MULTI-SITE SOLAR PROGRAM

NOOR PV II

- Phase 1 -

NOTICE OF CALL FOR PROJECTS

CAPACITY ALLOCATION PROGRAM OF APPROXIMATELY 400

MWdc IN QUALIFIED AND PRE-EQUIPPED SITES FOR THE
DEVELOPMENT OF “PV” PHOTOVOLTAIC PROJECTS UNDER THE
FRAMEWORK OF THE LAW
No. 13-09

1 er January 2021
INTRODUCTION

1. The Kingdom of Morocco has for several years initiated reforms in the energy sector aimed at promoting
renewable energies and encouraging private investment in this sector.

2. These reforms are part of a national energy strategy adopted in 2009 which makes the development of
renewable energies a major priority and as a means allowing the Kingdom to meet the challenges of
security of supply and preservation of environment and sustainable development.

3. In this context, the Ministry of Energy, Mines and the Environment (MEME) is responsible, among other
things, for developing and implementing government policy in the field of energy, and for monitoring to
the development and application of the laws and regulations in force, in particular those governing the
renewable energy sector. The MEME is also responsible for granting authorizations within the
framework of Law 13-09 on renewable energies.

4. Masen, the main player in the implementation of the Kingdom's strategy in the Renewable Energy
sector, is responsible in particular for carrying out a development program for integrated projects for
the production of electricity from energy sources. renewables with a minimum additional total capacity
of 6,000 MW by 2030. These ambitious objectives aim in particular to increase the contribution of
renewable energies in the national electricity mix to a minimum of 52% by 2030. In addition, this
energy strategy national initiative was accompanied by organizational, legislative and regulatory
measures to effectively involve private actors in the sector.

5. With this in mind, Law 13-09 relating to renewable energies was promulgated by Dahir n ° 1-10-16 of 26 Safar
1431 (11 February 2010) published in the Official Bulletin n ° 5822 of 1 er rabii II 1431 (March 18, 2010), setting
in particular as objectives:

• Promotion of energy production from renewable sources and its marketing;

• Subjecting installations for the production of energy from renewable sources to an authorization or
declaration system;
• The right, for an operator, to produce electricity from renewable energy sources on behalf of a
consumer or a group of consumers connected to the national very high voltage (THT), high
voltage (HT ) and medium voltage (MV), within the framework of an agreement by which they
undertake to remove and consume the electricity thus produced exclusively for their own use.
6. To act in synergy with this legislative framework and encourage the involvement of the private sector in the
development of electricity production facilities from renewable energy sources, the MEME and MASEN,
hereinafter called " the parts ", have launched a Call for Expressions of Interest ( "FRIEND") in January
2020 for a program ( " Program ") incentive aimed at accelerating the development of private projects within
the framework of Law 13-09, with a total capacity of approximately 400 MW of solar projects using “PV”
photovoltaic technology.

This capability is part of Masen's NOOR PV II multi-site program.

7. Among the main objectives of this Program:

• Strong participation of Moroccan actors in this Program;

• Ensure a relatively high rate of industrial integration;
• Promote local employment in the development, construction and operation of the projects making
up the Program.

PARTICIPATION IN THE CALL FOR PROJECTS

1. Following a first phase of a Call for Expressions of Interest, the Parties have decided to launch a Call for
Projects ("AàP") with the aim of making sites / lots available to operators wishing to develop solar PV
projects under Law 13-
09.

2. In order to access the Call for Projects Document, companies and group of companies ("Consortium")
interested in the Program are invited to submit, as soon as possible, and no later than January 31,
2021 ( "Deadline for Submission of the Request for Access to the Call for Projects Document") an
application file ("Application File") comprising:

- A letter of submission signed by the legal representative of the candidate, in accordance with the model attached in
Annex 1;
- A delegation of power authorizing the legal representative of the candidate to sign the letter of interest in
accordance with the model attached in Annex 2, accompanied by a legal opinion issued by a notary or a
legal firm recognized and competent in the law applicable in the country of origin of the candidate
confirming that the signatory on behalf of this representative has all the powers to represent the member
of the consortium concerned and that the power of attorney provided to this representative is legally valid
with regard to the file;

- A model confidentiality letter signed by the legal representative of the candidate, in accordance with the
model attached in Annex 3;
- A model of the initialed Call for Projects Document.

