HITW-UNI-PC-ABD060-0001-Terminal FEED ITT - Call for participation (1).pdf

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to the interested applicants -

• retrievable via e-tendering platform -

Europe-wide tender:

Hydrogen Import Terminal Wilhelmshaven (HITW) – Terminal-FEED - Call for participation and proposal

Negotiated procedure with prior call for competition

Invitation to submit a request to participate

Dear Ladies and Gentlemen,

Thank you for your interest in this procurement procedure.

The procedure carried out by the Employer is a negotiated procedure with prior call for competition in accordance with the German Act against Restraints of Competition (Gesetz gegen Wetbewerbsbeschränkungen - GWB) and the German Utilities Procurement Regulation (Sektorenverordnung – SektVO). The principles of transparency of the procedure and equal treatment of all applicants under public procurement law are strictly observed throughout the entire procedure.

Description of the Employer

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Contents

1 Subject of the tender and anticipated contract 4

2 Call for participation – Phase 1 4 2.1 General 4 2.2 Eligibility 5 2.3 Documents to be submitted for the call for participation – Phase 1 7 2.3.1 Subcontracting party and loan of eligibility by capacities of other entities including members of a consortium 10 2.4 Examination of the eligibility of the applicants 12 2.5 Eligibility Criteria and evaluation – Phase 1 12

3 Competitive Bidding – Phase 2 13 3.1 Planned Procedure Phase 2 14 3.2 First evaluation 14 3.3 Negotiation 14 3.4 Second evaluation 14 3.5 Final bidding and offer rounds 15 3.6 Form of the offers 15 3.7 Contents of the technical part of the offer 16 3.8 Financial part of the offer 16 3.8.1 Calculation of the offer 16 3.9 Changes to tenders; variant tenders 18 3.10 List of documents and information to be submitted at the tender submission stage18 3.11 Binding period of the offer 19 3.12 Secondary offers, several main offers 20 3.13 Examination and compliance of the offer documents 20

4 Award Criteria and evaluation – Phase 2 20 4.1 Award criteria Terminal-FEED Study Price 20 4.2 Award criteria Study Execution Concept 21 4.2.1 Sub-criterion Study Execution Plan 21 4.2.2 Sub-criterion Cracker-FEED interface 22 4.3 Award criteria Terminal-FEED Study Team 24

5 Information on Uniper’s parallel partnering process for the Employer 25

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6 Contract 25

7 Procedure Dates 27

8 Ambiguities in the tender documents and other documents 28

9 Questions about the procedure for the award of contract and the award documents 28

10 Bidder information pursuant to Section 134 GWB 29

11 Award of Contract: 29

12 Reprimand obligation / Competent body for review procedures 29

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1 Subject of the tender and anticipated contract

Uniper plans to build a hydrogen import terminal in Wilhelmshaven, Germany's only deep-sea port, to import up to 2.6 million tons per annum (mtpa) renewable/green/blue ammonia (NH ), incl. NH 3 3 storage, a rail tank car loading station and multiple NH cracking units to produce renewable hydrogen. 3 Up to 20 % NH can be directly redistributed by rail to downstream customers as an option. The larger 3 part of ammonia, if not all, will be cracked to hydrogen and will be injected into the regulated future German hydrogen core network which will run directly alongside the terminal site.

The design scope of this tender is excluding the cracker units and their related facilities. For a precise description of the design scope and the scope of work please refer to the Scope of Work “HITW-UNI- CE-ACC070-0002-Terminal-FEED Scope of Work”.

The details of the tender and the anticipated contract can be found in the attached specifications and appendices.

All documents of the Employer enclosed with the tender documents shall be bindingly observed for the tender and the anticipated contract as stated in the contract order of precedence.

2 Call for participation – Phase 1

2.1 General

The object of the call for participation is the qualitative selection of the candidates.

Please submit your request to participate in English in accordance with the requirements stipulated in this document in chapter 2 and in the procurement documents. Details of our submission requirements as well as the requirements for application are also explained in this document.

Please submit your request to participate including all required documents and declarations by 11:00 a.m. (Berlin, Germany time zone) on

14.08.2026

The submission of the documents must take place exclusively by uploading the documents on the German e-tendering platform at the following link:

https://www.deutsche-evergabe.de/dashboards/dashboard_off/a17a921e-5353-4070-b9d2- a88ca8ebd9cc

The editable templates (“HITW-UNI-PC-ACA080-0002-Eligibility forms Terminal-FEED ITT”) attached to the tender documents shall be used.

The Employer expressly reserves the right to request the subsequent submission, supplementation or correction of missing, incomplete or incorrect company-related documents, in particular self- declarations, statements, certificates or other evidence, or the submission or completion of missing or incomplete performance-related documents.

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But the subsequent submission of performance-related documents relating to the assessment of the economic advantage of the tenders on the basis of the award criteria shall be excluded within the scope of the statutory provisions of Section 51 of the German Utilities Ordinance (SektVO).

Request to participate in the tender procedure or tenders, which do not contain completely the required

or subsequent required documents, self-declarations and/or other information shall lead to exclusion

from the further procedure.

2.2 Eligibility

a) The contract will only be awarded to (eligible) bidders with the required expertise and capacity that

meet the minimum requirements, including the mandatory minimum eligibility conditions according to

2.3. and that are not excluded under the terms of Sections 123 or 124 of the German Act against

Restraints on Competition (GWB) or under other exclusion grounds.

