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 (a) Key enabling legislation

Angola

(i) Key legislation and regulations

The relevant legislation and regulations that govern a project company and a power project in Angola, particularly relating to power supply and generation, is the following:

Code of Commercial Companies (Law 1/2004, of February 13) - this law sets up the incorporation of companies in the Angolan jurisdiction.

Private Investment Act (Law 11/2003, of May 13) - this Act outlines the legislative framework concerning the granting of tax and economic benefits and advantages of investing in Angola for both national and foreign companies. The power sector is considered a priority sector for the development of the country so that it is eligible for getting special support from the government, provided that the requirements established by law are met.

Organic Status of the National Agency for Private Investment (Decree 44/2003, of July 4) - sets up the powers and functions of the National Agency for Private Investment - Agencia Nacional do Investimento Privado - the public entity responsible for implementing the national policy on private investment as well as promoting, coordinating and supervising private investments.

Organic Status of the Company's Single Desk (Decree 123/2003, of December 23) - outlines the functioning of the Company's Single Desk, a site where almost all actions concerning the incorporation of a company can be carried out.

General Law of Electricity (Law 14-A/1996, of May 31) - this law outlines the general principles of the legislative framework of production, transportation, distribution and use of electricity.

Regulation of Electricity Production (Decree 47/2001, of July 20) - outlines the legislative framework of power production under the Public Electricity System and the requirement to obtain a licence or concession for private power production.

Regulation of Electricity Distribution (Decree 45/2001, of July 13) - outlines the legislative framework of power distribution under the Public Electricity System, not including privative systems. It also sets up the need of getting a licence or concession to carry out power distribution.

Regulatory Office of the Power Sector (Decree Law 4/2002, of March 12) - outlines the powers and duties of the Office, as regulator of the power sector, particularly for the production, transportation, distribution and marketing of power.

Regulation on Licensing of Production Facilities, Transportation and Distribution of Electricity (Decree 41/2004, of July 2) - outlines the principles and rules governing the licensing of electrical facilities designed, built and operated to produce, transport or distribute power for public or private consumption.

Regulation of Power Supply (Decree 27/2001, of May 18) - outlines the framework for power provision in Very High Voltage, High Voltage and Low Voltage to electrical Facilities.

Environmental Law (Law 5/98, of June 19) - establishes the concepts and basic principles of the protection and conservation of the environment, the promotion of quality of life and the rational use of natural resources.

Land Law (Law 9/2004, of November 9) - outlines the legal framework of the land included in the original property of the State, the land rights that they can rely on and the general system of transmission, creation, performance and extinction of these rights.

Mechanisms of establishment, demarcation and attribution to authorize Land Concessions for Private Investment (Decree 99/2003, of October 28) - defines mechanisms for the establishment, demarcation and powers to grant concessions of land for private investment.

Environmental Licensing (Decree 59/2007, of July 13) - outlines the rules on environmental licensing of activities that, because of their nature, location or size, are likely to cause relevant environmental and social impact.

Regulation of the Professional Activity of Non-Resident Workers (Decree 6/2001, of January 19) - outlines the professional activity of foreign non-resident workers.

Regulation of the Legal Situation of Foreigners in the Republic of Angola (Law 2/2007, of August 31 and Decree 101/2007, of November 28) - outlines the legal situation of foreign citizens in Angola, including the conditions of entry, stay, living and exit of the country.

Tax and Customs Incentives for Private Investment (Law 17/2003, of July 25) - outlines the procedures and types of granting of tax incentives under the Law on Private Investment.

(ii) Overriding legislation and regulations

The General Electricity Law - enacted by Law 14-A/1996, of May 31-, sets out general legal principles for the generation, transmission, distribution and consumption of power activities. The law envisages promoting competition in generation and distribution of power, so as to implement private initiative. This law refers to specific diplomas and activities' regulations.

Decrees 47/2001, of July 20, and 45/2001, of July 13, respectively, set the rules for power generation and distribution within the Electricity Public Sector (SEP); Decree 41/2004, of July 2, approving the Regulation on the Licensing of Generation, Transmission and Distribution of power Installations within the private sector and outside the limits of the activities covered by the SEP which are to be developed under a licensing or a concession regime. Decree 41/2004 covers generation for self consumption as well as private and public supply of power.

Pursuant to the law of Delimitation of the Sectors within the Economic Activity Law 5/2002, of April 16 the generation, transmission and production of power for public consumption are reserved to the State, being developed by companies or entities which are not part of the public sector only by means of concession agreements or the issue of licenses for the said purposes.

