INTERNATIONAL HOLDING COMPANY PJSC (ADX: IHC)

CALL FOR EXPRESSIONS

OF INTEREST

To select a Lenders’ Insurance

Advisor (LIA), and Lenders’ Legal
Counsel (LLC) to provide services for
projects to be funded by IHC in India.

Issue Date: 28 July 2023

Submission deadline: 15 August 2023
Reference code: IHC/ABD/EOI/022/2023/UAE

Issued by INTERNATIONAL HOLDING COMPANY PJSC (ADX: IHC)

13 Al Halawi St - Al Muntazah - Ministries Complex - Abu Dhabi - UAE.
Date of Issue: Friday, 28 July 2023
Closing date and time: Tuesday , 15 August 2023
Enquiries Strategy & Growth Management Dept. E-mail: SGMD@ihcuae-project.com
Business Hours 08h00 – 16h30
 TABLE OF CONTENTS

Call for Expressions of Interest ..................................................................................................................... 3

1. Description of Call................................................................................................................... ..........................4

2. Expression of Interest ............................................................................................................................ 7

3. Selection Process .................................................................................................................................... 8

3.1. First phase – submission of the EoIs and screening of the Applicants ..................................... 7

3.2. Second phase – submission of the RFPs and assessment of the RFPs and determination of
the Successful Bidder .................................................................................................................... 8

3.3. Third phase – negotiation and signing of the Contract Documents .......................................... 10

3.4. Timetable ............................................................................................................................................. 11

4. Eligibility Criteria……………………………………………………………………………………………11

5. Refundable Category Amount Deposit………………………………………………………………………13

6. Other matters ........................................................................................................................................ 14

Annex 1 – Templates for the Expression of Interest and the relevant Appendices ................................. 16

Appendix 1 – Applicant’s Documents ......................................................................................................... 18

Appendix 2 – Application for Refund of EOI Deposit .............................................................................. 19

Annex 2 – Elimination Criteria .......................................................................................................................... 20

Annex 3A – Assessment Criteria (Category A) ................................................................................................. 21

Annex 3B – Assessment Criteria (Category B) ......................................................................................... 22

 CALL FOR EXPRESSIONS OF INTEREST
This Call for Expressions of Interest (hereinafter the Call) has been launched by The International Holding
Company (ADX: IHC) (hereinafter "IHC” or “the Company”) founded in 1998 in the Capital of the United Arab
Emirates. IHC is an Abu Dhabi-based Publicly Listed Holding Company that invests in diversified global
sectors, enhancing social lives and driving economic development and growth. IHC is one of the Middle-East
large conglomerates. It comprises 422 subsidiaries globally with a market cap of US$235.90 Billion in a wide
array of sectors, including real estate, agriculture, healthcare, food and beverages, energy, industrial, IT and
communications, retail, leisure, capital and Entertainment. IHC has a clear objective of enhancing its portfolio
through acquisitions, strategic investments, and business combinations.

With a welcoming corporate culture and the depiction of corporate social responsibility, it cont inues to evaluate
investment opportunities through direct ownership and partnerships in the United Arab Emirates and globally.
As the world changes and new opportunities arise, IHC remains focused on innovation and market redefinition
for its customers and partners. As a result, IHC strives for its people and their economic development and
growth that positively impacts society primarily with minimal resource footprint.

Following resolution of IHC board of Trustees (“the BOARD”), the board recognizes that there is a need for
more global diversification, not only over different markets but also over different asset classes. The IHC would
like to increase diversification by increasing investments outside the UAE market and intends to invest
approximately US$1.5 Billion in the India over the next five (5) years. The projects shall include alternative
energy, real estate and infrastructure projects.

In line with this, IHC currently is in advanced stage of negotiation to fund the first renewable energy project in
India. The investment shall be sanctioned by IHC in the form of Private Debt Term Loan with a tenor of up to
10 year and the Board has approved and sets aside US$205 Million of its portfolio in foreign currency-
denominated instruments for funding of the project.

IHC intends to engage (a) Lenders' Insurance Advisor-LIA, and (b) Lenders' Legal Counsel-LLC to provide
requisite services to achieve smooth and technically competent process of the transactions.

The Call is addressed to legal entities (hereinafter the Applicants) who are interested in offering,
among other things, to:

I. Provide Lenders’ Insurance Advisory (LIA) Services (hereinafter the Category-A). The
licensed insurance advisory firms including insurance companies, insurance brokers and
consultants shall act as IHC’s Insurance Advisor (LIA). The LIA would be responsible for
assessing the insurance needs of the projects being funded by IHC. They shall prescribe
necessary insurance plan and shall verify the adherence of same by borrower in order to
safeguard the interest of IHC under loan agreements;

II. Provide Lenders’ Legal Counsel (LLC) services (hereinafter the Category-B). The LLC shall
be responsible for carrying out the corporate due diligence, land due diligence (including title
investigation), drafting & finalizing Financing and Security documentations, etc including any
other legal services for the projects funded by IHC as may be required and

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 III. The services categorized above are entirely independent from each other. Only application for
single category will be accepted from each applicant.

