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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.

Dirección de Promoción de Inversiones

“Decenio de las Personas con Discapacidad en el Perú”“Año de la Diversificación Productiva y del Fortalecimiento de la Educación”

CONTENT

1. PURPOSE AND BIDDING CHARACTERISTICS.......................................................71.1. Call......................................................................................................................71.2. Purpose of Bidding ….………………..…………………………………………….. 71.3 Characteristics of Concession and Obligations of the Concessionaire

Corporation.....................................................................................................101.4. Definitions.........................................................................................................111.5. Legal Framework of Bidding.............................................................................211.6. Powers of Proinversión Committee..................................................................261.7. Concession Contract.........................................................................................271.8. Bid Schedule.....................................................................................................271.9. Interpretation and referents..............................................................................27

2. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVE....................................282.1. Authorized Agents.............................................................................................28

2.1.1. Participation Fee......................................................................................282.1.2. Assignment of Participation Fee..............................................................292.1.3. Appointment of Authorized Agents..........................................................302.1.4. Appointment Letter...................................................................................302.1.5. Powers Granted.......................................................................................302.1.6. Information of Authorized Agents.............................................................312.1.7. Notifications.............................................................................................312.1.8. Replacement of Authorized Agents.........................................................31

2.2. Legal Representative........................................................................................322.2.1. Appointment and Powers.........................................................................322.2.2. Submission of Power...............................................................................332.2.3. Place of Granting of Power......................................................................332.2.4. Registrations in the Registry Office..........................................................34

3. INQUIRIES AND INFORMATION.............................................................................343.1. Inquiries about the Bid Terms and Suggestions to the Draft Contract..............34

3.1.1. Term to make inquiries and suggestions.................................................343.1.2. Formality of inquiries................................................................................343.1.3. Formalities of replies to inquiries to the Bid Terms..................................353.1.4Circulars...…………………………………………………………….………..35

3.2. Access to Information – Data Room.................................................................353.2.1. Access to Data Room..............................................................................353.2.2. Non-Disclosure Agreement......................................................................36

3.3. Request of Interviews.......................................................................................363.4. Limitations of Liability........................................................................................37

3.4.1. Independent decision of Bidders..............................................................373.4.2. Limitation of Liability.................................................................................373.4.3. Scope of Limitation of Liability.................................................................37

4. SUBMISSION OF ENVELOPES...............................................................................384.1. Submission of envelopes by the Authorized Agent or Legal Representative...384.2. Language..........................................................................................................384.3. Original documents and copies........................................................................38

Av. Enrique Canaval Moreyra Nº 150, Piso 9, San Isidro, Lima Phone.: (511) 200-1200, Fax: (511) 421-2616Page - 2 -



4.4. Form of Submission of Envelopes N°1, N°2 and N°3.......................................394.5. Cost of Preparation and Submission................................................................404.6. Effects of submission of documents and binding nature of Bid Terms.............40

5. PRESHORTLISTING REQUIREMENTS...................................................................405.1. Technical Requirements...................................................................................415.2. Financial Requirements....................................................................................415.3. Legal Requirements..........................................................................................425.4. Simplification Mechanisms ……….……………………………………………….44

6. CONTENT OF ENVELOPE N°1................................................................................45

7. CONTENT OF ENVELOPES N°2 AND N°3..............................................................497.1. Content of Envelope N° 2.................................................................................497.2. 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 ……. 529.1. Submission of Envelope N° 1...........................................................................529.2. Progressive announcement of Pre shortlisted Bidders.....................................539.3. Modifications in the conformation of consortia..................................................539.4. Economic Proposal ………………………………………………………….....…53

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

11. CHALLENGE..........................................................................................................5411.1. Challenger procedure.....................................................................................5411.2. Challenge Guarantee......................................................................................5411.3. Not Awarded Bid.............................................................................................5511.4. Suspension and Cancellation of Bid...............................................................55

12. CONCESSIONAIRE CORPORATION....................................................................5512.1 Incorporation....................................................................................................5512.2 Requirements of Concessionaire Corporation.................................................56

13. CLOSING PROCEDURE........................................................................................5613.1. Verification of Legal Requirements.................................................................5613.2. Obligations of the State..................................................................................5713.3. Closing Date...................................................................................................5713.4. Closing Acts for each one of the blocks of Band............................................5713.5. Performance Bond of Concession Contract...................................................5913.6. Execution of Guarantee of Validity, Validity Term and Seriousness of

Proposal..........................................................................................................6013.7. Entry into force of the Concession Contract...................................................60

14. FINAL PROVISIONS...............................................................................................6014.1. Applicable Laws..............................................................................................60




14.2. Jurisdiction and competence..........................................................................61




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 consortiumForm 3: Shareholding percentage Form 4: Not having restrictions to hire Form 5: Waiver to claim by diplomatic channel or any other channelForm 6: Legal and technical advisors do not provided services to ProInversión

or to the Proinversión CommitteeForm 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

ANNEX N° 5




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

ANNEX Nº 12




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

SPECIFIC AND ADDITIONAL OBLIGATIONS




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.




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.

1 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.




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.




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.




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

The following expressions shall have the following meanings:




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.




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

Block Range of Frequencies (MHz)Outward Return

A 703-718 758-773B 718-733 773-788C 733-748 788-803

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.

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.

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 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.

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 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.

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.

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 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 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.

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



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A 703-718 758-773B 718-733 773-788C 733-748 788-803



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 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.

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.

Other applicable laws and provisions.

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.

1.8. Bid Schedule

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,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, andv. 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;

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




(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 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.




2.1.5. Powers Granted

The Authorized Agents, duly appointed, may act indistinctly, one and the other and not, necessarily jointly. They are empowered by the Bidder to:

i. Represent him before ProInversión, ProInversión Committee and the advisors on all issues that are not of exclusive competence of the Legal Representative according to Section 2.2.1;

ii. Reply, on behalf of the Bidder and with binding effect for its grantor, all the questions that Proinversión Committee may formulate;

iii. Receive circulars and any Communications related to this bid;iv. Access the use of Data Room; andv. Subscribe, with binding effect for the Bidder, the Non-Disclosure

Agreement referred in Section 3.2.2.vi. Deliver envelopes N° 1, N° 2 and N° 3 to Proinversión Committee,

without prejudice that this task can be also made by the Legal Representatives of the Bidder.

2.1.6. Information of Authorized Agents

The information that should be provided with relation to each one of the Authorized Agents is the following:

i. Full names and surnames ii. Identification document (Voter Registration Card or Passport)iii. Common domicile in the city of Lima or Callao iv. Telephone numbers, fax and e-mail, if any, fax number

2.1.7. Notices

All notices, including circulars addressed to the Bidder or Preshortlisted Bidder may be made to any Authorized Agents via fax or email, with complete transmission confirmation issued by the recipient of the respective communication through another fax or email, in which case the notice shall be deemed received on the date that the sender transmission is completed. It may also be made by letter delivered by courier, with delivery receipt, or through a notary, in which case the notice shall be deemed received on the date of delivery.

It means well-made and effective any notification by letter delivered by courier in the shared home, or through facsimile number or via email, designated by the Authorized Agents referred to in Section 2.1.6 a.

2.1.8. Replacement of Authorized Agents

The Bidder, upon notice to Proinversión Committee and meeting the requirements indicated in Section 2.1.4, may replace any Authorized




Agents at any time, or change the address, telephone numbers, e-mail or facsimile marked for Authorized Agents and should take into account that both the new common address, like phone numbers, fax and e-mail address must be set within the city of Lima or Callao. The appointment of Authorized Agents or change their address, telephone, emails or fax, as appropriate, shall take effect from the date on which the respective communication issued by the Bidder is received by the ProInversión Committee.

2.2. Legal Representative

2.2.1. Appointment and Powers

The Bidder, through its General Manager, attorney or any officer with full powers for that purpose or its appropriate governing body, may appoint, by power, up to two (02) common Legal Representatives to represent him, jointly or individually as provided in this section.

In case of consortia, along with the names of the legal representatives of each one conforming the consortium, they will nominate one or two legal representatives of the Consortium (which may be one of them) with the same powers and duties of the Legal Representatives. In this context, the Legal Representative of the Consortium will be the person who shall subscribe the documents requested in these Bid Terms and will deliver the envelopes to the Committee.

The documents submitted in envelopes N° 1, N° 2 and N° 3 and, in general, all documents that a Bidder submits in relation to the bid, must be signed by the Legal Representative of the Bidder who submits said documents and who is duly empowered to that effect, according to the provisions of this section.

The address, fax number, phone number and email address of the Legal Representatives, as well as their replacement, are subject to the provisions of Sections 2.1.4., 2.1.8 and 2.2.1. as applicable and shall be communicated by letter to the address indicated in Section 3.1.2 of the Bid Terms signed by its General Manager, attorney or any official with sufficient powers and duly accredited for the purpose.

If the Bidder is a natural person, he will decide to appoint or not the Legal Representative, according to the preceding paragraphs. If he does not appoint him, shall mean that the Bidder is the Legal Representative and shall submit a letter enclosing a copy of his Voter Registration Card number or Passport indicating the data specified in paragraph 2.1.6. of this section.

The powers granted to each of the Legal Representatives should be large enough for them to sign, individually or jointly, as appropriate, on behalf of the Bidder all documents required by the Bid Terms, including, specifically, the power to initiate challenge procedures set out in the Bid




Terms, sign letters of presentation of the Technical Proposal and Economic Proposal and all documents submitted in Envelopes No. 1, No. 2 and No. 3 and sign the concession contract.

2.2.2. Submission of Power

The power by which appoints the Legal Representatives shall contain the corresponding representation powers, including those that are indicated in Section 2.2.1, and will be presented together with the documents contained in Envelope No. 1.

The appointment of a new Legal Representative, or the replacement of those initially appointed, only enter into force after ProInversión Committee submits in writing to the Bidder, Preshortlisted Bidder or Shortlisted Bidder his conformity with the submitted request.

2.2.3. Place of Granting of Power

The powers granted in Peru shall be recorded by public deed or in notarized certified copy of the minutes of the relevant corporate body for which are granted.

The power granted by a person outside of Peru appointing a Legal Representative should be:

(i) Duly given or legalized before the competent Consulate of Peru, enclosing an uncertified translation into Spanish, if it has been issued in a different language.

(ii) Endorsed at the Ministry of Foreign Affairs of Peru.(iii) If the Bidder comes from a contracting member country (signatory)

of the "Abolishing the Requirement of Legalization for Foreign Public Documents Convention", adopted on October 5, 1961 in the city of The Hague, Kingdom of the Netherlands, approved by Legislative Resolution No. 29445 and ratified by Supreme Decree No. 086-2009-RE, the power granted outside Peru appointing a legal representative will not require extension or legalization referred in points (i) and (ii) above, and will suffice to comply only with the conditions set out in the said agreement, as long as the country concerned has not maintained the accession of Peru. He must also attach an uncertified translation into Spanish of that power.

2.2.4. Registrations in the Registry Office

Under no circumstances shall be required that, at the time of submission, the powers of the Legal Representative are registered in the Public




Registry. However, they must be registered in the corresponding Registry Office before the closing date if he is the awardee.

3. INQUIRIES AND INFORMATION

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

3.1.1. Term to make inquiries and suggestions

From the dates given in the schedule of the bid referred to in Section 1.8 to and until the dates specified in it, the Bidders, through their Authorized Agents or their Legal Representatives, may make inquiries about the Bid Terms and make suggestions to the draft concession contract.

3.1.2. Formality of inquiries

The inquiries to the Bid Terms and suggestions to the draft concession contract will be formulated in writing and in Spanish language, and should be addressed to:

Jesús Guillén MarroquínChief of Telecommunications Project.Av. Enrique Canaval Moreyra Nº 150, Piso 8, San Isidro - Lima, Perú.Telephone: (51) (1) 200-1200 Extension 1259 – 1357 – 1260.Fax: (51) (1) 200 1260Email: [email protected]

The inquiries to the Bid Terms and suggestions on the draft concession contract shall be in writing in Spanish and will be delivered in a sealed envelope in the reception desk of ProInversión, accompanied by a digital storage medium (CD, USB, or other) containing the same written information in MS Word version.

The submission of the inquiries and suggestions to the Bid Terms and the draft concession contract takes effect, as appropriate, from a certain date in which the respective communication issued by the Bidder, is submitted by the reception desk of ProInversión, on the date and time it was received by the Committee of ProInversión.

Each of the inquiries and suggestions made to the Bid Terms shall be made completing Form 3 of Annex 3 of the Bid Terms and suggestions on the draft concession contract, shall be made by completing Form 4 of Annex 3.

3.1.3. Formalities of replies to inquiries to the Bid Terms




3.1.3.1. The replies of the Proinversión Committee to the inquiries formulated in relation to the Bid Terms will be communicated through circulars through email, physical mean or both, addressed to the Bidders or Preshortlisted Bidders, as appropriate, without indicating the name of the Bidder who made the inquiry.

3.1.3.2. Proinversión Committee shall absolve only inquiries related to the content of the Bid Terms and is not required to address comments, judgments, notes, opinions or comments that are not directly linked to the Bid Terms or bid.

3.1.3.3. With regard to the suggestions to the draft concession contract, these shall be subject to assessment, being exclusive power of the Proinversión Committee to reject them, accept them or adapt them in the draft concession contract, without the need to support them before the Bidder.

3.1.4. Circulars

3.1.4.1. If the Committee at any time, considers it necessary to clarify, modify, specify or complement the Bid Terms, shall issue a circular to that effect. This circular shall be addressed to the Authorized Agents or Legal Representative and sent by letter delivered by courier to the common address, or via fax number or email address indicated by the Bidder in accordance with Section 2.1.6. All Circulars issued will be published on the website of Proinversión www.proinversion.gob.pe and available for review in the Data Room.

3.1.4.2. After the Preshortlisting of Bidders, the circulars will only be notified to the Preshortlisted Bidders, and after the submission of envelopes Nº 2 and Nº 3, only to the Bidders who submitted said envelopes.

3.1.4.3. Circulars issued by the Committee shall be part of these Bid Terms and consequently, shall be legally binding for all Bidders, Preshortlisted Bidders and Shortlisted Bidders.

3.2. Access to information – Data Room

3.2.1. Access to Data Room

3.2.1.1. The Bidders who have paid the participation fee and delivered the Non-Disclosure Agreement duly subscribed by their Legal Representative shall have access to the information related to the bid, which will be available for its consultation in the Data Room. Said room is located in the following address: Av. Enrique Canaval Moreyra Nº 150, Piso 7, San Isidro, Lima 27, Lima, Peru.




