We deliver a

distinctive
experience

Tepma
Proposal of Services
for Tax Management
and VAT refund

April 19th, 2013

Document of Acceptance
Ac

Proposal of Professional Services

- Tax Management.
- VAT Refund

Fees Accepted: US $ ______________ plus VAT.

April 19th, 2013

___________________________________________________________

Tepma, expressly accepts all the terms and conditions of the proposal of professional services
hereto offered by PricewaterhouseCoopers Servicios Legales y Tributarios Ltda.

=================================
Signature of the official authorized by Tepma, to validate and accept the document hereto
hereto.

Name:
Position:
Date:
Content

Purpose of the Services ............................................................................................ 1

Our Work Team .......................................................................................................7

Investment ............................................................................................................. 10

Contractual Specifications..................................................................................... 11
Proposal of Professional
Services for Tax
Management
Purpose of the Services
We are pleased to submit for your consideration the following proposal of
professional services that PricewaterhouseCoopers Servicios Legales y
Tributarios Ltda. (hereinafter PwC SLT) is able to offer to Tepma (hereinafter the
Company), in respect to:

- Tax Management.

Through these services PwC SLT would be in charge of complying in an adequate

and timely manner with the tax obligations of Tepma detailed below during the
period comprised between April 1, 2013 and March 31, 2014.

- VAT refund.

1.1 Content

1.1.1 Preparation of the following tax returns:

• Income tax withholding return (12 tax returns every year)

• Value Added Tax
• Bogotá’s Industry and Commerce tax return (ICA as per its acronym in
Spanish) (6 tax returns every year)
• Bogota’s Industry and Commerce withholding tax return (6 tax returns every
year)

1.1.2 Attention and coordination to respond to regular requirements (does not

include special requirements or other acts before the tax administration
office or before administrative courts or representing the company).

1.1.3 Preparation of the tax information of the Company in magnetic media for
the National Tax and Customs Authority (DIAN) and for the local tax office

1.1.4 Definition of the tax treatment applicable to the day-to-day operations that
do not correspond to complex issues.

1.1.5 Prepare amendments to the tax returns (Income Tax, VAT, ICA and income
tax withholding), corresponding to any taxable period during the term of
the service’s proposal.

1.2 Methodology for the Preparation of the Tax Returns

1.2.1 A timetable will be prepared to confirm the tax returns preparation and its
annexes.

1.2.2 PwC SLT will report the situations where various interpretations on the
applications of tax regulations regarding day-to-day issues that are not
highly complex. These situations shall be discussed along with you and
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 defined by the Company prior to the filing of the respective tax return.
Such interpretations will be stated, with the legal argumentation applicable
to each specific situation and our recommendation on the most suitable
procedure according to our judgment, in order to obtain in writing the
official and final concept regarding to the procedure to be used.

1.2.3 PwC SLT will prepare the respective template to be submitted to the
Statutory Auditor and the Legal Representative for their respective
signatures.

1.2.4 The tax returns will be submitted indicating the due date for the respective
tax return and the outstanding amount to be paid determined at the tax
return preparation date.

1.2.5 PwC SLT shall keep a file with photocopies of the original documents, with
the purpose of such files to be the first source of information for our work.

1.2.6 For the performance of this work, we will be based on the accounting
figures supplied by you, under the understanding that those have been
determined in an adequate and reasonable manner. Therefore, the
Company will be entirely responsible for the accounting information. Our
work will be performed on the basis of selective tests, thus we will not be
able to ensure that tax authorities do not find risk situations that may be
questioned.

1.2.7 Subsequent to the filing of the tax returns, we will issue a report every 2
months with the main observations detected at the preparation of the tax
returns with our recommendations.

1.2.8 For the purpose of carrying out the Tax Compliance Service, we will prepare
a tax calendar for the Company, in order to determine the due dates and the
compliance with all formal obligations in charge of the Company.