The specific obligations and responsibilities of the service providers will be further detailed in the RFP
Documents. This document together with its Annexes and any other information provided to the
Applicants by IHC in writing (hereinafter together the Call Document) sets forth (i) the terms and
conditions of the Call, (ii) a non-exhaustive summary of principal terms for the required services,
(iii) the template of the Expression of Interest together with the required appendices and documents
(hereinafter the EoI), (iv) the process for selecting the service providers (hereinafter the Selection
Process) and (v) other conditions, proceedings or actions relevant under or in relation to this Call.

1. Description of the Call/ Brief Scope of Services

The Call has been initiated with the principal purpose of identifying eligible and experienced service
providers in the country or jurisdiction specified on this document capable of working with IHC to
achieve the Company’s objectives.

The objective of this assignment is to strengthen the capacity of the IHC in its assessment of projects
/programs being funded by the IHC by getting expert advice on the appropriate level of insurance and
legal coverage for projects /programs funded by the IHC.

This EOI call is to serve as a pre-qualification exercise to enable IHC as the “Contracting Entity” to
select/shortlist from those firms that respond to this EOI, for inviting short-listed applicants on next
stage of the selection process for possible contract award.

The services shall be provided by a competent, experienced and sustainable firms in accordance with
the best market practices and industry standards with the aim to achieve maximum goals of IHC.

The services sought in this EoI is categorized into two (2):

CATEGORY A: LENDERS' INSURANCE ADVISOR (LIA) Services

CATEGORY B: LENDERS' LEGAL COUNSEL (LLC) Services

A non-exhaustive summary of the required services and conditions, which should be taken into account
by Applicants together with the Call Document, are outlined below (hereinafter the Scope of
Services). A shortlist of eligible bidders for each category will be prepared following the pre-defined
selection criteria to be determined by IHC Investment Committee and Tender Board. Responses to this
Expression of Interest (EOI) should provide information of the Applicant’s track records and
experiences in providing the relevant services. Please note that a participation in the pre-selection
process does not impose any obligation on IHC to request bids from service providers.

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 BRIEF SCOPE OF SERVICES:

CATEGORY A: LENDERS' INSURANCE ADVISORY (LIA) SERVICES:

IHC intends to engage licensed Insurance Firms including Brokers and Consultants to act as IHC’s
Insurance Advisor (LIA). The LIA would be responsible for assessing the insurance needs of the
projects being funded by IHC. They shall prescribe necessary insurance plan and shall verify the
adherence of same by borrowers in order to safeguard the interest of IHC under loan agreements.
The scope of the assignment will be advising on individual funding proposals on an as-needed basis.
The contract with the successfully awarded bidder shall be for period of five (5) years. Each funding
proposal will be considered as a separate assignment [subject to a separate request for quotation from
the successful bidder]. The IHC anticipates that there will be a number of separate requests during the
duration of assignment with increasing demand expected going forward.

Request for Proposal (RfP) will be issued to shortlisted bidders after collecting EOIs and finalizing
TOR.

The services shall include but not limited to:

A. Due Diligence Report (DDR) on the Current Insurance program (Up to finalization of
Insurance program for Construction period and Operation period of the project):

1.1. Conceptual consideration of all risks associated with the project and its operation in order to establish
risk profiles taking into account.

 Review local insurance law and its implication for the Project;
 Review Loan/Finance Agreement and advise on insurance schedules and requirements;
 Collection and review of all relevant information (including construction work methods,
specifications, work program, etc.,
 Review of project contracts, indemnities and liabilities.

1.2. Analysis of business interruption issues to review coverage of gross annual profit and indemnity
period.
1.3. Identify and advice on significant risks that are uninsurable or limited insurability or are difficult or
expensive to insure in the project country market or in the International Market.
1.4. Ensure that the borrower has entered into all requisite Insurance Contract(s) (including reinsurance, if
any), including, inter alia, construction all risks policy, industrial all risk / mega risk policy, tra nsit
policy, advance loss of profit policies, commercial general liability insurance, workmen’s
compensation insurance policy etc. in respect of the Project and recommend changes in respect of the
project and other assets offered as security for the Facility during operation phase. The Insurance
Contract(s) shall be suitably endorsed in favor of the Lenders.

2. Formulation of the above considerations into a formal insurance program structure for the construction
and operation risks including detailed cover requirements.

