joint invitation to submit an expression of interest …€¦ · (“gohua/ damco”), mytilineos...

JOINT INVITATION TO SUBMIT AN EXPRESSION OF INTEREST AND REQUEST FOR

BINDING OFFERS

For the acquisition of 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses

Athens, 8 March 2019

Invitation to submit an Expression of Interest and Request for Binding Offers

Acquisition of a 100% of the share capital of the Meliti and or the Megalopoli Divestment Businesses

1

This invitation to submit an Expression of Interest and Request for Binding Offers (the

“Invitation”) relates to the process described in and launched pursuant to the Commitments to the

European Commission entered into on 19.01.2018 by the Hellenic Republic (COMP/38.700 – Greek

lignite and electricity markets), which were made legally binding by the European Commission on

17.04.2018, Law 4533/2018 (the “Law”) on structural measures for allowing access to lignite and the

further opening of the wholesale electricity markets, as subsequently amended by Law [•/2019], and

other provisions as well as the Government Council for Financial Policy Decision of 19.05.2017.

PPC has decided to distribute this Invitation in connection with the acquisition of a 100% interest of

the Meliti and / or the Megalopoli Divestment Businesses (the "Tender Procedure") consisting of

the Lignitiki Melitis S.A. and Lignitiki Megalopolis S.A. respectively to the following:

(a) Interested parties that fulfill the eligibility requirements to participate in the Tender Procedure in

accordance with the terms and conditions set out herein (each an "Eligible Participant")

(b) Interested Parties that have already demonstrated successfully their legal, financial and technical

capacity at the qualification stage of the Invitation to submit an Expression of Interest dated 31 May

2018 and the Consortia thereof, i.e: Beijing Guohua Power Company Limited and Damco Energy S.A

(“Gohua/ Damco”), MYTILINEOS S.A, INDOVERSE (CZECH) COAL INVESTMENTS LIMITED

(“Sev.Energy”), Energetický a průmyslový holding a. s, GEK TERNA S.A, ELVALHALCOR

HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.

Confirmed Eligible Participants may share information with Intended Recipients (as such are defined

hereinbelow) in accordance with and to the extent permitted by the present Request and the

Confidentiality Agreement.

Invitation to Submit an Expression of Interest and Request for Binding Offers

100% of the share capital of the Meliti and /or the Megalopoli Divestment Businesses

2

TRANSACTION SCOPE AND OVERVIEW

1. Introduction

This Invitation sets out the terms, conditions and process to solicit Expressions of Interest from the

Interested Parties wishing to participate in the Tender Procedure and submit Binding Offers for the

acquisition of a 100% interest of the Meliti and / or the Megalopoli Divestment Businesses.

Also, the purpose of the Invitation is to determine the process and requirements of the preparation and

submission of Binding Offers by Confirmed Eligible Participants and define the legal, financial and

other requirements to be met by their Binding Offers.

Pursuant to this Invitation, the Seller invites each Confirmed Eligible Participant to submit a fully

financed, legally binding, unconditional and irrevocable offer, in cash, for the acquisition of 100% of

the share capital of the Meliti and /or the Megalopoli Divestment Businesses on the basis of the terms

featured in the Final Version of the SPAs (as defined below).

HSBC France, Athens Branch and DLA Piper UK LLP act as the Seller's Advisors for the Tender

Process and the Transaction.



3

2. Definitions

Affiliated Entities: legal entities affiliated in the sense of Article 32 paragraph 2 of Law 4308/2014.

Beneficial Owner: as defined in Article 3 point (6) of Directive (EU) 2015/849 of the European

Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for

the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of

the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European

Parliament and of the Council and Commission Directive 2006/70/EC.

Bid Bond: the letter of guarantee produced by each Confirmed Eligible Participant in Folder A of its

Binding Offer, in accordance with Article 11.1 hereof.

Binding Offer: the binding offer to be made by the Confirmed Eligible Participants for the acquisition

of 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses, consisting

of Folder A and Folder B, in accordance with the terms and conditions specified in the Invitation.

Business Day: any day (except Saturday and Sunday or official public holiday in the Hellenic

Republic), on which the banks are open in Athens, Greece.

Confidentiality Agreement: the agreement between the Seller and Confirmed Eligible Participants

relating to the non-disclosure of information, to which Confirmed Eligible Participants have already

or shall become privy through their access to the Virtual Data Room and participation in the

negotiations with the Seller regarding the Tender Procedure. The term ‘Confidentiality Agreement’

denotes either the relevant agreement, whereinto Confirmed Eligible Participants have entered in the

framework of the Legacy Tender Procedure or the relevant agreement, whereinto Confirmed Eligible

Participants that did not participate in the Legacy Tender Procedure, but respond to this Invitation and

as per the terms thereof, shall be entering into.

Confirmed Eligible Participant: the Eligible Participant that has duly executed a Confidentiality

Agreement. For the avoidance of doubt, unless the context otherwise requires, references in herein to

a "Confirmed Eligible Participant" shall mean both individual Confirmed Eligible Participants and the



4

Consortia thereof that satisfy the requirements and conditions set out herein and have been approved

by a Seller’s Board resolution as such.

Draft SPAs: the draft Share Purchase Agreement to be entered into between the Preferred Strategic

Investor(s) and the Seller and which will be provided to the Confirmed Eligible Participants according

to Article 15 hereof.

Eligible Credit Institution: a credit institution as defined in EU Regulation 575/2013 which (i) is

established in an EEA or OECD member state or member country1, and (ii) has a long-term credit

rating CCC+/Caa2 or higher by at least two of Standard & Poors, Fitch and Moody's.

Eligible Participants: the Interested Parties qualifying for Phase B of the Tender Procedure.

Expression of Interest: the documents submitted by the Interested Parties in Phase A of the Tender

Procedure in order to express their interest to participate in the Tender Procedure; this submission

consists of a letter of Expression of Interest accompanied by the Supporting Documents.

Final Version of the SPAs: the final version of the Share Purchase Agreements to be entered into

between the Preferred Strategic Investor(s) and the Seller and which will be provided to Confirmed

Eligible Participants according to Article 15 hereof.

Financial Advisor: HSBC France Athens Branch (“HSBC”)

Financial Consideration: the total cash consideration that a Confirmed Eligible Participant offers to

pay the Seller for the acquisition of a 100% of the share capital of the Meliti and / or the Megalopoli

Divestment Businesses.

Financial Offer: the fully financed and binding financial offer (to be in cash) submitted by a

Confirmed Eligible Participant for the acquisition of a 100% of the share capital of the Meliti and / or

the Megalopoli Divestment Businesses in accordance with Article 12.1 hereof, in the form set out in

Part B -Annex 2 of this Invitation.

Folder A: the folder that contains the documents referred to in Article 11 hereof.

1 For the avoidance of doubt, credit institutions that operate branches in an EEA Member State or OECD

Member Country are deemed as Eligible Credit Institutions for the purposes of the present Invitation.



5

Folder B: the folder that contains the documents referred to in Article 12 hereof.

Intended Recipient: any person to whom information concerning the Tender Procedure may be

disclosed by a Confirmed Eligible Participant, in accordance with the provisions set out in the

Confidentiality Agreement, and exclusively for the purpose of the Confirmed Eligible Participant’s

and/or the Intended Recipient’s participation in the Tender Procedure to the extent that each Intended

Recipient acts in the above capacity, and not in any other capacity (including, without limitation,

acting as agent for any third party).

Interested Parties: legal entities or consortia thereof wishing to participate in the Tender Procedure

and having submitted an Expression of Interest.

Legacy Tender Procedure: the tender procedure launched with an invitation of expression of interest

dated May 31st, 2018 and completed with PPC’s Board of Directors’ resolution dated February 8

th,

2019 for the acquisition of 100% of the share capital of the Meliti and/or the Megalopoli Divestment

Businesses pursuant to which no transaction for said Businesses was completed due to non-

compliance of the submitted offers to the terms set out in the Request for Binding Offers issued by the

Seller on July 6th, 2018.

Legal Advisors: DLA Piper UK LLP

Legal Representative: the duly authorized representative of a Confirmed Eligible Participant.

Law: Law 4533/2018 on structural measures for allowing access to lignite and the further opening of

the wholesale electricity markets and other provisions as has already been or will be amended during

the Tender Procedure.

Non Disclosable Information: the confidential information of technical, financial, accounting, tax

and/or commercial nature regarding each Confirmed Eligible Participant.

Offer Documents: the documents included in Folder A and Folder B of the Binding Offer, as provided

in Part B of the present Invitation.

Performance Guarantee: the irrevocable, unconditional on-demand letter of guarantee corresponding

to the amount to be communicated in due course by the Seller as issued by an Eligible Credit



6

Institution and produced by the Preferred Strategic Investor(s) (OR, as the case may be, any Reserve

Strategic Investor who becomes the Preferred Strategic Investor) in accordance with Article 17

hereof.

Phase A: the first phase of the Tender Procedure (qualification stage) concluded with the qualification

of the Eligible Participants.

Phase B: the second phase of the Tender Procedure concluding with the selection of the Preferred

Strategic Investor(s) and the execution of the SPAs.

PPC: Public Power Corporation of Greece S.A.

Preferred Strategic Investor(s): the Confirmed Eligible Participant(s) to be selected through the

Tender Procedure to acquire 100% of the share capital of the Meliti and/or the Megalopoli Divestment

Businesses.

Process Agent: the person appointed by each Confirmed Eligible Participant as the person competent

to send and receive notifications between the said Confirmed Eligible Participant and the Seller and/or

the Seller's advisors: a) prior to the Submission Date b) after the Submission Date

Properly Sealed (Folders): an envelope or package, which is non-transparent and may not be unsealed

and resealed without leaving a trace.

Qualified Eligible Participant: the Confirmed Eligible Participant, whose Folder A successfully

passed the relevant assessment and has been qualified for the second stage of evaluation of its Binding

Offer.

Seller: PPC being the sole owner of 100% of the existing shares in the Divestment Businesses.

Solemn Declaration: any relevant or required solemn declaration according to law 1599/1986 (for

Confirmed Eligible Participants established in Greece), or sworn or solemn declaration before a

competent judicial or administrative authority or public notary or any other competent authority,

according to the law of the country of origin of the Confirmed Eligible Participant (for Confirmed

Eligible Participants not established in Greece), as lawfully signed and executed.



7

SPAs: the share purchase agreements to be entered into between the Seller and the Preferred Strategic

Investor(s) with respect to the Transaction(s).

Submission Date: the date, until which the Confirmed Eligible Participants are required to submit to

the Seller their Binding Offer, as prescribed in Article 5 hereof, or as amended and notified to them

via the VDR or by e-mail sent to their Process Agent.

Supporting Documents: the documents submitted with the letter of Expression of Interest and which

detail the eligibility of the Intesested Party making the submission.

Tender Procedure: the international public tender process consisting of two segments carried out

simultaneously by means of which a 100% of the share capital of the Meliti and / or the Megalopoli

Divestment Businesses is to be acquired by the Preferred Strategic Investor(s) that shall be selected

through said Procedure.

Transaction(s): the sale by PPC of 100% of the share capital of the Meliti and / or the Megalopoli

Divestment Businesses to the Preferred Strategic Investor(s).

Transaction Closing: the consummation of the Transaction, which shall take place following

satisfaction of all conditions precedent provided in the SPAs and/or the Request for Binding Offers,

including all necessary approvals from the competent authorities having been obtained, and the legal

requirements having been fulfilled, and shall consist in the transfer of title over 100% of the share

capital of the Meliti and / or the Megalopoli Divestment Businesses to the Preferred Strategic

Investor(s).

Vendor Due Diligence Reports: the due diligence reports already prepared by the Seller or its advisors

on its behalf and shares in the framework of the Legacy Tender Procedure.

Virtual Data Room or VDR: the virtual data room, to which each Confirmed Eligible Participant shall

gain access upon written acceptance of the VDR Rules and signing of the Confidentiality Agreement.

