REPUBLIC OF BULGARIA MINISTER OF TRANSPORT, INFORMATION TECHNOLOGY AND COMMUNICATIONS

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1 REPUBLIC OF BULGARIA MINISTER OF TRANSPORT, INFORMATION TECHNOLOGY AND COMMUNICATIONS TO ALL INTERESTED PERSONS IN THE PROCEDURE FOR GRANTING A CONCESSION FOR SERVICE FOR THE OBJECT CIVIL AIRPORT FOR PUBLIC USE SOFIA RE: Received questions concerning the procedure for granting a concession for service for the object civil airport for public use Sofia public state property DEAR SIR/MADAM, In connection with questions received from interested party concerning the procedure for granting a concession for service for the object civil airport for public use Sofia public state property, we provide the following answers: QUESTION ANSWER VI. Masterplanning & Infrastructure 1-1. Please provide combined layout(s) for full or partial identity between the real estates included in the concession area and the terrain subject to State property deed 3880 dated which to show the changes in the cadastral and regulation plan for each real estate included in the concession area for the period from 1986 until now. It is recommendable one combined layout or a few large combined layouts to be provided for the whole terrain, but in case of impossibility, please provide separate combined layouts for each real estates Regarding the plot covered by State property deed 3880 dated there is no issued layout. There is a layout regarding the scope of the extension from Annex VI.1-1 from folder 11 (Layout of the scope of the extension from 2002) 1. Please provide all documents for the establishment of easements in connection with the Sofia Airport. See the answers under item Are there easements established

2 over the concession area in favor of third parties? If yes, please provide the relevant documentation. 3. Please provide АДС 03297/ ; АДС 03211/ ; АДС 03209/ ; Annex VI.2. from folder 11. Annex VІ.2.В and К.1 and Annex VІ.2.В and К.2 from folder 11. In Annex 3.9 to the Documentation for participation - "Land plots, buildings and facilities of BULATSA" under number 14 is specified object "New airport radar complex and way to its access." The implementation of the construction works and the installation of the object is scheduled to start in the last quarter of In Annex VІ.2.V from folder 11 are indicated routes of cable pipelines and collectors on the territory of Sofia Airport, constructed, maintained and operated by SE "Air Traffic Service Authority". The draft on the construction of these routes is harmonized with "Sofia Airport" EAD and DG "CAA". The dimensions of the easement zones of energy objects are consistent with Regulation 16 of on the servitudes of energy objects, but have not been performed procedures for the establishment of easements under the Energy Act. The access to the existing objects BULATSA situated on the territory of the airport is implemented via the existing road network without constituting the right of way. At the time to BULATSA are provided in the premises of "Terminal 1" of the airport area of 156 m2 for the needs of pre-flight training of crews and area of 12 m2 in technical premises for the equipment of the airport surface movement radar. The latter is expected by mid-2017 to stop its operation and the areas related to its work to be released. Annex VI.3 6 pages from folder 11. In terms of State property deed 03209/ should be taken into account that after drafting the act there has been an amendment of the detailed plan, deleting the old zoned property XXI and establishing new one - Ordinance РД / enclosed together with a sceheme. The plot of the new zoned property XXI is presented to BULATSA by Decision of the Council of Ministers 180 / 2

3 4. Please provide encumbrances certificates for all properties included in the concession area for the period from 1991 to date. 5. Are there buldings rented to Sofia Airport by third parties? 6. Please provide a letter ref. No / of the Minister of Transport, Information Technologies and Communications? Is there a current order to determine the boundaries of the airport after the order of 2000? 7. Are there any construction works that have started and are not yet completed with by an act of commissioning? If yes, please provide proper construction permits for such construction works. 8. Please provide list of all effective contracts to which Sofia Airport is a party. XVI. Concession Agreement 1. According to Art of the draft Concession Agreement, as a condition for entry into force of the agreement, the Concessionaire must obtain within 3 months after signing of the agreement an airport operator license. According to Art. 48d, para 2 of the Civial Aviation Act a condition for issuance of this enclosed, and the plot is not part of the concession area. The properties included in the concession object are public state property. Please, be aware of the relevant texts of the draft concession agreement, in "Declarations and Warranties by the concessionaire item , under which to the date of signing of the concession agreement the concession object is public state property of the grantor. Under the Bulgarian legislation, the grantor may grant it to concession. Such buildings do not exist. Annex VI.6. from folder 11. Second water connection is currently under construction. Annex VІ.7.1. from folder 11 (permission for construction) It was completed the ramp lighting with automated management system and forthcoming is the procedure for commissioning. Annex VI.7.2. from folder 11. Copies of all agreements to which Sofia Airport" EAD is a party are presented. The concessionaire may not use the operability certificate issued in name of "Sofia Airport" EAD of Sofia Airport, but should apply on their own behalf obtain operation certificate under Chapter II of Regulation 20 of on authentication service ability of civil airports, airfields, systems and equipment for ground handling, licensing of airport operators and ground service and market access for airport ground handling. The concessionaire should 3

