CONFIDENTIAL GENSER thustay OF ENERSY ENERGY . BOX S, STADIUM “ACCA GHANA (Our Ref: GEGL/L&C/23/007 GL-063.549g 25 July 2023 a From: Genser Energy Ghana Limited Slt /ox Stanbic Heights 215 South ibertion Link Sth Foor Office 503 Airport City- Accra, GHANA To: The Chief Executive Officer Ghana National Petroleum Corporation (GNPC) Petroleum House Harbour Road Tema Ghana Attn: Mr. Opoku Ahweneeh-Danquah Dear Sir, PROPOSAL TO SPLIT THE COMBINED GNPC GSA INTO: (I) A STANDARD GAS SALES AGREEMENT AND (Il) ‘A SEPARATE GAS TRANSPORATION AGREEMENT Background 1. We refer to the: a. Ministry of Energy's (Mot’s) letter dated the 10" day of March 2021 (the "MOE Directive", with reference number SCR/DA 12/243/01A which as part of its proposal to relocate the Ameri Thermal Plant from Aboadze to Kumasi, directed GEGL to work with the GNPC to develop the capacity to deliver natural gas ‘to Kumasi (the "Kumasi Pipeline Project"); b. gas sales agreement originally dated 24" February 2020 as amended and restated on the 30" July 2022 (the “GSA”) between Ghana National Petroleum Corporation ("GNPC") as the Seller and Genser Energy Ghana Limited ("GEGL") as the Buyer; ©. syndicated facilities agreement originally dated 30" August 2017 as amended and restated on 11" September 2019 and the 15" day June 2022 (the “Senior Facility Agreement’) and executed between GEGL and the Standard Bank of South Africa Limited (the “Intercreditor Agent”) for and on behalf of fourteen (14) international banks (the “GEGL Senior Lenders”) to finance among others, the construction and installation of a 110km 24” natural gas pipeline originating at the GEGL Dawusaso BPS and terminating at the GEGL Anwomaso RMS (the "PPO2"); ‘Genser Energy Ghana Limited Contor Energy investments We stonbie Heights, 1 stout—— -{ GENSER d._letter from GEGL dated the 20* day of February 2023 notifying the MoE (copied to the GNPC and VRA) of ‘the completion date of the Kumasi Pipeline Project and highlighting the need for the Mof to conclude the relocation of the Ameri Power Plant to Kumasi ahead of the completion of PPO2, noting the commencement of the Primary Capacity Reservation Charges (the "PPO2 Cost Recovery Charge") in accordance with the terms of the GSA; and €._ letter from GEGL dated the 30" day of May 2023 officially notifying GNPC of the commissioning of the P02 and a confirmation that the Anwomaso Branch & Metering Station is operational. 2. Unless defined in this letter or the context otherwise requires, @ term defined in the GSA shall have the same ‘meaning in this Letter. Proposal 3. As you may recall, the GSA was, in order to give effect to the MoE Directive, amended and restated on 30" July 2021 to provide for: (2) the development, financing, and installation of PPO2 with the requisite natural gas compression facilites; (b) the sale and purchase of up to 60mmscfd of Natural Gas delivered at GNGC PRMS at the agreed Contract Price and an additional 1Smmscfd at prevailing PURC WACOG prices; and (c)_ GNPC reservation of pipeline capacity on PPO? for 130mmscfd for a consideration equal to the product of PPO2 Cost Recovery Charge multiplied by the Contract Quantity of Natural Gas (assuming a fixed WACOG of USS6.08/mmBTU escalated at USA CPI on an annual basis) 4, Pursuant to Clause 3.3 of the GSA, GEGL is required to transport Sales Gas through PPO2 and other GEGL pipelines from the GNPC Entry Point (GNGC PRMS) to multiple GNPC Exit Points (currently the VRA and AKSA Custody Transfer Points) for a fixed charge (PPO2 Cost Recovery Charge} for 130mmscf/d or less and a negotiable charge for all volumes above 130mmsct 5. GEGL notes the understandable public interest in the terms of the GSA and the apparent confusion (particularly in respect of the PPO2 Cost Recovery Charge and the reservation of pipeline capacity) expressed by some non-parties to the GSA, GEGL further notes that the apparent confusion and misrepresentation has arisen from the inclusion of the PPO2 and gas transportation arrangements in the GSA, GEGL is therefore keen for the document to be simplified in order to aid better comprehension by interested non-parties to the GSA, 6. Tothis effect, GEGL has approached the GEGL Senior Lenders who have expressed their willingness to consider favourably, GEGL’s engagement with GNPC as its counterparty under the GSA (as well as MoE and the Parliament of the Republic of Ghana as critical stakeholders) to negotiate a split of the Combined GSA into: (a) a more typical gas sale and purchase agreement (the "Proposed GSA) for the delivery of natural gas by GNPC to GEGL; and (b) a tallored gas transportation agreement (the “Proposed GTA") for the development of PPO2 and the gas transportation services provided to GNPC by GEGL.———— = GENSER 7. Expectedly, the GEGL Senior Lenders’ consent will require that the proposed split does not impair the current legal and economic position of the GEGL Senior Lenders. GEGL Senior Lenders’ consent would also only be granted if the proposed amendments are expressly approved in writing by the MoE and ratified by Parliament. 8. GEGL, is hereby formally requesting discussions with the GNPC, (with notification to the MoE and the Speaker of Parliament] in respect of the proposed split of the GSA as described above, 9. Attached for illustration, as an annexure to this letter, is a basic economic model of the proposed split of the GSA. A more detailed model with USA CPI adjust ments and discount rates would be submitted to all parties during discussions. 10. We very much look forward to engaging with you and the relevant stakeholders soon. Kindly contact GEGL by email on baafourasiamah-adjei@Renserairica com or via telephone on +233 (0) 202 220 255 should you require further information on the above subject. Yours shee . 'GENSER ENERGY GHANA LTD. Sth oo, sone gh | . 215 South Liberation Link Airport } cea: Grane Baafour Asiamah-Adjei Chief Executive Officer and President Genser Energy Ghana Limited ce 1. Dr. Mathew Opoku Prempeh The Honorable Minister of Energy, Ministry of Energy 2. Hon Alban Kingsford Sumana Bagbin ‘Speaker of Parliament Republic of Ghana={ GENSER ANNEXURE 1 ~ GTA AND GAS PAYMENTS BY GEGL RELATIVE TO EXISTING COMBINED GSA Monthly Take-Or-Pay Wokimnes Tariff Value/Month ee 1,853,000mmBTUt sS6.5165/mmeTu? | US612,075,074.50 (GEGL Payments to GNPC) }853,000rment fmm ,075,074.: GTA - (GEGL Receipts from GNpc) | 3:900,000mmeTU uss25278/mmaru" | (uss9ase.42000) | Net (GEGL Payments to GNPC) US$2,216,654.50 "Mian Moh Tak-OrPay Quanity of ara Gas the ng Cone GA ich GEGL Te ram GC 2agrees WACOG frm whieh USA Cl erations are mage 2 of 2023 USD. 2mm tony Tae-Oe Pay Cay in te existing Combines GSA which GNPC must anspor though PPOL/PPO2 “west Arian Gas Pipeline Company Unite tar to GNPC for reverse flow for ine 2023