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REQUEST FOR PROPOSAL

TO APPOINT LIQUEFIED NATURAL GAS

TERM IMPORTER(S)

Issued on: 9 July 2020

ENERGY MARKET AUTHORITY 991G Alexandra Road #01-29, #02-29 Singapore 119975 www.ema.gov.sg

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CONTENTS

SECTION 1: Introduction ......................................................................................... 3

SECTION 2: Importer’s Requirements and Functions .......................................... 4

SECTION 3: RFP Process ........................................................................................ 5

SECTION 4: Selection Criteria ................................................................................. 6

SECTION 5: Instructions for Pre-Submission and Submission of Proposals .... 9

FORM OF SUBMISSION ......................................................................................... 14

FORM A ................................................................................................................... 15

FORM B ................................................................................................................... 16

FORM C ................................................................................................................... 17

FORM D ................................................................................................................... 18

Annex A: LNG Importer Framework ..................................................................... 19

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SECTION 1: Introduction

1.1 In 2014, the Energy Market Authority (“EMA”) launched a Request for Proposal (“RFP”) to select up to 2 liquefied natural gas (“LNG”) term importers for Singapore. Pavilion Energy Singapore Pte Ltd1 (“PESPL”) and Shell Eastern Trading (Pte) Ltd (“SETL”) were subsequently awarded an exclusive franchise each to import and supply regasified LNG to gas users in Singapore on a term basis i.e. under gas sales agreements (each a “GSA”) with 1 year or longer duration (each a “Term GSA”). The exclusive franchise ends when both PESPL and SETL have secured term supply of 1 million tonnes per annum (“Mtpa”) of regasified LNG or till April 2021, whichever is earlier.

1.2 With the exclusive franchise coming to an end, EMA intends to enhance competition in the term supply of regasified LNG by licensing up to 2 additional competent entities (each an “Importer”) to import and sell regasified LNG (“Authorised Business”), together with the existing 2 Importers viz. PESPL and SETL on a non-exclusive basis. This RFP is to select and appoint the new Importer(s) who will be issued a Gas Importer (LNG) Licence (“Licence”) to conduct the Authorised Business with effect on and from start date of the Licence (“Start Date”)2. 1.3 This RFP is not a tender for LNG supply or LNG sales to EMA or any other user in Singapore and should not be construed as such, nor will the acceptance of the proposal create any contractual relationship between EMA and the Importer(s). It will be the responsibility of the appointed Importer(s) to source for LNG from suppliers and/or its own LNG supply portfolio. It will also be the responsibility of the appointed Importer(s) to negotiate and enter into Term GSAs with buyers in Singapore for the sale of regasified LNG.

1 Formerly known as Pavilion Gas Pte Ltd. 2 The Start Date is targeted to be 24 April 2021.

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SECTION 2: Importer’s Requirements and Functions 2.1 With LNG set to play a growing role in Singapore’s energy mix, EMA has put in place a robust LNG Importer Framework with the following objectives: (a) allow Singapore to continue to access competitively-priced and reliable supplies of LNG whilst optimising the Singapore LNG Terminal (the “Terminal”)’s throughput capacity through efficient operations and utilisation thereof; and (b) protect the interests of gas end-users in Singapore (each an “End-User”) with regard to pricing and other terms for the supply of regasified LNG. EMA will impose the LNG Importer Framework as set out in Annex A on all Importers under their respective Licence.3 2.2 For the purpose of licensing, each Importer must be incorporated as a company in Singapore. 2.3 Each Importer shall enter into a Terminal Use Agreement (“TUA”) with Singapore LNG Corporation (“SLNG”) approved by EMA for the receipt of terminal services at the Terminal. 2.4 The Importer’s primary function must be to provide regasified LNG supply that is secure, reliable and price competitive to fulfil Singapore’s domestic demand. The Importer should ensure that this function remains its number one priority. The Importer may also, but is not obligated, to conduct other activities such as: (a) selling short-term/spot regasified LNG (i.e. GSAs that are less than a year in duration); (b) selling LNG volumes for bunkering or re-export; (c) providing handling services to parties who wish to bring in their own upstream LNG supply or share LNG cargoes for unloading at the Terminal; and (d) providing gas shipping services to End-User(s).