VDR Rules: the rules introduced by PPC and accepted in writing by the Confirmed Eligible

Participants in order for them to be granted access to the VDR regulating the access to and activity of

each Confirmed Eligible Participant in the VDR.



8

PART A

Expression of Interest

The purpose of this Invitation by the Seller is to solicit Expressions of Interest from the Interested

Parties wishing to participate in the Tender Procedure which should meet the eligibility requirements

criteria.

Eligibility Requirements

1. General

Interested Parties and their Consortia thereof should meet all the requirements listed in this Invitation

in order to acquire the status of an Eligible Participant and participate in the Tender Procedure.

Interested Parties and the Consortia thereof which do not satisfy the requirements set out in the

Invitation will be disqualified. In case of a Consortium, each and every consortium member should

satisfy the eligibility requirements set out in articles 3.3 (Legal Eligibility Requirements) while at

least one consortium member should meet the Financial and Technical Eligibility Requirement set out

in articles 3.1 and 3.2 herein. If such eligibility requirements are not met accordingly, the entire

Consortium shall be disqualified. Interested Parties qualified as Eligible Participants must comply

with all the requirements of the Invitation throughout the Tender Procedure.

2. Bidding consortia

Legal entities may form bidding consortia to participate in the Tender Procedure provided that they

meet the terms and conditions set out in this Article.

2.1 Changes in the composition of a consortium

After the announcement of the Eligible Participants by the Seller, the participation of third parties (not

being Eligible Participants but meeting the criteria of the present Invitation) through formation of

consortia with Eligible Participants as well as formation of consortia among Eligible Participants,



9

irrespectively of the participation of an Eligible Participant in a different Consortium during Phase A

and/or replacement of a member of consortium of an Eligible Participant by another affiliate or entity,

shall be allowed under conditions to be specified in the Request for Binding Offers. Furthermore,

Confirmed Eligible Participants that qualified as such during the Legacy Tender Procedure that were

members in Consortia duly formed in the framework of such Legacy Tender Procedure may form

consortia with other Confirmed Eligible Participants (either having already participated alone or as

part of a Consortium in the Legacy Tender Procedure or responding to the current Invitation). For the

avoidance of doubt in case Confirmed Eligible Participants that qualified as such during the Legacy

Tender Procedure opt for forming, switching or joining a Consortium (regardless of whether such was

Consortium was duly formed in the framework of the Legacy Tender Procedure or not) the

requirement that at least one consortium member should meet the Financial and Technical Eligibility

Requirement set out in articles 3.1 and 3.2 herein should be fulfilled at all times.

2.2 Joint Liability

All members of a consortium shall be jointly and severally liable to the Seller in connection with all

matters relating to the Tender Procedure and the Transaction.

2.3 Legal Formation

The Preferred Strategic Investor(s) may be required to establish special purpose vehicle(s) for the

purposes of the Transaction.

3. Eligibility Requirements

Expressions of Interest from any Interested Party should be supported by the documentation specified

in this Section of this Invitation.

3.1 Technical Eligibility Requirements

3.1.1. Each Interested Party must also in accordance with the relevant provisions of the Law

provide evidence that:

– they have proven experience in the electricity markets, including but not limited to experience

in electricity production, administration and operation of power generation units



10

3.1.2. The Seller reserves the right to disqualify any Interested Party in cases where there are

grounded concerns regarding the Interested Party’s prospective ability to obtain any necessary

regulatory approvals.

3.1.3. In cases of bidding Consortia, at least one of their members shall meet the requirements of

the present article.

3.1.4. Interested Parties acting individually or as members of bidding Consortia may rely on the

technical capacity of their shareholder (s) and/or their affiliates to demonstrate fulfilment of the

technical eligibility requirements furnishing adequate documentation to prove such reliance.

3.2 Financial Eligibility Requirements

Each Interested Party must comply with the Financial Eligibility Requirements as described below.

3.2.1. If the Interested Party is an entity preparing audited financial statements, its average

(consolidated if applicable) shareholders' equity based on its annual audited (consolidated if

applicable) financial statements for its 3 most recent financial years must equal Euro 100 million or

higher.

In the event an Interested Party or a consortium member has merged with or acquired any businesses

during the last three financial years, the financial qualification requirements may also be met at the

discretion of the Interested Party on the basis of audited pro-forma financial statements, prepared on

the assumption that the merger or the acquisition took place at the beginning of the three year period.

If a legal entity has been incorporated for less than three (3) financial years, the Seller will take into

account only the years for which annual (or of a greater duration) audited (consolidated if applicable)

financial statements have been produced.

If a member of the consortium of an Interested Party is a fund manager or private equity firm it must

have active committed funds of at least Euro 100 million according to the most recent audited

financial statements (or consolidated financial statements as the case may be) or its auditor reports or

a relevant certification verified by an auditor.



11

3.2.2 In cases of bidding Consortia, at least one of their members shall meet the requirements of the

present article.

3.2.3. Interested Parties acting individually or as members of bidding Consortia may rely on the

financial capacity of their shareholder (s) to demonstrate satisfaction of the financial eligibility

requirements furnishing adequate documentation to prove such reliance.

3.3 Legal Eligibility Requirements

3.3.1. Each Interested Party must also in accordance with the relevant provisions of the Law provide

evidence that they are independent to PPC. The following Interested Parties or members of the

Consortia of Interested Parties shall be disqualified from further procedure:

3.3.2. which have been convicted by final judgment, in any jurisdiction, for serious criminal offences

related to their professional/business conduct, as specified below. This disqualification requirement

shall also apply to their legal representative(s) and (if applicable) the executive members of their

Board of Directors.

Serious Criminal offences related to the professional /business conduct include embezzlement, fraud,

extortion, forgery of documents, bribery, corruption, perjury, fraudulent bankruptcy, horizontal

agreements-cartels, and also:

- participation in a criminal organization (as defined in article 2 paragraph 1 of the Council

Framework Decision 2008/841/JHA of 24 October 2008 on the fight against organized crime – OJ L

300, 11.11.2008, p. 42–45);

- corruption (as defined in article 3 of the Convention on the fight against corruption involving

officials of the European Communities or officials of Member States of the European Union - OJ C

195, 25.6.1997, p. 1–11 and article 2 paragraph 1 (a) of the Council Framework Decision

2003/568/JHA of 22 July 2003 on combating corruption in the private sector – OJ L 192, 31.7.2003,

p. 54–56);

- fraud (in the meaning of article 1 of the Convention on the protection of the European Communities'

financial interests, drawn up upon Council Act of 26 July 1995 - OJ C 316, 27.11.1995, p. 48–57);



12

- money laundering or terrorist financing (as defined in article 1 paragraph 2 of Directive 2005/60/EC

of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the

financial system for the purpose of money laundering and terrorist financing – OJ L 309, 25.11.2005,

p. 15–36); and

3.3.3. if:

i. they are bankrupt or subject of insolvency or winding-up proceedings, where their

assets/affairs are being administered by a liquidator or by the court, where they have entered

into an arrangement with creditors, where they have suspended business activities or are in

any similar situation arising from a similar procedure under any applicable laws and

regulations;

ii. they are the subject of proceedings for a declaration of bankruptcy, for an order for

compulsory winding up or administration by the court or of an arrangement with creditors or

of any other similar proceedings under national laws and regulations;

iii. they have been excluded from participating in public tender procedures in Greece or in any

other country by virtue of an irrevocable decision of any public or judicial authority;

iv. they have not complied with their tax or social security contributions obligations in

accordance with any applicable laws and regulations.

3.3.4 and if the Seller demonstrates by appropriate means that such Interested Party and/or their

consortium member and/or their legal representative(s) and (if applicable) the executive members of

their Board of Directors:

i. has been held liable of grave professional misconduct;

ii. has been held liable for serious violation of applicable environmental, social or labor law

obligations pursuant to a final judgment of any competent court or judicial body.

iii. has been undertaken activities aimed at distorting fair competition in the market



13

4. Contents of the Expression of Interest

The Expression of Interest which Interested Parties are asked to submit should include the following

in the form and order outlined below:

4.1 A letter of Expression of Interest including the following and presented in the order set

out below:

a) The Interested Party's full name, address and registered offices, phone and fax numbers, e-

mail address, internet website address (if available). Also confirmation that the Interested

Party is acting on its own account and not as agent.

b) Details of the composition of the Board of Directors or other relevant administrative or

corporate bodies and of the persons which legally represent it.

c) Details on the shareholding or partnership structure of the Interested Party up to the beneficial

owner (corporate tree), including details on the registered office of any person having a

controlling interest in the Interested Party.

d) In the case of a consortium, the information mentioned in (a), (b) and (c) above for each

member, the percentage of participation of each member in the consortium, as well as the

designation of the Technically Competent Consortium Member.

e) Details of the sources the Interested Party intends to use, and has access to, in order to fund

the Transaction, including debt and equity financing.

f) Names and contact details of the Interested Party's primary contact person(s) as well as details

of any advisors already appointed or intended to be appointed

4.2 Supporting Documents

The letter of Expression of Interest must be accompanied by the Supporting Documents set out in

paragraphs 4.2.1, 4.2.2, 4.2.3 and 4.2.4. If the Interested Party is a consortium, the documents set out

in paragraphs 4.2.1, 4.2.3 and 4.2.4 must be submitted by all consortium members, while regarding

the documents described in paragraph 4.2.2 it is sufficient that they be submitted by the Technically



14

Competent Consortium Member. All supporting documents may be submitted in Greek or English or

in their original language thereof provided that an official translation is furnished with the original.

4.2.1 General Supporting Documents

a) A Solemn Declaration (attached herein as Part A- Annex 1) signed by the legal representative and

confirming that

i) the Interested Party unconditionally accepts the terms of the Tender Procedure;

ii) there are no matters which restrict the Interested Party from submitting the Expression of

Interest and the Interested Party's Board, investment committee or any other body with

equivalent decision-making authority has consented to the Interested Party's response to the

Invitation;

iii) the participation in the Tender Procedure takes place at the sole risk and expense of the

Interested Party and, moreover, the participation as such or the dismissal of an Expression of

Interest do not, in any case, establish any right to compensation from the Seller or its

advisors;

iv) at the date of signing of the Solemn Declaration all the information, statements,

declarations and Supporting Documents and other accompanying documents submitted along

with the letter of Expression of Interest, as well as the letter of Expression of Interest, are true

and accurate.

b) The most recent certificate from the pertinent company registry or other equivalent document(s)

issued or taken from the record of such company registry or equivalent agency, evidencing the

incorporation and registration of the company with the competent authorities in the country of its

current establishment and its existence as at the date of issuance of the certificate. Same documents

should be submitted with respect to any person having a controlling interest in the Interested Party.

c) Document(s) evidencing the representative authority of the company’s legal representative(s) (e.g.

managing directors, executive directors, etc.), as currently in force, validly certified within the last

three (3) months before submission of the Expression of Interest by a competent public authority, a

notary public, a company secretary, a qualified and practicing lawyer or another person legally



15

empowered to such certification. The persons who sign the Invitation must have adequate

authorization and the relevant document(s) evidencing such authority must be included in the

submitted documents. If the laws of the country of establishment of the legal entity require the

publication of the identity of the persons representing the legal entity, a copy of the publication must

also be submitted (e.g. Government Gazette Bulletin).

d) Confirmation of the legal entity’s shareholding structure including ultimate beneficial owners

holding ten per cent (10%) or more of its share capital. Such information is not necessary with respect

to the shareholders of legal entities listed on a stock exchange or regulated by a relevant financial

authority in an EU or EEA or OECD jurisdiction, provided that relevant certification by the respective

stock market /financial authority is furnished. In the case of fund managers or private equity firms,

also the relevant registration documentation, administration agreement and/or equivalent document

for the investment manager of the fund needs to be provided.

4.2.2. Supporting Documents evidencing the fulfillment of the Technical Eligibility

Requirements

Interested parties or their Consortia shall submit any relevant documentation proving the satisfaction

of the Technical Eligibility Requirement.

