INFORMATION MEMORANDUM

Transcription

1 OPEN SEASON FOR THE DEVELOPMENT OF SOUTH-NORTH GAS INTERCONNECTION CAPACITY SWITZERLAND-FRANCE In association with

2 CONTENTS 1. EXECUTIVE SUMMARY FLUXSWISS and GRTGAZ PROJECT DESCRIPTION OPEN SEASON PROCESS OFFERED CAPACITY Capacity sold during GRTgaz Open Season by GRTgaz Capacity sold during the FluxSwiss Open Season REGULATION AND TARIFF ALLOCATION PROCESS Allocation rule for the GRTgaz Open Season Allocation procedure for the FluxSwiss Open Season CREDITWORTHINESS CONFIDENTIALITY AGREEMENT INDICATIVE TIMETABLE POINTS of CONTACT DISCLAIMER ATTACHMENT 1A : ATTACHMENT 1B : ATTACHMENT 2 : Confidentiality Agreement GRTgaz Confidentiality Agreement FluxSwiss Binding Capacity Request form for GRTgaz Open Season 2

3 1. EXECUTIVE SUMMARY By publishing this Information Memorandum, FluxSwiss Sagl ( FluxSwiss, formerly ENI GTI) and GRTgaz SA ( GRTgaz and together the TSOs ) launch a market consultation (the Open Season ) in a coordinated way to confirm demand for transmission capacity from Passo Gries, the interconnection point on the Italian - Swiss border, through Switzerland into France at the Oltingue interconnection point on the Swiss French border. FluxSwiss and GRTgaz launch this Open Season in the context of the new capacity both TSOs might create in their respective transmission systems in Switzerland and France in the framework of a coordinated project to create capacity from the Italian Swiss border through Switzerland into France (the Project ). The Project is an attractive opportunity for shippers to secure capacities from Passo Gries into France on a long-term basis. Parties interested in entering into a transmission contract with GRTgaz and/or FluxSwiss to reserve transmission capacity from Passo Gries to Oltingue and/or entry capacity into France at Oltingue are invited to participate in the Open Season. This Information Memorandum provides details on the potential capacity products proposed to the market and highlights the development of infrastructure that may be considered by FluxSwiss and GRTgaz. An open season already has been organised in November 2010 by FluxSwiss during which part of the capacity becoming available from Passo Gries to Oltingue has been allocated. As the market is already aware of the Project through the earlier open season held by FluxSwiss, the current Open Season will have two separate but parallel and interdependent phases: One binding phase conducted by FluxSwiss to allocate transit capacity in Switzerland ( FluxSwiss Open Season ) whereby payment of such allocated transit capacity is conditional upon capacity being made available upstream and downstream. One binding phase conducted by GRTgaz to allocate Entry capacity into France ( GRTgaz Open Season ) whereby allocation of entry capacity into France is conditional upon acquisition of corresponding transit capacity in Switzerland. In Italy Snam Rete Gas has already taken its Final Investment Decision (FID) leading to the development of physical exit capacity at Passo Gries Interconnection Point. The Snam Rete Gas project can be divided into two different phases: a first one, with an indicative time-horizon around 2015, where the infrastructural development will allow an exit capacity up to 53 GWh/day (ca. 5 Mcm/day); and a second one, with an indicative time-horizon around early 2017, which will enable a substantial increase in the export capacity up to around 423 GWh/day (ca. 40 Mcm/day). 3

4 In Switzerland In order to implement the physical reverse flow in Switzerland, FluxSwiss has started the study, design and permitting phases to make the necessary modifications to its transmission system. The commissioning of this project could be envisaged as from The aggregate transit capacity through Switzerland from South to North partly depends on the split of the flow from the Interconnection Point in Passo Gries over the two possible flow paths, Italy to Germany (to the Interconnection Point in Wallbach) and Italy to France (to the Interconnection Point in Oltingue). FluxSwiss already ran an open season in November 2010 which resulted in long term capacity reservations on the Swiss network from Italy to France and from Italy to Germany. In aggregate, the transit capacity that will be made available from Passo Gries to Oltingue consecutively to both FluxSwiss open seasons will match the entry capacity to be made available by GRTgaz in the GRTgaz Open Season. In France Depending on the level and nature of the market interest arising from the Open Season, the Project, in the framework of the Open Season, could trigger the infrastructures development of: (i) (ii) (iii) Local investments at Oltingue to enable physical reverse flow Reinforcement of 87 km of a pipeline (link between Morelmaison-Voisines) Adaptation of interconnection stations at Voisines and Morelmaison The identified investments enable to develop 100 GWh/d conditional capacity (corresponding to ca. 365,000 Nm³/h at a 11.4kWh/Nm³ indicative Gross Calorific Value). With the creation of this new entry point, the shippers will have an additional possibility for building supply portfolio, thus increasing the fluidity of the French gas market in the medium term. GRTgaz intends to make the conditional entry capacity available at the Oltingue Interconnection Point as early as it is technically feasible and before 30 September Nevertheless physical entry capacity under interruptible conditions will be made available as from the indicative date of 30 September In general The actual commissioning date will depend on the level and type of investments required, as well as on permitting constraints in Switzerland and in France. Two different types of capacity are proposed in the GRTgaz Open Season. They correspond to different level of firmness and thus different investments to be realized in the GRTgaz network. The purpose of this Open Season is to invite bona fide expressions of interest through the submission of capacity requests to be completed and sent to TSOs by those 4

