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GUIDALINES FOR APPLICATION FORMS

Page 1 of 2

SUBJECT: TENDER NO. GCG000123054 - AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC ENVIROMENTAL REFURBISHMENT WORKS

GUIDALINES FOR APPLICATION FORMS

Binding Entity shall use the proper application forms made available by Enel, as specified below in the case of Single Companyor Temporary Associations of Companies (TAC).

Note: The application form/s must be filled-in without omitting any of the data required therein.

Single Company

In case the case of a single company, the Form No. 1 shall be duly filled-in, stamped and signed on each page, completed with all the required attachments.

Temporary Associations of Companies (TAC)

In the case of TAC (Temporary Associations of Companies):

for the Agent Company (group leader): the Form No. 2 shall be duly filled-in, stamped and signed on each page, completed with all the required attachments;

for each one of the Principal Companies (group partners): the Form No. 2bis shall be duly filled-in, stamped and signed on each page, completed with all the required attachments.

For information, in Annex 2 has been inclueded a draft of T.G.C. contract, which will be required by Enel in case of contract award.

ADDRESSES AND CONTACT POINTS TO WHICH FORMS SHALL BE SENT

All documentation required for the application, prepared according to the aforesaid instructions, shall be sent in a sealed envelope, 1 original and 2 copies, within the deadline specified in the Contract Notice published on the Official Journal of the European Union (OJEC), to the following address:

ENEL S.p.a.

Global Procurement - Global Generation Procurement c/o Centro Gestione Corrispondenza

(2)

The outer side of the envelope containing the documents for the application to prequalification shall bear the following wording:

TENDER NO. GCG000123054 - AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC ENVIROMENTAL REFURBISHMENT WORKS

(3)

Form No. 1 Page 1 of 3

Tender no. GCG000123054

Application form for Single Company

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

Subject: AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC

ENVIROMENTAL REFURBISHMENT WORKS

Reference to Contract Notice publication: OJEC(*) 2015/S..., 2015

(*) Official Journal of the European Communities

The undersigned Company _______________________________________________, having registered office in ___________________________________________________________, Postal Code ________, Address _________________________, e-mail ___________________, telephone no. ______________, fax no. ______________, VAT no. ________________________, Fiscal Code _____________________, in the person of its Legal Representative ____________________________________________________, born in ________________________________________________ on ____________,

ASKS

to be invited to participate in the tender for the captioned work and, if invited, asks for all the relevant documentation to be sent to the following address:

__________________________________________________________________, Postal Code ________, Address ___________________________________________________, telephone no. ______________, fax no. ______________, e-mail ___________________________, Commercial contact: Mr./Mrs. ______________________________________________

Therefore, fully aware of the consequences deriving from false and/or reticent declarations (re. art. 76 of D.P.R. – Decree of President of Republic of Italy – no. 445/2000),

HEREBY DECLARES:

With reference to section III.2.1) - Personal situation of the operators, including

requirements concerning membership of the professional roll or commercial register: 1. That no reasons for exclusion exists, as per article 38, paragraph 1, of the Italian Legislative

Decree no. 163/06 and subsequent amendments and supplements.

2. that there are no forms of control, pursuant to article 2359 of the Civil Code, with other Companies participating independently in the tender and there is no coincidence, even partial, with the members of the administrative board, representatives and the signatories of the pre-qualification documents of said company;

3. That there is no relation, even partially, with other Companies that intend to participate independently in the tender, as far as the members of administration and representation bodies as well as the signatories of the bid documents are concerned.

4. To be in compliance with its tax obligations to its employees and of any sub-contractors and/or associates and for temporary or seconded workers (acting as intermediary with the employers) according the relevant laws in force in the Country. As certified by DURC - Social Contribution Compliance Certificate [for Companies residing in Italy];

(4)

Tender no. GCG000123054

Application form for Single Company

Stamp of the Company and

Signature of the Legal Representative: ________________________________________ 6. to attach the following documents:

A) substitutive declaration of the Certificate of registration in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector, or, for Companies not residing in Italy, declaration to be enrolled in the professional Register of the State of residence or (only in case no professional Register exists in the State of residence) to actually exercise the entrepreneurial activity.

B) Declaration, only in case of ordinary Consortium (as per art. 2602 del CodiceCivile (art. 34 of D.Lgs. n. 163/06, comma 1 letters d) and e)) or Temporary Association of Companies, stating the Consortium composition with the indication of Agent and Principal companies. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

C) Declaration, only in case of Consortium (as per art. 34 of D.Lgs. n. 163/06, comma 1 letters b) and c)), stating the Consortium composition. In case the Consortium will not carry out directly (in full or in part) the works, a declaration concerning the list of both the companies of the Consortium appointed to carry out the works and the portions of the works assigned to each companies, shall be submitted. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

ALSO DECLARES

A) that there are no grounds for conflict of interest, even potential, between the applicant and Enel Group companies, which might result from an investigation of the applicant's corporate composition showing that there are subjects holding top management position within the said Group companies and/or employed by the same companies (including their relatives up to the second degree), and/or having privileges or voting shares or trusts.