3 The initial term of the Licence will end on 31 December 2025, and automatically renewed to cover each subsequent 5-year Offer Period provided the LNG Importer’s refreshed Baseline Offer for the Offer Period is approved by EMA in accordance with the LNG Importer Framework set out in Annex A. Where the Licence is not renewed as such, the Licence term will end upon the expiry of the last Term GSA approved by EMA.

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SECTION 3: RFP Process 3.1 Interested parties who wish to participate in the RFP (each a “Participant”) shall submit their proposals in accordance with the requirements set out in Section 5 (each a “Proposal”) by no later than the closing date on 9 November 2020. 3.2 Thereafter, EMA will commence the evaluation period which will end with the notification to each Participant of the result of the RFP by end-March 2021 (“Evaluation Period”). EMA will evaluate all Proposals based on the selection criteria set out in Section 4. 3.3 EMA reserves the right at its sole discretion to select and license any number of Importers, or none at all, depending on the quality of proposals received.

3.4 Each Participant must be a Singapore-incorporated company that will hold the Licence if selected by EMA to be an Importer. Where the Participant is a consortium, the consortium can meet this requirement through the incorporation of a Special Purpose Vehicle, with its shareholders being the members of the consortium.

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SECTION 4: Selection Criteria 4.1 Proposals will be evaluated based on the selection criteria as outlined in Table 1. The selection criteria are categorised as:

a. Key criteria that have major impact on the security and competitiveness

of Singapore’s gas market.

b. Secondary criteria that would have some impact on the competitiveness of Singapore’s gas market. These criteria serve to differentiate between proposals that have met the key criteria.

c. Other criteria that would provide further differentiation between proposals, ceteris paribus.

Table 1: Selection Criteria

Criteria Remarks

Key Criteria:

(1) Price competitiveness

Participant will be assessed based on the schedule of price(s) (“Price Schedule”) submitted as part of its Baseline Offer4 under the LNG Importer Framework. The Price Schedule sets out the cap on prices for regasified LNG to be delivered to any End-User during the initial 5-year offer period from the Start Date to 31 December 2025 (“Initial Offer Period”).

(2) Take-or-Pay (“TOP”) level

Lower TOP level required by Participant in its Baseline Offer will be considered favourably as this provides End-Users with greater flexibility in managing their offtake.

(3) Mechanisms to allow flexibility to deviate offtake

Participant who offers mechanism(s) that allow End-Users more offtake flexibility will be considered favourably as this allows End-Users to better manage their offtake apart from lower TOP e.g. mechanisms for LNG diversion, gas buy-back, turn-up/down of daily contract quantity during delivery year, etc.

(4) Ability to supply Participant should demonstrate its ability to procure and supply sufficient LNG to meet its 1 Mtpa supply obligations under the LNG Importer Framework for the Initial Offer Period (“Supply Obligation”). Participant should show the extent to which (i) the LNG supply it has secured from upstream LNG suppliers is uncommitted, and (ii) the contract duration and volume of the upstream LNG supply are adequate to meet its Supply Obligation. The upstream supplies can be from LNG suppliers or the Participant’s own planned/committed LNG supply assets, substantiated in the form of an upstream Sales and Purchase Agreement or equivalent. Participant will also be assessed on whether it has mitigating measures in place (e.g. back-up supply sources).

4 Each Importer’s Baseline Offer represents its initial offer to any End-User. The Importer is obligated to make an offer to supply regasified LNG to all potential End-Users on terms which shall not be less favourable to them than under the Importer’s Baseline Offer.

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Criteria Remarks

(5) Mechanisms to ensure price competitiveness

Participant should offer mechanisms to ensure competitive pricing for End-Users under its Baseline Offer e.g. regular price reviews, price challenge mechanism, etc.

(6) Country and project portfolio risk and diversity

Participant should demonstrate its ability to procure LNG from reliable and secure supply sources that support Singapore’s objective of supply diversification at both country and portfolio levels. Participant’s proposed supply portfolio will be evaluated taking into account: (i) country risk (e.g. concentration of supply sources from a single country, political risk, economic risk); (ii) project concentration risk (e.g. how supply to Singapore would be negatively affected if the proposed supply project was compromised); and (iii) upstream project risk (e.g. whether Final Investment Decision (“FID”) of the project has been taken, status of project development, greenfield versus brownfield projects, etc).

