زیرساخت در برزیل دولت جدید

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۷۲ ۸۷ 5 1۰ ۲ TAUIL CHEQUER Infrastructure in Brazil: New Government, New Opportunities? The Legal and Regulatory Perspective fakes 5 Victor Galante hequer Ry ‏تا سب‎ ele og 80: + 55 21 2127 5 Unitas SSS Cal Bice London: + 44 20 3130 3564 ‎VGalante@mayerbrown.com‏ اه نامدالا ‎AChe TUE eRe)‏ ‎ 

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Summary * Brazilian Legal System * Contracting with the Government * Perspectives TAUIL S CHEQUER 

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Brazilian Legal System 

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Brazilian Legal System * Brazil Facts Area: 8,514,877 km? (5th) Labor Force: 103,600,000 (6th) GDP (PPP / 2010): $ 2.194 trillion (8th) GDP Real Growth (2010): 7.50 % Electricity Production: 461.1 Billion KWH (9th) Oil Proved Reserves: 13.2 billion bbl (to triple after pre-salt) Natural Gas Proved Reserves: 364.2 billion cu Source: CIA World Factbook TAUIL S CHEQUER 

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Brazilian Legal System + Federative Republic - Federal Union States / Federal District ~ Municipalities Three Levels of Government - There is no hierarchy: each level has authority to legislate within its sphere of competence: — Federal Union: General Rules — States: Self Organization and Specific Rules - Municipalities: Issues of Local Interest TAUIL S CHEQUER 

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Brazilian Legal System * Regulatory Agencies Public legal entities constituted by means of law, with political, financial, ruling and management autonomy Function: ‘ontrol and inspect public activities carried out by private companies Main Federal Reguilationy, Agencies ANP In charge of regulating the oil and gas activities ANEEL In charge of regulating the electricity industry ANATEL In charge of regulating the telecommunications ANA In charge of regulating the use of water resources ANTAQ In charge of regulating the waterway transports ANAC In charge of regulating the civil aviation ANTT In charge of regulating the land transports TAUIL S CHEQUER 

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Brazilian Legal System + Environmental Agencies - Three Levels of Competence: ‘Federal IBAMA State Environmental Agencies Local Environmental Agencies TAUIL S CHEQUER 

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Contracting with the Government 

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Contracting with the Government Public Biddings Public Biddings Law No. 8.666 / 1993: Establishes rules for biddings and contracts of the Public Administration relating to constructions, services, advertisement and the purchase, sale and lease of goods - Applicable to all entities of the Federal Government, States and Municipalities (Exception: Petrobras is subject to a simplified bid proceeding - Decree No. 2.745/1998) - Contracts subject to Basic Principles: Legality, Equality, Impersonality and Competitiveness - Forms of bidding: competition, request for quotation, invitation, auction and contest — Criteria of Judgment: best price, best technique or best price and technique ~ Exemption of Bidding Process only in case of (1) dismissal due to public interest reasons; or (2) unfeasibility due to unique characteris HIS ACNE object, exclusive supplier or notorious expertise of a services provider 

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Contracting with the Government * Public Biddings Comprasnet.gov.br - Online bids promoted by the Federal Government for the acquisition of goods and services — Suppliers enrolled in the Suppliers Registry System (SICAF) receive access to all ongoing and future biddings Evolution of Federal Gavennmentt Expenses with Biddings * comprasnet.gov: br Source: 2007 2008 += 2009 ۰ 0 “Excluding expenses with constructions TAUIL S CHEQUER 

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Contracting with the Government * Concession of Public Services Federal Constitution: Establishes which activities may be delegated by the Federal Government, States and Municipalities Telecommunications Electric Power Plants and Facilities core Airlines and Airports International / Interstate Transport (Water, Rails nt and Roads) Ports Distribution of gas through pipelines ge Other public services not under the Federal fates 3 9 ۳ Government competence (including _inter- municipal transport) Municipaliti Public Services of Local Interest es Mass Transport TAUIL s CHEQUER 

