1. Name: Petya Kolcheva, Mrs. 2. Date of Birth: March 4, Nationality: Bulgarian. 4. Education: Degree / Diploma obtained

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1 Sofia 1000, 4 Kuzman Shapkarev Street, tel. (+359 2) ; ; 1. Name: Petya Kolcheva, Mrs. 2. Date of Birth: March 4, Nationality: n 4. Education: Institution Sofia University St. Kliment Ohridski, Law Faculty Start da te End date Degree / Diploma obtained Master s Degree in Law 5. Qualifications: 1993 USAID sponsored course in the USA for young entrepreneurs on gaining practical skills how to organize business and to be successful Boston Law School course in commercial law and lecturer to local students about the legal system in Central and Eastern Europe and and the transformation to market economy 1994 Work on an internship basis in Wool Law Firm, attending court hearings and taking part in drafting agreements and holding negotiations. Took part in a working group of eminent practitioners volunteering to grant legal services pro-bona and attend socially sensitive cases. 6. Membership of Professional Associations and Awards: Member of Sofia Bar Association, Member of the International Law Association, Secretary General of the International Commercial Chamber in (ICC), Secretary General for the ICC Arbitration Court Appointment Committee, Chairperson of the n Arbitration Court at the Confederation of Industrialists and Employers in (KRIB), Association of Professional Mediators, n Bar Association, n Association for Women in Legal Profession General Secretary 1999 During the President s visit was awarded by Mrs. Hillary Clinton, among other five women, as one of the most successful women entrepreneurs in. 7. Countries of work experience: 8. Languages: (Excellent, Good, Basic) Language Reading Speaking Writing

2 n (native) Excellent Excellent Excellent English Excellent Excellent Excellent Russian Good Good Good 9. Employment Record: Date 1995 Now Employer Law Firm Kolcheva, Koev and Partners known as Novel Law Position held Managing Partner Date Employer PricewaterhouseCoopers Position held Head of Legal Department Date Employer Sofia Bar Association Position held Freelance Barrister 10. Experience during the last years in representing various clients and parties in the process of passing new bills of legislation, participation in committees that sit for the drafting and negotiation of new bills, including committees at various ministries and Parliament. Rule of Law initiatives. Year 2018 Legal consultancy, advisory services and participation in review and preparation of various comments on the new bill of law on spatial planning, drafting comments on the bill, negotiations at the Ministry of Energy, attending Regional Development Commission hearings at Parliament. Year Legal consultancy, advisory services and participation in review and preparation of various comments on the new bill of law on electronic communication networks and physical infrastructure, negotiations with the Association of Cable Communication Operators, the Ministry of Transportation and Telecommunications, attending all commissions hearings at Parliament and making comments therefore. Year

3 n Banks Legal consultancy, advisory services and participation in review and preparation of various comments on the new bill of the law on commerce related to insolvency, negotiations at the Ministry of Justice, attending commission hearings at Parliament and making comments therefore. Year 2017 AmCham Rule of Law Conference Active participation in the Rule of Law conference organized by the AmCham as sponsor, participant and panellist Year 2016 Millan, Italy Rule of Law Conference n Bar Association representative in a Rule of Law conference organized by the Bar Association of Millan and the European International Bar Association as participant and panellist 11. Experience representing lenders in corporate finance transactions, especially in the Energy Sector, attracting new investors, acquisitions, mergers, mezzanine financing, investment funds, restructuring of distressed loans, etc. Year , 2007, 2017 Maritsa East 3 Power Plant Petya Kolcheva advised the financial institutions - EBRD, Calyon, Societe Generale in the process of refurbishment of the power plant. Her work included review and due diligence of the entire documentation: PPA and related additional services, supply of fuel and raw materials, waste management and disposal, environmental issues, regulatory framework of the plant s operation; review of the permits, licenses and approvals necessary for normal operation of the power plant; risk assessment, etc. We participated in drafting of financing agreements and drafted the security agreements. Societe Generale refinanced the loan and all securities were renewed in In 2016 the banks approved the changes to the PPA.

