1E9Ct5D

e) SPC – Special Purpose CompanyPrior to signing the agreement, the private partner shall incorporate a SPC, which may be publicly orclosely held, with the purpose of implementing and managing the PPP object. The SPC will be theowner of the property arising from the investment that the private partner makes during the agreementterm, and shall abide by the standards of corporate governance and adopt standard accounting andfinancial statements, according to regulations.It is prohibited for the Public Administration to hold the majority of the voting capital of a SPC, exceptwhen involving a financial institution controlled by the Government, in case of default of financingagreements.f) Invitation to bidThe invitation to bid process shall be preceded by the administrative procedures set forth in Law,among which authorization from the competent authority, based on a technical study, a budgetaryforecast for the project during the years of its execution, its inclusion in the Government’s multiyearplan, a public consultation for the supply of information and receipt of suggestions and, finally, a priorenvironmental license or issue of rules for the environmental licensing of the undertaking. Thefulfillment of these requirements will strengthen the security, for the private partner, of the effectiveperformance of the PPP agreements by the Public Administration.Sponsored concessions in which more than 70% of the remuneration of the private partner is paid bythe Public Administration will depend on specific legislative authorization.The contracting of PPPs will be the subject of an invitation to bid of the competitive type, with the prequalificationof bidders.The notice with invitation to bid may establish:(i) the agreement proposal and execution guarantees, to be offered by the bidder;(ii) the remuneration guarantees of the public partner to be offered to the private partner;(iii) the use of arbitration, to be held in Brazil, in Portuguese;70