3.2.1.2. The access to the Data Room must be coordinated with the Proinversión Committee according to the rules established for its operation, contained in the "Guide of Users of Data Room ", Annex N° 8 of these Bid Terms.

3.2.1.3. The Bidders, through written Communications or sent by email to the Proinversión Committee by any of its Authorized Agents or by its Legal Representative, shall indicate the name of the persons who will have access to Data Room. The Proinversión Committee shall timely coordinate the effective organization of visits to Data Room.

3.2.1.4. The Bidders shall access the Data Room until one day before the date of submission of envelope N° 1 indicated in the schedule of the bid.

3.2.1.5. The information contained in the Data Room is subject to the provisions of Sections 3.4.2 and 3.4.3 of the Bid Terms.

3.2.2. Non Disclosure Agreement

The Bidders must sign the Non-Disclosure Agreement that is included in Annex N° 1, to have access to the Data Room.

3.3. Request of Interviews

All Bidders, through the Authorized Agents and/or Legal Representatives, as appropriate, shall be entitled to meet with the Project Manager in the telecommunications issues and its team, as well as with the members of the ProInversión Committee until the day before the last day indicated in envelope 1 and, in the case of Preshortlisted Bidders may do so until the day preceding the date of submission of envelopes No. 2 and No. 3.

Requests for interviews or meetings will take place via e-mail indicated in Section 3.1.2. The Project Manager in Telecommunications issues shall communicate the date and time of the same, to the email of the Authorized Agents or Legal Representatives who sent the applications.

If the interviews requested correspond to technical issues, the Committee or the Project Manager in Telecommunications issues may request the presence of MTC staff at those meetings.

Before the completion of the interviews, the officers, directors, managers, technicians, Authorized Agents and Legal Representatives and others present who had participated in them, shall sign a minutes confirming their attendance and the most important topics covered in them. The minutes shall be drawn up by officials of the team of telecommunications of ProInversión according to the format contained in Annex No. 15 of the Bid Terms.




3.4. Limitations of Liability

3.4.1. Independent Decision of Bidders

All Preshortlisted Bidders shall base their decision to submit or not their Technical Proposal and their Economic Proposal in their own sources of information and data, investigations, business models, exams, inspections, visits, interviews, analysis and conclusions under their own cost and risk.

3.4.2. Limitation of Liability

The State of the Republic of Peru or any agency thereof, ProInversión ProInversion Committee or advisors are not responsible, do not guarantee, expressly or implied, the wholeness, completeness, adequacy, reliability or accuracy of the information, verbal or written, to be supplied for the purposes of the bid. Consequently, no person involved in the bidding may assign responsibility to any of the aforementioned parties or their representatives, agents or employees for the use that may be made of such information or for any inaccuracies, failure, defect, failure to update or any other cause not expressly contemplated herein.

3.4.3. Scope of Limitation of Liability

The limitation set forth in the preceding Section 3.4.2 reaches, as widely as possible, to all the information concerning the bid that is effectively known, the information not already known, and to the information that at some point should have been known, including possible errors or omissions contained therein, by the State or by any agency, body or official thereof, or by ProInversión, ProInversion Committee or its advisers. Likewise, this limitation of liability extends to all information, whether or not supplied or prepared directly or indirectly by any of the aforementioned parties.

The limitation of liability also extends to all information available in the Data Room, as well as that supplied through circulars or any other form of communication, the information which is acquired during visits to the facilities related to the bid and mentioned in these Bid Terms, including all its forms and annexes.

The mere submission of the preshortlisting documents shall constitute without the need of any further act, the acceptance by the Bidders of the provisions set forth in this section.

4. SUBMISSION OF ENVELOPES

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

Envelopes N° 1, N° 2 and N° 3 will be submitted personally by one of the Authorized Agents or by the Legal Representative of the Bidder. It shall not be




accepted, or received documents that are sent by mail, email, fax, delivered in the reception desk of ProInversión or any other mean.

4.2. Language

Unless otherwise expressly stated in these Bid Terms, all documents must be submitted in Spanish language or accompanied by a simple translation into Spanish. If there is any discrepancy between the texts in both languages, the text in Spanish language shall prevail.

If attached, in any of the envelopes, brochures or catalogs not required in the Bid Terms in a foreign language, ProInversión Committee may request their translation into Spanish, for better understanding.

4.3. Original documents and copies

4.3.1. Documents that integrate envelope No. 1 and envelope No. 2 shall be submitted in original and two copies, duly marked as "Original", "Copy 1" and "Copy 2" in the first page. Simple copies will not require notary or consular legalization.

In case any document to be included in the "Original" envelope is a copy it must be notarized by a Notary Public, institution or authority in the country of the Bidder with competence to certify documents or copies thereof.

If documents from a member contracting country (signatory) of the “Abolishing the Requirement of Legalization for Foreign Public Documents Convention” adopted on October 5, 1961 in the City of The Hague, Kingdom of the Netherlands, approved by Legislative Resolution No. 29445 and ratified by Supreme Decree No. 086-2009-RE, will not require legalization referred in the preceding paragraph, and will only suffice to comply with the conditions established in the said agreement, as long as the country concerned has not observed Peru accession.

4.3.2. Without prejudice of what is mentioned in the preceding paragraph, if the documents have been issued or granted abroad, the Awardees must submit on the closing date such documents duly notarized, legalized by the Consulate of Peru that is competent and must be endorsed by the Ministry of Foreign Affairs of Peru, or where appropriate, apostilled.

4.3.3. Documents that form envelope Nº 3 must be submitted only in original, without copies.

4.4. Form of Submission of Envelopes N° 1, N° 2 and N° 3

4.4.1. The envelopes must be submitted duly closed and clearly marked on their obverse, with the following indications:




Messrs:Proinversión Committee in Projects of Energy and Hydrocarbons PRO CONECTIVIDAD.

Process of Promotion of Private Investment to deliver Sole Concession for the provision of Telecommunication Public Services and Allocation of blocks A, B and C of the Band 698 -806 MHz nationwide.

Name of Bidder: …………………………………………

Date of submission: …………………………………...

4.4.2. Bidders must submit one envelope No. 1 to obtain their prequalification for the blocks of the Band. This envelope No. 1 should be provided independently of envelopes No. 2 and No. 3.

4.4.3. The schedule for the submission of envelopes No. 2 and No. 3 will be communicated promptly by the ProInversión Committee by Circular, as well as the mode for the auction of the Band.

4.4.4. All documents submitted in envelopes must be perfectly legible. The documentation included in envelopes N ° 1 and N ° 2 must be clearly foliated and signed by the Legal Representative on each page. Also, you must attach an index with a detailed list of all documents contained in envelopes No. 1 and No. 2.

4.4.5. If there is any discrepancy between a figure expressed in numbers and letters, shall prevail the amount expressed in letters.

4.5. Cost of Preparation and Submission

Bidders shall bear all costs or expenses, direct or indirect, incurred associated with the preparation and submission of envelopes No. 1, No. 2 and No. 3, as appropriate. The State or any agency, body or official thereof, or ProInversión, ProInversion Committee, or advisors shall not be liable in any way for those costs, regardless of the way the bid or its result is made.

4.6. Effects of Submission of documents and binding nature of the Bid Terms

4.6.1.The submission of documents for Preshortlisting contained in envelope No. 1 and of the documents included in envelopes No. 2 and No. 3, or any other document or communication addressed to the ProInversión Committee, implies full knowledge, acceptance and unconditional submission by the Bidder, Preshortlisted Bidder, Shortlisted Bidder, Awardee or the Concessionaire, as appropriate, to each and every one of the procedures, obligations, conditions and rules without exception, set forth in these Bid Terms and, specifically, to the provisions in Section 3.4.

4.6.2. Also implies their express, irrevocable and unconditional waiver, in the most comprehensive manner permitted by applicable laws and regulations,




to raise any action, counterclaim, exception, claim, demand, request for arbitration, request for compensation or any other nature against the State or against any department, agency or official thereof, or against ProInversión, ProInversion Committee or advisors for any condition, obligation, rule or procedure under these Bid Terms.

4.6.3.In case of violation of this section, the ProInversión Committee or the Grantor, as appropriate, for that fact they are entitled to disqualify or revoke the rights granted to the Bidder, PreShortlisted Bidder, Shortlisted Bidder, Awardee or Concessionaire. For such people the Bid Terms are legally binding.

5. PRESHORTLISTING REQUIREMENTS

The persons or consortia may participate in the bidding, who have provided the payment of the participation fee.

One Person, directly or indirectly, individually or through a consortium, can not participate, through another legal person, in more than one proposal. If the consortium is not the winner, it can not then join another consortium or company that it constitutes for the signing of the concession contract.

Also, people or consortia and its related companies must, subject to the established legal restrictions or set by the sub telecommunications sector.

The Bidders may use the experience and technical and economic conditions that their parent companies or related companies have to preshortlist.

The requirements that should comply a Bidder to be declared Preshortlisted Bidder are of technical, financial and legal nature and are detailed as follows:

5.1. Technical Requirements

The Bidder or Operator in case of consortium must have concurrently at least the following:

5.1.1 Five (05) years of experience as operator of telecommunications public services in Peru or abroad, and

5.1.2 One (01) degree or concession for the provision of telecommunication mobile public services granted in Peru or abroad and,

5.1.3 Seven hundred and fifty five thousand (755,000) subscribers or users of telecommunication mobile public services (post payment and prepayment) as of December 2014 in Peru or abroad.

To prove the preshortlisting technical requirements, the Bidder must submit Form 2 of Annex N° 3.




5.2. FInancial Requirements

All Bidder must demonstrate minimum values of the main accounts submitting in envelope No. 1 copy of their Economic Audited Financial Statements, or official information submitted to the authority exercising jurisdiction on tax matters in the country in which he is obliged to pay tax return for the years 2013 and 2014.

Bidders concurrently shall credit for the years 2013 and 2014, at least the following values:

a) Net Fixed Assets (Gross Fixed Assets less Accumulated Depreciation) for a value higher than Two Hundred and thirty two million and 00/100 American Dollars (US$ 232’000,000.00), and,

b) Net Equity (Share capital plus additional capital, plus reserves, plus retained earnings) for a value higher than One hundred and thirty four million five hundred and sixty thousand American Dollars and 00/100 (US$ 134’560,000) and

c) Annual sales of telecommunications services (voice, SMS, data), both at national and International level, without including the slae of mobile equipment, for a value higher than eighty one million and 00/100 American dollars (US$ 81’000,000.00).

The Bidder may record his own financial figures, its main partners or those of the related company. If there are figures of a related company or of a senior partner, it shall submit in writing to the reception desk of ProInversión, the instruments evidencing such relationship or condition, respectively. In case of a consortium may submit the figure of one of its members or the sum of financial figures of each.

To credit the technical preshortlisting requirements, the Bidder must submit Form 2 of Annex N° 3.

5.3. Legal Requirements

The Bidder must demonstrate the compliance of the following legal requirements:

5.3.1. Be a person or consortium, and must prove this requirement through the submission of the following documents:

- Legalized copy of the document that proves his incorporation and existence given by a national or foreign governmental authority of the country of origin of the Bidder. In case of a consortium, shall be required the incorporation document of each one of the members or legalized copy thereof.

- An affidavit signed by the Legal Representative of the Bidder confirming his existence, according to the legal principles that are applicable pursuant his legislation of origin, written according to the model that appears as Form 1 of Annex N° 4.




If the Bidder is a consortium, besides the obligation to comply with this requirement regarding each one of his members, he must submit an affidavit signed by his Legal Representative, as Legal Representative of the Bidder and of each one of his members, confirming his existence and the solidarity of the members regarding the obligations assumed and submitted affidavits, written according to the model that is under Form 2 of Annex Nº 4.

The signature of the Legal Representative in these affidavits must be legalized by notary in Peru or if the document is given outside Peru, shall proceed according to the declaration, and pursuant the provisions of Section 2.2.3;and,

- An affidavit, according to the model that appears as Form 3 of Annex N° 4, signed by the Legal Representative of the Bidder, indicating the percentage of participation that corresponds to each one of this shareholders or partners. In case of consortia, this information shall also be required regarding each one of his members.

If a natural person participates as Bidder or member of a consortium, he must submit the corresponding annexes and forms, duly adapted to his condition of natural person, prior coordination with the person responsible of the process.

5.3.2. That the Bidder, or one of his shareholders or member partners, or a related company of the Bidder or to one of his shareholders or member partners, have been the person who paid or acquired through an assignment of rights, the payment of the participation fee, according to Sections 2.1.1. and 2.1.2. To prove this, it shall be enough to submit a copy of the payment receipt of the participation fee or of the communication by which is credited the transfer in his favor, as appropriate.

5.3.3. Accredit a Legal Representative according to the requirements established in Section 2.2.

5.3.4. Affidavit according to Form 4 of Annex 4, indicating that the Bidder and its main partners or its members in case the Bidder is a consortium and the main partners of these: i) are not administratively sanctioned with temporary or permanent disqualification in the exercise of their rights to participate in selection processes summoned by State agencies, or to contract with the State; ii) have not ceased to be concessionaires for breach of a concession contract signed with the Peruvian government, signed under the framework of the promotion of private investment referred in the TUO of concessions approved by Supreme Decree No. 059-96 -PCM or No., 28059, Framework Law for the Promotion of Decentralized Investment or under the framework of Legislative Decree No. 674 Law.




5.3.5. Bidders shall not be those who are disqualified on the provisions of Article 1366 of the Civil Code and those companies and their stakeholders who are within the impediment set in the First Final Supplementary Provision of Act Public Sector Debt for the Fiscal Year 2015 (Law No. 30283).

5.3.6. Affidavit according to Form 5 of Annex 4, stating that the Bidder and its main partners, or its members in case of consortia and the main partners of the latter, if any, have waive to invoke or exercise any privilege or diplomatic immunity or other, and to submit by diplomatic means any claim, any right to compensation or other in connection with any claim that could be invoked by or against the State, ProInversión, ProInversion Committee, its members and advisers, under Peruvian law or under any other legislation with respect to its obligations under the Bid Terms, the Technical Proposal, the Economic Proposal and the concession contract.

5.3.7. Affidavit according to Form 6 of Annex 4, indicating that the legal and technical Bidder's advisors have not directly provided any services for ProInversión or the ProInversión Committee during the development of this bid, whether full time, part-time or temporary type, associated with this bid.