4 license is the airport to have certificate for operational suitability. Currently Sofia airport has certificate of operational suitability but it is issued in the name of Sofia Airport EAD. According to Art. 29, para 1, item 1 of Ordinance No. 20 of 24 November 2006 for certification of the operational suitability of the civil airports, the director general of GD CAA issues new certificate of operational suitability for the airport, if a change in the use and/or management of the airport occurs. Does this mean that when applying for airport operator license the Concessionaire in fact cannot use the certificate of operational suitability of the airport issued in the name of Sofia Airport EAD but must apply for a new certificate for operational suitability providing evidence for the fulfilment of the conditions under Art. 16 of Ordinance No. 20 (including new permission under Art. 82, para 4 and 5 of the Environmental Protection Act)? 2 Appendix No. 5 to the draft Concession Agreement identifies the State Users exercising functions at the territory of the airport. According to Articles , 20.4, 22.1 the Concessionaire must grant State Users with free of charge use of the Airport Assets. Further the Concessionaire must free of charge provide them with facilities and suitable areas for technological and service needs (State Users Sites) as well as to maintain and repair the State Users Sites at its own expense. Is the list of State Users (Appendix No. 5) exhaustive or the Concession Grantor may designate further State Users? What is the nature of the maintenance and repair of the State Users Sites, submit all required documents in accordance with Chapter II, Section II, Art. 18 of Regulation 20 of , including the permit issued pursuant to art. 82, para. 4 and 5 of the Environmental Protection Act. With respect to the permit documents under art. 82, para. 4 and 5 of the Environmental Protection Act, which are submitted as attachments to the application for a certificate for operational life: at the moment are issued two Decisions under Enviromnetal Impact Assessment by the Ministry of Environment and Water for an investor MTC - DG "CAA" and "Airport Sofia" EAD. Decision under Enviromnetal Impact Assessment no 20-5 / 2001 allowed the realization of the project "Reconstruction, Development and Extension of Sofia Airport - Lot B2. New runway system, taxiways and related activities" and Decision under Enviromnetal Impact Assessment no / 2001 allowing the realization of the project "Reconstruction, Development and Extension of Sofia Airport - Lot B1. New terminal building and adjacent infrastructure." Both decisions are administrative acts, which permitted the realization of the two lots. There are currently neither other permit documents issued under article 82, para. 4 and 5 of the Environmental Protection Act nor started procedures for issuing such. Except from the governmental users specified in Annex 5 of the concession agreement, in the event of an enforced act of domestic or international law, expanding the circle of representatives of state authorities, which carry out statutory functions relating to defense and security of the state and other functions defined in a law, the concessionaire will be required to grant them premises and/or to provide unhindered access to the properties under their management, and to ensure all other conditions for carrying out their functions. The size and the location of objects of state users is reflected in the following applications: Annex XVІ.2.T1.1 Annex XVІ.2.T1.2 Annex XVІ.2.T1.3 4

5 which are part of the obligations of the Concessionaire (technical obedience, regular maintenance, only premises or also equipment, including consumables)? Where exactly at the territory of the airport are located the State Users Sites and what is their type (entire buildings, floors, cabins, rooms)? Who bears the running cost of the State Users Sites (water, electricity, heating, consumables)? Can the Concessionaire charge the State Users for the running cost (if yes at cost, or at cost+margin)? 3 Article 17.4 of the draft Concession Agreement stipulates that during the entire Concession Period the Concessionaire must provide at its own expense the Air Traffic Services Provider (the Bulgarian Air Traffic Services Authority) with facilities and premises in the Concession Site which the Provider might reasonably require in connection with the provision of Air Traffic Services and generally in connection with its obligations under the applicable legislation. Which facilities and premises are foreseen? Are the facilities and premises defined? Does this (or any other) article of the Concession Agreement imply that the Concessionaire has the obligation to install and construct facilities and premises for the Air Traffic Services Provider? Can the Air Traffic Services Provider be charged for provided facilities and premises (if yes at cost, or at cost+margin)? XV. Intellectual Property 1. Please provide information about all intellectual property rights owned by Sofia Airport EAD, including trademark rights, domain name rights, Annex XVІ.2.T1.4 Annex XVІ.2.T1.5 Annex XVІ.2.T2.1 Annex XVІ.2.T2.2 from folder 11. The concessionaire of the Sofia Airport will do the maintenance and the repair of the premises and the related equipment used by the state users. In terms of running costs (electricity, water, heating, consumables), the latter are to be covered by the relevant government users of the premises. Art of the concession agreement does not provide an obligation for the concessionaire to construct facilities and equipment that are associated with the objects of the air navigation service provider (ANSP) and which to submit to its possession. The obligation under Art of the Agreement is related to the obligation of the concessionaire to construct facilities and equipment that are associated with the objects of the airport operator, but should be available for use by the Air Navigation Service Provider, to provide navigation services and flight safety. The provision stipulates that the provision of these facilities and equipment is at the expense of the concessionaire and in this respect, there is no reason for the air traffic service provider to be charged for providing equipment and facilities. Under Art of the concession agreement, the obligation to maintain and operate the required air navigation facilities and equipment related to the activity of ANSP, for the purpose of providing the provision of ANS, belongs to ANSP, which bears the costs and the expenses thereof. Annex XV.1. from folder 11. 5