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 3. (i) Review and audit the Insurance Policies eventually taken by the project and ensure that lenders are
the loss payees / lenders.
(ii) Certify the insurance program as complying with the loan agreement (clause wise).

B. Annual Report on Operational Insurance Program

1. Certify that the insurance program is complying with projects requirements and Loan Agreement.
2. Audit whether the borrower company has obtained and kept renewed all the times the insurance covers
for the Borrower’s all assets duly endorsed in favor of the Lender as required by the Loan Agreement.
3. Report and advice appropriately for major changes in the Insurance Law & environment at any stage
which are likely to affect the project insurance plan and projections.

General Conditions:
1. Review of various documents would be limited to insurable risks and insurance related matters only.
2. The review should be made for the cumulative position of the project till the report date and not limited
to only events occurring during the span of review/year.

Miscellaneous duties:
Apart from above scope, the following may also be required from the LIA –
1. To attend meetings with Lender or/and Borrower's management as and when required.
2. Other responsibilities and any specific review as may be assigned by Lender or/and Borrower's
management arising out of the loan documentation or as may be deemed necessary by the Lender
or/and IHC management.

CATEGORY B: LENDERS’ LEGAL COUNSEL (LLC) SERVICES:

The IHC is in the process of identifying the Law Firms for engagement as Lenders’ Legal Counsel (LLC)
on case to case basis for the Projects funded by the Company in the Country or jurisdiction specified on this
EoI document. The LLC will be engaged on a five (5) year contract and shall be responsible for carrying
out the due diligence, drafting & finalizing Project Financing loan and security documentations, etc.

Expression(s) of Interest (EOI) are invited from the Law Firms(s) having sufficient relevant experience and
proficiency in corporate laws, banking laws, other statues, Rules, Regulations, Govt. Guidelines relating to
Infrastructure financing.

The services shall include but not limited to:

1. Provide Legal opinion in the matters relating to the project to be financed;

2. Undertake entire assignment on behalf of IHC and other Consortium Lenders (if any);
3. Carry out legal due diligence of the incorporation/constitutional documents of the Borrower and the
project documents (including review of third party contracts of the subject project), clearances
including land due diligence regarding title and ROC searches of the assets / properties to be charged
for securing the loans;
4. Prepare and finalize the financing and security documents in terms of the sanction letters issued by the
lenders;
5. Visit the site, if required by the Lenders and attend meetings and conferences with the Lenders and the
borrower as and when and wherever required;

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 6. Provide legal opinions on the issues relating to the financing/ security matters of the subject project;
7. Disclose, confirm that they are not acting on behalf of the Borrower/Promoters/Sponsors nor
representing them in any manner whatsoever for Project concerned;
8. Any other issue / work in connection or related to this assignment;
9. On completion of execution of all the documents and creation of securities, LLC shall furnish a final
closing opinion confirming that the regulatory approvals, consents, project documents, financing
documents and securities created are via duly stamped instruments and in terms of sanction letter of the
lenders and are in order, legally binding, valid and enforceable under the applicable local and
international Laws.
10. Rendering of legal opinion on Corporate, Industrial Relation, Arbitration, Civil, Service and Labor
Laws.
11. Legal vetting of all sorts of contracts, agreements etc.

Note:
The service providers shall be selected through this Call based on Eligibility and Assessment
Criteria provided in Annexes 2 and 3 respectively of this Call Document.

2. Expression of Interest
Prior to submitting an EoI, the Applicants may submit requests for clarification regarding the Call. Such
requests must include a reference to the Call and the name of the Applicant, and shall be submitted in
English via email to SGMD@ihcuae-project.com not later than 07-August-2023. The subject field of
the email shall indicate the following: “Clarifications – EoI No. IHC/ABD/EOI/022/2023/UAE”.

Requests for clarification shall not receive individual replies. Instead, answers to requests received
before or on the above-referred deadline that are relevant to the Call and to all Applicants shall be
provided as an addendum in one or several clarification document(s) to be emailed to all participants
that declared their intention to participate on the EOI process at latest on 09-August-2023. Applicants
will not be separately notified of a specific date that any such clarifications will be provided.

The Applicants interested in participating in the Call shall submit an EoI complying with the
requirements set out in this Call Document not later than 15-August-2023 (hereinafter the Deadline).

The EoI must be submitted in the form set out in Annex 1 and be supplemented with the appendices
and other documents required therein. The Applicants may not amend, omit terms or declarations, add
clauses to or modify the EoI or other templates provided in this Call Document in any other way.

The EoI and all attached documents shall be written in English, converted to a machine-readable PDF
format, signed, scanned and submitted via email to SGMD@ihcuae-project.com. IHC reserves the
right at any time to require original signed copies of all signed documents provided in electronic
form.

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 The subject field of the email shall indicate the following: “Expression of Interest – EoI No.
IHC/ABD/EOI/022/2023/UAE – [name of the Applicant].