Guinea

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

  1. Uniform Act related to Commercial Companies and Economical Interest Grouping: Act adopted on 17th of April 1997 and published in the JO OHADA n*2 dated on 1st October 1997
  2. Law n*L/92/043 dated on 8th February 1992 related to the Code of Economic Activities
  3. Law n*L/93/039/CTRN of 13th September 1993 which regulates the responsibility frameworks of the various stakeholders, the management and operation modalities of power generation, transmission and distribution activities, the provisions for participation by the private sector allocation of concessions, creation of the National Electric Energy Board (CNEE : Conseil National de l'Energie Electrique)and the penalty provisions applicable to the power sector.
  4. Law n*L/97/012/AN dated on 1st June 1998 related to the financing, construction, operation, maintenance and transfer of production facilities developed by private operators: BOT (Built, Operate and Transfer), BOO (Built, Own and Operate), BOOT (Build, Own, Operate, Transfer)
  5. Law n*L/2001/18 / dated on 23 October 2001 related to the adoption and promulgation of the Law on the reform and the disengagement of the state to public companies.
  6. Ordinance n*001/PRG/87 dated on 3 January 1987, modified by the Law n*L/95/029/CTRN dated on 30th June 1995 related to Investment Code
  7. Decree n*001/PRG/87 modified by the Decree N* D/ 97/ 208 /PRG/SGG related to the Decree of application of the Investment Code.

(ii) Overriding legislation and regulations: is there any legislation or are there regulations that apply to a power project or project company and that prevail over the terms of the project documents, such as the terms of the generating licence?

The laws which regulate the power projects are:

  1. Law n*L/93/039/CTRN of 13th September 1993 which regulates the responsibility frameworks of the various stakeholders, the management and operation modalities of power generation, transmission and distribution activities, the provisions for participation by the private sector allocation of concessions, creation of the National Electric Energy Board (CNEE : Conseil National de l'Energie Electrique) and the penalty provisions applicable to the power sector.
  2. Arrete n* A/94/2378/MRNE/MOF/SGG which completes the Law L93/039/CTRN dated on 13 September 1993 on matters related to pricing of Energy.

Ivory Coast

(i) Key legislation and regulations: the following is a list of the key legislation and regulations that govern a project company and a power project:

(A) Law n* 85-583 dated on 29th July 1985 organizing the production, transportation and distribution of electricity in Ivory Coast.

(B) Law n*95-620 dated on 3rd August 1995 related to the Investment Code.

(C) Decree n* 95-712 dated on 13th September 1995 laying down modalities for the implementation of Law n* 95-620 of 3rd August 1995 establishing the Investment Code.

(D) Decree n*98-725 dated on 16th December 1998 restructuring the electricity sector.

(E) Arrete n*0121 dated on 22nd December 1995 related to the conditions of the admissibility of statements investment and request for approval to investment.

(ii) Overriding legislation and regulations

The legislation that applies to a power project or project company and that prevails over the terms of the project documents is the Arrete n*077 dated on 14th September 2001 related to the modification of the price of electricity.

Kenya

(i) List of key legislation and regulations:

(A) The Physical Planning Act No. 6 of 1996, stipulates that for any development to take place within the jurisdiction of a local authority, development permission must be sought from the relevant local authority.

(B) The Environmental Management and Co-ordination Act No. 8 of 1999 ("EMCA"), provides that any person initiating a project which is considered an activity out of character with its surrounding, a structure of a scale not in keeping with its surrounding and a major change in land use is required to be licensed. The National Environment Management Authority ("NEMA") is the regulatory body vested with the power to assess projects with regard to the discharge of pollutants. In addition, NEMA has the power to grant licenses on the basis of mitigating factors pertaining to the discharge of pollutants. The EMCA provides that NEMA has wide ranging powers to police offences; and issue fines and punishments accordingly.

(C) The Occupational Safety and Health Act No.15 of 2007, replaced the Factories Act (Cap 514). This governs issues pertaining to areas of health and safety within the workplace. The fundamental provisions of the Act provide that it is essential to have safe machinery in the workplace. The Act provides for regular inspection requirements and annual work place audits which must be conducted by experts.

(C) Land Legislation. Kenya has several land acts which govern different areas of the country. The various land acts provide for the regulation of the relationship between landlord and tenant, or a chargor and chargee; and most importantly the rights of forfeiture and the powers of sale. Nevertheless, it should be noted that in circumstances where the land is designated as agricultural, foreign ownership of the land (other than through the vehicle of a public company) is prohibited.

