Legislation, Contractual and Fiscal Terms

Legislation, Contractual and Fiscal Terms

Contents: Key legislation, regulations and guidelines applicable to upstream petroleum activities Organizational Structure of the Upstream Petroleum Industry License terms Highlight of Key Petroleum Resources Agreement (PRA) Terms Highlight of Key Fiscal Terms 2

Key legislation, regulations and guidelines applicable to upstream petroleum activities Constitution of Democratic Socialist Republic of Sri Lanka; Petroleum Resources Act No. 26 of 2003 (proposed changes into the Act are currently under review); Inland Revenue Act No. 10 of 2006 or any subsequent amendment thereto; Marine Pollution Prevention Act, No. 35 of 2008 Petroleum (Marine Environment Protection) Regulation, No. 1 of 2011; Petroleum Exploration License Regulations No.1 of 2008; Sri Lanka Upstream Petroleum Local Content Guidelines; Geophysical, Geological, Environmental and Geotechnical Program Guidelines; Guidelines with respect to Drilling Programmes Offshore Sri Lanka 3

Organizational Structure of the Upstream Petroleum Industry Presidential Secretariat ( the functions of the Minister are currently executed by the President of Sri Lanka) Petroleum Resources Development Committee (PRDC) (Chaired by the Secretary to the President) Petroleum Resources Development Secretariat (PRDS) International Oil Companies National Oil Company (yet to be established) 4

Licence terms 1 Exploration 2 Production Type of Right Exploration Licence (EL). An exclusive exploration right is granted to the Contractor under the PRA*. The contractor is authorized to carry out activities on the Exploration License issued by the PRDC Development License (DL). When a DL is issued for a discovery area, the contractor is allowed to commence development and production phase under the PRA. Duration 8 years divided into 3 phases (3+2+3). Contractors are obliged to relinquish at least 30% of the Agreement Area at the end of Second Exploration Phase. 20 years May be extended for the period of five (5) years or such period as may be agreed. *PRA Petroleum Resources Agreement 5

Highlights of Key PRA Terms 6

Petroleum Resources Agreement (PRA) Type of agreement - а production sharing type with royalty and applicable taxes. Model PRA of 2013 developed for the Second Licensing Round. All petroleum operations shall be conducted in accordance with applicable Sri Lanka legislation, forthcoming relevant petroleum and other relevant regulations, Rules and Guidelines made or issued by the Director General PRDS. The PRA shall be governed by Sri Lankan Law. 7

State Participation Interest Contractor can have up to 100% of initial participating interest. Each of the companies participating in а consortium shall have а minimum participating interest of 10%. The Government, through its wholly owned subsidiary, at its choice may (or may not) take up a fully paid option of: (a) Fifteen percent (15%) for deep water blocks; (b) Twenty (20%) for shallow water blocks. The Government can exercise the right to participate at any time up to 1 year following approval of a Development Plan. 8

Commercial Terms Title to petroleum remains with the State except for that part of Crude Oil, Condensate or Gas to which title has passed to the Contractor at the relevant Delivery Point. Contractor is required to make available to the Government Contractor's petroleum entitlement from the Agreement Area for the domestic market. The valuation of crude oil produced shall be based on the international price of similar reference crude(s). Natural Gas shall be sold at an arms-length price. There are separate provisions dealing with the commercial exploitation of associated and non-associated gas. Foreign Contractor is free to convert, export and import foreign exchange arising from operations and sales arising from activities related to petroleum operations. 9

PRA Stabilisation Provisions Fiscal Stabilisation If any change in or to any Sri Lankan law, rule or regulation dealing with income tax or other corporate tax, export/import tax, excise, customs duty or any other levies, duties or taxes imposed on Petroleum or dependent upon the value of Petroleum or results in a material change to the expected economic benefits accruing to any of the Parties after the date of execution of the PRA, the Parties shall consult promptly in good faith and make necessary revisions and adjustments to the PRA. Contract Stabilisation The PRA shall not be amended, modified, varied or supplemented in any respect except by an instrument in writing signed by all the Parties, which shall state the date upon which the amendment or modification shall become effective. 10

Highlights of Key Fiscal Terms 11

Signature bonus Contractor will pay to the PRDS a Signature Bonus set at a minimum floor rate of: 1,000,000 USD for deep water blocks 200,000 USD for shallow water blocks. The sum to be paid as the Signature Bonus shall be non-cost recoverable, and biddable. 12

Production bonus Contractor will pay a Production Bonus to the PRDS in four instances when the total production of oil (or gas) from each field has been sustained at the bid average daily rates. Production Bonus is non-cost recoverable, and biddable. 13

Royalty Contractor shall pay the royalty due each month on progressive basis and linked to the average daily production rates. Royalty payments are non-cost recoverable, and biddable. 14

Cost recovery Recovery ceiling will be maximum 80% percent out of the total value of petroleum Produced and Saved. The Contractor will recover costs at the rate of 100% percent in any given Financial Year based on the sequence below: a) Production costs; b) Exploration Costs; c) Development Costs. 15

Production sharing of petroleum Profit Petroleum will be shared in each Financial Year. Share of Profit Petroleum in any Financial Year shall be calculated on the basis of average daily production rates. PRDS shall have the option to take its entitlement to Profit Petroleum either in cash or in kind in any Financial Year. The percentage share to be used in calculating the profit sharing ratio is a biddable item. 16

Local Content Development A conceptual Local Content Development Plan shall be prepared by bidders in line with requirements specified in Sri Lanka Local Content Development Guidelines issued by the Director General PRDS and shall cover areas related to: Employment and Training Utilisation of Local Goods and Services Knowledge and Technology Transfer 17