(7) Compensation for failure to supply

Participant will be assessed based on the extent of compensation (i.e. terms and quantum) it is willing to provide in the event that it fails to deliver gas supply.

(8) Liability Cap for failure to supply

Participant will be assessed based on the overall liability cap (if any) it is willing to accept for all compensations when it fails to deliver gas supply.

(9) Liquidated Damages

Participant will be assessed based on the extent of liquidated damages it imposes on End-Users if they fail to consume up to the TOP level.

Secondary Criteria:

(10) Price indexation diversity

Participant who offers gas prices that allow End-Users to diversify away from oil price indexation will be considered favourably.

(11) Price Volatility Management

Participant should offer mechanism(s) that help to manage price volatility, e.g. S-curve, averaging of underlying price index to mitigate price volatility, etc.

(12) Credit support requirement

Participant who imposes less stringent and more flexible credit support requirements on End-Users will be considered favourably.

Other Criteria:

(13) Credit Worthiness

Participant should demonstrate sufficient credit standing to meet its obligations to: (i) upstream supplier (e.g. ability to make due payments with respect to the supply of LNG cargoes and fulfil any upstream TOP obligations); (ii) Terminal Operator (e.g. ability to pay Terminal tariffs); (iii) downstream End-Users (e.g. ability to compensate End-Users in the event that it fails to supply); (iv) other parties to the Terminal & Inter-Customer Agreement (“TICA”) in relation to the use of the Terminal for throughput; and (v) EMA (specifically the ability to pay financial penalties if it breaches any conditions in the Licence). Participant will be assessed based on its financial standing and ability to meet the above obligations including but not limited to the Participant’s Net Tangible Assets (“NTA”) and credit rating(s) from accredited credit rating agencies if any.

(14) Related experience

Participant with deep expertise and experience in LNG trading, downstream gas marketing, and pipeline shipping will be considered favourably.

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Criteria Remarks

(15) Potential conflicts of interest

Participant should indicate any potential conflicts of interest that may arise if appointed by EMA as an Importer and propose mechanisms to address such conflicts of interest if any. For example, if Participant is also a power generation company (“genco”), it should demonstrate how it would not be conflicted when selling regasified LNG to other gencos.

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SECTION 5: Instructions for Pre-Submission and Submission of Proposals PRE-SUBMISSION Official point-of-contact 5.1 For the purpose of the RFP, the official email contact of EMA is: LNG_RFP@ema.gov.sg 5.2 Participants are to provide their official contact details via email to EMA using Form A. This is to provide an official contact point between Participants and EMA, such that any official information or notification with regard to the RFP will be disseminated to the relevant official contact points. Should there be any change to such official contact point during the course of the RFP, the Participant is to submit an updated Form A via email to EMA. SUBMISSION OF PROPOSALS Requirements for submission of Proposals 5.3 Participants shall fully comply with all terms, conditions and requirements set out in this RFP document without any modification thereto. Failure to comply may result in disqualification.

5.4 Participants are to submit their Proposals as follows:

a. Structure and organisation of Participant, including information and details of all members of any consortium (collectively “Consortium Members”, and each a “Consortium Member”) using the format given in the Form of Submission, including Form B and Form C;

b. Details of the Participant to be licensed as an Importer if appointed by EMA, namely: (i) a certified true copy of the entity’s Certificate of Incorporation; and (ii) certified true copies of relevant ownership documents, including documents lodged with the Accounting & Corporate Regulatory Authority (“ACRA”) showing the shareholder structure, names and addresses of significant shareholders and the composition of the board of directors;

c. Credentials of the Participant, including all Consortium Members, if any, with respect to their financial standing and credit worthiness including credit rating(s) from accredited credit rating agencies if any;

d. Credentials of the Participant, including all Consortium Members, if any, with respect to industry experience and control in both the global LNG value chain, and the Singapore domestic gas market;

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e. Proposal to import LNG and supply regasified LNG to End-Users for evaluation based on the selection criteria set out in Section 4;

f. Participant’s proposed Baseline Offer(s) in accordance with the LNG Importer Framework as set out in Annex A;

g. A binding TUA executed with SLNG with the appropriate condition precedents. Participant should as soon as practicable, engage SLNG to understand the TUA regime including the terms and conditions of the TUA to be executed5;

h. Any other information, plans or proposals that the Participant may deem relevant for the purposes of this RFP; and

i. Undertaking by Participant and all Consortium Members, if any, to Safeguard Official Information using the Form D.