3. All correspondence and all documents submitted to the Parties or exchanged between the Parties and
the candidates must be written in French.
4. Each candidate must submit an original paper version of the Application Form and two (2) hard copies. In the event of a
discrepancy between the original and the copy, the original shall prevail.

5. The original and all copies of the Candidature File must be entered or written in indelible ink and must be
signed by the legal representative of the candidate.

6. Candidates must submit their Application Forms by mail with acknowledgment of receipt or hand delivery
with acknowledgment of receipt, in sealed envelopes, to the following address: n ° 50 Rocade Sud,
Rabat-Casablanca Immeubles ABCD, Zénith Rabat Souissi, Rabat - Morocco.

7. Applicants must enclose the original and copies of their Application Forms in separate sealed envelopes,
duly marked as follows: "Masen - Noor Project PVII Law 13-09] - Application for the AoP - Original"; "
[Masen - Noor PVII Project Law 13-09]
- Application for the AàP - Copy n ° 1 ";" [Masen - Project Noor PVII Law 13-09] - Application for the AàP - Copy n ° x
".

8. The Applications must be submitted before the Deadline for Submission of the Request for Access to the
Call for Projects Document.

9. Applicants who have submitted a compliant Application Form will be notified of an agreement to access the
Call for Projects Document within a maximum period of 10 working days after the date on which said
Application Form is submitted.

10. Applicants can obtain the Call for Projects Document:

- Or physically at the following address: n ° 50 Rocade Sud, Rabat-Casablanca Immeubles ABCD,
Zénith Rabat Souissi, Rabat - Morocco;
- Either in electronic version through access to Masen's dataroom.
Against a non-refundable payment of 50,000 dirhams (fifty thousand dirhams) (“Process Participation
Fee”) and the signing of a confidentiality letter in accordance with Annex 4, within 8 (eight) days.

11. Payment of the Process Participation Fee will be made by check deposit at the following address:

n ° 50 Rocade Sud, Rabat-Casablanca Immeubles ABCD, Zénith Rabat Souissi, Rabat - Morocco

12. The Process Participation Fee is non-refundable.

13. Access to the Call for Projects Document will be provided to applicants 24 hours after payment of the
Process Participation Fee.

14. An application will be considered unsuccessful if the applicant does not receive any feedback from the Parties within the time
limit specified in paragraph 10.
 Annex 1

Model of the letter of submission of the application file

[The following table must be completed if the applicant is an individual entity]

Date: [insert day, month, year]

Page [insert page number] of [insert total number of pages] pages

Candidate Name :

[insert full name]

Applicant's country of registration:

[indicate the country of incorporation]

Year of incorporation of the candidate:

[indicate the year of incorporation]

Legal address of candidate [in country of registration]:

[insert street / number / town or town / country]

Information on the legal representative of the candidate: Name: [ insert

full name]

Address : [ insert street / number / town or town / country]

Telephone / Fax number: [ insert phone / fax numbers including country and city codes]

E-mail adress: [ indicate e-mail address]

[The following form must be completed in case the applicant is a Consortium to provide
information relating to each member of the consortium.]