5.3.8. Affidavit according to Form 7 of Annex No. 4, which specifies that the main partners or members and the main partners of the latter, in case of consortium, have no direct or indirect participation in any other Bidder.

5.3.9. Affidavit according to Form 9 of Annex No. 4, applicable to the case of people who have listed their shares on stock exchanges, declaring the holdings referred to in the preceding paragraph, will be limited where management control is exercised of another Bidder , or any of its members in case of a consortium, according to the provisions of Regulations on Indirect Ownership, Relationship and Economic Group approved by CONASEV Resolution No. 090-2005-EF-94.10, as amended by CONASEV Resolution No. 005-2006-EF -94.10.

5.4. Simplification Mechanism

It is the mechanism by which the Bidders that had pre-qualified in a process of the sector conducted by ProInversión for the past two (2) years preceding the date of submission of the preshortlisting documents to this bid, can request the effectiveness of the documents they had submitted for preshortlisting (Envelope No. 1) in any of these processes.

The Bidder who wants to make use of the simplification mechanism must comply the following:

5.4.1. Request the ProInversión Committee by written document and submitted in the reception desk of Proinversión a "Certificate of Good Standing of Preshortlisting Documents", indicating the name of the process in which it participated, the documentation presented for purposes of preshortlisting




and the date of submission. The application must be submitted with an anticipation of twelve (12) business days prior to the deadline for submission of envelope No. 1 for the Proinversión Committee to analyze and eventually approve and timely deliver it to the Bidder.

5.4.2. On the date and hour fixed by the Proinversión Committee for compliance of Section 9.1.1 of the Bid Terms, the Bidder shall submit the following documents, which will be part of envelope N°1:

5.4.2.1. The Good Standing Certificate of Preshortlisting documents granted by the Proinversión Committee.

5.4.2.2. An affidavit indicating that the documentation referred in the Good Standing Certificate of the Preshortlisting documents is in force, according to the model contained in Annex N° 12 of the Bid Terms.

5.4.2.3. The new or additional documentation required for purposes of preshortlisting in these Bid Terms; and

5.4.2.4. Copy of the payment voucher that proves the cancellation of the payment of the participation fee.

5.4.3. The Proinversión Committee shall verify the validity of the affidavit, and its applicability to the process of preshortlisting of this bid and shall proceed to make the respective assessment according to the provisions of the Bid Terms.

6. CONTENT OF ENVELOPE N° 1

The content of envelope N° 1 of Bidders will be valid for the bid of each block of the Band, consequently the Bidders should deliver one (01) envelope N° 1.

To demonstrate the compliance of all the preshortlisting requirements mentioned in the preceding section, the Bidder must submit in envelope Nº 1 the following documents:

6.1. Form 8 of Annex N° 4, Letter of Submission of Preshortlisting documents.

6.2. Form 1 of Annex Nº 3, which is an affidavit, by which the Bidder credits its commitment to submit reliable information. It must be submitted to the Proinversión Committee through a simple document signed by the Legal Representative of the Bidder.

6.3. Form 1 of Annex N° 4, which is an affidavit, signed by the Legal Representative of the Bidder, in case it is a legal incorporated person, confirming its existence, according to the legal principles that result from the application of the origin legislation.

If the Bidder is a consortium, besides the obligation to comply with this requirement regarding each one of its members, he must submit an affidavit




signed by its Legal Representative, as Legal Representative of the Bidder and of each one of the members, confirming the existence and solidarity of the members regarding the obligations assumed and submitted affidavits written down according to the model that appears as Form 2 of Annex Nº 4.

6.4. Form 3 of Annex N° 4, which shall be an affidavit, signed by the Legal Representative of the Bidder, indicating the percentage of participation in the Bidder that corresponds to each one of his shareholders or partners.

In the case of consortia, it shall be also required said information regarding each one of its members.

6.5. Form 2 of Annex N° 5, letter of presentation of financial information for Preshortlisting and its sections, signed in original by the Legal Representative of the Bidder or by each member of the consortium in case of consortium.

The Bidder may indicate its own financial figures, those of his main Partners and those of the related company.

In case of submitting figures of a related company or from a main partner, we must submit the instruments that credit said link or condition, respectively.

In case of consortium, it may submit the figure of any ot its members or the sum of financial figures of each one of them.

6.6. Form 2 of Annex N° 3, letter of presentation of technical requirements for preshortlisting, signed in original by the Legal Representative of the Bidder or of each member of the consortium, in case of consortia.

6.7. Letter of presentation of financial information for preshortlisting according to Form 2 of Annex N° 5.

6.8. Audited financial statements or analog documents of shareholders or Partners of the Bidder or of the respective related company of the Bidder or of its members, in case of consortium, corresponding to 2013 and 2014.

This information may be submitted in Spanish language or in another language, requiring a simple translation in this latter case.

6.9. Legalized copy by public notary or by consul, according to the incorporation place, of the incorporation document of the Bidder. The legal persons must accompany a legalized copy of the instrument that incorporates them and the regulations of operation (corporate contract, bylaws), legally registered and its modifications, if any.

In case of a consortium, we shall require beside the instruments that are mentioned in the preceding paragraph for each one of its members, a legalized copy by notary public or by consul, according to the place of incorporation of the Bidder, of the instrument by which said consortium is formed.




Also indicate personal data (names and surnames, identification document, position in the company, time and position) of directors, managers, members of the Supervisory Board, if appropriate, and other officers who exercise the administration or legal representation of the corporation. Formality will not be required for the submission of this information, suggesting to be submitted in a table.

The corporate purpose indicated in its bylaws should be wide enough to allow being the Bidder in this bid or to participate as shareholder in other corporations which purpose allow them to provide the service subject matter of this bid.

The effectiveness term in future of legal persons who present themselves as Bidders must be equal or greater than the term of the Concession. In case the constitutive document does not specify the duration of the legal person or requires that is indeterminate, it is understood that its validity is equal to or greater than the term of the concession.

6.10 Copy of proof of payment of the participation fee to intervene in the bid, in order to prove that the Bidder, or one of its shareholders, partners or members, or a Related Company of the Bidder or one of its shareholders, partners or members in case of consortium, has been the person who paid for that right. To prove this fact, simply submit proof of payment of that participation fee or of communication through which the transfer is credited in his favor, as appropriate. Additionally, an affidavit explaining the binding relationship between the Bidder and said person, as aforementioned.

6.11 Instrument of power of Legal Representatives.

6.12 Affidavit, according to Form 4 of Annex 4, indicating that the Bidder, or its members in case the Bidder is a consortium: i) are not administratively sanctioned with temporary or permanent disqualification from exercising their rights to participate in selection processes summoned by State agencies, or to contract with the State; ii) have not ceased to be concessionaires for breach of a concession agreement signed with the Peruvian government, signed under the framework of the promotion of private investment referred in the TUO of Concessions approved by Supreme Decree No. 059-96 -PCM, Legislative Decree No. 674 or Law N ° 28059, Framework Law for the Promotion of Decentralized Investment

Likewise, Bidders shall not be those who are within the provisions of Article 1366 of the Civil Code.

6.13 Affidavit, according to Form 5 of Annex N° 4, in which the Bidder, and its main partners, or its members in case of consortia and the main Partners of these latter, if applicable, have waived to invoke or exercise any privilege or




diplomatic immunity or other kind, and to submit by diplomatic channel any claim to any right of compensation or other with relation to any claim that might be invoked for or against the State, PROINVERSIÓN, the PROINVERSIÓN Committee , its members and advisors, under the Peruvian law or under any other legislation with regard to our obligations in relation to the Bid Terms, the Technical Proposal, Economic Proposal and the concession contract.

6.14 Affidavit, according to Form 6 of Annex N° 4, that indicates that the advisors of the Bidder have not provided directly any kind of services in favor of PROINVERSIÓN or the Committee of PROINVERSIÓN during the development of this process of promotion of private investment, whether full time, part time or eventually, related to the referred process.

6.15 Affidavit, according to Form 7 of Annex N° 4, duly subscribed by the Legal Representative, indicating that the Bidder, its main partners, or members, in case of consortium, and the main Partners of these latter, do not have director indirect participation in any other Bidder.

6.16 If the Bidder elects the simplification mechanism referred in Section 5.4, he must submit the detailed documentation in said section, as appropriate.

6.17 Affidavit, according to Form No. 10 of Annex No. 4 by which the Bidder expresses its commitment to carry out the activities necessary for the migration of all stations operating in the band for which authorization is in force on the closing date of the Special Public Bidding and cover the expenses and costs associated with such migration, equally with the other bidders that are declared awardees of the bid.

ProInversión Committee reserves the right to verify the truthfulness of all the documentation submitted by the Bidder during the different stages of the bid, without involving in any way limiting the Bidder's responsibility for the possible failure or untruthfulness data or information presented. The lack of veracity or failure in data or information submitted by the Bidder in this bid, will cause the ProInversión Committee to disqualify him, in all its stages.

Since the submission of documentation referred in Section 6 and until the closing date, the Bidder is committed to make available to the Proinversión Committee all the documents that it request in order to verify the truthfulness of the submitted documentation.

7 CONTENT OF ENVELOPES N° 2 and N° 3

7.1 Content of Envelop N° 2

The content of envelope N° 2 of Bidders will be valid for the bid of the three blocks, consequently the Bidders must deliver one (01) envelope N° 2.




7.1.1 Affidavit, according to Form 4 of Annex N° 5, indicating the following:

- That the information, declarations, certification and, in general, all the information submitted in envelope N° 1 remains in force and shall be the same until the closing date.

- That the Preshortlisted Bidder, its main partners, its members or main partners of them do not have direct or indirect participation in another Bidder or member of it, that submits Technical Proposal and Economic Proposal in this bid.

7.1.2 One copy (01) of the final version of the concession contract without specifying the name of the block of the Band, duly signed by the Legal Representative of the Preshortlisted Bidder.

The final version of the concession contract will be timely delivered by the Proinversión Committee to the Preshortlisted Bidders, according to indications of the schedule of the bid.

The information necessary to incorporate in the contracts and is identified with successive points (... ..), should not be written by the Bidder included in the text thereof; it will be drafted by the ProInversión Committee on the closing date, except as related to the name of the Bidder, its legal representative name and address, among others.

7.1.3 According to Section 8 and pursuant the model that appears in Form 3 of Annex N° 5, the Guarantee of Validity, Validity Term and Seriousness of the Proposal valid for any of the blocks of the Band.

7.1.4 If the Bidder is a corporation constituted and domiciled in Peru and complies the requirements that are detailed below, he must submit an affidavit according to the model established in Form 5 of Annex N° 5, that contains the following:

- That its corporate purpose is the provision of telecommunications public services,

- That has concession in force to provide telecommunications public services granted in Peru,

- That on the closing date, complies with the minimum share capital amount required in the Bid Terms,

- That the effectiveness of the Corporation will not be less than the effectiveness of the concession to be granted plus two years, understanding that if the Corporation has an undefined term or the incorporation document does not establish the conclusion date, it shall be considered higher than the effectiveness term of the concession; and,

- That in case of resulting the awardee, he shall be the person who shall subscribe the concession contract for one of the blocks of the Band.

7.1.5 Letter of presentation of the Technical Proposal according to Form 6 of Annex N° 5 applicable to any of the blocks of the Band, accepting the coverage plan.




7.1.6 If the bidder is a foreign company must submit an affidavit promising to create and register a Concessionaire Corporation in Peru. In the Affidavit: (i) the Bidder is committed, if it is awarded the contract, to be part of the Concessionaire Corporation with no less than fifty-one percent (51%) of the share capital; (ii) shall specify the name of the people with whom as partners shall constitute the Concessionaire Corporation, as well as its shareholding; (iii) shall state that the proposed ownership structure should remain unchanged on the closing date.

If it is a consortium, the Preshortlisted Bidder and each of its members must submit an affidavit, according to Form 1 of Annex 5, indicating its intention to constitute the concessionaire in Peru as outlined in Section 12.1 the Bid Terms.

7.1.7 Affidavit according to Form No. 10 of Annex No. 4, for which the Awardee expresses its commitment to take joint activities, expenses and costs associated and resulting from migration of holders of television broadcasting licenses in the band 698-746 MHz bands 470-608 MHz and 614-698 MHz, whose authorizations are in force at the closing date of the Band bid. According to the provisions of Ministerial Resolution No. 337-2014 MTC / 03, the total amount of the expenses and migration costs will be borne jointly and severally equally by the winners of the Band.

7.2 Content of Envelope N° 3: Economic Proposal

The Preshortlisted Bidders shall submit Economic Proposals according to the provisions of Annex N° 6 that will be communicated through circular.

7.2.1 The Economic Proposals must be in force at least one hundred and twenty (120) calendar days after the closing date, even when said Economic Proposals would not have been declared winners. The Proinversión Committee may request the extension of the effectiveness of the Economic Proposals.

7.2.2 For purposes of this bid, the submission of envelopes N° 3 by one Preshortlisted Bidder is an irrevocable proposal that implies the submission of the Preshortlisted Bidder to all the terms and conditions, without exception, of the Bid Terms, of the concession contract, of its Technical Proposal and its Economic Proposal.

8 GUARANTEE OF VALIDITY, VALIDITY TERM AND SERIOUSNESS OF THE PROPOSAL

8.1 The Bidders must guarantee the validity, validity term and seriousness of their Technical Proposals and Economic Proposals submitting one jointly, irrevocable, unconditional guarantee without the benefit of excussio or division and automatically enforceable, valid for any of the blocks of the Band, in favor of ProInversión, according to the provisions outlined in Section 8.2.




8.2 The guarantees shall be granted in the form of a bond and must comply with the requirements indicated in Form 3 of Annex N° 5.

8.3 The guarantees must be issued by a national local bank, or by a first category International bank as detailed in Appendices 1 and 2 of Annex N° 2 of these Bid Terms, as well as by a local insurance company.

Such guarantees should be in force from the date of submission of envelope No. 2 to one hundred twenty (120) calendar days after the same, after which must be renewed for up to thirty (30) calendar days after the Closing Date and signing of the concession contract designated by the PROINVERSIÓN Committee. This obligation also extends to the Preshortlisted Bidders who would have occupied the second place in the assessment for the nomination of the awardee of each block of the Band. This obligation is not enforceable if the Shortlisted Bidder who came in second place was the one who was awarded one of the blocks.

