Appendix

Angolan Public Procurement Law

1.

Your letter of 12 December 2019 refers on more than one occasion to a public
contract having been awarded without a public tender. In this respect, our
client would note that Angolan Public Procurement Law no. 20/10, of 7
September 2010, states that public tender is not always required or applicable
to all public contracts. Under this provision, the main methods of awarding
such contracts are direct contracts or tenders.

The government contracting authority selects the type of contract award
procedure it should legally apply direct or tender based on the speci?c
nature of the contract, its amount and category, or according to conditions
established by existing multilateral country agreements.

Unitel SA.

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The Unitel Board of Directors and Unitel shareholders including the approval
vote of Sonangol/Mercury approved Unitel?s loans to Unitel International
Holdings Ms dos Santos is, indirectly, one of four minority Unitel
shareholders, each of whom holds an equal stake in the company. Any
allegation that the loans amounted to ?looting? of public money is false, as
Unitel is privately funded and does not have recourse to public funds.

It has been established, in the context of ICC Arbitration proceedings, that the
loans to UIH served an important ?nancial purpose for Unitel, because Unitel
used them to hedge against devaluation of Angolan Kwanza, which is
frequently subject to sudden and signi?cant changes in value. Kwanza is
strictly regulated by the Central Bank of Angola (Banco Nacional de Angola).

Ms de Santos never attempted to cancel the loans. Indeed, UIH is current on
its interest payment.

An ICC Arbitration found no damage in respect to these loan transactions.

Tokeyna is wholly owned (100%) by Unitel and is not controlled by Ms dos
Santos. Tokeyna has generated zero losses to Unitel.

Unitel had a 49% stake in Banco de Formento Angola and acquired a
further 2% of BFA, raising the total stake to 51% (with approval from Unitel?s
Board of Directors).

In 2000, Unitel?s telecom License was issued a second license, to compete
with the existing operator Movicel, which had been set up in 1991. Unitel?s
License was issued in 2000 for a period of 15 years, and the concession
expired 2016. A public tender was undertaken in 2017 under president
Lourenco and three companies were awarded telecom licenses. Among these,
Unitel was awarded a new telecom operator License.

Ms dos Santos notes that Movicel?s telecom License, issued in 1991, and
AngoOrascom?s telecom license, issued in 2019 by Presidential decree, have
equally been awarded with no public tender.

Unitel is the leading telecom network in Angola, with an investment of over
USD 5 billion in the network and equipment. Its investment derives entirely
from company revenues and private or commercial bank loans, not from
government or public funds. It has over 3,000 direct employees, and more than

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200,000 indirect jobs. It remains a large taxpayer in Angola, and runs several
social responsibility programs amounting to tens of millions of dollars.

Sonangol E.dos Santos notes that it was widely reported, and acknowledged, that in
2015 Sonangol was close to bankruptcy, with a nearly USD 20 billion of debt,
and the company was in default on its loans. Sonangol?s business model and
management had failed, and the company had lost its ability to function

property.

The inadequacies of Sonangol?s business model became apparent, and
exacerbated, by the drastic and prolonged fall in global oil prices from 2014.
Oil prices fell from USD 104 in June 2014, to USD 58 in February 2015.

The Angolan Government therefore established a Commission for
Restructuring of the Oil and Gas Sector, comprising senior members of
government including the Minister of State for Civil House, Mr Edeltrudes
Costa, who currently serves as President Joao Lourenco?s Chief of Staff - to
develop a plan to restructure the country?s oil and gas industry, and in
particular Sonangol.

In this context, Wise Intelligence Solution a consultancy ?rm within
Ms dos Santos?s business group, was invited by the Commission for
Restructuring of the Oil and Gas Sector to act as the leading consultant ?rm
and project coordinator, responsible for delivering a plan and strategy for oil
sector restructuring. In late 2015, the Ministry of Finance signed a contract with
Wise. Ms dos Santos understands that the government, including the current
President's Chief of Staff and the then Minister of Finance, sought her
involvement because she is one of very few Angolans with substantial
international business experience. Wise had suf?cient human resources and
technical expertise to deliver the project in a timely manner, and did so by
delivering the plan to the Ministry of Finance in March 2015, as per contract.

Ms dos Santos notes that at the request of the Angolan government, and with
the knowledge and authorisation of the Angolan government entities, Wise
established a preliminary multidisciplinary task force with other consultancy
?rms, such as Boston Consulting Group, and legal advisors Viera De
Almeida, to work on a preparing a formal strategy to the Angolan Government.
Wise advisors developed a comprehensive restructuring plan and delivered
their proposals to the Commission across early 2016.

