ANP Pre-Edital Ingles Sem Anexos

7/29/2019 ANP Pre-Edital Ingles Sem Anexos

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NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND

BIOFUELS - ANP

PRELIMINARY TENDER PROTOCOL FOR GRANTING

CONCESSION CONTRACTS FOR

EXPLORATION AND PRODUCTION OF OIL AND NATURAL

GAS

ELEVENTH BIDDING ROUND

RIO DE JANEIRO, 24 January 2013.


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WARNING:

I - Preliminary Tender Protocol

This Preliminary Tender Protocol contains the provisions applicable to the activities of

Exploration and Production of Oil and Natural Gas in Blocks with exploratory risk.

II - The official versions

This Preliminary Tender Protocol was prepared in Portuguese which is the only official version.

Versions in English of some annexes may be included for guidance only. ANP may make

available, for reference, an English version of the complete Preliminary Tender Protocol.


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Content

1 INTRODUCTION................................................................................................................................................ 51.1 Current Legislation ............................................................................................................................................. 51.2 Areas Available in the Eleventh Bidding Round ................................................................ ................................. 51.3 Procedures for Participation in the Eleventh Bidding Round ........................................................ ...................... 61.4 Schedule ............................................................................................................................................................ 62 MATTER OF THE BID ....................................................................................................................................... 72.1 Exploratory Models ............................................................................................................................................ 73 CONDITIONS FOR PARTICIPATION IN A BID ................................................................ ................................. 93.1 Requirements for qualification ........................................................... ................................................................. 93.2 Qualification of foreign companies ....................................................................................................................103.3 Expression of Interest .......................................................................................................................................103.3.1 Declaration of Conformity - List of Documents for Qualification .............................................................. .......... 103.3.2 Introduction Letter for the Submission of the Expressions of Interest ............................................................... 103.3.3 Attorney for the Appointment of the Accredited Representative .............................................................. .......... 113.3.4 Confidentiality Agreement ...................................................... ................................................................. .......... 113.3.5 Acts of Incorporation .............................................................. ................................................................. .......... 113.4 Technical Qualification ......................................................................................................................................123.4.1 Technical Qualification as Non-Operator ............................... ................................................................. .......... 123.4.2 Technical Qualification as Operator .................................................................................. ................................ 123.5 Financial Qualification .......................................................................................................................................173.5.1 Financial Statements of the Last Three Years ........................................................................................ .......... 173.5.2 Opinion from Independent Auditor ............................................................... ..................................................... 173.5.3 Financial Statements and Strategic Planning ......................................................... ........................................... 183.5.4 Minimum Net Asset ..................................................... ................................................................. ..................... 183.6 Legal Qualification.............................................................................................................................................193.6.1 Companies holding an office abroad ............................................................ ..................................................... 193.7 Labor and Tax Regularity ..................................................................................................................................193.8 Location, schedule and deadline for submission of documents ........................................................................203.9 Technical Data ..................................................................................................................................................233.9.1 Available Information .............................................................. ................................................................. .......... 233.9.2 Access and Withdrawal of Data Packages ............................................................. ........................................... 243.9.3 Assistance to Companies ....................................................... ................................................................. .......... 253.10 Participation Fees .............................................................................................................................................253.10.1Payments .......................................................................................... ................................................................ 253.10.2Payments made abroad ......................................................... ................................................................. .......... 263.11 Return of Participation Fees .............................................................. ................................................................273.12 Information Disclosure and Confidentiality by ANP ...........................................................................................283.13 Capacity ............................................................................................................................................................283.14 Cancellation of the Qualification ........................................................................................................................28


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3.15 Companies holding an office in specific countries ............................................................. ................................294 SUBMISSION OF BIDS ....................................................................................................................................304.1 Schedule and Venue of the Bidding ............................................................. .....................................................304.2 Bidding Sequence .............................................................................................................................................304.3 Bid Guarantee ...................................................................................................................................................314.3.1 Purpose ............................................................ ................................................................. ................................ 314.3.2 Term of delivery ................................................................................ .............................................................. .. 324.3.3 Submission of Guarantees ..................................................... ................................................................. .......... 324.3.4 Validity of the Bid Guarantees ........................................................... ................................................................ 334.3.5 Modalities and Issuer of Bid Guarantees ..................................................... ..................................................... 334.3.6 Application of Guarantees ...................................................... ................................................................. .......... 344.3.7 Return of Guarantees ............................................................. ................................................................. .......... 344.4 Composition of the Bids ....................................................................................................................................344.4.1 Signature Bonus ................................... ................................................................. ........................................... 354.4.2 Minimum Exploratory Program .......................................................... ................................................................ 354.4.3 Commitment to Local Content ........................................................... ................................................................ 354.5 Submission of Bids............................................................................................................................................374.5.1 Criterion for determination of bids ................................................................ ..................................................... 394.5.2 Details on the calculation of the Final Score ........................................................................................... .......... 394.6 Submission of Bids in Consortium.....................................................................................................................405 APPROVAL OF THE JUDGMENT ............................................................... .....................................................416 REQUIREMENTS FOR SIGNING THE CONCESSION CONTRACT ...............................................................426.1 Requirements for the winning companies to sign the Concession Contract ......................................................426.2 Signature of an Affiliate Company Contract ......................................................................................................456.3 Cases of Waiver ................................................................................................................................................466.3.1 In the case of consortium, manifested by one of the participant companies ..................................................... 466.3.2 Of a company or consortium as a whole ................................................................ ........................................... 476.4 Contract per Block.............................................................................................................................................477 PENALTIES ......................................................................................................................................................488 ADDITIONAL CLARIFICATIONS ON THE BID ................................................................................................498.1 Forum ................................................................ ................................................................ ................................498.2 Information and Consultations ..........................................................................................................................499 ADMINISTRATIVE APPEALS ........................................................... ................................................................5110 RIGHTS AND PRIVILEGES OF ANP ...............................................................................................................5210.1 Revocation and Cancelling of the Bidding .............................................................. ...........................................5210.2 Revision of Terms, Conditions and Procedures ................................................................................................5210.3 Omitted Cases ..................................................................................................................................................52


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1 INTRODUCTION

1.1 Current Legislation

On August 6, 1997, the National Congress approved the Law no. 9,478/97, which addressed

the national energy policy and implemented other measures, in line with the Constitutional

Amendment No 9 of 1995, which eases the way for the implementation of the Federal

Government monopoly for the Exploration and Production of Oil and Natural Gas.

Law no. 9,478 /97 created the National Council on Energy Policy - CNPE with the allocation of

formulating policies and guidelines for energy designed to promote the rational use of energyresources of the country, in accordance with the provisions of the applicable legislation and

having as principles the preservation of national interest, the promotion of sustainable

development, the expansion of the labor market, the exploitation of energy resources, the

protection of the environment and promotion of the conservation of energy, increasing the use

of natural gas, the promotion of free competition, the attraction of investment in the production

of energy and the expansion of the country's competitiveness in the international market.

Law no. 9,478 /97 also instituted the National Agency of Petroleum, Natural Gas and Biofuel

(ANP) as the body responsible for regulating, hiring and supervising of the economic activities of

the Oil, Natural Gas and Biofuel industry, and it is responsible, among other functions, for thepreparation of the bidding notices and the completion of bidding for the granting of the rights for

the exercise of Exploration and Production of Oil and Natural Gas, signing the Concession

Contracts resulting from them and supervise their implementation.

This Preliminary Tender Protocol defines the rules to be obeyed by all companies interested in

participating in the Eleventh Bidding Round and it was prepared in accordance with the relevant

provisions, among which Law no. 9,478/97; Law no. 12,351/2010; ANP Resolution no. 27, of

June 02 2011; and the resolutions of CNPE no. 8, of July 21, 2003, no. 3, 2012, which should

be consulted and observed by interested company companies.

A Special Bidding Commission (CEL) will be set up exclusively for the Eleventh Bidding Round

competition. It will be composed of representatives of ANP and civil society, duly designated by

ANP Board of Directors through an Ordinance.