B) to be available to adhere to specific ethical-social obligations (eg. Measures that guarantee workers the respect of fundamental rights, the principles of equal treatment and non-discrimination, prohibition of child labor etc...) and accept inspections at its production facilities and offices in order to verify the fulfillment of these requirements.

HEREBY ALSO DECLARES:

With reference to section III.2.2) - Economic and Financial Capacity

1. to have appropriate bank reference and willingness of at least 2 Credit Institution to grant the trust necessary for the execution of the work;

2. to have a potential company capability to guarantee the proper execution of the work;

7. [for Companies residing in Italy] To be enrolled in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector.

(5)

Form No. 1 Page 3 of 3

Tender no. GCG000123054

Application form for Single Company

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

9. To have suitable bank references, attesting the availability of the Banks to grant the credits needed for carrying out the works.

10. To be in possession of the requirements of solvency, profitability and financial soundness related to the last 3 years compatible with the value of the work order and in particular with at least 3 of the following 5 conditions:

1. R.O.E.= Net Income (or Loss) for the year (a) / Equity (d) > 1%

2. EBITDA/ Value of Production = EBITDA (c) / Value of Production (b) > 2% 3. LEVERAGE = Equity (d) / Total Assets (e) > 10%

4. TURNOVER = Value of Production (b) / Total Assets (e) > 0,6

5. Financial Expenses/ Value of Production = Financial Expenses (f) / Value of Production (b) < 4%

Furthermore, the following condition has been met in any case: - Shareholders' Equity(d) > 0

[Such conditions shall be proved during the bidding phase by submitting copies the Company balance-sheets, or extracts from the balance-balance-sheets, or, only for Companies residing in countries in which the publication of the balance-sheets is not provided for, by submitting appropriate documentation proving the statements made on turnover figures]

With reference to section III.2.3) - Technical Capacity (only for safety matter)

11. To have adequate experience on safety management and to have implemented a safety management system according to international standard.

Also as requested is attached: ...;

12. To have Industrial accident trend for its own workers calculated on the basis of the previous year, with a frequency index [FI = (Number of accidents/ Number of worked hours) x 106] and severity index [SI = (Days lost for injuries/ Number of worked hours) x 103]

This application form is submitted in No. 1 original and No. 2 copies, complete of the following annexes:

• Declaration on the Company Structure, as per annex 1.

• Copy of the certification attesting the enrolment in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector, or, for foreign companies not residing in Italy, in the professional Register of the State of residence.

• Copy of an identity document of the signatory/legal representative, according to the provisions of D.P.R. no. 445/2000.

(6)

Form for DDEECCLLAARRAATTIIOONNOONNTTHHEECCOOMMPPAANNYYSSTTRRUUCCTTUURREE11

SUBJECT: TENDER NO. GCG000123054

AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC ENVIROMENTAL REFURBISHMENT WORKS Reference to Contract Notice publication OJEC(*)

(*) Official Journal of the European Communities

The Company ………

represented by its legal representative …...……….

……… aware that:

• Enel Group has implemented a Code of Ethics and a Compliance Program pursuant to Italian Legislative Decree 231/2001 and has adopted the Zero Tolerance Plan against the corruption (the hereof mentioned documents are available for consultation on the website: www.enel.it, Section “ the Company”);

• these documents set down the commitments and the ethical responsibility of Enel Group in managing its business activities, its relationships and to satisfy the demand to guarantee the conditions for honesty and transparency in the management of company activities and in the relationship with third parties;

• Enel Group intends to guarantee the maximum correctness, transparency and traceability of the various purchasing processes,

H

HEERREEBBYYDDEECCLLAARREESS

that from the analysis of the structure of the Company, of its own managing bodies and of the possible controlling entities (including trust companies), as well as of any other data at the Company’s disposal: 1. [there are not] / [there are]2 :

a) persons who occupy within the Companies of Enel Group a position of top management (Directors, Executive with key responsibilities) or of effective Statutory Auditor;

b) persons who are employed in Companies of Enel Group;

c) with reference to persons listed in points a) and b), relatives and relatives in law till second degree, not legally separate spouse, common-law partner, children of spouse or children of common-law partner, dependants linked by kinship or by marriage (affinity).

2. [there are not] / [there are]2 any usufruct on the shares with voting rights; 3. [there are not] / [there are]2 any pledge on the shares with voting rights; 4. [there are not] / [there are]2 controlling trust company.