If there is a previously announced limit to the number of candidates, an assessment will be carried out

according to the relevant evaluation scale included in the award documents.

b) The Employer checks the identity of candidates prior to awarding the contract. The evidence will

usually consist of a copy of the extract from the official register in the respective country. Translations

into English shall be enclosed for any official documents in another language. European companies

must provide a copy of the current register entry within the scope of Form XI to EU Directive

2014/24/EU on public procurement. International companies must provide a copy of the register entry

or a valid registration document for their company.

c) The Employer checks the candidates against the sanctions lists of the United Nations and the Eu-

ropean Union prior to awarding the contract. The awarding authority will inform the candidate if facts

come to light during the verification that prevent the contract from being awarded to the candidate.

d) Check of creditworthiness

The Employer checks the sufficient economic and financial standing of the candidates to perform the

contract. For this purpose, the Employer shall provide the following information and evidence:

• Total average turnover for the last three completed financial years (2023, 2024, 2025) in the

area of Engineering Services according to form V;

• Copy of annual financial statements (or extracts thereof, where publication is required) for the

last three completed financial years;

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• Confirmation that no insolvency, liquidation, or comparable proceedings are pending or have

been initiated according to form XIV;

• Self-Declaration of adequate business liability insurance according to form IV;

The Employer reserves the right to request further evidence or clarification where necessary.

e) Subcontracting party and eligibility based on the capacities of other entities

Subcontracting party with eligibility based on the capacities of other entities If candidates intend to make use of the capacities of another person or company to implement a

contract, they are required to prove that the relevant capacities are at their disposal to implement the

contract or will be delivered by the subcontractor in question; to do so they must complete and submit

the ‘Declaration of commitment from the subcontractor” using Form X and/or XII.

Subcontracting party If a candidate intends to let a subcontractor implement some of the services, the nature and extent of

these services must be stated with the submission of the tender, and the subcontractor must be men-

tioned by name. Section 2.2 lit c) shall apply for subcontractors as well.

f) Candidates from non-covered third countries

The Employer reserves the right to exclude candidates based in countries outside the European Union

that are neither party to the World Trade Organization Agreement on Government Procurement nor

to any other international agreement with the European Union on ensuring equal and reciprocal ac-

cess to participation in public procurement procedures (‘non-covered third country’) from participation

in this specific procurement procedure at any time during the procurement procedure. Candidates

based in non-covered third countries are also not entitled to legal protection from review bodies under

public procurement law.

This section applies mutatis mutandis to candidate consortia in which at least one member of the

consortium is based in a non-covered third country.

This section also applies accordingly to candidates who, as part of the eligibility through reliance upon

the capacities of other entities, make use of a company which is based in non-covered third country.

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g) Duty to inform in the event of prior involvement

If the candidate, a member of a consortium, the list of proposed experts/subcontractors includes any-

one who advised the awarding authority before the award procedure or was involved in preparation

of the award procedure in any other way, the candidate must inform the Employer of this fact.

h) Storage and processing of personal data

The storage and processing of personal data at the Employer is carried out in accordance with the

document ‘Information due to the collection of personal data pursuant to Articles 13 and 14 of the

General Data Protection Regulation (Regulation (EU) 2016/679 of 27 April 2016)’, which is attached

to these tender documents.

i) No remuneration or reimbursement of costs

The employer will not provide any remuneration or reimbursement to cover participation in presenta-

tions, as well as negotiations or the preparation of requests to participate or tenders in the context of

this award procedure.

2.3 Documents to be submitted for the call for participation – Phase 1

Candidates must submit the following information, documents and self-declarations in the first phase. The forms attached to the tender documents (“HITW-UNI-PC-ACA080-0002-Eligibility forms Terminal- FEED ITT”) must be used.

For the purpose of identifying any grounds for exclusion and verifying suitability, bidders have to sub- mit specific self-declarations and documents.

The candidates are required, as a minimum requirement, to (i) submit all the self-declarations and other documents listed under items a) to s) in a complete and duly executed form and (ii) additionally satisfy the mandatory minimum eligibility conditions set out under items a) to s).

a) "Declaration of the applicant consortium" according to Form I (if relevant). b) "Self-declaration of reliability" according to Form II confirming the absence of exclusion grounds pursuant to Sections 123 and 124 of the German Act against Restraints of Competition (GWB), and, where applicable, a self-declaration demonstrating reliability despite the existence of exclusion grounds – self-cleaning pursuant to Section 125 GWB (mandatory minimum eligibility condition).

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c) Self-declaration about prior involvement in the procurement procedure according to Form XIII (mandatory minimum eligibility condition). d) "Self-declaration of reliability" according to Form II confirming the absence of exclusion grounds pursuant to Sections 123 and 124 of the German Act against Restraints of Competition (GWB), and, where applicable, a self-declaration demonstrating reliability despite the existence of exclusion grounds – self-cleaning pursuant to Section 125 GWB (mandatory minimum eligibility condition). e) "Self-Declaration on Liability Insurances" demonstrating minimum liability coverage amounts of 10.000.000 Euros according to Form IV (mandatory minimum eligibility condition) f) "Self-Declaration of Turnover" as per Form V for the three financial years (2023-2025), displaying a minimal average total annual turnover over the last three (3) financial years of > € 12 million in the area of Engineering Services (mandatory minimum eligibility condition). g) Copy of annual financial statements (or extracts thereof, where publication is required) for the last three completed financial years (2023 – 2025) h) Proof of registration in a professional or commercial register, or an equivalent register (not older than six months, whereby the relevant date for the calculation is the deadline for submission of tenders), insofar as such registration is required for the respective service provider under the ap- plicable legal provisions (a copy of the extract must be enclosed) (as indicated in Form VI).Foreign candidates shall submit equivalent register/certifications. The equivalence of such register/certifi- cations must be duly demonstrated. A detailed and comprehensive substantiation is required in this respect (mandatory minimum eligibility condition) i) "Self-declaration on the company" according to Form VI. The minimum required number of permanent engineers employed is an average of 200 or more in the last three (3) completed financial years. (mandatory minimum eligibility condition) j) Acknowledgement of and self- declaration on compliance with Uniper's “Code of Conduct” according to Form VI (mandatory minimum eligibility condition) k) Acknowledgement of Uniper’s “HSSE-Sustainability-Policy-Statement” according to Annex 1 (mandatory minimum eligibility condition). l) Confirmation of and self-declaration that all items of the scope as described in the scope of work (“HITW-UNI-CE-ACC070-0002-Terminal FEED Scope of Work”) and listed in price sheet template (“HITW-UNI-PC-ACA110-0001-Price sheet template FEED ITT”) can be delivered (delivery capacity and delivery competence) according to Form VI (mandatory minimum eligibility condition). m) Adherence to the price sheet template (“HITW-UNI-PC-ACA110-0001-Price sheet template FEED ITT”) provided which requires a lump sum fixed price for the Terminal-FEED Study n) "Self-declaration Company References" according to Form VII. The applicant must provide at least references in accordance with the specifications described below (mandatory minimum eligibility condition).