4.2.3. Supporting Documents evidencing the fulfillment of the Financial Eligibility

Requirements

a) Legal entities preparing audited financial statements: financial statements (or consolidated financial

statements as the case may be) of the three (3) most recent financial years audited by an

internationally reputable auditing firm.

b) Fund managers or private equity firms: either the most recent audited financial statements (or

consolidated financial statements as the case may be) or auditor reports or relevant certification

verified by an auditor and issued within six (6) months prior to the Expression of Interest date, in all

cases the auditor being an internationally reputable audit firm. The Seller shall be entitled to request

the auditor’s report or certification mentioned in the previous sentence, even if the Interested Party

has already submitted its financial statements.



16

Each Interested Party or member of a consortium must submit a reference letter or letter of

recommendation issued by a bank or credit institution established in an EU, EEA or OECD member

state or member country (the “Bank Reference Letter”). The Bank Reference Letter must be drafted

according to the template attached herein as Part A - Annex 4 (the “Bank Reference Letter Template”)

and specify the contact details of at least one (1) officer or associate of the institution issuing the Bank

Reference Letter who must be contactable and able to provide details regarding the Interested Party

(or consortium member) upon request.

c) Any other relevant documentation or information that will demonstrate the fulfillment of the

financial eligibility requirements by the Interested Party.

4.2.4. Supporting Documents evidencing the fulfilment of the Legal Eligibility Requirements

a) An extract from the relevant register, such as judicial records or, failing that, of an equivalent

document issued by a competent judicial or administrative authority in the country of origin

(establishment) of the Interested Party showing that those requirements have been met;

b) If any document required under a) above or an official statement of the relevant authority

confirming that such document may not be issued may not be obtained and submitted within the time

limit for the submission of the EoI, the respective Interested Party should submit a Solemn

Declaration (attached herein as Part B- Annex 2) which shall temporarily replace the missing

document. In this case the Solemn Declaration will be enclosed to the EoI while the missing

document will be submitted as soon as practicable, but not later than 30 days after the submission of

the Party’s Expression of Interest. As long as the full documentation is not submitted by the respective

Interested Party, the Seller may at its discretion reserve the access of such Interested Party to

confidential information contained in the VDR or otherwise.

5. Submission of the Supporting Documents

5.1 The submission of the Supporting Documents set out in paragraphs 4.2.1, 4.2.2, 4.2.3 and 4.2.4 of

this Section is mandatory and non-submission will result in such Interested Party being disqualified

from the Tender Procedure. The same will also apply in case an Interested Party makes any false or

inaccurate statement.



17

5.2 All documents and other evidence and declarations required hereunder must address the

corresponding requirement in sufficiently full and clear manner and otherwise be in form and

substance satisfactory to the Seller. The Seller reserves the right to disqualify Interested Parties

submitting documentation or declarations it has reason to believe are fraudulent, falsified or forged, or

in respect of which an Interested Party is unwilling or unable to provide reasonably satisfactory

clarification.

5.3 Where any of the documents provided for in paragraphs 4.2.1, 4.2.2, 4.2.3 and 4.2.4 of this

Section are not issued in the country of incorporation and/or current establishment of the Interested

Party, the latter is obliged to provide official statement of the relevant authority that such documents

are not issued, and only if this is not possible, to include a Solemn Declaration (attached herein as Part

A - Annex 3), verifying the inability of issuance. In the same declaration, the Interested Party must

confirm the facts that would have been certified in the non-existing document, as required by

Invitation.

5.4 The Expression of Interest, including both the letter of Expression and the Supporting Documents,

shall be signed by the legal representative(s) or other specifically authorized representative(s) of each

Interested Party. Signatures on the Solemn Declarations required in this Invitation should be

authenticated by any competent judicial or administrative authority, notary public or other person

legally empowered to such authentication.

5.5 Consortia must submit a joint letter of Expression of Interest and full set of Supporting Documents

for each member, unless otherwise stated in this Invitation.

5.6 The Expression of Interest must be submitted in Greek or in English. In case that the Supporting

Documents are drafted in any language other than Greek or English, they should be accompanied by

an official translation in Greek or in English. In case of any uncertainty, contradiction or discrepancy

between the translation and the original text, the Greek or English version will prevail.

5.7 All Supporting Documents must be submitted as originals or copies duly certified by a competent

public or judicial authority, a notary public, a qualified and practising lawyer or another person legally

empowered to such certification.

5.8 Where applicable all Supporting Documents must be apostilled according to the Hague



18

Convention 1961.

5.9 Interested Parties that have submitted an expression of interest and have qualified as Confirmed

Eligible Participants under the Legacy Tender Procedure are exempted from the requirement of

submitting the documents under Section 4 of the present Invitation. Instead they should submit (i) a

Solemn Declaration confirming that there has been no change in the information provided during the

expression of interest phase of the Legacy Tender Procedure; and/or (ii) a letter identifying changes to

the information provided during the expression of interest phase of the Legacy Tender Procedure

together with any supporting documentation detailing the changes and a Solemn Declaration

confirming that there has been no further change in the remaining information then provided.

Furthermore Interested Parties having qualified as Confirmed Eligible Participants under the Legacy

Tender Procedure should in the Solemn Declaration indicated under (i) hereinabove state that they are

in agreement with and fully accept any and all terms set out in the current Invitation.

5.10 In case Interested Parties that have not participated in the Legacy Tender Procedure and wish to

participate in the Tender Procedure are not able to collect and submit the documents provided under

Section 4 of the present Invitation within the time limit specified herein may submit provisionally a

Solemn Declaration (i) detailing the documents which they have not been able to timely collect; (ii)

declaring that they will provide such documents as soon as they become available and in any case

prior to the deadline set by the Seller for submission of the comments to the draft SPA as per the

timeline featured in Section B.3 hereinbelow; (iii) acknowledging that in case of failure to produce the

documents identified under (i) hereinabove in a way that is compliant with Section A.4 of the current

Invitation they shall drop their status as Confirmed Eligible Participants and will be disqualified from

the remainder Tender Procedure; and (iv) acknowledging that they are aware of the fact that other

Confirmed Eligible Participants may have already qualified under the Legacy Tender Procedure and

that they are in agreement with and fully accept any and all terms set out in the current Invitation. For

the avoidance of doubt upon issuance of the aforementioned Solemn Declaration by Interested Parties

not having qualified as Confirmed Eligible Participants under the Legacy Tender Procedure, such

Interested Parties shall be invited to sign the Confidentiality Agreement and shall provisionally

qualify as Confirmed Eligible Participants until timely (as per the former sentence) production of the

remainder eligibility documents referred to in Section A.4.



19

6. Closing Date and Submission of the expression of interest

6.1 Expressions of Interest should be submitted in accordance with the requirements stated above, by

e-mail and in person or by post, to:

Mr. Panos Paparizos, HSBC France, Athens branch

109-111 Messoghion Ave., 115 26, Athens, Greece

Email: [email protected].

Phone +30 210 696 1627

Mobile: +30 695 6302371

and marked for the attention of Mr. Panos Paparizos

Electronic submissions must be received no later than 17:00 (Greek time) on 19 March 2019 and

physical submissions as under 9.2 (ii) below must have been dispatched before 17:00 Greek Time on

19 March 2019.

6.2 All documents with respect to Phase A (that is, the letter of Expression of Interest and the

Supporting Documents) must be submitted as follows: (i) the submission by email must be in an

easily accessible format and (ii) the physical submission must be in sealed hard copy and on an

electronic storage device (e.g. CD-ROM, DVD or USB stick).

6.3 Any Expression of Interest received after 17:00 (Greek time) on 19 March 2019 will not be

accepted. Any delay by accident or for reasons of force majeure shall not be recognized as a justified

reason for late receipt of the Expression of Interest. In the case of late submission, as per the

provisions hereof, the Expression of Interest shall be returned without being unsealed.

6.4 Interested Parties may submit requests for clarifications regarding the Expression of Interest by e-

mail until 17:00 (Greek time) on 15 March 2019. Such requests should be addressed to the

representative mentioned below:

Mr. Panos Paparizos,

HSBC France, Athens branch

109-111 Messoghion Ave., 115 26, Athens, Greece

Email: [email protected].

Phone +30 210 696 1627

Mobile: +30 695 6302371



20

PART B

Submission of Binding Offers

1. Process Overview

The Seller will review the documents submitted with the expression of interest of each interested

party and will then nominate Confirmed Eligible Participants.

The Seller will review Folder A of every Binding Offer submitted and evaluate such Folder. The

Seller will thereafter decide which Confirmed Eligible Participants will be nominated as Qualified

Eligible Participants.

Folder B of the Qualified Eligible Participants' Binding Offers will be unsealed thereafter. As shall be

provided for in detail in the SPAs, the Preferred Strategic Investor(s) shall, at its own cost, use all

reasonable efforts to obtain all required regulatory and other approvals by any competent authorities

including but not limited to merger control clearance, under EU Regulation 139/2004 and/or Law

3959/2011 and/or any other applicable instrument, promptly after its designation.

Phase B will be completed with the execution of the SPAs between the Seller and the Preferred

Strategic Investor(s).

All information regarding the Divestment Businesses provided to Interested Parties and/or Confirmed

Eligible Participants throughout the Tender Procedure, including (but not limited to) information

contained in the Invitation, the Vendor Due Diligence Reports and the VDR, aims at assisting and

facilitating the Confirmed Eligible Participants to prepare and submit their Binding Offers. This

material is only offered for information purposes and is indicative and not exhaustive. No

representation or warranty is given as to the accuracy, adequacy or completeness of such information

and no responsibility or liability for any inaccuracies, oversights or omissions in or from such material

is accepted by the Seller, its advisors or any agents, servants, officers or affiliates of the Seller or its

advisors, save as may be agreed in writing as part of the SPAs. The same shall apply to all matters

related to the Legacy Tender Procedure. Confirmed Eligible Participants are required to conduct their

own investigation and data analysis regarding the Transaction, assisted by their own advisors.



21

2. General Terms

2.1. Language of the Binding Offers

The Binding Offers must be submitted in Greek or in English. In case that the Offer Documents

included in the Binding Offer are drafted in any language other than Greek or English, they should be

accompanied by an official translation in Greek or in English. In case of any uncertainty,

contradiction or discrepancy between the translation and the original text, the Seller may request

clarifications and/or a supplemental translation to be delivered in due course.

2.2. Offer Documents

All documents submitted in respect of the Binding Offer must be originals, save for that provided in

Article 11.5 hereof, which may be submitted in true copy certified by a competent judicial or public

authority/officer or notary public of the Confirmed Eligible Participant(s)’s jurisdiction of

establishment, or by a lawyer qualified and eligible to practice in Greece.

Signatures in all declarations and statements should be certified by a competent administrative or

judicial authority or a notary public.

All foreign public documents and certificates or documents executed before a foreign public or

judicial authority or notary public or documents certified by a foreign public or judicial authority or

notary public shall be affixed with the seal of the Hague Convention of 5 October 1961 (apostille).

2.3. Tender Procedure expenses and risk

Confirmed Eligible Participants shall bear any and all costs and expenses incurred by them during the

Tender Procedure.

Confirmed Eligible Participants participate in the Tender Procedure at their own risk and such

participation does not create any grounds to claim damages judicially or extra judicially against the

Seller and/or its advisors. This shall also be applicable to Confirmed Eligible Participants that

participated in the Legacy Tender Procedure and have decided to participate in the Tender Process.



22

2.4. Applicable law and jurisdiction

Any and all disputes arising from or relating to this Tender Procedure, including, but not limited to,

any disputes that may arise during Phase B of the Tender Procedure, shall be governed by the laws of

the Hellenic Republic; the courts of Athens, Greece, shall have exclusive jurisdiction to hear any

relevant claims.

2.5. Financial Offer

The Financial Offer is binding and unconditional and will become part of the SPAs.