1.2 Areas Available in the Eleventh Bidding Round

The blocks available in the Eleventh Bidding Round were selected in frontier exploration and

mature basins of with the goals of expanding the Brazilian reserves, expanding the knowledge

of the sedimentary basins, decentralizing the exploratory investment in the country, developing


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the small oil industry and securing national and foreign companies in the country, giving

continuity to the demand for local goods and services, the generation of jobs and the incomedistribution.

1.3 Procedures for Participation in the Eleventh Bidding Round

If a company expresses interest for the Eleventh Bidding Round, it should apply for the

qualification in accordance with Section 3 3 of this Preliminary Tender Protocol, which describes

the details of the process.

1.4 Schedule

The schedule for the Eleventh Bidding Round is presented in Table 1. This schedule is only

indicative. ANP reserves the right to modify or suspend it, provided appropriate notice is given.

Table 1 1 - Schedule of the Eleventh Bidding Round

Event DateOpening of the period for delivery of documents relating to the expression ofinterest and documents for Qualification and Capacity

1/24/2013

Availability of Data Packages

1/25/2013

Initiation of Public Consultation 1/25/2013Final Deadline for contributions to the Preliminary Tender Protocol andtermination of Public Consultation

2/4/2013

Public Hearing (City of Rio de Janeiro) 2/19/2013Publication of the Bidding Notice and Concession Contract 3/11/2013Technical-Environmental Seminar 3/18/2013Legal-Tax Seminar 3/19/2013Final deadline for delivery of documents relating to the Expression of Interestand documents for Qualification and Capacity

3/26/2013

Final deadline for payment of Participation Fees 3/26/2013Final Deadline for submission of Bid Bonds 4/26/2013Submission of bids

14 and 15/05/2013

Signing of the Concession Contracts August/2013

Notes:

1 The interested company should submit, as of that date, all documents required for qualification and

capacity.

The release of the data package is subject to proof of payment of the Participation Fee and approval of the

documentation on the Expression of Interest.

3 The interested company should submit, by this date, all documents required for the qualification. After this

date the submission of documents will be accepted only if requested by ANP in replacement of the

document presented previously.

4 Accreditation for the event for the presentation of bids as of May 13, 2013 .


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2 MATTER OF THE BID

The purpose of the bidding process is to grant Concession Contracts for the activities of Oil and

Natural Gas Exploration and Production in 172 blocks with exploratory risk, located in 17

sectors of 9 Brazilian sedimentary basins: Barreirinhas, Cear, Esprito Santo, Foz do

Amazonas, Par-Maranho, Parnaba, Potiguar, Recncavo and Sergipe-Alagoas.

Table Table 2 22 of this Preliminary Tender Protocol details the sectors and the number of

blocks on demand in each sector, as well as the duration of the exploitation phase and periods

of exploration, the amounts to be paid for the Retention of Area and the minimum qualification

required for the Operator of the Blocks in each Sector.

For technical and substantiated reasons, ANP reserves the right to remove Blocks or Sectors

from the Eleventh Bidding Round up to the date of submission of bids, provided appropriate

notice is given.

ANP may include new blocks or sectors in the Eleventh Bidding Round, provided it is duly

authorized by CNPE, provided appropriate notice is given.

For the activities of Exploration and Production of Oil and Natural Gas in the blocks targeted by

the Eleventh Bidding Round, the successful parties must sign Concession Contracts, whose

draft is in Annex XXV Error! Reference source not found.of this Preliminary Tender Protocol.

2.1 Exploratory Models

This Preliminary Tender Protocol includes the following exploratory models:

I - Blocks in Basins of new technological or knowledge frontiers, with the aim of attracting

investments to regions still little geologically known or with technological barriers to be

overcome, in the search for the identification of new producing basins.

II - Blocks in Mature Basins, with the goal of providing opportunities and increase the

participation of small and medium-sized businesses in exploration and production of oil and

natural gas in heavily exploited basins, thus allowing the continuity of these activities in these

regions in which they play an important socioeconomic role.


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Table 2 2 - Overview of the Sectors

Notes:

1 The detailed list of the Blocks offered in each basin is found in Annex I Error! Reference source not found.of this Preliminary

Tender Protocol. ANP may, up to the date of submission of bids, change the number of blocks in bidding, provided appropriatenotice is given.

2 The exploitation phase could be extended according to the provisions of the Concession Contract for the implementation of a

previously approved evaluation plan.

3 Amounts to be paid for the Occupation or Area Retention in Real per km, 12/31/2012, applicable to the exploitation phase. These

amounts will be paid and readjusted each year from the date of signing of the Concession Contract, by IGP-DI accumulated in the

12 months preceding the date of each readjustment, as provided for in Art. 28 of Decree no 2,705 /98. These amounts will be

Basin Sector Exploratory Model Number of Blocks1

Area on Demand(km

2)

Exploration Phase2

(years)Exploratory Period

(years)

Amount to bepaid for the

Retention of Area3

Minimum QualificationRequired

4

(R$/km2/year)

Barreirinhas

SBAR-AP1 New Frontier 6 4,614.851253 8 5 + 3 483.60 A

SBAR-AP2 New Frontier 8 6,151.766687 8 5 + 3 322.40 A

SBAR-AR2 New Frontier 12 2,307.015846 8 5 + 3 214.93 B

Cear SCE-AP3 New Frontier 11 7,388.320686 7 5 + 2 644.80 A

Esprito Santo SES-T6 Mature 6 178.726028 5 3 + 2 34.39 C

Foz do AmazonasSFZA-AP2 New Frontier 6 11,509.719603 8 5 + 3 322.40 A

SFZA-AR2 New Frontier 26 15,547.200795 8 5 + 3 322.40 B

Par-MaranhoSPAMA-AP1 New Frontier 5 3,846.364471 8 5 + 3 214.93 A

SPAMA-AP2 New Frontier 1 769.3 8 5 + 3 214.93 A

Potiguar

SPOT-AP1 New Frontier 10 7,326.277961 7 5 + 2 214.93 A

SPOT-T3 Mature 3 77.156080 5 3 + 2 34.39 C

SPOT-T5 Mature 17 510.547406 5 3 + 2 34.39 C

Recncavo SREC-T1 Mature 16 474.501149 5 3 + 2 34.39 C

Sergipe-Alagoas SSEAL-T1 Mature 25 733.163619 5 3 + 2 34.39 C

Parnaba SPN-N New Frontier 6 17,716.362480 6 4 + 2 107.47 C

Parnaba SPN-O New Frontier 1 3,049.914537 6 4 + 2 107.47 C

Parnaba SPN-SE New Frontier 13 39,093.893516 6 4 + 2 107.47 C


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increased by 100% in case of extension of the exploitation phase, when applicable, and for the Development Phase. For the

Production Phase they will be increased by 900%.


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3 CONDITIONS FOR PARTICIPATION IN A BID

3.1 Requirements for qualification

Only companies which are individually qualified may participate in the Eleventh Bidding Round for

blocks with exploratory risk, in compliance with the following requirements:

a) Expression of Interest, from the presentation of the documents required in Section 3.3 3.3 of this

Preliminary Tender Protocol;

b) Payment of the Participation Fee and delivery of Annex IIError! Reference source not found.;

c) Obtain the technical, legal and financial qualifications conferred by ANP, and the evidence of tax

and labor compliance.

The qualifications shall be obtained concurrently. If a company covers different levels of technical

and financial qualifications, the lowest level is to be considered.

Once the requirements set out in this Preliminary Tender Protocol are met, the company will be

considered as qualified and may submit bids solely for the Blocks located in the Sector for which it

may have made payment of the Participation Fees, in accordance with the provisions of Table 8,

Section 3.10 3.10 of this Preliminary Tender Protocol.

Any documentation submitted to ANP will be returned, with the exception of the dismissed Bid

Bonds, according to the conditions described in Section 4.3 4.3 of this Preliminary Tender Protocol.

All documents must be submitted in a single authenticated copy containing the title on the top of the

first page and without binding.

The documents issued abroad should be legalized by the Brazilian Consular Authority to be valid in

Brazil, from its original copy issued in its consular jurisdiction, either by the acknowledgment of the

signature or notarization of the document itself. If the document is not written in Portuguese, the

translation must be made in Brazil, translated by a certified translator, after the legalization of the

original document by the Brazilian consular authority, as determined by the Consular and Legal

Service Manual of the Ministry of Foreign Affairs, in Book I, Chapter 4, Section 7, items 4.7.1 and

4.7.2.