The following requirements for references must be met:

A. The applicant must provide reference(s), at least one (1), for the completed execution of ser- vices that are comparable to the services to be awarded. Comparable services are those which

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consider large industrial-scale applications, such as terminals (import and/or export), im- port/export facilities, LPG-/Ethylene-/LNG-/Ammonia-applications and have been carried out as FEED or detail engineering. B. The applicant must provide at least one (1) reference according to which it has completed at least one FEED or detail engineering for an industrial scale ammonia application compa- rable to the Design Scope as described in the Scope of Work (“HITW-UNI-CE-ACC070-0002- Terminal-FEED Scope of Work”) or at least comparable to one or more relevant, key major elements or areas of the requested Design Scope. Ideally, the reference project location was within the European Union and therefore the carried-out planning has taken into account all relevant European norms and standards. The reference described here can be an integral part of references under A), C), D) or E). C. The applicant must provide at least one (1) reference to proof relevant experience in FEED or detail engineering at the interface to marine aspects and marine shipping. Relevant expe- rience with regard to the project scope can e.g. be for loading and/or unloading topsides on jetties or other harbour infrastructure for transfer of gases, liquefied gases, or petrochemical substances. The reference described here can be an integral part of references under A), B) or D). D. The applicant must provide at least one (1) reference according to which it has completed at least one FEED or detail engineering for a full-containment ammonia or LNG storage tank. The reference described here can be an integral part of references under A), B), C) or E). E. The candidate shall provide relevant reference(s), at least four (4), to demonstrate applicable and relevant civil engineering knowledge in Germany, considering that FEED engineering and design for many buildings is required as part of the Terminal-FEED Scope of Work, among others. The references shall comprise civil (sub-)projects with a volume of > € 50 million each. Also, the candidate or its Civil subcontractor has to proof that at least the references or further four (4) civil permitting approval processes have been performed in Germany successfully and in German language. Special knowledge in Federal civil codes and standards, laws as well as construction product certifying procedures must be proven. References shall proof experi- ences with shall proof experiences with NBauO, BauGB, BauNVO, DIN, DIBt, WHG, DVGW, DWA. The reference(s) described here can be an integral part of references under A), B) or D). F. The value of the candidate's own work (excluding subcontractors) in relation to references according to A) or B), must be more than €2,500,000 (gross). If the service was provided as part of a partnering or joint venture, the candidate's share of the service must be more than 50%. G. The references according to A) – E) must not be older than ten (10) years and must contain the following minimum information:

• Project description
• Execution period
• Scope of Services (Design Scope and Scope of Work)
• Employer
• Contact person (by name with contact details, in particular telephone number)

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• contract value (with additional statement of candidate´s part of the contract volume, if JV or subcontract)

o) “List of subcontractors” and declaration eligibility based on the capacities of other entities (“quali- fying lenders”) according to Form IX (if relevant). p) “Declaration of commitment of the third party to suitability loan of the technical and professional capacity” according to Form X (if relevant). q) “Declaration of commitment of the third party to suitability loan of the economic and financial ca- pacity” according to Form XI (if relevant). r) “Sanctions - Self-declaration on the lack of reference to Russia” according to Form XII (mandatory minimum eligibility condition) s) Proof (copy of appropriate certificate) of the establishment and maintenance of a quality management system in accordance with the EN ISO 9001 standard or equivalent (mandatory minimum eligibility condition) t) Evidence of the establishment and maintenance of an occupational health and safety management system, such as OHSAS18001 or equivalent to the ISO 45001 standard or equivalent. (mandatory minimum eligibility condition) u) Document “Expression of Interest” signed by the candidate

Note: Request to participate in the tender procedure or tenders, which do not contain completely the required or subsequent required documents, self-declarations and/or other information shall lead to mandatory exclusion from the further procedure.

The designated subcontractors are only permitted to use further subcontractors with the expressed prior consent of the Employer according to the contract terms, insofar as these subcontractors are suitable.

The above-mentioned declarations and evidence must be submitted by the applicant and, in the case of candidate groups, by all members. Foreign candidates must provide equivalent evidence from the authority/institution responsible for them in their home country. These must be translated into English at the request of the Employer, which in this case must be done by means of a certified translation.

Missing, incomplete or incorrect evidence and declarations may be requested from the Employer later, insofar as legally permissible.

2.3.1 Subcontracting party and loan of eligibility by capacities of other entities includ-

ing members of a consortium

A candidate or a consortium of applicants may use other companies as subcontractors and/or suitability lenders. These must be named in the application to participate using Form IX.

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With regards to the submission of additional documents, a distinction must be made between three cases:

Case 1: For the designation of a subcontractor without a suitability loan, the applicant must also submit for each subcontractor: all the documents listed to prove the reliability and compliance of the subcontractor under section III.1.1 of the EU-wide notice (i.e. forms I, II, III, X, XII and excerpt from the commercial register).

Case 2: For the designation of an undertaking as a subcontractor with a loan of suitability in relation to technical and/or professional capacity, the applicant must additionally submit: (i) the documents referred to in section III.1.3 of the EU-wide contract notice for that third party to the extent that the applicant relies on the third party's capacity to demonstrate capacity (i.e. Form V, VI, VII and XI), (ii) the documents listed in section III.1.1 of the EU-wide notice, all of which are also designated by the subcontractor (i.e. forms I, II, III, XII and excerpt from the commercial register), (iii) a declaration of commitment from the subcontractor using Form X.

Case 3: For the designation of a company as a suitability lender in terms of economic and financial standing, the applicant must also submit: (i) Form V in accordance with Section III.1.2 of the EU-wide Notice, (ii) the documents listed in Section III.1.1 of the EU-wide Notice, all of which are submitted by the Suitability Lender (i.e. Forms I, II, III, XII and excerpt from the commercial register), (iii) a declaration of commitment from the subcontractor using Form XII.