1.2.9 In relation with the Income Tax Withholding:

• Parameterization procedures used by the Company will be randomly reviewed

in respect to indicators on tax attributes, verifying the compliance with legal
regulations, as well as their update procedure. In case there are changes to the
parameters previously established, the processes derived of them will be
reviewed in a selective manner.

• Supporting documentation will be randomly reviewed (with a previous

validation of its requirements), to verify tax withholding percentages are being
applied in an adequate and timely manner.

• The procedures for the calculation of the percentages on the semester

withholding over labor payments will be reviewed twice a year in that same
way, as well as their monthly application. A sample of a few employees will be
done whenever it may be necessary.
• A random follow up will be performed on the withholdings over payments
abroad found in the accounting records.

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• The contracts subscribed that are provided will be reviewed, prior approval by
the Legal Department, to verify their registry application, in the event it
applies.

• The Company will be informed on the amount to be paid for income tax
withholding, as a result of the preparation of the income tax return.

1.2.10 In respect to the Value Added Tax Returns:

• Regarding these returns, some supporting documentation will be selectively

reviewed that address the deductible taxes and some sales invoices, verifying
the compliance with tax requirements.

• The deductible tax will be calculated, considering the prorated VAT paid on
goods and services dedicated to taxed, exempt or excluded operations, as well
as the tax to be taken to expenses.

• The Company will be informed on the reconciliations to be considered as a

result of the preparation of the tax return.

1.2.11 In respect to the Industry and Commerce Tax Return:

The calculation of the industry and commerce tax provision will be done at the
closing of the period, as well as the calculation of the signs and boards tax
provision on the dates agreed in compliance with the legal due dates.

The Industry and Commerce tax returns will be prepared on a monthly,

bimonthly or annual manner for the cities where the Company is present
(Bogotá, Medellín, Rionegro and Cali), for the period comprised by this proposal.
Income tax withholding returns for the same periods are hereby included.

1.3 Attention to Ordinary Requirements

We will prepare the responses to the ordinary requirements notified to the

Company by the tax authorities, which imply the preparation of basic tax
information or the submission of general information on tax matters. In the case
such requirements regard accounting information, it shall be prepared by the
respective areas of the Company, in order to be able to prepare the response in a
timely manner.

For all above purposes, it is understood that our employees will make the
requests and submissions in writing for the relevant documentation and
information to comply with our work.

Without any effect on the above indicated, we will review any type of document
related to the performance of our work.

Our service will not include the attention to special requirements and other acts
before the tax administrative and administrative court offices. The respective
fees will be agreed upon to provide those service.

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1.4 Day-to-Day Basic Conceptual Definition on non-complex
matters

1.4.1 Day-to-Day Consultations

Day-to-Day consultations that require attention will be conceptually determined

as part of our Compliance work, which shall nor present complexity, in relation to
various taxes like income tax, sales tax, industry and commerce tax (in the event
it applies), etc, as well as the tax withholdings on them.

This service will be directly performed by PwC SLT employees that work in your
offices. In case they cannot do so, it will be served by our Manager in charge of
the client.

As indicated, this service refers to the consultations without any major

complexity. Complex consultations will require the agreement on separate fees.
A complex consultancy is understood, among others, as the attention of questions
on structural changes of the Company’s business, the review of contracts
subscribed by the Company that regulate substantial matters on its operations,
etc.

1.4.2 Tax Update

Our Flash News and Newsletters with legal and tax character will be periodically
sent via e-mail to the employees you indicate, through which we will report you
on the regulations issued regarding tax matters, as well as on the concepts by the
National Tax and Customs Administration and the most important sentences by
jurisdictional bodies.

These are general character documents for all our clients and content the most
relevant information on regulations, jurisprudence and doctrine.

Nonetheless, as per your request, for the specific case of the Company, when
national, departmental or municipal tax dispositions are issued, which may affect
the operations, we will send them to you electronically.

1.4.3 Follow up Meetings

A follow up meeting will be held on a quarterly basis, which shall last two (2)
hours approximately, to analyze, along with the Company, the topics that have
arisen during the period, so that the arguments derived from it may be used as a
support to make decisions by management. Such meetings will count with the
participation of a Manager or a Partner.