The Commission approved the restructuring plan. From around March 2016,
the current President?s Chief of Staff and then Minister of Finance (who
remained in that role until very recently), repeatedly invited Ms dos Santos to
serve as Chairman of Sonangol in order to execute that restructuring plan. Ms
dos Santos would emphasise that she did not seek the
Chairmanship. However she accepted the invitation of the Commission, after
initially refusing.

During her tenure, Ms dos Santos led Sonangol, implemented debt
restructuring, implemented contract cost saving of 40%, conducted several
renegotiations with International Oil Companies and partners, sought new
?nancing arrangements, and avoided Sonangol?s default on its debt
obligations.

As regards the company Matter Business Solutions (?Matter?), after Ms dos
Santos assumed the Chairmanship of Sonangol, the Board of Directors
approved the transfer of Wise?s consulting contract to lronsea Consulting
DMCC (?lronsea?) (later renamed Matter), a consulting ?rm with capabilities
and knowledge of the Angolan market. Ms dos Santos notes that it was

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considered important to ensure the smooth continuity in the provision of the
services and coordination of team of consultants, and to guarantee the
availability of the same consultancy team. Matter therefore took over Wise?s
contractual obligation, by way of an assignment formally discussed and
approved by Sonangol?s Board of Directors. Ms Dos Santos did not exercise
her voting rights in respect of that assignment, abstaining from her vote to
ensure no con?ict of interest and no related party decision was being made by
her.

Ms dos Santos wishes to emphasise that neither Matter nor Ironsea were or
are owned by her or her husband.

She further notes that the total cost of the restructuring project over a period of
18 months, covering the cost of all consultants, from June 2016 to November
2017, was around USD 115 million.

During Ms dos Santos?s tenure, Sonangol's costs of consultants were
signi?cantly reduced, such costs being USD 79.7 million for the year 2016 and
USD 90 million for the year 2017 respectively, in comparison with such costs
for the years 2014 (USD 256.6 million) and 2015 (USD 114.2 million).

Ms dos Santos notes that by June 2017, a large unsettled consultancy bill
remained, creating an imminent threat that the restructuring programme would
come to a halt. In order to settle the outstanding invoices, a number of
payments began to occur between June and November 2017, with the ?nal
payment occurring by 15 November 2017. Instructions for payment of USD 38
million a few days prior to the Board?s dismissal related to invoices received,
for services that had already been provided and delivered by consultants in
accordance with contract.

In November 2017, President Lourenco terminated Ms dos Santos?s
Chairmanship of Sonangol, and dismissed all the Board of Directors of
Sonangol, without any proper explanation.

The key elements of the restructuring plan are still being implemented by the
current government.

Luanda Master Plan

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The Luanda Master Plan won the award for Outstanding International
Masterplanning Project category at the British Expertise International Awards
2016 mal - lan- ro'ect-wins-


Edeltrudes da Costa, Minister of State and Head of Civil House, on December
2015 in introductory note said:

am delighted with the Master Plan of Luanda that de?nes, through a guiding
and disciplinary perspective, the necessary strategies to structure the territorial
space, preserve the environment, enrich the cultural heritage and, above all,
improve the population?s quality of life within the Province of Luanda. I
recognise that all this was only possible thanks to the global approach and
vision on geographic, social, economic, cultural and heritage characteristics
that has been taken into due account by all those who have participated in the
study and elaboration of the The success of its implementation now
depends on our commitment, dedication and capacity to mobilise local
communities who will be the main bene?ciaries of 

With the input of multiple global advisory firms and partnering with Broadway
Malyan, a global architecture, urbanism and design ?rm based in the United
Kingdom, Urbinveste SA, an Angolan engineering company, helped prepare

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the master plan for Luanda (also called the Plano Director Geral Metropolitano
de Luanda The roles of the different parties involved in delivering
the Luanda Masterplan 2030 were:

COMISSAO INTERMINISTERIAL - A Inter-ministerial Commission,
combining key representatives from each Ministry has been established to help
support and deliver a co-ordinated City strategy;

IPGUL - Institute of Management and Urban Planning;

URBINVESTE - Project Representative, Local Co-ordination, Government 
Stakeholder Liaison, Legal Advice, General Local Project Support;

BROADWAY MALYAN - Project Technical Co-ordination Leadership,
Review of Planning Development Context, Development of City Vision,
Development Scenarios; Preferred and Final City Strategy;

DELOITTE - Review and Analysis of Socio-Economic Context, Economic
Scenario Testing, Development of co-ordinated Economic Strategy and
Financial Plan;

AURECON - Review and Analysis of Infrastructure Context, Development of
Co-ordinated Infrastructure, Development Strategies Policy (energy, water,
waste, communications etc) development of 

MIC Mobility In Chain, Italian ?rm - Review and Analysis of Transport
Context, Scenario Testing, Development of Co-ordinated Transport Strategies
and Policy (Public transport and transit and general mobility);

UNL Universidade Nova de Lisboa, Review and Analysis of Environmental
and Social Context, Scenario Testing, Development of Co-ordinated
Environmental, Social, Housing Community Development Strategies 
Policies.