(D) The Geothermal Resources Act No.12 of 1982, only applies to situations where the power is being generated through the extraction of geothermal steam. The Act stipulates that a licence would be required for the extraction of geothermal steam

(E) Investment Promotion Act No.6 of 2004 (IPA) was enacted by the Government to promote direct foreign investor in Kenya. The Act provides for the issuance of a certificate that would entitle the holder to obtain the requisite consents, permits or licences.

(F) The Water Act No.8 of 2002, provides that all water is vested in the state. As a result, any person who intends to use a water resource must obtain a water permit. The regulatory body established under this Act is the Water Resources Management Authority ("WRMA").

(G) The Public Health Act (Cap 242) states that the relevant local authority should conduct an inspection of buildings and ensure that the buildings are in compliance with the requirements of the Act. Following a satisfactory inspection, the local authority would issue a certificate confirming the fitness of the premises.

(H) The Forests Act and Wildlife (Conservation and Management) Act could be applicable depending on the location of the IPPs project.

 

Madagascar

(i) List of key legislation and regulations

The list of the key legislation and regulations that govern a project company and power project particularly relating to the power supply and generation is as follows:

The Electricity Code no 98-032, dated on 20th January 1999, on the reform of the electricity sector.

Ordonnance no 90-007, dated on 20th 1997, amending and supplementing certain provisions of Ordonnance 74-002 of 04th February 1974 on the political control of power generation.

Decree no 2001-109, dated on 16th April 2001, on the form of the concession for power transmission.

Decree no 2001-110, dated on 16th April 2001, on approval of the concession electric power reticulation.

Decree no 2003-194, dated on 4th March 2003, related to the electricity sector regulatory body "Organe Regulateur d'Electricite'' (ORE).

Decree no 2005-062, dated on 25th January 2005, on laying down the rules for collecting royalties for power generation, transmission and reticulation by the regulatory body (ORE).

(ii) Overriding legislation and regulations

The concession will be the definitive document. For large projects this will prevail over all the other projects documents.

Mali

(i) List of key legislation and regulations

Uniform Act related to Commercial Companies and Economical Interest Grouping: Act adopted on 17th of April 1997 and published in the JO OHADA n*2 dated on 1st October 1997.

Law n* 91-048/ANRM dated on 26th February 1991 modified by the Law n*05-050 dated on 19th August 2005 related to the Investment Code. This Law sets out the benefits granted to all investors, based on amount of investment, business location and percentage of production exported.

Ordinance n*00-019/P-RM dated on 15th March 2000, related to the organisation of the electricity sector. This ordinance regulates the operational management of production, transport, distribution and sales of electricity run by private companies under State franchise.

Decree n*96-030/P-RM dated on 25th January 1996 modified by the decree n*97-203/P-RM dated on 27th June 1997 governing the administrative formalities of business development.

Decree n* 95-423/P-RM dated on 6th December 1995, amended by Decree n*05-553/P-RM dated on 27th December 2005 related to the detailed rules for implementing the Investment Code.

(ii) Overriding legislation and regulations

The Ordinance n*00-019/P-RM dated on 15th March 2000, related to the organisation of the electricity sector regulates directly the power project and the project company. This regulation sets up the conditions and terms of the generating licence.

Mauritius

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

  • The Electricity Act 1939 (the 'EA 1939'): This Act extends to every authority, company or person authorised to supply electricity for public and private purposes.
  • The Utility Regulatory Act 2004: As mentioned above, this act provides for the establishment of the Utility Regulatory Authority (the 'URA') which will have the duty to grant licenses to persons who want to generate/supply electricity in accordance with the Electricity Act 2005.
  • The Electricity Act 2005 (the 'EA 2005'): This act has not been enacted yet and will cover the licensing of persons wishing to supply electricity by making applications to the Utility Regulatory Authority established under the Utility Regulatory Act 2004.
  • The Competition Act 2007: This act is not fully enacted and it will contain provisions prohibiting collusive agreements, other restrictive agreements and monopolies, and such acts or behaviours likely to have an adverse effect on the competitiveness of the economy, or to be detrimental to the interests of consumers.
  • The Local Government Act 2003 (the 'LGA 2003'): This act requires an application to be made for a Building and Land Use Permit which has to be issued in accordance with the guidelines issued under the Building Act 1915, Planning and Development Act 2004 and the Town and Country Planning Act 1954.