An EoI will be accepted only if it has been received on or before the Deadline with all relevant
requirements. An Applicant bears the risk of any technical or other impediments in delivering the EoI.
For the purpose of determining whether an EoI has been received by the Deadline, an EoI will be
deemed to have been received on the date of receipt by IHC of the email. All parts of an EoI must have
been received by the Deadline in order to be considered eligible.

Each Applicant whose EoI has been received on or before the Deadline will be sent a confirmation of
receipt by email. The confirmation of receipt shall not be construed as, nor shall it constitute, a
declaration of completeness of the EoI and the documents submitted therewith, or eligibility of the EoI,
nor any other kind of assessment or acceptance of the same.

An Applicant may amend or supplement its EoI on or before the Deadline by submitting an amended
EoI in full (including all required appendices and other documents) in the same manner as specified
above, and must clearly and unambiguously state any amendments made to the original EoI. The EoI
submitted at a later time shall prevail over the EoI submitted earlier.

An Applicant may withdraw its EoI at any stage of the Selection Process by submitting a clear statement
to that effect in the same manner as specified above, i.e., in a written form in English, converted to PDF
format, signed and scanned and submitted via email to SGMD@ihcuae-project.com.

Unless otherwise provided in the Call Document or applicable law, IHC will not be under any
obligation to destroy or permanently delete any EoI or supporting materials (including appendices of the
EoI) at the direction of Applicants, including in the event of a withdrawal by an Applicant from the
Selection Process.

Without prejudice to anything else provided in the Call Document, notably in Section 3.2 below,
IHC shall not contact any Applicant during the Call in relation to an Applicant’s EoI, unless IHC
considers it necessary to clarify issues of a mere technical, formal or clerical nature. However, should
IHC discover any errors, inaccuracies, omissions or any other type of clerical defect in the Call
Document before the Deadline, IHC may amend the Call Document and inform accordingly by means
of providing addendum in writing by e-mail to all eligible prospective participants.

3. Selection Process
In conducting the Call and carrying out the Selection Process, IHC is committed to respect
fundamental principles, such as:

equal treatment;
effective competition;
non-discrimination;
confidentiality;
and transparency.

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 The EoIs will be assessed and ranked on a comparative basis under competitive terms using
professional analysis and judgment, avoiding any conflicts of interest, in compliance with IHC’s internal rules
and policies, and based on the criteria set below and otherwise in accordance with the Selection
Process described herein. For the purpose of the Selection Process, IHC will have the right to request
and/or receive information on the Applicants from third parties.

The Selection Process shall consist of two consecutive phases described below. IHC may engage
external advisors or experts to provide assistance in legal, commercial and technical matters
throughout the Call. Applicants should note that all EoIs and supporting materials will be provided by
IHC in electronic form to one or more external advisors or experts engaged by IHC for the purposes
of the participation in the Selection Process and implementation of the Call and that such external
advisors or experts may participate in relevant phases of the Selection Process.

In any phase of the Selection Process until and prior to entering into legally binding Contract
Documents (as defined below) with an Applicant, IHC reserves full discretion to consider or not to
consider Applicants, and no Applicant has any claim or other right or may expect to be ultimately
selected as the Fund Manager in the context of the Call. Any negotiation of terms and conditions of the
Investment by no means entails any obligation for IHC to enter into such agreement with the
relevant Applicant.

IHC may amend and/or supplement the terms of this Call at any time and proceed with the Selection
Process provided that the above indicated principles of equal treatment, effective competition, non-
discrimination, confidentiality and transparency are observed.

IHC reserves the right at any time during the Selection Process to terminate the Call in its entirety. The
contractual negotiation process may not be considered completed prior to IHC and the Applicant
having agreed on all relevant terms and conditions and upon the signature of the Contract Documents
by IHC.

A detailed description of each phase of the Selection Process is provided below.

3.1. First phase – submission of the EoIs and screening of the Applicants
The Applicants are invited to express their interest by completing and submitting an EoI by the Deadline
and in accordance with the other requirements set out in this Call.

IHC shall screen the compliance of the Applicants and their EoIs with the eligibility criteria listed in
Annex 2 (hereinafter the Elimination Criteria). IHC shall form a shortlist of the Eligible Applicants.
All Applicants whose EoIs meet the Eligibility Criteria (hereinafter the Eligible Applicants) shall be
notified accordingly and invited to proceed to the second phase described below. Applicants who do
not meet the Eligibility Criteria will be rejected and the Applicant notified accordingly via email.

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 In case there are no Eligible Applicants or in case there is only one Eligible Applicant, IHC may
decide either to:

proceed with the only Eligible Applicant;

republish the Call with or without amending its terms;
extend the deadline and invite additional Applicants to submit EoIs without amending any other
terms of the Call; or
to terminate the Call in its entirety.