2.6. Media release

Confirmed Eligible Participant(s) shall not make any media release or advertising pertaining to the

Tender Procedure without the prior written approval by the Seller, which shall not be withheld in

cases where any disclosure or release is required by applicable law.

2.7. Other terms

In case any day of expiration of a deadline or of expiration of a time period mentioned herein is not a

Business Day, then the said deadline or time period expiration day shall be carried forward to the next

Business Day.

The terms and conditions of the Invitation continue to apply.

3. Timetable

The following table depicts the time schedule of the milestone events of Phase B of the Tender

Process. All times and dates are indicative only and are subject to changes by the Seller; in such case,

details regarding the new dates will be uploaded to the VDR or will be sent to the Process Agents of

the Confirmed Eligible Participants.



23

Estimated

Date Action

T Release of joint Invitation to Submit an Expression of Interest and Request for

Binding Offers

T+7 Deadline to submit Expression of Interest

T+7 Execution of the Confidentiality Agreement

T+8 Opening of the VDR for Confirmed Eligible Participants (after execution of the

Confidentiality Agreement)

T+8 SPAs first draft release

T+12 – T+22 First SPA session

T+31 SPA markup

T+32 – T+45 Second SPA session

T+46 Final SPAs

T+59 Submission of Final Offers (Submission Date)

4. Access to a Virtual Data Room (VDR)

Each Confirmed Eligible Participant and its professional advisors will be granted access to a VDR

comprising of documents and information relating to the Divestment Businesses. The access to and

the use of these documents and information shall take place in accordance with the VDR Rules and

the terms of the Confidentiality Agreement.

Confirmed Eligible Participants may submit requests for clarifications with respect to the documents

and information in the VDR only in accordance with the VDR Rules.

5. Clarifications on the Request for Binding Offers

Requests for clarifications regarding the Request for Binding Offers should be submitted by e-mail in

English to the following representative:

Mr. Panos Paparizos

Tel: +30 210 696 1627

Fax: +30 210 691 1901

Email:

[email protected]

The clarifications will be provided in English.

mailto:[email protected]



24

The requests for the provision of clarifications on the Request for Binding Offers and the answers of

the Seller will be uploaded to the VDR and shall be available to all Confirmed Eligible Participants;

however, the identity of the Confirmed Eligible Participant who submitted each request shall not be

revealed.

All communications must be addressed to the Seller’s Financial Advisor’s representative mentioned

above.

6. Comments on Draft SPAs and finalisation thereof

The draft SPAs for the Transaction shall be provided in the VDR for each Confirmed Eligible

Participant’s review. There shall be one SPA per Divestment Business.

Each Confirmed Eligible Participant may provide comments to the Draft SPAs by the date provided in

Article 3. Confirmed Eligible Participants who participated in the Legacy Tender Process must submit

their comments to the draft SPAs in the format below irrespectively of whether they had submitted the

same or similar comments during such process. In case they wish to repeat a specific comment

submitted during the Legacy Tender Process, they must do that without referring to their previous

submission buy by submitting a new relevant request in accordance with the below.

Each Confirmed Eligible Participant's comments should include the following:

a) A blacklined version of the relevant Draft SPAs (both in Microsoft Word format) with all

suggested amendments and/or comments made by the relevant Confirmed Eligible Participant

to such document(s) underlined or otherwise highlighted to show changes compared to the

relevant Draft SPA.

b) A clean version of the relevant Draft SPAs (both in Microsoft Word format) incorporating the

suggested amendments and or comments made by the relevant Confirmed Eligible Participant

to such document(s); and

c) A separate document (in Microsoft Word format) providing a basic rationale and adequate

explanations pertaining to the material amendments and comments made by the respective

Confirmed Eligible Participant in respect of the relevant Draft SPAs.



25

All the above documents shall be submitted in English to the person designated under Article 12

above.

The Seller may request clarifications in respect of any suggested amendment and/or comment to the

Draft SPA provided by any Confirmed Eligible Participant; such Confirmed Eligible Participant will

be required to respond within two (2) business days from receipt of the relevant request. Such reply

should be sent by e-mail addressed to the person designated in Article 5 above.

The Seller shall in its absolute discretion evaluate, accept or reject any comments on the Draft SPAs

provided by any Confirmed Eligible Participant and reserves the right to make any additions,

deletions or amendments to such documents or completely ignore them. Once this procedure is

completed, the Seller at its absolute discretion reserves the right to upload the revised Draft SPAs to

the VDR and to ask for an additional round of comments, which will be carried out as described

above.

Following review by the Seller of any additional suggested amendments, and/or comments submitted

by the Confirmed Eligible Participants during the additional round of comments, the Final Version of

the SPAs will be circulated to each Confirmed Eligible Participant and uploaded to the VDR; on the

basis of such Final Versions each Confirmed Eligible Participant will be required to submit their

Binding Offer in accordance with the provisions of this Invitation.

7. Submission folders

7.1 General Provisions

Confirmed Eligible Participants may submit their Binding Offers in accordance with the terms and

conditions of this Invitation no later than 17:00 EEST time on the Submission Date.

The Binding Offers must be addressed to: HSBC France, Athens Branch

109-111 Messoghion Ave.

115 26, Athens Greece

Attention: Mr. Panos Paparizos, email: [email protected]

mailto:[email protected]



26

The Binding Offers must bear the following details:

"To: Public Power Corporation S.A.

Binding Offer of [...] (name of Confirmed Eligible Participant)

For Phase B of the Tender Procedure for the acquisition of a 100% of the share capital of the Meliti

and /or the Megalopoli Divestment Businesses”

Each Binding Offer must be submitted in a Properly Sealed envelope/package containing the

following:

• Folder A, which must contain all documents (in hardcopy and electronic copy), referred to in

Article 11 hereof; and

• Folder B, which must contain all documents (in hardcopy only), referred to in Article 12

hereof.

Each of Folders A and B must be Properly Sealed, be separate from each other in a separate individual

envelope/package, otherwise the Confirmed Eligible Participant will be disqualified.

In case Folder A and/or B includes documents that contain Non Disclosable Information, all such

confidential documents must be clearly marked as "Non Disclosable Information".

Confirmed Eligible Participants submitting a Binding Offer for both the Meliti and the Megalopoli

Divestment Businesses shall submit a separate Folder B for each of the Divestment Businesses they

are bidding for.

Non Disclosable Information shall be treated as confidential information, subject to the waivers and

the exceptions provided for in Article 16 hereof.

8. Form of submission

A. All documents included in Folder A of the Binding Offer must be submitted by e-mail, and, in

person or by post/courier. All submissions, electronic and physical, must be received no later than

17:00 (EEST time) on the Submission Date defined in Article 3 or as otherwise communicated by the



27

Seller. In the event of any discrepancy between the electronic and the hard copy, the hard copy shall

prevail.

B. All documents included in Folder B of the Binding Offer must be submitted only physically, in

person or by post/courier and must be received no later than 17:00 (EEST time) on the Submission

Date defined in Article 3 or as otherwise communicated by the Seller .

All above documents must be submitted as follows: (i) the submission by email must be in an easily

accessible format and (ii) the physical submission must be in sealed hard copy and on an electronic

storage device (CD-ROM or DVD) included in the respective Folder A.

Any Offers received after 17:00 EEST time on the Submission Date will not be accepted.

9. Validity period

The Binding Offers must remain valid and binding on the relevant Confirmed Eligible Participant for

a period of six (6) months after the Submission Date and this should be explicitly mentioned in the

Binding Offers. The Seller shall, without liability, reject any Binding Offer that sets a shorter period

of validity.

The Binding Offers must be automatically extendable for an additional period of six (6) months in the

event that the Confirmed Eligible Participant(s) are nominated as the Preferred Strategic Investor(s) or

as the Reserve Strategic Investor(s) under the process that will be determined and communicated by

the Seller to the Confirmed Eligible Participants in due course and, in any event, prior to the

submission of the Binding Offers, and this should be explicitly mentioned in the Binding Offers.

The validity of the Binding Offers may be further extended for such period as may be agreed in

writing between the Seller and the Preferred Strategic Investor(s) and/or the Reserve Strategic

Investor(s).

The Confirmed Eligible Participants will not be able to withdraw their Binding Offers after their

submission and for the time period provided in this Article. In case a Binding Offer is withdrawn, the

Bid Bond of such Confirmed Eligible Participant will be automatically forfeited in favour of the

Seller, without any further procedure or legal action and without prejudice to any other claims the

Seller may have against the relevant Confirmed Eligible Participant.



28

Subject to any conditions contained in the Final Version of the SPAs, the Binding Offer submitted by

each Confirmed Eligible Participant must be unconditional and without any reservations or similar

conditions, otherwise the Confirmed Eligible Participant will be automatically disqualified.

10. Eligibility and Bidding Consortia

Only Confirmed Eligible Participants are entitled to submit Binding Offers in response to this

Invitation.

10.1 Exclusivity

Unless explicitly permitted by the provisions of this Request for Binding Offers:

A Confirmed Eligible Participant, its Affiliates and its Beneficial Owners may not participate in more

than one Binding Offer for the same Divestment Business

A Confirmed Eligible Participant may participate in different Binding Offers for the two different

Divestment Businesses either individually or as a Member of the same or different Consortia. Each

Confirmed Eligible Participant (and/or each consortium member), its Affiliates and its Beneficial

Owners, and any of their respective directors, officers, employees, professional advisors and agents

are not allowed to engage into any kind of collusive tendering or conduct with any other Confirmed

Eligible Participant (and/or each consortium member), its Affiliates or its Beneficial Owners, or any

of their respective directors, officers, employees, professional advisors and agents in relation to the

Tender Procedure.

The Seller retains the right to inquire about any suspected collusion or similar behavior by Confirmed

Eligible Participants during the Tender Process and suspend such Process at any time if a suspected

collusive behavior needs to be further investigated by the Seller and/or any competent Authority.

The Seller may at any time during the Tender Process cause any Confirmed Eligible Participant or

Consortium thereof to be disqualified for any collusive conduct and report such conduct to the

competent authorities.



29

10.2 Bidding Consortia

10.2.1 Following confirmation of the Eligible Participants by the Seller, the members of an Eligible

Participant consortium may transfer part or all of their participation to other members of the same

consortium so that the part of a member is reduced or that a member which has transferred all of its

participation is no longer part of such consortium; provided that, after the changes in its composition,

such Eligible Participant (regardless whether it continues to be a consortium or not) continues to

fulfill all the requirements set out in the “Eligibility Requirements” of the Invitation and the changes

are approved by the Seller.

10.2.2 Confirmed Eligible Participants may form bidding Consortia during Phase B with a view of

submitting Binding Offers on the following conditions:

a) The formation of the Consortium by Eligible Participants needs to be notified to the Seller

ahead of the day when the first SPA sessionwill be scheduled to take place.

b) Any contractual or other documentation pertaining to the formation of the Consortium

amongst Eligible Participants must be provided to the Seller.

c) Eligible Participants continue to meet all Eligibility Criteria as stipulated in the Invitation to

Submit an Expression of Interest.

d) The formation of the Consortium needs to be approved by the Seller who may request

information or documents pertaining to the participation of the third party prior to providing its

approval.

10.2.3 Pursuant to the Invitation to submit an Expression of Interest and following the confirmation of

the Eligible Participants by the Seller, the participation of third parties (not being Eligible

Participants) through formation of Consortia with Eligible Participants, or by joining Eligible

Participant Consortia, shall be allowed on the following conditions:

a) The joining of the third party/parties needs to notified to the Seller not later than 10 days

before the submission of the Binding Offers.