Case 4: For the designation of a company as a member of a consortium, each member of a consortium must submit all the documents listed to prove the reliability and compliance of the member of the consortium under section III.1.1 of the EU-wide notice (i.e. forms I, II, III, V, X, XII, XIII, XIV and the excerpt from the commercial register).

Subcontractors that are relied upon for the purposes of “reliance on the capacities of other entities” within the meaning of Section 47 of the Utilities Procurement Ordinance (SektVO) and in respect of which exclusion grounds according to Section 123 or 124 of the German Act against Restraints on Competition (GWB) exist must be replaced by the applicant. The Employer reserves the right to set a deadline for the applicant to remedy this. This applies accordingly if a member of a consortium is subject to such exclusion grounds. It is pointed out that another company can not only be an independent company that is legally different from the applicant but is also to be understood as an affiliate/associated company.

Note: The personal data requested by applicants will be processed and stored as part of the award procedure (data protection clause). The information is a prerequisite for the consideration of an offer. A corresponding information sheet "Information on the processing of personal data" is attached to the tender documents.

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2.4 Examination of the eligibility of the applicants

The Employer will formally examine the documents submitted in due time and will assess the qualification of the candidates on the basis of the documents submitted.

Applicants whose documents fail to comply with the minimum requirements and/or the mandatory minimum eligibility conditions according to 2.2 will be excluded from the further procedure.

If these minimum requirements or minimum eligibility conditions are not met in full and/or the required

information is not provided in full, the bidder will be excluded from the further award procedure.

If we receive more than 5 requests to participate, which meet the minimum requirements and the

minimum eligibility conditions, we will make a selection on the basis of the criteria laid out in section

2.5 and invite candidates only from the 5 candidates with the highest scores. We reserve the right to

cancel the procurement procedure if we receive fewer than 3 requests to participate.

If it is not possible to make a clear selection of up to 5 candidates for the tendering phase on the basis

of the criteria listed under section 2.5 (e.g. if a number of candidates achieve the same overall eligibility

score), we reserve the right to increase the maximum number of 5.

2.5 Eligibility Criteria and evaluation – Phase 1

Candidates to note, that failure to meet the minimum required references according to 2.3 n) will lead to exclusion from Phase 2 – Competitive bidding!

The information provided by Applicants during phase 1 is evaluated based on the minimum requirement according to 2.3, which includes (i) the submission of all the self-declarations and other documents listed under items 2.3 a) to s) in a complete and duly executed form and (ii) additionally the satisfaction of the mandatory minimum eligibility conditions set out under items 2.3 a) to s). If we receive more than 5 requests to participate, which meet the above mentioned requirements including the minimum eligibility conditions, we will make a selection on the basis of the following criteria and their weighting outlined below.

The total maximum achievable points will be 1000. The eligibility criteria are broken down into the following categories:

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For the criterion “Company References”, the rating shall be distributed according to the following provisions:

Rating Definition Score

Excellent – Vast and most relevant references in all required areas of the project’s design scope significantly exceeding the mini- 4 1000 mum requirements as per section 2.3 n). Applicant had full responsibility of services. Most relevant experience in Ger- many.

Good - Good references in all required areas of the project’s design 3 scope, clearly exceeding the minimum required references 750 as per section 2.3 n) Applicant mostly had full responsibility of services. Reasonable experience in Germany.

Adequate - Adequate references in key areas of the project’s design 2 scope, exceeding the minimum required references as per 500 section 2.3 n) JVs or subcontractors needed to provide full scope of services. Limited experience in Germany.

Sufficient - 1 References fulfil the minimum required references set out in 250 section 2.3 n)

3 Competitive Bidding – Phase 2

After the first stage of the procedure, the prior call for participation phase 1, is completed, the bidding procedure begins with the invitation to submit an initial offer based on the tender documents. The procedure is designed in such a way that it starts with a larger group of bidders and the number of bidders can be reduced in the course of the procedure.

Applicants whose eligibility has been established by the Employer in the call for participation phase 1 shall be invited as bidders to submit an initial binding offer. Insofar as the Employer has reserved the right to admit only a maximum number of bidders for the 2nd phase, it shall invite only this maximum number of the best-suited applicants (according to the ranking after evaluation of the calls for participation) to submit a tender.

All offers for this tender are to be submitted exclusively electronically via the German e-tendering platform by the end of the bid submission period and under:

https://www.deutsche-evergabe.de/dashboards/dashboard_off/a17a921e-5353-4070-b9d2- a88ca8ebd9cc

Transmission of the offer documents by fax or e-mail is not permitted.

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The offer deadline specifically stated in the invitation to submit an initial offer shall be binding.

Offers received late will not be considered.

The bidders or their representatives' presence at the opening of the offer documents is not permitted.

3.1 Planned Procedure Phase 2

The Employer shall subject the offers received to a formal and arithmetical examination.

3.2 First evaluation

Subsequently, the Employer will carry out an initial evaluation of the initial offers on the basis of the announced award criteria. Bidders who are to be excluded from the procedure due to formal errors will receive a corresponding notification. We also reserve the right, once the initial tenders have been submitted, to make a selection on the basis of the award criteria listed in the procurement documents and only to enter into negotiations with the 3 bidders that receive the highest scores. In addition, we reserve the right to conduct the negotiations in consecutive phases with a view to reducing the number of tenders under negotiation on the basis of the contract award criteria specified. The bidders who, following the reduction of the bidding and negotiation pool, are not among the shortlisted bidders, will not be excluded but will initially be placed on hold and will receive a corre- sponding notification. In the selection decision - as in the entire procedure - the award criteria and the other requirements under public procurement law are strictly observed. We also reserve the right to award the contract on the basis of initial tenders without entering into negotiations.

3.3 Negotiation

The bidders invited to the negotiation meeting shall be given the opportunity to present and explain their initial offer. The Employer is permitted to ask questions in order to question the bidder's expla- nations and, if necessary, to have them substantiated by the bidder. The tender or individual aspects thereof may be negotiated. The Employer reserves the right, if necessary, not to conduct negotiations on contractual aspects. The Employer expects the Bidder's designated Project Manager to attend the Tender Presentation and Negotiation, make the presentation and be available to clarify any questions. The announced negotiation dates can be found in the table below. The details of a specific negotiation date will be communicated to the bidders in the form of a separate invitation.