5 parties interested in subscribing such transmission capacity on a long term basis. A binding capacity request form is provided for in Attachment 2 for GRTgaz Open Season. Parties interested in acquiring capacity under the Open Season are first required to complete, sign and return both Confidentiality Agreements provided for in Attachments 1.A and 1.B respectively to GRTgaz and FluxSwiss. This Information Memorandum is publicly disclosed to the market for information purposes only. This document does not therefore constitute any commitment by the TSOs to offer or allocate a final product, new interconnection capacity, any service and/or develop any infrastructure. 5

6 2. FLUXSWISS and GRTGAZ GRTgaz GRTgaz owns and operates km of pipes covering the main natural gas transmission system in France. Responsible for its commercialization, GRTgaz provides an entirely even-handed service to all parties wishing to enter the French market. GRTgaz transports its customer s natural gas at optimum cost and with maximum safety and reliability. Its mission is to foster genuine competition between natural gas producers/suppliers for the benefit of gas consumers, whether industrial or residential users. GRTgaz seeks to develop the transmission system in order to offer consumers the competitive prices generated by a diversity of supply sources. GRTgaz provides connection and delivery of natural gas to industrial customers connected to the transmission system, and to the distribution systems. Through its activity, GRTgaz contributes to the building of a European natural gas market and operates the system in an independent, transparent and nondiscriminatory manner. GRTgaz is investing more than 600 million a year in its transmission system to increase capacity and flexibility, develop interconnections across Europe and meet the long term demand. Over the past years, GRTgaz has successfully initiated a number of network developments through open season development processes at different network interconnection points. FluxSwiss FluxSwiss (formerly Eni Gas Transport International) is a transmission system operator in the Transitgas pipeline and commercializes ca.90% of the system s capacity. As a Fluxys group company it is part of FluxSwiss mission to enhance security of supply and market liquidity by promoting cross-border gas flows and transfers. In September 2011 the Fluxys group acquired ENI s interests in the TENP (Germany) and Transitgas pipelines. The transaction was closed on 30 November Through this transaction the Fluxys group acquired Eni s stakes in the asset owners of the Transitgas and TENP pipelines (46% in Transitgas AG and 49 % in TENP KG) as well as Eni s interests as transmission system operator in both assets, including the rights to commercialize ca.90% of capacity in the Transitgas pipeline and ca.60% of capacity in the TENP pipeline. In May 2012, Fluxys, GIP and Swissgas closed a transaction through which GIP and Swissgas respectively acquired 44,9% and 4,9% in FluxSwiss, Fluxys still holding a stake of 50,2%. 6

7 3. PROJECT DESCRIPTION General elements As of today, the transmission flows are oriented from North to South: from France into Switzerland and from Switzerland into Italy. Some backhaul capacity is offered to shippers on this route but such reverse flow capacity is based on an effective physical gas flow in the forward flow direction and can therefore be interrupted. This Open Season is launched to test the market interest in physical transmission capacity from South to North in Switzerland and from Switzerland into France. The following picture provides an indicative overview of the project: Figure 1: South-North Corridor Three Interconnection Points (Passo Gries, Oltingue and Wallbach) are concerned by this reverse flow project and the main elements affecting each Interconnection Point in Italy, Switzerland and France are described hereunder. A separate open season might be organized in 2012 by Fluxys TENP and FluxSwiss regarding reverse flow capacities from Italy to Germany. a) In Italy: Passo Gries Interconnection Point Snam Rete Gas project to create exit flow towards the Passo Gries Interconnection Point can be divided into two phases: a first one, with an indicative time-horizon to around 2015, where the infrastructural development will enable the Italian gas 7

8 system to allow an exit capacity up to 5 Mcm/d; the second one, with an indicative time-horizon to around early 2017, which will enable a substantial increase in the export capacity up to 40 Mcm/d. Phase 1 At present, the Passo Gries Interconnection Point is fully dedicated to importing gas from Northern Europe to Italy. In order to make the physical reverse flow on the pipeline possible, the project requires the reinforcement of the Italian network in the Po Valley region, the empowerment of associated compressor stations and the adaptation of the metering point in Masera. These works, which are currently ongoing, are expected to be completed by The following picture shows the major part of the Snam Rete Gas project in red: Figure 2: Passo Gries Interconnection Point and Northern Italian gas network developments Phase 1 Development works are currently in progress on the Poggio Renatico-Cremona (DN km), Cremona-Sergnano (DN km) and Zimella-Cervignano (DN km) pipelines. These activities also entail the replacement of about 315 km of the existing lines. The reinforcement of the compressor stations in Masera which will allow the handling of the outflows towards Passo Gries and to Switzerland is also under development. The aim of these projects is also to increase and upgrade the capacity of the East- West transportation line across the Po Valley, so as to improve the flexibility and reliability of transmission in the North-Western part of the country. 8