30

b) The third parties should meet the Legal Eligibility Requirements prescribed in Article 3.3 of

the Invitation (Part A) and must submit all relevant documentation demonstrating the Legal Eligibility

Requirements thereof;

c) The Financial Eligibility Requirements should (continue to) be met in accordance with Article

3.2 of the Invitation (Part A);

d) The Technical Eligibility Requirements should (continue to) be met in accordance with

Article 3.1 of the Invitation (Part A);

e) The participation of third parties should be approved by the Seller, who may request

information or documents pertaining to the participation of the third party prior to providing its

approval; and

f) Upon receiving the Seller’s approval, the third parties should sign and execute the

Confidentiality Agreement, and, if they wish to have access to the VDR, accept in writing the VDR

Rules and execute the non - reliance letters

10.2.4 In all the above cases any notification to the Seller in relation to any modification or change as

stipulated above must be accompanied by the necessary Supporting Documents, as applicable,

otherwise the change shall not be approved.

10.2.5 The Seller may also request additional documents and/or information concerning the above

changes under 10.2.3 and 10.2.4 of the present Invitation and the rationale of such changes, which

shall be submitted to it within the deadline explicitly mentioned in such request.

In all the above cases the Seller has the right to ask for the submission of a joint written declaration

issued by all consortium members and confirming their Expression of Interest under the new

consortium composition with potentially identifying the role of each Consortium member in the

scheme.

In all the above cases the Seller shall notify the approval no later than ten (10) days after the

notification of any such changes. If no approval has been provided by such date, the creation of the

Consortium amongst Eligible Participants or the third party’s application to join a Consortium must

be deemed as rejected.



31

The provisions of Article 10.1 of the present Invitation must still be observed under Section 10.2.

They Seller may at any time during the Tender Process disallow the formation of Consortia that

mightper se or because of the behavior of the participating parties therein might raise doubts about

potential collusive conduct.

Contents of the Binding Offer

11. Contents of Folder A

Folder A shall contain the documents described hereinbelow.

In case of consortia, documents under paragraphs 11.2, 11.3, 11.4 and 11.5 shall be submitted by each

Consortium member separately.

11.1 Bid Bond in relation to Phase B of the Tender Process, for the amount of Euro 10 million

(€10,000,000) for the acquisition of a 100% of the share capital of the Meliti and /or the Megalopoli

Divestment Businesses, addressed to the Seller and issued by an Eligible Credit Institution. For the

avoidance of doubt, Eligible Participants wishing to submit Binding Offers for both Divestment

Businesses should submit one Bid Bond per Divestment Business, regardless of whether they have

opted for submitting in addition to the separate per Divestment Business Binding Offer a Combined

Premium Binding Offer as per Article 12.1.

Confirmed Eligible Participants who participated in the Legacy Tender Procedure and wish to submit

a Binding Offer under the Tender Procedure shall not be required to issue new Bid Bonds for the

Divestment Businesses for which they submitted a Biding Offer to the extent such bonds submit

during the Legacy Tender Procedure remain valid and enforceable. The concerned Eligible

Participants must include in Folder A a Solemn Declaration about their wish for such Bid Bonds to be

used in the Tender Procedure as well.

The Eligible Credit Institution that will issue the Bid Bond must be entitled to issue letters of

guarantee in accordance with the laws of its country of establishment.



32

The validity period of the Bid Bond must be at least six (6) months starting from the Submission Date,

with the possibility of being extended for an additional period of six (6) months and in any event in

accordance with the provisions of Article 8.

The Bid Bond must be either (i) governed by Greek law and subject to the exclusive jurisdiction of

the courts of Athens, Greece, or (ii) governed by English law and subject to the exclusive jurisdiction

of the courts of England and Wales.

The Bid Bond under Greek or under English law must be in all material respects in the form set out in

Part B - Annex 1A and Part B - Annex 1B respectively hereof.

The Bid Bond shall be returned to all Confirmed Eligible Participants at the Transaction Closing. The

Bid Bond shall be returned to the Preferred Strategic Investor(s) upon the execution of the SPAs and

the submission of the Performance Guarantee by the Preferred Strategic Investor(s) as per Article 15

hereof.

The Bid Bond shall be forfeited, without prejudice to any other claims the Seller may have against the

relevant Confirmed Eligible Participant(s), in the following cases:

(i) in case a Confirmed Eligible Participant withdraws its Binding Offer, as provided in Article 8

hereof;

(ii) in case a Confirmed Eligible Participant has been nominated as Preferred Strategic Investor and

fails to sign and execute the SPA for any reason;

(iii) in case a Confirmed Eligible Participant has been nominated as Preferred Strategic Investor and

fails to proceed with the Transaction Closing and consummate the Transaction for any reason;

and

(iv) in any case it is determined that a Confirmed Eligible Participant or a member of a consortium

or the employees, representatives, assistants or associates thereof have committed any criminal

or similar offenses during the Tender Procedure, aiming at falsifying the results of the Tender

Procedure itself.



33

In case of consortia the Bid Bond shall be issued in respect of all the consortium members jointly and

shall indicate the full name and address of each consortium member.

11.2 A Solemn Declaration whereby the Confirmed Eligible Participant or each member of the

Confirmed Eligible Participant in case of Consortium will:

a) Confirm that on Submission Date it continues to fulfill the applicable Eligibility Requirements

as set out on the Invitation, and state that there has been no significant change in the Expression

of Interest and the Supporting Documents and that any information contained and any

declaration made in the Expression of Interest and the Supporting Documents remain valid, true

and accurate save as otherwise indicated in the Binding Offer.

b) Indicate its shareholding structure including ultimate beneficiaries holding 10% or more of its

share capital. Such information is not necessary with respect to the shareholders of legal entities

listed on a stock exchange, provided that relevant certification by the respective stock market

/financial authority is furnished. In the case of fund managers or private equity firms, also the

relevant registration documentation, administration agreement and/or equivalent document for

the investment manager of the fund needs to be provided. In case of reliance on capacities of

other entities, regardless of the legal nature of the Confirmed Eligible Participant’s links to

them, an undertaking on their respective utilization, and on the prior acceptance of the

respective contractual commitment, if applicable. If such documentation has been submitted

along with the Expression of Interest during Phase A and no change has occurred since, this

Solemn Declaration should be stating that no changes have occurred and the submitted

documentation remains true, valid and accurate in all respects.

11.3 A Solemn Declaration confirming that there has been no change since the submission of such

certificates if three months have lapsed from the date of the good standing or equivalent certificate

submitted with the Expression of Interest.

11.4 Certificate(s) or other public document(s) proving the legal representation of the

Confirmed Eligible Participant, if, on the date the Binding Offer is submitted, there have been any

amendments to the legal representation as it was on the date of the submission of the Expression of

Interest and the Supporting Documents. If public documents such as the aforementioned are not



34

issued in the country of incorporation and/or establishment of the Confirmed Eligible Participant, the

latter should submit corporate documents that prove the corporate representation and a Solemn

Declaration verifying the inability of issuance of public certificates, using Part A - Annex 2 as

template.

11.5 Resolution or extract of the resolution of the competent corporate body of the Confirmed

Eligible Participant or each member of the Confirmed Eligible Participant in case of Consortium,

which: (a) approves the participation of the Confirmed Eligible Participant in Phase B of the Tender

Procedure together with the submission of the Binding Offer, in accordance with the terms of the

Request for Binding Offers; (b) approves the signing of the Final Version of the SPAs by the Legal

Representative of the Confirmed Eligible Participant in case the confirmed Eligible Participant is

deemed as the Preferred Strategic Investor; (c) acknowledges that the Confirmed Eligible Participant

has obtained knowledge of all terms of the Invitation and that he unconditionally accepts the said

terms; (d) states that the Confirmed Eligible Participant waives the right to claim indemnity against

the Seller, its representatives, its associates, employees and advisors for any decision of the Seller and,

in particular, in case of any adjournment, cancellation or repetition of the Tender Procedure or

annulment of the outcome thereof; (e) states that the Confirmed Eligible Participant accepts all

responsibilities and obligations that relate to its participation in the Tender Procedure; and (f)

designates a Process Agent for Phase B of the Tender Procedure and up to Transaction Closing.

11.6 Initialed copy of the Final Version of each of the SPAs. The Final Version of the SPA must

be initialed by the Legal Representative of the Confirmed Eligible Participant (or, in case of a

consortium, by the Legal Representative thereof authorized pursuant to Article 11.8) on each page,

including signature(s) at the signature block(s) provided.

For the avoidance of doubt, details of the Financial Offer must not be inserted into the Final Version

of the SPA.

11.7 Consortium Agreement or summary thereof describing its terms, including but not limited to

the representation authorization, participation of the members, time and scope, commitment not to

amend the terms of the consortium agreement with the effect that the requirements of the Law are not

met by the Consortium.



35

11.8 Authorization issued by each one of the Consortium members empowering the Legal

Representative of a Consortium members to sign the Binding Offer including all relevant submitted

documents and conferring express authorization to sign the Financial Offer.

The Seller reserves the right to request all certification proving the statements made by the Confirmed

Eligible Participants (including but not limited to their compliance with the applicable Eligibility

Requirements) at any time during the Tender Procedure up to Transaction Closing.

12. Contents of Folder B

Folder B of the Binding Offer shall contain the documents described here below.

The documents should be signed by the Legal Representative of the Confirmed Eligible Participant.

In case of consortia the documents should be submitted jointly on behalf of the consortium and should

be signed by the Legal Representative of a Consortium member, authorized in accordance with

Article 20.7 of this Invitation.

12.1 Financial Offer

The Confirmed Eligible Participant must submit a fully financed and binding financial offer for the

acquisition of a 100% of the share capital of the Meliti and /or the Megalopoli Divestment Businesses,

which should include the Financial Consideration, according to the Financial Offer template set out in

Part B - Annex 2.

Confirmed Eligible Participants interested in acquiring both Divestment Businesses should in any

event include separate fully financed and binding financial offers, one (1) for the acquisition of 100%

of the share capital in Meliti and one (1) for the acquisition of 100% share capital in Megalopoli

respectively. Apart from such separate offers for the Meliti and the Megalopoli Divestment

Businesses, Confirmed Eligible Participants interested in acquiring both Divestment Businesses may,

at their own discretion, include in Folder B additionally and separately a fully financed and binding

financial offer for both Divestment Business, which shall include a premium over the sum of the

separate offers for Meliti and Megalopoli Divestment Business submitted as per the previous sentence

(the “Combined Premium Financial Offer”).



36

The Financial Offer and Combined Premium Financial Offer (if any) as set out in Part B - Annex 2

must be expressed in a clear manner without stipulation of any terms or conditions by the Confirmed

Eligible Participant.

The Financial Consideration should be expressed as a cash price in Euro and should be a fixed

number, not a range or a formula. If a range is given, the Seller and its advisors will take into account

the lowest value in the range when evaluating the Financial Offer.

12.2 Financing Description

The Confirmed Eligible Participant must outline the method and sources by which it would finance

the Financial Offer and the Combined Premium Financial Offer (if any), including the cash, debt and

equity components of its Financial Offer, in all material respects in the form set out in Part B - Annex

3 (the "Financing Description").

Evaluation process

13. Evaluation process and criteria

The Seller, assisted by its advisors, will review and evaluate the Binding Offers in two stages.

13.1 Evaluation of Folder A

In the first stage of the evaluation process, the Seller shall review the contents of Folder A of each

Binding Offer. The documents and information provided in Folder A shall be reviewed to verify

compliance with the templates provided in the respective Annexes and the terms and conditions of

this Invitation.

The Seller may request the Confirmed Eligible Participants to correct, supplement or provide

clarifications on the submitted documents. If a Confirmed Eligible Participant fails to correct,

supplement or provide the required clarifications to the satisfaction of the Seller, that Confirmed

Eligible Participant will be disqualified and its Binding Offer will be rejected. Such Confirmed

Eligible Participant may not bring a claim against the Seller or any of its directors, officers,



37

employees, professional advisors and agents (or the directors, officers, employees of any such

advisors or agents) in respect of such disqualification.

Following review of the information contained in Folder A of each Binding Offer, the Seller shall

decide which Binding Offer(s) qualify to the second stage of the evaluation process. Confirmed

Eligible Participants shall within reasonable period of time be notified as to whether they have

qualified to the second stage of the evaluation process or not.