3.4 Second evaluation

Following the presentation and, if applicable, negotiation meeting, the Employer will complete its initial evaluation on the basis of the announced award criteria.

Either the Employer will make its award decision on this basis and prepare and send the preliminary information letters to the unsuccessful bidders or the Employer will continue negotiations and/or again

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invite the submission of pre-final binding offers and subsequently the submission of a confirmation of the pre-final binding offer/final binding offer.

3.5 Final bidding and offer rounds

Bidders must take into account that the Employer currently is a 100% Uniper subsidiary but that Uniper envisages to transfer stakes in the Employer to one or several partner(s) in order to further develop the HITW Project. This partnering process might result in a minority stake of Uniper in the Employer. Therefore, this tendering process has to be linked with the partnering process.

Accordingly, if Uniper continues the partnering process, the Bidders shall be invited to submit pre-final binding offers before the signing of the transaction documents in the partnering process. The pre-final offer shall be under the sole condition that the Bidders are willing to accept Uniper co-shareholders in the Employer after the closing of the transaction documents in the partnering process. It is envisaged that Uniper shall inform the Bidders of the envisaged shareholder composition of the Employer after the signing of the transaction documents in the partnering process. After such information the Bidders are asked to place their final binding offers in which they shall confirm their pre-final conditional binding offers. In the final binding offer the Bidding shall not be allowed to deviate from the pre-final binding offers, they can either confirm the pre-final binding offer or withdraw from it.

If Uniper stopped the partnering process and decided – in its sole discretion – to continue this tender process, Uniper would directly invite for the submission of final binding offers.

The Employer has the possibility to use findings from the presentation and negotiation meetings to revise the tender documents and/or, if applicable, the contract and to invite the bidders to submit a final binding offer on the basis of these revised tender documents.

Hint:

Within the framework of the pre-final and final offers, any amendment to the tender documents by the bidders is not permitted and will lead to the exclusion of the respective bidder. This prohibition on amendments applies to all tender documents, in particular also to the contract and the specification including annexes.

The Employer reserves the right to continue the negotiations - if necessary - after reviewing and evaluating the pre-final and final binding offers and, if necessary, to request a final submission of an offer ready for award.

Subsequently, the Employer will examine the pre-final and final binding offers received in due time and evaluate them on the basis of the announced award criteria. The most economical offer will be selected on the basis of the evaluation result.

3.6 Form of the offers

The offers must be complete and legally binding. We request that you observe the documents and information to be submitted with the tender in accordance with chapter 3.10.

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It is expressly pointed out that incomplete tenders may have to be excluded due to the strict formalities of this award procedure. The Employer reserves the right to request any missing documents, insofar as this is legally permissible according to applicable public procurement regulations.

All parts of the tenders must be drawn up in English. Other languages may not be used. Any loss of time shall be borne by the bidder.

The forms and documents sent by the Employer shall in all phases of this procurement procedure be used for the preparation of the tender. If supplements appear necessary for a better evaluation of the tender, they may be attached to the tender by the bidder as a special annex. The annex must clearly refer to the forms and documents provided for the preparation of the tender.

With the digital submission of the bidding documents in accordance with the requirements of the announcement, the bid, including the signed bid declaration and the documents covered by the declaration (e.g. contract) is submitted formally and bindingly. The name and surname of the person making the bid declaration must be stated in the bid declaration.

3.7 Contents of the technical part of the offer

The requirements for the technical offer are laid out in “HITW-UNI-CE-ACC070-0002-Terminal-FEED Scope of Work” and referenced documents.

The tender shall fully and comprehensively cover all services specified in the technical tender docu- ments. Any deviations from the scope of services as set out in the procurement documents must be clearly, explicitly and transparently identified in the tender documentation, and the reasons for such deviations shall be duly justified.

The tender shall include all documents and information required pursuant to the award criteria.

If CVs are required for the proposed experts, these must be submitted in the standard EU format (e.g. Europass format) and in the language of the procedure.

The bidder ensures that the experts proposed by them are available to carry out the contract.

3.8 Financial part of the offer

The financial bid must be in euros net value and structured in accordance with the price sheet.

To the extent provided for in the Price Schedule, the Contract Price shall be broken down into the individual items. The prices allocated to each item/section shall be binding partial lump sums and shall remain fixed for the performance of the Works, irrespective of the actual quantities or costs incurred.

3.8.1 Calculation of the offer

The fixed lump sum prices and hourly rates shall be included in the price sheet using the price sheet template “HITW-UNI-PC-ACA110-0001-Price sheet template FEED ITT”.

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Bidder is requested to provide a list of services being included in the offered fixed lump sum price and to provide a cost breakdown on this basis. This does not release the bidder from providing all services owed according to the list of services at a fixed lump sum price, even if these are not explicitly listed in the breakdown.

Furthermore, the bidder is requested to complete the attached price sheet in terms of the following content:

• Fixed lump sum price incl. all expenses for the requested scope of work. • Indication of hourly rates (net in €) incl. all expenses for tendering of additional services for each engineering discipline and for each qualification level as per definition of skill/ qualification level.

Study Manager:

10 years of experience. Study lead for the tendered task, vast and relevant experience in the industry and a wide knowledge background, several years of comprehensive industry expertise, several years of managerial expertise.

Principal Engineer / Engineering Manager:

8 years of experience. Lead engineers for engineering disciplines like process, electrical, control & instrumentation; several years of comprehensive industry expertise.

Discipline leads:

5 years of experience. Lead engineers with solid industry experience and managerial skills for engineering disci- plines like process, electrical, control & instrumentation.

Senior Expert / Specialist:

8 years of experience. Specialized and well experienced engineer with specific experience and knowledge in spe- cific relevant area or topic of the scope, e.g. storage tank expert, firefighting concept, key process technology, "ammonia expert", rail tank car loading.

Senior Engineer / Project Engineer:

5 years of experience. Well-developed methodical and functional competence, comprehensive industry expertise in the field of engineering.