If Brazil has cooperation agreements with other countries or are forecast in the Treaty that Brazil is

a party on the exemption from legalization of some or all documents referred to herein, the

business company interested can request it and justify it in law applicable.

The documents that require notarization, consularization and certified translation are shown in

Table 7 Table 7 7of this Preliminary Tender Protocol.


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Notarization is the recognition of the signature, for original documents, or certification of copies.

Consularization is the endorsement of Brazilian diplomatic authority in the country in which a

particular document was issued.

ANP may request any additional information that gives support to the analysis of the qualification of

companies participating in the Eleventh Bidding Round.

3.2 Qualification of foreign companies

A company that has no foreign subsidiary established in Brazil should, for the purposes of

qualification, submit the documentation of the respective controller or headquarter of the corporate

group it belongs to. In the case of a successful bid, the entitled winner must establish a branch with

headquarters and administration in the country to sign the Concession Contract, in terms of Section

6.2 of this Preliminary Tender Protocol.

3.3 Expression of Interest

The process of qualification will be initiated with the Expressions of Interest through the

presentation of the documents listed in this Section.

3.3.1 Declaration of Conformity - List of Documents for Qualification

The interested companies should send a Declaration of Conformity according to the model in

Annex IIIError! Reference source not found., which describes the documents for purposes of

qualification of the company for participation in the Eleventh Bidding Round. This declaration must

be signed by one of the Accredited Representatives at ANP, constituted as provided for in Section

3.3.3 of this Preliminary Tender Protocol.

3.3.2 Introduction Letter for the Submission of the Expressions of Interest

The interested company should send an Introduction Letter for the submission of the Expressions

of Interest, according to the model and instructions set out in Annex IV Error! Reference source

not found.of this Preliminary Tender Protocol, signed by one of the accredited representatives atANP, which shall be constituted as provided for in Section 3.3.3 of this Preliminary Tender Protocol.


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3.3.3 Attorney for the Appointment of the Accredited Representative

The interested company should appoint one or more accredited representatives to ANP for the

Eleventh Bidding Round. The interested company that accredits more than one representative

should indicate, among them, the main one, for whom will be sent any official mail of ANP on this

Round.

The Accredited Representative will be nominated solely by means of Proxy as per the model in

Annex V Error! Reference source not found.of this Preliminary Tender Protocol, settled by Legal

Representative of the represented company.

When there is a change in the contact information of the Accredited Representative, the

represented company should notify ANP within up to 15 (fifteen) days after the date of such

change.

The interested company may, exceptionally, after the final deadline for submission of the

documents for qualification, change names of the Accredited Representatives through thepresentation of a new Proxy, in accordance with Annex V Error! Reference source not found. of

this Preliminary Tender Protocol.

If it is intended to appoint Legal Representatives of the company as Accredited Representatives at

ANP, it will not be required to submit the Proxy for Appointment of the Accredited Representative,

provided the powers of the appointment party may be verified in the acts of incorporation of the

company and/or in more recent acts of election of the officers and board of directors who chose the

most recent executive board. In this case, the company should indicate in the Introduction Letter of

Expression of Interest the names of the Legal Representatives appointed as Accredited

Representatives at ANP.

If, after the final deadline for submission of the documents for qualification, there are changes in the

acts of incorporation of the company that may involve any modification of the Legal Representative,

such contractual changes should be delivered immediately to ANP.

3.3.4 Confidentiality Agreement

The interested company should submit the Confidentiality Agreement relating to data and

information contained in the Package of Data supplied by ANP, using the exact model of Annex VI

Error! Reference source not found.of this Preliminary Tender Protocol, duly signed by its

Accredited Representative.


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3.3.5 Acts of Incorporation

The interested company should submit a full certified copy of its updated acts of incorporation (By-

laws or Articles of Incorporation) or full copy of the most recent acts of incorporation and the

consolidation of the amendments that have been promoted, duly filed with the competent Trade

Office; simplified certificate issued by the competent Trade Office; and proof of the powers of theLegal Representatives, with the most recent acts of election of the officers and board of directors

who chose the most recent executive board, as the case may be.

3.4 Technical Qualification

The interested company may request its technical qualification as Operator A, B, C or Non-

Operator. The technical qualification will be based on the production volume, amount of

investments in exploration and previous operational experience of the interested company or,

alternatively, the experience of the members of its technical personnel in exploration andproduction of oil and natural gas.

In no event it shall be allowed to add the previous operational experience of the company sexperienced technical personnel. If the interested company decides to qualify through the

experience of members of its technical personnel, the maximum possible qualification will be in the

category of Operator B.

3.4.1 Technical Qualification as Non-Operator

For the purpose of technical qualification as a Non-Operator, the interested company should submit

a summary of its main activity, as well as its relationship with its headquarter or controller, when

applicable. This summary should be prepared according to the model of Technical Summary 01, in

Annex Error! Reference source not found.XXI of this Preliminary Tender Protocol, signed by an

Accredited Representative of the interested company.

The company that qualifies as a Non-Operator may only submit bids in the Eleventh Bidding Round

in consortium with other companies, provided that the Operator indicated is a company which has

obtained the minimum qualification required to operate in the Sector in which the supply targeted

Block is located.

3.4.2 Technical Qualification as Operator

For the purpose of qualification as Operator, under this Preliminary Tender Protocol, the interested

company may fit into one of the following categories:


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Operator "A - qualified to operate in blocks located in Ultra-Deep Water, Deep Water,

Shallow Water and onshore.

Operator "A - qualified to operate in blocks located in Shallow Water and onshore.

Operator "A - qualified to operate only in blocks located onshore.

3.4.2.1 Required Documentation

The technical qualification will be based on the capacity of the interested company or its controlling

group. For that, the interested company which applies for qualification as Operator based on its

previous operational experience must complete the Technical Summary 02 in accordance with the

model in Annex XXII Error! Reference source not found.of this Preliminary Tender Protocol.

The interested company which applies for qualification as Operator based on the previous

experience of the members of its technical staff must complete the Technical Summary 03

according to the model of Annex XXIII Error! Reference source not found.of this Preliminary

Tender Protocol.

The Technical Summary should be signed by an Accredited Representative of the interested

company.

3.4.2.2 Scoring Criteria for Technical Qualification as Operator

For the purpose of technical qualification of the company as Operator "A", "B" or "C" the following

scoring criteria will be used:

a) Qualification by Previous Operational Experience of the company in Brazil or Abroad

Production Volume of oil equivalent: One (1) point is assigned for each 1 (one) thousand

barrels/day of equivalent oil produced, considering the annual production average operated

by the interested company, up to a maximum of fifteen (15) points. It will be considered as

the arithmetic average of the production volumes operated for the last 5 (five) years.

Amount of investment in exploration activities: The interested company that attests tohave made investments as Operator in exploration activities will receive score according to

the amount of attested investment and operational environment, in accordance with the

content of Table 3Table 3. It will be considered as the amount of investments for the last 5

(five) years.

Table 3 - Scoring based on the Amount of Investment


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Operational EnvironmentAmount of Investment - I (in millions of Real)

15 I < 30 30 I < 60 I 60

onshore 2 3 4

Shallow Water 3 4 5

Deep/Ultra Deep Water 4 5 6

OnShore Exploration and Production Operations: 10 (ten) points will be granted to the

company which currently conducts, as an Operator, exploration activities and ten (10) points

to the company which currently carries out onshore production activity, also as an Operator.

For company that,alternatively, has current activity in technical services to oil companies or

that has current activities as Non-Operator, will be granted 5 (five) points for exploration and

5 (five) points for production onshore.

Exploration and Production Operations in Shallow Water: 10 (ten) points will be grantedcompany to a company which currently conducts, as Operator, exploration activities and ten

(10) points company to a company which currently carries out production activity in shallow

water as Operator. For the company that, alternatively, provides technical services to oil

companies or that has current activities as Non-Operator, will be granted 5 (five) points for

exploration and 5 (five) points for production in Shallow Water. These criteria will be applied

to a company which conducts activities of exploration and production in the water depth up

to 400 meters.