Date: [insert day, month, year]

Page [insert page number] of [insert total number of pages] pages

Candidate Name :

[insert full name]

Name of the consortium:

[insert full name of consortium]

Applicant's country of registration:

[indicate the country of incorporation]

Year of incorporation of the candidate:

[indicate the year of incorporation]

Legal address of candidate [in country of registration]:

[insert street / number / town or town / country]

Information on the legal representative of the candidate Name:

[ insert full name]

Address : [ insert street / number / town or town / country]

Telephone / Fax: [[ insert phone / fax numbers including country and city codes]

E-mail adress: [ indicate e-mail address]

 Annex 2

Delegation of authority letter template

By virtue of this [ Delegation of power] established on the date specified in the annex below (the " Annex
to the [Delegation of Power] ") The company defined in the" Component "Hereof, delegates to the
person defined in the Appendix under the heading" Agent », Acting as representative of [ Tenderer] as
defined in the Call for Projects document relating to the Capacity Allocation Program in qualified and
pre-equipped sites for the development of PV projects within the framework of Law No. 13-09, the power to
act in his name and on his behalf as legal representative and:

(a) To establish with his hand or to affix his seal to; and deliver to the place mentioned in
the Annex the document (s) described therein as “Documents”;
(b) To deliver and receive any document or instrument relating to these Documents; and
(c) In general, to initiate all necessary and additional measures in relation
with the matters noted in paragraphs (a), (b) and (c) of the said [Delegation of Authority], including the
preparation, the signing and the accomplishment of any act or thing which according to the Agent must be
required, carried out or made for the purpose of perfecting or authorizing the application of the Document.

and the company declares that:

1. The powers and powers granted as described above will remain in effect until revocation by
written notice from the "Grantor" and sending this written notice of revocation to Masen.

2. The Grantor must ratify and confirm all that the Agent will do or cause in connection with this
[Delegation of Authority], and must compensate and hold the Agent harmless against all claims,
demands, costs, damages, losses and associated expenses. (including the model, adequacy,
precision, authenticity, falsification or any legal effect of the Documents), after the legitimate
exercise of all or part of the powers and powers conferred.

3. Immediately after the execution and issuance of this [Delegation of Power], the Grantor must
register this [Delegation of Power] if required by applicable law.
 ANNEX TO THE [DELEGATION OF AUTHORITY]

A. Date: [ to be completed by the date of signature]

B. Constituent: [ to be completed by the name of the Bidder]
C. Agent: [ to be completed by the name of the representative of the Bidder]

D. Place where Documents are to be delivered [ to complete]

E. Documents:

All documents related to the Call for Projects relating to the Capacity Allocation Program
in qualified and pre-equipped sites for the development of PV projects under Law No.
13-09 published by Masen on 12/31/2020.

In witness whereof, the Constituent has signed this [Delegation of Authority] (seal affixed below) on the

date mentioned above.

[Seal]

[Name / Title of Constituent Representative]

 Annex 3

Privacy letter template

BETWEEN THE UNDERSIGNED :

MASEN, Public limited company with a capital of 4,750,000,000 DH whose head office is located in Rabat, Complexe Zénith
Rabat, n ° 50 Rocade Sud, Rabat-Casablanca Immeubles A, B, C and D, Souissi, 10100 registered with the Trade Register of
Rabat under number 79.835 and represented for the purpose hereof by Mr. Mustapha BAKKOURY, in his capacity as
Chairman and Chief Executive Officer, duly authorized for this purpose,

Hereinafter referred to as " MASEN ",

Firstly,

AND

[ Name of the Tenderer] to the capital of [ amount and currency] whose head office is located at [ city],
[ Address] registered in the [Trade Register] of [ City] under the number [*] and represented for the purpose hereof by [ Last
name and first name], in his quality of [ specify], duly authorized for this purpose,

Hereinafter referred to as "[ specify] ",

On the other hand.

Hereinafter referred to together, the " Parts", or individually, a " Part".