8.4 The amount of the guarantee of validity, validity term and seriousness of the proposal of the bid is two per cent (2%) of the base price.

8.5 Once declared the Award, of any of the three (03) blocks by the ProInversión Committee, it may order the execution of the corresponding guarantee of validity, validity term and seriousness of the proposal submitted by the Shortlisted Bidder that is the awardee, if for reasons attributable to the latter, does not meet his obligations foreseen for the closing date and in accordance with the bid schedule.

8.6 The guarantees of validity, validity term and seriousness of the proposals submitted by the Bidders that are the awardees of the bid of each one of the blocks, will be returned after verifying the compliance of the conditions for the closing date and the signature of the respective concession contract.

8.7 The guarantees of validity, validity term and seriousness of the proposal of the remaining Bidders, shall be in power of ProInversión until the closing date. After this term and provided the respective concession contract has been subscribed with the awardees of the bid, these guarantees will be returned upon the request of the Bidders.

9 SUBMISSION OF ENVELOPE N° 1 AND RESULTS OF PRESHORTLISTING

Preshortlisting will be continued during the period specified in the bid schedule therefore, Bidders must request via email or written notice addressed to the Proinversión Committee to fix them the place, date and time for submission of their respective envelopes No.1 within the period specified in the bid schedule.




9.1 Submission of Envelope N° 1

9.1.1 In attention to the request of the Bidders, these shall submit envelope N° 1, in the place, date and hour determined by Proinversión Committee, within the term established in the bid schedule.

9.1.2 Envelope Nº 1 will be delivered by the Authorized Agents or Legal Representatives of Bidders and will be received and opened by Notary Public in presence of the representatives of the Proinversión Committee, conformed by the Head of Projects in telecommunications issues, and two consultants of the team of telecommunications of ProInversión, one of whom should be an attorney, then the corresponding minutes will be prepared.

9.1.3 In the minutes referred in Section 9.1.2, will be recorded the presentation, the content and the quantity of pages of the documentation included in envelope N° 1 submitting in that time and, if applicable, the observations that the Bidder must correct.

9.1.4 In case of verifying the existence of remediable errors upon judgment of the Proinversión Committee, it will urge the Bidder to correct or comply with the observations, giving a maximum of three (3) business days, under penalty of being excluded from the prequalification.

9.1.5 Additionally, in order to facilitate the examination, verification and comparison of data and requirements, the Proinversión Committee may request in writing to any Bidder to clarify the information contained in envelope N° 1. The clarification request and the corresponding reply will be made in writing, according to the provisions of the previous paragraph.

9.1.6 After the opening act of envelope N° 1, it shall not be provided to the Bidder or to any person, related or not with the process, information related to the qualification of the Bidder, until the report of the Proinversión Committee has been informed to the Bidder.

9.1.7 Within the maximum term indicated in the bid schedule, the Proinversión Committee shall analyze the documentation contained in envelope N° 1 and shall issue its opinion, determining progressively who are the Preshortlisted Bidders who shall participate in the following stages of the process; said preshortlisting, is valid for the bid of all the blocks of the Band.

9.2 Communication of Preshortlisted Bidders

The ProInversión Committee shall inform, progressively or all at once, the result of the preshortlisting process to each Bidder, for which it shall send each time a communication to the Preshortlisted Bidder, after which, by Circular, will announce the complete list of Preshortlisted Bidders. The Bidders must observe strict confidentiality of the result that was communicated to them.




The decision of the Proinversión Committee regarding the preshortlisting will be final and shall not be challenged.

9.3 Modifications in the Conformation of Consortia

The consortia that are Preshortlisted Bidders may make changes to the participation of the consortium, with exception of the Operator until five (05) business days before the deadline for submission of Envelope No. 1, provided that the consortium maintains compliance with the preshortlisting requirements set out in Section 5. The change will be informed by a written document sent to ProInversión through its reception desk. After the period indicated and the remainder period of the Bid, no change is permitted on the participation of consortia.

A Preshortlisted Bidder may not form a consortium with other Preshortlisted Bidders. Said prohibition will last until the closing date.

9.4 Economic Proposal

9.4.1 Preshortlisted Bidders shall submit Economic Proposals according to the provisions of Annex N° 6 and will be timely communicated by the Proinversión Committee.

9.4.2 The Economic Proposal must be in force according to Section 7.2.1 of these Bid Terms. The forms of Economic Proposals should be subscribed by the Legal Representative of the Bidder. The form of the auction scheme or valuation of the Economic Proposal will be established in Annex N° 16 and will be communicated by circular.

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

The procedure for the award of the blocks of the Band will be timely communicated by the Proinversión Committee through circular.

11 CHALLENGE

11.1 Challenge Procedure

11.1.1 Any Shortlisted Bidder may appeal to challenge before the Proinversión Committee against the award of any of the blocks of the Band that had participated. The appeal must be compulsorily recorded as a remark in the affidavit of the opening act of envelope No. 3 and be properly supported, in writing, within a maximum period of three (3) business days from the date of award. The Proinversión Committee shall resolve that challenge within a maximum period of ten (10) business days from the day when the bond delivery is made referred in Section 11.2.




11.1.2 Against the decision of the ProInversión Committee , the affected Bidder may file an appeal before the Board of Directors of ProInversión within three (03) business days following the charge of receipt. The appeal may also be filed against the implied resolution of challenge rejection in the event that, after expiration of the deadline of ten (10) business days for the Committee of ProInversión solve the challenge presented, it has not issued the corresponding resolution. In the latter case, the deadline for filing an appeal is calculated from the day following the expiration of the said period of ten (10) business days.

11.1.3 The appeal filed against the express or implied resolution of the ProInversión Committee shall be resolved by the Board of Directors of Proinversión within thirty (30) business days. The resolution at second and final instance shall be final and binding.

11.2 Challenge Guarantee

11.2.1 No challenge is considered validly filed and be without any effect unless, within three (03) business days from the date of granting the award, the challenging Bidder delivers to the Committee of ProInversión a bond, irrevocable, unconditional, without benefit of excussio or division and automatically enforceable, according to Annex No. 7 in favor of ProInversión and by an amount equal to 1% of the base price of the block of Band subject matter of the challenge. This bond must be issued by a National Local Bank, by a local insurance company or by a First Category International Bank, in which case it must be issued by a National Local Bank.

11.2.2 Said challenge guarantee may be executed by ProInversión, in case of declaring unfounded or inadmissible the appeal submitted by the Bidder or in case said appeal is not filed within the term established in Section 11.1.2. and the respective resolution is consensual (express or implied) of the Proinversión Committee. If the challenge or appeal is declared founded, the challenge guarantee shall be returned to the respective Bidder, not generating any interests in its favor.

11.2.3 The effectiveness of the challenge guarantee referred in this Section will be sixty (60) business days counted since the date of its submission.

11.3 Not Awarded Bid

If you have not received at least one valid Economic Proposal in each block of the Band, the ProInversión Committee shall declare void the bid of any of the blocks of the Band, and the ProInversión Committee may convene a new selection process in its sole discretion.

11.4 Suspension and Cancellation of the Bid




As provided in Section 1.6.2., the bid may be suspended, canceled or rescinded at any time and without expressing any reason if Proinversión Committee deemed it appropriate, without incurring in any liability. This decision is not challengeable.

Along with circular that approves and communicates to the Bidders the suspension of the Bidding, ProInversión Committee will approve the repayment period of the bond letters. If the deadline for the return is greater than the effectiveness of the bond letters of Bidders, they must renew until the deadline. In case ProInversión Committee approves a new suspension, the Bidders shall apply the same instruction and so on.

In case of cancellation, Proinversión Committee shall proceed to return the bond letters or bond letter, as appropriate, in a term no later than ten (10) business days.

12 CONCESSIONAIRE CORPORATION

12.1 Incorporation

Before the closing date, being an awardee that is a foreign natural or legal person or a consortium, it must be a legal person in Peru, which will be the Concessionaire Corporation, complying the requirements specified in Section 12.2.

12.2 Requirements of the Concessionaire Corporation

As conditions precedent to the closing date, the Concessionaire Corporation, the Awardee and the Operator, as applicable, shall comply with the following:

12.2.1 The corporate object of the Concessionaire Corporation should allow the provision of Telecommunications Public Services and its domicile must be set in the city of Lima or in the constitutional province of Callao and without the modification of the registered office outside the city of Lima or in the constitutional province of Callao.

12.2.2 In the incorporation document or agreement of the competent corporate body of the Concessionaire Corporation (directors, shareholders or other) must be stipulated to the satisfaction of the Committee of PROINVERSION, the ratification of all acts performed and documented signed by the Legal representatives of the Awardee and the Legal Representatives of the Concessionaire Corporation, especially the signing of the concession contract and any other rights or obligations that would be consistent with these Bid Terms, the concession contract or the applicable laws.




12.2.3 For the case of consortia, the Operator must have and maintain the Minimum Participation of fifty one per cent (51%) of share capital Social.

The rules related to the shareholding and limitation of transfer are detailed in the concession contract.

12.2.4 The Concessionaire Corporation must have a minimum share capital according to the terms and conditions indicated in the concession contract. The minimum amount will be timely communicated by the Proinversión Committee through circular.

12.2.5 If the awardee is a corporation constituted and domiciled in Peru and submits the documentation foreseen in these Bid Terms, it may credit as Concessionaire Corporation without it being compulsory the incorporation of a new corporation.

12.2.6 If the awardee is a foreign company, it has the obligation to incorporate a national company.

13 CLOSING PROCEDURE

13.1 Verification of Legal Requirements

On the closing date, and as a condition for the signing of the concession contract for each of the blocks of the Band, the Concessionaire Corporation shall submit to the ProInversión Committee, respect of the Concessionaire Corporation and the members of the same (shareholders, holders of participatory interests), as applicable, the Informative Record of not being disqualified from contracting with the government of the Republic of Peru issued by the Supervisory Board for State Procurement (OSCE). If it is determined the existence of false information, the granting of the award will be revoked and can even proceed as provided in Section 14.2.2.

13.2 Obligations of the State

13.2.1 The MTC shall issue the Directorial Resolution of allocation of radioelectric spectrum resulting from this bid in favor of the Concessionaire Corporations and the Ministerial Resolution that grants the concessions for the provision of telecommunications public services, if applicable.

For that purpose, ProInversión shall timely send to the MTC, the supporting documentation (Bid Terms, circulars, minutes, among others).

13.2.2 On the closing date it should be verified the enactment of Supreme Decrees, if applicable, for each one of the blocks, referred in Article 2 of Decree Law N° 25570, complementary regulation to Legislative Decree N° 674, modified by Article 6 of Law N° 26438, by which it grants the




guarantee of the State in support of all and each one of the obligations, declarations and guarantees of the Grantor established in the concession contract.

13.3 Closing Date

13.3.1 The closing date of each one of the blocks of the Band, will be carried out in the place and hour indicated by circular and will be held in presence of Notary Public, who will certify the acts referred in Section 13.4.

13.3.2 If any of the Concessionaire Corporations do not meet the requirements set forth herein for this act, the ProInversión Committee will void the award concerned and will provide for the enforcement of the Guarantee of Validity, Effectiveness and the Seriousness of the Proposal of the respective Bidder. In this case, ProInversión Committee, at its sole discretion, may grant the Award to the Shortlisted Bidder who submitted the second best economic offer in each block and take any decision it deems appropriate.

13.4 Closing acts for each one of the blocks of the Band

On the closing date or before, as previous and compulsory requirements for the subscription of the concession contract, the following acts shall take place:

13.4.1 The Concessionaire Corporation will pay: (i) the amount corresponding to the expenses of the process for each block of the Band of these Bid Terms and (ii) the value for the Economic Proposal referred in Section 1.4.45 of these Bid Terms. Such payments shall be made in cash, by cashier's check or bank transfer, according to the information issued by the Committee in due course by Circular.

If the Committee declares void the bid for one of the blocks of the Band, the awardee will only pay the part that corresponds to the block of the awarded band.

13.4.2 The Concessionaire Corporation shall deliver the testimony of the deed of incorporation and proof of registration in the Public Registry of Lima. If it has been awarded without being a legal person legally registered in the country, the Concessionaire Corporation shall have been established in Peru, with the same partners, shareholders or members in the same proportions as they held at the date of granting the award in case of a consortium, with a minimum subscribed share capital as set out in Section 12.2.4. If it has been the awardee being an established company, the Concessionaire Corporation must demonstrate to have the minimum share capital, pursuant to the provisions of Section 1.4.14.




13.4.3 Delivery of the testimony of power from the person who shall subscribe the concession contract on behalf of the Concessionaire, with the proof of its registration in the respective Registry Office.

13.4.4 Submission by the Concessionaire Corporation of the affidavits, both of it and its main Partners, of not been disabled to hire with the State or be within the limitations established in the applicable laws. Said information will be provided by the Concessionaire Corporation according to the model of Annex N°13, and must be subscribed by the Legal Representatives of the Concessionaire Corporation.

13.4.5 Accreditation by the Concessionaire Corporation of having ratified, according to its bylaws, all the acts and documents signed by the Legal Representatives of the awardee, especially the signing of the concession contract and any other right or obligation that applies under these Bid Terms, the concession contract or the applicable laws. Depending on the type of corporation, the nature of the act subject to ratification and those relating to the management bodies of the corporation society, the ratification shall be demonstrated by the submission of the certified copy of the respective agreement.

13.4.6 Submission of an affidavit of the Concessionaire Corporation and its main Partners, duly subscribed with legalized signatures by it or the Legal Representatives, by which they ratify the effectiveness of the declarations and documentation submitted in envelope Nº 1, envelop Nº 2 and envelope N° 03.

13.4.7 Delivery of the Informative Record of not been disabled issued by the OSCE, referred in Section 13.1.

13.4.8 Delivery of the Performance Bond of the concession contract by the Concessionaire Corporation, according to Annex Nº 9 of the Bid Terms.

13.4.9 Delivery by the MTC, in coordination with ProInversión, of the documents referred in Section 13.2.1 and 13.2.2 of the Bid Terms, according to the provisions therein.

13.4.10 After compliance of all the acts mentioned above, we shall proceed to the subscription of the concession contract by the Grantor and the Legal Representatives of the Concessionaire Corporation and, then the return by Proinversión of the letter of guarantee of guarantee of validity, validity term and seriousness of the proposal to the Concessionaire Corporation.