5.5 The Proposal and any other documents provided shall be in the English language. All monetary values shall be clearly specified and denominated in either United States Dollars or Singapore Dollars. 5.6 Participants comprising Consortium Members will need to satisfy the following requirements to be considered in the RFP selection process:

a. A consortium refers to a single entity, as in the form of a Singapore

incorporated joint venture;

b. Participant shall include copies of the consortium agreements duly signed by all Consortium Members;

c. The consortium agreement must clearly stipulate which member/entity will be providing overall management of the Importer (“Principal Member”); the legal relationship among the Consortium Members; and each individual Consortium Member’s responsibilities under the consortium agreement;

d. The consortium agreement shall state the respective equity/shareholding percentage of each Consortium Member;

e. The Principal Member shall submit the Proposal on behalf of the consortium.

Documentary proof must be provided that the Principal Member is authorised by the Consortium Members to submit the Proposal, receive instructions, give any information, accept any contract and act for and on behalf of all the Consortium Members; and

f. Any change proposed to the structure of Consortium after submission of

Proposals shall be subject to EMA’s approval.

5 SLNG’s official point-of-contact for the purpose of this RFP is: New-TUA@slngcorp.com

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Mode of Submission 5.7 Participants are required to submit their Proposals through softcopy submissions via email to EMA at: LNG_RFP@ema.gov.sg 5.8 The soft copies shall be submitted in both Microsoft WORD and PDF format. Multiple emails are allowed because of the email size limit. Each email shall be below 25 MB. Participants must communicate clearly the references to the Proposals if multiple emails are submitted.

Deadline for Submission 5.9 All Proposals must reach EMA via email by no later than 3pm Singapore time on 9 November 2020 (“Closing Date”). Any Proposal submitted after the Closing Date will not be considered by EMA. 5.10 EMA will acknowledge receipt of all submissions electronically by 4pm Singapore time on 9 November 2020. Please promptly contact Mr Marco Aw (Tel: 6376 7612) or Mr Lai Ming Kwan (Tel: 6376 6126) if you have not received an acknowledgement of your submission by then. Validity of Proposals 5.11 Proposals that have been submitted shall remain valid and binding until the end of the Evaluation Period. 5.12 Proposals shall neither be modified nor withdrawn after the Closing Date, unless approved by EMA. Clarifications before Closing Date 5.13 Participants may engage EMA for clarifications on this RFP document. All clarifications must be formalised in writing to EMA and sent via email to EMA from the email address specified in Form A. Formal clarifications by EMA will be in writing only. 5.14 Notwithstanding the above, EMA is open to meet with Participants on a face-to-face basis to clarify any aspects of this RFP. These meetings serve only as informal discussions, and nothing said or communicated by EMA during such meetings shall be taken as a formal response. 5.15 EMA may invite Participants to make presentations to EMA with regard to their Proposals. Details of such presentations if necessary will be arranged by EMA. In the event EMA requests for written clarification with regard to any aspect of the Participant’s Proposal, the Participant shall use reasonable endeavour to provide full and comprehensive responses within seven (7) days of such request.

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Compliance with Instructions 5.16 Participants shall submit their Proposals in accordance with all the requirements set out in this RFP document. Incomplete submissions could be deemed invalid and may not be considered by EMA. 5.17 EMA shall not be liable to any Participant for any information in this RFP which is incomplete or inaccurate. It is the Participant’s responsibility to acquaint itself with the information contained in this RFP document and all other information that it may need to know in order to prepare its Proposal or to subsequently function and operate as an Importer if appointed by EMA. 5.18 All expenses incurred in the preparation and submission of any Proposals shall be borne by the Participants and no claims for any costs or expenses incurred will be considered by EMA, regardless of the acceptance or rejection of any Proposals. 5.19 Participants shall not make use of any information or material obtained directly or indirectly from EMA, without the prior written consent of EMA, other than for the purposes of this RFP. 5.20 Participants shall not disclose any information or material obtained directly or indirectly from EMA, without the prior written consent of EMA, to any third parties. 5.21 EMA is not obligated to disclose any information with regard to any Participant’s Proposal. 5.22 EMA reserves the right to accept or reject any or all Proposals and its decision shall be final and shall not be subject to any appeal. EMA will not entertain any correspondences concerning the acceptance or rejection of any Proposal (including but not limited to the reasons for the acceptance or rejection of any Proposal). 5.23 The validity, interpretation and performance of this RFP and any Proposals submitted by Participants in response to this RFP shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to the principles of conflicts of law thereof. By submitting a Proposal, the Participant hereby irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Singapore.