Exploration and Production Operations in Deep or Ultra-Deep Water: 10 (ten) points will

be granted company to a company which currently conducts, as Operator, explorationactivities and ten (10) points to a company which currently carries out production activity in

Deep or Ultra-Deep Water, as Operator. A company that, alternatively, provides technical

services to oil companies or that has current activities as Non-Operator, will be granted 5

(five) points for exploration and 5 (five) points for production in Deep or Ultra-Deep Water.

These criteria will be applied to a company which develops activities of exploration and

production in the water depth up to 400 meters.

Exploration and Production Operations in adverse environments: 10 (ten) points will be

granted to the company which can demonstrate current active operations in harsh

environments. For a company that, alternatively, can demonstrate current activity t intechnical services to oil companies or that has current activities as Non-Operator, both in

adverse environments, will be granted 5 (five) points. The environments were exploration

and production activity takes place are considered harsh when one or more of the following

characteristics may occur: strong marine currents, drilling in high pressure and high

temperature conditions (wells whose gradient pressure of pores exceeds 2.62 psi/m or the

expected pressure in B. O. P - "Blow Out Preventer" - and exceeding 10,000 psi and the


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static temperature at the bottom hole is greater than 150 C), production activities in remote

areas and production of heavy oils (from 10 API to 22 API) and/or extra-heavy (below 10

API) and high presence of contaminants such as CO2 (carbon dioxide) and H2S (hydrogen

sulfide), which may cause operational risks.

Exploration and Production Operations in sensitive environmental areas: 10 (ten)points will be granted to a company which can demonstrate current activity in operations in

sensitive environmental areas. A company that, alternatively, can show present activity in

technical services to oil companies or that has current activities as Non-Operator, in

sensitive environmental areas, will be granted 5 (five) points. The criteria to consider areas

as environmentally sensitive are:: rare, endemic or endangered species; aggregation of

species (migratory routes, reproduction, growth, feeding); areas defined as priorities for the

conservation of biodiversity; natural resources of socio-economic importance to local

communities and/or artisanal fishermen; conservation units; indigenous and/or traditional

communities; presence of archaeological sites or speleological heritage.

Aspects related to HSE:

a) 2 (two) points will be granted to a company which holds the certification of an

Integrated Management HSE System (Health, Safety, and Environment). The company

should submit a copy of the certificate issued by an independent entity, that is, to which it

does not possess any bond, stating the deployment of an Integrated Management HSE

System in operations for the exploration and production of oil and natural gas.

b) 2 (two) points will be granted to a company which attests the existence of specific

requirements for HSE (Health, Safety, and Environment) in the process of acquisition of

goods and services from third parties. The company should submit a copy of its HSE policyor similar corporate procedure that clarifies the commitment in the acquisition of goods and

services of third parties to adopt good HSE practices.

Length of Operations Experience: The company which certifies previous experience in

the condition of Operator in exploration or production of Oil and Natural Gas will receive,

due to the time of experience and the place of operation (whether onshore, Shallow or Deep

Water), the score established in Table 4Table 4 4of this Preliminary Tender Protocol. For a

company that, alternatively, can demonstrate present activity in technical services to oil

companies or that has activities as Non-Operator, will be granted half of the points granted

to the one holding previous experience as Operator.

Table 4 4 - Scoring Due to Experience Time and Local of Operation

Operational EnvironmentExperience Time T(years)

2 T < 5 5 T < 10 10 T < 15 T 15


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Onshore 5 10 15 20

Shallow Water 10 15 20 25

Deep/Ultra Deep Water 15 20 25 30

b) Qualification by Experience of the Technical Personnel

The company which wishes to obtain qualification as Operator "B" or "C" and that may not certify

previous operational experience may qualify by the experience of the technical staff. To do this, it

must submit the resume of the consultants and members of the technical staff with relevant

experience in the activities of exploration and production in Brazil or abroad, specifying the type of

relationship to the company and the responsibility of each activity to be carried out, according to the

model of Technical Summary 03 in Annex XXIII Error! Reference source not found.of this

Preliminary Tender Protocol. Each submitted resume must contain the signature of the

professional, according to the requirements of Section 3.1 3.1.

It is necessary for the company to possess minimum technical personnel that may include, at least,

a professional with experience in exploration activities and another different one with experience in

production activities. The operational experience of professional members of the technical

personnel will be evaluated on the basis of the place of performance in the activities of exploration

and production, also considering the experience of operation in harsh and sensitive environments,

as specified in Table 5Table 5 5.

Table 5 5 - Score of a company on the basis of the qualification of technical personnel: length ofexperience and type of activity

Area of activityExperience Time T(years)

2 T < 5 5 T < 10 T 10

Exploration - Onshore 3 5 7

Production - Onshore 3 5 7

Exploration - Shallow Water 3 5 7

Production - Shallow Water 3 5 7

Exploration - Deep/Ultra Deep Water 3 5 7

Production - Deep/Ultra Deep Water 3 5 7

Operation in Harsh Environments 3 5 7


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Operation in Environmentally Sensitive Areas 3 5 7

3.4.2.3 Summary of classification criteria

For the purpose of fitting the company into one of the categories of qualification, ANP will use thefollowing criteria for the technical qualification:

From 2 to 29 points: Operator "C";

From 30 to 80 points: Operator "B";

81 points or more: Operator "A"

The company which wishes to obtain qualification as Operator "A", regardless of the score gained,

must have experience in exploration activities and/or offshore production in the condition of

Operator.

3.5 Financial Qualification

For the purposes of analysis of economic-financial qualification, the interested company should

forward the following documents:

a) Financial Statements;

b) Opinion from an Independent Auditor; and

c) Form of Annex XXIV Error! Reference source not found.

3.5.1 Financial Statements of the Last Three Years

The financial statements referred to in item "a" of Section 3.5 3.5 are those set out in Law No.

6,404 of December 15, 1976, for the last three financial years.

If a company has less than three financial years of reporting, it must submit the financial statements

for the already closed year.

If a company was incorporated in the current fiscal year, it must submit the Partial Financial

Statements.

The foreign company that requires the qualification should fill out ANNEX XVIII Error! Reference

source not found.

3.5.2 Opinion from Independent Auditor

The opinion of an independent auditor as referred to in item "b" of Section 3.5 3.5 is required in

accordance with Law 6.404/76 and Law no. 11,638/2007.


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The opinion of an independent auditor shall not be required in the following cases:

a) The companies that have not been constituted by actions that do not fall as large as defined

by Law 6,404/76 and 11,638/2007; or

b) The interested company is performing the qualification process by means of a foreign

company.

3.5.3 Financial Statements and Strategic Planning

Fulfilling item "c" in Section 3.5 3.5 of the Preliminary Tender Protocol, the interested company

should fill out ANNEX XXIV Error! Reference source not found.as shown in the instructions

contained in the document.

3.5.4 Minimum Net Asset

3.5.4.1 Qualification as Operator

The company must demonstrate, by means of the documents mentioned in Section 3.5 3.5 of this

Preliminary Tender Protocol, it has a Net Asset equal to or greater than the minimum Net Asset

required for the operational environment where it intends to act as Operator, as established in the

following table.

Table 6 6 - Minimum Amounts of Net Asset for Financial Qualification

Operational Environment of the BlocksRequired

QualificationMinimum Net Asset

Ultra-Deep, Deep, Shallow Water and OnshoreAreas

Operator "A" R$ 107,000,000.00

Shallow Water and Onshore Areas Operator "B" R$ 59,000,000.00

Onshore Areas Operator "C" R$ 3,800,000.00


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3.5.4.2 Qualification as Non-Operator

The Minimum Net Asset required for a company to be qualified as non-operator is R$ 1,900,000.00

(one million nine hundred thousand real).

To submit bids and act in Blocks located Onshore, Shallow Water or Deep Water, the companyqualified as non-operator must demonstrate, by means of the documents mentioned in Section 3.5

3.5 of this Preliminary Tender Protocol, that it has a Net Asset equal to or greater than 50% (fifty

percent) of the amount of the Minimum Net Asset required for the category of Operational

Environment Operator where the Block is located.