3.2. Second phase – submission of the RFPs and assessment of the RFPs and
determination of the Successful Bidder
IHC shall issue a Request for Proposal (RFP) document to the shortlisted eligible participants. The eligible
participants shall submit their “Technical bid” and “Financial bid” in accordance with instructions to be set
out on the RFP document. IHC shall evaluate the technical and financial proposals of eligible participant
on a comparative basis under competitive terms according to the assessment criteria set forth in the RFP
document. The firm achieving the highest combined technical and financial score for both Category-A and
Category-B (hereinafter the Successful Bidders) will be invited for negotiations. Only one successful
bidder shall be selected for each of the categories.

3.3. Third phase – negotiation and signing of the Contract Documents

In the final phase, IHC shall negotiate the documents necessary to carry out assignments. The aim of
the negotiation is to reach agreement on all points and draft and sign a contract. The expected da te
and address for contract negotiation will be communicated to the successful bidders of each of the
categories. Negotiation will include: a) discussion and clarification of the Terms of Reference
(TOR) and Scope of Services; b) Discussion and finalization of the methodology and work program
proposed by the Successful Bidder; c) Discussion on the services, requirements and data, if any, to
be provided by IHC; d) Discussion on the financial proposal submitted by the successful bidder; and
e) Drafting and signing of the contract.

If, for any reason: (i) IHC and the Successful Bidder have not signed the Contract Documents; or (ii) the
successful bidder has not fulfilled relevant conditions precedent and achieved the Contract signing, in
each case within such period stipulated by IHC or agreed with the Successful bidder following the
selection of the successful bidder, IHC may, among other things, revert to any other phase of the
Selection Process by either:

republishing the Call with or without amending its terms;

extending the deadline and inviting additional Applicants to submit their EoIs without amending
any other terms of the Call; or
selecting another Successful Bidder from amongst the Eligible Applicants included in the
reserve list for further assessment and negotiating the Contract Documents.

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 3.4. Timetable
The key deadlines for the submission of the EoIs and indicative timetable of the Selection Process are
provided below:

# Action Deadline

1 Deadline for submission of requests for clarifications 07 August 2023

2 Final date for issue of clarifications 09 August 2023

3 Final date for submission of swift report for EOI deposit 11 August 2023

4 Deadline for submission of EoI Application 15 August 2023

Evaluation against the Eligibility and Assessment Criteria August - September 2023
5
and short-listing the Applicants

Floating of RFP document to shortlisted Eligible September - October 2023

6
Applicants for selection of the successful bidder

7 Negotiation and execution of the Contract Documents December 2023

8 Commencement of Services Up to 2 months from signing

The timetable provided above is indicative. IHC has the right to modify the timetable provided that the
above indicated principles of equal treatment, non-discrimination, confidentiality and transparency are
observed.

4. Eligibility Criteria
CATEGORY – A: LENDERS' INSURANCE ADVISORY (LIA) SERVICES

 Interested firms must provide detailed information indicating that they are qualified to perform the
services (description of similar assignments, evidence of familiarity with insurance / risk evaluations
on a large scale, experience in similar conditions, evidence and familiarity with international
organizations, managerial and technical capability, etc.). The Expressions of Interest should include
advice and or suggested approach on how the review will be undertaken, team composition and
expected inputs from the IHC for execution of the assignment.

 The insurance advisory firm should be having established office in the Country or jurisdiction sought
in this EoI.

 The names pertinent information and CV of the key personnel for individual or group to execute the
contract must be indicated in the EOI submission.

 Past performance will be given due consideration in pre-qualifying bidders. Minimum of two (2)
References from past customers should be included in the EoI submission.

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  The firm shall have at least 3 years’ experience in conducting similar assignments. The team shall
consist of people with extensive professional experience in the sector and in the country/ region
specified in this EoI document. The firm’s and team’s experience of working with international
public and private and multilateral organizations will be advantageous

 The insurance firm financial condition will be determined by latest audited financial statements for
past three (3) years submitted with the EoI documents.

CATEGORY B: LENDERS' LEGAL COUNSEL (LLC) SERVICES

 Interested law firms must provide detailed information indicating that they are qualified to perform the
services (description of similar assignments, experience in similar conditions, evidence and familiarity
with international organizations, managerial and technical capability, etc.). The Expressions of Interest
should include advice and or suggested approach on how the legal advisory services will be
undertaken, team composition and expected inputs from the IHC for execution of the assignment.

 The Law Firms should be having established office in the Country or jurisdiction sought in this EoI.

 The Law Firm should have acted as a lenders’ legal counsel under lending arrangement for financing
to infrastructure projects including energy sector.