Terms of reference were issued by GPL (Luanda Province Government) and
IPGUL (Institute of Urban Planning of Luanda in 2009, and a public tender
took place in July 2010 took place, ?ve companies run, and 3 submitted ?nal
proposals Scott Wilson, Atkins, Broadway Malyan.

Broadway Malyan won the project through a public tender in 2013 and locally
partnered with Urbinveste S.A. (?Urbinveste?) an engineering and project
management ?rm, one of Ms dos Santos?s companies.

The master plan is an accessible handbook and blueprint for the
development of the Province of Luanda. It summarises the principles behind a
consolidated plan to integrate the key tasks and outputs of key Government
institutions and Municipal departments, articulated through a costed
programme to be enacted over consecutive ?ve-year plans to 2030 and
beyond.

Master plan is the technical guide for regeneration and expansion of
Luanda, and it de?nes a roadmap and solutions for a gradual, complex
process. It needs to focus on delivering a wave of re-urbanisation through a
comprehensive programme of road construction, public transport integration,
utility service provision, ?ood/?re/erosion risk management, and the provision
of essential amenities including universally accessible education, health and
welfare facilities.

To achieve this objective, Urbinveste was contracted with Broadway Malyan in
December 2013 to prepare a master plan for Luanda to accommodate its
future growth, on the basis of Broadway Malyan?s competition-winning

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masterplan entry, submitted in 2010. This envisioned Luanda as an accessible
contemporary Southern African hub of commerce and culture.

Urbinveste and Broadway Malyan assembled the international team,
comprising Aurecon, Mobility in Chain, Deloitte and Universidade Nova de
Lisboa, covering the respectable ?elds of Infrastructure engineering, transport
planning, economics, and environmental, housing, social infrastructure and
heritage.

The complex design process began in April 2014, was completed by
November 2015 and was followed by 6 months of extensive training and
further consultation with the local Government and other stakeholders. It was
also accompanied by the comprehensive marketing and project promotion
strategy.

The contractual cost to prepare the master plan was approximately USD 14
million. A multidisciplinary team collected and assessed over 20,000 ?les of
data for Luanda Province over a period of 18 months. In parallel over 40
meetings, presentations, public consultations and seminars were convened
with the General Public, Government of?cials and stakeholders. The various
strategies proposed were reviewed. Key data of Luanda Province was mapped
in Geographic Information Systems (GIS) using aerial photography as a
platform for city map and for the city?s integrated development.

Ms dos Santos and her company, Urbinveste, did not receive a ?$15 billion?
contract, as it has been falsely suggested.

Caculo Cabaca Project

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Angolan Public Procurement Law no. 20/10 of 7 September 2010, states that
Public tenders are not required or applicable to all public contracts.

For multilateral funding, the rules that the contract and procurement have to
adhere to are of those of the international ?nancial institution, and are subject
to the standards and requirements of those international organisations or to
country bilateral agreement.

The Chinese state credit insurance agency Sinosure and Chinese Bank ICBC
analysed the Caculo Cabaca Dam project, pre-validated the group CGGC-
Niara as the contractor, and were engaged in the negotiations process.

According to borrowing conditions arrangements with Chinese credit agencies
and banks, the public contracting authority (Ministry of Energy of Angola) can
establish the Procedure of Direct Negotiations and award with contracting
parties directly, dispensing public tender, when those parties have been pre-
approved or indicated by the ?Lender?. As such the work contract, and track
record of the companies to be hired, is scrutinised and also approved by the
?Lender?.

The contract obtained the validation of price and contractual conditions, and a
validation that it was also compliant with public procurement law, as per a
Court ordinance issued by the Angolan Audit Supreme Court in February
2017.

The was no overpricing of ?one billion dollars? of the Caculo Cabaca contract,
and the original contract is currently being executed at the same price and
conditions as originally signed by CGGC NIARA. A new Presidential Decree
has been issued approving an addendum to award and increase the price by a
further USD1.2 biilions for additional works, this awarded with no public tender
to CGGC.