Engineer: 3 to 10 years of experience.

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Solid methodical and functional competence, sound industry expertise in the field of engi- neering.

Junior Engineer: 1 to 3 years of experience. Certain industry expertise in the field of engineering.

Cost Estimate Lead:

5 years of experience.

Lead Scheduler:

3 years of experience.

Presentations

The Employer reserves the right to require bidders to give a presentation outlining the offer and the proposed personnel. This presentation must include information showing that the Study Execution Concept and proposed Terminal-FEED Study Team and all experts provide sufficient guarantee of the successful implementation of the contract for which the invitation to tender has been issued.

3.9 Changes to tenders; variant tenders

Corrections of, or changes to tenders must be submitted in the same form as the original tender. They must be unequivocal.

Variant tenders are not permitted. Any variant tenders submitted shall be excluded, but do not lead to the main tender being excluded.

3.10 List of documents and information to be submitted at the tender submission stage

After passing the call for participation phase 1 of the tendering process, applicants will be asked to submit their offers.

In their offers, Applicants shall demonstrate that they have a clear understanding of the requested Scope of Work and are committed to deliver the Terminal-FEED Study.

Bidders must submit the following information, documents and self-declarations in the second phase as part of their initial binding offer:

• Bid Declaration signed • Completed Price Sheet (using template “HITW-UNI-PC-ACA110-0001-Price sheet template FEED ITT”) (also refer to chapter 3.8.1): Changes only allowed in columns “price” and “com- ments bidder”. The price sheet must be filled according to the qualifications proposed by the Employer. • The provided Contract including Feedback according to Section 6 (Contract):

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o Together with the offer bidders have to submit the contract together with annexes, if necessary, with proposed amendments, isolated proposals for amendments, insofar as they are of particular importance for technical or economic reasons, must be listed and justified in a separate document. However, any proposed changes shall be lim- ited to the essentials. • draft FEED Project Execution Plan: o The bidder will prepare a FEED Project Execution Plan as per section 10.2.1 of the Terminal FEED Scope of Work to describe its methodology and approach to deliver the Terminal-FEED Study. The FEED Project Execution Plan shall specifically in- clude, but not be limited to: • the set-up of the designated team and the qualification of the team members (organigram and CVs of key personnel) • the Terminal-FEED Study Schedule as described in the Scope of Work in a meaningful breakdown (at least main activities such as the respective trades and key documents and milestones to be delivered must be presented) • a description of the interface between Terminal-FEED and Cracker-FEED and a methodology to outline how the bidder plans to address and manage it. • how sustainability will be considered and worked into the project’s design dur- ing the FEED • draft Terminal-FEED Study Schedule incl., but not limited to the following: ▪ possible starting date ▪ Specific dates for delivery and performance, taking into account the contractual penalties for delay laid down in the Contract in 4.4.7 and the milestones set out in the Contract in Annex 9. ▪ The deliveries and services to be provided by the Employer or by third parties, insofar as they are connected to the Contractor's deliveries and services by interfaces • Subcontractor activities, displaying time slot and duration

• Terminal-FEED Study Team organigram • CVs of designated key Terminal-FEED Study Team (Applicant/JV parties/Contractors – as applicable) • List of required information by Contractor (with date when required)

The Employer expressly reserves the right to request missing, incomplete or incorrect documents within a reasonable period of time, insofar as this is permissible under public procurement law.

Note: Tenders, which do not contain completely the required or subsequent required documents, self-declarations and/or other information could lead to mandatory exclusion from the further procedure.

3.11 Binding period of the offer

The binding period of the initial binding offer runs until 22.04.2027.

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3.12 Secondary offers, several main offers

Secondary offers and several main offers are not admissible. However, we would like to clarify that the Employer naturally remains free to invite bidders, following the negotiations, to submit revised and/or final offers.

3.13 Examination and compliance of the offer documents

In particular, the following offers could be excluded from the further procedure:

• Offers not received in due form and time, unless the bidder is not responsible for this
• Offers that do not contain the required or subsequently submitted documents;
• tenders in which changes or additions have been made to the tender documents unless this was explicitly requested or allowed by the Employer.
• Tenders that do not contain the required price information, unless the individual positions are insignificant and their individual prices do not change the total price or do not affect the order of the tenders or the competition, or
• non-admissible secondary tenders

4 Award Criteria and evaluation – Phase 2

The offers are evaluated based on the following criteria and their weighting outlined below. The total maximum achievable points will be 1000. The award criteria are broken down into the fol- lowing three main categories:

4.1 Award criteria Terminal-FEED Study Price

Award criteria “Terminal-FEED Study Price”: Weighting 36% Maximum achievable points for criterion “Terminal-FEED Study Price”: 360 points

The evaluation criterion "Terminal-FEED Study Price" has a weighting of 36% in relation to the other award criteria.

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The lowest offer (fixed price for the FEED study) will build the reference for the other offers.

The lowest offer will receive full points. Any other offer will receive a rated portion of the full points based on the following formula:

(𝑙𝑜𝑤𝑒𝑠𝑡 𝑜𝑓𝑓𝑒𝑟 𝑝𝑟𝑖𝑐𝑒)

𝑤𝑒𝑖𝑔ℎ𝑡𝑒𝑑 𝑝𝑜𝑖𝑛𝑡𝑠 𝑓𝑜𝑟 𝑜𝑓𝑓𝑒𝑟 = 360 ∗

𝑜𝑓𝑓𝑒𝑟 𝑝𝑟𝑖𝑐𝑒

4.2 Award criteria Study Execution Concept

Award criteria study execution concept: Weighting 30%

Maximum achievable points for criterion " study execution concept" 300 points

This criterion has an overall weighting of 30% in relation to the other award criteria. The criteria "Study Execution Concept" is divided into the sub-criterion "Study Execution Plan", which is weighted at 60% within the main criterion, and into the sub-criterion " Cracker-FEED Interface”, which is weighted at 40%. The bidder must provide a written statement with his bid for evaluation, which explains the execution concept and the organizational implementation of the services included in the offer.