3.6 Legal Qualification

The legal qualification will be carried out by means of proof of legal regularity. The company should

present, in addition to the requirements in Section 3.3 3.3, the following documents:

a) Organizational chart detailing the whole chain of corporate control of the group. Companies

controlled by bearer shares, without explicit identification of control or whose acts of

incorporation or its affiliates prevents or hinders the identification of the controllers will not be

qualified. It will not be allowed, under any justification, the allegation of application of the law of

the country of origin of the company aiming to maintain secrecy about its stock control;

b) express declaration of the Accredited Representative for all relevant legal or judicial pending

issues, including those that may cause insolvency, judicial recovery, bankruptcy, or any other

event that may affect the financial suitability of the company; and

c) If the corporate purpose of the company is not appropriate to the purpose of the bidding process,it will be required to submit an Adequacy Term of Commitment of the Corporate Purpose to the

Activities of Exploration and Production of Oil and Natural Gas, according to the model in Annex

VII Error! Reference source not found.of this Preliminary Tender Protocol, signed by the

Accredited Representative, for the signing of the Concession Contract, if it is the successful

bidder.

3.6.1 Companies holding an office abroad

Foreign companies will also be obliged to submit, in addition to the documents listed in Section 3.63.6 of this Preliminary Tender Protocol, or equivalent documents, as the case may be, the Term of

Commitment as per ANNEX VIII Error! Reference source not found.of this Preliminary Tender

Protocol, duly signed by the Accredited Representative of the company, for the incorporation of the

company according to the Brazilian laws or indication of a controlled Brazilian company already

incorporated to sign the contract on its behalf, if it is the successful bidder. In this case, the

company should present the Performance Guarantee, in accordance with the model set out in


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Annex XVII Error! Reference source not found.of this Preliminary Tender Protocol, and the other

documents required in section 6.1 6.1 of this Preliminary Tender Protocol.

3.7 Labor and Tax Regularity

For the qualification in the competition, the national companies should submit the following

documents:

a) Proof of enrollment in the Corporate Taxpayer Registry - CNPJ;

b) Joint Debt Certificate with effect on Federal Taxes and Federal Debt Roster, in charge of

the Attorney General of the National Treasury (PGFN);

c) Certificate of Regularity of the Severance Premium Reserve Fund - FGTS;

d) Certificate of Pension Contributions and Third Parties - RFB/INSS;

e) Labor Debt Certificate with negative effect, in charge of the Labor Court.

The companies who submit enrollment registration and regular position in the Suppliers Unified

Registration System (SICAF) will be exempt from submitting the documents listed in lines "a", "b",

"c" and "d" above.

The existence of registration of the company as a debtor is a barring fact for the qualification,

unless the registration shows that: a) a demand has been judged with the objective to discuss the

nature of the obligation, or its amount, and the judgment has been provided with sufficient

guarantee, as per the Law; or, b) the enforceability of the tax liability has been suspended.

3.8 Location, schedule and deadline for submission of documents

All documentation should be sent to the National Petroleum, Natural Gas and Biofuel Agency, on

behalf of the Bidding Superintendence, or delivered at the Protocol Service of ANP, at the following

address:

Agncia Nacional do Petrleo, Gs Natural e Biocombustveis

Rio de Janeiro Escritrio Central

Avenida Rio Branco 65, trreo Centro

CEP: 20090-004 Rio de Janeiro/RJ Brasil.

All documentation should be delivered to ANP, from Monday to Friday, from 9:00 pm to 18:00 pm,

Braslia/DF time, according to the deadlines defined in Table 1 Table 1 1of this Preliminary Tender

Protocol.


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Table 7 7 - Formalization of Documents for Qualification

Nature

Section in

the

Preliminary

Tender

Protocol

Document EnforceabilityModel

Notarization

Foreign Companies

Consularization in

diplomatic institution

(only if notarized

abroad)

Demand for Translation

3.3.

Expression of

Interest

3.3.1Declaration of Conformity - List of

Documents for Qualification Annex III Follow model

3.3.2Introduction Letter for the Submission

of the Expressions of Interest

Annex IV

Follow model

3.3.3

Attorney for appointment of Accredited

Representative with additional

information

Annex V

Follow model

3.3.4 Confidentiality Agreement Annex VI

Follow model

3.3.5Incorporation Acts (By-laws or Acts of

Incorporation

No Sworn Translation

3.10

Participation

Fee

3.10.1

Payment of Participation Fees Annex II

Follow model

Copy of proof of payment of the

Participation Fee No No No Follow model

3.4.Technical

Qualification

3.4.1/3.4.2Technical Summary

Annex XXI A/B/C

Follow model

3.5. Financial

Qualification

3.5.1

Financial Statements No

Sworn Translation

Summary of Financial Statements Only if applicable Annex XVIII Follow model

3.5.2 Opinion of the independent auditor Only if applicableNo

Sworn Translation

3.5.3Statement of Relevant Obligations and

Strategic Planning

Annex XII Follow model


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Nature

Section in

the

Preliminary

Tender

Protocol

Document EnforceabilityModel

Notarization

Foreign Companies

Consularization in

diplomatic institution

(only if notarized

abroad)

Demand for Translation

3.6. Legal

Qualification

3.6.a)Legal Opinion or detailed organization

chart of the control chain


3.6.b)Statement regarding any relevant legal

or judicial pending issue


3.6.c)

Commitment Agreement to the

adequacy of the corporate purpose of

exploration and production of oil and

natural gas

If applicable Annex VII Follow model

3.6.1.

Commitment Agreement for the

incorporation of the company

according the Brazilian laws or

indication of a controlled Brazilian

company already incorporated to sign

the Concession Contract in its place, if

it is the successful vendor of the

bidding.

Only for theforeign

companies

Annex VIII

Follow model


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3.9 Technical Data

3.9.1 Available Information

For each basin in which the Blocks offered in the Eleventh Bidding Round are located, one or more

Data Packets and Digital Information were prepared, as listed in Table 8 Table 8 8of Section 3.10

3.10 of this Preliminary Tender Protocol. Each package consists of a set of regional data, including

seismic lines and data from selected wells for each sector or group of sectors.

It should be emphasized that the type, quantity and quality of the data contained in Data Packets

and Information vary not only between the Basins, but also between Sectors of the same Basin.

The generic content of each Data Packet and Information will be governed, when available, by the

following structure:

General Information:

Scenario and geological considerations embodied in the geological summary such as:

description of the geology, stratigraphic column, schematic geological sections and other

relevant information.

When available, studies on geology and geophysics hired by ANP may be included.

Thematic Maps:

When available, the following maps will be included:

Map of the Basin with the location of the Blocks

Map of the Basin with the division of Sectors

Map of regional structural framework

Gravimetric and magnetometric regional maps

Geological maps of land-based sectors

Public Seismic Data:


2D seismic lines, Post-Stack , in SEG-Y standard format


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3D seismic lines, Post-Stack , in SEG-Y standard format

Public Wells Data:

When available, the following data will be included:

Composite logs.

Well logs (LAS format for Pre-ANP data and LIS or ILSD format Post-ANP wells data).

Rock-Eval Pyrolysis and % TOC geochemistry data.

Folders of wells containing data and geological information (cuttings description, core

analysis, sedimentology and geochemistry), drilling (fluids, casing and cementing) and

production (completions, tests, type and analysis of samples of fluids) and other relevant

information.

Public Gravimetry and Magnetometry Data:


Gravimetry Data (x, y and z), ASCII format.

Magnetometry Data (x, y and z), ASCII format.

Part of the information in Data and Information Packages may also be provided in English;

however, some data, such as the folders of wells, will only be available in Portuguese.

3.9.2 Access and Withdrawal of Data Packages

The Data and Information Packages of may be accessed by means of a remote system available in

the website identified in Section 8.2 8.2 of this Preliminary Tender Protocol, whose password will be

sent by the ANP to the Accredited Representative of the company after the approval of the

documentation of Expressions of Interest and the identification of the payment of the Participation

Fee. The Data and Information Package of may also be downloaded from the Data Bank of

Exploration and Production of ANP (BDEP), provided the same conditions set for sending the

password for remote access are followed.