13.4.11 Delivery of the letter of guarantee by the Concessionaire Corporation that guarantees the compliance of the activities that are necessary to make the migration of all the stations that operate in the Band, which authorization is in force on the closing date of the Special Public Bid. The model of the letter of guarantee is contained in Annex N° 17.The value and the delivery conditions of the letter of guarantee will be communicated by the ProInversión Committee through circular.




13.5 Performance Bond of the Concession Contract

13.5.1 In order to ensure each and every one of the obligations of the Concessionaire Corporation under the concession contract, it shall deliver to PROINVERSIÓN Committee on the closing date, a Performance Bond of the concession contract for the block that was awarded. The amount of the guarantee is five percent (5%) of the Base Price, the same that will be renewed annually to keep it in force.

13.5.2 Said guarantee extended on behalf of the Ministry of Transportation and Communications shall consist on a letter of guarantee issued by a Local National Bank, an international first class bank or local insurance company, as detailed in Annex No. 2 of these Bid Terms, which should be jointly, unconditional, irrevocable, without benefit of excussio or division and automatically enforceable from the closing date, it will be renewed annually to keep it in force.

The model of said letter of guarantee is in Annex Nº 9.

13.6 Execution of Guarantee of Validity, Validity Term and Seriousness of the Proposal

13.6.1 If the awardee fails to fulfill any of its obligations under to the closing date listed in Section 13.4 for reasons attributable to it, ProInversión may execute the Guarantee of Validity, Validity Term and Seriousness of the Proposal of the Bidder, immediately and without the need for prior notice to the awardee. The execution of this guarantee does not limit or restrict any other rights that may have Proinversión against awardee that failed to comply with its obligations under Section.4.

13.6.2 Proinversión Committee shall have the power, in case of default of the awardee, to award the bid to the Shortlisted Bidder with the second best economic proposal per block. In this case, Proinversión Committee will notify the Bidder who is holder of such proposal, communicating its decision to declare him the new awardee, also informing the shutdown procedure and the date, time and place in which it will be held.

13.6.3 Without prejudice of the provisions of this Section, ProInversión or Proinversión Committee may initiate all the legal actions permitted by the laws and applicable provisions as direct or indirect consequence of the non compliance of the original awardee.

13.7 Entry into force of the Concession Contract

The concession contract shall enter into force and shall take full legal effect on the closing date, after being signed by the Legal Representatives or the Grantor. The closing date shall be identified for all purposes as the date on which the concession contract is signed.




14 FINAL PROVISIONS

14.1 Laws and Applicable Provisions

It is the set of legal provisions that regulate or directly or indirectly affect the concession contract. They include the Constitution of Peru, the rules with 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 telecommunications public service under concession.

Likewise, they also include any modification that the referred regulations or provisions might have.

14.2 Jurisdiction and Competence

14.2.1 The buyers, Preshortlisted Bidders, Bidders and Shortlisted Bidders and people who are members of consortia, the awardee and the Concessionaire irrevocably submit and accept the jurisdiction of the courts and tribunals of Cercado de Lima, Peru, for resolving any conflicts that may arise between them with regard to these Bid Terms, making expressly and irrevocably waiver to any diplomatic claim and any right to initiate actions of any nature, action or claim before any other venue or jurisdiction.

14.2.2 It shall not apply any provision that modifies, alters, limits or restricts the right of the State, of ProInversión and of ProInversión Committee or the Grantor to initiate any legal action or enforce a judgment obtained in Peru, before the judges and courts in other jurisdictions, waiving the purchasers, Shortlisted Bidders, the Bidders and the persons who are members of consortia, the awardee and the concessionaire to invoke or exercise any immunity or privilege to which they may be entitled in such jurisdictions, without reservation or limitation, accepting now and for the mere fact of participating in the bid, the choice of alternative jurisdiction or jurisdictions made by the State, ProInversión ProInversion Committee and the Grantor as appropriate.




ANNEXES




ANNEX N° 1

NON DISCLOSURE AGREEMENT Reference: Sections 1.4.1 and 3.2.2 of the Bid Terms

Lima, ................... 20…….

Messrs. Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment - ProInversiónPresent.-

Ref.: Special Public Bid to deliver the Only Concession for the Provision of Telecommunications Public Services and Allocation of Blocks of the Band 698-806MHz Nationwide

Purchaser and/or Bidder: .........................

Of our consideration:

...................................(name of Bidder) who has appointed the (Authorized Agent and/or Legal Representative), Mr. .......................(name of Authorized Agent and/or Legal Representative), identified with............, domiciled at ................. we hereby express our interest to access the Data Room that Proinversión Committee makes available, according to the Bid Terms of the Special Public Bid of the reference. The terms in capital letters that are not herein defined shall have the meaning granted in the aforementioned Bid Terms.

In this regard, we are committed to maintain the confidentiality of all information obtained in the Data Room, not to disclose any material or information to third parties (except for those described in the following paragraph) without prior written permission of ProInversión Committee, not to use the information for any other purpose not related to the bidding process and not to use the information in any way that could lead to conflict with the interests of the State, its officials or agencies, Proinversión and the Committee of ProInversión.

The materials obtained from the Data Room will only be made available to our staff, executives and consultants, for reasons related to the bidding process. Such staff is aware of this agreement and will be equally obliged to maintain confidentiality regarding the above information. We will take all actions that were reasonable to prevent the release of any information to anyone without the prior written consent of the ProInversión Committee.

No license or right has been or will be granted to our advisors with relation to the provision of any information comprised in this agreement.




We accept that neither the State, its officials or agencies, or ProInversión or the Committee of ProInversión, nor its advisors or members, are declaring and guaranteeing, expressly or implicitly, the accuracy, reliability or completeness of the information made available to us and that none of these parties or their respective directors, officers, employees or agents will be liable to us or to any other person resulting from the use of such information and/or materials. We accept to make our own decisions regarding the information made available to us and acknowledge that we will not depend or induced by such information when deciding our intention in relation to the bid process.

We accept that any of the information provided, no material, discussion, negotiation or other related issues constitute an offer by the ProInversión Committee or on behalf of them, and does not serve as a basis or will be considered in connection with any agreement, except when expressly agreed in writing with the ProInversión Committee.

At the request of the Committee of ProInversión we accept to return all copies of all documents that were made available to us, or available to our representatives or advisors.

Also we accept that the ProInversión Committee does not undertake or oblige to provide access to additional information or to update the information and materials available or correct any inaccuracies that may appear.

This agreement shall not apply to information that: (i) on the date on which it was disclosed to us or our consultants was of public knowledge or any time after that opportunity is of public knowledge (except that subject of non-compliance of this agreement by us or our advisors), or (ii) on this date, is legally in our power and, therefore, is not subject to the non-disclosure agreement.

The rights and obligations set forth herein shall be governed and construed in accordance with the provisions of the Peruvian laws and the parties irrevocably agree to submit to the jurisdiction of the judges and courts of Lima, Peru.

In acceptance and compliance with all terms and conditions of this confidentiality agreement we sign and deliver a copy to the ProInversión Committee, on..... ......... 20. ...

Legalized signature .....................................Name .....................................

(Legal Representative of Bidder)Entity .....................................

(Bidder)




ANNEX N° 2

APPENDIX N° 1

Reference: Sections 1.4.10 and 1.4.30 of the Bid Terms

LOCAL BANKS AND LOCAL INSURANCE COMPANIES AUTHORIZED TO ISSUE THE GUARANTEES ESTABLISHED IN THE BID TERMS

The national banks authorized to issue letters of guarantee will be those who hold a minimum grade of CP-1, Category 1, CLA-1 or EQL-1 for short-term obligations; A for financial strength; and AA for long-term obligations.

A referential mode of the list is specified, to date, which is made up of the following companies with the minimum score indicated in the preceding paragraph:

LOCAL BANKSBBVA BANCO CONTINENTAL

BANCO DE CRÉDITO DEL PERÚ – BCPBANCO INTERAMERICANO DE FINANZAS – BANBIFBANCO INTERNACIONAL DEL PERÚ S.A.A. – INTERBANKCITIBANK DEL PERÚ S.A.SCOTIABANK PERÚDEUTSCHE BANK PERU S.A.BANCO SANTANDER PERÚ S.A.

These classifications must be in force when submitting the letters of guarantees and should be granted at least by two risk classifying companies recognized and credited in Peru.




LOCAL INSURANCE COMPANIES

Insurance companies authorized by the Superintendence of Banking and Insurance and AFP, to issue bonds letters and that on the date of issuance thereof have a minimum rating of A for financial strength.

A referential mode of the list is specified, to date, which is made up of the following companies with the minimum score indicated in the preceding paragraph:

ACE SEGUROS S.A.MAPFRE PERÚ COMPAÑÍA DE SEGUROS Y REASEGUROSRÍMAC SEGUROS Y REASEGUROSSECREX COMPAÑÍA DE SEGUROS DE CRÉDITO Y GARANTÍAS S.A.INSUR S.A. COMPAÑÍA DE SEGUROS

These classifications must be in force then submitting the letter of guarantee and should be granted by at least two risk classifying companies recognized and credited in Peru.




ANNEX N° 2

APPENDIX N° 2

Reference: Section 1.4.9 of the Bid Terms

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

International first-class banks and multilateral banks, included in the list approved by the Central Reserve Bank of Peru through Circular No. 026-2015-BCRP of June 25, 2015, or legislation replacing it shall be taken into account (http://www.bcrp.gob.pe/docs/Transparencia/Normas-Legales/Circulares/2015/circular-026-2015-bcrp.pdf).

The guarantees issued by these banks should be issued and confirmed by one of the National Local Banks indicated in the previous appendix.




ANNEX N° 3

Form 1: AFFIDAVIT (Commitment of reliable information)

Reference Section 6.2. of the Bid Terms

Lima, ......... ........ 20…….

Messrs.ProInversiónen Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment - ProInversiónPresent.-

Ref.: Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of Blocks of the 698-806MHz Band Nationwide

Of our consideration,

We hereby declare under oath the following:

That all the information indicated in the documents submitted in envelope N° 1 is reliable.

Place and date: .............., ............ 20......

Name of Bidder: . . . . . . . . . . . . . . . . . . . . Name of Legal Representative of Bidder: . . . . . . . . . . . . . . . . .Signature of Legal Representative:

In case of consortium, signature of the Legal Representatives of each one of the members thereof:

Name of Legal Representative 1: . . . . . . . . . . . . . Signature of Legal Representative 1: . . . . . . . . . . . . . .



Name of Legal Representative n: . . . . . . . . . . . . . Signature of Legal Representative n: . . . . . . . . . . . . . .




ANNEX N° 3

Form 2: LETTER OF PRESENTATION OF TECHNICAL REQUIREMENTS FOR PRESHORTLISTING (1)

Reference: Sections 5.1 and 6.6 of the Bid Terms

Lima, .................. 20…….

Messrs.Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment - ProInversiónPresent.-

Ref.: Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of blocks of the 698-806MHz Band Nationwide

Name of Bidder: ______________________________

Name of Operator: ______________________________


For Bidders established in Peru:

I declare under oath that I have five (05) years of experience as operator of telecommunications public services (concession)in Peru, according to the following detail:

Name of the concession granted in Peru Year of issuance of the concession

For foreign Bidders:

Five (05) years of experience as operator of mobile telecommunications public services in bands enabled for the use of HSPA, HSPA+ or LTE technologies outside Peru(2), according to the following detail:

Name of Enabling Title or Concession granted Abroad

Year of issuance of the Enabling Title or Concession




Also, I declare under oath that I have minimum one (01) enabling title or concession for the provision of telecommunications public services granted in Peru or abroad:

Name of Enabling Title or concession of the Bidder

Country where the enabling titles or concessions were obtained

Likewise, I declare under oath that I have the following minimum quantity subscribers or users of the mobile telecommunications public services (post payment and prepayment) in Peru or abroad as of December 2014(2):

Cordially yours,

Signature: ____________________________Name: ____________________________

Legal Representative of Bidder

Name of Bidder:

Signature: ________________________________Name of Legal Representative of Operator: __________________Name of Operator: ________________________________

Place and date: ___________

(1) ProInversión Committee reserves the right to request the awardees the supporting information that proves the truthfulness of the content indicated in this affidavit.

(2) In case the Bidder uses the experience and other technical requirements indicated of its parent company or related company, it must be explained below –on the dotted line – the relation that causes that the company is a related company of the bidder, shareholder or member of the Bidder.…………………………………………………………………………………………………………………………………………………………………………………………………………


Number of subscribers or users of mobile telecommunications public services

As of December 2014 in Peru or abroadIn letters:In numbers:



ANNEX N° 3

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

Reference Section 3.1.2 of the Bid Terms

Lima, …. . . . . . 2014.

Messrs. Comité de ProInversiónen Proyectos de Energía e Hidrocarburos - PRO CONECTIVIDADAgency for Promotion of Private Investment– ProInversiónAv. Canaval Moreyra Nº 150, San Isidro, Lima, Perú

Attention: Mr. Jesús Guillén MarroquínProject Manager in Telecommunications Issues Email: jguillen@PROINVERSIÓN.gob.pe

Ref.: Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of blocks of 698-806MHz Band Nationwide


According to what is stated in Section 3.1.2. of the Bid Terms in reference, please find below our inquiries to the Bid Terms:

N° of InquirySection, subparagraph or other division of the Bid TermsContent of Inquiry:

Cordially yours,

Name of Bidder:

Signature: ____________________________Name: ____________________________



mailto:[email protected]



ANNEX N° 3

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


Lima, …. . . . . . 2014.

Messrs.Proinversión Committee in Project of Energy and Hydrocarbons - PRO CONECTIVIDADAgency for Promotion of Private Investment– ProInversiónAv. Canaval Moreyra Nº 150, San Isidro, Lima, Perú

Attention: Mr. Jesús Guillén MarroquínProject Manager in Telecommunications Issues Email: jguillen@PROINVERSIÓN.gob.pe

Ref.: Special Public Bid to deliver the Sole Concession for the Provision of Telecommunication Public Services and Allocation of blocks of 698-806MHz Band nationwide


According to Section 3.1.2. of the Bid Terms in reference, please find below our suggestions to the concession draft contract:

N° of InquirySection, subparagraph or other division of the Bid TermsContent of Inquiry:

Cordially yours,

Name of Bidder:

Signature: ____________________________Name: ____________________________



mailto:[email protected]



ANNEX N° 4

Form 1: PRESHORTLISTING DOCUMETNS (Legal incorporated person)

Reference: Section 5.3.1 and 6.3 of the Bid Terms

AFFIDAVIT

Lima, ......... ........ 20…….