PREVIOUSLY TO THE PRESENTS, IT WAS STATED AS FOLLOWS:

To meet a rapidly growing demand for energy and with a concern for preserving the environment and the
success of the national strategy for the development of renewable energies up to 52% by 2030, the
Ministry of Energy and Mines and Environment (MEME) and MASEN on 12/31/2020 launched a Call for
Projects document (“AàP”) for the allocation of electrical capacities in qualified and pre-equipped sites for
the development of projects solar photovoltaic "PV" under Law 13-09, with a total capacity of approximately
400 MW (hereinafter the "Project").
To electronically access this document (s), MASEN will give access to its data room to private developers
after execution of this Confidentiality Agreement by the two (02) Parties; and the receipt of the original
executed version of the latter at its offices in Rabat.

In order to preserve the confidentiality related to the documents to be shared with the aforementioned private
developers - via its data room - and offers to be received subsequently from its last, MASEN and [to be specified] have
decided to sign this Agreement of Confidentiality, the exhaustive terms of which have been adopted as follows:

THIS BEING EXPOSED, IT HAS BEEN AGREED AND DECIDED AS FOLLOWS:

ARTICLE 1: DEFINITIONS

For the purposes of this contract, the expressions below will have the following definition:

"Holder party": Party owner of Confidential Information that it transmits to the other Party;

"Recipient party (s)": Party that receives Confidential Information from the titular Party;

"Confidential Information": information and data of any kind, in particular technical, scientific, economic,
financial, commercial, accounting, any plan, study, prototype, equipment, audit, experimental and test data,
drawings, graphic representations, specifications, know-how, experience, software and programs, whatever
the form, medium or means, including, without limitation, oral, written or fixed communications on any
medium, that the Parties are required to communicate to each other within the framework of the Project,
directly or indirectly related to the Project.

ARTICLE 2: OBJECT

The purpose of this contract is to define the obligation of confidentiality which is imposed on the Parties in the context of
their exchanges for all aspects related to the investigation, analysis, implementation and / or execution of the Project.

ARTICLE 3: CONFIDENTIALITY COMMITMENTS

The Parties undertake to observe and ensure the strictest confidentiality with regard to Confidential
Information, and to take all necessary measures to preserve its confidentiality, in particular with regard to
their permanent or temporary staff.

To this end, the Parties undertake to:

 • that Confidential Information is protected and kept confidential;

• that the Confidential Information received is treated with the same degree of care and
protection as that accorded to their own confidential information;

• not to use the Confidential Information for any purpose other than that of the Project;

• reveal Confidential Information only to members of their personnel involved in the Project;

• reveal Confidential Information to third parties involved in the Project only after having
requested the written, express and prior agreement of the Contracting Party; take all the
• necessary measures so that all members of their staff and all third parties involved in the
Project, who will be provided with Confidential Information, undertake, before any
communication, to treat the Information with the same degree of confidentiality as that
resulting from this contract at least;

• report the confidential nature of Confidential Information to members of their staff and to all
third parties involved in the Project, upon communication of this Information;

• recall the confidential nature of Confidential Information before any meeting during which
Confidential Information will be communicated;

• maintain the copyright, confidentiality, prohibition of copying, or any other proprietary or

confidentiality notices appearing on the various elements communicated, whether they are
originals or copies.

In addition, the Parties agree not to:

• any disclosure whatsoever, to any third party whatsoever, of Confidential Information, except with
the express prior written consent of the titular Party; to use and / or exploit all or part of the
• Confidential Information for purposes other than those of the Project;

• to file in their own name a patent application on the Confidential Information of which they do
not hold, and more generally a title of ownership whatever it is;

• to make copies, reproductions or duplications of all or part of the Confidential Information,

except with the express prior written consent of the Holder Party;

• to take advantage, by virtue of the communication of the Confidential Information, of any

transfer, concession of license or of any previous right of possession, as defined by the
Intellectual Property Code, on the Confidential Information.