6 patents, design rights, copyrights in software products, database rights and all other similar rights 2. Please provide information about all existing software license agreements to which Sofia Airport EAD is a party, as well as copies of these agreements. QUESTION ANSWER 1. Art provides that single concession payment should be made within 2 months after the signing of the concession agreement, even if the conditions for its entry into force have not been met at that time. Art provides that one of the conditions for the entry into force of the concession agreemnet is the presence of entered into force decision from the CPC for the concentration of economic activity arising from the concession agreement. In the event that in the 2-month period under art the CPC issue such permission, but it is appealed by a third party, although it is subject to immediate execution, the permission will not be entered into force and, accordingly, this condition will not be in fulfilled in the 2-month period. Usually, reviewing before SAC in two instances of such an appeal would take about a year or even more. In such case, the 3-month period under art. 6.2 obviously cannot be complied. Please confirm that art. 6.4 does not apply in this case, and applicable is art (2), second sentence. 2. Article 6.6 provides that the Grantor return the single concession payment to the concessionaire if CPC did not permit the concentration. Art. 6.6 doesn not, however, provide the same Annex XV.2. from folder 11. Under Art the concession agreement shall enter into force within 3 (three) months after the signing by both parties under the conditions set in the agreement. The implementation of the single concession payment is also among the conditions for entry into force of the concession agreement and in accordance with Decision 419 of the Council of Ministers dated 20 May 2016 to open a procedure for granting a concession for a service for the object "Civil airport for public use Sofia" - state property, shall be made within two months after the signing of the concession agreement. Under Art , 2 paragraph, first sentence of the draft concession agreement, the date of entry into force will be the date on which is fulfilled the last condition. In case that the three-month period expires and the condition of art is not fulfilled, the date of entry into force will be the 10th day of entry into force of the decision of the CPC (or other competent body to resolve concentration or decision that such a mermission is not necessary). We confirm that in case decision issued by CPC under Art of the concession agreement is subject to appeal by a third party shall be applicable the provisions of Art , paragraph 2. If CPC allowed concentration, but SAC revokes the permission of CPC, the single concession payment will be returned. 6

7 obligation for return, if CPC allowed the concentration, but on appeal to a third party, SAC revokes the permission. Please confurm that the single concession payment will be returned in this case also. 3. How is ensured the return of the single concession payment in the case of art. 6.6.? Is it possible for it to be done in an escrow account in a Bank, so as to ensure its return? 4. Article 23.1 provides that upon early termination of the concession agreement due to reasons related to the grantor, the latter is liable to the concessionaire for the compensation in the amount of unrecovered costs of the concessionaire for investments in the object of the concession. According to the definition in the draft concession agreement of the term "investment", single concession payment is not considered as "investment" within the meaning of art. 37.2, because it does not lead to booking in the balance sheet of the concessionaire of fixed tangible asset or fixed intangible asset? Please explain the economic logic that the concession single payment should not be restored to the concessionaire in case of early termination of the concession agreement, which is not fault of the concessionaire. Art. 80, para. 2, item 2 of tha CA also provides the compensation to the concessionaire in the event of Under Art of the draft concession agreement, all payments shall be made by bank transfer to a bank account specified by the grantor in euros or their equivalent on the date of the transfer, stating the period for which the payment is made. The return of the single concession payment is regulated in art second sentence, where the grantor is obliged to return the concession payment within 14 days of the entry into force of the decision which does not allow the concentration of economic activity. It will be allowed the opportunity the single concession payment to be done to an escrow account in a bank approved by the grantor. The text of art of the draft concession agreement is entirely consistent with the legal provisions stipulated in Art. 80, para. 2, item.1 of the Concession Act (CA). The Single concession payment, together with the other circumstances of art. 6.2., is a prerequisite for the entry into force of the concession agreement, the breach of which leads to termination of the concession agreement. Article. 80, para. 2 of the Concession Act regulates the right of compensation to the concessionaire and the size of this compensation when the concession agreement is terminated early for a reason related to the grantor. The two hypotheses of Art. 80, para. 2 items 1 and 2 of the Concession Act are different cases, as item 1 stipulates that the concession object is owned by the state, municipality or public entity. Absolute condition for the application of Art. 80, para. 2 item 2 of the Concession Act is the concession object to be owned by the concessionaire. This concession object is owned by the state. 7