The retrieval of the Data and Information Packages of should be made by the Accredited

Representative of the interested company, duly identified, or a person authorized by it, who should

present a personal identification and a specific authorization to withdraw the Data and Information

Package of, signed by an Accredited Representative of the company.


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3.9.3 Assistance to Companies

Formal working meetings may be held on the sectors offered. The seminars of the Eleventh Bidding

Round will be held as described in Table 1 Table 1 1of this Preliminary Tender Protocol. Technical

questions may also be sent to the institutional e-mail of the Bidding Superintendence, included in

Section 8.2 8.2 of this Preliminary Tender Protocol.

3.10 Participation Fees

In addition to obtaining technical, financial and legal qualification and fiscal and labor regulatory

attestation to be qualified to submit bids during the Eleventh Bidding Round, the company should

pay the Participation Fees for the Sectors it is interested in. The Participation Fees may be paid for

a sector or a group of sectors, as detailed in Table 8 Table 8 8of this Preliminary Tender Protocol.

The company may only submit bids for Blocks located in the Sectors for which it has paid the

respective Participation Fees.

The payment of the Participation Fee can be made even before submitting to technical, financial,

legal qualification and attesting the tax and labor legality.

3.10.1 Payments

The payment of the Participation Fee is compulsory and individual to each company, even those

wishing to submit bids through consortium.

The payment can be made the following ways:

By bank form, available on the website of ANP specific for the Eleventh Bidding Round; or

By bank transfer.

Data for transfer:

In favor of: Agncia Nacional do Petrleo, Gs Natural e Biocombustveis

Corporate Taxpayer Register: 02.313.673/0002-08

Banco do Brasil

Address: Rua Professor Llio Gama, 105 Centro/RJ CEP: 20031-201

Account Number: 333008-7

Agency Number: 2234-9


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In the case of bank transfer, in order to facilitate the location of the payment of the Participation

Fee, the receipt must be sent to the Bidding Superintendence via fax indicated in Section 8.2 8.2 of

this Preliminary Tender Protocol, stating the reference number of the Deposit.

The company may make the payment of the Participation Fees until the date indicated in Table 1

Table 1 1of this Preliminary Tender Protocol. The payment of the Participation Fees must be inaccordance with the items listed in Table 8 Table 8 8of this Preliminary Tender Protocol.

3.10.2 Payments made abroad

The payments in foreign currency can only be made by bank transfer.

If the Participation Fees are paid abroad, the equivalent amount in American dollars should be

converted to Real by the official purchase exchange rate (BACEN/Ptax purchase) of the business

day immediately preceding the payment, published by the Central Bank.

In this case, the company should check with the financial institution responsible for the operation

the incidence of fees on the transfer of values, in order to ensure that the exact amount of the paid

Participation Fees will become effectively available to ANP after the conversion to Real. ANP

requests the company to deliver a copy of the payment receipt.


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Table 8 8 - Grouping of data packets and Participation Fee

Basin Sector Participation Fee

Barreirinhas Deep Water SBAR-AP1 R$ 125,000.00SBAR-AP2

Barreirinhas Shallow Water SBAR-AR2 R$ 65,000.00

Cear Deep Water SCE-AP3 R$ 125,000.00

Esprito Santo Onshore SES-T6 R$ 30,000.00

Foz do Amazonas Deep Water SFZA-AP2 R$ 125,000.00

Foz do Amazonas Shallow Water SFZA-AR2 R$ 65,000.00

Par-Maranho Deep WaterSPAMA-AP2

R$ 125,000.00SPAMA-AP1

Potiguar Deep Water SPOT-AP1 R$ 125,000.00

Potiguar OnshoreSPOT-T3

R$ 15,000.00SPOT-T5

Recncavo Onshore SREC-T1 R$ 30,000.00

Sergipe-Alagoas Onshore SSEAL-T1 R$ 15,000.00

Parnaba Onshore

SPN-SE

R$ 30,000.00SPN-N

SPN-O

ALL SECTORS R$ 875,000.00

Note:

1. The listed amounts refer only to the Sector or Group of Sectors mentioned in the table.

3.11 Return of Participation Fees

The Participation Fee will not be returned by ANP, even if the company decides not to participate in

the bidding competition, receives qualification in a different category or is not qualified.


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The Participation Fee will only be returned when, for technical and substantiated reasons, ANP

withdraws the entire area that corresponds to a given Data Package, as provided for in Section 2 2

of this Preliminary Tender Protocol.

3.12 Information Disclosure and Confidentiality by ANP

During the whole process of qualification to the Eleventh Bidding Round, ANP will disclose the list

of the participating companies. The qualification documents and the minutes of CEL will be public,

except the Financial Statements. The company having any objection to the disclosure of any

information contained in this item should let it know by forwarding ANP an argumented letter, which

shall decide on the agreement, or not, of the exposed arguments.

Upon explicit request of the company, the list of basins where it holds interest may be disclosed by

ANP in the web page specific to the Eleventh Bidding Round. For that, the company should send a

specific authorization for that purpose, according to the model in Annex IX Error! Referencesource not found.of this Preliminary Tender Protocol.

3.13 Capacity

The company which has obtained qualification at ANP and paid the Participation Fee will be

allowed to submit bids for the Blocks located in the Sectors for which the Participation Fees have

been paid. The company may submit sole interest bids, provided it is qualified as an Operator in the

minimum category required for the Sector where the bid Blocks are located, or in a consortium that

includes at least one company qualified as an Operator in the minimum category required for the

sector where the bid Blocks are located. Decisions about the suitability of any company will be

made by ANP by means of CEL, designated by the Board of Directors especially for the Eleventh

Bidding Round.

3.14 Cancellation of the Qualification

The companies will have their qualification canceled on the following grounds:

Declaration of bankruptcy or judicial or extra judicial reorganization, dissolution or liquidation

of the company;

By request of the interested company;

Non-compliance with the standards set for the bidding process;

Practice of any unlawful act, proven in the accordance with the law.


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3.15 Companies holding an office in specific countries

The CEL may request additional documents and information, not listed in this Preliminary Tender

Protocol, from companies based in countries classified as tax havens by the Secretariat of the

Federal Revenue of Brazil, as well as companies based in countries classified as non-cooperative

by the Board of Control of Financial Activities of the Ministry of Finance.

On the basis of reasoned technical and/or legal decisions, the capacity of companies from the

countries cited in this Section may be rejected if the documentation submitted is not sufficient to

guarantee the interests of the Federal Government as holder of the rights on the oil and natural gas

exploration and production in Brazil.


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4 SUBMISSION OF BIDS

4.1 Schedule and Venue of the Bidding

The presentation of bids will be held on the date in Table 1Table 1 1, Section 1 1 of this Preliminary

Tender Protocol, at a venue to be disclosed by ANP under the terms of Section 8.2 8.2, according

to the following schedule:

05/13/13 - Accreditation for the event

3:00 p.m. - Assistance to Accredited Representatives of the companies. The accreditation on that

day will be open until the 6:00 p.m.

05/14/13 - First day of submission of bid

8:00 a.m. - Assistance to other participants of the bidding. The accreditation will be open until the

closing of the bidding.

9:00 a.m. - Opening of the session for the presentation of bids to the Eleventh Bidding Round.

5/15/2013 - Second day of submission of bids, if needed

8:00 a.m. - Assistance to participants of the bidding. The accreditation will be open until the closing

of the bidding.

9:00 a.m. - Opening of the bidding area, starting by the sector immediately posterior to the last one

on the first day of submission of bids, strictly taking into account the result of the bidding process

provided for in Section 4.2 4.2 of this Preliminary Tender Protocol.

4.2 Bidding Sequence

The bidding of this Preliminary Tender Protocol will be performed according to the sequence

defined in Table 9Table 9.