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The contract was further scrutinised by institutions such as the Ministry of
Commerce of China, the Ministry of Finance of Angola, the Angolan Ministry of
Energy and Water, the Ministry of Environment of Angola, and international
institutions such as the Chinese state credit agency Sinosure and Chinese
Bank ICBC, and the Angolan Supreme Court of Audit and Accounts.

Marginal da Corimba Project

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Urbinveste is the vision and concept creator, and promoter of the Marginal da
Corimba Project since 2012, undertaking and paying for the project?s
conception, design, and feasibility. Urbinveste?s objective was to elaborate a
solution to address the heavy traf?c congestion problem in Luanda, as a 7km
road trip would take a carjourney of over two hours, and to present an ef?cient
mobility alternative to the Angolan government for consideration. All the initial
works and development studies for Marginal Project were exclusively
commissioned, hired and paid by Urbinveste to international companies

Urbinveste engaged and paid all the projects? expenses and development
costs, in order to prepare a feasible project proposal, to be presented to the
Angolan government for appraisal.

The Marginal da Corimba Project involved highly specialised works of dredging
and land reclamation, with minimal environmental and social impact, notably
by there being no need of any expropriations, and no need to evict or relocate
any residents or any communities. All works and the road construction were to
be done in 100% reclaimed land from the sea.

Allegations of overcharging are false and unfounded; the consortium
presented a proyosal for land reclamation to the Angolan State with a cost of
USD 154 per for the dredging and land reclamation works. This cost was in
line with world-accepted and contracted prices for similar works.

For comparison purposes, Ms dos Santos notes that the price agreed for the
Marginal Project was 154 USD per m2, compared to similar projects in other
parts of the world that are signi?cantly higher. New Port of Qatar had a cost of
267 USD per m2 for the dredging and land reclamation works; Jumana Island
in Dubai had a cost of 227 USD per m2; The Pearl in Qatar had a cost of 225
USD per m2; Pluit City in Indonesia had a cost of 251 USD per m2 for dredging
and land reclamation works.

There were never any evictions related to Marginal Project, whether in Areia
Branca island or any other existing land, as all works were to be carried out
inside the sea (image annexed). In any case, building works did not start as
the project was cancelled.

There was no USD 553 million in payments. Urbinveste and other consortium
members were not paid this amount. The project was cancelled by the
Angolan President, and was not executed. Urbinveste participation in the land
reclamation project was cancelled by the Angolan President Decree, and the
same land reclamation project contract with the same conditions and same
price was awarded to the other remaining company of the consortium.

Marginal road construction project was also cancelled and no monies were
ever paid to any members of the consortium.

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Port of Dande

53. The Port of Dande project was 100% privately funded, in an arrangement
whereby the Angolan government would ultimately own 40% of the project,
and as per Public Private Partnership, the relevant guarantees would have to
have been put into place.

54. Ms dos Santos?s companies received no money from Angola for the Port of
Dande project, but in any event, the project was cancelled before any work
was conducted.

SODIBA

55. SODIBA is a privately owned brewery, built from zero and inaugurated in 2017,
its funded by private equity and commercial bank loans. ANIP is the
government agency-licensing body that certi?es private investments, ANIP
does not issue grants, nor subsidies, nor does it give any monies or funds to
any projects. Sodiba has received no funds or grants from ANIP.

THE ANGOLA TAX SYSTEM

56. By way of clari?cation (not least in the context of allegations concerning the
use of offshore companies) Ms dos Santos wishes to make the following
observations.

57. In Angola there are no ?scal or tax advantages to operate with foreign or
offshore companies, as the tax rates applicable to those are the same as are
applied to an Angolan registered company. Corporate Tax Rate in Angola
reached an all-time high of 35% in 2005 and a record low of 30% in 2018.

58. Corporate Income tax is collected on dividends from all companies operating in
Angola, regardless of their domicile. Local and Offshore companies are taxed
at the same corporate tax rate. Non-resident ?rms are only taxed on their
Angola-sourced income.

59. Its amount is based on the net income companies obtain while exercising their
business activity, normally during one business year. Capital gains obtained by
non-resident companies are subject to tax on investment income at a rate of
10%. An additional 10% tax is levied on payments made to non-residents
under technical assistance and management contracts. Withholding Tax is
applicable on payments of services made by resident and by non-resident
entities at the rate of 

60. Angola has no double taxation treaties in force with any country.

61. Individual taxes on personal income are applicable to the income earned as an
employee at a tax rate of 17%. There are no personal tax declaration,
Dividends, interest and rental income earned by an individual are not subject
to taxation on personal income tax. Income earned from working abroad is not
subject to tax.

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