A Building and Land Use ('BLU') application is a formal request for permission to carry out a proposed development/building.

(ii) Overriding legislation and regulations: is there any legislation or are there regulations that apply to a power project or project company and that prevail over the terms of the project documents, such as the terms of the generating licence?

The relevant laws are mentioned above.

Morocco

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

(A) Law no 11-03 of 19th June 2003 relating to Environment Protection;

(B) Law no 12-03 of 19th June 2003 relating to Impact studies on Environment;

(C) Law no 18-95 of 06th December 1995 establishing investment charter;

(D) Law of 24 May 1955 relating to the leases of buildings or places rented in commercial, industrial or craft usage;

(ii) List of key legislation and regulations

Please contact us for further information.

Mozambique

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

Energy Legal Framework:

(A) Energy Policies and Strategies

  • Resolution No. 10/2009, of 4 June 2009 - Energy Policy and Strategy
  • Resolution No. 22/2009, of 21 May 2009 - Biofuels Policy and Strategy
  • Resolution No. 62/2009, of 14 October 2009 – Renewable Energy Policy
  • Resolution No. 64/2009, of  2 November 2009 – Natural Gas Market Development Strategy
  • Decree No. 67/2009, of 11 December 2009 – National Atomic Energy Agency

(B) Power generation and supply

  • Law No. 21/97, of 1 October 1997 - Electricity Law
  • Decree No. 8/2000, of 20 April 2000 - Regulations on the Powers and Procedures for the Award of Concessions, and the Import and Export of Energy
  • Decree No. 42/2005, of 29 November 2005 - Regulations on the National Power Transmission Network Regulations (“NPTN”)
  • Decree No. 43/2005, of 29 November 2005 - which entrusts the role of NPTN Operator to Electricidade de Moçambique, EP (“EDM”)
  • Decree No. 45/98, of 25 September 1998 – Regulations on management of power facilities built or renovated with own funds in the Districts which has not been assigned to a public company
  • Ministerial Diploma No. 31/85, of 31 July 1985 - Regulations on Technical Skills for preparing, implementing and operating power facilities of particular service
  • Decree No. 48/2007, of 22 October 2007 - Licensing Regulations for Electric Facilities
  • Decree No. 43/2005, of 29 November 2005 - entrusts the role of NPTN Operator to Electricidade de Moçambique, EP (“EDM”)
  • Decree No. 25/2000, of 3 October 2000 – Electricity National Council (CNELEC) Statutes
  • Decree nº 46847 - Regulation of safety of high voltage power lines and distribution networks of low voltage power
  • Decree nº 46847 - Regulation of safety of substations and stations of transforming and sectioning
  • Decrees 29782, 30308 and 37823 - Regulation of safety of low voltage power facilities

Other Legal Framework applicable:

(C) Corporate

  • Decree-Law No. 2/2005, of 27 December 2005 as amended by Decree-Law No. 2/2009, of 24 April 2009 – Mozambican Commercial Code
  • Decree 49/2004, of 17 November 2004 - Commercial Activities’ Licensing Regulations

(D) Investment

  • Law No. 3/93, of 24 June 1993 - Investment Law (“IL”)
  • Decree No. 14/93, of 21 July 1993, as amended by Decree No. 43/2009, of 21 August 2009 - Investment Law Regulations (“ILR”)

(E) Tax & Customs

  • Law  No. 34/2007, of 31 December 2007, as amended by Law No. 20/2009, of 10 September 2009 - Corporate Income Tax Code (“CIRPC”)
  • Decree No. 9/2008, of 16 April 2008, as amended by Decree No. 68/2009, of 11 December 2009 - Corporate Income Tax Regulations
  • Law No. 32/2007, of 31 December 2007 - VAT Code
  • Decree No. 7/2008, of 16 April 2008 - VAT Code Regulations
  • Law No. 4/2009, of 12 January 2009 – Tax Benefits Code 
  • Decree No. 34/2009, of 6 July 2009 - Customs Clearance of Goods

(F) Labour

  • Law No. 23/2007, of 1 August 2007 - Labour Law
  • Decree No. 55/2008, of 30 December 2008 - Expatriate Regulations
  • Decree No. 38/2006, of 27 September 2006 – Visa Regulations

(G) Environment

  • Resolution No. 5/95, of 3 August 1995 – National Environment Policy
  • Law No. 20/97, of 1 October 1997 - Environment Law
  • Decree No. 45/2004, of 29 September 2004, as amended by Decree No. 42/2008, of 4 November 2008 – Environmental Impact Assessment Regulations
  • Decree No. 13/2006, of 15 June 2006 – Waste Management Regulations

