bidder shall reimburse Proinversion, on the date of signing of the contract, for the preparatory expenses of the process, which final settlement shall be notified timely. 9. Regulation Contribution The Concessionaire is engaged to pay OSITRAN for the Regulation Contribution referred to in article 10 of Law No , Framework Law of Regulator Entities of Private Investment in Public Services, as well as article 14 of Law No , Law on Supervision of Private Investment for Public Transportation and Promotion of Air Transportation

49 Services, or rules that modify or replace it. Said rates shall be calculated and collected in the terms and amount referred to in said legal instrument and the respective Regulatory Rules. APPENDIX No. 1 TEMPLATE 1: SAMPLE OF EXPRESSION OF INTEREST (On the same project) Lima, 2017 Mrs.: Committee PRO INTEGRACION PROINVERSION Reference: Private Initiative named Upgrading and development of the Multipurpose Port Terminal of Salaverry We,. (Name of the legal entity), identified with.. (type and number of document), addressed at. (indicate address, district, province, department or its equivalent and country), duly represented by. (name of the legal representative), identify with.. (type and number of document), hereby state our irrevocable interest to be involved in the performance of the investment project contained in the Private Initiative of this reference. Also, we declare that when submitting Envelope No. 1 within the framework of public bidding to be called, we shall comply to accredit the technical and financial requirement indicated in the declaration of interest of the Private Initiative named Upgrading and development of the Multipurpose Port Terminal of Salaverry, and that we did not find violations in the cases stipulated in Article 18 of Legislative Decree No Therefore, according to the provisions in the declaration of interest of mentioned Private Initiative and the applicable regulation, we enclose the Bid bond No. issued by Bank for the amount of US$ 1 500, (One Million Five Hundred One Thousand and 00/100 US Dollars). Sincerely yours, Name and signature of the Legal Representative Name of the Legal Entity Address Phone No.

50 TEMPLATE 2: SAMPLE OF COVER LETTER FOR ALTERNATIVE PROJECT Lima, 2017 Mrs.: Committee PRO INTEGRACION Reference: Private Initiative named Upgrading and development of the Multipurpose Port Terminal of Salaverry We,. (Name of the legal entity), identified with.. (type and number of document), addressed at. (indicate address, district, province, department or its equivalent and country), duly represented by. (name of the legal representative), identify with (type and number of document), hereby state our irrevocable interest to be involved in the performance of a project alternative to the one in reference, named. In witness therefore, we attach the required documentation for evaluation of our Private Initiative according to the provisions of the applicable regulations, as well as the Bid bond No.. issued by Bank for the amount of US$ 1 500, (One Milllion Five Hundred One Thousand and 00/100 US Dollars). Sincerely yours, Name and signature of the Legal Representative Name of the Legal Entity Address Phone No. APPENDIX No. 2 SAMPLE OF BID BOND (Interested in the same investment project) Lima, 2017 Mrs.: Private Investment Promotion Agency PROINVERSION Reference: Bid bond No Expiration:..

51 We, hereby and upon request of our Clients, Mrs., establish this joint and several, irrevocable, unconditional and automatically enforceable guarantee without benefit of exclusion for up to $ 1'500, (One Million Five Hundred Thousand and 00/100 Dollars of the United States of America) in favor of PROINVERSION, to ensure the seriousness of the letter of expression of interest and participation of our client in the selection process to be called for the execution of the investment project contained in the Private Initiative of interest. Furthermore, we certify that this bid bond shall become effective if, indistinctly, our client: 1. Upon submission of the Envelope No. 1, in the framework of public bidding to be called, does not comply with accrediting the technical and financial requirements set forth in the interest stamen for Private Investment named Upgrading and development of the Multipurpose Port Terminal of Salaverry ; 2. A violation in cases stipulated in Article 18 of Legislative Decree No is found; 3. Should not sign the respective contract of promotion of private investment; or 4. Does not comply with submitting a valid economic offer within the called selection process, as the case may be. Payment shall become effective at the written request of the Executive Director of PROINVERSIÓN, or whoever is acting in its behalf, at our offices located in In order to honor this bid bond in your favor, a requirement by notary means by the Executive Director of PROINVERSION shall enough, and any delay on our part to honor this collateral shall accrue interest equivalent to the LIBOR maximum rate plus a range (spread) of 3%. LIBOR rate will be established by the daily Cable Reuter, received in Lima at 11:00 am, interests shall be accrue from the date on which it is required to be fulfilled and until the effective date of payment. Our obligations under this collateral will not be affected by any dispute between you and our client. The term of this bond shall be.and shall begin on.and until the day of.... of year... Sincerely yours, Signature Name. Banking Entity

52 Note: Bid bond may be issued with the bank s template, provided that it includes all conditions referred hereto. APPENDIX No. 3 TEMPLATE OF COMFORT LETTER (Interested in the alternative project) Lima, 2017 Mrs.: Private Investment Promotion Agency PROINVERSIÓN Reference: Comfort Letter No Expiration:.. We, hereby and upon request of our Clients, Mrs., establish this joint and several, irrevocable, unconditional and automatically enforceable guarantee without benefit of exclusion for up to $ 1'500, (One Million Five Hundred Thousand and 00/100 Dollars of the United States of America) in favor of PROINVERSION, to ensure the reliability of the Cover Letter of the Alternative Project submitted by our clients, and the signing of the corresponding contract, if their Private initiative is declared preferential, declared of interest and the parties do not represent interest in the execution hereof, and this shall be directly awarded to our client. Furthermore, we certify that this bid bond shall be effective in the event of non-compliance of the requirements established by PROINVERSION in the date of signing the contract by our client, with the signature of the respective contract of promotion of private investment, resulting from the selection process announced or by submitting the valid economic proposal in such selection process, as the case may be. Payment shall become effective upon written request of the Executive Director of PROINVERSIÓN, or whoever is acting in its behalf, at our offices located in In order to honor this comfort letter in your favor, a requirement by notary means by the Executive Director of PROINVERSION shall accrue, and any delay on our part to honor this bid bond shall accrue interest equivalent to the LIBOR maximum rate plus a range (spread) of 3%.

53 LIBOR rate will be established by the daily Cable Reuter, received in Lima at 11:00 am, interests shall be accrue from the date on which it is required to be fulfilled and until the effective date of payment. Our obligations under this bid bond will not be affected by any dispute between you and our client. The term of this bond shall be.and shall begin on.and until the day of.... of year... Sincerely yours, Signature Name. Banking Entity Note: Collateral may be issued with the bank s template, provided that it includes all conditions referred hereto.

54 APPENDIX No. 4 CONCESSION AREA APPENDIX No. 5 Authorized Companies to Issue Collaterals The Private Investment Promotion Agency (PROINVERSION) shall accept letters of collateral issued by: a) National Bank Companies authorized to issue bid bonds, holding the qualifications listed below: Financial Guarantee: A Short-term instruments: minimum category of CP-1, category-1, CLA-1 o EQL-1