Messrs.Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment - ProInversiónPresente.-

Ref.: Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of blocks of 698-806MHz Band Nationwide


We hereby declare under oath that (name of Bidder) is a legal person duly incorporated under the laws of the Republic of . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(indicate the name of the country) and is in force according to the legal principles applicable of the country of origin (indicate the name of the country).

Place and date: ............, ................. ....... 20......

Entity ..................................................Bidder

Name ...........................................................Legal Representative of Bidder

Signature ............................................................Legal Representative of Bidder




ANNEX N° 4

Form 2: PRESHORTLISTING DOCUMENTS (in case of Consortium)

Reference: Section 5.3.1 and 6.3. of the Bid Terms

AFFIDAVIT

Lima, ........ .......... 20…….


Ref.: Special Public Bid to deliver Sole Concession for the Provision of Telecommunications Public Services and Allocation of blocks of 698-806MHz Band nationwide



That........................... (name of each one of the members of the consortium) have associated through a consortium to participate in the bid.

That............................ (name of each one of the members of the consortium) are companies incorporated according to the legislation of their country of origin and maintain their existence.

That............................ (name of each one of the members of the consortium) are jointly responsible and indivisible before the Republic of Peru, ProInversión and the Proinversión Committee regarding all and each one of the obligations assumed and affidavits submitted by the Bidder in relation to this bid.

Place and date: ........ , ....... .............. 20......

Entity ...............................................Bidder

Name ............................................................Legal Representative of Bidder


Entity ...............................................




Name of member of Consortium

Name .................................................Legal Representative of member of Consortium

Signature ............................................................Legal Representative of member of Consortium




ANNEX N° 4

Form 3: PERCENTAGE OF SHAREHOLDING


AFFIDAVIT

Lima, ................... 20…….




We hereby declare under oath that the percentage of participation of each one of our shareholders or Partners or members is the following:

Shareholder or partner Percentage of participation in the Bidder

1.2.3.4.5.6.7.8.9.TOTAL

In case of Bidders that are consortia:

Members Percentage of participation in the Bidder

1.2.3.4.5.TOTAL




Place and date: ........................, ............. ................... 20......

Entity .............................................Bidder

Name .............................................Legal Representative of Bidder

Signature .............................................Legal Representative of Bidder




ANNEX N° 4

Form 4: NO RESTRICTIONS TO HIRE Reference Section 5.3.4 and 6.12 of the Bid Terms

AFFIDAVIT

Lima, ......... .......... 20…….




We hereby declare under oath that, [.......................................... (name of Bidder, name of each main partner of Bidder or its members in case that the Bidder is a consortium and Main Partners of them)]:

a. They are not administratively sanctioned with temporary or permanent disqualification from exercising their rights to participate in selection processes summoned by the State, or to contract with the state.

b. They have not ceased to be concessionaires for breach of a concession contract signed with the Peruvian Government under the framework of the promotion of private investment referred in the TUO on Concessions approved by Supreme Decree No. 059-96-PCM, the Legislative Decree No. 674 or No. 28059, Framework Law of Decentralized Investment Promotion Law.

c. The Bidder is not involved in the prohibitions established in Article 1366 of the Civil Code.

Place and date: ........ , ...... ........ 20......

Entity ...........................................................Bidder

Name .............................................................Legal Representative of Bidder

Signature ............................................................Legal Representaitve of Bidder




ANNEX N° 4

Form 5: WAIVER TO CLAIM BY DIPLOMATIC CHANNEL OR ANY OTHER CHANNEL

Reference Section 5.3.6 and 6.13 of the Bid Terms

AFFIDAVIT

Lima, ................... 20…….Messrs. Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment–ProInversiónPresent.-



We hereby declare under oath that (name of Bidder), and its main Partners, or members in case of consortium and the main Partners of these latter, waive to the following:

1. To invoke or exercise any privilege or diplomatic immunity or of any other kind.

2. To file any claim through diplomatic channels and any right to compensation or other in connection with any claim that could be invoked by or against the State, ProInversión, ProInversion Committee, its members and advisors, under Peruvian law or under any other law with respect to our obligations to the Bid the Economic Proposal and the concession contract.

3. To raise any action, counterclaim, exception, claim, demand, request for arbitration, request for compensation or any other nature against the State or any department, agency or official thereof, or against ProInversión, ProInversion Committee or advisors, by the actions and/or decisions adopted within the framework of these Bid Terms.

Place and date: ....... , ....... .............. 20......

Entity ...........................................................Bidder






ANNEX N° 4

Form 6: LEGAL AND TECHNICAL ADVISORS DID NOT SUBMIT SERVICES TO ProInversión OR THE Preinversión COMMITTEE

Reference Section 5.3.7 and 6.14 of the Bid Terms

AFFIDAVIT

Lima, ................. 20…….

Messrs.Proinversión Committee in Projects of Energy and Hydrocarbons– PRO CONECTIVIDAD Agency for Promotion of Private Investment - ProInversión Present.-



We hereby declare under oath that our legal and technical advisors have not directly provided any services in favor of ProInversión or the ProInversión Committee during the development of this bid, whether full time, part time or temporary type linked with this bid.

Place and date: ........ , ....... .......... 20......

Entity ........................................Bidder

Name ...........................................................Legal Representative of Bidder





ANNEX N° 4

Form 7: DO NOT HAVE PARTICIPATION IN ANY OTHER BIDDER

Reference:Section 5.3.8 and 6.15 of the Bid Terms

AFFIDAVIT

Lima, ................. 20…….




By hereby declare under oath that (name of Bidder), its main partners, or members, in case of consortium, or main partners of the latter, have no direct or indirect participation in any other Bidder.

Place and date: ....... , ....... .................. 20......

Entity ...........................................................Bidder


Signature ...........................................................Legal Representative of Bidder




ANNEX N° 4

Form 8: SUBMISSION OF DOCUMENTS FOR PRESHORTLISTING Reference:Section 6.1 of the Bid Terms

Lima, ......... .......... 20…….



Bidder: ______________________________________.


For purposes of our preshortlisting under the Bid Terms governing the Special Public Bid to deliver the Sole Concession to provide public telecommunications services and block allocation of 698-806MHz Band nationwide, we hereby fulfill to submit our letter of presentation of preshortlisting requirements, enclosing the relevant documents and information required.

We declare under oath the following:

- That all the information submitted to prove our financial, technical and legal capacity indicated in the submitted documents is reliable.

- That the Operator who subscribes is committed to act as operator in case ___[our consortium]___ is the awardee of the bid.

Place and date: __________, ___ ___________ 20……

Signature: _____________________________Name: _____________________________Position: Legal Representative Entity: _____________________________

(Main Operator)

[Other members of consortium, if any, each one as follows:

Signature: _____________________________Name: _____________________________Position: Legal Representative Entity: _____________________________

[Member of Consortium]




ANNEX N° 4

Form 9:PRESHORTLISTING DOCUMENTS

Reference:Section 5.3.9 of the Bid Terms

(Applicable to persons who have listed their shares in the Stock Exchange)

AFFIDAVIT

Lima, ................ 20…….




We hereby declare under oath that (name of Bidder), our main partners or members of the main partners of the latter, in case of Consortium, have no direct or indirect participation in any other Bidder. The aforementioned participation is limited where the control of the administration of another Bidder is exercised, or any of its members in case of consortium, as provided in the Regulations on Indirect Ownership, Relationship and Economic Group approved by SBS Resolution No. 445 -2000, as amended by Resolution SBS N ° 472-2006, CONASEV Resolution No. 090-2005-EF-94.10 CONASEV Resolution No. 005-2006-EF-94 and CONASEV Resolution No. 016-2007-EF-94.10, or replacing regulation.

Place and date: ………………………. ………………. 20.......

Entity: ………………………………………………………………BIDDER

Name: ……………………………………………………………..(Legal Representaitve of BIDDER).

Signature: ………………………………………………………………..(Legal Representative of BIDDER).




ANNEX N° 4

Form 10: AFFIDAVIT OF EXPENSES AND MIGRATION COSTS

Reference: Section 7.1.7 of the BID TERMS

AFFIDAVIT

We hereby declare under oath that, [………….. (name of BIDDER)], [……………….(members of the consortium)]:

That, we are committed to jointly assume the activities, expenses and costs associated and resulting from the migration of holders of authorizations of television broadcasting in the Band 698-746 MHz to bands 470-608 MHz and 614-698 MHz, which authorization is in force on the closing date of the Band bid.

It should be mentioned, that we shall jointly assume the total amount of the indicated expenses and costs of migration and in equal parts among the awardees of the band; according to the provisions of Ministerial Resolution N° 337-2014 MTC/03 and amendments, if appropriate.

Place and date: San Isidro, ...... .................. 201…

Entity ...........................................................BIDDER


Signature ...........................................................Legal Representative of BIdder




ANNEX N° 5

Form 1: COMMITMENT OF INCORPORATION


AFFIDAVIT

Lima, ......... .......... 20…….





1.- That......................................... (name of each one of the members of the consortium) have been associated through a consortium to participate in this bid (in case of a consortium)

2.- That, we have signed a commitment of intention to incorporate us in a legal person (describe the shareholding of the members of the Concessionaire Corporation) with domicile in the Republic of Peru and a minimum share capital subscribed of ................... thousand dollars (US$ ............000.00), from which an amount not less than …………….. thousand dollars (US$ ........,000.00) should be paid in cash on the date of incorporation; and complete the................thousand dollars (US$ ………,000.00) at the end of............. concession year, according to the legal regulations in force.

3.- The legal person to be incorporated shall have the purpose of providing the telecommunications public services. In that sense, its corporate purpose will be that mentioned above.

4.- That if we are the awardees, we are committed to deliver the corresponding testimony of the public deed of incorporation of the Concessionaire Corporation with the corresponding certificate of its registration in the respective Office Registry, on the closing date indicated in the bid schedule.

In that sense, we know and accept that the non compliance of this commitment may taken into account to leave without effect the award granted in our favor.




Place and date: ........., .............. 20......

Entity ...............................................Bidder



Entity ...............................................Legal Representative of (Member 1)

Name ..................................................Legal Representative of (Member 1)

Signature ............................................................Legal Representative of (Member 1)


Name ................................................Legal Representative of (Member 2)

Signature ................................................Legal Representative of (Member 2)


Name ................................................Legal Representative of (Member 3)

Signature ................................................Legal Representative of (Member 3)




ANNEX N° 5

Form 2: FINANCIAL REQUIREMENTS– ENVELOPE Nº 1

Reference:Section 5.2. and 6.5 of the Bid Terms

MODEL OF LETTER OF PRESENTATION OF FINANCIAL INFORMATION FOR PRESHORTLISTING

Lima, ..................20…….



Bidder : ......................................... .....................................


According to the provision set forth in Section 5.2 of the Bid Terms, we hereby comply to submit our letter of presentation of financial information.

FINANCIAL REQUIREMENTS

Net Fixed Assets

Year Total in USDIn letters In numbers

20132014

Net Equity


20132014




Annual Sales of Telecommunication Services


20132014

To credit the values of Net Fixed Assets, Net Equity, Annual Sales of Telecommunication Services, the Bidders must submit the audited financial statements, or the Institutional Memory or the Declaration of Income Tax of the corresponding years.

In case the Bidder uses any of the financial requirements indicated above, of their parent company or related company, he must explain below the relation that causes the company to be a related company of the Bidder, shareholder or member of the Bidder.

……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

Cordially yours,

Signature: ____________________________Name: ____________________________


Name of Bidder:

Signature: ________________________________Name of legal representative of Operator: __________________Name of Operator: ________________________________

Place and date: ___________




ANNEX N° 5

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

Reference: Sections 1.4.37, 7.1.3 and 8.2 of the Bid Terms

Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of blocks of the 698-806MHz Band

Nationwide

Lima, ............. ............... 20......

Messrs.Agency for Promotion of Private Investment - ProInversiónPresent.-

Ref. : Letter of Guarantee No ..............................

Expiration: .................................


We hereby and upon request of our customers, Messrs........................................ .... constitute this jointly, irrevocable, unconditional bond automatically enforceable without benefit of excussio or division, up to the amount of .................... and 00/100 US American dollars (US $ ................ 000.00) in favor of ProInversión to guarantee the Validity, Effectiveness and Seriousness of the Technical Proposal and Economic Bid submitted by our customer according to the terms and conditions set forth in the Bid Terms of the Special Public Bidding to deliver the Sole Concession to provide telecommunications public services and allocation of blocks of the 698-806MHz Band nationwide.

Also, we record that this guarantee will be effective if our client is the awardee by the ProInversión Committee and does not meet the obligations under his charge for the closing date and in accordance with the above bidding schedule.

To honor this guarantee for you will suffice requirement by notarial channel through the Executive Director of ProInversión or the person who replaces him, and any delay on our part to honor it shall accrue an interest equivalent to the maximum rate LIBOR plus a spread of 3 % per annum.

The LIBOR rate will be that established by the daily Reuter Cable that is received in Lima at 11:00 a.m., should interests accrue since the date in which its compliance is required and until the effective payment date.

Our obligations under this bond will not be affected by any dispute between you and our clients.




The effectiveness term of this bond will begin on the date of submission of the Technical Proposal and Economic Proposal (Delivery of Envelopes N° 2 and N° 3) until..... ..................... ........

The terms in capital letters used in this bond shall have the same meaning that the terms defined in the Bid Terms.

Cordially yours,

Signature ...................................................

Name................................................

Entity .................................




ANNEX N° 5

Form 4: INFORMATION EFFECTIVENESS


AFFIDAVIT

Lima, ......... .......... 20…….





1. That the information, declarations, certification and, in general, all documents submitted in envelope No. 1 remain in force on this date and shall be in the same way until the closing date.

2. That we do not have, neither our main partners, direct or indirect participation in any other Bidder or member thereof, that submits Technical Proposal and Economic Proposal in this bid.

Place and date: ......., .................... 20......

Entity ..........................................................Bidder






ANNEX N° 5

Form 5: Corporation incorporated and domiciled in Peru


AFFIDAVIT

Lima, ......... ....... 20…….





1. That ____________ (indicate the name of Bidder) is a legal person incorporated and domiciled in Peru, which corporate purpose is the provision of telecommunications public services and has concession in force to provide telecommunications public services.