5.24 A waiver by EMA of any term or condition of this RFP in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach of the RFP process thereof. 5.25 Prior to the Closing Date, EMA reserves the right to make changes to this RFP document (including but not limited to the RFP process, selection criteria or LNG Importer Framework) through the issuance of a corrigendum or addendum thereto. Where EMA issues a corrigendum or addendum, EMA and the Participants shall execute such further documents and take such further steps as may be reasonably necessary or desirable to effectuate the purposes of this RFP.

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5.26 All information related to this RFP shall remain the property of EMA. All documents submitted by the Participant in response to this RFP shall become the property of EMA. However, any intellectual property in the information contained in the Proposal submitted by the Participant shall remain vested in the Participant. EMA will keep the details of all Proposals confidential unless it is required by law to disclose any information related to a Proposal. 1. 5.27 This RFP is furnished solely for the purpose of assisting Participants in making their own independent evaluation of the roles and requirements of an Importer. It is not meant to be all-inclusive or to contain all the information that a Participant may require to submit a Proposal, and/or to subsequently perform the role of an Importer if appointed by EMA. Participants should make their own assessment regarding the relevance and adequacy of the information contained in this RFP and should carry out their own due diligence to assess/determine whether or not to submit a Proposal in response to this RFP and/or subsequently perform the role of an Importer if appointed by EMA. 5.28 No part of this document shall be construed as forming part of or used to interpret any subsequent contracts entered into by the Participant, whether with End-Users or any other party. 5.29 EMA does not make any representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the information contained in this RFP document or any modification, corrigendum or addendum issued thereto, or any other written statement which is otherwise communicated or made available to the Participants, whether by or on behalf of EMA, nor does EMA accept any liability in relation to any such information or statement for any lack of accuracy, completeness or reasonableness. 5.30 EMA reserves the right to terminate or suspend the RFP process at any point in time for any reason before the appointment of any Importer(s) and shall not be liable for any expenses or costs incurred by any Participant or any other person as a result thereof.

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FORM OF SUBMISSION REQUEST FOR PROPOSAL TO APPOINT LIQUEFIED NATURAL GAS (“LNG”) TERM IMPORTER(S) Having examined the Request for Proposal (“RFP”) issued by the Energy Market Authority (“EMA”) for the above, we attach our proposal submission (“Proposal”) comprising the following items for EMA’s consideration:

i. Form of Submission.

ii. [Participant to list down items attached]

Whereas it is understood that the EMA reserves the right to accept or reject this Proposal without divulging any reason, we: (a) warrant that the information provided in this Proposal is valid and correct; and (b) acknowledge and agree to all the terms and conditions set out in the RFP and the application thereof to our Proposal. Dated this ___________________day of _____________________ 2020. Authorised Authorised Signature of Signature of Participant ____________________ Witness ____________________ Name ____________________ Name ____________________ Designation ____________________ Designation ____________________ Company Company Address ____________________ Address ____________________ Company Company Stamp ____________________ Stamp ____________________

NOTICE This form duly completed MUST accompany every Proposal. Any change to its wordings may render the submission liable to DISQUALIFICATION.

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FORM A OFFICIAL POINT-OF-CONTACT OF PARTICIPANT Please submit Form A back to EMA via email (LNG_RFP@ema.gov.sg) as soon as practicable.

Participant Name:

Name of Contact Point:

Designation:

Email:

Contact Number:

Fax Number:

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FORM B STRUCTURE AND ORGANISATION OF PARTICIPANT

No Item Details

1 Full Name of Participant (Note 1)

2 Registered Address

3 Contact Person’s name Telephone Email Facsimile

4 Legal Form (Note 2)

5 Memorandum and Articles of Association and Joint Venture Agreement Attached (Note 3)

6 Structure / Organisational Charts Attached

Notes: (1) In case of a consortium, names of all Consortium Members MUST be included. (2) E.g. company, partnership, cooperative, consortium, joint venture, etc. (3) Or similar agreement (e.g. shareholders agreement, consortium agreement, etc.)