(H) Foreign Exchange

  • Law 11/2009, of 11 March 2009 - Foreign Exchange Law
  • Bank of Mozambique’s Order No. 5/GGBM/96, of 19 July 1996 – Foreign Exchange Regulations

(I) Land

  • Law 19/97, of 1 October 1997 - Land Law
  • Decree 66/98, of 8 December 1998, as amended by Decree No. 1/2003, of  18 February 2003 and Decree No. 79/2009, of 29 December 2009  - Land Law Regulations

(J) General

  • Mozambican Constitutional Law – approved on 16 November   2004
  • Mozambican Civil Code
  • Civil Procedure Code
  • Law No. 11/99, of 8 July 1999 - Arbitration, Conciliation and Mediation Law (“ACML”)
  • Decree No. 15/2010, of 24 May 2010 - Regulations on Procurement for Public Works, Supply of Goods and Provisions of Services to the State

(ii) Overriding legislation and regulations: is there any legislation or are there regulations that apply to a power project or project company and that prevail over the terms of the project documents, such as the terms of the generating licence?

There is neither overriding legislation nor regulations applicable to a power project or project company that prevail over the terms of the project documents apart from those mentioned in (i) above.

Niger

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

Uniform Act related to Commercial Companies and Economic Interest Grouping: Act adopted on 17th of April 1997 and published in the JO OHADA n°2 dated on 1st October 1997.

Law n° 2003-004 dated on 31st January 2003 related to Electricity Code.

Investment Code of Niger is governed by Ordinance n°89-19 dated on 8th December 8 1989 amended by the Law n°97-19 dated on 27th February 1997, the Ordinance n°99-69 dated on 20th December 1999 itself amended and supplemented by Law n°2001-20 dated on 12th July 2001.

Decree n°2004-266 dated on 14th September 2004 related to the application of the Electricity Code.

Decree n°90-123/PRN/MPE dated on 3rd May 1990 related to the application of the Investment Code.

(ii) Overriding legislation and regulations: is there any legislation or are there regulations that apply to a power project or project company and that prevail over the terms of the project documents, such as the terms of the generating licence?

The regulations which apply directly to the power project are the Electricity Code (see above) and its Decree of application. The terms of the generating licence are set out in the Article 18 of the Electricity Code and especially on the Convention of concession between the State and the Power project.

Nigeria

(i) Key legislation and regulations: please list the key legislation and regulations that govern a project company and a power project, particularly relating to power supply and generation.

The following key legislation and regulations govern a project company and a power project, particularly relating to power supply and generation:

(A) EPSRA: This is the primary legislation that governs the generation, transmission, distribution, supply and trading of electricity in Nigeria. It provides the requirements for the obtention of requisite licenses for engaging in the electric power sector and for the overall regulation of the industry. The NERC established by the EPSRA has in addition to the EPSRA made several regulations which regulate specific activities relating to the industry.

(B) The Energy Commission of Nigeria Act: This establishes the Energy Commission for the co-ordination and overall monitoring of the systematic development of the various energy sources in Nigeria.

(C) The Companies and Allied Matters Act: This is the principal legislation dealing with the organisation, incorporation, management and winding up of companies in Nigeria. It also provides for the framework for the participation of foreign investors in the Nigerian economy.

(D) The National Office for Technology Acquisition and Transfer (NOTAP) Act Chapter N62, LFN 2004: This regulates the transfer of technology from any foreign country to Nigeria. A transaction will be held to involve technology transfer where it involves the supply of: technical expertise, basic or detailed engineering, plant and machinery, or provision of operating staff or managerial assistance and the training of personnel.

(E) Depending on the nature of the project, the Nigerian Oil and Gas Industry Content Development Act, which seeks to increase indigenous participation in the oil and gas industries, may be relevant. Please contact us for further details.

(ii) Overriding legislation and regulations

Under the EPSRA, the provisions of EPSRA (and the regulations made thereunder) and the terms and conditions of the relevant license will prevail over and override any contrary agreement (such as a power purchase agreement) entered into between a licensee and third parties.