2. That, on the closing date, the share capital _____________ (indicate the name of Bidder) will be equal or higher than the minimum share capital established in the Bid Terms.

3. That the effectiveness of the company ___________ (indicate the name of Bidder) is not less than the effectiveness of the concession to be granted plus two years.

4. That, ______________ (indicate the name of Bidder) in case of being the awardee, he shall subscribe the concession contract.

Place and date: ........., ..... ......... 20......

Entity ...............................................Bidder





ANNEX N° 5


Reference: Sections 1.4.59 and 7.1.5. of the Bid Terms

AFFIDAVIT

Lima, ......... ....... 20…….




In relation to the bid indicated in the reference, we declare under oath that, if we are the awardees we are committed to comply the Coverage Plan indicated in the Bid Terms for block A.

This document is subscribed as an irrevocable and unconditional affidavit.

We also declare that our Technical Proposal shall keep its effectiveness until one hundred and twenty (120) calendar days after the act of reception of opening the envelopes N° 2 and N° 3 and granting of the award, and we are committed to extend it compulsorily if the Proinversión Committee provides it.

Bidder:………………………………………..Name

Name: ………………………………………Legal Representative of Bidder

Signature: ………………………………………..Legal Representative of Bidder




ANNEX N° 5


Reference: Section 1.3.3, and 7.1.5 of the Bid Terms

AFFIDAVIT

Lima, ......... .......... 20…….




In relation to the bid indicated in the reference, we declare under oath that, if we are the awardees we are committed to comply the Coverage Plan indicated in the Bid Terms for block B.



Bidder:………………………………………..Name






ANNEX N° 5


Reference: Section 7.1.5. of the Bid Terms

AFFIDAVIT

Lima, ......... ........ 20…….




In relation to the bid indicated in the reference, we declare under oath that, if we are the awardees we are committed to comply the Coverage Plan indicated in the Bid Terms for block C.



Bidder:………………………………………..Name






ANNEX N° 6

ECONOMIC PROPOSALS

Reference: 7.2 and 9.4 of the Bid Terms

(It shall be communicated by Circular)




ANNEX Nº 7

MODEL OF LETTER OF GUARANTEE CHALLENGING THE AWARD

Reference: Section 11.2 of the Bid Terms

Special Public Bid to deliver the Sole Concession for the Provision of Telecommunications Public Services and Allocation of Blocks of 698-806MHz Band

Nationwide

Lima, ...........................................

Messrs. Agency for Promotion of Private Investment - ProInversiónPresent.-

Ref. : Special Public bid to deliver Sole Concession for the Provision of Telecommunications Public Services and Allocation of Blocks of 698-806MHz Band nationwide

Letter of Guarantee N° ..............................Expiration: ....................................


We hereby and upon request of our customers, Messrs........................................ .... constitute this jointly, irrevocable, unconditional bond automatically enforceable without benefit of excussio or division, up to the amount of .................... and 00/100 US American dollars (US $ ................ 000.00) in favor of ProInversión to guarantee the our clients payment of this amount in any of the assumptions indicated in the forth paragraph of this letter of guarantee.

This bond shall have an effectiveness term of sixty (60) business days counted since the submission of challenge; and will be effective in case the challenge submitted is declared unfounded and inadmissible by the Board of Directors of ProInversión.

It shall be understood that this bond will be executed by ProInversión according to the provisions of Article 1898 of the Peruvian Civil Code.

It expressly agreed that to proceed to honor this bond, it is sufficient a simple request made through a notary public in our offices located at the address indicated lines below, and in which is expressed that the challenge filed against the award in the Special Public Bid to deliver the Sole Concession to provide public telecommunications services and allocation of blocks of the 698-806MHz Band nationwide, has been declared unfounded or inadmissible by the Board of ProInversion; or, having obtained resolution to this effect from the ProInversión Committee, it was not appealed.




We promise to pay the full amount of the bond within a maximum period of 24 hours, counted from the date of receipt of the notarized letter of formal notice.

Any delay on our part in honoring it shall give rise to the payment of compensatory interests for you to be calculated on the one-year LIBOR rate plus a spread of 3.0% per year. LIBOR rate will be established by the daily Reuter Cable received in Lima at 11:00 am, interest shall accrue from the date on which it demanded the honoring of this guarantee.

Cordially yours,

_______________SIGNATURE AND SEAL

Name of the bank that issues the guarantee:

Bank address:




ANNEX N° 8

GUIDE FOR USERS OF DATA ROOM

Reference: Section 3.2.1.2 of the Bid Terms


Nationwide

I. AVAILABILITY

1. Authorized Users

Users authorized to access the Data Room are those representatives of companies who have acquired the Bid Terms and have been properly introduced and identified, to the administration of the Data Room, with properly filled out forms.

2. Capacity and services

Data Room will have two meeting rooms with a maximum capacity for the attention of 5 people simultaneously in each one. Users, apart from all available documentation, will have facilities to access printers, photocopier, telephone, fax and other services to facilitate their work.

3. Hours of operation

The hours of operation of Data Room shall be from 9:00 a.m. to 12:30 m and from 14:00 to 17:00 p.m., from Monday to Friday.

4. Procedure for attention

The Acquirer or Bidder wishing to make use of the Data Room must sign a Non Disclosure Agreement and submit his application using the appropriate form, indicating his preferences of hours, time that will be used and the persons who will attend. The coordination of the Data Room will respond to the request according to its availability and to a criterion of fairness and balance.

All documents and services will be required by the appropriate forms and coordination of Data Room.

II. SERVICES PROVIDED

Using the Data Room is free but the cost of the various services photocopying, printing, binding, recording files on floppy disks, phone, fax, refreshments will be charged, etc. Additional services such as blueprints copies, scanned images, use of Internet and others may eventually be rendered provided they




would have been requested well in advance and will also be charged according to their cost, which will be previously informed by the coordination of Data Room.

III. FORMS TO BE USED IN DATA ROOM

Form 1 has been included in this Annex (IDENTIFICATION OF AUTHORIZED PERSONS TO USE THE DATA ROOM) and its Appendix 1 (TABLE DATA AND STAY). These forms must be submitted before the first full day of use of the Data Room, via fax or email, by the representatives of the Bidder, this is a prerequisite for them to access the information in the Data Room . It is based on the information provided in this format that the schedules and reservations for use of Data Room will be developed.

Also is included in this Annex, the following documents:

- Form 2 (REQUEST OF MULTIPLE SERVICES), will be used for services that Bidders may require.

- Form 3 (REQUEST OF TECHNICAL INQUIRIES), shall serve for Bidders can make inquiries in writing to the technicians in charge of the different issues of the process.




ANNEX N° 8

Form 1

IDENTIFICATION OF PERSONS AUTHORIZED TO USE THE DATA ROOM

Lima, .................. 20…….




I, .................... (Name of authorized agent), in representation of.......................... (name of Bidder) request you to make use of Data Room, during the period of the program of visits that is proposed and for persons that are indicated in the table of Appendix 1.

Regarding the procedures for the use of Data Room, we declare to have taken knowledge of the procedures that are included in the Guide for Users of Data Room – Annex N° 8 of the Bid Terms.

Equally, we declare to know that the information of Data Room is strictly confidential, and are committed to provide the referred treatment.

Cordially yours.

[NAME OF BIDDER]

____________________ __________________Signature Of Authorized Agent Identification Document

_____________________




ANNEX N° 8

Form 1 – Appendix 1

TABLE OF DATA AND STAY IN DATA ROOM

N° Names and Surnames

Identification Document Nationality Stay period (Indicate date)

1234567891011121314151617181920




ANNEX N° 8

Form 2

REQUEST OF MULTIPLE SERVICES OF DATA ROOM

Date of Request

Applicant

User

Ref. Number Description of Service Number of

Units Quantity

1.2.3.4.5.6.7.8.9.

10.11.12.13.14.15.

Delivery date




ANNEX N° 8

Form 3

REQUEST OF TECHNICAL INQUIRIES OF DATA ROOM

Date

Data of Applicant

Company:

Name of Applicant:

Position:




ANNEX Nº 9

MODEL OF LETTER OF GUARANTEE OF FAITHFUL COMPLIANCE OF THE CONCESSION CONTRACT



Nationwide

Lima, ……............. 20.......

Messrs.MINISTRY OF TRANSPORTATION AND COMMUNICATIONS Jr. Zorritos 1203, Cercado de LimaPresent.-

Ref.: Letter of Guarantee No…………..Expiration:......................


We hereby and upon request of our customers, Messrs......................... (name of legal person) (hereinafter "the Concessionaire") constitute this joint and several, irrevocable, unconditional bond automatically enforceable without benefit of excussio or division, up to the amount of ......... ..................................... in favor of the Ministry of Transportation and Communications to ensure correct and timely performance of each and every one of the obligations of the Concessionaire arising from the conclusion of the Single Concession Agreement for the Provision of Public Telecommunications Services and Allocation of 698-806MHz band nationwide (hereinafter "the Contract ") .

This bond shall also guarantee the correct and timely compliance of the obligations in charge of the Concessionaire established under the provisions contained in the Consolidated Text of provisions with force of law that regulate the delivery in concession to the private sector of public works of infrastructure and public services approved by Supreme Decree No. 059-96-PCM.

To honor this bond in your favor shall be enough written requirement of the MINISTRY OF TRANSPORTATION AND COMMUNICATIONS by notary channel. The payment will be made within 24 hours following the requirement in our offices located at ………………………….

Any delay on our part to honor it shall accrue an interest equivalent to the maximum LIBOR rate plus a spread of 3% annual. LIBOR rate will be established by the daily Reuter Cable received in Lima at 11:00 am and Interest shall accrue from the date of the request to honor until the effective payment date.




Our obligations under this bond will not be affected by any dispute between you and our clients.

This bond will be in force since..... ............... 20…..., until..... ....... l 20......., inclusive.

Cordially yours,

Signature ………………………..Name ……………………….Entity ……………………….




ANNEX N° 10

Ref. Section 1.8. of the Bid Terms BID SCHEDULE


Nationwide

A C T I V I TY DATES

P A R T I C I P A TION OF BIDDERS

Payment for Participation FeeUntil one (01) day before the culmination of

the maximum term of submission of Envelopes N° 1

Visit to Data RoomUntil one day before the Public Act of

Reception and Opening of Envelopes N° 2 and N° 3 and Award

CALL August 13, 2015

BID TERMS

Publication of Bid Terms 13 de agosto de 2015

Reception of inquiries, suggestions and comments to the Bid Terms by the Bidders Until September 11, 2015

Reply of the PRO CONECTIVIDAD Committee to the inquiries, suggestions and comments delivered by Bidders Until October 7, 2015

Publication of Base Price and auction mechanism Shall be communicated by circular

C O N T R A C T

Publication of the first version of the concession contract Until August 17, 2015

Reception of inquiries, suggestions and comments to the first version of the concession contract Until September 9, 2015

Approval of the final version of the concession contract by the Steering Council Until December 9, 2015

Publication and delivery to Preshortlisted Bidders of the final version of the concession contract

One day after the approval of the final version by the Steering Council of

ProInversiónSUBMISSION OF ENVELOPES

N° 1, N° 2 and N° 3 andA WARD (*)




Submission of envelopes N° 1 for Preshortlisting of Bidders Until October 19, 2015Anuncio de Postores Precalificados Until November 3, 2015Reception and Opening of Envelopes N° 2 and N° 3 and granting the award Shall be communicated by circular

Closing Date Until 10 business days after granting the award

(*) The public acto f reception and opening of envelopes N° 2 and N° 3 and granting of the award will be made in Room N° 1 floor 9 of ProInversión, located in the building of PETROPERU, at Av. Enrique Canaval Moreyra N° 150, San Isidro, Lima.




ANNEX N° 11

GOALS OF USE OF RADIO ELECTRIC SPECTRUM


Special Public Bid to deliver the Sole Concessions for the Provisions of Telecommunications Public Services and Allocation of Blocks of 698-806MHz Band

Nationwide

The Concessionaire Corporation shall submit the format corresponding to the Telecommunications Public Services it will provide according to its Coverage Plan:

TELECOMMUNICATIONS PUBLIC SERVICE

a) Band of Operation

Range Tx. (___Hz) fo the E. Base Rangg Rx. (__Hz) of the E. Base

b) Bandwidth of Radio Electric Channel: ___________ Hz.

c) Traffic expressed in:

CITY 1° Year 2 Year 3 Year 4°Year N°Year__ bps /__ Hz.

* Traffic indicators are referred to any element (cell, etc.) that handles traffic in the concession area.

d) Bandwidth per year:

CITY 1°Year 2 Year 3 Year 4° Year N°Year

Note: Enclose the technical support of the indicated quantities.




ANEXO Nº 12

MODELO DE DECLARACIÓN JURADAMECANISMO DE SIMPLIFICACIÓN EN LA PRESENTACIÓN DE

DOCUMENTACIÓN REQUERIDA EN LOS SOBRES DE PRECALIFICACIÓN

Referencia: Numeral 5.4.2.2 de las Bases de la Licitación

DECLARACIÓN JURADA

Lima, ................... 20…….




We hereby declare under oath that the documentation submitted in _________________ (indicate the process in which participated the Bidder)* for the purpose of obtaining our prequalification as Bidder (or as member of a consortium), on the date of this subscription remains fully in force, having not produced variations.

The referred documentation is the following:

1. (list)2.3.

Cordially yours,

_______________(name of bidder)

________________________ ________________________(name of legal representative) (signature of legal representative)

* Indicate the process, carried out by ProInversión during the last two (2) years on the date of submission of preshortlisting documents to this bid, in which the Bidder participated.




ANNEX N° 13

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


AFFIDAVIT

Lima, ......... .......... 20…….




We hereby declare under oath that, [.......................................... (name of Concessionaire Corporation)] and [........................ (name of main Partners)]:

a. Do not have impediment, disqualification or restriction to hire with the State of the Republic of Peru, with ProInversión, or with any other entity of the State.

b. Do not have impediments nor restrictions by contractual, judicial or legislative channel to assume and comply the obligations resulting from these Bid Terms, of our Economic Proposal, the concession contract and, in general, any obligation resulting from the bid.

Place and date: ........ , ..... ........ 20……

Entity ...........................................................Concessionaire Corporation

Name .............................................................Legal Representative of Main Partner

Signature ............................................................Legal Representative of Main Partner




ANNEX N° 14

COVERAGE PLAN

Reference: Sections 1.2.2 of the Bid Terms and 1.3.3.