4.2.1 Sub-criterion Study Execution Plan

Sub-Weighting factor: 60% i.e. maximum achievable: 180 points

Identification of the main challenges and project/study assessment as well as efficient and effective organization and communication among the participants. In its concept, the bidder must in particular describe the main challenges and requirements of the task, how the bidder will approach the study and what technical and structural measures/steps the bidder intends to take for the provision of ser- vices in order to fulfil the task. The bidder shall explain how the bidder will organize himself efficiently to deliver the Terminal-FEED Study, which measures of his project organization he will use and how he will ensure communication among all parties involved. The bidder will prepare a draft FEED Project Execution Plan to describe its methodology and approach to deliver the Terminal-FEED Study. The draft FEED Project Execution Plan shall specifically include, but not be limited to: • the set-up of the designated team and the qualification of the team members (organi- gram and CVs of key personnel) (to be included or referred to in the FEED Project Execution Plan. However, the TEAM will be evaluated as a separate criterion (ref. 4.3)).

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• the draft Terminal-FEED Study Schedule in a meaningful breakdown (at least main activities such as the respective trades and key documents and milestones to be de- livered must be presented) • how sustainability will be considered and worked into the project’s design during the FEED Emphasis during the evaluation will be given to the planned structuring of the study work and the schedule respectively. The schedule will be assessed in relation to realistic estimation of milestones and durations to ensure project realization in a timely manner. For this sub-criterion, the rating shall be distributed according to the following provisions:

Rating Definition Score

Excellent – Well-structured information, with far above-average detail, 4 180 indicating particularly strong approach and performance; overall very good.

Good - 3 Structured and comprehensible information indicating good 135 approach and performance; overall good

Adequate - Average information, which may contain individual gaps 2 90 and/or inconsistencies and suggests an average approach and performance; overall satisfactory

Deficient - Information contains gaps and/or inconsistencies, or indi- 1 cates weaknesses in performance, or is clearly worse than 45 other tenders; indicating overall deficient or insufficient ap- proach and performance.

Poor - Information contains significant gaps and/or inconsistencies, 0 or indicates significant weaknesses in performance, or is 0 significantly worse than other tenders; indicating overall poor approach and performance.

4.2.2 Sub-criterion Cracker-FEED interface

Sub-Weighting factor: 40% i.e. maximum achievable: 120 points

Special attention shall be given to the Cracker-FEED interface. The bidder shall specifically ad- dress the interface between Terminal-FEED Scope and the Cracker-FEED Scope.

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This can be included as a separate section in the FEED Project Execution Plan. However, Bid- der’s Cracker-FEED interface “approach” will be evaluated separately as defined in this sec- tion.

The bidder shall:

• clearly describe its understanding of the interface between the Terminal-FEED scope and the Cracker-FEED scope;
• identify all relevant technical, organisational and scheduling interfaces and dependencies;
• outline the proposed methodology for managing and coordinating this interface, including processes, responsibilities, communication structures and risk mitigation measures.

The assessment will be based on:

• the completeness and clarity of the bidder’s understanding of the interface;
• the level of detail and plausibility of the proposed interface management approach;
• the extent to which risks, dependencies and coordination requirements are identified and appropriately addressed;
• the suitability and robustness of the proposed processes to ensure a seamless integration between Terminal-FEED and Cracker-FEED.

For this sub-criterion, the rating shall be distributed according to the following provisions:

Rating Definition Score

Excellent – Well-structured information, with far above-average detail, 4 120 indicating particularly strong approach and performance; overall very good.

Good - 3 Structured and comprehensible information indicating good 90 approach and performance; overall good

Adequate - Average information, which may contain individual gaps 2 60 and/or inconsistencies and suggests an average approach and performance; overall satisfactory

Deficient - 1 Information contains gaps and/or inconsistencies, or indi- 30 cates weaknesses in performance, or is clearly worse than

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other tenders; indicating overall deficient or insufficient ap- proach and performance.

Poor - Information contains significant gaps and/or inconsisten- 0 cies, or indicates significant weaknesses in performance, or 0 is significantly worse than other tenders; indicating overall poor approach and performance.

4.3 Award criteria Terminal-FEED Study Team

Award criteria Terminal-FEED Study Team: Weighting 34%

Maximum achievable points for criterion "Terminal-FEED Study Team": 340 points

The bidder shall provide the following documents and information:

• A clear description of the proposed project organisation, including all key roles (in particu- lar: Study Manager, Discipline Leads, Engineering Manager, Project Engineer, Cost Esti- mate Lead, Lead Scheduler and other key personnel).
• Identification (by name) of the individuals who will perform these roles in the event of con- tract award.
• Curriculum vitae (CVs) for all key personnel, outlining their qualifications and professional background.
• A description of the relevant professional experience of each key person, specifically demonstrating experience comparable to the scope and requirements of the study.
• A clear explanation of the role, function and specific responsibilities of each individual within the project team.

For evaluation purposes, the Employer will assess in particular:

• the suitability and coherence of the proposed project organisation,
• the qualifications of the nominated personnel, and
• the extent and relevance of their professional experience in relation to the subject matter of the study.

For this sub-criterion, the rating shall be distributed according to the following provisions:

Rating Definition Score

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Excellent – 4 Conclusive and in detail; realistic; very good fit; very well 340 qualified and structured team

Good - 3 255 Conclusive; good fit; well-qualified and structured team

Adequate - 2 Sufficiently presented; average fit; sufficiently qualified and 170 structured team

Deficient - Partially conclusive / partially shown; moderate fit; concerns 1 85 about qualification and / or organizational set-up to fulfil the task

Critical - 0 Insufficient; serious concerns about qualification and / or or- 0 ganizational set-up to fulfil the task

5 Information on Uniper’s parallel partnering process for the Employer

Bidders must take into account that the Employer currently is a 100% Uniper subsidiary but that Uniper envisages to transfer stakes in the Employer to one or several partner(s) in order to further develop the HITW Project. This partnering process might result in a minority stake of Uniper in the Employer. Therefore, this tendering process has to be linked with the partnering process as described in Section 3.5. After the closing of the transactions documents in the partnering process the contract shall be awarded in accordance with the process set out in Section 11.

