REQUEST FOR PROPOSALS – RENOVAR PROGRAM – ROUND 2 1. Subject-matter Pursuant to the provisions set forth in Resolution ME&M No. 275 passed on August, 16th. 20171 CAMMESA calls for the submission of bids (the ‘Open Call for Tenders’) for the qualification of and possible award to national or foreign legal entities, for the purpose of executing renewable power purchase agreements to be signed with CAMMESA, acting in representation of Distribution Companies and Large Users of the Wholesale Electric Market (henceforth “MEM”), with the aim of increasing the share of renewable sources of energy in the country’s energy mix, pursuant to Laws N° 26190 and N° 27191 and Decree N° 531/2016 and its amendments. 2. Definitions ‘Additional Provider of the Technical Transmission Function’ is defined in The Procedures. ‘Adjusted Offered Price’ or ‘AOP’ is defined in Provision 18.1 of the RFP. ‘Annual Adjustment Factor’ is the value shown, for each Production Year, in the column named ‘Annual Adjustment Factor’ of Annex 8. ‘Annual Price’ is, for each Production Year, the price detailed in Annex B of the Power Purchase Agreement. ‘Argentine Peso/s’ or ‘$’ is, at any time, the effective legal tender in the Argentine Republic for that date. ‘Awarded Price’ is defined in Provision 13.1.3 of this RFP. ‘Awardee’ is the qualified Bidder who has been chosen by CAMMESA, in accordance with the instructions from the Enforcement Authority, to sign the Power Purchase Agreement by means of a Specific Purpose Entity (SPE). ‘Beneficiary’ is defined in Annex 7 of this RFP. ‘Bid Bond’ is the guarantee granted to CAMMESA by the Bidder pursuant to the terms and conditions set forth in Provision 10 of the RFP. ‘Bid’ is, for each Project, the unilateral and irrevocable intent expressed by a Bidder pursuant to the RFP. 1 Resolution ME&M that approves the RFP. 1 ‘Bidder’ is the Interested Party which, individually or jointly, issues a Bid before CAMMESA within the framework of this Open Call for Tenders, whether by means of a Specific Purpose Entity that he owns directly or indirectly, or over which they have an irrevocable right of acquisition, or that he agrees to constitute and record before the corresponding Government Authority before the Execution Date, in case he becomes an Awardee. If two (2) or more individuals or legal entities comprise the Bidder, every individual shall hold joint and several liability before CAMMESA regarding all the obligations and commitments undertaken within the framework of the Open Call for Tenders. ‘Biomass/Biogas Scale Incentive’ is defined in Provision 3.6 of this RFP. ‘Biomass’ is the Technology which allows for the production of electric power from vegetal and/or animal biomass derived from gasification and/or incineration. ‘Buenos Aires’ is the province of Buenos Aires. ‘Business Day’ is any day except for (a) Saturdays and Sundays, (b) Non-workable public holidays in the Argentine Republic and (c) days when financial entities are closed in the Autonomous City of Buenos Aires. ‘Buyer’ is CAMMESA, acting in its capacity of energy buyer within the framework of the Power Purchase Agreement. ‘CAMMESA’ is the Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima. ‘Certificate of Inclusion’ is the Certificate of Inclusion in the Renewable Energy Legal Framework set forth in Section 8.2 of Annex I of Decree No. 531/2016 and its amendments, which shall be granted to the Awardee who signs the Power Purchase Agreement, in accordance with the provisions set forth in Section 3 of Resolution ME&M No. 72/2016, and which shall mention the content detailed in Section 18 of Annex I of such Resolution. ‘Clarifying Circular Letter/s’ is any written notice submitted by CAMMESA as a consequence of clarifications and/or answers to consultations made by the Interested Parties on this RFP. Any Clarifying Circular Letter shall be deemed a part of this RFP. ‘Comahue’ is the region consisting of the provinces of La Pampa, Río Negro and Neuquén. ‘Commercial Operation Authorization Scheduled Term’ or ‘Offered Development Term’ is the term set in the Bid, detailed in consecutive days as of the Execution Date, during which the Commercial Operation Date is estimated to occur. For those Bidders that have taken up the World Bank Guarantee as stated in their Bids, such term shall be counted as of the date when the FODER Trustee duly notifies the Seller the execution of the World Bank Guarantee Agreement between the FODER Trustee and the World Bank. ‘Commercial Operation Date’ is the date on which CAMMESA, in accordance with The Procedures, grants the business authorization to the Seller for the operation of at least ninety-eight percent (98 %) of the Contracted Energy in the MEM. 2 ‘Construction Progress Scheduled Date’ is defined in Annex 6 of this RFP. ‘Construction Start Scheduled Term’ is the term set in the Bid when the building of the Power Plant starts and which is detailed in consecutive days as of the Execution Date. For those Bidders that have taken up the World Bank Guarantee as stated in their Bids, such