Special Public Bid to deliver the Sole Concessions for the Provision of Telecommunications Public Services and Allocation of Blocks of 698-806MHz Band

Nationwide

A. Obligations of Geographical Coverage

The awardee of any block of the 698-806MHz Band, must install the necessary infrastructure to enable it to provide Internet access of mobile broadband of the Personal Communications Service, meeting with technology deployment indicated in Section 1.3.2, also it must start commercial operations in the populated centers within the time listed below:

First group of Populated Centers Locations

In populated centers comprised in Appendix N° 1: “List of Populated Centers on the first year”.

The term for the commercial provision of services culminates the first calendar year counted since the date of commencement of operations.

Second group of Populated Centers

In the populated centers comprised in Appendix N° 2: “List of Populated Centers on the third year”.

The deadline for the commercial provision of services in these population centers culminates the third calendar year from the date of approval of the Technical Project by the MTC, provided that a POP or node of optical fiber RDNFO exists within no more than 60 kms and it has begun commercial operations at least six (6) months before the expiration of the period indicated above; or failing that, this obligation must be fulfilled at most after six (6) months from the start of commercial operations of the referred POP of optical fiber of the RDNFO.In any case, the deadline for the commercial provision of services expires after the fifth calendar year counted since the date of commencement of operations.

Third group of Populated Centers

In the populated centers comprised in Appendix N° 3: “List of populated centers on the fifth year”.




The deadline for the commercial provision of services completes the fifth calendar year from the date of approval of the Technical Project by the MTC, provided there is a POP or node of optical fiber RDNFO within no more than 60 km that has begun commercial operations at least six (6) months prior to the deadline indicated above, or failing that, this obligation must be fulfilled maximum after six (6) months from the start of commercial operations of the referred POP of optical fiber.

In any case, the deadline for the commercial provision of services completes the seventh calendar year from the date of commencement of operations.

Schedule

The awardee, shall submit in his profile of Technical Project an annual Schedule that shows the quantity of populated centers listed in Appendix N° 1, Appendix N° 2 and Appendix N° 3, that will have the required coverage at the end of the established terms.

Populated Centers Year 1

Year 2 Year 3 Year 4 Year 5

Number of Populated Centers

Accumulated




Appendix No° 1

Listo f Populated Centers on the first year

N°

Geographical Location

CodeRegion Province District Populated

Center

1 401280002 AREQUIPA AREQUIPA YURA CONO NORTE

2 1006040001 HUANUCO LEONCIO PRADO

JOSE CRESPO Y CASTILLO AUCAYACU

3 1101080001 ICA ICA SALAS GUADALUPE

4 1103040001 ICA NAZCA MARCONA SAN JUAN

5 1105080001 ICA PISCO TUPAC AMARU INCA TUPAC AMARU

6 1201190001 JUNIN HUANCAYO HUANCAN HUANCAN

7 1202010001 JUNIN CONCEPCIÓN CONCEPCIÓN CONCEPCIÓN

8 1208080001 JUNIN YAULI SANTA ROSA DE SACCO

SANTA ROSA DE SACCO

9 1209010001 JUNIN CHUPACA CHUPACA CHUPACA

10 1302070005 LA LIBERTAD ASCOPE SANTIAGO DE CAO CARTAVIO

11 1306010001 LA LIBERTAD OTUZCO OTUZCO OTUZCO

12 1307010001 LA LIBERTAD PACASMAYO SAN PEDRO DE LLOC SAN PEDRO DE LLOC

13 1312020001 LA LIBERTAD VIRU CHAO CHAO

14 1401140001 LAMBAYEQUE CHICLAYO SANTA ROSA SANTA ROSA

15 1501240001 LIMA LIMA PUCUSANA PUCUSANA

16 1502030001 LIMA BARRANCA PATIVILCA PATIVILCA

17 1502040001 LIMA BARRANCA SUPE SUPE

18 1502050001 LIMA BARRANCA SUPE PUERTO SUPE PUERTO

19 2001090001 PIURA PIURA LA ARENA LA ARENA

20 2006070001 PIURA SULLANA QUERECOTILLO QUERECOTILLO

21 2007030001 PIURA TALARA LA BREA NEGRITOS

22 2104020001 PUNO CHUCUITO DESAGUADERO DESAGUADERO

23 2113010001 PUNO YUNGUYO YUNGUYO YUNGUYO

24 2503010001 UCAYALI PADRE ABAD PADRE ABAD AGUAYTIA




Appendix N° 2

List of Populated Centers on the third year N°

Geographical Location

CodeRegion Province District Populated Center

1 218010049 ANCASH SANTA CHIMBOTE CAMBIO PUENTE

2 401050001 AREQUIPA AREQUIPA CHARACATO CHARACATO

3 401220010 AREQUIPA AREQUIPA SOCABAYA HORACIO ZEBALLOS GAMEZ

4 402080001 AREQUIPA CAMANA SAMUEL PASTOR LA PAMPA

5 405010001 AREQUIPA CAYLLOMA CHIVAY CHIVAY

6 407060001 AREQUIPA ISLAY PUNTA DE BOMBON PUNTA DE BOMBON

7 608010003 CAJAMARCA JAEN JAEN FILA ALTA

8 610010001 CAJAMARCA SAN MARCOS PEDRO GÁLVEZ SAN MARCOS

9 803010001 CUSCO ANTA ANTA ANTA

10 804010001 CUSCO CALCA CALCA CALCA

11 812010001 CUSCO QUISPICANCHI URCOS URCOS

12 902010001 HUANCAVELICA ACOBAMBA ACOBAMBA ACOBAMBA

13 902060001 HUANCAVELICA ACOBAMBA PAUCARÁ PAUCARA

14 903010001 HUANCAVELICA ANGARAES LIRCAY LIRCAY

15 907010001 HUANCAVELICA TAYACAJA PAMPAS PAMPAS

16 1002010001 HUANUCO AMBO AMBO AMBO

17 1101100043 ICA ICA SAN JUAN BAUTISTA

FONAVI (LA ANGOSTURA)

18 1101110001 ICA ICA SANTIAGO SANTIAGO

19 1102040001 ICA CHINCHA CHINCHA BAJA CHINCHA BAJA

20 1102110001 ICA CHINCHA TAMBO DE MORA TAMBO DE MORA

21 1104010001 ICA PALPA PALPA PALPA

22 1201290001 JUNIN HUANCAYO SAN AGUSTIN SAN AGUSTIN

23 1201300001 JUNIN HUANCAYOSAN JERONIMO DE TUNAN

SAN JERONIMO DE TUNAN

24 1201340001 JUNIN HUANCAYO SICAYA SICAYA

25 1203020101 JUNIN CHANCHAMAYO PERENE SANTA ROSA

26 1204340001 JUNIN JAUJA YAUYOS YAUYOS

27 1205010001 JUNIN JUNIN JUNIN JUNIN

28 1205020001 JUNIN JUNIN CARHUAMAYO CARHUAMAYO

29 1206040001 JUNIN SATIPO MAZAMARI MAZAMARI

30 1301040001 LA LIBERTAD TRUJILLO HUANCHACO HUANCHACO

31 1301040009 LA LIBERTAD TRUJILLO HUANCHACO HUANCHAQUITO ALTO

32 1301070046 LA LIBERTAD TRUJILLO MOCHE MIRAMAR

33 1301090001 LA LIBERTAD TRUJILLO SALAVERRY SALAVERRY




34 1302010001 LA LIBERTAD ASCOPE ASCOPE ASCOPE

35 1302080024 LA LIBERTAD ASCOPE CASA GRANDE ROMA

36 1304020019 LA LIBERTAD CHEPEN PACANGA PACANGUILLA

37 1311010001 LA LIBERTAD GRAN CHIMU CASCAS CASCAS

38 1312010001 LA LIBERTAD VIRU VIRU VIRU

39 1312010024 LA LIBERTAD VIRU VIRU VICTOR RAUL

40 1312010032 LA LIBERTAD VIRU VIRU PUENTE VIRU

41 1401030001 LAMBAYEQUE CHICLAYO ETEN ETEN

42 1401120008 LAMBAYEQUE CHICLAYO PIMENTEL LA PRADERA

43 1401130001 LAMBAYEQUE CHICLAYO REQUE REQUE

44 1403040001 LAMBAYEQUE LAMBAYEQUE JAYANCA JAYANCA

45 1403120001 LAMBAYEQUE LAMBAYEQUE TUCUME TUCUME

46 1505100001 LIMA CAÑETE NUEVO IMPERIAL NUEVO IMPERIAL

47 1505120001 LIMA CAÑETE QUILMANA QUILMANA

48 1505140001 LIMA CAÑETE SAN LUIS SAN LUIS

49 1506050004 LIMA HUARAL CHANCAY PAMPA LIBRE

50 1507280001 LIMA HUAROCHIRI SANTA EULALIA SANTA EULALIA

51 1508120012 LIMA HUAURA VEGUETA MEDIO MUNDO

52 1803030001 MOQUEGUA ILO PACOCHA PUEBLO NUEVO

53 1901040001 PASCO PASCO HUAYLLAY HUAYLLAY

54 1903010001 PASCO OXAPAMPA OXAPAMPA OXAPAMPA

55 2001050002 PIURA PIURA CATACAOSLA LEGUA-SAN JACINTO (LA LEGUA)

56 2001070001 PIURA PIURA CURA MORI CUCUNGARA

57 2001110001 PIURA PIURA LAS LOMAS LAS LOMAS

58 2002010001 PIURA AYABACA AYABACA AYABACA

59 2004040001 PIURA MORROPON LA MATANZA LA MATANZA

60 2004050001 PIURA MORROPON MORROPON MORROPON

61 2005040001 PIURA PAITA COLANSAN LUCAS (PUEBLO NUEVO DE COLAN)

62 2103010001 PUNO CARABAYA MACUSANI MACUSANI

63 2104010001 PUNO CHUCUITO JULI JULI

64 2110020003 PUNO SAN ANTONIO DE PUTINA ANANEA

LA RINCONADA ANA MARIA (LA RINCONADA)

65 2205010001 SAN MARTIN LAMAS LAMAS LAMAS

66 2205100001 SAN MARTIN LAMAS TABALOSOS TABALOSOS

67 2501020001 UCAYALI CORONEL PORTILLO CAMPOVERDE CAMPOVERDE

68 1703010001 MADRE DE DIOS TAHUAMANU IÑAPARI IÑAPARI

Appendix N°3




List of Populated Centers on the fifth year


N°

Geographical Location Code Region Province District Populated

Center

1 506010001 AYACUCHO LUCANAS PUQUIO PUQUIO

2 507010001 AYACUCHO PARINACOCHAS CORACORA CORACORA

3 602010001 CAJAMARCA CAJABAMBA CAJABAMBA CAJABAMBA

4 609010001 CAJAMARCA SAN IGNACIO SAN IGNACIO SAN IGNACIO

5 807010001 CUSCO CHUMBIVILCAS SANTO TOMAS SANTO TOMAS

6 1401160001 LAMBAYEQUE CHICLAYO CAYALTI CAYALTI

7 1403110001 LAMBAYEQUE LAMBAYEQUE SAN JOSE SAN JOSE

8 1509010001 LIMA OYON OYON OYON

9 1903070001 PASCO OXAPAMPA VILLA RICA VILLA RICA

10 2106010001 PUNO HUANCANE HUANCANE HUANCANE

11 2110010001 PUNO SAN ANTONIO DE PUTINA PUTINA PUTINA

12 2201050001 SAN MARTIN MOYOBAMBA SORITOR SORITOR

13 2202010001 SAN MARTIN BELLAVISTA BELLAVISTA BELLAVISTA



ANNEX N° 15

Reference: Section 3.3 of the Bid Terms

FORM OF REQUESTED MEETINGS AND MADE WITH BIDDERS

Date: _______________

I. AGENDA:

II. OBSERVATIONS:

III. ATTENDEES:

Name Institution Signature

1.

2.

3.

4.




Name Institution Signature

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.




ANNEX N° 16

FORM OF AUCTION SCHEME

Reference: Sections 9.4.2 of the Bid Terms

(Shall be communicated by circular)




ANNEX N° 17

MODEL OF LETTER OF GUARANTEE OF COMPLIANCE OF MIGRATION ACTIVITIES OF HOLDERS OF AUTHORIZATIONS OF TELEVISION BROADCASTING IN THE BAND 698 – 746 MHz TO BANDS 470-608 AND 614-698 MHz

Reference: Sections 1.2.4 and 13.4.11 of the Bid Terms


nationwide

Lima, …….......... 20.......

Messrs.MINISTRY OF TRANSPORTATION AND COMMUNICATIONS Jr. Zorritos 1203, Cercado de LimaPresent.-

Ref.: Letter Of Guarantee No…………..Expiration:......................


We hereby and upon request of our customers, Messrs......................... (name of legal person) (hereinafter "the Concessionaire") constitute this joint and several, irrevocable, unconditional and automatically enforceable bond, without benefit of excussio or division, up to the amount of ......... ..................................... in favor of the MINISTRY OF TRANSPORTATION AND COMMUNICATIONS to ensure correct and timely implementation of the activities to make the migration of holders of the authorizations of television broadcasting in the band 698-746 MHz to the bands 470-608 MHz and 614-698 MHz, derived from the conclusion of the Single Concession Contract for the Provision of Telecommunications Public Services and Allocation of the 698-806MHz band nationwide (hereinafter "the contract").

To honor this guarantee in your favor, it will suffice a written request of the Ministry of Transportation and Communications through a notary public. The payment will be paid within the next 24 hours following to you requirement in our offices located at...............................

Any delay on our part to honor it shall accrue an interest equivalent to the LIBOR rate plus a spread of 3% annual. LIBOR rate will be established by the daily Reuter Cable received in Lima at 11:00 am and interest shall accrue from the date of the request to honor until the effective payment date.




Our obligations under this bond shall not be affected by any dispute between you and our clients.

This bond will be in force since..... ............... 20…..., until..... ....... 20......., inclusive.

Cordially yours,

Signature ………………………..Name ……………………….Entity ……………………….




ANNEX N° 18

GUIDELINES FOR THE TRUST ADMINISTRATION INCORPORATION FOR THE MIGRATION OF HODLERS OF AUTHORIZATIONS TO PROVIDE BROADCASTING

SERVICES IN THE BAND





ANNEX N° 19

SPECIFIC AND ADDITIONAL OBLIGATIONS

Reference: Sections 1.2.7 of the BId Terms