 The Law Firm should have completed operation for a minimum of 5 (five) years since its
inception/formation, in rendering services as lenders’ legal counsel in connection with funding to
infrastructure projects including energy sector.

 The Law Firm should have strong financial background. The law firm's financial condition will be
determined by latest audited financial statements for past three (3) years submitted with the EoI
documents.

 The Law Firm should have sufficient legal professionals based in Country or jurisdiction sought in the
document to form a dedicated team consisting of 1 (one) partner supported by 2-3 Sr.
Associates/Associates, who have experience in project financing including energy sector projects. The
names pertinent information and CV of the key personnel to execute the contract must be indicated in
the EOI submission.

Notes:

Bidders for both Category-A and Category-B should be required to submit documentary evidences for
meeting the above criteria. In case, due to confidentiality reasons, you are not in a position to submit the
documentary evidences, then the participant have to submit a certificate from CEO of the bidder, which has to
be certified by Chartered Accountant/Notary or equivalent Authority, stating that:

i. “The information provided in the support of qualification criteria is factually correct and the company
meets the qualification criteria. In case, the information submitted in the support of qualification
criteria is found to be incorrect at a later stage, their offer/contract may be rejected/terminated.”

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 ii. In case the experience(s) are in the name of the Party’s Parent/Holding/Affiliate Company(ies) and
they independently or jointly meet the experiences mentioned above, the same is also acceptable.

 Proposals with functionality/technical points of less than the pre-determined minimum overall
percentage of 70% and less than 70% on any of the individual criteria will be eliminated from further
evaluation.

 Refer to Annex 3A and 3B for the scoring sheet that will be used to evaluate functionality.

5. Refundable Category Amount Deposit

5.1. Interested candidates are required to submit its Expression of Interest (EOI) Application along with a
refundable Application deposit in accordance with their selected category below in form of an interest
free refundable deposit fee. Payments should be made by Digital Banking Transfer or Electronic Swift
Bank Transfer directly to bank account of “Custodian” nominated by IHC. For purpose of this
paragraph, the term "CUSTODIAN" refers to a natural person, private or government entity or a
combination of the both, engaged by IHC to act legally on its behalf in relation to receiving or
discharging of any kind of monetary or financial guarantee or any other financial services as may be
required on behalf of IHC.

5.2. Interested candidates should select one category as specified below:

Category A - AED 50,000 or US$13,600./-

Category B - AED 55,000 or US$15,000./-

5.3. It is responsibility of the participant to ensure the refundable EoI deposit is received and confirmed by
IHC's Custodian not later than 11-August-2023. (hereinafter the Enlistment Date). Participant may
request for IHC's Custodian banking coordinates in writing by e-mail prior to the above date to receive
invoice for processing and transfer of the refundable EoI deposit. Only participants that provide proof
of payment of their refundable deposit until above date shall be enlisted as eligible prospective
participants of this process. EoI Submissions from non-enlisted candidates shall not be considered.

5.4. Banking coordinates of IHC Custodian shall be provided to Applicant on Request. Proof of payment
(telex copy or deposit receipt) of application refundable fee must be submitted together with the EoI
submission. Bank transfer charges shall be on account of applicant. EoI submission received without
“Refundable Category Amount Deposit” shall be rejected without further considerations.

5.5. Cheques, Cash, Demand Draft, Money Orders, Bank Guarantee, Fixed deposit Receipts etc. towards
refundable application deposit are not acceptable.

5.6. The “Refundable EOI Application Deposit” is required to ensure IHC receives serious applications
only. The deposit is 100% refundable after evaluation of EOI documents.

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 5.7. Applicant must submit Appendix 2 (Applicant's Bank Details) of this EoI document for refund of the
EoI deposit and bank transfer charges for such refund shall be on account of applicant.

5.8. Evaluation timeline of submitted EoI application may take up to 20 days from the submission deadline
and EoI deposit is refundable within maximum of twenty-one (21) days from the submission deadline.
The refund payment shall be by swift transfer to bank account provided by Applicant on Appendix 2 of
this document.

5.9. Applicant will be disqualified and application deposit returned to the applicant without further
consideration if it comes to notice of IHC that the information/documents furnished in its application is
incorrect, false, misleading or forged.

5.10. Applicant's EoI submission documents will be evaluated only if accompanied with Proof of payment
for Refundable EOI Application Deposit and any application received without proof of payment
(deposit receipt) showing the refundable deposit paid to IHC’s Custodian shall be rejected without
further consideration.

6. Other matters
6.1. The Company maintains zero tolerance to sharp practices by Applicants, and to provide a level playing
ground for all invited Applicants, no prospective applicant or his/her representative would be welcomed
at IHC’s Office Building Complex on ground of inquiries, presentations or meetings until the selection
and short-listing process is completed based on EOI responses submitted. Likewise, phone calls or
request for video-conference calls shall not be entertained.