The undersigned Company specifies that this declaration has been made on the basis of information collected in accordance with the legislation on the personal data protection, on the basis of verifications tracing back to the natural persons in possession of the single shares/participation into the Company's corporate capital, as well as into the Companies (including trust Companies) – if any – having the direct or indirect control of the declaring Company.

The undersigned Company undertakes to promptly notify to Enel any changes that may incur with respect to the information contained in this declaration. Furthermore, aware that Enel may request at any time the evidence of the contents of this declaration, the same undertakes since now to supply suitable documentation.

1 The public bodies, the companies listed on the stock exchange, the banks and the companies controlled by them, are not requested to submit this declaration.

2 Cross out the term that does not apply. Should even one of the situations listed at points 1, 2, 3 and 4 exist, please include, in the

(7)

Annex 1

Page 2 of 6

Your faithfully,

Place and Date, ………

Company Stamp Signature of the legal representative

(fully legible)

Data Protection: information and consent.

In accordance with the legislation in force on the protection of personal data, Enel informs that the provided data will be treated exclusively in relation to the process of supplying and selecting the suppliers, aimed to guarantee impartiality, transparency and honesty and for the purpose of avoiding situations of possible conflict of interests and unlawfulness of behaviours in conformity with the regulations set down in the Code of Ethics, the Compliance Program pursuant to Italian Legislative Decree 231/2001 and the Zero Tolerance Plan against corruption adopted by the Enel Group. Each supplier has the right to access to its own data, requesting Enel to amend, to integrate or, as the case may be, to cancel or to block it.

Having read and understood the above, the undersigned in his quality of legal representative of the above mentioned Company agrees for the disclosure of personal data supplied within the limits and for the purposes contained in this information report.

Signature of the legal representative (fully legible)

(8)

Draft for

DECLARATION ON THE COMPANY STRUCTURE11

SUBJECT: TENDER NO. GCG000123054 - AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC ENVIROMENTAL REFURBISHMENT WORKS

Reference to Contract Notice publication OJEC(*)

(*) Official Journal of the European Communities

The Company ………

represented by its legal representative …...……….

……… aware that:

• Enel Group has implemented a Code of Ethics and a Compliance Program pursuant to Italian Legislative Decree 231/2001 and has adopted the Zero Tolerance Plan against the corruption (the hereof mentioned documents are available for consultation on the website: www.enel.it, Section “ the Company”);

• these documents set down the commitments and the ethical responsibility of Enel Group in managing its business activities, its relationships and to satisfy the demand to guarantee the conditions for honesty and transparency in the management of company activities and in the relationship with third parties;

• Enel Group intends to guarantee the maximum correctness, transparency and traceability of the various purchasing processes,

H

HEERREEBBYYDDEECCLLAARREESS

that from the analysis of the structure of the Company, of its own managing bodies and of the possible controlling entities (including trust companies), as well as of any other data at the Company’s disposal: 1. [there are not] / [there are]2 :

a) persons who occupy within the Companies of Enel Group a position of top management (Directors, Executive with key responsibilities) or of effective Statutory Auditor;

b) persons who are employed in Companies of Enel Group;

c) with reference to persons listed in points a) and b), relatives and relatives in law till second degree, not legally separate spouse, common-law partner, children of spouse or children of common-law partner, dependants linked by kinship or by marriage (affinity).

2. [there are not] / [there are]2 any usufruct on the shares with voting rights; 3. [there are not] / [there are]2 any pledge on the shares with voting rights; 4. [there are not] / [there are]2 controlling trust company.

The undersigned Company specifies that this declaration has been made on the basis of information collected in accordance with the legislation on the personal data protection, on the basis of verifications tracing back to the natural persons in possession of the single shares/participation into the Company's corporate capital, as well as into the Companies (including trust Companies) – if any – having the direct or indirect control of the declaring Company.

The undersigned Company undertakes to promptly notify to Enel any changes that may incur with respect to the information contained in this declaration. Furthermore, aware that Enel may request at any

1 The public bodies, the companies listed on the stock exchange, the banks and the companies controlled by them, are not requested to submit this declaration.

2 Cross out the term that does not apply. Should even one of the situations listed at points 1, 2, 3 and 4 exist, please include, in the

(9)

Annex 1

Page 2 of 5

time the evidence of the contents of this declaration, the same undertakes since now to supply suitable documentation.

Your faithfully,

Place and Date, ………

Company Stamp Signature of the legal representative

(fully legible)

Data Protection: information and consent.