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Table 9 - Bidding sequence

BASINS SECTORS

Parnaba

SPN-SE

SPN-N

SPN-O

Foz do AmazonasSFZA-AP2

SFZA-AR2

Barreirinhas

SBAR-AP1

SBAR-AP2

SBAR-AR2

Potiguar

SPOT-T3

SPOT-T5

SPOT-AP1

Esprito Santo SES-T6

Par-MaranhoSPAMA-AP1

SPAMA-AP2

Cear SCE-AP3

Sergipe-Alagoas SSEAL-T1

Recncavo SREC-T1

4.3 Bid Guarantee

4.3.1 Purpose

The company, or one of the companies members of the consortium, should provide ANP with BidGuarantees for the blocks of interest as per the amounts indicated in Table 10 of this Section,

taking into account the Sector in which the Block of the bid is located. Bid Guarantees will only be


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permitted in terms of Letter of Credit or Guarantee Insurance, according to the models listed in the

Annex XV Error! Reference source not found.of this Preliminary Tender Protocol.

4.3.2 Term of delivery

The Guarantees must be delivered to ANP by 04/26/2013.

4.3.3 Submission of Guarantees

According to the provisions in Section 4.3.1 4.3.1, the companies, or one of the companies member

of the consortium may submit Bid Bonds in the number and amount they wish. In the course of the

Bidding, the amount of the Guarantees of the Blocks for which the company submit a valid bid will

be deducted from the total amount of the Guarantees handed over by the company.

If the bid is presented by companies in consortium, the Bid Guarantee may be supplied by any of

the members of the consortium. In this case, it must be indicated on the envelope for the

submission of the bid, the company which provided the Bid Guarantee that will be bound to the bid

in question.

Companies or consortia that have the intention to submit bids for more than one Block should

ensure they have Bid Guarantees at an amount sufficient to cover the total of their bids, thus

avoiding limiting their ability to work during the Eleventh Bidding Round.

Table 10 10 - Amount of the Bid Guarantees (R$)

BASINS SECTORSGUARANTEE PER BLOCK

(R$)

Parnaba

SPN-SE 524,000.00

SPN-N 524,000.00

SPN-O 524,000.00

Foz do AmazonasSFZA-AP2 327,000.00

SFZA-AR2 178,000.00

Barreirinhas

SBAR-AP1 327,000.00

SBAR-AP2 327,000.00

SBAR-AR2 178,000.00

Potiguar SPPOT-T3 106,000.00


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SPOT-T5 106,000.00

SPOT-AP1 327,000.00

Esprito Santo SES-T6 106,000.00

Par-MaranhoSPAMA-AP1 327,000.00

SPAMA-AP2 327,000.00

Cear SCE-AP3 327,000.00

Sergipe-Alagoas SSEAL-T1 106,000.00

Recncavo SREC-T1 106,000.00

4.3.4 Validity of the Bid Guarantees

The Bid Guarantees should have validity of at least two months after the date specified in this

Preliminary Tender Protocol for the signing of the Concession Contract.

4.3.5 Modalities and Issuer of Bid Guarantees

The Bid Guarantees could be delivered by means of letters of credit issued by banks or financial

institutions regularly registered in the Central Bank of Brazil and fit to operate. Bid Guarantees in

the form of Guarantee-Insurance will also be accepted, issued by insurers authorized in the

Superintendence of Private Insurance (SUSEP) and able to operate.

These institutions may not be under Fiscal Direction, Intervention, Extra Judicial Liquidation and

Extraordinary Surveillance.

The following documents proving the condition of legal representatives of the issuer should

accompany the Bid Guarantees: certified copy of the acts of incorporation of the institution, the

minutes of the election of directors, the attorney for the representative and the documents of the

representatives (Individual Taxpayer Register and Identification Card).

The Guarantee-Insurance policies must also be accompanied by the reinsurance contract made by

a company authorized by SUSEP.


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4.3.6 Application of Guarantees

The Bid Guarantee must have the city of Rio de Janeiro as its exclusive place of application. If it

does not have a subsidiary in that city, the issuer of the security must designate a representative for

that purpose, and it is responsible, in addition, for the obligation to communicate ANP immediately

if there is any change of that representative.

The Bid Guarantee will be applied when:

a) the company which has won the bidding alone, or an Affiliate indicated by it, fails to sign the

contract within the time limit set by ANP;

b) the winning bid has been submitted by companies in consortium, and the Concession Contract

will not be signed by any of the companies members of the consortium or by an Affiliate of any of

these companies, within the time defined by ANP;

c) when the successful vendor gives up, the company or the consortium convened by ANP, asprovided in item 6.3.2 6.3.2 of this Preliminary Tender Protocol, express interest in assuming the

winning bid and do not sign the Concession Contract within the time defined by ANP.

4.3.7 Return of Guarantees

The Bid Guarantees that are not associated to the valid proposals shall be returned together with

all the necessary documentation for their cancellation.

The Bid Guarantees associated to the valid proposals, even in partial amount, will only to be

returned after the signing of the Concession Contract.

The Bid Guarantees will be returned within 15 (fifteen) days after scheduling at the Bidding

Superintendence of ANP.

If the company does not withdraw the guarantees, they will be archived.

4.4 Composition of the Bids

The bids will be composed by Signature Bonus, Minimum Exploratory Program and Commitment ofLocal Content.


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4.4.1 Signature Bonus

The Signature Bonus corresponds to the bid amount for obtaining the concession of the Block to be

bid and must be paid by the successful vendor, in a single payment, within the time limit set by

ANP, for the signing of the Concession Contract.

The bid Signature Bonus may not be lower than the minimum amount established for each of the

Blocks on bid, as related in Table 14, Annex XII Error! Reference source not found.of this

Preliminary Tender Protocol. Any bid with a Signature Bonus inferior to the minimum amount set for

the Block in question will be disqualified.

4.4.2 Minimum Exploratory Program

The Minimum Exploratory Program, expressed in Units of Work (UTs), corresponds to the set of

exploratory activities to be performed by the dealer. The Minimum Exploratory Program on bid shall

be fulfilled during the first period of the exploitation phase.

The accepted exploratory activities and the equivalence relationship of the UTs, with the respective

amounts of the financial guarantee of the Minimum Exploratory Program, are shown in Table 15

Error! Reference source not found.of Annex XIII Error! Reference source not found.of this

Preliminary Tender Protocol.

Only the bids of Minimum Exploratory Program expressed in whole numbers of Units of Work and

amount equal to or greater than the minimum established for each Block will be accepted, as

related in Table 14Error! Reference source not found., Annex XII Error! Reference source not

found.of this Preliminary Tender Protocol. Any bid with an Exploratory Program inferior to theminimum amount set for the Block in question will be disqualified.

4.4.3 Commitment to Local Content

It will be considered, for the purpose of score, only the percentage of Local Content understood

between the minimum and maximum amounts, as defined in Table 11 Table 11 11of this


Annex XIV Error! Reference source not found.of this Preliminary Tender Protocol contains tables

with the minimum Local Content percentage per item and sub-item to be bid. The bid will be made

after the completion of the commitment of Local Content for each of the items and sub-items

related in the tables of Annex XIV Error! Reference source not found.in amounts equal to or

greater than the minimum established. The global percentage of Local Content in the Phase of

Exploration and Development Stage of Production, to be considered during the bid, will be

generated automatically by the program of information technology supplied by ANP, as provided for

in Section 4.5 4.5 of this Preliminary Tender Protocol, and will be calculated from the percentage of


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Local Content offered for each of the items and sub items related in the tables in the of Annex XIV

Error! Reference source not found., weighted by the weight of the said item and sub item in the

planned investment for the respective activity (exploration or development of production). The

weight of each item should be proposed on the basis of the total cost of the company.

Table 11 11 - Minimum and Maximum Local Content to be considered in bids for the ExploitationPhase and Stage of Development of Production

Location of the BlockExploration Phase Stage of Development

Minimum (%) Maximum (%) Minimum (%) Maximum (%)

Deep Water

P*> 400 m37 55 55 65

Shallow Water100 m < P* 400 m

37 55 55 65

Shallow Water

P*100 m51 60 63 70

Shore 70 80 77 85

* P = depth in meters

4.4.3.1 Local Content Bid in Shallow Water

The Blocks located in depth less than 100 meters can be identified in Table 12 Table 12 12of this


In addition to these, Table 12 Table 12 12lists the Blocks located on the bathymetric quota of 100

meters in depth, which were considered as Blocks located in depth lower or equal to one hundred

meters ( 100 meters) for the purpose of fitting the tracks laid down for the minimum and maximum

percentage of the bid of Local Content. Such definition took into account the most representative

portion of the Block in relation to depth range.