6.2. The Applicant must respond to all parts of the questionnaire and all the questions listed therein and
provide the information in English. It is mandatory that the questions are answered exactly in accordance
with the instructions given in the pre-qualification questionnaire segregated and arranged in order by
sections.

6.3. During the evaluation period, IHC or its staff are not permitted to discuss documentation, proposals,
evaluation, or other such matters with potential partners in a manner which favors or disfavors any of the
candidates.

6.4. Incomplete submission will not be processed. Answers to questions and information provided must be
accurate and unambiguous. Additional pages shall be inserted in the event additional space is needed for
replying to the questions. Any additional information that the Applicant wishes to offer should be clearly
separated from specific responses within the single bound document to be submitted. Do not include
office reports or other handouts of an advertising nature unless they contain relevant and specific
information requested in the questionnaire.

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 6.5. This Call shall be governed by the provisions of Emirati civil law and does not constitute a
public procurement procedure within the meaning of the Emirati Public Procurement Act. This
Call does not constitute an offer nor an invitation to submit an offer by IHC within the meaning of
the applicable law. An EoI submitted in response to this Call does not constitute an offer and
any decision made with respect to an EoI pursuant to the Selection Process does not constitute
an acceptance within the meaning of the applicable law. Only the express terms of any written
contract (as and when it is executed) shall have any contractual effect in connection with the
Selection Process.

6.6. All Applicants are solely responsible for their costs and expenses incurred in connection
with the Selection Process. No Applicant or other person or entity has any right to request any
compensation for any costs and expenses incurred in connection with its participation in
the Selection Process or otherwise in relation to this Call, including any legal costs and
costs of other outsourced services, irrespective of the outcome of the Selection Process,
including in case the Call is cancelled as provided above. IHC shall not be liable to any person
for any damages, losses, costs, liabilities or expenses of any kind which it may suffer as a
consequence of relying upon any information provided in, or in connection with, this Call or Call
Documents.

6.7. The decisions made regarding the Call during the Selection Process (i.e., decisions on Eligible
Applicants and the Successful Bidder) are binding to all Applicants and are not contestable in
court.

6.8. Applicants shall not undertake (or permit to be undertaken) at any time any publicity activity
with any section of the media in relation to the Call or the Selection Process other than with
the prior written agreement of IHC. Such agreement shall extend to the content of any
publicity. In this paragraph the word “media” includes (without limitation) radio, television,
newspapers, trade and specialist press, the internet and email accessible by the public at large
and the representatives of such media. The identity of the Preferred Applicants may be
disclosed to the public at any time during the Selection Process at the sole discretion of IHC.

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 Annex 1 – Templates for the Expression
of Interest and the relevant Appendices
To:

International Holding Company PJSC (IHC)

Abu Dhabi – UAE.

Call for Expression of

Interest reference code
Applicant submitting the
Expression of Interest
IHC/ABD/EOI/022/2023/UAE - To select a Lenders’ Insurance Advisor
(LIA), and Lenders’ Legal Counsel (LLC) to provide services for projects to
be funded by IHC in India.
[To be filled, if the Applicant is a legal person. Complete or delete as appropriate.]
Company name

Legal form

Registration Denomination of register:

details Date of registration:
Country of registration:
Standard identification code / registration number (if
applicable):

Contact details Contact person:

Address:
Telephone:
Email:

[To be filled, if the Applicant is a team of natural persons (filled for each person
designated as the Applicant, including the Key Executives). Complete or delete
as appropriate.]

Names (surname,
forename(s))

Contact details Contact person:

Address:
Telephone:
Email:

Expression of Interest

Dear Sir/Madam,

Herewith we are submitting our Expression of Interest in response to the Call for Expression of Interest
with reference code EoI No. IHC/ABD/EOI/022/2023/UAE, dated 28-July-2023. Our submission is
for Category…………….. (select A or B) Capitalized expressions used herein shall have the meaning
attributed to them in the above-mentioned Call for Expression of Interest, unless otherwise expressly
defined herein or otherwise required by the context.

Each of the undersigned, by signing this form, certifies and declares that (i) all information contained in
this Expression of Interest, its appendices and all other documents attached to it are complete and
correct in all respects and (ii) the Applicant and the signatory acknowledges and agrees with all and any
terms and conditions as set out in the Call Document. The undersigned shall, upon request, provide any
evidence to confirm the above.

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 [NOTE: The EoI must be signed by the authorized representative(s) of the Applicant.]

Yours sincerely,

Signature(s):

[Names and positions of the undersigned]

[Date of signing]

Appendices to be submitted with the Expression of Interest:

1. Applicant’s Documents (listed in the Appendix 1);
2. Copy of swift report of Refundable EoI application paid to IHC’s Custodian.
3. Applicant's Bank Details for refund of EoI deposit (based on the template in Appendix 2).