1.4.4 Updating Lectures

Updating lectures will be held twice (2) a year on tax matters, which shall last up
to four (4) hours each, for the staff of the financial area that you may consider
necessary, and having previously coordinated the issues to be presented.

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1.5 Amendments to Tax Returns

Amendments to the tax returns (income, VAT, Industry and Commerce, tax
withholding) that may be necessary will be prepared, corresponding to any
taxable period, despite they may have not been part of our work on Tax
Compliance.

1.6 VAT Refund

PwC will prepare, substantiate and file the refund application for six VAT periods
beginning the V period for 2012 through the IV period of 2013.

1.6.1 Details

a) Preparation and filing of any application forms and other legal paper work as
required by the Tax Code and the applicable regulations.

b) Follow up on the processing by the Tax Authorities of the refund application,

including assistance with responding to any request for information as it exclusively
relates to the refund application.

Not included is litigation before the Tax Authorities or the Tax Court, if applicable.

c) Since the refund is made available through a security, our service includes applying
for this security to be issued and its delivery to Tepma.

Please note that this security can be either used to pay for other taxes or sold in the
market, both of which must happen within 1 year following its issuance.

1.6.2 Methods

Tax law provides two methods to apply for a tax refund as follows:

 Regular method

In this case the Tax Authorities have a 50-working day term to review the
application from a formal perspective only. This term may be extended for 3
additional months to conduct a full audit.

 Special Method

This one involves obtaining a bank guarantee or Insurance policy (both of which
are fairly used in Colombia) to file along with the refund application. In this case,
the Tax Authorities have a 20-working day term to review the application from a
formal perspective only. No chance to expand this term is allowed under law.

The cost of obtaining of a bank guarantee or insurance policy varies depends on

the amount of the refund or offset. For a sum this big, our latest research in the
market indicates a cost of over 1% of the refund, plus VAT.

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Our recommendation is to file the refund application under this special method
to ensure the dealings with the Tax Authorities are minimal, while the application
is being processed. Furthermore, if everything goes well, the excess tax is
refunded in a short time.

In any case, under the Statute of Limitations, the Tax Authorities have a two year
term to audit the support of the refund or the offset, counted as from the date the
refund/offset application is filed.

Also, if this option is elected, we recommend that the insurance or Bank

guarantee is contracted for 25 months (2 years being the minimum required), to
allow for time to address any delay at the time of filing.

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Our Work Team
We have chosen our best professionals, who have the competencies and experience
necessary to provide you with a high added value service.

María Helena Díaz Méndez

Partner

Tel: 57 1 6340555 Ext. 320 – 404

E- mail: maria_helena.diaz@co.pwc.com

Experience:
Engagement Partner in Colombia on the tax compliance services (Income Tax
Return, Magnetic Media and Tax Management – Tax Outsourcing and International
Assignment Services). María Helena has been a member of the firm since 1986.

Training:
Public Accountant of Bogotá’s University Jorge Tadeo Lozano, with a Specialization
on Taxation from Los Ander University. She is member of the Colombian Institute
on Tax Law. She has been a university lecturer and presented at external and
internal Firm courses.

Relevant Projects:
Maria Helena has led projects on Tax Management or outsourcing of Company’s tax
functions, especially for companies of the pharmaceutical, aeronautical and retail
sectors, among others. Additionally, she leads the permanent consultancy and tax
planning for such companies, solving questions related to various taxes like Income
Tax, Sales Tax, Industry and Commerce Tax, etc, as well as their Tax Withholding.

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Carlos Miguel Chaparro Plazas
Partner

Tel: 57 1 6340555 Ext. 216 – 404

E- mail: carlos.chaparro@co.pwc.com

Experience:
Experienc
Carlos Miguel is member of the Firm since 1995 and is Tax Partner based on Bogotá.
He has a wide experience on corporate tax matters at national and international
levels. He was member of the IAS (International Assignment Solutions) Team in
Colombia for several years. In 2001 and 2002 he was part of the Latin American Tax
Group of PwC New York. Currently, he is also the Engagement Leader on Tax
practice of Cali’s office, and of PwC International Tax Consulting. In addition, Carlos
Miguel is the Leading Tax Partner ffor
or the Hydrocarbons and Mining sectors.