term shall be counted as of the date when the FODER Trustee duly notifies the Seller the execution of the World Bank Guarantee Agreement between the FODER Trustee and the World Bank. ‘Contracted Capacity’ is the amount of MW of the Power Plant as defined in the award notice and included in the Power Purchase Agreement. ‘Contracted Energy’ is any energy generated by the Contracted Capacity during twenty (20) consecutive production years as of the Commercial Operation Date. ‘Control’ is the ability to conduct or establish the guidelines for the management or the essential activities or businesses of a legal entity or entity, weather by means of the ownership of stocks or any other securities with right to vote, through contractual or corporative relations or by any other means; it shall be deemed that any individual, legal entity or entity that has the possession of more than fifty percent (50 %) of the voting equity from another legal entity or entity, or has contractual or corporative rights which grant the same level of control over such legal entity or entity than a stockholder with more than fifty percent (50 %) of the voting equity might have, has the Control over such legal entity or entity. ‘Cuyo’ is the region consisting of the provinces of San Juan, Mendoza and San Luis. ‘Delivered Energy’ is defined in Annex 6 of this RFP. ‘Delivery Point’ is the corresponding node of the SADI and/or the Additional Provider of Transmission Technical Function where the Seller agrees to deliver the energy generated from the Power Plant. ‘Development Effective Start Date’ is the date when the necessary amount of expenditure has been incurred by the Seller in order to comply with the Project’s Development Effective Start Date, pursuant to Section 9° of Law No. 26190, which has been amended by Law No. 27191 and Order No 57 passed on August 14th, 2017 by the Undersecretariat of Renewable Energy. Such Development Effective Start Date shall be certified by the INTI or any other entity authorized by the Enforcement Authority for such purpose. ‘Development Effective Start Scheduled Date’ is the term set in the Bid, indicated in consecutive days as of the Execution Date, when it is estimated that the Seller incurs in necessary amount of expenditure in order to comply with the Project’s Development Effective Start Date, pursuant to Section 9° of Law No.26190, which has been amended by Law No. 27191 and Order N° 57 passed on August 14th, 2017 by the Undersecretariat of Renewable Energy. Such term shall be calculated in accordance with the provisions set forth in Section 2°, subsection 1), of the aforementioned Order, certified by the INTI or any other entity authorized by the Enforcement Authority for such purpose. For those Bidders which have taken up the World Bank Guarantee as stated in their Bids, such term shall be counted as of the 3 date when the FODER Trustee duly notifies Seller the execution of the World Bank Guarantee Agreement between the FODER Trustee and the World Bank. ‘Energy Loss Factor of the IP’ is, for each IP, the adjustment factor value applicable to the Offered Price so as to consider the energy losses that may occur during the transmission of the energy production of the Power Plant in the SADI. The Energy Loss Factor of each IP is estimated by CAMMESA by means of simulation and is reported in Annex 3. ‘Energy Payment’ is defined in Annex 7 of this RFP. ‘Enforcement Authority’ is the Federal Ministry of Energy and Mining. ‘ENRE’ is the “Ente Nacional Regulador de la Electricidad” (National Electricity Regulatory Entity) of the Argentine Republic ‘EPR’ o ‘Energy Production Report’ is the energy production report made and certified by a Qualified Independent Consultant for a capacity that is equal to the Offered Capacity. ‘ESMP’ or ‘PMAS’ is defined in Provision 12.4.6 of this RFP. ‘Exchange Rate’ is, for any Business Day, (a) the ‘Notice ‘A’ 3500 Reference Exchange Rate (wholesale)’ published by the Banco Central de la República Argentina for that Business Day, or (b) if the Banco Central de la República Argentina, due to any reason, has not published the ‘Notice ‘A’ 3500 Reference Exchange Rate (wholesale)’ for that Business Day, the closest ‘Notice ‘A’ 3500 Reference Exchange Rate (wholesale)’ within the same calendar month, taking into account that if there is more than one Business Day equidistant to the date when the ‘Notice ‘A’ 3500 Reference Exchange Rate (wholesale)’ has not been published, the provisions set forth in item (c) of this definition shall be applied, or (c) if the Banco Central de la República Argentina, due to any reason, has not published the ‘Notice ‘A’ 3500 Reference Exchange Rate (wholesale)” for the calendar month which comprises that Business Day, the exchange rate that the Parties may agree, and which shall be approved by the SEE or, (d) in the event of lack of agreement between the Parties or if there is no approval by the SSE, the exchange rate that may be set forth pursuant to Clause 26 of the PPA (Dispute Resolution) of the Power Purchase Agreement.