9 Phase 2 The second phase in the development of exit capacity towards the Passo Gries interconnection Point will take place during the period and will see the laying of new pipelines and the installation of extra power capacity in the compressor stations. Considering these additional infrastructure developments, the maximum export capacity towards Passo Gries Interconnection Point will reach 40 Mcm/d. The figure hereunder shows the construction projects to be realized to complete the second phase. Figure 3: Passo Gries Interconnection Point and Northern Italian gas network developments Phase 2 The construction projects include the laying of around 80 km of DN1200/DN1400 pipeline and the building of around 95 MW additional compression power in two new facilities and the enhancement of an existing one. b) In Switzerland: Transitgas pipeline expansion (from Passo Gries Interconnection Point to Wallbach and Oltingue Interconnection Points) As already mentioned the Transitgas pipeline in Switzerland is currently dedicated to transport gas from North Europe towards Italy and, in the same time, to satisfy the Swiss gas market needs. In order to implement the physical reverse flow for Transitgas, FluxSwiss (formerly ENI GTI) started the studies and the design of the necessary modifications of the transmission system. 9

10 The Transitgas reverse flow project from Gries Pass to Oltingue envisages the modifications and expansion of two main plants of the system: the Ruswil compressor station and the Lostorf interconnection station in order to allow physical reverse flow. Detailed design and engineering and permitting are progressing. A physical reverse flow capacity up to 365,000 Nm³/h (or around 100 GWh/d) from the Passo Gries Interconnection Point to Oltingue Interconnection Point could become available in 2016 on an indicative basis. A study has been launched by FluxSwiss in order to assess the feasibility of additional investments ( Additionnal Investments ) in the Ruswil compression station in order to increase the redelivery pressure at Oltingue in reverse flow mode. Depending of the outcome of this assessment, an additional increased pressure service might be offered to the market at a later stage. c) In France: Oltingue Interconnection Point The main exit point from GRTgaz system towards Switzerland is the Oltingue Interconnection Point. The following picture illustrates the positioning of Oltingue Interconnection Point among the French, German, Swiss and Italian networks. Figure 4: Oltingue Interconnection Point 10

11 The investments needed to develop the proposed 100 GWh/d capacity are identified as follows: Investment in Oltingue metering station and Morelmaison interconnection in order to accept gas flowing in the reverse direction. Laying additional 87 km pipe between Morelmaison and Voisines (diameter DN 1050). This core-network investment also strenghtens the merging of Nord and South zones of GRTgaz network. Modifications to the interconnections at Morelmaison and Voisines. The realization of all these investments or only of part of them will define two different types of capacities that are proposed in this Open Season (see 5.1 the features of capacities): Scenario 1: development of interruptible reverse flow capacity This first scenario is based on limited investments in the network of GRTgaz (only the local investment at Oltingue and Morelmaison is considered). These limited investments would make available physical capacity at the Oltingue entry point on an interruptible basis. Scenario 2: development of conditional firm reverse flow capacity The second scenario includes the local investment at Oltingue and the looping of Morelmaison-Voisines pipe and related interconnections. The currently estimated time to build this new infrastructure to make available conditional firm capacity (scenario 2) is around 6 years. 11 Figure 5: additional infrastructure foreseen in France

12 4. OPEN SEASON PROCESS The Open Season is organized by FluxSwiss and GRTgaz in a coordinated way through two different processes described hereunder. FluxSwiss Open Season for capacity from Gries Pass to Oltingue The FluxSwiss Open Season will be organized through a binding electronic auction in first half of September 2012 (exact date to be confirmed in due time) according to the same rules as those currently applicable for the sale of forward flow capacity and which will be provided for in due time. All relevant documentation (i.e. reverse flow transportation contract, access procedure to electronic auctioning platform) will be provided by FluxSwiss in due time to all shippers having returned a Confidentiality Agreement (Attachment 1B) and will be published on FluxSwiss website in the same time. GRTgaz Open Season Shippers interested to subscribe capacities at the GRTgaz side shall submit binding requests for entry capacity into France at the Oltingue interconnection point. This Binding Capacity Request Form provided for in Attachment 2 must be sent in its original version per courier and an electronic copy shall be sent to the address in section 11. Binding capacity Request Forms must be submitted to GRTgaz at the latest on 21 September Subject to section 6, the request will be binding up to the level of capacity that the shipper will have been allocated in Switzerland. Please note that the minimum level of capacity booking ( VolumeMin ) at the Oltingue entry point is set to 75 GWh/d for each capacity type separately. GRTgaz must receive total binding bids for at least VolumeMin on the GRTgaz network to develop the capacity (subject to FID by GRTgaz). As explained in section 3.c the purpose of the GRTgaz Open Season is to test the market in order to decide a development step that implements one of the two scenarios. We therefore invite the interested parties to provide us with their interest in capacity for each scenario described here above. As a consequence of the different levels of investment in both scenarios, the related tariffs for each type of capacity will be different (see section 6). Analysing the results of the GRTgaz Open Season. The outcome of the GRTgaz Open Season will be allocations for shippers already having capacity in Switzerland either through the open season that took place in 2010 or through the current FluxSwiss Open Season. All binding requests for each of the two scenarios will be assessed compared to VolumeMin. In case the two scenarios are validated, Scenario 2 will be retained, whereas the capacity relating to Scenario 1 will not be allocated in the framework of this GRTgaz open season. 12

13 Allocation will be validated by Final Investment Decision (FID) by GRTgaz. FID will be subject to approval by the Commission de regulation de l énergie (CRE) s decisions with regard to tariffs and/or investments and the regulatory regime to be applied to the investment. 13