13.2 Evaluation of Folder B

Subsequently, the unsealing of Folder B of the Binding Offers of the Qualified Eligible Participants

shall take place. The contents of Folder B shall be reviewed to verify compliance with the templates

provided in the respective Annexes and the terms and conditions of this Invitation.

The Seller may request the Qualified Eligible Participants to: (i) provide clarifications on the

Financial Offer, and/or (ii) correct, supplement or provide clarifications on the Financing Description.

If a Qualified Eligible Participant fails to provide any of the above to the satisfaction of the Seller, that

Qualified Eligible Participant will be disqualified and its Binding Offer will be rejected. Such

Qualified Eligible Participant may not bring a claim against the Seller or any of its directors, officers,

employees, professional advisors and agents (or the directors, officers, employees of any such

advisors or agents) in respect of such disqualification.

Following review of the information contained in Folder B, the Seller shall select the Preferred

Strategic Investor(s) and the Reserve Strategic Investor(s).

Subject to the terms described in Article 13.3 and 14 hereof the amount of the Financial Consideration

will be the sole criterion upon which the Binding Offers will be evaluated. For the avoidance of doubt

and without limiting the generality of the provisions of Article 17 hereof, it is explicitly mentioned

that the Seller will not be obliged to proceed with the Transaction if none of the Binding Offers

provides for a Financial Consideration deemed satisfactory at the absolute discretion of the Seller.



38

14. Reserve Strategic Investor

The Seller may, at its absolute discretion, in the event that the Preferred Strategic Investor(s)

originally nominated as such by the Seller withdraw(s) its/their Binding Offer or otherwise fail(s) to

sign the SPA or for whatever reason, after having signed the SPA, do(es) not proceed with the

Transaction Closing nominate Qualified Eligible Participant(s) as Reserve Strategic Investor(s).

Reserved Strategic Investor(s) may be nominated for either or both Divestment Businesses depending

on whether the Preferred Strategic Investor having failed to proceed with the Transaction was

nominated as such for either of both Divestment Businesses. The Reserve Strategic Investor(s) shall

be selected solely on the basis of the Financial Consideration offered in their Binding Offer(s) and the

details of such selection process shall be specified at the stage when the failure to proceed with the

Preferred Strategic Investor(s) shall become definitive.

Any potential subsequent stages of the Tender Procedure, including the potential submission of

Best and Final Offers by the Preferred Strategic Investor(s) shall be determined by the Seller

and will be communicated to the Confirmed Eligible Participants in due course.

15. Execution of the SPAs and delivery of the Performance Guarantee

Following the selection of the Preferred Strategic Investor(s) and Reserve Strategic Investor(s) the

Preferred Strategic Investor(s) (or, if applicable pursuant to Article 16 hereof, the Reserve Strategic

Investor(s)) shall be required to:

(a) enter into the SPAs; and

(b) submit the Performance Guarantee in accordance with the provisions of the SPA.

The Performance Guarantee must be in all material respects in the form (template) to be provided to

each Confirmed Eligible Participant along with the Draft SPA. Unless otherwise explicitly provided

and as to be further specified in the aforementioned template, the following shall apply:

(a) The validity period of the Performance Guarantee must be at least thirteen (13) months starting

from the date of signing of the SPA, provided that, if the long stop date for satisfaction of the

conditions precedent in the SPA is extended in accordance with the provisions of the SPA, the



39

validity period of such Performance Guarantee shall be extendable to the date following one (1)

month after such extended long stop date by simple notice to the issuing Eligible Credit

Institution.

(b) The Performance Guarantee issued and submitted in accordance with the SPA.

(c) In case the Preferred Strategic Investor(s) is a consortium, the Performance Guarantee shall be

issued in respect of all the consortium members jointly and shall indicate the full name and

address of each consortium member.

(d) The Performance Guarantee shall be forfeited, without prejudice to any other claims the Seller

may have, if the Preferred Strategic Investor fails to comply with its obligations to satisfy the

conditions precedent or otherwise consummate the Transaction in accordance with the SPA

(including, for the avoidance of doubt, payment to the Seller of the purchase price).

16. LEGAL DISCLAIMER

16.1 The Seller reserves the right to adjourn or cancel the Tender Procedure at any time, to amend the

time schedule or any other term of the present Invitation and of the Tender Procedure and to amend

the terms and conditions of the Tender Procedure or repeat the Tender Procedure, at its absolute

discretion, without this rendering the Seller liable in any way against the Confirmed Eligible

Participants and/or any third party.

16.2 The Seller may reject any Financial Offer, at its sole discretion, in particular with regard to the

assessment of the Independent Valuator under the Law.

16.3 All Annexes to this Invitation constitute an integral part thereof.

16.4 Confirmed Eligible Participants who participate in the Tender Procedure are assuming the cost,

the risk and the responsibility of participating, and their participation grants them no right to claim

any indemnity or any other right, other than those set out herein, or exercise any legal remedies as

may be applicable in the Hellenic Republic and/or any other competent jurisdiction.



40

16.5 The Confirmed Eligible Participants' participation in Phase B of the Tender Procedure shall

mean the unconditional acceptance of the terms and conditions of the Joint Invitation to Submit and

Expression of Interest and Request for Binding Offers on their part.

16.6 The Seller may at any time require from the Confirmed Eligible Participants clarifications and/or

supplemental information on documents already duly submitted.

16.7 This Invitation has been prepared by, and is the sole responsibility of, the Seller and is being

directed only at persons to whom it may be lawfully communicated under applicable law. It does not

constitute any offering and, to the extent permitted by law, the Seller and its advisors accept no

liability in relation to it. In particular:

Whilst the information contained in this document and the information provided in the Virtual Data

Room and the Vendor Due Diligence Reports has been prepared in good faith, it has not been verified

independently by the Seller or its advisors including, without limitation, HSBC and DLA Piper UK

LLP.

No representation, warranty or undertaking, express or implied, is or will be made by the Seller or its

advisors in relation to the accuracy, adequacy or completeness of this document as well as the

documents provided in the Virtual Data Room, the Vendor Due Diligence Reports or any other

documents that may be provided save as may be agreed in the SPAs.

No responsibility or liability is or will be accepted by the Seller or its advisors, or any agents,

servants, officers or affiliates of the Seller or its advisors in respect of any error or misstatement in or

omission from this document or any other documents and information provided in the Virtual Data

Room and the Vendor Due Diligence Reports or in the context of the Tender Procedure overall save

as may be agreed in the SPAs.

No information contained in this document forms the basis for any warranty, representation or term of

any contract by the Seller or any of its advisors with any third party.

16.8 This document is not intended to form the basis of any investment decision or investment

recommendation made by the Seller or any of its advisors and does not constitute provision of

investment advice by the Seller or any of its advisors. Each person to whom this document is made



41

available must make its own independent assessment of this document after conducting such

investigation and taking such professional advice, as it deems necessary.

16.9 This Invitation may not be reproduced, copied or stored in any medium, in whole or in part,

without the prior written consent of the Seller, other than as strictly required for the respective

Confirmed Eligible Participant's participation in the Tender Procedure.

16.10 All Binding Offers become the property of the Seller upon receipt by the Seller. Confirmed

Eligible Participants give the Seller the right to replicate and disclose the responses to this Invitation

for any purpose in connection with this Invitation.

16.11 If required by law, regulation or order of a court or regulatory body or governmental authority,

the Seller may be required to disclose certain information and/or documents relating to Binding

Offers.

16.12 The Courts of Athens, Greece, shall have exclusive jurisdiction in relation to any disputes

arising from or in relation to this document and the laws of the Hellenic Republic shall be applicable.



42

PART A

ANNEX 1

SOLEMN DECLARATION

To: Public Power Corporation S.A.

I [we], the undersigned, acting as legal representative(s) of the legal entity under the corporate name [•],

established under the laws of [•], with company registration number [•] and registered seat at [•] [country - town

- street - postal code], with [•] [country] tax registration number [•] (the "Interested Party"), hereby declare in

connection with the submission by the Interested Party of an Expression of Interest for the acquisition of 100%

of the share capital of the Meliti and / or the Megalopoli Divestment Businesses pursuant to the relevant

Invitation issued by the Public Power Corporation S.A. on [date] that:

a. the Interested Party unconditionally accepts the terms of the Tender Procedure;

b. there are no issues whose existence or disclosure thereof restrict the Interested Party from submitting

the Expression of Interestand that the Interested Party's Board [or investment committee or any other

body with equivalent decision-making authority] has consented to the Interested Party's response to the

Invitation;

c. the participation in the Tender Procedure takes place at the sole risk and expense of the Interested Party

and the participation as such or dismissal of an Expression of Interest does not, in any case, establish

any right to compensation or other indemnification against the Public Power Corporation S.A. or its

advisors;

d. all information, statements, declarations, Supporting Documents and other accompanying documents the

Interested Party has submitted together with the Expression of Interest, as well as the letter of

Expression of Interest, are truthful and accurate.

[Place],________[date]

Signature(s)

Verification of the signature(s)



43

The authorised representative will state all or only the relevant items of the Solemn

Declaration (as specified in Article 7.2.4 herein), as the case may be

PART A

ANNEX 2

SOLEMN DECLARATION



established under the laws of [•], with company registration number [•] and registered offices at [•] [country -

town - street - postal code], with [•] [country] tax registration number [•] (the "Interested Party"), hereby

declare in connection with the submission by the Interested Party of an Expression of Interest for the acquisition

of 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses pursuant to the

relevant Invitation issued by the Public Power Corporation S.A. on [date], that up to the date of signing the

Solemn Declaration,

a. the Interested Party, its legal representative(s) and the members of its Board of Directors have not been

convicted pursuant a final judgment of a competent court or other judicial body, in any jurisdiction, for criminal

offences related to their professional/business conduct, including (but not limited to) embezzlement, fraud,

extortion, forgery of documents, bribery, corruption, perjury, fraudulent bankruptcy, horizontal agreements-

cartels, participation in a criminal organization (as defined in article 2 paragraph 1 of the Council Framework

Decision 2008/841/JHA of 24 October 2008 on the fight against organized crime – OJ L 300, 11.11.2008, p.

42–45), active corruption (as defined in article 3 paragraph 1 of the Council Act of 26 May 1997 p. 1–11 and

article 2 paragraph 1 (a) of the Council Framework Decision 2003/568/JHA of 22 July 2003 on combating

corruption in the private sector – OJ L 192, 31.7.2003, p. 54–56), fraud (in the meaning of article 1 of the

Convention on the protection of the European Communities' financial interests, drawn up upon Council Act of

26 July 1995 - OJ C 316, 27.11.1995, p. 48–57) and money laundering (as defined in article 1 paragraph 2 of

Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of

the use of the financial system for the purpose of money laundering and terrorist financing – OJ L 309,

25.11.2005, p. 15–36); and

b) the Interested Party is not bankrupt nor is it subject to insolvency or winding-up proceedings, its assets/affairs

are not being administered by a liquidator or by the court, it has not entered into an arrangement with creditors,

it has not suspended business activities, nor is it in any similar situation arising from a similar procedure under

national laws and regulations; the Interested Party is not the subject of proceedings for a declaration of

bankruptcy, or for an order for compulsory winding up or administration by the court or of an arrangement with

creditors or of any other similar proceedings under any applicable laws and regulations; the Interested Party has

not been excluded from participating in public tender procedures in Greece or in any other country by virtue of

an irrevocable decision of any public or judicial authority; the Interested Party has complied with all tax and/or

social security in accordance with any applicable laws and regulations.