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FORM C PARTICIPANT MEMBERS

No Item Lead Member Member 1 Member 2 Member 3

1 Name

2 Country of Registration

3 Registered Address

4 Name, Position and Designation of Contact Person

5 Value of Contribution (Share of Total Equity)

6 Description of Company

7 Ultimate beneficial owners (if not listed) or listed parent company/ies

Note: The Participant shall produce additional forms for additional members, as necessary.

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FORM D UNDERTAKING TO SAFEGUARD OFFICIAL INFORMATION 1 My attention has been drawn to the Official Secrets Act (Chapter 213, Revised Edition 2012) and in particular to Section 5 thereof which relates to the safeguarding of official information. 2 I understand and agree that all official information acquired by me in the course of my work and consultancy with any government department, statutory board or government-owned company is strictly confidential in nature, and is not to be published or communicated by me to any unauthorised person in any form at any time, without the official sanction of the relevant Permanent Secretary or the Chief Executive Officer of the statutory board or government-owned company. 3 I further understand and agree that any breach or neglect of this undertaking may render me liable to prosecution under the Official Secrets Act. ………………………….. ……………………………............. (Signature of Company (Full name in BLOCKS and NRIC) Representative) ………………………….. …………………………….. (Designation) (Name of Company) ......................................... (Date) …………………………… ..................................................... (Signature of WITNESS) (Full name in BLOCKS and NRIC) .......................................... (Date)

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Annex A: LNG Importer Framework 1 Any person who is appointed and licensed by EMA as an LNG Importer, will have the duty to serve the wider gas market in Singapore by undertaking and fulfilling the supply obligation in accordance with the framework as set out herein (“Duty”). The LNG Importer is in turn accorded the privilege to:

i. Sell and supply regasified LNG to gas users in Singapore on a term basis i.e. under a GSA of duration 1 year or longer; and

ii. Use the SLNG Terminal at better terms than other (e.g. storage and reload) users, e.g. higher priority to book slots for unloading throughput cargoes to serve End-Users.

Supply Obligation (“SO”) 2 Each LNG Importer shall maintain a Baseline Offer (“BO”) approved by EMA for a specified offer period of 5 years (“Offer Period”). The initial Offer Period will be from the start date of the Importer’s LNG Importer Licence (“Start Date”)6 to 31 December 2025 (“Initial Offer Period”). Subsequent Offer Periods will be consecutive periods of 5 calendar years e.g. 1 January 2026 to 31 December 2030, 1 January 2031 to 31 December 2035, and so on.

i. The BO will be in the form of a full-fledged gas sales agreement (“GSA”) for the sale and supply of regasified LNG to be delivered to End-Users for any duration within the 5-year Offer Period. The LNG Importer shall also provide the corresponding term sheet setting out all the key terms and conditions under the baseline GSA.

ii. The LNG Importer shall offer at the prevailing BO or better terms with the view to contract to supply no less than an aggregate quantity specified by EMA for the relevant Offer Period (“Supply Quantity”). For the Initial Offer Period, the Supply Quantity shall be an aggregate quantity of 1 Mtpa.

Specifications of BO for a given 5-year Offer Period 3 The LNG Importer shall provide:

i. A term sheet for BO that sets out a Price Schedule and non-price terms for regasified LNG to be delivered to the End-User(s) during the Offer Period.

ii. The Price Schedule shall set out the cap on prices that the LNG Importer will charge for regasified LNG to be delivered to any End-User during the Offer Period (“Price Cap”).

iii. Non-price terms shall include take-or-pay (“TOP”) level/penalties, credit

support required from End-User(s), mechanisms to ensure competitive

6 The Start Date is targeted to be 24 April 2021.

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pricing (e.g. price review), and key contractual rights and obligations of the LNG Importer and End User(s).