In accordance with the legislation in force on the protection of personal data, Enel informs that the provided data will be treated exclusively in relation to the process of supplying and selecting the suppliers, aimed to guarantee impartiality, transparency and honesty and for the purpose of avoiding situations of possible conflict of interests and unlawfulness of behaviours in conformity with the regulations set down in the Code of Ethics, the Compliance Program pursuant to Italian Legislative Decree 231/2001 and the Zero Tolerance Plan against corruption adopted by the Enel Group. Each supplier has the right to access to its own data, requesting Enel to amend, to integrate or, as the case may be, to cancel or to block it.

Having read and understood the above, the undersigned in his quality of legal representative of the above mentioned Company agrees for the disclosure of personal data supplied within the limits and for the purposes contained in this information report.

Signature of the legal representative (fully legible)

(10)

A ATTTTAACCHHMMEENNTTTTOO D DEECCLLAARRAATTIIOONNOONNTTHHEECCOOMMPPAANNYYSSTTRRUUCCTTUURREE The Company ………

represented by its legal representative …...……….

………

declares that from the analysis of the structure of the Company, of its own managing bodies and of the possible controlling entities (including trust companies), as well as of any other data at the Company’s disposal, on the basis of verifications tracing back to the natural persons in possession of the single shares/participation into the Company's corporate capital:

1.

Mr./Mrs. Name ………. Surname

………

Born in ……….. on ………. Fiscal Code

……….

Resident in ………. Address ……… Is present into the Company in his quality of ……… Within the sphere of Enel Group is:

□ Director of the Company ……… of Enel Group

□ Executive with key responsibilities (specify the concerned office)………... of the Company ……… of Enel Group

□ Employee of the Office/Department (specify the concerned office/department) ………... with role/position ………..… of the Company ……… of Enel Group

□ Statutory Auditor of the Company ……… of Enel Group

□ Relative/Relative in law till second degree / not legally separated spouse / common-law partner / children of spouse / children of common-law partner / dependants linked by kinship or by

marriage (affinity) of

Name ……….. Surname ………. working in the Company ……… of Enel Group …….………. with role/position ………...

2.

□ there are usufruct on the shares with voting rights attributed to:

Name ……..………. Surname

………..…..

Born in ……….. on ………. Fiscal Code ………. Resident in ………. Address ……… Is present into the Company in his quality of ……… Within the sphere of Enel Group is:

□ Director of the Company ……… of Enel Group

□ Executive with key responsibilities (specify the concerned office)………... of the Company ……… of Enel Group

□ Employee of the Office/Department (specify the concerned office/department) ………... with role/position ………..… of the Company ……… of Enel Group

□ Statutory Auditor of the Company ……… of Enel Group

(11)

Annex 1

Page 4 of 5

Name ……….. Surname ………. working in the Company

……… of Enel Group …….………. with role/position ………...

3.

□ there are pledge on the shares with voting right attributed to:

Name ……..………. Surname

………..…..

Born in ……….. on ………. Fiscal Code ………. Resident in ………. Address ……… Is present into the Company in his quality of ……… Within the sphere of Enel Group is:

□ Director of the Company ……… of Enel Group

□ Executive with key responsibilities (specify the concerned office)………... of the Company ……… of Enel Group

□ Employee of the Office/Department (specify the concerned office/department) ………... with role/position ………..… of the Company ……… of Enel Group

□ Statutory Auditor of the Company ……… of Enel Group

□ Relative/Relative in law till second degree / not legally separated spouse / common-law partner / children of spouse / children of common-law partner / dependants linked by kinship or by marriage (affinity) of

Name ……….. Surname ………. working in the Company

……… of Enel Group …….………. with role/position ………...

4.

□ there are the following controlling trust Companies:

Company……….……….……in which

Mr./Mrs. Name ……..………. Surname

………

Born in ……….. on ………. Fiscal Code ………. Resident in ………. Address ……… is present in his quality of ………

Within the sphere of Enel Group is:

□ Director of the Company ……… of Enel Group

□ Executive with key responsibilities (specify the concerned office)………... of the Company ……… of Enel Group

□ Employee of the Office/Department (specify the concerned office/department) ………... with role/position ………..… of the Company ……… of Enel Group

□ Statutory Auditor of the Company ……… of Enel Group

□ Relative/Relative in law till second degree / not legally separated spouse / common-law partner / children of spouse / children of common-law partner / dependants linked by kinship or by marriage (affinity) of

Name ……….. Surname ………. working in the Company

……… of Enel Group …….………. with role/position ………...

Yours faithfully,

Place and Date, ………

Signature of the legal representative

(12)

The undersigned Company specifies that this declaration has been made on the basis of information collected in accordance with the legislation on the personal data protection, on the basis of verifications tracing back to the natural persons in possession of the single shares/participation into the Company's corporate capital and undertakes to promptly notify to Enel any changes that may incur with respect to the information contained in this declaration. Furthermore, aware that Enel may request at any time the evidence of the contents of this declaration, the same undertakes since now to supply suitable documentation.

Yours faithfully,

Place and Date, ………

Signature of the legal representative

(fully legible)

Data Protection: information and consent.

In accordance with the legislation in force on the protection of personal data, Enel informs that the provided data will be treated exclusively in relation to the process of supplying and selecting the suppliers, aimed to guarantee impartiality, transparency and honesty and for the purpose of avoiding situations of possible conflict of interests and unlawfulness of behaviours in conformity with the regulations set down in the Code of Ethics, the Compliance Program pursuant to Italian Legislative Decree 231/2001 and the Zero Tolerance Plan against corruption adopted by the Enel Group. Each supplier has the right to access to its own data, requesting Enel to amend, to integrate or, as the case may be, to cancel or to block it.

Having read and understood the above, the undersigned in his quality of legal representative of the above mentioned Company agrees for the disclosure of personal data supplied within the limits and for the purposes contained in this information report.

Signature of the legal representative (fully legible)

(13)

Form No. 2 Page 1 of 4

Tender no. GCG000123054

Application form for Agent Company of a TAC

(Temporary Association of Companies)

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

Subject: AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC

ENVIROMENTAL REFURBISHMENT WORKS Reference to Contract Notice publication: OJEC(*)

(*) Official Journal of the European Communities

The undersigned Company _______________________________________________, having registered office in ___________________________________________________________, Postal Code ________, Address _________________________, e-mail ___________________, telephone no. ______________, fax no. ______________, VAT no. ________________________, Fiscal Code _____________________, in the person of its Legal Representative ____________________________________________________, born in ________________________________________________ on ____________,

ASKS

to be invited to participate in the tender for the captioned supply in the capacity of AGENT Company of a Temporary Association of Companies, with the following Principal

Companies:

Company Corporate name Having registered office in

A B C …

and, if invited, asks for all the relevant documentation to be sent to the following address: __________________________________________________________________, Postal Code ________, Address ___________________________________________________, telephone no. ______________, fax no. ______________, e-mail ___________________________, Commercial contact: Mr./Mrs. ______________________________________________

Therefore, fully aware of the consequences deriving from false and/or reticent declarations (re. art. 76 of D.P.R. – Decree of President of Republic of Italy – no. 445/2000),

HEREBY DECLARES:

With reference to section III.2.1) - Personal situation of the operators, including

requirements concerning membership of the professional roll or commercial register: 1. That no reasons for exclusion exists, as per article 38, paragraph 1, of the Italian Legislative

(14)

Tender no. GCG000123054

Application form for Agent Company of a TAC

(Temporary Association of Companies)

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

2. that there are no forms of control, pursuant to article 2359 of the Civil Code, with other Companies participating independently in the tender and there is no coincidence, even partial, with the members of the administrative board, representatives and the signatories of the pre-qualification documents of said company;

3. That there is no relation, even partially, with other Companies that intend to participate independently in the tender, as far as the members of administration and representation bodies as well as the signatories of the bid documents are concerned.

4. To be in compliance with its tax obligations to its employees and of any sub-contractors and/or associates and for temporary or seconded workers (acting as intermediary with the employers) according the relevant laws in force in the Country. As certified by DURC - Social Contribution Compliance Certificate [for Companies residing in Italy];

5. to have available internet access, with the following email address:_____________________ 6. to attach the following documents:

A) substitutive declaration of the Certificate of registration in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector, or, for Companies not residing in Italy, declaration to be enrolled in the professional Register of the State of residence or (only in case no professional Register exists in the State of residence) to actually exercise the entrepreneurial activity.

B) Declaration, only in case of ordinary Consortium (as per art. 2602 del CodiceCivile (art. 34 of D.Lgs. n. 163/06, comma 1 letters d) and e)) or Temporary Association of Companies, stating the Consortium composition with the indication of Agent and Principal companies. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

C) Declaration, only in case of Consortium (as per art. 34 of D.Lgs. n. 163/06, comma 1 letters b) and c)), stating the Consortium composition. In case the Consortium will not carry out directly (in full or in part) the works, a declaration concerning the list of both the companies of the Consortium appointed to carry out the works and the portions of the works assigned to each companies, shall be submitted. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

ALSO DECLARES

A) that there are no grounds for conflict of interest, even potential, between the applicant and Enel Group companies, which might result from an investigation of the applicant's corporate composition showing that there are subjects holding top management position within the said Group companies and/or employed by the same companies (including their relatives up to the second degree), and/or having privileges or voting shares or trusts.

B) to be available to adhere to specific ethical-social obligations (eg. Measures that guarantee workers the respect of fundamental rights, the principles of equal treatment and non-discrimination, prohibition of child labor etc...) and accept inspections at its production facilities and offices in order to verify the fulfillment of these requirements.

(15)

Form No. 2 Page 3 of 4

Tender no. GCG000123054

Application form for Agent Company of a TAC

(Temporary Association of Companies)

Stamp of the Company and

Signature of the Legal Representative: ________________________________________ With reference to section III.2.2) - Economic and Financial Capacity

1. to have appropriate bank reference and willingness of at least 2 Credit Institution to grant the trust necessary for the execution of the work;

2. to have a potential company capability to guarantee the proper execution of the work;

7. [for Companies residing in Italy] To be enrolled in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector.

8. [for Companies not residing in Italy] To be enrolled in the professional Register of the State of residence or (only in case no professional Register exists in the State of residence) to actually exercise the entrepreneurial activity.

9. To have suitable bank references, attesting the availability of the Banks to grant the credits needed for carrying out the works.

10. To be in possession of the requirements of solvency, profitability and financial soundness related to the last 3 years compatible with the value of the work order and in particular with at least 3 of the following 5 conditions:

1. R.O.E.= Net Income (or Loss) for the year (a) / Equity (d) > 1%

2. EBITDA/ Value of Production = EBITDA (c) / Value of Production (b) > 2% 3. LEVERAGE = Equity (d) / Total Assets (e) > 10%

4. TURNOVER = Value of Production (b) / Total Assets (e) > 0,6

5. Financial Expenses/ Value of Production = Financial Expenses (f) / Value of Production (b) < 4%

Furthermore, the following condition has been met in any case: - Shareholders' Equity(d) > 0

[Such conditions shall be proved during the bidding phase by submitting copies the Company balance-sheets, or extracts from the balance-balance-sheets, or, only for Companies residing in countries in which the publication of the balance-sheets is not provided for, by submitting appropriate documentation proving the statements made on turnover figures]

With reference to section III.2.3) - Technical Capacity (only for safety matter)

11. To have adequate experience on safety management and to have implemented a safety management system according to international standard.

Also as requested is attached: ...;

12. To have Industrial accident trend for its own workers calculated on the basis of the previous year, with a frequency index [FI = (Number of accidents/ Number of worked hours) x 106] and severity index [SI = (Days lost for injuries/ Number of worked hours) x 103]

(16)

Tender no. GCG000123054

Application form for Agent Company of a TAC

(Temporary Association of Companies)

Stamp of the Company and

Signature of the Legal Representative: ________________________________________ HEREBY ALSO DECLARES:

This application form is submitted in No. 1 original and No. 2 copies, complete of the following annexes:

For each one of the principal Companies A, B, C….: form No. 2bis, duly filled-in in every section, stamped, signed and complete of the required annexes.

• Joint declaration of all the members of the grouping attesting the composition of the TAC, indicating the agent company (group leader) and the principal companies (group partners) and containing the commitment to comply, during the bidding phase, with the provisions of article 37 of the Italian Legislative Decree no. 163/06 and subsequent amendments and supplements.

• Declaration on the Company Structure, as per annex 1.

• Copy of the certification attesting the enrolment in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector, or, for foreign companies not residing in Italy, in the professional Register of the State of residence.

• Copy of an identity document of the signatory/legal representative, according to the provisions of D.P.R. no. 445/2000.

(17)

Form No. 2bis Page 1 of 4

Tender no. GCG000123054

Application form for Principal Company ___

(1)

of a TAC (Temporary Association of Companies)

Please, indicate A, B, _, according to what has been declared in the relevant application form for Agent Company of a TAC

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

Subject: AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC

ENVIROMENTAL REFURBISHMENT WORKS Reference to Contract Notice publication: OJEC(*)

Official Journal of the European Communities

The undersigned Company _______________________________________________, having registered office in ___________________________________________________________, Postal Code ________, Address _________________________, e-mail ___________________, telephone no. ______________, fax no. ______________, VAT no. ________________________, Fiscal Code _____________________, in the person of its Legal Representative ____________________________________________________, born in ________________________________________________ on ____________,

ASKS

to be invited to participate in the tender for the captioned work in the capacity of PRINCIPAL Company of a Temporary Associations of Companies.

Therefore, fully aware of the consequences deriving from false and/or reticent declarations (re. art. 76 of D.P.R. – Decree of President of Republic of Italy – no. 445/2000),

HEREBY DECLARES:

With reference to section III.2.1) - Personal situation of the operators, including

requirements concerning membership of the professional roll or commercial register: 1. That no reasons for exclusion exists, as per article 38, paragraph 1, of the Italian Legislative

Decree no. 163/06 and subsequent amendments and supplements.