If the partnering process fails, it shall be in the full sole discretion of the Employer either to award the tender as a 100% subsidiary of Uniper or not to award at all and to cancel the award procedure or to temporarily suspend the award procedure.

6 Contract

Offers shall be based on the contract draft attached to the tender documents, which forms an integral part of the offer.

In the context of this negotiated procedure, bidders may, by way of exception, submit limited and specific proposals for amendments to the contract solely in connection with the submission of their initial offer, to the extent such amendments are of particular technical or economic relevance. Any such proposals must be clearly identified and fully substantiated in a separate document. Proposed amendments shall be strictly limited to what is necessary and proportionate.

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The Employer shall, at its sole discretion, be entitled, within the framework of the negotiations, to accept or reject any proposed amendments, to negotiate their content, or to introduce alternative pro- visions and amend the contract accordingly.

Upon completion of the negotiation phase and prior to inviting for pre-final offers as well as prior to inviting for final offers, the Employer shall issue a final version of the contract. This final version shall be binding and shall form the sole basis of the final offers with regard to contractual aspects.

In accordance with the requirements to ensure equal treatment and the comparability of offers, bidders shall not be permitted to amend the finalized contract (including its annexes) when submitting their pre-final and final offers. Any such amendments shall be inadmissible and may lead to the exclusion of the bidder.

The Employer reserves the right to amend the concluded contract by exercising an option pursuant to Section 132 (2) no. 1 of the German Act Against Restraints on Competition (GWB) or to award a follow-on contract in accordance with the approach set out in Section 14 (4) no. 9 of the German Ordinance on the Award of Public Contracts (VgV).

Furthermore, amendments to the concluded contract without conducting a new public procurement procedure are permissible in the cases set out in Section 132 (2) and (3) GWB.

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7 Procedure Dates

The Employer plans the following procedure dates for the tender phase:

Note: table shall be revised if Employer decides to continue the tendering process without the

participation of partners or if the signing and/or closing dates for the transaction documents are shifted. Accordingly, Bidders should be prepared that the final binding offers could be due in April 2027 and the Award of contract would take place in May 2027, already.

The Employer reserves the right to change the above mentioned procedure dates in the course of the award procedure.

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8 Ambiguities in the tender documents and other documents

If, in the applicant's opinion, the tender documents or other documents contain ambiguities that may influence the submission of a request to participate, the applicant must draw attention to this immediately.

The applicant must immediately draw attention to any contradictions in the tender documents and other documents and to any incompleteness.

The applicant must provide the aforementioned information via the award platform used by Deutsche eVergabe at:

http://www.deutsche-evergabe.de/dashboards/dashboard_off/9e8f0f30-c793-4db1-8b13- d80139d45908

to the principal.

9 Questions about the procedure for the award of contract and the award documents

Any commercial, technical or procedural questions shall be raised promptly by the bidders, and no later than the deadline specified in the procedure. Questions can only be submitted electronically via the Tender Platform.

Please use this link:

http://www.deutsche-evergabe.de/dashboards/dashboard_off/9e8f0f30-c793-4db1-8b13- d80139d45908

During ongoing tender procedures, bidders may not enter into contact with people involved in the procedure, apart from the named Person of contact from Procurement. Insofar as they are of general interest, questions and answers will be made available in anonymous form to all bidders on the Tender Platform for the award of contracts. Questions and answers that are relevant to only one bidder will be discussed with them alone.

Note: Only if you are registered with Deutsche E-Vergabeplattform for the award of contracts, and after you have logged in and clicked on the link ‘Join now’, will you be sent emails automatically with new information relevant to the procedure. We strongly recommend that you register. This does not imply an obligation to participate in the award procedure.

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10 Bidder information pursuant to Section 134 GWB

The bidders whose tender are not to be considered will receive an information letter pursuant to Section 134 GWB.

11 Award of Contract:

The Employer will only award the contract after the statutory standstill period required under Section 134 of the German Act against Restraints of Competition (GWB) has expired. This standstill period is usually ten (10) calendar days when the notice of intended award is given electronically. A legally binding contract is formed only upon the formal award of contract and the signing of the contract by both the Employer and the successful bidder (contractor). Until the contract is awarded and signed by both parties, no bidder has any claim or entitlement to the award of the contract.

12 Reprimand obligation / Competent body for review procedures

With regard to the initiation of review proceedings, reference is made to Section 160 GWB (Gesetz gegen Wettbewerbsbeschränkungen). This reads:

(1) The Procurement Chamber shall initiate review proceedings only upon request. (2) Any enterprise having an interest in the public contract or concession and claiming a violation of its rights under section 97(6) due to non-compliance with procurement rules is entitled to file an application. It must be shown that the enterprise has suffered or is in danger of suffering damage as a result of the alleged violation of the procurement rules. (3) The legal application is inadmissible insofar as

1. the applicant has recognized the alleged infringement of procurement rules before submitting the application for review and has not notified the Employer within a period of ten calendar days;

2. infringements of procurement rules which are apparent from the notice are not notified to the Employer no later than the expiry of the time limit for application or submission of tenders stated in the notice,

3. infringements of procurement rules which are only apparent in the tender documents are not notified to the Employer at the latest by the expiry of the time limit for submitting applications or tenders,

4. more than 15 calendar days have elapsed after receipt of the Employer's notification that it does not wish to remedy a complaint.

With regard to the information of unsuccessful bidders and candidates, Sections 134 and 135 of the ARC apply. In particular: Bidders whose offers are not to be considered for the award of the contract shall be informed of this prior to the award pursuant to Section 134 GWB. This also applies to applicants who have not been provided with information on the rejection of their application before the notification of the award decision has been issued to the bidders concerned.

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A contract may not be concluded until 15 calendar days after the Principal has sent this information; in the case of transmission by fax or electronic means, this period shall be 10 calendar days.

The following Public Procurement Tribunal shall be competent for the Employer:

Public Procurement Chamber of the Federal Republic of Germany Postal address: Villemomblerstraße 76 Place: Bonn Postcode: 53113 Country: Germany E-mail: vk@bundeskartellamt.bund.de Phone: +49 0228 94990 Fax: +49 228 9499-400

With kind regards

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