Schedule of the Second Licensing Round (SL 2013-01) and Bidding Procedure

Licensing Round Schedule Event Date Second Licensing Round Announcement 19 th February 2013 Bid Documents issued to the industry 7 th March 2013 Lease of Data Package commences 7 th March 2013 Road Show in Houston 7 th March 2013 Road Show in London 12 th March 2013 Road Show in Singapore 21 st March 2013 Final deadline for submission of bids 30 th September 2013 Opening of bids received 30 th September 2013 Bid evaluation October 2013 Notification to winners October 2013 Petroleum Resource Agreement Negotiations November 2013 Signing of Petroleum Resource Agreements Q1 2014 This schedule is indicative. PRDS reserves the right to modify or suspend it, provided appropriate notice is given. 19 19

Bid Information Package The Bidding Procedure is formulated in the Notice Inviting Offers For the Exploration And Production Of Oil And Natural Gas under the Second Licensing Round (SL 2013-01), further referred as NIO. The Bid Information Package can be accessed at the PRDS web-site (www.prds-srilanka.com ) and includes the following key documents: Notice Inviting Offers; Format for Submission of Bids; Model PRA; Data View Agreement; Data Sale Agreement. Local Content Guidelines 20 20

Biddable Terms Minimum Exploration Work Ргоgгammе The programme must be submitted for all three exploration phases. The First Exploration Phase must carry а firm well commitment ргоgгаmmе. However, bidders may also elect to bid а firm commitment through the Second and Third Exploration Phases. Fiscal Package The Fiscal Package shall consist of the amount offered as а Signature Bonus, the amount offered as а Production Bonus, the Royalty percentage, the Percentage share of Profit Petroleum at various daily production tranches and the amount offered for a Training Fund. Local Content Development A conceptual Local Content Development Plan shall be prepared by the bidders in line with Sri Lanka Local Content Guidelines and submitted as part of the bid package. 21 21

Data Availability The available seismic data packages can be seen on а Kingdom workstation at Data Rooms in Houston, London and Singapore during the weeks of the road show. For any valid bid, the operator of any applicant group is also required to purchase at least the Existing Available 2D Seismic Data over that block. In the event of award, partners will have to pay an escalation fee at agreed rates. The Seismic Data can be purchased from the PRDS. A Summary Data Package of regional geological data, interpretation reports and well data is available for applicants. Purchase of this Summary Data Package is obligatory for all bidders (US $20k) including partners. 22 22

Bidding Procedure Bidders may bid for more than one block; Bidders may bid singly or in association with other companies through an unincorporated or incorporated venture; In the interest of competition and diversity, the Government is keen to encourage a range of technically qualified operators and partners to Sri Lanka. It may, therefore, where there is more than one bid on a particular block, request through negotiation the possibility of forming joint ventures. 23 23

Formal Bid Submission & Opening Bids should be submitted not later than 15.00 hours Sri Lanka Standard Time (SLST) on 30th September 2013. Pubic opening of all bids will take place before the authorized representative(s) of the bidders(s) at 15.00 hours Sri Lanka Standard Time (SLST) on the same day. No information will be made public regarding the content of each specific bid as the bids will then proceed to an evaluation process by the Evaluation Committee with а view to announce provisional awards prior to negotiations by the end of October 2013. 24 24

Bid Submission Address Bids should be submitted to: Chairman - Petroleum Resources Development Committee, Via Mr. Saliya Wickramasuriya Director General Petroleum Resources Development Secretariat Petroleum Resources Development Secretariat Level 06, Ceylinco House 69, Janadhipathi Mawatha Colombo 01 Sri Lanka 25 25

Bidders Assessment Technical capability Will be based on experience of an applicant as an operator, volumes of Proven & Probable reserves, average annual operated net production and experience of deep water operations. Technical capabilities of the non-operating bidders will also be taken into consideration. Financial capability To assess financial capability the bidder shall submit a certificate from each company's statutory auditor(s) stating that the company has а net worth equal to or more than its share of the committed Minimum Work Ргоgгаmmе. Alternatively, a company should furnish a certificate from a reputable recognized financial institution guaranteeing provision of sufficient funds to meet Minimum Work Programme commitments for the duration of Exploration Period. There will be no official pre-qualification of bidders 26 26

Bid Evaluation Basis A bid proposal will be evaluated on the basis of the Point System according to the following weighting parameters: Work Programme: max 50 points; Proposed Fiscal Terms: max 45 points; Conceptual Local Content Development Plan: max 5 points. Detailed information on the bid evaluation is provided in Annex 4 of the NOI. 27 27

Bid rejection criteria Failure to demonstrate via the submitted documentation an adequate technical or financial capability to carry out the committed work program; Failure to submit bid in line with the "Format for Submission of Bids" and/or covering all the information/details listed therein; Any assumptions, deviations in а bid which are inconsistent with or does not conform to the agreement terms listed in this NIO; Government at its sole discretion reserves the right to accept or reject any or all of the bids received without assigning any reason, whatsoever. Bidder shall accept that in no event a claim may be filed against the Government of Sri Lanka, PRDS or any of its affiliates or any of their agents or employees as a result of any such decision. 28 28

Bid Clarifications and Communications Mr. Saliya Wickramasuriya Director General Petroleum Resources Development Secretariat Level 06, Ceylinco House 69, Janadhipathi Mawatha Colombo 01 dg@prds.lk Tel: +94 11 2332002, +94 11 2332004, ext. 201 fax + 94 11 2375672 29 29

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