2. that there are no forms of control, pursuant to article 2359 of the Civil Code, with other Companies participating independently in the tender and there is no coincidence, even partial, with the members of the administrative board, representatives and the signatories of the pre-qualification documents of said company;

3. That there is no relation, even partially, with other Companies that intend to participate independently in the tender, as far as the members of administration and representation bodies as well as the signatories of the bid documents are concerned.

4. To be in compliance with its tax obligations to its employees and of any sub-contractors and/or associates and for temporary or seconded workers (acting as intermediary with the employers) according the relevant laws in force in the Country. As certified by DURC - Social Contribution Compliance Certificate [for Companies residing in Italy];

(18)

Tender no. GCG000123054

Application form for Principal Company ___

(1)

of a TAC (Temporary Association of Companies)

Please, indicate A, B, _, according to what has been declared in the relevant application form for Agent Company of a TAC

Stamp of the Company and

Signature of the Legal Representative: ________________________________________ 6. to attach the following documents:

A) substitutive declaration of the Certificate of registration in the Register of Companies of the Chamber of Commerce, Industry, Handicraft and Agriculture or in the Register of Provincial Commissions for the Handicraft Sector, or, for Companies not residing in Italy, declaration to be enrolled in the professional Register of the State of residence or (only in case no professional Register exists in the State of residence) to actually exercise the entrepreneurial activity.

B) Declaration, only in case of ordinary Consortium (as per art. 2602 del CodiceCivile (art. 34 of D.Lgs. n. 163/06, comma 1 letters d) and e)) or Temporary Association of Companies, stating the Consortium composition with the indication of Agent and Principal companies. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

C) Declaration, only in case of Consortium (as per art. 34 of D.Lgs. n. 163/06, comma 1 letters b) and c)), stating the Consortium composition. In case the Consortium will not carry out directly (in full or in part) the works, a declaration concerning the list of both the companies of the Consortium appointed to carry out the works and the portions of the works assigned to each companies, shall be submitted. The declaration must include the commitment to fulfill, during the Bid process, the requirement of art. 37 of D.Lgs. n. 163/06.

ALSO DECLARES

A) that there are no grounds for conflict of interest, even potential, between the applicant and Enel Group companies, which might result from an investigation of the applicant's corporate composition showing that there are subjects holding top management position within the said Group companies and/or employed by the same companies (including their relatives up to the second degree), and/or having privileges or voting shares or trusts.

B) to be available to adhere to specific ethical-social obligations (eg. Measures that guarantee workers the respect of fundamental rights, the principles of equal treatment and non-discrimination, prohibition of child labor etc...) and accept inspections at its production facilities and offices in order to verify the fulfillment of these requirements.

HEREBY ALSO DECLARES:

With reference to section III.2.2) - Economic and Financial Capacity

1. to have appropriate bank reference and willingness of at least 2 Credit Institution to grant the trust necessary for the execution of the work;

2. to have a potential company capability to guarantee the proper execution of the work;

(19)

Form No. 2bis Page 3 of 4

Tender no. GCG000123054

Application form for Principal Company ___

(1)

of a TAC (Temporary Association of Companies)

Please, indicate A, B, _, according to what has been declared in the relevant application form for Agent Company of a TAC

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

8. [for Companies not residing in Italy] To be enrolled in the professional Register of the State of residence or (only in case no professional Register exists in the State of residence) to actually exercise the entrepreneurial activity.

9. To have suitable bank references, attesting the availability of the Banks to grant the credits needed for carrying out the works.

10. To be in possession of the requirements of solvency, profitability and financial soundness related to the last 3 years compatible with the value of the work order and in particular with at least 3 of the following 5 conditions:

1. R.O.E.= Net Income (or Loss) for the year (a) / Equity (d) > 1%

2. EBITDA/ Value of Production = EBITDA (c) / Value of Production (b) > 2% 3. LEVERAGE = Equity (d) / Total Assets (e) > 10%

4. TURNOVER = Value of Production (b) / Total Assets (e) > 0,6

5. Financial Expenses/ Value of Production = Financial Expenses (f) / Value of Production (b) < 4%

Furthermore, the following condition has been met in any case: - Shareholders' Equity(d) > 0

[Such conditions shall be proved during the bidding phase by submitting copies the Company balance-sheets, or extracts from the balance-balance-sheets, or, only for Companies residing in countries in which the publication of the balance-sheets is not provided for, by submitting appropriate documentation proving the statements made on turnover figures]

With reference to section III.2.3) - Technical Capacity (only for safety matter)

11. To have adequate experience on safety management and to have implemented a safety management system according to international standard.