8 such termination, to also include the rate of return until expiration of the concession agreement. Please explain why this is not provided in art of the concession agreement project and may it be adjusted in accordance with the applicable legislation? 5. Article of the draft concession agreement provides that when an early termination of the contract is made by the grantor, the concessionaire to be compensated for the amount of its improvements in the Object of the concession. Please explain how this article should be interpreted in conjunction with art of the agreement and art. 80 of the CA and if it is not included by mistake in the project as far as it reflects a provision of the repealed CA? In addition, art of draft concession agreement provides that in the above case, if early termination is by fault of concessionaire, the grantor, retains the above compensation as a penalty. Please clarify if this is not contrary to art. 80 of CA and if this text is not included by mistake in the draft agreement? 6. Article provides that, for the duration of the force majeure the GRANTOR is entitled to indicate, the CONCESSIONAIRE is obliged to allow and tolerate any third party to use the Object of the concession or separate parts without compensation for it. Please specify this right and obligation and explain whether the expenses incurred by the concessionaire for its implementation will be recognised and included in the calculation of the rate of return? 7. Article 418, "b" provides for the right of either party to terminate the concession agreement unilaterally if Art. 48, para. 1, item 5 of the Concession Act provides that in case of ascertaining of illegality of the notices, the tender documentation and the draft concession agreement, the commission for the opened procedure shall make proposals for its elimination. In this respect, all proposals received by stakeholders on the draft concession agreement will be discussed and in case of ascertained discrepancies, the latter will be removed. Art and Art of the draft concession agreement will be consistent with Art. 80 of the CA and art. 37 of the draft concession agreement. Article provides that the concessionaire is not entitled to compensation under force majeure, as it is obliged to allow and tolerate third parties using the object of the concession or its individual parts. It is not possible in advance to be specified the rights and obligations which would result in the occurrence of an event of extraordinary nature, constituting force majeure. Under Art. 41.8, "b" if an event constituting force majeure, continues and leads to the inability to implement the concession agreement or make the 8

9 the event constituting force majeure, conitinue and make the implementation uneconomic for a total of 180 days. Please specify whether this right can be exercised only by the concessionaire, as far as the economic disadvantage affects only him or also by the grantor? In the second case, please explain the economic logic of this right of the grantor. 8. Article 46.2 provides that when in the procedure for granting a concession the CONCESSIONAIRE has satisfied the requirements for selection with the capabilities of third parties, third parties shall be jointly and severally responsible with the CONCESSIONAIRE for the implementation of the obligations under the concession agreement. Please explain this provision. For example, if a participant in the concession procedure has no experience as an airport operator, but has indicated that it will enter into a contract with a person who has such experience, to provide services as a subcontractor, in the management of the airport, does this mean that the third partysubcontractor will be held jointly and severally liable with the participant in the concession agreement? In the CA is not provided for such joint and several liability. Please explain why it is provided for in the concession agreement? implementation uneconomic for a total of 180 calendar days, either party may terminate the concession agreement. Under item 16 of Decision 419 of the Council of Ministers dated 20 May 2016 to open a procedure for granting a concession for a service for the object "Civil airport for public use Sofia" - public state property, a participant in the procedure for granting a concession may demonstrate that the required minimum levels of professional and/or technical capabilities and/or financial and economic situation with the resources of one or more third parties. In this case, the participant provides evidence that during the implementation of the concession agreement will have at its disposal the resources of third parties for the entire duration of the concession. The third party with the recourses of which is proved the financial and economic situation, is jointly and severally liable with the participant for the execution of the concession agreement. Joint and several liability extends only to the third parties with which the participant in the procedure demonstrates the fulfillment of the selection criteria "economic and financial situation", but is not related to subcontractors which the participant in the procedure may use in the implementation of the concession agreement. For subcontractors are applicable the requirements set out in item 17 of Decision 419 of the Council of Ministers from 2016 and the relevant texts of the Documentation for participation in the procedure, including the draft concession agreement. Please, note that during the operation of the object of the concession, the concessionaire shall not grant to third parties the rights and obligations arising from the assigned functions as airport authority, the airport operator license and licenses for ground service operator under Art. 48d, para. 3 items 1-7 of the Civil Aviation Act (item 9.1. of Decision of the Council of Ministers 419/2016). In this regard, the provision of management services of the airport to a subcontractor would contradict to item 9.1. of 9

10 9. Article 46.2 provides that, where the concessionaire is a association/consortium/, participants who have demonstrated performance of the criteria, "Economic and financial standing and technical capacity and/or professional qualifications should at any time during the term of the concession to maintain its participation in the capital and control over the management, except with the written consent of the GRANTOR. Item of Section VI of the Documentationfor participation provides that the participant in the association who implements the requirement for experience as airport operator should have a leading role in the unification with predominant percentage of participation in it, allowing him to have a decisive role Decision of the Council of Ministers 419/2016. This procedure for granting a concession is opened abiding by the provisions of Directive 2014/23/EC of the European Parliament and of the Council of 26 February 2014 on the award of concession agreements (the Directive). Under Article 48 of the Directive in terms of the financial condition the authority or the entity may request the economic operator and those entities (whose capacity it uses) to bear overall responsibility for the agreement. Article of the draft concession agreement will be consistent with paragraph 16 of Decision 419/2016 of the Council of Ministers under which the participant in the procedure for granting a concession can prove the fulfillment of the required minimum levels of professional or technical capabilities and/or financial and economic status with the recourses of one or more third parties. In this case the participant provides evidence that during the implementation of the concession agreement it will have at its disposal the resources of third parties for the entire duration of the concession. The third party, with the recourses of which is demonstrated the financial and economic situation, is jointly liable with the participant for the execution of the concession agreement. Under item of Section VI of the Documentation for participation in the opened procedure if as a concessionaire is selected a participant, which has applied as an association, not as a legal entity, the concession shall be granted to a newly established capital company registered under the Commercial Act of the Republic of Bulgaria or an entity registered as a company under the legislation of a member state of the European Union or another country - party to the Agreement on the European economic Area in which the members of the acossiation possess the total capital ratio of their acossiation agreement, as the participants should maintain the percentage participation in the capital of the association-concessionaire, the rights aloud in the General Assembly and the control over its management during the period of the concession, except with the expressed written consent of the grantor. The above requirement is regulated also in item of Section VI of the Documentation for participation in the opened procedure where it is 10

11 in making decisions in the General Assembly of the formed for the purposes of the concession agreement, the project company related to the management and operation of the airport and that the participants in the association should retain this percentage of the participant's participation in the capital of the project company, the rights aloud in the General Assembly, as well as the control over its management during the whole period of the concession, except with expressed written consent of the grantor. Please explain whether a transfer is permitted without permission of the grantor, of shares/units from the project company, provided that the participant in the association failed to fulfil the requirement for experience as airport operator, retain its majority ownership/over 50%/ in the project company and accordingly the ability to control over him or, if the participant is not initially an association and selffulfilling the above criteria, whether it is possible to transfer part of the capital of the project company to a third party, without the permission of the grantor, provided that he maintain over 50% of the capital and rights aloud and control over the project company? 10. Please confirm that the art of the concession agreement /or its other provision/ does not restrict the concessionaire to use subcontractors to perform any of the activities referred to in art. 16.1, for example under a contract for technical services, contract for management and support or etc. such contracts, provided. provided that the association should retain this percentage participation of the participant in the capital of the project company's rights aloud in the General Assembly and the control over its management during the period the concession, except with the expressed written consent of the grantor. Under item of Decision of the Council of Ministers 419/2016, the concessionaire is obliged throughout the period of the concession to carry out the groundhandling activities under art. 48d, para. 3 items 1-7 of CAA and, upon its discretion, carry out groundhandling activities under Art. 48d, para. 3 items 8-11 of the CCA alone or by assignment to third parties that have been issued the relevant license for ground handling. Article of the draft concession agreement provides for an obligation for the concessionaire to perform independently and without the possibility of 11

12 Article provides the grantor to 11. approve investments made by the concessionaire, and in accordance with art the GRANTOR may entrust the execution of technical, accounting and legal expertise of the reported by the concessionaire investment to independent experts, whose findings are valid for both sides. Please give clarifications on this provision what is meant by "independent"? What are the rights of the concessionaire in case you do not agree with the findings of the independent experts? 12. Article of the concession agreement provides that during the period of construction of the new Terminal 1 at Sofia airport to its placing in service, the Concessionaire must provide airlines departing and arriving from Terminal 1, the same opportunities to carry out their activities at the functioning Terminal 2.As far as Terminal 1 is currently used by low-cost companies and airport charges on it are lower than those of Terminal 2, please explain what is meant by "same opportunities? 13. Article of the concession agreement provides for an obligation for the concessionaire to notify the GRANTOR immediately granting to third parties the following Airport services: - Functions of the airport authority under Art. 48a para. 3 of CAA; - Activition concerning the management and operation of the airport as an airport operator and the Activities under Art. 48d, para. 3 items 1-7 of the Civil Aviation Act, for which it has obtained licenses. This obligation is consistent with the prohibition under item 9.1 of Decision of the Council of Ministers 419/2016. The grantor may assign the implementation of expertise to independent experts, namely: individuals who do not have labor contract with the Grantor. The contract under Art stipulates that the recognition of concessionaire s investment be performed by the grantor based on submitted by the concessionaire documents. Art of the draft concession agreement provides for the possibility grantor to benefit from the expertise of independent experts whose findings will be valid for both sides. The rights of the grantor and the concessionaire are identical in respect of the findings - both sides should accept them. Under item 2.4.2, subsection 35 of Section II. Terms of the concession, item of the Documentation for participation in the opened procedure, for the period of construction of new Terminal 1 at Sofia Airport ubtil its putting into operation the concessionaire should provide airlines, taking off and landing at Terminal 1, equal opportunities to realize their activities at Terminal 2. The amount of the fees of Sofia Airport is determined according to the methodology for determination of airport fees collected by the airport operator at the airport with annual traffic of over 5 million passengers or the airport operator with the highest number of passengers on the territory of the the Republic of Bulgaria (Airport - Sofia), Annex 1 to the Regulation on the fees for the use of public airports and air navigation services in the Republic of Bulgaria. The draft concession agreement thoroughly described the object of the concession. The future concessionaire should aquaint in detail with the terms of the concession agreement to meet them, so that in 12

13 in writing if he becomes aware of any circumstance, having regard to the subject of the concession agreement, after its signature. Please give clarifications on the content of this obligation because it is too general. 14. Article refers to Annex 13, but Annex 13 is "Measures to reduce the negative impact of the airport on the components of the environment." Please correct the article respectively Annex Article 29.1 of the concession agreement provides that the CONCESSIONAIRE will be the sole responsible for any adverse effects on the environment, including pollution that arises from the actions performed on the object of the concession after the date of entry into force of the concession agreement. At the same time, however, art b provides that the CONCESSIONAIRE is responsible for any adverse effects, pollution or damage to the environment, which occurs at the site of the concession or in connection with it, with the exception of cases in which due to a circumstance that occurred prior to the entry into force of the Agreement and that is established by an act of a competent national authority. Please explain the interpretation of two texts. In particular, if it is determined that an environmental pollution is caused by acts committed before the entry into force of the concession agreement, which public authority should establish this? Is it possible to be establish by an independent ecological expertise of a third bogy who is not a public body? 16. Article 40.2 "a" provides that the CONCESSIONAIRE is responsible case of any circumstance, which is relevant to the subject of the concession agreement, to be able promptly to inform the grantor. The provision will be amended. So far have not been detected neither pollution nor environmental damage on the territory of Sofia Airport and has not been issued any acts of competent state authorities. The competent authorities in this field are the Ministry of Environment and Water and in particular the Regional Inspectorate of Environment and Water - Sofia, Sofia Inspectorate, Executive Agency "Environment" as well as other bodies that are entrusted with powers in this field. The future concessionaire is free to assign at its own expense independent environmental expertises to a third party and the expertise results may be presented to state authorities, without binding them. The concessionaire is responsible for any adverse impact, pollution or environmental damage that 13

14 for any adverse effects, pollution or damage to the environment, which occurs at the site of the concession or in connection with it, with the exception of cases in which it is caused by an airplane that is not under the control of the CONCESSIONAIRE, unless the impact or the pollution is not attributable to an action, omission or negligence of the CONCESSIONAIRE, admitted during the visit of the aircraft and/or fulfilling an Airport Service by the Concessionaire of Sofia airport. Please explain what is meant? 17. Article 53 of the concession cagreement provides that the Grantor will provide to the concessionaire the right to use all intellectual property rights that exist and are owned or controlled by the GRANTOR to the termination of this concession agreement. As trademarks with the numbers 7465Y and 7478Y are property of "Sofia Airport EAD, please explain whether these brands are under the control of the Grantor" and whether, if the concessionaire so wishes, they will be provided to him at no additional charge, for use by the conclusion of a license agreement with "Sofia Airport EAD? occurred in the object of the concession or in connection with it, if the impact or the pollution are caused by action, inaction or negligence of the concessionaire, caused during the visit of the airplane and/or the performance of airport services by the concessionaire of Sofia Airport, for example, but not only: if during the performance of groundhandling services or other activities on the platform, an employee of the concessionaire or a peson admitted by him, impairs the integrity of the airplane, situated on the platform, which as a result of these actions leads to spill or other pollution of the environment. The registration of the trademark SA has been performed in 2007, for which have been issued by the Patent Office: - Certificate mark Reg Y national trade mark in Bulgaria (for classes of goods and services 35,36,39,41) indicated descriptively to the trademark. The registration is renewed for a period up to Certificate trademark Reg Y national trade mark in Bulgaria (for classes of goods and services 35,37,38,39,41,42) indicated descriptively to the trademark. Registration is renewed for a period up to Art. 22 of the Law on trademarks and Geographical Indications allow the holder of a trademark to allow its use for all or part of the goods or services for which it is registered and for part or the entire territory of the Republic of Bulgaria, via a license agreement in written form. In case of a request on behalf of the Concessionaire, "Sofia Airport" EAD can conclude a license agreement for consideration. Annex 1, folder 14 QUESTION ANSWER 1. Please confirm whether the Worldtracer service agreement b/n Societe Internationale de Telecommunications Aeronatiques and Sofia Airport is still into force and whether any of the parties has Annex 1, folder

15 provided notice for its termination or termination of any Service Module; Please advise how many Service Modules are being used in the moment and when the term for each SM expires. 2. Please provide a copy of Service Guarantee Agreement for CUTE Lite OS service between SITA Informaton Networking Computing B.V - Branch Bulgaria and Sofia Airport dated 18 April 2000 and Amendatory Letter No. 1 dd 26 July 2001, as well as Addendums 1 to 5 thereto. 3. As evident from Addendum 6 dated 1 June 2011, the term of Service Guarantee Agreement for CUTE Lite OS service between SITA Informaton Networking Computing B.V - Branch Bulgaria and Sofia Airport dated 18 April 2000 has expired on 1 June Has the agreement been extended and, if yes for what period of time. Please provide relevant documentation for the extension 4. Please provide a copy of Global Messaging Agreement dated 1 June 2001 between SITA, Belgium and Sofia Airport 5. The term of Global Messaging seems to have expired on 1 June Has the agreement been extended and, if yes for what period of time? Please provide relevant documentation for the extension QUESTION ANSWER 1. Plesase provide information whether the Company makes available any pension schemes to employees in addition to statutory mandatory social security provisions. 2. Please provide information on any strikes in the Company for the last Annex 2.1 Agreement, dated Annex 2.1a - Suppl. Agreement 2005 Annex 2.1b - Suppl. Agreement 3 Annex 2.1c - Suppl. Agreement 4 Annex 2.1d - Suppl. Agreement 5, folder 11 Annex 3.1, folder 11 Agreement on global services SITA from 03/01/2016 Application 3.1a, folder 11 - Suppl. Agreement from Annex 4, folder 11. Annex 5, folder 11. "Sofia Airport" EAD does not offer its employees pensions schemes in addition to statutory mandatory social security provisions. There has been no strikes in the company. 15

16 3 years. D. D.1. Please confirm that 1) outside the 4 permits presented under the Water Act, namely 2 permits for use of water and 2 permits for discharge of waste water, as well as the presented 2 permits for waste management activities, Sofia Airport has no other permits, licenses or registrations under the environment law, as well as 2) such are not required by the legislation in force with a view to the activities and objects and resources used at Sofia Airport. D.2. Please provide the most detailed information on the established soil contamination with heavy metals and other factions (including information on the size and depth of the affected areas, locations and results of analyzes showing the degree of contamination), as well as information on measures taken to clean up the pollution as indicated in page 12, point 4 of the Environmental impact of the project reconstruction, development, expansion of Sofia Airport, Lot B1. New terminal building and related work. Non-Technical Summary. D.3. Please provide information on the existence of archaeological sites on the territory of Sofia Airport, including their exact location, current status and their importance in view of the further development of the airport infrastructure. The four permits under the Water Act, available for review in the Information Room of MTITC - 2 for abstraction of groundwater and 2 for use of water site for waste water discharge into surface waters, are actual and valid, and sufficient in terms of activities on drainage of stormwater and the use of groundwater for technical needs. Under the current regulations regarding waste management is not required authorization for the activities carried out by "Sofia Airport" EAD - temporary storage of its own waste and delivering it to specialized companies, holding permits for waste activities. Detailed information on the status of the soil, including reports of soil analysis, is included in section 3.6. "Land and soil" of Volume III of the final EIA report for the project "Reconstruction, development, extension of Sofia Airport, Lot B1. New terminal building and related activities" is presented as Annex D.2., folder 12. Cleaning of restricted areas with reached limit concentration of lead and zinc is not performed because there is no such prescription and the lack of mobility and the possibility of migration of these metals in other environments. The removed humus during the implementation of the project for reconstruction and extension of the airport is not exported for reclamation to other lands outside the airport. During the implementation of the two projects for reclamation and landscaping of Lot B1 and LOT B2 are observed the recommendations and the regulations. In relation to the implementation of the project on reconstruction, development and extension of Sofia Airport in the spring of 1998, were conducted archaeological field tours and recorded four archaeological sites. The description and the location are presented in Annex D.3.1., folder 12. Site 3, falling within the guiding runway (east) the National Institute of Immovable Cultural Heritage has proposed to be carried out archaeological research. 16

17 D.4. Please confirm whether the measures under ICAO Doc Guidance on the design of airports are strictly and fully observed in connection with the applied airport services standards. If there are certain deviations - please provide detailed information in this regard. D.5. Please confirm whether there are samples for potential contamination of soil and groundwater as a result of de-icing activities on the runway, and if yes - please provide copies thereof. For two of the objects ( 1 and 2) are carried out drilling archaeological researches resulting in proven lack of archaeological structures. For site 4 "Late villa rustica" (declared a cultural monument by the National Institute of Immovable Cultural Heritage in 1998) was performed rescue archeological research. Report on the rescue archaeological surveys in 1999 and 2001 is submitted as Annex D.3.2., folder 12. The findings on the legal completion and documentation of archaeological surveys of the sites are included in Protocol dated , approved by the Director of the National Institute - Annex D.3.3, folder 12, on the grounds of which is authorized the construction of Lot B2 - New Runway System and Related Activity on the archaeological sites with permormed field researches. By letter dated , the Director of the National Institute (Annex D.3.4, folder 12.) informs that "Late villa rustica" was delisted from the list of the declared cultural monuments. The mentioned objects are not related to the future development of the airport infrastructure. Airport facilities at Sofia airport designed and built in accordance with the regulations and recommendations of ICAO, as well as relevant requirements of the Bulgarian standards in the field of civil aviation. They should be leading also upon the development of the new master plan of the airport. Soil analyzes and tests for soil contamination near the airport were not performed, except those listed in Annex D.2, folder 12. With regard to purity and quality of groundwater and surface runoff are made periodically laboratory analisys in accordance with the permitting documents for abstraction and use of a water site. Results to date indicate neither water pollution nor overrun of the limit concentration of the test indicators included in the permission documents. Test reports of groundwater are available in the information room of MTITC as Annexes XI and XI , and test reports of surface water as Annexes XI and XI to the answers of the questions posted under item 5 at the following electronic address: =

18 D.6. Please confirm whether Sofia Airport can be classified as main airport under the Protection from Environmental Noise Act and if yes - please provide the prepared strategy map and action plan for Sofia Airport elaborated on the grounds of that Act. D.7. In relation to our question, "You have provided the draft Concession Agreement. Can we comment or suggest modifications to the text prior to submitting our bid? If not, can we include our comments in the text of the Concession Agreement with our bid? and your answer According to Art. 63, para. 1 of the Concessions Act the Concession Agreement shall be concluded without conducting negotiations in accordance with the project included in the tender documentation and with the offer of the participant who is ranked first we would like to make the following clarification: We are aware that Concessions Act does not allow negotiations with the winning bidder on the draft concession agreement. Our question was about the possibility of a bidder in the procedure to propose to the tender commission rectifications to the draft agreement, which are of a technical nature in order to eliminate the internal contradictions, inaccurate internal links and uncertainties therein, which does not constitute negotiations within the meaning of Art. 63 of the Concessions Act but removal of ambiguities or technical modifications only. D.8. Does Sofia Airport has a department/unit, which deals with compliance with regulatory requirements (Compliance Department) and implements internal control and risk Annex D.6., folder 12. Art. 48, para. 1, item 5 of the Concession Act provides that if found any illegality in the notices, tender documentation and draft concession agreement, the commission for the open procedure, shall make proposals for its removal. In this regard, all submitted proposals by the interested parties on the draft concession agreement will be discussed and upon established discrepancies, the latter will be removed. The commission will consider also all requests for clarifications made by the interested participants, including those that contain technical amendments to the draft concession agreement, in order to remove internal contradictions, inaccurate references and uncertainties. Each unit of "Sofia Airport" EAD monitors the validity of the regulatory and the internal documents regulating its activities and the ensurance of the compliance with their requirements. 18

19 management? If yes, please provide us with reports of such department / unit for the past five years. 19