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TAUIL S CHEQUER Contracting with the Government * Concession of Public Services Concessions Law No. 8.987 / 1995: Regulates the delegation of public services by means of public biddings - Grantee: Qualified companies or consortium of companies — Tariffs may be reviewed in case of supervening facts which may affect the financial balance of the contract - Concessions may be preceded by construction works - Main types of concessions currently in force in Brazil: + Operation of Railroads and Highways + Generation and Distribution of Electricity + Telecommunications * Public Transportation 

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Contracting with the Government * Concession of Public Services Public Bidding Process: All concessions must be preceded by a Bidding Process - Conditions established in a Tender Protocol: + Description of Activity to be Delegated + Schedule and conditions of the bidding process + Main provisions of the Concession Contract — Participants to provide legal , technical and financial qualification — Criteria of Judgment: + Lowest tariff * Higher bid + Lowest tariff and higher bid TAUIL S CHEQUER 

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TAUIL S CHEQUER Contracting with the Government * Grating of E&P Rights Federal Constitution: Authorizes the Federal Government to contract private or public companies to carry out E&P activities Concession - Since 1997 - Law 9,478/1997 - Area: applicable to all blocks, Tregimes ۱ currently in except the pre-salt and strategic force areas - Access: Open access through competitive bids, individually or in consortium Production Sharing Agreement - Since 2010 - ۱2۷ 0 - Area: Pre-Salt and strategic areas - Access: Consortium with Petrobras 

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Perspectives 

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Perspectives * Brazil in the Calendar of Major Global Events 1 * Rio2016 | ‏هم‎ QD | World Confederatio World Cup_ Rio 2016 Games cup ‏ل‎ - Investments in the country estimated in US$ 2 trillion until 2014 | — Main sectors: oil and gas, infrastructure, logistics, energy, | petrochemicals and cellulose TAUIL S CHEQUER 

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CHEQUER TAUIL Perspectives * World Cup 2014 - 12 Cities / Stadiums — Direct investments of more than R$ 22 billion — Indirect investments of more than R$ 100 billion = Government Incentives: + R$ 5,3 billion to airports of 10 host cities BNDES Credit Line: 4,8 billion to stadiums and 1 billion to hotels + Tax Exemptions and Deductions to Stadiums +2016 Olympic Games - Rio de Janeiro = Direct investments in infrastructure of near R$ 30 billion — 34 sports facilities - Olympic Village: 48 new buildings in 750 .000 m2 Source: Sustainable Brazil: Socio-economic impacts of the 2014 World Cup - Emst & Young 0 ae earac: 

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Perspectives *World Cup and Olympic Games - Related Investments: ~ Mass Transport — High-Speed Rail Rio de Janeiro x Sdo Paulo: R$ 33 billion — Airports — Hospitality infrastructure — Leisure complexes associated with stadiums (cinemas, shopping centers, sports facilities...) — Real Estate projects — Increase in electricity generation TAUIL S CHEQUER 

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Perspectives * Oil and Gas Sector - Concession Regime: 52% of the areas are still in the exploration phase + New Bid Rounds expected in the next years — PSA Regime: 62% of Pre-salt area yet to be explored (71,000km2) Reserves of up to 90 billion barrels Investments of more than US$ 500 billion along the next 20 years EPC Opportunities: onshore basis, refineries, FPSOs, vessels, ultra deep water rigs and pipelines TAUIL S CHEQUER 

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Perspectives * Oil and Gas Sect PETROBRAS — Petrobras investment plan involves US$ 224 billion until 2014 Petrobras Delivery Pliam until|20200(toohiee contracted) * accumulated Value - Contracting with Petrobras: Simplified Bid Proceeding (Decree no. 2.745/1998) * Registration of Suppliers CFM 2005 - Basic conditions for the supply of materials to Petrobras Source: Petrobras usiness Plan 2010 TAUIL S CHEQUER D018 

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Thank you. 