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 Appendix 1 – Applicant’s Documents

The Applicant shall attach to the EoI the following documents:

CVs of each team member and Key Personnel containing the following information:
- Full name;
- Date of birth;
- Current place of residence;
- Nationality;
- Education and academic experience;
- Professional experience;
- Language proficiencies.
Copy of the Applicant’s registration Certificate, or other document evidencing the due incorporation and
registration of the Applicant;*
Copy of the Applicant’s Articles of Association, Memorandum of Association or other constitutional document;*
Copy of identity card, passport or any other document which can be used for the identification of
the authorized representative of the Applicant;
Evidence of the relevant Key Executives’;
Appropriate evidence of the representative’s authorization to act for and on behalf of the Applicant (power of attorney).*

* Copies of original documents as well as uncertified translations in English to be provided.

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 Appendix 2 – Application for Refund of EOI Deposit

To:

International Holding Company PJSC (IHC)

Abu Dhabi – UAE

Application for Refund – Bidder’s Bank Details

This Application for refund is presented in connection with the submission of an EoI for the Call for
Expressions of Interest, reference code EoI No. IHC/ABD/EOI/022/2023/UAE, dated 28 July 2023.

I, the undersigned, being a duly authorized representative of the Applicant and/or a Key Executive
(hereinafter each also a Relevant Person), hereby declare that I confirm that our EoI application
deposit in the amount of .................(in words…………….) should be refund to our bank stated below
on conclusion of Expression of Interest (EOI) evaluation period.

1. Name of Bank
2. Bank Address
3. Bank Branch
4. Account Number
5. IBAN
6. Swift Code
7. Beneficiary
8. Beneficiary Address

Signed :

Name :

In the capacity of :

Date :

Applicant’s
Company
Stamp

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 Annex 2 – Elimination Criteria
A negative result (a “No”) on any of the following criteria results in the elimination of the Applicant:

# Eligibility Criteria Yes/No

1 The EoI is received within the Deadline.

2 The EoI is received in a machine-readable PDF format by email.

3 The swift report copy of refundable EoI deposit paid to IHC custodian is attached

4 The EoI is completed and submitted in English.

5 The EoI is duly signed by all persons who, pursuant to Annex 1, are required to
sign the EoI.

6 The EoI is prepared in accordance with Annex 1 of this Call Document.

7 All necessary documents which, pursuant to Annex 1, are required to be prepared

and/or attached to the EoI, have been duly prepared and attached.

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 Annex 3A – Assessment Criteria
Applicants for Category-A Lenders Insurance Advisory (LIA) services shall be evaluated on a
comparative basis under competitive terms and ranked against the Assessment Criteria below:

# Assessment Criteria Weighting %

1 The Insurance Firm Proposal 40

Proposal:
The Bidder should show competence, willingness and capacity to service the contract.

 Expertise

 Knowledge

 Key Considerations in approaching this assignment (summarizing approach and

methodology)

2 Team 30
Please provide list of Key experts proposed for the assignment. Also attach brief CV of
proposed personnel detailing qualifications, years of experience in conducting similar
assignments and details of such assignments.

Experience
3 30
The Insurance firm must have demonstrable experience as set out in the scope of services
requirements.

The Insurance firm shall have at least 3 years’ experience in the provision of insurance
advisory and consultancy services.

Relevant Services Carried Out in the Last Five Years That Best Illustrate Qualifications
of the Applicant. (A minimum of 2 references are to be submitted.)

Annual Turnover for past three financial years:

(FY19-20, FY 20-21 & FY 21-22)

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 Annex 3B – Assessment Criteria
Applicants for Category-B - Lenders’ Legal Counsel (LLC) services shall be evaluated on a
comparative basis under competitive terms and ranked against the Assessment Criteria below:

# Assessment Criteria Weighting %

1 The Law Firm’s Proposal 40

Proposal:
The Bidder should show competence, willingness and capacity to service the contract.

 Expertise

 Knowledge

 Key Considerations in approaching this assignment (summarizing approach and

methodology)

2 Team 30
Names & Experience details/Profiles of the Partner & other team members
(To be associated with IHC matters)

(i) Partner
(ii) Sr. Associate(s)
(iii) Associate(s)

3 Experience 30
The law firm must have demonstrable experience as set out in the scope of service
requirements.

The law firm shall have at least 5 years’ experience in the provision of similar services

Relevant Services Carried Out in the Last Five Years That Best Illustrate Qualifications
of the Applicant. (A minimum of 2 references are to be submitted.)

Annual Turnover for past three financial years:

(FY19-20, FY 20-21 & FY 21-22)

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 END OF DOCUMENT
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