Unless the context otherwise indicates, the words and terms of these Regulations shall have the same specified meanings as in the Law and the PSP Governing Rules, and the following words and terms shall have the meanings specified herein:

• Law: The Private Sector Participation Law.

• PSP Governing Rules: The Private Sector Participation (PSP) Governing Rules issued pursuant to the Law.

• Regulations: The Implementing Regulations of the Law

• Approving Authority: The entity/entities identified as such by the PSP Governing Rules

• Contracting Authority: The entity/entities identified as such by the PSP Governing Rules.

• Board of Directors: NCP's Board of Directors.

• Supervisory Committee: The Supervisory Committee formed pursuant to the PSP Governing Rules.

• MOF: The Ministry of Finance

• Authority: Local Content and Government Procurement Authority.

• Primary Members: The Primary Members of the Supervisory Committee (or their delegates) according to the PSP Governing Rules.

• Secretariat: The Secretariat of the Supervisory Committee.

• Concerned Entity: Ministries, government entities, public bodies, public authorities, bodies with an independent public juristic personality, or bodies concerned with a PSP Project subject to the provisions of the Law. This shall include the companies whose PSP Contracts are subject to the Law.Such Entity shall be represented by the Director-Head.

• Director-Head: The minister of the Concerned Entity, or equivalent, or the Board of Directors of the Concerned Entity where the Concerned Entity has such a board (or any delegate).

• Steering Committee: Steering Committee of the Supervisory Committee.

• Work Team: The Work Team of the Supervisory Committee or the Contracting Authority, or both, depending on the context.

• Advisor: A company or person providing professional or advisory services related to a PSP Project.

• PSP Project: A Public-Private Partnership (PPP) project, a Divestment Project, or both, depending on the context.

• PSP Plan: A sector-specific plan, identifying the objectives of PSP Projects within the sector, the list of PSP Projects within the sector and the timeline for their implementation.

• PPP Contract: The PPP Contract, including any ancillary contracts.

• The Contract: The PSP Contract, including any ancillary contracts.

• Business Case Documents: The documents of the PSP Project that include the detailed study developed for the PSP Project before tendering, including the technical, financial, legal and regulatory aspects of the project and other project-related aspects.

• Tendering Plan: A plan that includes the technical components of the PSP Project, its tendering procedures and the management of the tendering process, the applicable evaluation procedures and criteria, the Tender Documents and appendices thereto which shall be aligned with the needs of the PSP Project and achieving its objectives.

• Expression of Interest (EOI): A tender document issued by the Contracting Authority to the market to identify the size of the targeted market and interest in the proposed PSP Project.

• Request for Qualifications (RFQ): A tender document issued by the Contracting Authority to potential bidders to evaluate their qualifications and/or capabilities to be qualified to submit proposals for the PSP Project.

• Statement of Qualifications (SOQ): A statement submitted by the bidder to the Contracting Authority in response to a Request for Qualifications for a PSP Project.

• Request for Proposals (RFP): A tender document issued to bidders by the Contracting Authority to request proposals in relation to the PSP Project.

• Proposal Documents: Documents submitted by the bidder to the Contracting Authority in response to an RFP for a PSP Project.

• Tender Documents: The tender documents shall include the EOI, RFQ and RFP.

• Standstill Period: Ten (10) working days from the date of announcing the list of persons who expressed their interest in bidding in the PSP Project tender, the list of qualified bidders to submit proposals, the shortlist of bidders, the results of the tendering and the preferred bidder, or the end of the negotiation procedures. Five (5) working days shall be added to this period in the event of any appeal in relation to tendering and award procedures, The Supervisory Committee may reduce these periods upon the request of the Concerned Entity if it provides justifications therefor.

When exercising their tasks and powers in the PSP Projects, the Contracting Authority and its Working Groups shall observe the following:

• 1. Fairness: All competitors from the private sector shall be treated objectively and impartially.

• 2. Transparency: Implementing PSP Projects transparently, and enabling all competitors, private parties, and Governmental entities to access information relating to PSP Projects at all stages.

• 3. Enforcement of Contracts: Contracts concluded in accordance with the Law are the basis for determining the rights and obligations of the contracting parties; the provisions of those Contracts are the foundation governing the relationship between the parties involved.

• 4. Planning: PSP Projects are initiated and implemented based on plans and studies prepared in advance to enable the public and private sectors to be prepared before tendering and implementing these projects.

• 5. Feasibility: PSP Projects shall achieve feasible outcomes for the Government, and result in economic benefits to the public and private sectors.

1. Without prejudice to the provisions of the Law for a project to be treated as a PSP Project in relation to infrastructure or public service; a project related to infrastructure or public service shall not be treated as a PSP Project subject to the Law unless the value of the project reaches or exceeds the threshold under this Article.

2. The value threshold for a divestment project shall be fifty million (50,000,000) riyals. The value of the project is calculated based on the Contracting Authority’s estimated value of the asset to be divested.

3. The value threshold for a PPP Project shall be two hundred million (200,000,000) riyals. The value of the project is calculated based on the projected total nominal value for the term of the PPP Project as estimated by the Contracting Authority after calculating each of the following items independently and the threshold is satisfied by any of them:

• a. CAPEX and OPEX, plus government-owned assets over which the private sector is granted any rights (including divestment) if any.

• b. Potential financial obligations incurred by the State Treasury. c. The projected financial revenues for the Government.

4. The Contracting Authority may combine more than one project of a similar nature in its scope and transaction structure to meet the threshold under this Article.

5. In the case that the threshold under this Article is not achieved and the Concerned Entity decides to proceed with the infrastructure or public service project, the applicable laws and regulations relating to the initiation of this project shall be applied.

For the purposes of implementing the provisions of Article (4) of the Law, the provisions of the PSP Law and the Regulations shall apply to PSP projects that are tendered or contracted by companies established by the government, or which the government, either directly or indirectly, owns more than 50% of their capital, and the purpose of their incorporation or ownership is for the tendering of a PSP project. A company is considered government-incorporated or owned for the purpose of tendering the PSP Project if one of the following criteria is met:

1. If the company is established with the approval of the Approving Authority based on the Business Case Documents, for the purposes of corporatization in preparation for Divestment.

2. If the company is established or owned by the government for the purposes of tendering a project related to infrastructure or public services through PSP.

3. If the company is wholly owned by the government and the establishment of which provided for the divestment of assets related to public infrastructure to it.