Signature(s)




44

The authorised representative will state all or only the relevant items of the Solemn

Declaration (as specified in Article 7.2.4 herein), as the case may be

PART A

ANNEX 2

SOLEMN DECLARATION



established under the laws of [•], with company registration number [•] and registered offices at [•] [country -

town - street - postal code], with [•] [country] tax registration number [•] (the "Interested Party"), hereby

declare in connection with the submission by the Interested Party of an Expression of Interest for the acquisition

of 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses pursuant to the

relevant Invitation issued by the Public Power Corporation S.A. on [date], that up to the date of signing the

Solemn Declaration,

a. the Interested Party, its legal representative(s) and the members of its Board of Directors have not been

convicted pursuant a final judgment of a competent court or other judicial body, in any jurisdiction, for criminal

offences related to their professional/business conduct, including (but not limited to) embezzlement, fraud,

extortion, forgery of documents, bribery, corruption, perjury, fraudulent bankruptcy, horizontal agreements-

cartels, participation in a criminal organization (as defined in article 2 paragraph 1 of the Council Framework

Decision 2008/841/JHA of 24 October 2008 on the fight against organized crime – OJ L 300, 11.11.2008, p.

42–45), active corruption (as defined in article 3 paragraph 1 of the Council Act of 26 May 1997 p. 1–11 and

article 2 paragraph 1 (a) of the Council Framework Decision 2003/568/JHA of 22 July 2003 on combating

corruption in the private sector – OJ L 192, 31.7.2003, p. 54–56), fraud (in the meaning of article 1 of the

Convention on the protection of the European Communities' financial interests, drawn up upon Council Act of

26 July 1995 - OJ C 316, 27.11.1995, p. 48–57) and money laundering (as defined in article 1 paragraph 2 of

Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of

the use of the financial system for the purpose of money laundering and terrorist financing – OJ L 309,

25.11.2005, p. 15–36); and

b) the Interested Party is not bankrupt nor is it subject to insolvency or winding-up proceedings, its assets/affairs

are not being administered by a liquidator or by the court, it has not entered into an arrangement with creditors,

it has not suspended business activities, nor is it in any similar situation arising from a similar procedure under

national laws and regulations; the Interested Party is not the subject of proceedings for a declaration of

bankruptcy, or for an order for compulsory winding up or administration by the court or of an arrangement with

creditors or of any other similar proceedings under any applicable laws and regulations; the Interested Party has

not been excluded from participating in public tender procedures in Greece or in any other country by virtue of

an irrevocable decision of any public or judicial authority; the Interested Party has complied with all tax and/or

social security in accordance with any applicable laws and regulations.


Signature(s)




45

PART A

ANNEX 3

SOLEMN DECLARATION



established under the laws of [•], with company registration number [•] and registered seat at [•] [country

- town - street - postal code], with [•] [country] tax registration number [•] (the "Interested Party"),

hereby declare in connection with the submission by the Interested Party of an Expression of Interest for the

acquisition of 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses pursuant to

the relevant Invitation issued by the Public Power Corporation SA on [date] that:

The [description of the document required in paragraphs 7.2.1 to 7.2.4 of the Invitation] cannot be issued in

[●], country of incorporation, and/or in [●], country of current establishment of the Interested Party.

[The Interested Party should also confirm in this declaration the facts that would have been certified if the

certificate existed, as required by the Invitation unless such declaration has already been provided as per

Annex 2]

_________________

[Place]

________

[Date]

___________________

Signature(s)




46

PART A

ANNEX 4

BANK REFERENCE LETTER


From: [bank legal name]

Address: [bank address]

Contact Person: [contact person name, title]

E-mail: [contact person e-mail]

Telephone: [contact person telephone]

[Letter date]

RE: EXPRESSION OF INTEREST FOR THE ACQUISITION OF 100% OF THE SHARE CAPITAL OF

THE MELITI AND / OR THE MEGALOPOLI DIVESTMENT BUSINESSES

To whom it may concern,

We refer to the request of [Interested party legal name] for the issuance of a reference letter to be utilised in the

context of its submission of an expression of interest for the acquisition of 100% of the share capital of the

Meliti and / or the Megalopoli Divestment Businesses., in accordance with the terms and conditions set forth by

the invitation to submit an expression of interest issued by Public Power Corporation S.A. and dated [●].

[Interested party legal name] has been a client of ours since [month / year] and during this time it has had a

excellent banking relationship with us. The aforementioned client presently maintains a total deposit

relationship of [●] Euros and has been maintaining an average balance for the last twelve (12) months of [●]

Euros.

The above information is based on our experience of this banking relationship as at current date and is provided

in confidence for your private use only, without any responsibility on the part of [bank legal name] or its

employees. This letter may only be used in the business context outlined above and does not constitute a

guarantee or any other obligation on the part of [bank legal name].

[contact person name, title] designated as the contact person herein above is at the disposal of Public Power

Corporation S.A. and its financial and legal advisors in order to provide more details on [Interested party legal

name].

Sincerely,

[bank legal name]

[contact person signature]

[contact person name, title]



47

PART B

ANNEX 1A - BID BOND FORM UNDER GREEK LAW

Bid Bond Form under Greek law for the acquisition of a 100% of the share capital of

the Meliti and /or the Megalopoli Divestment Businesses

From:

[Bank's trade name, address, postal code]

(the "Bank")

To:

Public Power Corporation S.A.

30 Chalkokondyli Str.

10432, Athens

Greece

(the "Beneficiary")

[•] [Date of issue]

LETTER OF GUARANTEE No [·] ISSUED FOR THE AMOUNT OF TEN

MILLION EUROS (€10.000.000,00)

The present Letter of Guarantee (the "Bid Bond") is issued in favour of the Beneficiary at

the request of the company with the trade name [●] [full trade name of the company] (the

"Applicant"), [OR in case of consortium: the companies with the trade name [•] [full

trade name of each consortium member] (the "Applicants")] by virtue of Article 13.1 of

the Request for Binding Offers issued by the Beneficiary on [●] (the "Request for

Binding Offers") regarding the participation of the Applicant[s] in the international

public Tender Procedure announced by the Beneficiary for the acquisition of a 100%

participation in the share capital of the Meliti and/or the Megalopoli Divestment

Businesses (the "Transaction").

Capitalised terms used in this letter, unless otherwise specified, have the meaning given

to them in the Request for Binding Offers.

We became aware that the Applicant(s) wish to submit a Binding Offer in response to the

Request for Binding Offers issued by the Beneficiary on [●], regarding the acquisition of

a 100% of the share capital of the Meliti and / or the Megalopoli Divestment Businesses

and that in order to submit its [their] Binding Offer, the Applicant(s) is[are] obliged to

submit to the Beneficiary a Bid Bond amounting to the total sum of ten million Euros (€

10.000.000,00) (the “Guaranteed Amount”), according to Article 13.1 of the Request

for Binding Offers.

We understand and acknowledge that an amount equal to the Guaranteed Amount will be

payable to the Beneficiary upon the occurrence of any event listed in paragraphs 1

through 3 hereinbelow

1. The Applicant has withdrawn its Binding Offer during the validity period specified in

the Request for Binding Offers; or



48

2. The Applicant has been nominated as the Preferred Strategic Investor or Reserved

Strategic Investor but fails to execute the Share Purchase Agreement (SPA) that was

uploaded by the Beneficiary prior to the Binding Offer Date to the Virtual Data Room

set up by the Beneficiary and initialed by the Applicant and submitted to the

Beneficiary together with the Binding Offer Documents, or to submit the

Performance Guarantee within fifteen (15) calendar days from the date of the

respective invitation; or

3. It is determined that the Applicant or a member thereof of the employees

representatives, assistants, or associates thereof have committed criminal offenses or

other serious violation of duty during the Tender Procedure, aiming at falsifying the

results of the Tender Procedure itself.

We irrevocably and unconditionally promise to pay, being responsible as principal debtor,

without any objection or challenge by the Bank and without examining the grounds of the

request, any amount stated in your demand and up to the Guaranteed Amount. Save as

required by applicable law, the Bank shall have no right and shall not be under any duty

or responsibility to enquire into the reason or circumstances of any demand made by the

Beneficiary, the respective rights and/or obligations and/or liabilities of the Beneficiary

and the Applicants under the Request for Binding Offers, the authenticity of any written

demand made by the Beneficiary or the authority of the persons signing any written

demand by the Beneficiary. In such written demand, you will, for information purposes

only, note which breach, among those listed in paragraphs 1 through 3 hereinabove, was

the reason for such demand.

As this Bid Bond is provided irrevocably and unconditionally, we hereby waive definitely

and irrevocably any right to raise the defense of prior recourse to the principal debtor as

well as any right to raise other objection, including the non-personal objections and those

deriving from articles 852 - 853, 855, 862 - 864 and 866 - 869 of the Greek Civil Code.

The payment to the Beneficiary, regardless of any challenge, opposition or objection of

the Applicant(s) and without investigating if the claim is founded or not, will be made

within three (3) business days from the Bank’s receipt of your first written demand

informing us that an event has occurred of those set out in paragraphs 1 through 3

hereinabove, which shall be signed by an authorized person of the Beneficiary and

include the requested amount (subject to the limit of the Guaranteed Amount). Such

demand shall be conclusive evidence that the sum stated in such demand is properly due

and payable to the Beneficiary under this Bid Bond.

This Bid Bond is valid until and including [●] (being six (6) months from the Submission

Date) (the “Expiry Date”) unless otherwise instructed by the Beneficiary. The Bank

undertakes to extend the validity of this Bid Bond for a period of six (6) more months,

following a simple written request from the Beneficiary made prior to the Expiry Date

(the “Extended Expiry Date”).2

2 Note: Ιf there is a specific requirement by the Bank to set a specific expiry date on the Bond, then the following wording

can be added:

“In any case the Bid Bond shall expire on dd.mm.yyyy, when it shall automatically become null and void and

it shall be returned to the Bank, except if the Applicant(s) request the extension of its term prior to this date

and such request is granted by the Bank.”

However, this specific date “dd.mm.yyyy” must be on a date which is later than the Extended Expiry Date.



49

This Bid Bond is governed by Greek law. By the acceptance of the Bid Bond, the Bank

and the Beneficiary accept the exclusive jurisdiction of the Courts of Athens, Greece, in

relation to any dispute regarding the Bid Bond.

The issuing of the Bid Bond by the Bank does not cause any violation of any provisions

on the limit set for the Bank with regard to the issuance of letters of guarantee.

Seal and signature



50

ANNEX 1B - BID BOND FORM UNDER ENGLISH LAW

Bid Bond Form under English law for the 100% of the share capital of the Meliti and / or

the Megalopoli Divestment Businesses

From:

[Bank's trade name, address, postal code]

(“we” or “us” or the "Bank")

To:

Public Power Corporation S.A.


10432, Athens

Greece

(“you” or the "Beneficiary") [•] [Date of issue]

LETTER OF GUARANTEE No [·] ISSUED FOR THE AMOUNT OF TEN

MILLION EUROS (€ 10.000.000,00 )

1. This On Demand Bond (the "Bid Bond") is issued in favour of the Beneficiary at

the request of the company with the trade name [•] [full trade name of the

company] (the "Applicant"), [OR in case of consortium: the companies with the

trade name [•] [full trade name of each consortium member] (the "Applicants")] by

virtue of Article 13.1 of the Request for Binding Offers issued by the Beneficiary

on [●] (the "Request for Binding Offers") regarding the participation of the

Applicant[s] in the international public Tender Procedure announced by the

Beneficiary for the acquisition of a 100% participation in the share capital of the

Meliti and/or the Megalopoli Divestment Business (the "Transaction").

2. We understand and acknowledge that an amount equal to ten million (…) Euros (€

10,000,000.00) (the "Guaranteed Amount") will be payable to the Beneficiary upon

the occurrence of any event listed in paragraphs 2.1 through 2.3 hereinbelow.

2.1 The Applicant has withdrawn its Binding Offer during the validity period

specified in the Request for Binding Offers; or

2.2 The Applicant has been nominated as the Preferred Strategic Investor or

Reserved Strategic Investor but fails to execute the Share Purchase

Agreement (SPA) that was uploaded by the Beneficiary prior to the

Binding Offer Date to the Virtual Data Room set up by the Beneficiary and

initialed by the Applicant and submitted to the Beneficiary together with

the Binding Offer Documents, or to submit the Performance Guarantee

within fifteen (15) calendar days from the date of the respective invitation;

or

2.3 It is determined that the Applicant or a member thereof of the employees

representatives, assistants, or associates thereof have committed criminal

offenses or other serious violation of duty during the Tender Procedure,

aiming at falsifying the results of the Tender Procedure itself.