Training:
Training
Lawyer of Sergio Arboleda University, specialized on Tax Law from El Rosario
University. He completed the course on International Business Law, US and
Colombian Legal Systems organized by Javeriana Univ
University
ersity and the Washington
College of Law of American University.

He has been a teacher at Externado de Colombia University, Javeriana University,

Jorge Tadeo Lozano University, and Our Lady of Rosary Major School. Since July
2007 he has been the Engagement Leader for the Tax and Legal Services at PwC
Cali’s office for Colombia, on the International Tax Consultancy Practice.

Relevant Projects:
Projects
Carlos Miguel has led important Merger & Acquisition projects. Additionally,
Additio he has
significant experience on tax planning of foreign transactions. He has recently
worked with several local multinational companies on their tax and legal structure
towards the creation of Captive or Intra-group
Intra Banks.

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Marta Lucía Toro Castrillón
Manager

Tel: 57 1 6340555 Ext. 362

E- mail: marta.toro@co.pwc.com

Experience:
Marta is a Manager on the Firm’s Tax compliance practice (Income tax return and
Information on Magnetic Media, among others). Additionally, she is part of the
Firm teams on Mining and Hydrocarbon sectors, and specifically attends their tax
matters. Marta is a member of the Firm since 2007. She has participated of
professional training courses on tax matters at PwC. She has been an instructor at
tax area courses at internal level of the Firm. She has also participated of projects
on taxes, audit, consulting and tax planning, as well as tax Due Diligence.

Training:
Public Accountant of Quindio University. Specialist on Tax Law of Javeriana
University. Intensive course on International Tax Law at Austral University of
Buenos Aires, Argentina (2009).

Relevant Projects:
She participates of Tax Compliance projects, especially with clients in the
hydrocarbon and real sectors. Additionally, she attends permanents consultancies
on tax matters, solving questions related to various taxes like Income tax, Sales tax,
Industry and Commerce tax, etc, as well as their tax withholdings. Marta is a
permanent support for the audit area.

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 Investment
In accordance with our estimation on the time to be spent and considering that
our policy for this kind of engagements is to establish our fees, based on tariffs
assigned to each one of our professionals who will be part of the engagement, we
have estimated our professional fees for a one-year the term when the proposal
will be in force, as from its date of issue, as follows:

We have estimated
our fees to ensure the Services Investment Invoicing / Other Aspects
generation of value
and that you will
obtain the solution
required without COP $4.157.000 per To be paid within the 30 days
lowering the quality Tax Management month following the issue of the monthly
or compromising the (Tax Compliance) Year: $49.884.000 invoice
technical excellence Plus VAT
and the experience of
our team.
COP $2.666.667 per bi- To be paid within the 30 days
month following the issue of the bi-
VAT Refund
Year: $16.000.000 monthly invoice
Plus VAT

Expenses

Expenses necessary to incur to provide the service, as translations, tickets, hotel,

etc, will be assumed by the company and invoiced separately, prior approval by
the coordinator appointed.

Term of the Proposal

This proposal will be valid for one month.

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Contractual Specifications
1. Tools

Global Best Practices ®

PricewaterhouseCoopers has a web knowledge base for the consultation of

the best practices based on processes, used at our projects and available for
the out clients.

www.globalbestpractices.com is a bank on knowledge on best practices.

Its main tool are the benchmarks on specific processes.