4 Year , 2007, 2017 Maritsa East 1 Power Plant Petya Kolcheva rendered overall legal advice to the financial institutions - EBRD, ING Bank, BNP Paribas, OPIC, substituted by Calyon - as lead arranger of a syndicated loan for the construction of a new 800 mw power plant, sponsored by AES. Her services included legal due diligence, risk assessment for the project financing; drafting and negotiating of all financing and security agreements, including inter-creditor and security agency agreements, greenhouse issues and perfection of security agreements on real estate, assets, mortgages, pledges, drafting and negotiating of a letter of government support/state guarantee with the n Ministry of Finance, review and due diligence of the entire project documentation: PPA, EPC, including negotiations with contractors and review and amendments of all relevant project agreements for supply of equipment, services, fuel, raw materials etc., power purchase agreement with the National Electric Company and related additional services. Financial close was in 2006, restructuring in 2008 and in All registrations were renewed in 2011 and the financing was restructured in and in Year A large bank in Multifarious advisory services to the bank with regard to the restructuring, litigation, enforcement and collection of over 500 corporate and commercial loans, most of which are of large size. The projects requested large scale litigation challenges. Enforcement of mortgages, security interests and debt collection of secured and non-secured loans on behalf of the bank. Year Ministry of Agriculture, State Fund Agriculture, State Agency SAPARD Main project Control over compliance with procedures for distribution of funds/ features EU Operational Program "Agriculture" Legal advice to the n State Fund Agriculture and State Agency SAPARD regarding review, advice and/or litigation in cases

5 whereby incompliance of beneficiaries to public requirements for funding have been found. I have monitored a dozen cases for fraudulent practices, noncompliance to tax requirements and other specific requirements due to which there are grounds for rejection to the request for funding. I have been legal counsel to the n State Fund Agriculture and Agency SAPARD to review the project documents, to hear the grounds of beneficiaries and negotiate settlement agreements if applicable. I have alternatively acted as barrister of the State Agency or the Fund before the n courts. I have undertaken a specific legal investigation in relation to fraudulent data declared by a Spanish investor before the n authorities. Such fraud was evidenced by OLAF and financial correction was imposed on. On behalf of the State Agency SAPARD I have reviewed the project documents and all evidence at hand giving legal opinion on eventual termination of the agreement for payment of financial subsidy to the beneficiary and claim for indemnity and penalties. Year 2016 Legal consultancy, advisory services for preparation of due diligence report, negotiations with regard to the drafting, amendments and disbursement of a multimillion euros loan by an eminent international banking institution to an electricity distribution company in. Year 2015 Legal consultancy, advisory services for the preparation of due diligence report and acquisition transition documentation of a printing company and industrial real estate from a real estate investment company owned by a large Austrian bank. Year , 2014, 2017 Legal services to a large international banking institution in relation to a multimillion euros loan for the project financing of 9 new Hydro Power Plants construction along the Iskar river. Work included review of the project documents including complicated Public Private Partnership shareholders agreement between the investor and the Municipality, due diligence report, drafting and negotiations on all finance and security documents including loan agreement, hedging agreement, fee letter, pledges and mortgages for the lender. Further work included borrower s capital decrease and share pledge amendment in 2012 and restructuring the shareholders undertakings and the buyout of the shares of the municipality by

6 the investor. The last advice was rendered in 2015 and 2017 in relation to business plan restructuring. Year The banks which were to finance South Stream Offshore Gas Pipeline Advisory services to the banks which were to finance the section located under the Black Sea. Due diligence of land acquisition, construction permits, environmental matters and permits, unbundling regulations of EU, public procurement, pricing, n energy law issues, local law interfaces on the financing and securitization of the financing. International securitization of loans. Year Wind Farm Investor Successful litigation at 3 instances pursuant to appeals brought by Environmental Association for Protection of Birds against decisions for approval of 3 environmental impact studies for the project. Year 2013 Legal services to a large international banking institution in connection with a loan in distress as a result of dispute between shareholders. Company governance and regulatory issues the company was traded on the n Stock Exchange. Advice on the bank's rights under the financing agreements, the enforceability of security. Negotiations and drafted documents on restructuring of all stakes. Successfully negotiated among all parties and closed a settlement agreement and a turnaround strategy. Year Green Energy Projects In cooperation with an Austrian law firm provided legal assistance to a large Austrian public energy company owned by the municipality