51

3. We irrevocably and unconditionally promise to pay to you, without any objection

or challenge and without examining the grounds of the request, within three (3)

business days of your first written demand the amount stated in your demand,

subject to the limit stated in paragraph 4 below.Such demand shall be conclusive

evidence that the sum stated in such demand is properly due and payable to the

Beneficiary under this Bid Bond and in accordance with the terms of the Request

for Binding Offers. In such written demand, you will, for information purposes

only, note which breach, among those listed in paragraphs 2.1 through 2.3 above,

was the reason for such demand Save as required by applicable law, we shall have

no right and shall not be under any duty or responsibility to enquire into the reason

or circumstances of any demand made by the Beneficiary, the respective rights

and/or obligations and/or liabilities of the Beneficiary and the Applicants] under

the Request for Binding Offers, the authenticity of any written demand made by the

Beneficiary or the authority of the persons signing any written demand by the

Beneficiary.

4. Our liability under this Bid Bond shall not exceed in aggregate the Guaranteed

Amount. Subject to this, more than one demand may be made under this Bid Bond

provided that, there shall be no maximum applicable to the amount payable in

relation to any rights or remedies which the Beneficiary may have arising from any

breach by the Bank of the terms of this Bid Bond.

5. This Bid Bond is valid and the Bank's obligation shall remain in full force and

effect until and including [•] (the "Expiry Date") (being six (6) months from the

Submission Date (as such term is defined in the Request for Binding Offers). The

Bank undertakes to extend the validity of this Bid Bond for a period of six (6) more

months (the "Extended Expiry Date"), following a simple written request from

the Beneficiary made prior to the Expiry Date. After the Expiry Date and/or the

Extended Expiry Date as applicable, this Bid Bond shall be of no further effect,

except in relation to any valid demand made on or before the Expiry Date and/or

the Extended Expiry Date as applicable, which we shall remain liable to pay in

accordance with this Bid Bond.

6. All notices, demands and communications to be given or made to us shall be

sufficiently served if delivered to us at the following address:

[Insert relevant address]

provided that this is without prejudice to the Beneficiary's right to make service by

any other effective means.

7. All payments demanded to be made by us hereunder shall: (i) upon receipt of any

such demand served from time to time by the Beneficiary be paid to such account

as the Beneficiary nominates in writing; (ii) be made by telegraphic transfer in

freely transferable Euros; (iii) be paid without deduction, withholding, set-off or

counterclaim on any account whatsoever, including (without limitation) for any

present or future taxes, or for bank or other charges; and (iv) shall comprise the

amount demanded (to the extent that such amount together with the amount(s) of

any previous payment(s) by us to the Beneficiary under this Bid Bond does not in

the aggregate exceed the Guaranteed Amount), provided that if the Bank is

compelled by law to make any deduction or withholding, the Bank will gross up

the payment so that the net sum received by the Beneficiary will be equal to the full



52

amount which the Beneficiary would have received had no such deduction or

withholding been made.

8. Our obligations under this Bid Bond are primary and independent of the

relationship between the Applicant[s] and the Beneficiary, and of any obligations

owed between them, and are not subject to any claim, objection or defence,

whether arising from the relationship between the Applicant[s] and the Beneficiary,

or otherwise. Without limitation to the foregoing, we shall pay any demand under

this Bid Bond without reference to [any of] the Applicant[s].

9. No failure by the Beneficiary to exercise or delay by the Beneficiary in exercising

any right or remedy shall operate as a waiver, nor shall any single or partial

exercise or waiver of any right or remedy preclude its further exercise or the

exercise of any other right or remedy.

10. Each of the provisions of this Bid Bond is severable and distinct from the others,

and if at any time any such provision is or becomes ineffective, inoperable, invalid

or unenforceable it shall be severed and deemed to be deleted from this Bid Bond,

and in such event the remaining provisions of this Bid Bond shall continue to have

full force and effect.

11. Nothing in this Bid Bond confers or purports to confer on any third party any

benefit or any right to enforce any term of this Bid Bond pursuant to the Contracts

(Rights of Third Parties) Act 1999.

12. This Bid Bond and any dispute or claim arising out of or in connection with it or its

subject matter or formation (including non-contractual obligations, disputes or

claims) shall be governed by and construed in accordance with the laws of England

and Wales.

13. The parties irrevocably agree that the courts of England and Wales shall have

exclusive jurisdiction to settle any dispute or claim that arises out of or in

connection with this Bid Bond or its subject matter or formation (including non-

contractual disputes or claims), provided that the Beneficiary (but not we) may also

bring proceedings under this Bid Bond, whether concurrently or not, in the courts

of any other place where jurisdiction may exist or be established.

14. We hereby irrevocably and unconditionally appoint [insert name] of [this must be

an address in England or Wales] (facsimile number: +44[insert number] and

telephone number: +44[insert number]) as our agent for service of process in

respect of any proceedings before the English courts and undertake that throughout

the term of this Bid Bond we will retain an agent in England for such purposes,

duly advised in writing to the Beneficiary.

Executed as a DEED on behalf of [•], ) ________________________

a company incorporated in [•], by ) Authorised signatory

_____________________ and )

being persons who, in accordance with ) _________________________

the laws of that territory, are acting ) Authorised signatory

under the authority of the company)



53

ANNEX 2 -FINANCIAL OFFER FORM

Form for individual Confirmed Eligible Participant

I, [•] (name of the Confirmed Eligible Participant's Legal Representative), resident of [•]

(full address of the Legal Representative), holder of Passport/ID Card No [•], in my

capacity as Legal Representative of [•] (full trade name of the Confirmed Eligible

Participant), hereby declare that I fully understand and accept:

• all terms and conditions of the Tender Procedure for the acquisition of a 100% of

the share capital of the Meliti and / or the Megalopoli Divestment Businesses , as

such terms have been set out in the Invitation to Submit an Expression of Interest

dated [•] and the Request for Binding Offers dated [•], and

• all terms and conditions as set out in the Final Version of the SPAs a and confirm

that there shall be no further negotiation of such agreements after the date hereof.

I hereby submit for and on behalf of [•] (full trade name of the Confirmed Eligible

Participant) the following financial offer for the acquisition of 100% of the share capital

in the [Meliti/Megalopoli Divestment Business]3:

[•]

________________________________________________________________________

_______

For and on behalf of (insert name of Confirmed Eligible Participant)

(Signature/s): ___________ ___

Legal Representative's name:

Full business address:

Passport/ID number:

______________________________________________________________________

Form for consortium Confirmed Eligible Participant

3 Confirmed Eligible Participants interested in both Divestment Businesses should mandatorily submit one (1)

separate Financial Offer for the Meliti Divestment Business and one (1) separate Financial Offer for the

Megalopoli Divestment Business.



54

We,

[•] (name of the Legal Representative), resident of [•] (full address of the Legal

Representative), holder of Passport/ID Card No [•], in my capacity as Legal

Representative of [•] (full trade name of the respective consortium member),




[Names and other details of the Legal Representatives of all members of the consortium,

in their capacity as Legal Representative of each consortium member respectively]

hereby declare that we fully understand and accept:


the share capital of the Meliti and / or the Megalopoli Divestment Businesses, as



• all terms and conditions as set out in the Final Version of the SPA and confirm that

there shall be no further negotiation of such agreements after the date hereof.

We hereby submit for and on behalf of [•] (full name of the Consortium and the

consortium members) the following financial offer as set out below for the acquisition of

100% of the share capital in the [Meliti/Megalopoli Divestment Business]4:

[•]

For and on behalf of (insert name of relevant consortium member)

(Signature/s): ___________



Passport/ID number:


(Signature/s): ___________



Passport/ID number:

[Ensure each member of the Consortium has signed]

4 Confirmed Eligible Participants interested in both Divestment Businesses should mandatorily submit one (1)

separate Financial Offer for the Meliti Divestment Business and one (1) separate Financial Offer for the

Megalopoli Divestment Business.



55

Form for individual Confirmed Eligible Participant

COMBINED PREMIUM BINDING OFFER

I, [•] (name of the Confirmed Eligible Participant's Legal Representative), resident of [•]

(full address of the Legal Representative), holder of Passport/ID Card No [•], in my

capacity as Legal Representative of [•] (full trade name of the Confirmed Eligible

Participant), hereby declare that I fully understand and accept:


the share capital of the Meliti and / or the Megalopoli Divestment Businesses , as



• all terms and conditions as set out in the Final Version of the SPAs a and confirm

that there shall be no further negotiation of such agreements after the date hereof.

I hereby submit for and on behalf of [•] (full trade name of the Confirmed Eligible

Participant) the following financial offer for the acquisition of 100% of both the share

capital in the Meliti and the share capital in the Megalopoli Divestment Business:

[•]

________________________________________________________________________

_______

For and on behalf of (insert name of Confirmed Eligible Participant)

(Signature/s): ___________ ___



Passport/ID number:



56

Form for consortium Confirmed Eligible Participant

COMBINED PREMIUM BINDING OFFER

We,







[Names and other details of the Legal Representatives of all members of the consortium,

in their capacity as Legal Representative of each consortium member respectively]

hereby declare that we fully understand and accept:


the share capital of the Meliti and / or the Megalopoli Divestment Businesses, as



• all terms and conditions as set out in the Final Version of the SPA and confirm that

there shall be no further negotiation of such agreements after the date hereof.

We hereby submit for and on behalf of [•] (full name of the Consortium and the

consortium members) the following financial offer as set out below for the acquisition of

100% of both the share capital in the Meliti and the share capital in the Megalopoli

Divestment Business:

[•]


(Signature/s): ___________



Passport/ID number:


(Signature/s): ___________



Passport/ID number:




57

ANNEX 3 - FORM OF FINANCING DESCRIPTION LETTER

From: [Name of Confirmed Eligible Participant]



10432, Athens

Greece

Date: [•] 2019

Proposed acquisition of a 100% of the share capital of the Meliti and / or the

Megalopoli Divestment Businesses

Dear Sirs,

All capitalized terms used but not otherwise defined in this document have the meaning

given to them in the Request for Binding Offers issued by the Public Power Corporation

S.A. on [•] (the "Request for Binding Offers").

We hereby declare that the funding and/or financing for the Financial Consideration

specified in our Financial Offer will be drawn from the following sources:

i. EUR [•] from cash and/or cash equivalents

ii. EUR [•] from unutilised available debt facilities

iii. EUR [•] from equity from our investors [shareholders]

iv. EUR [•] from new external debt sources

[please delete where not applicable]

We hereby confirm that in respect of:

Item (i) above, the amount of EUR [•] in cash and cash equivalents is at our disposal and

committed for financing of the Financial Consideration.

Item (ii) above, the amount of EUR [•] is available to us in the form of unutilised

available debt facilities.

Item (iv) above, the amount of EUR [•] is available to us through new external debt

sources.

Item (iii) above, our investors [shareholders] will subscribe for equity equal to, in

aggregate, EUR [•].



58

We also irrevocably undertake and commit to keep these funds available in order to be

able to satisfy all payment obligations in respect of the payment of the Financial

Consideration.

We confirm that the due diligence in relation to financing has been completed and that the

funding of the Transaction is conditional only on the signing of the SPA and any

conditions precedent in the SPA being satisfied or waived to the satisfaction of the Seller.

For and on behalf of [Confirmed Eligible Participant]

(Signature/s): __________



Passport/ID number:



59

______________________________________________________________________

SIGNATURE PAGE IN CASE OF CONSORTIUM


(Signature/s): ______



Passport/ID number:


(Signature/s): ______



Passport/ID number:
