ProInversión COMMITTEE IN ENERGY AND HYDROCARBONS PROJECTS PRO CONECTIVIDAD

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REPUBLIC OF PERU

PRIVATE INVESTMENT PROMOTION AGENCY

ProInversión

COMMITTEE IN ENERGY AND HYDROCARBONS PROJECTS– PRO CONECTIVIDAD

BID TERMS

SPECIAL PUBLIC BIDDING FOR THE EXECUTION OF THE PROCESS:

“SOLE CONCESSIONS TO PROVIDE TELECOMMUNICATIONS PUBLIC SERVICES AND ALLOCATION OF THREE BLOCKS OF 698 – 806 MHz BAND

NATIONWIDE”

August, 2015

Important: This is an unofficial translation. In case of divergence between

the English and Spanish text, the version in Spanish shall prevail.

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“Decenio de las Personas con Discapacidad en el Perú”

“Año de la Diversificación Productiva y del Fortalecimiento de la Educación”

Dirección de Promoción de Inversiones

CONTENT

1. PURPOSE AND BIDDING CHARACTERISTICS ... 7

1.1. Call ... 7

1.2. Purpose of Bidding ….………..……….. 7

1.3 Characteristics of Concession and Obligations of the Concessionaire Corporation. ... 10

1.4. Definitions ... 11

1.5. Legal Framework of Bidding ... 21

1.6. Powers of Proinversión Committee ... 26

1.7. Concession Contract ... 27

1.8. Bid Schedule ... 27

1.9. Interpretation and referents ... 27

2. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVE ... 28

2.1. Authorized Agents ... 28

2.1.1. Participation Fee ... 28

2.1.2. Assignment of Participation Fee ... 29

2.1.3. Appointment of Authorized Agents ... 30

2.1.4. Appointment Letter ... 30

2.1.5. Powers Granted ... 30

2.1.6. Information of Authorized Agents ... 31

2.1.7. Notifications ... 31

2.1.8. Replacement of Authorized Agents ... 31

2.2. Legal Representative ... 32

2.2.1. Appointment and Powers... 32

2.2.2. Submission of Power ... 33

2.2.3. Place of Granting of Power ... 33

2.2.4. Registrations in the Registry Office ... 34

3. INQUIRIES AND INFORMATION ... 34

3.1. Inquiries about the Bid Terms and Suggestions to the Draft Contract ... 34

3.1.1. Term to make inquiries and suggestions ... 34

3.1.2. Formality of inquiries ... 34

3.1.3. Formalities of replies to inquiries to the Bid Terms ... 35

3.1.4Circulars...……….………..35

3.2. Access to Information – Data Room ... 35

3.2.1. Access to Data Room ... 35

3.2.2. Non-Disclosure Agreement ... 36

3.3. Request of Interviews ... 36

3.4. Limitations of Liability ... 37

3.4.1. Independent decision of Bidders... 37

3.4.2. Limitation of Liability ... 37

3.4.3. Scope of Limitation of Liability ... 37

4. SUBMISSION OF ENVELOPES ... 38

4.1. Submission of envelopes by the Authorized Agent or Legal Representative .. 38

4.2. Language ... 38

4.3. Original documents and copies ... 38

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4.5. Cost of Preparation and Submission ... 40

4.6. Effects of submission of documents and binding nature of Bid Terms ... 40

5. PRESHORTLISTING REQUIREMENTS... ... 40 5.1. Technical Requirements ... 41 5.2. Financial Requirements ... 41 5.3. Legal Requirements ... 42 5.4. Simplification Mechanisms ……….……….44 6. CONTENT OF ENVELOPE N°1 ... 45

7. CONTENT OF ENVELOPES N°2 AND N°3 ... 49

7.1. Content of Envelope N° 2 ... 49

7.2. Content of Envelope N° 3: Economic Proposal ... 50

8. GARANTEE OF VALIDITY, VALIDITY TERM AND SERIOUSNESS OF THE PROPOSAL ... 51

9. SUBMISSION OF ENVELOPE N°1 AND RESULTS OF PRESHORTLISTING ……. 52

9.1. Submission of Envelope N° 1 ... 52

9.2. Progressive announcement of Pre shortlisted Bidders ... 53

9.3. Modifications in the conformation of consortia ... 53

9.4. Economic Proposal ………...…53

10. ACT OF SUBMISSION AND OPENING OF ENVELOPES N°2 and N°3, ASSESSMENT AND AWARD ... 54

11. CHALLENGE ... 54

11.1. Challenger procedure ... 54

11.2. Challenge Guarantee ... 54

11.3. Not Awarded Bid ... 55

11.4. Suspension and Cancellation of Bid ... 55

12. CONCESSIONAIRE CORPORATION ... 55

12.1 Incorporation ... 55

12.2 Requirements of Concessionaire Corporation ... 56

13. CLOSING PROCEDURE ... 56

13.1. Verification of Legal Requirements ... 56

13.2. Obligations of the State ... 57

13.3. Closing Date ... 57

13.4. Closing Acts for each one of the blocks of Band ... 57

13.5. Performance Bond of Concession Contract ... 59

13.6. Execution of Guarantee of Validity, Validity Term and Seriousness of Proposal ... 60

13.7. Entry into force of the Concession Contract ... 60

14. FINAL PROVISIONS ... 60

14.1. Applicable Laws ... 60

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ANNEXES OF BID TERMS

ANNEX N° 1

NON DISCLOSURE AGREEMENT ANNEX N° 2

NATIONAL LOCAL BANKS, INSURANCE COMPANIES AND INTERNATIONAL BANKS

APPENDIX 1: NATIONAL LOCAL BANKS AND LOCAL INSURANCE COMPANIES AUTHORIZED TO ISSUE GUARANTEES ESTABLISHED IN THE BID TERMS

APPENDIX 2: FIRST CATEGORY INTERNATIONAL BANKS AUTHORIZED TO ISSUE GUARANTEES ESTABLISHED IN THE BID TERMS

ANNEX N° 3

INFORMATION DOCUMENTS AND PRESHORTLISTING DOCUMENTS

Form 1: AFFIDAVIT

(Commitment of reliable information)

Form 2: LETTER OF PRESENTATION OF TECHNICAL REQUIREMENTS FOR PRESHORTLISTING

Form 3: MODEL OF LETTER OF INQUIRIES TO THE BID TERMS

Form 4: MODEL OF LETTER OF SUGGESTIONS TO THE CONCESSION DRAFT CONTRACT

ANNEX N° 4

DOCUMENTS FOR PRESHORTLISTING

Form 1: Legal incorporated person Form 2: In case of consortium Form 3: Shareholding percentage Form 4: Not having restrictions to hire

Form 5: Waiver to claim by diplomatic channel or any other channel

Form 6: Legal and technical advisors do not provided services to ProInversión or to the Proinversión Committee

Form 7: Do not have any participation in any other bidder Form 8: Submission of preshortlisting documents

Form 9: Applicable to persons that have listed their shares in the Stock Exchange

Form 10: Affidavit of expenses and migration costs

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DOCUMENTS COMMITMENT OF INCORPORATION, FINANCIAL REQUIREMENTS

Form 1: INCORPORATION COMMITMENT

Form 2: FINANCIAL REQUIREMENTS– ENVELOPE Nº 1: MODEL OF LETTER OF SUBMISSION OF FINANCIAL INFORMATIONFOR PRESHORTLISTING

Form 3: MODEL OF LETTER OF GUARANTEE OF VALIDITY, VALIDITY TERM AND SERIOUSNESS OF THE PROPOSAL

Form 4: INFORMATION EFFECTIVENESS (Do not participate with another bidder)

Form 5: CORPORATION INCORPORATED AND DOMICILED IN PERU

Form 6: TECHNICAL PROPOSAL

ANNEX N°6

Form 1:ECONOMIC PROPOSALS

ANNEX N° 7

MODEL OF CHALLENGING BOND OF THE AWARD ANNEX N° 8

GUÍDE OF USERS OF DATA ROOM

Form 1: IDENTIFICATION OF PERSONS AUTHORIZED TO MAKE USE OF DATA ROOM

Form 2: REQUEST OF MULTIPLE SERVICES OF DATA ROOM Form 3: REQUEST OF TECHNICAL INQUIRIES OF DATA ROOM

ANNEX N° 9

MODEL OF PERFORMANCE BOND OF CONCESSION CONTRACT ANNEX N°10

SCHEDULE OF BIDDING ANNEX N°11

GOALS OF USE OF RADIOELECTRIC SPECTRUM

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MODEL OF AFFIDAVIT – MECHANISM OF SIMPLIFICATION IN THE SUBMISSION OF DOCUMENTATION REQUIRED IN THE PRESHORTLISTING ENVELOPES

ANNEX Nº 13

FORM OF AFFIDAVIT OF CONCESSIONAIRE CORPORATION AND ITS MAIN PARTNERS OF NOT BEEN UNABLE TO HIRE WITH THE STATE

ANNEX N° 14 COVERAGE PLAN

ANNEX N° 15

FORM OF MEETINGS REQUESTED AND MADE WITH BIDDERS

ANNEX N° 16

FORM OF AUCTION SCHEME

ANNEX N° 17

MODEL OF LETTER OF GUARANTEE OF COMPLIANCE OF MIGRATION ACTIVITIES

ANNEX N° 18

GUIDELINES FOR TRUST INCORPÓRATION

ANNEX N° 19

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1. PURPOSE AND BID CHARACTERISTICS

1.1. Call

The Government of Peru, through the Agency for Promotion of Private Investment -ProInversión convenes Special Public Bidding to grant the award to deliver the only concession for the Provision of Public Telecommunications Services and allocation of three blocks of the band 698-806 MHz nationwide.

1.2. Purpose and obligations of the Winners of the Bidding 1.2.1 Bidding Purpose

The bidding is to select the three (03) national or foreign legal entities or consortia, constituted in domestic legal persons who will be responsible for the provision of Public Telecommunications Services using the blocks A (703-718 MHz outward/ 758 -773 MHz return), B (outward 718-733 MHz / 773-788 MHz return) and C (outward 733-748 MHz / 788-803 MHz return) of Band 698-806 MHz nationwide, respectively.

No Preshortlisted Bidder in this Bidding may be the awardee of more than one block (01) of the band 698-806 MHz.

1.2.2 Coverage Obligations

The Concessionaire Corporations, in each one of the band blocks must provide their services according to the following schedule and scope:

 The first year from the date of commencement of operations in twenty-four (24) locations listed in Appendix No. 1 of Annex No. 14.

 The third year from the date of commencement of operations in sixty-eight (68) population centers included in Appendix No. 2 of Annex 14, provided that a fiber optic node of the National Backbone of Fiber Optic (RDNFO) close (less than sixty -60- kilometers away). In any case, in absence of a close node of optical fiber RDNFO, the deadline for the commercial provision of services completes the fifth calendar year after the date of commencement of operations.

 The fifth year counting from the date of commencement of operations in thirteen (13) Locations included in Appendix No. 3 of Annex No. 14, provided that a node optical fiber of close RDNFO (distance less than 60 km). In any case, in absence of a node optical fiber of RDNFO close, the deadline for the commercial provision of services culminates the seventh calendar year from the date of commencement of operations.

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1.2.3 Obligations of Minimum Speed

Minimum speed by user may not be less than one (01) Mbps downstream to a user terminal with antenna array of 2 x 2, or 1.2 Mbps downstream to a user terminal with antenna array 4 x 2 . in any case, the upload speed may not be less than twenty percent (20%) of download speed.

The minimum speed rule by user stated above, is applied for a period of two (2) years from the date of commencement of operations of the Concessionaire Corporation, after which the Minimum speed will be applied according to the rules applied by OSIPTEL, provided it is not less than that indicated in the preceding paragraph.

The operator companies are obliged to provide the service in accordance with the speed hired by the user in all its modalities, in the entire area of the urban area.

Likewise, the supervision of the compliance of these obligations is subject to the following considerations:

 The compliance of the minimum speed will be verified through periodic measurements made by OSIPTEL.

 The OSIPTEL shall perform measurements by running tests on the basis of a representative statistical sample, which will determine the areas that define representative routes for the implementation of measurement tests. For this, will be considered as minimum the area of the urban area of the populated centers included in the Plan of Coverage1.

 The measurements will be made outdoors in steady state (non-moving).

 Measurements can be performed between days Monday to Saturday between 10:00 and 23:59; excluding the period of measurement the periods affected by fortuitous events or force majeure; and the days February 14, Easter (Thursday and Friday), the "Mother's Day" (second Sunday in May), the "Father's Day" (third Sunday in June), Independence Day (28 and 29 July), Christmas (24 and 25 December) and New Year (December 31); as well as regional and provincial non-working holidays. In the case of measuring the average speed must attach to the provisions of the applicable regulations issued by OSIPTEL and its amendments.

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The urban area of the populated centers for the Registered Service will be defined by OSIPTEL based on the polygons, areas, measurement points, or other alternatives defined by the entity.

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 La Velocidad Mínima de bajada y de subida deberán ser cumplidas como mínimo en el 90% de las mediciones.

 The considerations about the supervision of the compliance of the Minimum Speed are applicable until the entry into force of the procedures of substitute nature issued by OSIPTEL about measurement of the quality of telecommunications services.

The OSIPTEL may establish complementary criteria to improve the supervision procedure.

The Concessionaire Corporation is obliged to comply other quality requirements established by OSIPTEL.

1.2.4 Technical Obligation: migration of Holders of authorizations to subtract radio broadcasting services in the Band.

The Concessionaire Corporation shall compulsorily bear the costs arising from migration of all stations of the holders of authorizations to provide broadcasting services operating in the band, whose authorization is in force at the closing date of the bidding; they are also required to conduct the activities necessary to fulfill this obligation.

The amount of the costs of the migration of three (03) blocks of the Band, whose authorizations are in force at the closing date of the bidding, shall be communicated promptly by Proinversión Committee through circular.

To ensure availability, the use of resources to cover the costs of migration and fulfill the obligation of migration, the Concessionaire Corporations shall constitute an Administration Trust, forming some other form of organization, outsource services to third parties, or form other organization schemes to jointly fulfill this purpose.

Migration is to change the transmission channel allocated to the holders of authorizations to provide radio services broadcast on the Band, through other channels that are in the bands 470-608 MHz and 614- 698 MHz, as determined by the MTC.

The deadline for the migration of the stations of the band to the bands 470-608 MHz and 614-698, is up to twelve (12) months, from the closing date of the bidding.

The term foreseen for migration shall have two stages:

a. Cleaning Stage: within the first six (6) months counted since the closing date, and the migration of the stations identified by the MTC should be verified.

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b. Test stage: in the following months, where verification tests of occupation of the band will be carried out by MTC, in coordination with the Concessionaire Corporations.

The penalty for breach of the obligations referred to migration of stations of the Band 470 – 608 MHz and 614 – 698, will be established in the concession contract.

1.2.5Obligation to provide access and interconnection

The Concessionaire Corporation is obliged to provide access and interconnection to Mobile Virtual Operators licensed by the MTC that request it, in accordance with the provisions of national law.

1.2.6Obligation of spectrum reversal

The Concessionaire Corporation is obliged to reverse the allocated radio electric spectrum that exceeds the limits established in the applicable regulations issued by the MTC. This obligation must be fulfilled within a maximum period of twelve (12) months from the closing date.

The penalty for the aforementioned breach of the obligation will be established in the concession contract.

1.2.7 Specific and Additional Obligations

The specific and additional obligations will be established according to Annex N° 19 of the Bid Terms.

1.3. Characteristics of the Concession

1.3.1. Concession Term

The term of the concessions to be granted shall be twenty (20) years from the respective closing date. Renewal terms will be found detailed in the concession contract.

1.3.2. Technology

The Concessionaire Corporations will provide Public Telecommunications Services in blocks A, B and C of the band 698-806 MHz nationwide using the LTE technology. Notwithstanding the foregoing, the Concessionaire Corporations may use technologies with a spectral efficiency higher than LTE technology, complying at least with the same obligations under these Bid Terms.

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1.3.3. Coverage Plan

The Concessionaire Corporations must comply among other commitments assumed in their Technical Proposal, with coverage obligations outlined in Section 1.2.2 whose scope and conditions are set out in Annex No. 14 of the Bid Terms, using the respective awarded blocks. To that end, within three (03) months following to the closing date, the Concessionaire Corporations shall submit to MTC for approval, their respective technical projects, which shall include the proposed implementation of their coverage plans.

For the purposes of supervision, it is stated that for the verification of compliance of the coverage plans of three (03) blocks of the Band, it will suffice the provision of the Registered Service in a part of the concession area, without considering a minimum number of stations and network capacity determined pursuant to Article 14 of Title I of Supreme Decree 020-98-MTC.

1.3.4. Spectrum Usage Goals

The proposals for goals of spectrum use that undertake to fulfill the Concessionaire Corporations will be submitted to the MTC for later approval, as part of their technical projects, according to the format of Annex 11 of the Bid Terms.

1.3.5. Advertising of Business Plans

The times that in the advertising of the Concessionaire Corporations is mentioned or referenced any kind of speed it should include information on the minimum speed and/or the average speed of each plan offered; highlighting these speeds with respect to the peak speed.

1.3.6. Quality Standards

The Concessionaire Corporations must comply the quality standards and continuity of the Telecommunications Public Service, established or to be established by OSIPTEL.

1.3.7. Additional Services

According to the legislation in force, the Concessionaire Corporations shall have the option to provide other Telecommunications Public Services, different from the required for the compliance of the coverage plan, subject to the compliance of the requirements established in the applicable laws.

1.4. Definitions

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1.4.1. Non-Disclosure Agreement: Is the confidentiality commitment that Bidders must sign before using the Data Room, through their Authorized Agents or Legal Representatives. The text of it is in Annex N° 1.

1.4.2. Award: Is the declaration that shall make Proinversión Committee to announce the Shortlisted Bidders who have proposed the greatest Economic Proposal to be awarded the block A, or B or C of the Band, in the terms and conditions established in these Bid Terms.

1.4.3. Awardees: Is the declaration made by the Committee determining the Shortlisted Bidders who have submitted the greatest Economic Proposal, under the terms and conditions established in the Bid Terms and that has been the winner of the bidding.

1.4.4. Agency for Promotion of Private Investment–ProInversión: Is the public executing organism attached to the Economy and Finance sector with legal status, technical, operational, administrative, economic and financial autonomy, referred in Law No. 28660 and the Regulation of Organization and Functions of ProInversión approved by Ministerial Resolution No. ° 225 - 2011-EF/10, authorized, among other things, to promote private investment in public infrastructure works and public services, and assets, projects and state enterprises and other state activities, under legislation of the matter.

1.4.5. Authorized Agents: Are the natural persons appointed as such by the Bidder, according to Section 2.1.3.

1.4.6. Concession Area: Is the territory of Peru within which is allowed the provision of Telecommunication public services granted in concession, according to the provisions of the concession contract.

1.4.7. Allocation: It is the administrative act by which the State, through the Ministry of Transportation and Communications, grants to a person or consortium the right to use and commercial exploitation on a particular portion of the radio electric spectrum, within a given geographical area, for the provision of Telecommunications Public Services, according to the provisions of the National Frequency Allocation Plan.

1.4.8. Governmental Authority: Is the official, organ or national, regional, departmental, provincial or municipal institution that in accordance with law exercises executive, legislative or judicial powers or that belongs to any of the governments, authorities and institutions mentioned above, with jurisdiction over persons or matters in question.

1.4.9. First Category International Banks: Are the entities authorized to issue bond letters for purposes of this bidding and that are listed in Appendix N° 2 of Annex N°2 of the Bid Terms.

1.4.10. National Local Banks: are the entities authorized to issue bond letters for purposes of this bidding and that are listed in Appendix N° 1 of Annex N°2 of the Bid Terms.

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1.4.11. Band: Is jointly referred to blocks A, B and C of the Band 698 – 806 MHz nationwide, which ranges are:

1.4.12. Bid Terms: Is this document, including its forms, annexes, appendices and circulars issued by Proinversión Committee, fixing the terms under which the bidding shall be developed. The Bid Terms are part of the concession contract.

1.4.13. Share Capital: are the contributions of the shareholders, partners or holders of participatory interest, in cash, in payment for shares representing the share capital of the person that is applicable and have been formalized under the provisions of matter.

1.4.14. Minimum Share Capital: It is the value of the subscribed capital and paid share capital according to the terms and conditions specified in the concession contract, which, if applicable, must certify the Concessionaire Corporations formed from a consortium conformed by one or more companies; or foreign companies that were awarded one of the blocks of the band, in accordance with the provisions of Section 12.2.4. If the Awardee is a company incorporated and domiciled in Peru, the existing share capital in force of the Concessionaire Corporation on the closing date shall not be less than the minimum share capital. The value of the minimum share capital will be timely communicated by Proinversión Committee through Circular.

1.4.15. Populated Center: Is any place of the national territory identified according to the provisions of the INEI.

1.4.16. Circulars: They are all directives issued in writing by Proinversión Committee whether for specific or general purposes, in order to clarify, instruct or modify the contents of these Bid Terms, another circular or answering inquiries made by those who are authorized to make them, according to these Bid Terms, or communicate the interested parties the information related to the process. circulars form an integral part of these Bid Terms. In case of discrepancy or inconsistency between the content and the Bid Terms will prevail the respective circular. Any change to the Bid Terms will be communicated to the Bidders through Circulars.

1.4.17. Proinversión Committee: Is the Committee of ProInversión in Energy and Hydrocarbons Projects - PRO CONECTIVIDAD, constituted through Supreme Resolution Nº 025-2015-EF dated May 20, 2015.

Block Range of Frequencies (MHz)

Outward Return

A 703-718 758-773

B 718-733 773-788

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1.4.18. Grantor: Is the State of the Republic of Peru, acting through the Ministry of Transportation and Communications.

1.4.19. Concession: Is the right that grants the State to the Concessionaire Corporations, as result of the bidding, to provide Telecommunications Public Services, in the terms foreseen in Article 47 of the Consolidated Text of the Law of Telecommunications and Article 159° of its Regulation.

1.4.20. Concessionaire or Concessionaire Corporation: Is each one of the legal persons incorporated by the Bidders that enter the concession contracts with the Grantor, for each one of the three (3) blocks of the Band.

1.4.21. Consortium: It is the union of two or more people without legal status independent of its members and has been formed in order to participate as a Bidder in this bidding. The consortium must necessarily include the Operator. 1.4.22. Concession contract: is the concession contract, its annexes, appendices,

and any other document that is part of it, by which is delivered in concession the power to provide Telecommunications Public Services to the Concessionaire Corporations, as result of this bidding.

1.4.23. Effective Control: A person has the effective control of another person or is submitted to the common control of it, when:

- it has more than 50 per cent (50%) of the voting power in the General Shareholders Meeting or partners or other equivalent body, through direct ownership of the representative titles of the share capital or, indirectly, through usufruct contract, pledge, trust, syndication and similar or any other legal act; or,

- directly or indirectly has the power to appoint or remove the majority of the members of the board or equivalent body, which enables to control or exercise the majority of votes in the board meetings or equivalent bodies, or to govern the operative or financial policies under a regulation or contract, whichever is its modality; or,

- by any other mechanism or contractual circumstance or not, effectively controls the decision power in the other company.

In addition to the aforementioned and provided it is applicable, in order to determine the effective control, the provisions of Resolution CONASEV N° 090 – 2005 –EF 94.10 shall be taken into account.

1.4.24. Schedule: Is the temporary sequence of activities that will be developed during the bid process and that is indicated in Section 1.8. of these Bid Terms. 1.4.25. Affidavit: Written statement submitted by the Bidders and Awardees and

subscribed by their legal representatives who declare or assume, under the jointly responsibility of the legal representative and the Bidder or Awardee, if applicable, a commitment that is true for purposes of this bid, without prejudice of later control.

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1.4.26. Calendar Days: Are all days, including Saturdays, Sundays and holidays. 1.4.27. Business Days: They are business days, that is, other than a Saturday,

Sunday or non-working holiday in the city of Lima and in the regions. Unless expressly provided, any time mention must be interpreted as referred to the time of Peru.

1.4.28. Dollar or American Dollar or US$: Is the currency or monetary sign of legal tender of the United States of America.

1.4.29. Affiliated Company: a company will be considered affiliated to another person if the effective control of said companies is exercised by a same parent company.

1.4.30. Local Insurance Company: are those companies defined as such according to Law N° 26702, General Law of the Financial System and of the System of Insurance and Organic of the Superintendence of Banking, Insurance and AFP, authorized to issue guarantees for this bid.

1.4.31. Parent company: is the company that has the effective control of another. Also is considered in this definition the company that has the effective control of a parent company, as it has been defined, and so on.

1.4.32. Subsidiary company: is the company that has the effective control of another. Also is considered in this definition the company that has the effective control of a parent company, as it has been defined, and so on.

1.4.33. Related companies: are jointly, and each other, the affiliated company, the parent company and the subsidiary company.

1.4.34. Competence Factor: is the variable that allows Proinversión Committee to select the awardees of the award of each one of the blocks of the Band. The competence factor will be established and communicated by circular.

1.4.35. Closing date: is the day, place and hour when the acts will be carried out which are established in Section 13.4 of these Bid Terms.

1.4.36. Date of commencement of operations: It is the date on which the Concessionaire Corporations shall begin providing services, which should occur within 12 months after the closing date, in accordance with the provisions of the concession contract, and prior approval of the Technical Project by the MTC as provided in the Bid Terms, and must inform in writing the date of commencement of operations to the MTC and OSIPTEL.

1.4.37. Guarantee of Validity, Validity term and Seriousness of the Proposal: Is joint, irrevocable, unconditional guarantee, without benefit of excussio or division and of automatically enforceable of the Preshortlisted Bidders of ProInversión to ensure the validity, effectiveness and seriousness of each Technical Proposal and Economic Proposal, in accordance with the accompanying model as Form No. 3 of Annex No. 5 and which shall be issued

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by a National Local Bank, by a local insurance company, or by a First Category International Bank, provided that such guarantee has been issued by a National Local Bank.

Alternatively, it can be accepted a letter of credit standby issued by a First Category International Bank, which may contain the wording that usually uses the bank carrying out the transaction, provided it complies with the requirements set out in the model that is recorded in Form 3 of Annex 5 to be issued by a National Local Bank.

1.4.38. Performance Bond of the Concession Contract: Is the joint, irrevocable, unconditional guarantee, without benefit of excussio or division and automatically enforceable of the Concessionaire Corporation obtained by the Awardees in favor of the MTC to ensure (i) compliance with each and every one of the obligations of the Concessionaire Corporation under the concession contract and (ii) the correct and timely fulfillment of the obligations of the Concessionaire Corporation established under the provisions of the Consolidated Text of regulations with force of law governing the delivery in concession to the private sector of public works of infrastructure and public services approved by Supreme Decree No. 059-96-PCM, according to the model attached as Appendix No. 9 and must be issued by a National Local Bank, by one local insurance company, or by a First Category International Bank, provided that such guarantee has been confirmed by a National Local Bank and issued by the latter.

Alternatively, it may be accepted a letter of credit standby issued by a First Category International Bank, which may contain the wording that usually uses the bank carrying out the transaction, provided it complies with the requirements set out in the model found in Annex No. 9 and is issued by a National Local Bank.

1.4.39. Process expenses: Are the expenses incurred by the State of the Republic of Peru, through ProInversión, for the hiring of studies, consulting and other expenses necessary for the execution of the bid until its completion. The total amount of reimbursable expenses to ProInversión do not include VAT and will be communicated to the Bidders by Circular.

1.4.40. Laws and Applicable Provisions: It is the set of laws that regulate or directly or indirectly affect the concession contract. They include the Constitution of Peru, the rules with the force of law, the supreme decrees, regulations, directives and resolutions as well as any other rule that under the legal system of the Republic of Peru is applicable, which will be mandatory for the Parties. They include the provisions set in Section 1.5 of the Bid Terms, as well as others that are applicable to the provision of Public Telecommunications Service under concession.

Also, include any modification that the referred regulations or provisions may have.

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1.4.41. Bidding: Is the Special Public Bidding conducted by ProInversión and regulated by these Bid Terms to deliver the “Single Concessions for the Provision of Telecommunication Public Services and Allocation of three blocks of the Band 698 – 806 MHz nationwide”.

1.4.42. LTE (Long Term Evolution): Standard for mobile wireless high-speed communications developed by 3GPP from Release 8 version; which has among its main features the following:

 Theoreticla Peak Speed downlink of 300 Mbps and Theoretical Peak Speed of uplink of 75 Mbps.

 Peak spectrum efficiency of 15 bps/Hz in downlink and of 3.75 bps/Hz in the uplink.

 Variable supporting bandwidths: 1.4MHz, 3MHz, 5MHz, 10MHz, 15 MHz and 20 MHz.

1.4.43. MTC: Is the Ministry of Transportation and Communications.

1.4.44. Notifications: are the documents that are indicated in Section 2.1.7. of these Bid Terms.

1.4.45. Economic Proposal: Is the amount of payment in cash proposed by the Preshortlisted Bidders to be awarded one of the blocks of the Band and that, according to Article 55° of the TUO of Telecommunications Law, the awardees must cancel as concession right. The value of the Economic Proposal must be equal or higher than the Base Price.

1.4.46. Operator: is the Bidder or one of its members in case of consortium that according to the Bid Terms complies with the preshortlisting requirements. 1.4.47. Commercial operations: are all the technical, administrative, logistic,

accounting, financial activities that are daily performed the Concessionaire Corporations that allow the sale to the persons of Telecommunications Public Services.

1.4.48. OSIPTEL: is the supervising organism of private investment in telecommunications.

1.4.49. Payment of the Participation Fee: is the amount of money that a person or consortium has to pay to Proinversión to participate in this bid, according to the provisions of Section 2.1.1 of the Bid Terms.

1.4.50. Party: is the Grantor or Concessionaire, as appropriate.

1.4.51. Minimum Participation: Is fifty one per cent (51%) of the share capital entitled to vote in the Concessionaire Corporations that the operator must have, and should maintain this percentage since the date of incorporation of the Concessionaire and during the effectiveness of the concession. This obligation shall not be applicable in case the operator, the Bidder and the

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Concessionaire Corporation converge in a same person incorporated in the country.

1.4.52. Person: is any natural or legal person, national or foreign, who can perform legal acts and assume obligations in Peru.

1.4.53. Peru: Is the Republic of Peru, including any political division or subdivision thereof.

1.4.54. Coverage Plan: is the coverage proposal of Telecommunications Public Services that the Preshortlisted Bidder is committed to comply as minimum in case of resulting the awardee of any block of the Band and that is contained in the Technical Proposal. The coverage plan is included in Annex N° 14.

1.4.55. Bidder (s): is the person or consortium, that has complied to deposit the payment of the participation fee and submits to it subject to the provisions of the Bid Terms that govern this bid.

1.4.56. Shortlisted Bidder (s) : Are the Shortlisted Bidders who have submitted envelopes N° 2 according to the provisions of Section 10 of these Bid Terms and who have been declared as such by Proinversión Committee, and are enabled for opening of envelopes N°3.

1.4.57. Preshortlisted Bidder (s): are the Bidders who have complied with the preshortlisting requirements of the Bid Terms and are enabled to submit envelopes Nº 2 and Nº 3.

1.4.58. Base Price: is the monetary value, expressed in dollars that the Peruvian State confers to the concession of each one of the blocks of the Band, and which serves as basis to Bidders to formulate their Economic Proposals. The value of the Base Price will be timely communicated by Proinversión Committee through circular.

1.4.59. Technical Proposal: It is the statement of unconditional, irrevocable and unilateral decision made by a Bidder to obtain the concession, through which it undertakes to implement the Coverage Plan that is appropriate. The model of letter for the submission of the Technical Proposal is in Form 6 of Annex 5. 1.4.60. Draft Contract: is the model or models of not final concession contract that

will be delivered to the Bidders to receive their suggestions. None of the terms or criteria contained therein will link to ProInversión, ProInversión Committee or the Grantor.

1.4.61. Technical Project: document that must submit the concessionaires to the MTC, within three (3) months following to the closing date. Said project must contain its respective proposals of execution of the submitted coverage plans, and the goals of use of the assigned spectrum referred in Annex N° 11 of these Bid Terms.

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The MTC has up to two (02) months for approval of the Technical Project counted from its presentation by the Concessionaire Corporation.

1.4.62. Legal representatives: are the natural persons appointed by the Bidder according to Section 2.2, to whom will be granted the powers foreseen in said Section.

1.4.63. National Backbone Network of Optical Fiber (NBNOF): The National Backbone Network of Optical Fiber is a network of high-speed transport, availability and reliability, which will be designed based on the laying of optical fiber, with redundancy schemes and points of presence in the provincial capitals, to enable the development of broadband nationwide.

1.4.64. Preshortlisting Requirements: are the requirements that should be fulfilled by the Bidders to be declared Preshortlisted Bidders, according to Section 5 of these Bid Terms.

1.4.65. Data Room: Is the area determined by Proinversión Committee, which shall have the documents related to the process of promotion of private investment and will be made available to Bidders, its Authorized Agents and Legal Representatives, after subscribing the Non-Disclosure Agreement which model is accompanied as Annex 1. It is located in the offices of ProInversión located at Av. Enrique Canaval Moreyra Nº 150, Piso 7, San Isidro, Lima 27, Lima, Peru and may be visited by the Bidders, according to the terms indicated in the Bid Terms.

1.4.66. Telecommunications Public Service: Is the telecommunications service available for the public in general and which use is made in exchange of the payment of a consideration.

1.4.67. Registered Service(s): are the granted telecommunications services which are registered in the Registry.

1.4.68. Envelope Nº 1: is the envelope that contains the documents specified in Section 6, which should be submitted by the Legal Representative or Authorized Agent of the Bidder and who wants to be considered as Preshortlisted Bidder.

1.4.69. Envelope Nº 2: is the envelope that contains the documents specified in Section 7.1, which should be submitted by the Legal Representative or Authorized Agent of a Preshortlisted Bidder.

1.4.70. Envelope Nº 3: is the envelope that contains the Economic Proposals submitted by the Preshortlisted Bidders.

1.4.71. Main Partner: is any person who directly or indirectly, owns or is holder, under any title or modality, of ten per cent (10%) or more of the share capital of the Concessionaire Corporation, of the Operator or of the members of the consortium.

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1.4.72. Effectiveness of the Concession: is the period by which is granted the concession of each one of the blocks of the Band.

1.4.73. Minimum Speed: It is the minimum data transfer speed that the terminal equipment of users shall transmit or receive in areas with coverage. It is measured in bits per second (bps).

1.4.74. Peak Speed: It is the maximum data transfer speed that the terminal equipment of users shall transmit or receive in areas with coverage. It is measured in bits per second (bps).

1.4.75. Average Speed: It is the speed of data transfer, that the terminal equipment of users shall receive on average in transmission or reception, the time to use the service in a given period of time (e.g. one day, one month, etc. .) in the coverage area. It is measured in bits per second.

1.4.76. User: natural or legal person that eventually or permanently, is a subscriber or has access to any telecommunications public service.

Any reference made in this document to “Section”, "Point", "Form” and "Annex", shall be understood as made to sections, points, forms and annexes of these Bid Terms respectively, unless expressly stated in different sense.

The titles of the chapters, sections, paragraphs, forms and annexes of the Bid Terms are used for indicative purposes only and shall not affect the interpretation of their content.

Words defined in this section shall mean the same if are used in plural. All time references shall be understood as made at the local time of Peru.

The capitalized terms appearing in these Bid Terms and which are not specifically defined therein, shall have the meaning assigned to them by the applicable laws and regulations, or the meaning given to them in the use of the activities of the development of the process or, failing that, to terms that are commonly used in capital letters.

1.5. Legal Framework of the Bid

1.5.1. General regulations related to the process of promotion of private investment

i. By Legislative Decree N° 758, modified by Legislative Decree N° 839 dated August 20, 1996 was approved the Law of Promotion of Private Investment in Public Works of Infrastructure and Public Services, which promotes private investment in infrastructure works and/or public services and regulates its exploitation, for which purpose the

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entities may grant concessions to legal persons, national or foreign for the construction, repair, conservation and exploitation of works of public services. The concession of the work implies the operation of the service.

ii. Legislative Decree No. 728, created as a body in charge, the Commission for the Promotion of Private Concessions (PROMCEPRI). That law provides expressly that the specific mode under which promotes private investment in the field of public infrastructure and public services is the "concession". To that end, is established the procedure and mechanisms for granting concessions and the regime applicable to them.

iii. By Supreme Decree No. 059-96-PCM of December 26, 1996 the Consolidated Text of the rules with the force of law governing the granting in concession to the private sector in public infrastructure and public services was approved. It declares of national interest the promotion of private investment in the field of public works of infrastructure and public services.

iv. Supreme Decree No. 059-96-96-PCM establishes that concessions, licenses, authorizations, permits, easements and other required for the use of natural resources, implementation of infrastructure works and provision of public services are governed by the provisions of the relevant sectorial legislation.

v. By Supreme Decree No. 060-96-PCM of December 27, 1996, the Regulations of the Consolidated Text of the rules with the force of law governing the granting in concession to the private sector in public infrastructure works and public services was enacted. vi. By Law No. 28660, the legal nature of the Agency for Promotion of

Private Investment –Proinversión was determined as a decentralized public agency attached to Economy and Finance sector with legal status, technical, operational, administrative, economic and financial autonomy, constituting a budget statement. vii. By Ministerial Resolution No. 225-2011-MEF of March 31, 2011, was approved the Regulation of Organization and Functions of the Agency for Promotion of Private Investment.

viii. By Supreme Resolution N° 036-2009-EF were created the Special Committees of the Agency for Promotion of Private Investment– ProInversión, conformation that was modified through Supreme

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Resolution N° 050-2014-EF of September 14, 2014, within which was included the Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD.

ix. By Legislative Decree No. 1012, was approved the Framework Law on Public-Private Partnerships for the creation of productive employment and was standards were adopted for streamlining the processes of promoting private investment. Its purpose is to establish the general rules governing the Public Private Partnerships.

x. Legislative Decree No. 1012 applies to all entities of the nonfinancial public sector, at all levels of government, as set out in Annex of definitions of Law No. 27245, Law of Responsibility and Fiscal Transparency or regulation that replaces it.

xi. By Supreme Decree N° 127-2014-EF, was approved the Regulation of Legislative Decree N° 1012.

xii. Law N° 30167that modifies Legislative Decree N° 1012. 1.5.2. Regulations related to the process of Public Bid

i. The Consolidated Text of the Law of Telecommunications, approved by Supreme Decree No. 013-93-TCC provides in Article 57 that the radio electric spectrum is a natural resource of limited size that is part of the heritage of the nation, whose use and granting to private use must be made under the conditions provided by the said law and its regulations.

ii. Through Ministerial Resolution N° 337-2014-MTC/03, dated July 12, 2014, the MTC:

 Arranged for a public bidding process to award only concession to provide public telecommunications services and allocate blocks of the band 698-806 MHz, according to the channel determined by the Ministry and according to the conditions set in the Bid Terms, and

 Entrusted to the Agency for Promotion of Private Investment - ProInversión, the conduction of the public bidding process and the awarding of the bid, within the legal framework applicable to the process of promoting private investment in charge of ProInversión.

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iii. By Vice-Ministerial Resolution N° 661-2014-MTC/03 published on November 9, 2014:

 Channeling of the Band 698 - 806 MHz nationwide was approved in three blocks as detailed below:

 It was decided that the blocks of the band 698-806 MHz to tender in the contest are:

iv. By ProInversión Agreement No. 644-1-2014-CPC of the Steering Council of ProInversión adopted in session No. 644 of November 24, 2014, the Plan for the Promotion of Private Investment was approved to select the operator to whom will be delivered the only concession for the Provision of Telecommunications Public Services and allocation of blocks of the Band 698-806 MHz nationwide.

v. By agreement of ProInversión Steering Council adopted in Session ... ... of August 11,2015, the Bid Terms of the Special Public Bidding for the execution of the process "Sole concessions for the Provision of Telecommunications Public Services and allocation of block 698 of Bands 698-806 MHz" nationwide was approved.

Under Agreement of the COPRI Nº 355-4-2001, modified by Agreement 208-02-2007 adopted by the Steering Council of Proinversión in its session dated November 20, 2007, the regulations in force regarding Government Procurement are not applicable to this bid.

vi. Through the Law of Government Procurement, approved by L.D. Nº 1017 and its Regulation, approved by S.D. Nº 184-2008-EF, the

Outward Return

A 703-718 758-773

B 718-733 773-788

C 733-748 788-803

Outward Return

A 703-718 758-773

B 718-733 773-788

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process of contracting of goods and services of the State was regulated. Said law, its regulations and complementary provisions are not applicable to this process.

vii. The bidding process referred to in these Bid Terms will be conducted in accordance with the provisions contained in it and what is not provided shall apply the rules of Supreme Decree No. 059-96-PCM and its Regulations, also including its complementary rules, and regulations.

1.5.3. Applicable sectorial rules

i. The provision of public telecommunications services that is granted in concession through this bidding is governed by the provisions of the Consolidated Text of the General Law of Telecommunications (Telecommunications Act), approved by Supreme Decree No. 013-93 - TCC; Consolidated Text of the General Regulation of the Telecommunications Act, approved by Supreme Decree No. 020-2007-MTC; Guidelines of the Policy of Market Opening of Telecommunications of Peru, approved by Supreme Decree No. 020-98-MTC; National Frequency Allocation Plan, approved by Ministerial Resolution No. 187-2005-MTC / 03; and all other rules, in general, issued by the Ministry of Transportation and Communications, or the Supervisory Agency for Private Investment in Telecommunications - OSIPTEL, within the framework of its competences.

ii. Likewise are applicable the following legal provisions:

 Legislative Decree No. 1019 of June 9, 2008, which approved the Law on Access to Infrastructure Major Suppliers of Public Telecommunications Services; which supplementary provisions were approved by the Steering Council Resolution No. 020-2008-CD / OSIPTEL on September 5, 2008 and which will apply in case the Concessionaire Corporation is qualified by OSIPTEL as important provider.

In this regard, Legislative Decree No. 1019 is to regulate the access and Sharing Use of telecommunications infrastructure necessary for the provision of public telecommunications services, providing alternatives to the concessionaires of public telecommunications services to ensure reasonable access and nondiscriminatory access to telecommunications infrastructure.

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Access and sharing use of telecommunications infrastructure that is established under the referred law, shall be mandatory applied to holders of telecommunications infrastructure which are major suppliers of public telecommunications services. Every Concessionaire has the right to access and sharing use of telecommunications infrastructure, provided by virtue of the referred law. It is the obligation of the major suppliers of Telecommunications Public Services, to provide the access and sharing telecommunications infrastructure, unless there are limitations and/or restrictions based on considerations duly verified of technical infeasibility, capacity, safety or other that Osiptel declares reasonably.

 Supreme Decree Nº 011-2012-MTC of August 30, 2012, whereby the ceilings to the allocation of the radio electric spectrum for the provision of mobile public services were modified.

 Supreme Decree N° 014-2012-MTC, of November 23, 2012, that modified the TUO of the General Regulation of Telecommunications Law, which allows to grant only concession to the awardees that have a previous concession.

 Law N° 29868, restoring the force of Law 29022; Law for the Expansion of Infrastructure in Telecommunications, published on May 29, 2012 in the official Gazette El Peruano.

 Supreme Decree N° 003-2015-MTC that approves the Regulation of Law N° 29022, Law for Strengthening the Expansion of Infrastructure in Telecommunications, published on April 18, 2015 in the official Gazette El Peruano.

 Law N° 29904, Law of Promotion of Broadband and Construction of the National Backbone Network of Optical Fiber, published in the official Gazette El Peruano, on July 20, 2012.

 Law N° 30083, Law that establishes measures to strengthen the competence in the market of mobile public services, published in the official Gazette El Peruano, on September 22, 2013.

 Law N° 30228, Law that modifies Law N° 29022, Law for Expansion of Infrastructure in Telecommunications, published in the official Gazette El Peruano, on July 12 , 2014.

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1.6. Powers of Proinversión Committee

1.6.1 The ProInversión Committee has the function of driving the process of promoting private investment that motivates the bid subject matter of these Bid Terms. It is empowered to promote, organize, regulate, modify, define, clarify, direct, supervise, control and dictate all provisions relevant or deemed necessary for the implementation of this process, resolve everything that is not provided in the Bid Terms or in the Applicable Law and, in general, to exercise all other powers assigned by the applicable laws and regulations.

1.6.2 ProInversión Committee may modify the terms stated in these Bid Terms, unless the changes affect the date of the award, in which case the Board of Directors will authorize the modification. This bid may be suspended or terminated if Proinversión Committeee deems it advisable without giving a reason and without incurring in any liability as a result of it. Such decision shall be previously coordinated with the MTC.

1.6.3 The mere presentation of the information provided in these Bid Terms and/or requested by ProInversión Committee for purposes of preshortlisting by a Bidder does not oblige the Proinversión Committee to declare it Preshortlisted Bidder, nor the submission of a proposal obliges Proinversión Committee to accept it.