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Table 12 12 - List of Blocks found in Shallow Water lower than 100 m

Basin Sector Blocks

Foz do

AmazonasSFZA-AR2

FZA-M-321FZA-M-388

FZA-M-389

FZA-M-391

FZA-M-393

FZA-M-454

FZA-M-455

FZA-M-457

FZA-M-459

FZA-M-461

FZA-M-463

FZA-M-530

FZA-M-531

FZA-M-535

FZA-M-537

FZA-M-604

FZA-M-609

FZA-M-641

FZA-M-643

Barreirinhas SBAR-AR2

BAR-M-250

BAR-M-270

BAR-M-291

BAR-M-313

4.5 Submission of Bids

The process of submission of bids and determination of the winning bid will be guided by the

following rules:

The bids should be drawn up in standard forms and submitted in a sealed envelope, with

cover and forms generated by specific computer program developed by ANP, which will beavailable in the Internet on ANP specific web page to the Eleventh Bidding Round, and

delivered to CEL, at the time and location of bidding.

The envelope should contain the bid forms signed by the Accredited Representative of the

company and the version of the forms in digital format. The bid in digital format will be

approved with the printed version, which is the only official version. If there is any


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discrepancy between the written and digital part, or technical problems in the digital version,

the written and printed document will go.

The bids should be individual to each bid block. No bids will be accepted for groups of

Blocks.

The bids of a company or consortium of companies to Blocks located in a certain sector

should be presented in a single envelope containing the individual bids for each Block of

this Sector. If a company submits bids in different consortia for distinct Blocks located in the

same sector, the bids must be presented in separate envelopes.

No company, as established in article 38, section IV, of Law no. 9,478/97, may make more

than one bid to a same Block, either individually or in consortium. This limitation is also

extended to companies of the same corporate group. All bids involving the same company

or companies of their corporate group, in the same Block, will be contested by CEL.

The company or other companies in the same corporate group may participate in other

consortia to make bids for different Blocks.

The bids may be made by any company, qualified as Operator in the minimum required

category for the Sector where the Blocks subject of the bid are located, or by any

consortium in which all member companies have been individually qualified and the leader

of the consortium has been qualified as Operator in the minimum required category for the

Sector where the Blocks subject of the bid are located.

To submit bids, the company which wishes to act as Non-Operator must demonstrate, by

means of the documents mentioned in Section 3.5.4 3.5.4 of this Preliminary TenderProtocol, it has a Net Asset equal to or greater than 50% (fifty percent) of the amount of the

Minimum Net Asset required for the respective Operator of the Operational Environment

where the Block object of bid is located.

The CEL will verify the completion of the envelopes and their documents included, and may,

at its sole discretion, request relevant corrections.

The envelopes containing the bids will be opened immediately after the closing date for their

presentation and will be analyzed by CEL.

The winning bids for each Block in a given Sector will be released before the opening of the

process of submission of bids for the next Sector.

Only the bids made exclusively according to the instructions in this Preliminary Tender

Protocol will be accepted.

The proceedings shall be public and performed in a transparent manner.


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4.5.1 Criterion for determination of bids

The assessment of bids will be done through the allocation of scores and weights, as shown below.

The Signature Bonus must weight 40% in the calculation of the final score to be allocated to

the company or competitor consortium, as detailed in Section 4.4.1 4.4.1 of this PreliminaryTender Protocol.

The Minimum Exploratory Program must weight 40% in the calculation of the final score to

be allocated to the company or competitor consortium, as detailed in Section 4.4.2 4.4.2 of

this Preliminary Tender Protocol.

The Local Content must weight 20% in the calculation of the final score of the company or

competitor consortium, as detailed in Section 4.4.3 4.4.3 of this Preliminary Tender

Protocol. Of this total, 5% will be allocated to the Local Content offered for the Exploitation

Phase and 15% will be allocated to the Local Content offered for the Development Phase of

Production.

Thus, for a maximum of 100 points, the final score to be allocated to a particular company will

consist of 4 (four) parts, calculated as follows:

FINAL SCORE = SCORE 1 + SCORE 2 + SCORE 3 + SCORE 4

4.5.2 Details on the calculation of the Final Score

The scores 1, 2, 3 and 4 will be calculated with five (5) decimal places, disregarding the amounts

from the sixth decimal place. The Final Score will be calculated by the sum of scores 1, 2, 3 and 4

and will be rounded to 4 (four) decimal places. When the fifth decimal place of the Final Score is

equal to or greater than 5 (five), the fourth decimal place will be rounded up.

$)

$)

R

R

(ofertadoraAssinatudeBnusMaior

(ofertadoaAssinaturdeBnusx401NOTA

ExploraodeFasenaofertadoCL(%)Maior

ExploraodeFasenaofertadoCL(%)x52NOTA

mentoDesenvolvideEtapanaofertadoCL(%)Maior

mentoDesenvolvideEtapanaofertadoCL(%)x153NOTA

UTsemofertadoPEMMaior

UTsemofertadoPEMx404NOTA


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The bids will be classified according to the descending order of scores, being declared the winner

the competitor whose bid obtains the greatest Final Score.

The CEL will carry out the analysis, evaluation and classification of the bids strictly in accordance

with the criteria set out in this Preliminary Tender Protocol and in Law no. 9,478/97, downgrading

the bids that do not meet the pre-set requirements.

When two or more competitors get the same score and the provisions of article 42 of Law no.

9,478/97 are not applicable, a new deadline will be given so the tied competitors may present new

bids. In any case the bids may be lower than the previous bids, both with regards to the Signature

Bonus, and as regards the Minimum Exploratory Program and Commitment of Local Content. The

timetable for the submission of new bids will be determined by the President of CEL. If these

competitors do not present new bids or a new tie is found, the draw will be used as a criterion of

umpire, performed in public act, at a time and place designated by CEL.

4.6 Submission of Bids in Consortium

To participate in the Eleventh Bidding Round, the company will have to qualify individually.

However, the submission of bid by companies in consortia that meet the following requirements will

be accepted:

Each consortium should count on at least one company qualified as Operator in the

minimum required category for the sector where the Blocks object of the bid are located,

without prejudice to the joint liability of the other consortia, which should meet, at minimum,

the requirements of qualification in the Non-Operator category defined in this Preliminary

Tender Protocol.

The company in the condition of Operator may not have less than 30% share in the

consortium.

Each of the other companies in the consortium should have a minimum share of 5% in the

consortium.

The companies must demonstrate a commitment to establish the consortium, subscribed by

the consortium system, with indication of the leader company, responsible for the

consortium and for the operations, according to the envelope cover model as described inSection 4.5 4.5 of this Preliminary Tender Protocol.

If any company leaves the winning consortium in the period between the delivery of the envelopes,

containing the bids, and the signing of the Concession Contract, the other companies should take

the commitments of the quitter company. In no event new members will be accepted in the

consortium in this period.


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5 APPROVAL OF THE JUDGMENT

The final result of the bidding of each Block will be part of the Assessment Report in which the CEL

will propose the award of the purpose of the bidding to the company or consortium of companies

declared as winner. The aforementioned report shall also include information about the bids that

were not successful and, possibly, the disqualified or declared ones, in an informed andunenforceable way.

The Assessment Report will be submitted to the Board of Directors of ANP.

Once the Assessment Report is approved, in whole or in part, ANP will publish the outcome of the

judgment of the bidding in the Official Gazette and in large-circulation newspapers.

Once the outcome of the judgment of the bidding is published, ANP shall convene the successful

companies for the signing of the Concession Contracts in accordance with the schedule in Table 1

Table 1 1of this Preliminary Tender Protocol.

ANP will publish the copies of the Concession Contracts signed in the Official Gazette.


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6 REQUIREMENTS FOR SIGNING THE CONCESSION CONTRACT

For the Blocks of this bidding, Law no. 9,478 /97 establishes the exploration and production of oil

and natural gas m