Internet address(es):

Main address: www.efkm.dk

Fairness opinion of Energinet.dk’s acquisition of DONG Energy A/S assets

Fairness opinion of Energinet.dk’s acquisition of DONG Energy A/S (det nuværende Ørsted A/S) assets

Below is written ”Discription of Task” from the original tender of December 2015. It is noted that these are historical information:

”1) Objective

The general objective of the task is to provide financial counsel and fairness opinion for Energinet.dk’s acquisition of DONG Energy A/S gas distribution and oil and gas pipelines,

Including Nybro Gas Treatment Plant. 16.7.2018 eu-supply.com https://eu.eu-supply.com/ctm/Publication/TedS09/F20Modification/166463/10/24724 2/5

II.2.7)

II.2.13)

V.2)

V.2.1)

V.2.2)

2) Specific tasks

Energinet.dk is owned by the Danish minister of energy, utilities and climate on behalf of the Danish government. In relation to the IPO of DONG Energy A/S it has been decided that Energinet.dk is to acquire DONG Energy A/S following assets:

1) Gas distribution

2) Oil pipeline

3) Gas pipeline, including Nybro Gas Treament Plant Energinet.dk has been given a mandate by the minister of energy, utilities and climate to negotiate the terms of the acquisition for each of the above listed assets. The minister’s involvement in the acquisition of each asset is twofold:

1) Halfway through the negotiations Energinet.dk is to submit an indicative price to the Minister for the asset.

2) Ultimately the minister needs to approve the valuation and terms of the acquisition. The specific tasks for the consulting firm in relation to each of the three assets are to provide financial advice to the ministry at the above mentioned involvement stages. This includes:

1) Evaluate the indicative price;

2) Conduct a fairness opinion of the valuation.

The consulting firm must assess whether the valuation forming the basis of the indicative price and the final bid has been carried out in accordance with best practice. When doing so it must also be ensured that no state aid has been granted to DONG Energy A/S and that the valuation of the gas distribution system is in accordance with the principles of expropriation. The service provided should also consist of continual participation in meetings and continuous counseling with the Ministry, Energinet.dk and the law firm Poul Schmith. It is a requirement that the consulting firm can declare itself independent from other interests in relation to DONG Energy A/S and Energinet.dk.

Organisation and timeline

The cooperation organisation will be established at a kick-off meeting with the winning consultancy. The consulting firm will be expected to participate in meetings with Energinet.dk and the law

Firm Poul Schmith continually in the process to get an understanding of the conditions of the acquisition from late December 2015 and until the final approval expected in May/June 2016

(for the oil pipeline and gas distribution). The process with acquiring DONG Energy A/S gas pipeline is expected to start up shortly after the closing of the oil pipeline and gas distribution acquisitions. The expected end date for closing of the gas pipeline acquisition is late 2016.

A summary of the timeline is as follows:

1) Oil pipeline – indicative price Feb/Mar 2015 – signing April/May 2015.

2) Gas distribution – indicative bid April 2015 – signing May/Jun 2015.

3) Gas pipeline, including Nybro Treament Plant – start up mid 2015 – closing late 2016.”

It is noted that there is significant uncertainty about the contract's starting time and duration, as the start and completion of the contract is dependent on a negotiation process. There is thus the possibility that the duration will be either shorter or longer than that specified in Part II.2.7 and part VII.1.5

Internet address: https://erhvervsstyrelsen.dk/klagevejledning-0

Precise information on deadline(s) for review procedures:

Pursuant to the Danish Act on the Complaints Board for Public Procurement, etc. (lov om Klagenævnet for Udbud MV) (the Act is available (in Danish) at www.retsinformation.dk), the

Following deadlines apply to the lodging of complaints:

Complaints for not having been selected must be submitted to the Danish Complaints Board for Public Procurement before the expiry of 20 calendar days, see section 7(1) of the Act, from the day after submission of notification to the candidates concerned of the identity of the successful tenderer where the notification is accompanied by an explanation of the grounds for the decision in accordance with section 2(1)(i) of the Act and section 171(2) of the Danish Public Procurement Act. In other situations, complaints of award procedures, see section 7(2) of the Act, must be

Lodged with the Danish Complaints Board for Public Procurement before the expiry of:

1) 45 calendar days after the Contracting Authority has published a notice in the Official Journal of the European Union that the Contracting Authority has entered into a contract. The deadline is calculated from the day after the day when the notice was published.

2) 30 calendar days calculated from the day after the day when the Contracting Authority has notified the candidates concerned that a contract based on a Framework Agreement with reopening of competition or a dynamic purchasing system has been entered into where the notification has included an explanation of the relevant grounds for the decision.

3) 6 months after the Contracting Authority entered into a framework agreement calculated from the day after the day when the Contracting Authority notified the candidates and Tenderers concerned, see section 2(2) of the Act and section 171(4) of the Danish Public Procurement Act.

4) 20 calendar days calculated from the day after the Contracting Authority has submitted notification of its decision, see section 185(2) of the Danish Public Procurement Act. Not later than at the time of lodging a complaint with the Danish Complaints Board for Public Procurement, the complainant must notify the Contracting Authority in writing that a complaint has been lodged with the Danish Complaints Board for Public Procurement and whether the Appeal was lodged during the standstill period, see section 6(4) of the Act. In cases where the complaint was not lodged during the standstill period, the complainant must furthermore indicate whether a suspensory effect of the complaint has been requested, see clause 12(1) of the Act. The e-mail address of the Complaints Board for Public Procurement is set out in section VI.4.1). The Complaints Board’s own complaints procedure is available at www. erhvervsstyrelsen.dk

Internet address: http://www.kfst.dk

The overall task is to provide financial advice and fairness opinion in connection with Energinet's acquisition of Ørsted A / S oil pipeline and gas pipeline including the Nybro gas station from the task description in the original tender, the gas distribution section is completed.

The value of the contract is increased by 500 000 DKK.

The increase is especially due to the need for further review of material as well as general project management in relation to what was in the original agreement.

The change is due to the suspension of the negotiations for which the financial advice was required. The stay in the negotiation process means that there will be a need for more advice than was provided in the original agreement.