Infrastructure in Brazil: New Government, New Opportunities? The Legal and Regulatory Perspective Alexandre R. Chequer Partner Rio: + 55 21 2127 4212 Houston: + 1 713 238 2709 AChequer@mayerbrown.com Victor Galante Senior Associate Rio: + 55 21 2127 4275 London: + 44 20 3130 3564 VGalante@mayerbrown.com Tauil & Chequer Advogados is associated with Mayer Brown LLP, a limited liability partnership established in the United States. Summary • Brazilian Legal System • Contracting with the Government • Perspectives Brazilian Legal System Brazilian Legal System • Brazil Facts Area: 8,514,877 km² (5th) Labor Force: 103,600,000 (6th) GDP (PPP / 2010): $ 2.194 trillion (8th) GDP Real Growth (2010): 7.50 % Electricity Production: 461.1 Billion KWH (9th) Oil Proved Reserves: 13.2 billion bbl (to triple after pre-salt) Natural Gas Proved Reserves: 364.2 billion cu Source: CIA World Factbook Brazilian Legal System • Federative Republic Federal Union Three Levels of Government States District / Federal Municipalities – There is no hierarchy: each level has authority to legislate within its sphere of competence: – Federal Union: General Rules – States: Self Organization and Specific Rules – Municipalities: Issues of Local Interest Brazilian Legal System • Regulatory Agencies Public legal entities constituted by means of law, with political, financial, ruling and management autonomy Function: Control and inspect public activities carried out by private companies Main Federal Federal Regulatory Regulatory Agencies Agencies ANP In charge of regulating the oil and gas activities ANEEL In charge of regulating the electricity industry ANATEL In charge of regulating the telecommunications ANA In charge of regulating the use of water resources ANTAQ In charge of regulating the waterway transports ANAC In charge of regulating the civil aviation ANTT In charge of regulating the land transports Brazilian Legal System • Environmental Agencies – Three Levels of Competence: IBAMA Licensing of activities and projects whose location or direct environmental impact exceed the limits of the country or the States States State Environmental Agencies Licensing of activities and projects whose location or direct environmental impact comprise more than one municipality Municipalit ies Local Environmental Agencies Licensing of activities and projects of local environmental impact Federal Contracting with the Government Contracting with the Government • Public Biddings Public Biddings Law No. 8.666 / 1993: Establishes rules for biddings and contracts of the Public Administration relating to constructions, services, advertisement and the purchase, sale and lease of goods – Applicable to all entities of the Federal Government, States and Municipalities (Exception: Petrobras is subject to a simplified bid proceeding - Decree No. 2.745/1998) – Contracts subject to Basic Principles: Legality, Equality, Impersonality and Competitiveness – Forms of bidding: competition, request for quotation, invitation, auction and contest – Criteria of Judgment: best price, best technique or best price and technique – Exemption of Bidding Process only in case of (1) dismissal due to public interest reasons; or (2) unfeasibility due to unique characteristics of the object, exclusive supplier or notorious expertise of a services provider Contracting with the Government Public Biddings Comprasnet.gov.br - Online bids promoted by the Federal Government for the acquisition of goods and services – Suppliers enrolled in the Suppliers Registry System (SICAF) receive access to all ongoing and future biddings Evolution Evolution of of Federal Federal Government GovernmentExpenses Expenses with Biddings Biddings ** R$ 70bi R$ 60bi R$ 50bi R$ 40bi Source: comprasnet.gov.br • 2007 2008 2009 *Excluding expenses with constructions 2010 Contracting with the Government • Concession of Public Services Federal Constitution: Establishes which activities may be delegated by the Federal Government, States and Municipalities Federal Governme nt Telecommunications Electric Power Plants and Facilities Airlines and Airports International / Interstate Transport (Water, Rails and Roads) Ports