Fulfilment of SO 4 Each LNG Importer may import LNG on behalf of a third-party under some form of handling agreement. Such LNG shall not be counted towards meeting the LNG Importer’s SO. 5 The LNG Importer may supply and sell regasified LNG to one or more End- Users who are related7 to the LNG Importer. The aggregate of the annual contract quantity (“ACQ”) under the GSAs executed with related End-User(s) can be counted towards meeting the LNG Importer’s SO but shall be capped at 30% i.e. 0.3 Mtpa. 6 The LNG Importer may, in a given Offer Period, enter into a GSA that extends beyond that Offer Period, provided that the ACQ under the GSA during the supply period that extends beyond that Offer Period shall not be counted towards the SO of the subsequent Offer Period. Reset of SO 7 Prior to the start of a new Offer Period, each LNG Importer’s SO shall be reset by refreshing its BO and the Supply Quantity for the period. In other words, the LNG Importer shall offer at the refreshed BO or better terms with the view to contract to supply no less than the specified Supply Quantity during the new Offer Period. 8 The LNG Importer shall submit, no later than 6 months prior to the start of the next Offer Period, a refreshed BO for EMA’s approval. The refreshed BO shall have non-price terms that are same or better than the prior BO unless otherwise approved by EMA, and a reasonable Price Schedule for the next Offer Period. EMA will not unreasonably withhold approval. Obligation not to unduly discriminate between End-Users 9 Each LNG Importer shall not unduly discriminate between End-Users with regard to pricing and other terms for the supply of regasified LNG. EMA will require the LNG Importer to explain and justify where the terms offered or executed with any (related or unrelated) End-User substantially differ from recent terms executed with other (related or unrelated) End-Users. Specifications of GSA 10 All terms in each GSA must be the same or better than the BO unless otherwise agreed by the End-User.

7 As defined under the Companies Act, two corporations are related if: (1) one is the holding company of the other; (2) one is a subsidiary of the other; or (3) one is a subsidiary of the holding company of the other.

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11 All GSAs are subject to EMA’s approval. EMA will not unreasonably withhold approval, e.g. the relevant End-User is aware and has agreed to any deviation from the BO. 12 For any GSA entered during a given Offer Period that extends beyond that Offer Period, the non-price terms must be the same or better than the BO unless otherwise agreed to by the End-User. 13 Any force majeure (“FM”) provisions in a GSA that entitle the LNG Importer to waive or limit its contractual obligation to the End-User or to terminate the GSA, must be reasonable. In particular:

i. The LNG Importer shall observe a standard of conduct that is consistent with a Reasonable and Prudent Operator exercising reasonable endeavour to overcome or mitigate the effects of any FM event/circumstance vis-à-vis the End-User.

ii. An FM event/circumstance shall not include any of the following: (a) termination/revocation of the LNG Importer’s LNG Importer Licence by EMA; (b) termination of the LNG Importer’s Terminal Use Agreement (as a term throughput terminal user) with SLNG as a result of relegation by EMA.

LNG Importer’s credibility to fulfil contractual obligations 14 Each LNG Importer shall demonstrate credibility by maintaining either investment grade credit rating or Net Tangible Assets (“NTA”) of at least US$1 billion. When the LNG Importer’s credit rating falls below investment grade or NTA fall below US$1 billion (as the case may be), the LNG Importer shall, without undue delay, notify and provide either one of the following performance guarantees to the End-User to cover the LNG Importer’s liabilities under the GSA:

i. a guarantee provided by the parent company of the LNG Importer (provided that the parent company has at least investment grade credit rating or NTA of at least US$1 billion) or;

ii. a banker’s guarantee or standby letter of credit.

15 The End-User and the LNG Importer may mutually agree to waive the requirement stated in paragraph 14 above. Minimum notice period required by LNG Importer to start gas delivery to End-User 16 The notice period shall not be longer than 6 months unless otherwise mutually agreed between the End-User and LNG Importer.

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LNG supply sources 17 The LNG Importer shall seek EMA’s prior approval for any proposed change to its LNG supply sources approved by EMA. Relegation of Term Importer 18 In the event that EMA reasonably assesses that an LNG Importer is unable to continue carrying out its Duty, EMA reserves the right to relegate the LNG Importer by withdrawing the privileges accorded to it as an LNG Importer Licensee (“Relegated LNG Importer”). For the avoidance of doubt, a Relegated LNG Importer will be allowed to continue to import LNG to serve its existing End-User(s) until the termination/expiry of their GSA(s) with the Relegated LNG Importer. Effective date of LNG import framework 19 The LNG import framework will commence and take effect on and from the Start Date and apply to the existing LNG Importers as well as any new LNG Importer appointed by EMA. 20 As with any regulatory framework, EMA may from time to time review and enhance/modify any aspect of the LNG Importer Framework in consultation with the stakeholders.