14 5. OFFERED CAPACITY 5.1 Capacity sold during GRTgaz Open Season by GRTgaz The capacity that is proposed in the GRTgaz Open Season, the Total Capacity, is up to 100 GWh/d. The Entry prices communicated for Entry France in Oltingue reflect the technical solutions that remain open today (see section 6). A bid will define a capacity level according to the price. Capacity To be considered as valid, the capacity of a bid must be in the range of 3 GWh/d to Total Capacity. The quantity must be written with two digits after dot. Duration Capacity is offered in the GRTgaz Open season for a duration of 15 years, starting at the availability of physical flow capacity from Italy through Switzerland into France. The Shipper that requests capacity commits to subscribe the capacity during 15 years corresponding to the selected scenario. In case of scenario 2 (where interruptible capacity will be available at date D1 before conditional firm capacity at date D2), the shipper can choose either, a. the 15-year period where it shall pay the price for conditional firm capacity starts at D2 with a transition period in between where it is charged the price for interruptible capacity. In the latter case the total commitment by the shipper will be 15 years + time between D1 and D2. According to the schedule, time between D1 and D2 is around 1 ½ year (between beginning 2017 and September 2018). Or, b. the 15-year period where it shall pay the price for conditional firm capacity starts at D2. The Shipper is not allocated interruptile capacity between D1 and D2. Some lower duration capacity may be allocated, in relation with corresponding capacity sold during the FluxSwiss Open Season. Possibility is provided for shippers to request lower duration capacity, pending allocation result of the FluxSwiss Open Season. Types of capacity Two types of capacity are proposed, each of them corresponding to a different price since they reflect different investments scheme. 14

15 GWh/d A. Entry Oltingue interruptible capacity (scenario 1) This capacity requires less investment in the GRTgaz network and can therefore be sold at a much lower price. The capacity interruptions are related to flow scenarios on the GRTgaz network and remain GRTgaz sole discretion: the flows combination where reverse flow at Oltingue would be cut occurs when excess of gas would flow from combined Belgium, Germany and Italy. An interruption of the capacity is triggered by a flow scheme on the GRTgaz network that is not complying with the limit condition for network handling (Condition limite d exploitation du réseau). The flow scenario may occur in case too much gas is flowing from Taisnieres, Obergailbach and Oltingue altogether. The condition translates into an equation Max (Taisnieres H + Obergailbach Oltingue) function of temperature. The constraints are different for a network with two Entry-Exit zones, as today, or with one single Entry-Exit zone, as is currently under assessment. The condition for interrupting the reverse flow capacity would occur less frequently in a two-zone network than in a one-zone network. In a single Entry/Exit zone, the combined inflow from Obergailbach and Taisniers and Oltingue may contribute to higher supply than in a two-zone network because it can substitute supply currently located in the South zone. The condition is displayed on the chart below (corresponding to a one-zone network, with completion of Arc de Dierrey pipeline): 1250 CLER : Max T+Ob-Olt Maxi Taisnières+Ober-Oltingue Temperature / Température Equivalente (between 17 C and 25 C) Figure 6: Interruption scenarios Data is available on Smart Grtgaz, the website of GRTgaz dedicated to quantitative information over the historical flows on the GRTgaz network. It is reminded that 15

16 comparison with past flows cannot reflect the situation in the medium term, since commercial, technical and weather conditions may be much different. B. Entry Oltingue conditional firm capacity (scenario 2) In contrast to the interruptible capacity, the availability of the conditional firm entry capacity in Oltingue is not dependent on any specific flow scenario in the GRTgaz system but on a sufficiently high pressure level at the Oltingue entry point. FluxSwiss is therefore currently examining potential Additional Investments in Switzerland allowing to increase the redelivery pressure in Oltingue. Such Additional Investments, if any, will subsequently be transposed in an increased pressure service offered to the market by FluxSwiss. Non-binding prefeasibility studies have shown that without such Additional Investments the redelivery pressure in Oltingue would probably be high enough to ensure conditional firm entry capacity not to be interrupted by GRTgaz when the Transitgas pipeline is in full reverse flow modus (i.e. reverse flow from Gries Pass to Wallbach and Oltingue at the same time). 5.2 Capacity sold during the FluxSwiss Open Season Given that part of the reverse flow capacity planned to be made available was allocated during the 2010 open season, the capacity that will be proposed during the auctioning process of this FluxSwiss Open Season is amounting to 85,000Nm³/h (ca GWh/d at an indicative 11.4 kwh/nm³ GCV). In accordance with the allocation rules to be provided bids will be defined by a price level and a capacity level. Capacity will be sold for duration up to 15 years in accordance with the reverse flow transportation contract which can be provided upon request. All applicable rules will be provided in due time. 16

17 6. REGULATION AND TARIFF GRTgaz Prior to the publication of this Information Memorandum, GRTgaz has consulted the national regulatory authority (Commission de regulation de l énergie CRE ) with respect to the applicable tariff framework for the capacities offered through the Open Season. The applicable regime for gas transmission is set in EU Directive 2009/73 of 13 July 2009 ( the gas Directive ) which provides for a regime of regulated transmission tariffs and third-party access. The tariff applicable will be the regulated tariff as determined by CRE. Guidelines for the price of Entry France capacity offered during the Open Season are given hereunder for each scenario and will be indexed according to the then applicable regulation in France. The capacity tariff depends on the investments realized and can be split in two scenarios as described in section 3c. The actual final prices will be set by CRE in a ruling before end of June For Scenario 2 a range is provided. The price set by CRE should be in that range, that can help the market to start assessing for each figure the capacity it could be interested in. Scenario 1 The tariff for Entry interruptible capacity into France at the Oltingue interconnection point offered during the GRTgaz Open Season is reference 1. (corresponding to 50 /MWh/d/y under current regulation). Scenario 2 Reference 2 price will will not be higher than 400 /MWh/d/y with the current investment costs and will be set precisely by CRE before end of June. Should FluxSwiss be able to realise the Additional Investments to redeliver a higher pressure in Oltingue as explained in section 3b, the capacity would then be firm irrespective to flow scheme. 17

18 The following table summarizes the tariff (as of today s regulation in France) for each capacity. Type of capacity Price reference Price under current regulation ( /MWh/d/y) interruptible conditional firm (Higher range) FluxSwiss The applicable reserve price for the allocation procedure shall be communicated in due time. 18

19 7. ALLOCATION PROCESS 7.1 Allocation rule for the GRTgaz Open Season The Capacity Max is the highest level of capacity that can be sold during the Open Season. It is 100% of total developed capacity. An economic test has been defined by GRTgaz under the supervision of CRE, in order to prepare the decisions about the investments and the allocation of capacities. The economic test will be passed if VolumeMin is reached at the sale price for each scenario. The capacity that is allocated to a shipper will match the capacity allocated in Switzerland that will not be higher than Capacity Max. The submission of a Binding Capacity Request Form constitutes a binding, irrevocable and unconditional offer by the Prospective Shipper to subscribe the capacities allocated to the Prospective Shipper pursuant to and in accordance with the terms of this Information Memorandum. By submitting the Binding Capacity Request Form and upon first demand by GRTgaz, the Shipper undertakes and agrees to enter, provided that the Shipper has been allocated capacities offered by GRTgaz, into the final accord de souscription anticipé de capacités with GRTgaz, in the form as published by GRTgaz 7.2 Allocation procedure for the FluxSwiss Open Season The details of the applicable allocation procedure will be provided for in due time and will be published on FluxSwiss website. 19

20 8. CREDITWORTHINESS FluxSwiss and GRTgaz request interested parties to subscribe to long-term commitments in order to underpin the necessary investments. Interested parties are required to demonstrate sufficient financial standing to underwrite these commitments under the applicable agreements to be entered into with FluxSwiss and/or GRTgaz. Indeed, the interested parties are requested to provide FluxSwiss and/or GRTgaz with financial guarantees to cover their commitments towards FluxSwiss and/or GRTgaz in respect of the capacity requested under this Open Season, once allocated in the framework of the transmission contracts. 20

21 9. CONFIDENTIALITY AGREEMENT Interested parties shall complete, sign and return in two original copies the attached Confidentiality Agreement(s) (Attachments 1.A and 1.B) respectively to GRTgaz and FluxSwiss. The Confidentiality Agreement(s), duly completed and signed, must be returned no later than 22 June The participation in this Open Season and access to further information and/or documents to be eventually given to interested parties during the Open Season is subject to reception in due time of the duly completed and signed Confidentiality Agreement(s). 21

22 10. INDICATIVE TIMETABLE 5 June 2012: Roll-out of the Open Season. Information Memorandum sent out to potential interested parties and published on FluxSwiss and GRTgaz websites. 22 June 2012: Deadline for parties interested in the Project to submit their Confidentiality Agreement(s) Between 20 and 30 June : CRE ruling about the tariff for the GRTgaz Open Season First half of September 2012: FluxSwiss opens electronic platform for reverse flow capacity auctioning, allocates capacity and communicates the results of the allocations to the relevant shippers. The exact date(s) will be announced in due time. 21 September 2012: Deadline for the interested parties to submit their Capacity Forms for the GRTgaz Open Season. 25 September 2012: Communication on GRTgaz Open Season results: Announcement of final allocation if any 22

23 11. POINTS of CONTACT Any request for additional information or questions in relation to the Project and/or to this Information Memorandum should be addressed to: GRTgaz Direction Commerciale Immeuble BORA 6, rue Raoul Nordling Bois Colombes Cedex FRANCE acces-reseau-accueil@grtgaz.com FluxSwiss via della Posta, Lugano SWITZERLAND info.fluxswiss@fluxys.com 23

24 DISCLAIMER This Information Memorandum is publicly disclosed to the market for information purposes only. This document does not therefore constitute any commitment by the TSOs to offer or allocate a final product, new interconnection capacity, any service and/or develop any infrastructure. Any and all interested parties, in their capacity as professional operators, shall be responsible for seeking to obtain the accurate and relevant information needed for their own assessment and decision to respond to the invitation to subscribe contained in this Information Memorandum. FluxSwiss and GRTgaz hereby disclaim all responsibility for changes to the implementation of the development as presented in this Information Memorandum. Such changes may result from amongst others financial and regulatory constraints defined by the competent regulatory and/or public authorities. Additionally, the information contained in this Information Memorandum is for indicative purposes only and should not be considered to give rise to any contractual relationship between FluxSwiss or GRTgaz (or any of their affiliated entities) and any interested party. In this document, quantities are expressed in MWh/day. The interested party will use a Gross Calorific Value (GCV) of 11.4 kwh/nm³ in order to convert its request into normal cubic meter per day at 0 C and bar. Please refer to ISO 6976 for the conversion factors of Gross Calorific Values (GCV) at different temperatures. In addition, daily capacities shall correspond to 24 times hourly capacities. 24

25 ATTACHMENT 1 A : Confidentiality Agreement - GRTgaz THIS AGREEMENT is made on..., between GRTgaz, a French company ( Société Anonyme) with a share of capital of , incorporated under the laws of France whose registered office is located at Immeuble Bora, 6 rue Raoul Nordling Bois Colombes and with the Nanterre Trade and Companies Registry under number , represented for the purposes hereof by a duly authorized representative (GRTgaz); and..., a company incorporated under the laws of.. whose registered office is.(t he Prospective Shipper). GRTgaz and the Prospective Shipper may hereinafter be collectively referred to as the Parties and individually as a Party. WHEREAS GRTgaz and FluxSwiss are evaluating the technical expansion in their respective grids to make Reverse flow capacities, i.e transmission capacity from the Italian- Swiss border (Gries Pass) through Switzerland to Oltingue in France and entry capacity at the Oltingue entry point into GRTgaz network, available (the Project). In furtherance of the Project, GRTgaz and FluxSwiss intend to coordinate the offering of these Reverse flow capacities through a coordinated Open Season (the Open Season), in the framework of which the Prospective Shipper has indicated its interest for transmission services offered through the Open Season. The Parties expect that during the aforesaid discussions and subsequent implementation of the Project, up to the eventual execution of any related transmission contracts to be signed by the Prospective Shipper and the relevant TSO, if any, it may be necessary for them, at discretion, either directly or through a third party, to disclose and communicate, in writing and/or orally, confidential information to the other Party, on the terms and subject to the conditions set forth herein (the Confidentiality Agreement). I

26 1. CONFIDENTIAL INFORMATION All information, plans, proposals or data, of a commercial, financial, technical, planning, management, legal or whatever other nature concerning GRTgaz or the Prospective Shipper or any of their respective affiliates or their business including, without limitation, their legal foundation, financial structure or plans, or, in the case of GRTgaz, concerning its evaluation, planning and/or realisation of the Project which is disclosed to or obtained by the other Party whether before or after the date of this Confidentiality Agreement, whether in writing or drawings, orally or by computer print-out, or in any other way, shall be hereinafter referred to as Confidential Information and shall be subject to this Confidentiality Agreement. Confidential Information may be obtained from or pursuant to discussions with GRTgaz or the Prospective Shipper and/or from any of their respective affiliates, representatives, advisers or consultants or from their respective management or employees or otherwise. 2. DUTY OF CONFIDENTIALITY Each Party acknowledges that the Confidential Information is confidential and proprietary to the relevant disclosing party. Both GRTgaz and the Prospective Shipper undertake to maintain the confidentiality of the Confidential Information disclosed by the other Party. 3. USE OF CONFIDENTIAL INFORMATION Both Parties shall use the Confidential Information solely for the purpose of evaluating the Project and for the conduct of consultations and negotiations in relation thereto and, in particular, shall not use the Confidential Information in any way which is or may be detrimental to the interests of the relevant disclosing party or use the Confidential Information, or act in any way which is or may be detrimental to the successful planning, development and/or realisation of the Project and/or any extension of it. As such, the Prospective Shipper agrees that GRTgaz may exchange and/or share the Confidential Information with its adjacent grid operators, including without limitation FluxSwiss in Switzerland, to the extent necessary to coordinate investments in transmission capacity and to allow for allocation of capacity by GRTgaz and the adjacent grid operators as well as to the competent regulatory authorities in the framework of the Open Season. II

27 4. DISTRIBUTION OF CONFIDENTIAL INFORMATION Each Party agrees only to show Confidential Information disclosed by the other Party to its employees and advisors, its affiliates and their employees (for each Party together being referred to as its Relevant Parties) on a strictly need to known basis, to the extent necessary for the purposes set forth in section 3 hereabove, and on condition that its Relevant Parties are made aware of the terms of this Confidentiality Agreement and that each Party will be responsible for any breach of any terms of this Confidentiality Agreement by any of its Relevant Parties. The communication of Confidential Information shall in no event confer or imply the grant or agreement to grant any license or other rights (e.g. intellectual property rights) express or implied, to the receiving Party, except the limited right to use the Confidential Information, as specifically set forth hereunder. The disclosing Party disclaims all responsibility and liability for any actions taken by the receiving Party on the basis of its analysis or other use of the Confidential Information including, but not limited to, any adjustments or modifications to the receiving party s products and/or services in light of such use of Information, and the receiving Party acknowledges that the disclosing party shall have no responsibility or liability as a result of the receiving Party s use of the Confidential Information. 5. SURRENDER OR DISTRUCTION OF CONFIDENTIAL INFORMATION If either Party subsequently does not participate in the Project, each Party shall cease to make use of the Confidential Information disclosed to it by the other Party and will return all Confidential Information and all copies thereof to the relevant disclosing party or shall procure that such Confidential Information is destroyed and each party shall promptly notify the other in writing that the same has been destroyed. III

28 6. NON-CONFIDENTIAL INFORMATION This Confidentiality Agreement shall not apply to information: (a) which is publicly available at the time it is made available to either Party or subsequently becomes generally available to the public other than as a result of disclosure or other act or omission by either Party or any of its Relevant Parties or otherwise contrary to their respective obligations of confidentiality; or (b) which was available (as can be demonstrated by its written records) to either party or to any of its Relevant Parties, prior to the supply of Confidential Information by the relevant disclosing party, and which is free of any restrictions as to its use or disclosure; or (c) which either Party is required by law, or regulation or by the requirements of any regulatory or other entitled authority to disclose. 7. TERM - DURATION OF DUTY OF CONFIDENTIALITY This Confidentiality Agreement shall come into force upon execution by the Parties and shall continue thereafter to the extent needed for the implementation of the full Project. Each Party s obligations in respect of the Confidential Information disclosed by the other Party shall continue in force for a period of five (5) years from its disclosure. 8. OBLIGATION TO MAKE ANNOUNCEMENTS Neither the Prospective Shipper nor any of its Relevant Parties nor any other person or body acting on behalf of the Prospective Shipper or any of its Relevant Parties shall make, permit or solicit any announcement, communication or disclosure concerning the Project and/or any extension of it without the prior written consent of GRTgaz. IV

29 9. GOVERNING LAW - SETTLEMENT OF DISPUTE This Confidentiality Agreement shall be governed by and construed in accordance with the French law. Each of the Parties to this Confidentiality Agreement irrevocably agrees that the courts of Nanterre are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Confidentiality Agreement or the subject matter hereof and submit to the jurisdiction thereof. The Parties agree that any violation of any terms of this Confidentiality Agreement may cause immediate and irreparable harm to the disclosing Party. Therefore and, notwithstanding the above and without prejudice to the rights and remedies otherwise available, the disclosing Party shall be entitled to equitable relief by way of injunction in the event the other Party s breach(es) or threaten(s) to breach any of the provisions of this Confidentiality Agreement before any competent court. 10. GENERAL PROVISIONS No amendment to terms and conditions of this Confidentiality Agreement shall be valid and binding on the Parties hereto unless made in writing and signed by an authorised representative of the Parties. This Confidentiality Agreement shall be binding upon the Parties hereto and their respective successors, assigns, subsidiaries and affiliates. The Parties hereto agree to perform their obligations hereunder without any charge or expenses to other Party. This Confidentiality Agreement and the exchange of Confidential Information shall not create an obligation for a Party to engage in a future agreement or any other relationship. This Confidentiality Agreement constitutes the entire understanding of the Parties regarding the Confidential Information and supersedes all prior oral or written agreements. The Prospective Shipper acknowledges that the TSO s corporate policy requires that TSO s business be conducted within the letter and spirit of the law including the applicable European and domestic regulations and the good business practices commonly recognized in the gas industry. By signing this Confidentiality Agreement, the Prospective Shipper agrees to conduct any business that may be contemplated pursuant to this Confidentiality Agreement in a manner that is consistent with both V

30 law and good business ethics. Specifically, the Prospective Shipper recognizes having been made fully acquainted with the TSO s statement of business principles as available at the TSO s websites. A Party s failure to enforce any provision, right, or remedy under this Confidentiality Agreement shall not constitute a waiver of such provision, right, or remedy. IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed in two (2) original copies by their duly authorized representatives, each Party receiving one (1) original copy hereof. for and on behalf of GRTgaz Name: Position: Name: Position: for and on behalf of the Prospective Shipper Name: Position: Name: Position: VI

31 ATTACHMENT 1B : Confidentiality Agreement FluxSwiss THIS AGREEMENT is made on..., between FluxSwiss Sagl, a limited liability company incorporated under the laws of Switzerland and the Canton Ticino whose registered office is via della Posta 6900 Lugano Switzerland and registered with the trade register under the number CH , represented for the purposes thereof by a duly authorized representative(s) (FluxSwiss); and..., a company incorporated under the laws of.. whose registered office is.(t he Prospective Shipper). Hereby duly represented by [NAME] [TITLE] and [NAME] [TITLE] FluxSwiss and the Prospective Shipper may hereinafter be collectively referred to as the Parties and individually as a Party. WHEREAS GRTgaz and FluxSwiss are evaluating the technical expansion in their respective grids to make Reverse flow capacities, i.e transmission capacity from the Italian- Swiss border (Gries Pass) through Switzerland to Oltingue in France and entry capacity at the Oltingue entry point into GRTgaz network, available (the Project). In furtherance of the Project, GRTgaz and FluxSwiss intend to coordinate the offering of these Reverse flow capacities through a coordinated Open Season (the Open Season), in the framework of which the Prospective Shipper has indicated its interest for transmission services offered through the Open Season The Parties expect that during the aforesaid discussions and subsequent implementation of the Project, up to the eventual execution of any related transmission contracts to be signed by the Prospective Shipper and the relevant TSO, if any, it may be necessary for them, at discretion, either directly or through a third party, to disclose and communicate, in writing and/or orally, confidential information to the other Party, on the terms and subject to the conditions set forth herein (the Confidentiality Agreement). I

32 1. CONFIDENTIAL INFORMATION All information, plans, proposals or data, of a commercial, financial, technical, planning, management, legal or whatever other nature concerning FluxSwiss or the Prospective Shipper or any of their respective affiliates or their business including, without limitation, their legal foundation, financial structure or plans, or, in the case of FluxSwiss, concerning its evaluation, planning and/or realisation of the Project which is disclosed to or obtained by the other Party whether before or after the date of this Confidentiality Agreement, whether in writing or drawings, orally or by computer print-out, or in any other way, shall be hereinafter referred to as Confidential Information and shall be subject to this Confidentiality Agreement. Confidential Information may be obtained from or pursuant to discussions with FluxSwiss or the Prospective Shipper and/or from any of their respective affiliates, representatives, advisers or consultants or from their respective management or employees or otherwise. 2. DUTY OF CONFIDENTIALITY Each Party acknowledges that the Confidential Information is confidential and proprietary to the relevant disclosing party. Both FluxSwiss and the Prospective Shipper undertake to maintain the confidentiality of the Confidential Information disclosed by the other Party. 3. USE OF CONFIDENTIAL INFORMATION Both Parties shall use the Confidential Information solely for the purpose of evaluating the Project and for the conduct of consultations and negotiations in relation thereto and, in particular, shall not use the Confidential Information in any way which is or may be detrimental to the interests of the relevant disclosing party or use the Confidential Information, or act in any way which is or may be detrimental to the successful planning, development and/or realisation of the Project and/or any extension of it. As such, the Prospective Shipper agrees that FluxSwiss may exchange and/or share the Confidential Information with its adjacent grid operators, including without limitation GRTgaz in France, to the extent necessary to coordinate investments in transmission capacity and to allow for the allocation of capacity by FluxSwiss and the adjacent grid operators as well as to the competent regulatory authorities in the framework of the Open Season. II

33 4. DISTRIBUTION OF CONFIDENTIAL INFORMATION Each Party agrees only to show Confidential Information disclosed by the other Party to its employees and advisors, its affiliates and their employees (for each Party together being referred to as its Relevant Parties) on a strictly need to known basis, to the extent necessary for the purposes set forth in section 3 hereabove, and on condition that its Relevant Parties are made aware of the terms of this Confidentiality Agreement and that each Party will be responsible for any breach of any terms of this Confidentiality Agreement by any of its Relevant Parties. The communication of Confidential Information shall in no event confer or imply the grant or agreement to grant any license or other rights (e.g. intellectual property rights) express or implied, to the receiving Party, except the limited right to use the Confidential Information, as specifically set forth hereunder. The disclosing Party disclaims all responsibility and liability for any actions taken by the receiving Party on the basis of its analysis or other use of the Confidential Information including, but not limited to, any adjustments or modifications to the receiving party s products and/or services in light of such use of Information, and the receiving Party acknowledges that the disclosing party shall have no responsibility or liability as a result of the receiving Party s use of the Confidential Information. 5. SURRENDER OR DISTRUCTION OF CONFIDENTIAL INFORMATION If either Party subsequently does not participate in the Project, each Party shall cease to make use of the Confidential Information disclosed to it by the other Party and will return all Confidential Information and all copies thereof to the relevant disclosing party or shall procure that such Confidential Information is destroyed and each party shall promptly notify the other in writing that the same has been destroyed. 6. NON-CONFIDENTIAL INFORMATION This Confidentiality Agreement shall not apply to information: (a) which is publicly available at the time it is made available to either party or subsequently becomes generally available to the public other than as a result of disclosure or other act or omission by either party or any of its Relevant Parties or otherwise contrary to their respective obligations of confidentiality; or III (b) which was available (as can be demonstrated by its written records) to either party or to any of its Relevant Parties, prior to the supply of

34 Confidential Information by the relevant disclosing party, and which is free of any restrictions as to its use or disclosure; or (c) which either party is required by law, or regulation or by the requirements of any regulatory or other entitled authority to disclose. 7. TERM - DURATION OF DUTY OF CONFIDENTIALITY This Confidentiality Agreement shall come into force upon execution by the Parties and shall continue thereafter to the extent needed for the implementation of the full Project. Each Party s obligations in respect of the Confidential Information disclosed by the other Party shall continue in force for a period of five (5) years from its disclosure. 8. OBLIGATION TO MAKE ANNOUNCEMENTS Neither the Prospective Shipper nor any of its Relevant Parties nor any other person or body acting on behalf of the Prospective Shipper or any of its Relevant Parties shall make, permit or solicit any announcement, communication or disclosure concerning the Project and/or any extension of it without the prior written consent of FluxSwiss 9. GOVERNING LAW - SETTLEMENT OF DISPUTE This Confidentiality Agreement shall be governed by and construed in accordance with the laws of Switzerland. Each of the Parties to this Confidentiality Agreement irrevocably agrees that the courts of Lugano, subject to any appeal before the Swiss Federal Supreme Court, are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Confidentiality Agreement or the subject matter hereof and submit to the jurisdiction thereof. The Parties agree that any violation of any terms of this Confidentiality Agreement may cause immediate and irreparable harm to the disclosing Party. Therefore and, notwithstanding the above and without prejudice to the rights and remedies otherwise available, the disclosing Party shall be entitled to equitable relief by way of injunction in the event the other Party s breach(es) or threaten(s) to breach any of the provisions of this Confidentiality Agreement before any competent court. IV