Information is continuously updated by our contents development team, to

ensure it is pertinent. The information volumes are as follows:

• Benchmark data, proprietary’s, for more than 4,200 companies

• More than 1,000 best practices, in depth
• More than 300 detailed company profiles
• More than 1,00 tabs on companies
• More than 30 quantitative tools that cover more than 1,000 performance
indicators
• More than 45 assessment tools on internal control
• More than 1,100 tools on qualitative benchmarking

Premises

Ethical and Independence Standards

PwC works within a business culture that makes emphasis on the importance
of ethical behavior, based on a framework of professional standards, laws,
regulations and internal policies. The concepts that explain and support the
basis of the ethical behavior are introduced during the recruitment process,
and are constantly reinforced through training programs and internal
communications. PwC has also published the Code of Conduct for the entire
PwC staff worldwide explaining the ethical values of the Firm and describing
the type of behavior expected from our people. Each person in PwC has the
obligation to read and follow such code.

Confidentiality and Protection of Data

Considering PwC SLT is part of the global network of firms

PricewaterhouseCoopers (PwC), each being a legal separate and independent
entity, the information referred may be shared among PwC firms, as long it is
necessary for the provision of the service contracted and other related
purposes. By accepting the term hereto, the Company will also accept and
consent that such information be shared within PwC global network of firms.

11
PwC SLT and PwC global network of firms comply with the policy on data
protection of PwC global network of firms, and will take the technical and
organizational measures to protect the confidential information of the
Company.

Notwithstanding the foregoing, PwC SLT may mention the performance of its
services before clients or prospective clients, as an indication of its
experience. Additionally, it may reveal information internally, within PwC,
for its quality reviews.

References

PwC SLT will use the document hereto as a reference to make service
proposals to other companies that may require professional assistance with a
similar or equal scope to the one comprised by this proposal.

Independence

PwC policy on independence is more rigorous than each county’s legal

requirement.

Independence is one of the key aspects for our Firm. This is why, under a
worldwide program called “Global Independence Compliance Program”
(GICP), detailed internal procedures have been brought into practice,
allowing the adequate control and supervision of the independence
procedures, both at local and international level. It should be highlighted
that we have a specific website, for the internal use, called “PwC
Independence Site”, where all independence policies and the lists of
companies subject to restrictions regarding independence around the world
have been gathered, as well as other additional and pertinent information on
that matter.

Distribution of Reports

• The results obtained from the execution of the proposal hereto shall be
valid on the date of the engagement. Any projection of the results to
forward periods will be subject to the risk of invalidity due to the dynamic
changes in the company’s operations.

• Any document issued during the performance, or as a result of the service

contracted will be limited to the management of the Company and to the
Colombian tax authorities, whenever they require so. Any submission or
mention on the contents, total or partial, of the documents mentioned,
even orally, to people other than the Company of DIAN, will require the
previous written consent of PwC SLT.

Relation with Other Clients

PwC will provide services to other clients, some of which may be its
competitors or have conflicts of interest with the Company’s interest. PwC
SLT shall not be hindered or restricted in virtue of the acceptance, in this
case, of the proposal hereto, to provide services to other clients, under the

12
understanding that PwC SLT will not use the Confidential Information to
benefit such clients. Likewise, PwC SLT will not use for the benefit of the
contracting party the information received with confidential character at
another engagement.

Responsibility

In no case will PwC SLT be responsible before the Company, whether for a
contractual or extra-contractual claim, or any other kind, (a) for any amount
higher than the total professional fees paid to PwC SLT in virtue of this
proposal; (b) for any damage or indirect prejudice, due to lost profits or any
other similar related to PwC SLT services, as comprised by this proposal,
except to the extent it is determined that it arose of a dishonest seriously
negligent conduct, unduly intentional professional care or fraudulent
behavior by PwC SLT, or any of its employees that may have participated at
the provision of the services in this proposal’s purpose.

The Company agrees to hold PwC SLT harmless of any claim, liability, cost
and expense related to PwC SLT services, derived of the proposal hereto,
except to the extent it is determined it has arisen due to fraud or gross
negligence by PwC SLT or any of its employees who have been part of this
proposal’s services provided for up to an amount not higher than the total
professional fees paid to PwC SLT in virtue of the mercantile offer hereto.