Also as requested is attached: ...;

12. To have Industrial accident trend for its own workers calculated on the basis of the previous year, with a frequency index [FI = (Number of accidents/ Number of worked hours) x 106] and severity index [SI = (Days lost for injuries/ Number of worked hours) x 103]

[this point can be omitted if the technical requirements are met by another company belonging to the grouping].

HEREBY ALSO DECLARES:

This application form is submitted in No. 1 original and No. 2 copies, complete of the following annexes:

• Declaration on the Company Structure, as per annex 1.

(20)

Tender no. GCG000123054

Application form for Principal Company ___

(1)

of a TAC (Temporary Association of Companies)

Please, indicate A, B, _, according to what has been declared in the relevant application form for Agent Company of a TAC

Stamp of the Company and

Signature of the Legal Representative: ________________________________________

Commissions for the Handicraft Sector, or, for foreign companies not residing in Italy, in the professional Register of the State of residence.

• Copy of an identity document of the signatory/legal representative, according to the provisions of D.P.R. no. 445/2000.

(21)

Annex 2

Page 1 of 3

Draft of

CONTRACT FOR TEMPORARY ASSOCIANTS OF COMPANIES (TAC)

SUBJECT: TENDER NO. GCG000123054 - AS PONTES COAL FIRED POWER PLANT – SPAIN DEI COMPLAINCE – EPC ENVIROMENTAL REFURBISHMENT WORKS

Reference to Contract Notice publication OJEC(*)

(*) Official Journal of the European Communities

The undersigned Companies: a) ………...……… b) ………...………

...………

n) ………...………

Whereas:

- Enel S.p.a. Global Procurement – Global Generation Procurement, in the name and on behalf of Enel Ingegneria e Ricerca S.p.A., on ……… has issued the call for tender no. ………….…… for carrying out the works of ….…….……….……… concerning the plant of ……….

- the above mentioned Companies have submitted a bid under the form of a not yet established Temporary Grouping of Companies;

Declare: Article 1

to establish a Temporary Associates of Companies for the purpose of tender no. ……… , by granting special mandate with power of attorney to the Company ……… , qualified as Agent Company (group leader), which will be thus authorised to keep up relations with Enel Ingegneria e Innovazione S.p.A., in the name and on behalf of all the grouped Companies, for the stipulation and execution of the contract concerning the tender at issue, until termination of the contractual relationship.

The supplies/activities that each Company will carry out are listed hereinafter:

a) Company ………. : ……… (short description of supplies/activities) b) Company ………. : ……… (short description of supplies/activities)

……….

n) Company ………. : ……… (short description of supplies/activities) In particular, through its legal representative, the Agent Company shall be entitled to perform the following duties, given as a non-exhaustive example:

a) to submit, in the name and on behalf of all the grouped Companies, the documentation requested for the confirmation of the contract concerning the tender at issue;

(22)

c) to draw up work progress reports, submit them to the contracting Company for review, obtain the approval and give its consent to the invoices issued by the Principal Companies (group partners);

(23)

Annex 2

Page 3 of 3

Article 2

The establishment of the Temporary Associations of Companies will entail the joint liability of the grouped Companies towards Enel Ingegneria e Ricerca S.p.A., as well as towards the subcontractors and suppliers, for all the obligations deriving from the provisions of the contract concerning the tender at issue and for those resulting from the carrying out of the concerned works.

Article 3

The mandate is free of charge and irrevocable. Its revocation, also for true and just cause, will, in any case, have no effect on Enel Ingegneria e Ricerca S.p.A..

Article 4

The Companies agree that in the event of bankruptcy of the Agent Company or, if an individual Company, in the event of death, debarment or disqualification of its owner, Enel Ingegneria e Ricerca S.p.A. will have the option of pursuing the contractual relationship with another Company of the same grouping, to be appointed as Agent and enjoying the approval of Enel Ingegneria e Innovazione S.p.A., or to withdraw from the contract according to the procedures that will be stipulated in the contract itself.

In the event of bankruptcy of one of the principal Companies or, if an individual Company, in the event of the death, debarment or disqualification of its owner, the Agent Company will be bound to carry out the works directly or through another of the principal Companies, subject to approval of Enel Ingegneria e Ricerca S.p.A..

Article 5

Starting from the moment this contract is notified to Enel Ingegneria e Ricerca S.p.A., Enel Ingegneria e Ricerca S.p.A. will be entitled to enforce all the clauses and options stipulated in favour of itself, without the need for any specific acceptance.

Starting from the same time, any amendment to this contract, will require the unanimous consent of the stipulating Companies and the prior approval of Enel Ingegneria e Innovazione S.p.A..

Article 6

This Temporary Associations of Companies will terminate automatically without the need for further formalities in the following cases:

a) when one of the cases of early termination of the contract concerning the tender at issue occurs;

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