States Distribution of gas through pipelines Other public services not under the Federal Government competence (including intermunicipal transport) Municipaliti es Public Services of Local Interest Mass Transport Contracting with the Government • Concession of Public Services Concessions Law No. 8.987 / 1995: Regulates the delegation of public services by means of public biddings – Grantee: Qualified companies or consortium of companies – Tariffs may be reviewed in case of supervening facts which may affect the financial balance of the contract – Concessions may be preceded by construction works – Main types of concessions currently in force in Brazil: • Operation of Railroads and Highways • Generation and Distribution of Electricity • Telecommunications • Public Transportation Contracting with the Government • Concession of Public Services Public Bidding Process: All concessions must be preceded by a Bidding Process – Conditions established in a Tender Protocol: • Description of Activity to be Delegated • Schedule and conditions of the bidding process • Main provisions of the Concession Contract – Participants to provide legal , technical and financial qualification – Criteria of Judgment: • Lowest tariff • Higher bid • Lowest tariff and higher bid Contracting with the Government • Grating of E&P Rights Federal Constitution: Authorizes the Federal Government to contract private or public companies to carry out E&P activities Concession - Since 1997 - Law 9,478/1997 - Area: applicable to all blocks, 2 regimes except the pre-salt and strategic currently in areas force - Access: Open access through competitive bids, individually or in consortium Production Sharing Agreement Since 2010 - Law 12,351/2010 - Area: Pre-Salt and strategic areas - Access: Consortium with Petrobras Perspectives Perspectives • Brazil in the Calendar of Major Global Events 2011 Military World Games 2012 2013 2014 2016 FIFA World Cup Rio 2016 FIFA FIFA Confederation Cup Cup Rio + 20 FIFA Confederatio n Cup – Investments in the country estimated in US$ 2 trillion until 2014 – Main sectors: oil and gas, petrochemicals and cellulose infrastructure, logistics, energy, Perspectives • World Cup 2014 - 12 Cities / Stadiums – Direct investments of more than R$ 22 billion – Indirect investments of more than R$ 100 billion – Government Incentives: • R$ 5,3 billion to airports of 10 host cities • BNDES Credit Line: 4,8 billion to stadiums and 1 billion to hotels • Tax Exemptions and Deductions to Stadiums • 2016 Olympic Games - Rio de Janeiro – Direct investments in infrastructure of near R$ 30 billion – 34 sports facilities – Olympic Village: 48 new buildings in 750 .000 m2 Source: Sustainable Brazil: Socio-economic impacts of the 2014 World Cup - Ernst & Young Perspectives • World Cup and Olympic Games - Related Investments: – Mass Transport – High-Speed Rail Rio de Janeiro x São Paulo: R$ 33 billion – Airports – Hospitality infrastructure – Leisure complexes associated with stadiums (cinemas, shopping centers, sports facilities…) – Real Estate projects – Increase in electricity generation Perspectives • Oil and Gas Sector – Concession Regime: 52% of the areas are still in the exploration phase • New Bid Rounds expected in the next years – PSA Regime: 62% of Pre-salt area yet to be explored (71,000km2) • Reserves of up to 90 billion barrels • Investments of more than US$ 500 billion along the next 20 years • EPC Opportunities: onshore basis, refineries, FPSOs, vessels, ultra deep water rigs and pipelines Perspectives • Oil and Gas Sector – Petrobras investment plan involves US$ 224 billion until 2014 Petrobras Petrobras Delivery Delivery Plan Plan until until2020 2020(to (tobe be contracted) contracted) Drilling Rigs - Water Depth Above 2000m By 2015* By 2020* 26 31 53 465 491 504 Production Platforms SS and FPSO 53 63 84 Others (Jacket and TLWP) 81 83 85 Supply and Special Vessels * Accumulated Value By 2013 – Contracting with Petrobras: • Simplified Bid Proceeding (Decree no. 2.745/1998) • Registration of Suppliers • CFM 2005 - Basic conditions for the supply of materials to Petrobras Source: Petrobras Business Plan 2010 - 2014 Thank you.