1.6.4 Except as expressly provided otherwise in these Bid Terms, the decisions of the ProInversión Committee or of ProInversion, as appropriate, regarding this bid, are final and not give rise to compensation of any kind and are not subject to challenge in the administrative, arbitration or judicial sphere. Consequently, the mere participation in the bidding, people who fall under the scope of these Bid Terms renounce to file any legal challenge or other action or claim of any nature against such decisions, before any judge, court jurisdiction or national or foreign authority.

1.7. Concession Contract

1.7.1 One or several draft concession contracts shall be available to the Bidders on the dates indicated in the bid schedule referred in Section 1.7 of these Bid Terms.

1.7.2 Bidders may submit suggestions to the draft concession contracts within the terms indicated in the bid schedule, with the same formalities foreseen in Section 3.1. ProInversión Committee is not obliged to accept or reply the suggestions that the Bidders formulate to the different versions of the concession contract.

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The bid Schedule is that included in Annex N° 10. Except where otherwise expressly indicated, the maximum period of the day, will expire at 17:00 hours of Lima - Peru.

1.9. Interpretation and references

1.9.1 The terms and expressions used in these Bid Terms shall be interpreted in its literal and natural sense unless specifically been assigned another meaning in this document or its annexes or the context otherwise requires it; and in any case, according to current standards in Peru. It shall, without admitting evidence to the contrary, that every participant in this process knows the laws and Peruvian regulations in force and applicable to this process.

1.9.2 The titles of chapters, sections, points, forms and annexes of the Bid Terms are used for indicative purposes only and shall not affect the interpretation of their content.

1.9.3 In case of contradiction between what is stated in these Bid Terms and the terms of any of its annexes, the provisions of the Bid Terms shall prevail, except that in the annexes were expressly indicated, clearly and unequivocally, that their content modifies the indications of the Bid Terms. In all cases, the contents of the "Circular" referred to in these Bid Terms, shall prevail over the provisions of the Bid Terms even if not expressly stated otherwise.

2. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVE

2.1. Authorized Agents

2.1.1. Participation Fee

For purposes of this bid, Bidder will be considered any person or consortium that has complied to pay the participation fee.

Once payment is made, the Bidder must send a simple letter to the Project Manager in the telecommunications issues signed by its General Manager, Attorney, Legal Representative or by any officer with full powers to represent the Bidder in the Bid; or natural person interested in participating in the bid to the address indicated in Section 3.1.2 of the Bid Terms, indicating:

i. The denomination or name of the person or consortium2, ii. The address and telephone of the person or consortium,

2

To identify the consortia, the Legal Representative of the companies they conform shall establish an own name, for example, Consortium Band 700 MHz.

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iii. The name, address and e-mail of the Manager, Attorney, Legal Representative or officer who address the Communications; or the natural person,

iv. Express will of the person or consortium to participate in the bid, and v. Enclose a photocopy of the payment receipt or transfer issued by a

bank or the payment receipt for the participation fee issued by ProInversión to the person or any of the persons members of the consortium.

The letter referred to in the preceding paragraph may also be sent by email, scanned (PDF) to the address provided in Section 3.1.2 of the Bid Terms. The photocopy of the payment receipt issued by a bank, will be replaced by a scanned PDF format of the proof of payment of the participation fee. The Project Manager in the telecommunications, on behalf of the Committee, shall send a communication via the same route confirming receipt of the letter. To confirm the submission of the letter and the acceptance of the Committee, the Bidder will provide the Committee the written or physical version in its Envelope 1.

If the Bidder does not include in its envelope No. 1 the written version of this letter or proof of payment of the participation fee, Proinversión Committee will not consider it received and will urge its prompt delivery, under charge to declare it eliminated from the bid.

The payment of the participation fee is US$1,000.00 (One thousand and 00/100 American dollars), including the VAT, amount that should be deposited in the saving account in dollars N° 0011-0661-66-0200035113 (SWIFT: BCONPEPL, ABA: UID011517) of BBVA Banco Continental. This amount is not refundable.

The Bidders have the right to require proof of payment to ProInversión for this right, for which they must send in the reception desk of ProInversión a written statement indicating the name and the Voter Registration Card number of the person who will collect such proof, and the date on it to perform the procedure.

2.1.2. Assignment of the Participation Fee

The acquirer of the participation fee who decides not to participate in the bid, may transfer that right to another person or consortium five (05) business days before the date of submission of envelope No.1.

To this end, the acquirer of such right (assignee) shall submit to Proinversión Committee a written communication which accredits: (i) the transfer in its favor with legalized signature of the transferor and assignee; (ii) a simple letter indicating that it meets the requirements of Section 2.1.1. and (iii) the information required for the appointment of the new Authorized Agents and Legal Representatives, according to Section 2.1.4

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and 2.2, otherwise the assignment shall not take effect before ProInversión or the Committee of ProInversión.

Also, when the Bidder, or one of its shareholders or partner members, or any company affiliated to the Bidder or one of its shareholders or partner members, has been the person who paid or acquired the payment of the participation fee, he can transfer it to a person of his group or to a third party. To prove this fact, it is sufficient that the assignee submits to Proinversión Committee a written communication submitted to the reception desk by which the transfer is manifested in its favor and enclosing a copy of the Participation Fee. Additionally, an affidavit explaining the binding relationship between the Bidder and such person as aforesaid. When communicating the transfer of payment of the participation fee to another person, the new owner of the payment of the participation fee must submit the information required for the appointment of its new Authorized Agents and Legal Representatives.

2.1.3. Appointment of Authorized Agents

Each Bidder shall appoint up to two (02) natural persons with common domicile in the city of Lima or Callao as their Authorized Agents, for purposes of this bid. The nomination will be made by writing, addressed to the Chief of Telecommunications Project of Proinversión to the address stated in Section 3.1.2. of the Bid Terms, signed by the General Manager or by any official with sufficient powers to that effect,

2.1.4. Appointment Letter

The appointment of Authorized Agents shall be made in writing by simple letter signed by the General Manager or by any attorney or representative of the Bidder directed to the address indicated in Section 3.1.2 of the Bid Terms, expressly noting the powers of the Authorized Agent and stating the appropriate information, as stated in Section 2.1.5.

The appointment of Authorized Agents, or change of their address, phone, fax or email, as appropriate, take effect from the date on which the respective communication issued by the Bidder, is presented by the reception desk of ProInversión .

If the Bidder is a natural person, he will decide to appoint or not the Authorized Agents, in accordance with the preceding paragraph and Section 2.1.5. If they are not appointed, shall mean that the Bidder is an Authorized Agent. In the latter case, it shall likewise submit a letter enclosing a copy of their Voter Registration Card or Passport indicating the data specified in Section 2.1.6 of this section.