Sole Purpose

Regarding all documentation, data and information related to the provision

of services under the purpose in the proposal hereto and that are submitted
by PwC SLT, such as reports, letters, opinions or memorandums, the
Company is required to used them for no other purpose than that for which
they had been issued, nor allow that unauthorized people use them, unless
there is a previous written agreement by the Company and PwC SLT.

Additionally, PwC SLT shall maintain the highest degree of confidentiality

before all information, documentation and figures provided by the Company
to execute engagement in the purpose of the proposal hereto.

Electronic Communications

During the provision of the services, PwC SLT and the Company ma y
communicate via fax, e-mail or other similar ways. However, the electronic
transmission of information is not a warranty of security, neither is free of
any error, as such information may be intercepted, lost, destroyed, may arrive
with delay or incomplete, or be subject to any other event. Unless the
Company notifies us otherwise, we understand that you accept the use of e-
mail for the transmission of information. Any risk related to the business and
associated to the use of e-mail will be responsibility of the Company, not of
PwC SLT.

Both parties will adopt procedures to protect the integrity of the information.
Particularly, it will be the recipient’s responsibility to verify that information

13
 attached to any e-mail does not contain virus, before downloading such
information.

2. Project’s Assumptions

If the organization may require any significant work not described in the
scope, it shall separately be discussed and approved by means of an exercise
on the ‘change of scope and fees’.

It is possible that PwC SLT team may occasionally need to work at the
company’s facilities to allow easier communication and interaction.
Therefore, whenever it may be necessary, we expect to be provided a
workplace and access to a printer, internet, telephone and fax.

The Company will appoint at least one person as administrative support for
the project, with whom PwC SLT will work throughout it to liaise on
administrative and logistic activities.

Other Responsibilities by PwC SLT

• To ensure that the staff assigned to the execution of the contract hereto is
suitable and qualified to perform the corresponding engagement. PwC
SLT reserves the right to remove and reassign the personnel with total
autonomy, replacing them for other people with the same characteristics
of knowledge and experience.

• PwC SLT is responsible for the licensing of the tools used by its team in
the performance of the project and by adopting all measures in its scope
to protect the industrial and corporate secrets of the Company.

Other Responsibilities of the Company

• To provide the workspace for meetings and committees

• To timely report any circumstance and/or requirement that may alter the
execution of the services proposed

• To adopt all measures in its scope to protect PwC SLT industrial and
corporate secret, as well as to prevent that unauthorized people have
access to the documents, files, equipment or elements it may have at your
facilities.

• To timely pay the fees and expenses agreed

• The Company will be responsible for licensing the tools its team may use
at the performance of the project

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Contacts
Bogotá
Calle 100 No. 11A -35, piso 3
Telephone: (57-1) 634 0555
Fax: (57-1) 610 4626

Carrera 7ª No. 156 - 80, Piso 19

Telephone: (57-1) 668 4999
Fax: (57-1) 673 8575

Centro Empresarial Dorado Plaza

Calle 26 No. 85 D - 55, Módulo verde Oficinas 248M, 249M y
250M,
Telephone: (57-1) 745 0412

Zona Franca
Carrera 106 No. 15 - 25 Mz. 17 Bodega 85
Telephone: (57-1) 743 0111
Fax: (57-1) 439 5087

Cali
Edificio la Torre de Cali
Calle 19 Norte No. 2N-29, piso 7
Telephone: (57-2) 684 5500
Fax: (57-2) 684 5510

Medellín
Edificio Forum II
Calle 7 Sur N° 42 – 70, piso 11
Telephone: (57-4) 325 4320
Fax: (57-4) 325 4322

Barranquilla
Edificio Centro Empresarial de Las Américas
Calle 77B No. 57-141, piso 8
Telephone: (57-5) 368 2960
www.pwc.com/co

PwC helps organizations and individuals create the value they’re looking for. We’re a network of firms in 158
countries with more than 180,000 people who are committed to delivering quality in assurance, tax and
advisory services. Tell us what matters to you and find out more by visiting us at www.pwc.com.

©2013 PricewaterhouseCoopers. PwC refers to the Colombian firms, part of the global network of
PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity. All
rights reserved.