The Parties ensure that these commitments are respected by any person, natural or legal, to whom they
have communicated the Confidential Information.
ARTICLE 4: LIMITED TO CONFIDENTIALITY COMMITMENTS

The Parties are under no obligation of confidentiality with regard to information:

• expressly mentioned as non-confidential by the titular Party;

• which, before their communication by the titular Party, were already held or known to the
recipient Party, provided that it provides proof thereof; which fell into the public domain before
• their date of communication by the titular Party or which would become public thereafter, through
no fault on the part of the receiving Party;

• lawfully received from a third party, without any breach of an obligation of secrecy or professional
secrecy;
• developed by or for the Receiving Party, independently of any access to Confidential
Information.

ARTICLE 5: OWNERSHIP

All Confidential Information and media communicated and delivered by each titular Party are and will
remain the exclusive property of the latter.

ARTICLE 6: RESPONSIBILITY

Each recipient Party recognizes that any breach on its part of its confidentiality commitments will cause
prejudice to the titular Party, and that the latter may seek compensation from it.

ARTICLE 7: RETURN

1. In the event that a Party renounces the Project, the latter undertakes to spontaneously return, without
delay, all the Confidential Information which has been transmitted to it.

2. In the event of abandonment of the Project, the Confidential Information will be spontaneously
destroyed or returned without delay, without a copy being kept, whether on paper or dematerialized
medium.
3. The receiving Party undertakes to justify such restitution or destruction to the titular Party which
requests it.

ARTICLE 8: DURATION AND ENTRY INTO FORCE

This confidentiality contract takes effect from the date of signature by the Parties and will remain in force for
a period of two (02) years. However, the obligations mentioned in article 3 hereof will survive two (02) years
after the termination or expiration of this Contract.
ARTICLE 9: NEW PART

The acceptance of any new Party in the Draft is subject to the signing of a confidentiality undertaking or to
the ratification of this confidentiality contract by depositing an instrument of ratification with the titular Party.

ARTICLE 10: NO REPRESENTATION AND NO WARRANTY

The tenderer acknowledges that no representation or warranty is made or given as to the accuracy and
completeness of the Confidential Project Information or the reasonableness of the assumptions on which it
is based, and that the provision of confidential information is not 'implies no obligation to complete, update
or correct them, if an inaccuracy should be revealed in any of them.

ARTICLE 11: GENERAL PROVISIONS

1. This contract expresses all the obligations of the Parties.

2. In the event of interpretation difficulties between any of the titles appearing at the head of the clauses,
and any of the clauses, the titles will be declared non-existent.
3. If one or more stipulations of this confidentiality contract are held to be invalid or declared as such
in application of a law, a regulation or following a decision which has become final of a competent
court, the other stipulations will retain all their force and scope.

4. Each Party is independent and acts in its own name and under its sole responsibility. Each Party
therefore refrains from making a commitment in the name and on behalf of the other and also
remains fully responsible for its staff, services, products and services.

5. This confidentiality contract was concluded by each Party in consideration of the person of the other Party
and may under no circumstances be the subject of a total or partial assignment, for consideration or free,
by either of the Parties without the prior written consent of the other.

6. The Parties have agreed to perform their obligations in perfect good faith. The Parties reciprocally
7. agree that the fact that one of them tolerates a situation does not have the effect of granting the
other acquired rights. Such tolerance cannot be interpreted as a waiver of the rights in question.

ARTICLE 12: APPLICABLE LAW AND COMPETENT JURISDICTION

This contract is governed exclusively by Moroccan law.

All disputes between the Parties relating to the existence, validity, formation, interpretation, execution and
termination of this contract, which the Parties could not resolve amicably within a period of thirty (30) days from
from the date of notification of the dispute, will be decided definitively according to the Arbitration Rules of the
Moroccan Court of Arbitration instituted within the International Chamber of Commerce of Morocco
(ICC-Morocco)
by three (03) arbitrators appointed in accordance with these regulations. The place of arbitration will be Casablanca, Morocco and

the language of the arbitration will be French.

Done in Rabat in two (02) original copies.

Signed by authorized signatories

For MASEN For [*]

Mr. Mustapha Bakkoury [Last name and

First name]

Date: Date:
 Annex 4
Model of the Call for Projects Document