7 of Vienna and its green energy subsidiaries on their projects in. Year 2008 Advice to a large Austrian construction company in relation to potential acquisition of a company in. The work included unfriendly restructuring/takeover of partnership, due diligence of projects, preparation of strategy, alternatives and options for actions to restructure, implementation of the option selected by the client; advice preparation of strategy, advice on regulatory matters related to the business activity on a large scale project in the energy and water resources sector. Year AETZ BELENE Nuclear Power Plant Legal counsel of the German investor in relation to its potential investment with n Energy Holding in the project development and financing of a second nuclear power plant. We delivered local legal advice regarding: due diligence, n regulatory issues, n and European permits; review and comments on corporate matters, financing agreements, the draft EPC agreement, etc. Year Sofia water concession Advisory services to the foreign shareholder and the concessionaire company with respect to the concession agreement, the loan agreement, relations with the State Energy and Water Regulatorbusiness plans approvals and secretary of the board of directors for almost ten years. Year 2006

8 n American Credit Bank Drafting all documents for the Mezzanine Financing to a local leasing and micro financing institution. We provided services to Mezzanine lenders, which extended loans and acquired equity. She delivered legal due diligence, drafted and negotiated the financing agreement, an inter-creditor agreement, registered securities and guarantees, requested amendments to project agreements. Year 2005 International bond issue backed with local mortgages Advisory services to a large international banking institution in relation to the project regarding the extension of bridge financing from the bank to local lending companies, mortgage loans to be provided to retail customers and proceeds to back as collateral on the European or American capital markets. The consulting services covered legal issues, negotiations with local banks-recipients of proceeds, advice on requirements of the stock exchanges, comparative study. Year 2005 investments in sizeable real estate projects Advised a large international banking institution in relation to a project for a senior loan and sub-loans to be extended to 5 n borrowers and 2 parent companies. Drafting the financing and subordination of lenders agreements, securities - charge over assets, shares, going concern, mortgages, etc. She organized and delivered cross-borrower security perfection. She monitored the corporate resolutions of each borrower. Year Credit lines to BACB

9 Advisory services on numerous occasions to KFW, IFC, NFMO and other institutions granting credit lines and loans to the BACB on the extension of a loans to BACB. Drafting of financing agreements and securities. We were selected by BACB and referred to the international institutions. Year Numerous investment projects Advisory services to n American Enterprise Fund and then the n American Fund on numerous investments in n companies the work encompassed all investment documents drafting and negotiating and due diligence report. 10. Experience advising on EU and n procurement laws, in particular in relation to procurement by utilities Year Year South Stream Offshore Gas Pipeline Petya Kolcheva rendered advisory services to the banks which were to finance the section located under the Black Sea. She has made a profound review of EU Regulations, Directives and n Requirements in relation to Public Procurement law issues, specifying all risk regarding such part of deliveries which can be allocated to the construction and operation of the pipeline within the territory of the Republic of as part of EU. We drafted reports on risks. Sofia Water Concessionaire Involved in outsourcing and public procurement procedures of the company, has sat on committees and participated in the preparation

10 of public tender documentation in implementation of the approved by the Energy and Water Regulator investment plans. She has been working on sizeable procedures such as delivery of an ERP system, billing system, rehabilitation of Beli Iskar Dam, rehabilitation of waste water treatment plant including gas burner for co-generation. She has advised the General Manager and Board of Directors in relation to all bigger public procurement procedures, including the maintenance and emergency repairs outsourcing of works. Year 2008 Year 2009 Periodic Safety Review and Rehabilitation of Kozloduy Nuclear Power Plant Units 5 & 6 Petya Kolcheva advised a British engineering company on the terms and conditions of public procurement procedures and on liabilities of service providers. Public Procurement of delivery of airplanes for the Council of Ministers Petya Kolcheva has consulted the Ministry of Transportation on the public procurement procedure for the delivery of 2 airplanes to be used by the Council of Ministers and the President. The work involved review and report on all details of the documentation, selection process, agreement for delivery, successful negotiations with the tender participants for the amendment of the agreements and change in delivery. Redrafting of agreement. Ms. Petya Kolcheva 24/10/18