 

South Africa

(i) List of key legislation and regulations

  • the Companies Act;
  • the Income Tax Act;
  • BBBEE legislation;
  • the Currency and Exchanges Act, and the Exchange Control Regulations, Orders and Rules promulgated under that act (together "Excon legislation");
  • the Electricity Regulation Act ("ERA") and the regulations promulgated under it ("ERA Regulations");
  • several pieces of labour legislation, such as the Labour Relations Act; the Basic Conditions of Employment Act; the Employment Equity Act; the Pension Funds Act; the Medical Schemes Act; the Skills Development Act; the Skills Development Levies Act; the Unemployment Insurance Act; the Promotion of Equality and Prevention of Unfair Discrimination Act;
  • the Occupational Health and Safety Act and the Compensation for Occupational Injuries and Diseases Act ("Safety legislation");
  • the Prevention and Combating of Corrupt Activities Act.

In addition to the legislation listed above, there could be specific legislation that is relevant to a project or a company, such as the competition legislation or the mining legislation. Accordingly, it is advisable to obtain advice in respect of each project as to any additional specific legislation that could be applicable to that project and accordingly, the company conducting it.

(ii) Overriding legislation and regulations

See above for list of relevant legislation.

Tanzania

(i) List of key legislation and regulations

The Electricity Act 2008 (the "EA") is the primary legislation applicable to the generation and/or transmission and/or distribution of electrical power in Tanzania and to provide for cross border trade in electricity and rural electrification.

The Energy and Water Utilities Regulatory Authority Act (cap 414) (the "EWURA Act") establishes the Energy and Water Utilities Regulator Authority ("EWURA") to regulate the issuance, renewal and revocation of the relevant licences, determine the rates and charges of the services as well as monitor the performance of investment, quality and efficiency of the services in respect of regulated services.

(ii) Overriding legislation and regulations

In certain case the terms of the relevant licence may override the provisions of a project agreement, such as the Power Purchase Agreement ("PPA"). Legislation relating to the environment and employment may also override the provisions of a project agreement.

Uganda

(i) List of key legislation and regulations

The Electricity Act 1999, Cap 145: This Act covers mainly: the mandate of the Electricity Regulatory Act; the various licences applicable to the electricity sector in Uganda and the requirements that an applicant must satisfy in order to obtain various licences for power generation, distribution and transmission.

The National Environmental Act Cap 153: This Act sets up The National Environment Management Authority ("NEMA") which is responsible for regulating the impact of energy investments on the environment and awards certificates of environmental clearance necessary before any licence can be given under the Electricity Act.

The Town and Country Planning Act Cap 246: This Act deals with the various licences necessary before one can be allowed to develop certain designated areas.

The Water Act Cap 152: This Act deals with the requisite consent one must acquire in order to construct any works or to take and use water.

The Land Act Cap 227: This Act is relevant for the requisite confirmation by the Minister responsible for water and natural resources of relevant usury rights over land and water.

The Income Tax Act: This Act provides for the taxation regime and any exemptions that may be accorded to the project.

(ii) Overriding legislation and regulations:

The terms of the specific licence issued under the Electricity Act, 1999 will prevail over the terms of any contract (such as a power purchase agreement). There are certain obligations and liabilities under the Occupational Safety and Health Act 2006 which will apply regardless of contractual provisions.

Zambia

(i) List of key legislation and regulations

Electricity Act CAP 433- an Act to regulate the generation, transmission, distribution and supply of electricity; and to provide for matters connected with or incidental to the foregoing.

Energy Regulation Act CAP 436- An Act to establish an Energy Regulation Board and to define its functions and powers; to provide for the licensing of undertakings for the production of energy or the production or handling of certain fuels; to repeal the National Energy Council Act and the Zambia Electricity Supply Act; and to provide for matters connected with or incidental to the foregoing.

Citizens Economic Empowerment Act No. 9 of 2006- establish the Citizens Economic Empowerment Commission and to define its functions and powers; establish the Citizens Economic Empowerment Fund, promote the economic empowerment of targeted citizens, citizens empowered companies citizens influenced companies and citizens owned companies, promote Greenfield investment through joint ventures and partnerships between local and foreign investors in order to enhance broad-based economic empowerment;

Environmental Protection and Pollution Control Act CAP 204- An Act to provide for the protection of the environment and the control of pollution; to establish the Environmental Council and to prescribe the functions and powers of the Council; and to provide for matters connected with or incidental to the foregoing.

Lands Act CAP 185- an Act to provide for the continuation of Leaseholds and leasehold tenure; to provide for the continued vesting of land in the President and alienation of land by the President; to provide for the statutory recognition and continuation of customary tenure; to provide for the conversion of customary tenure into leasehold tenure.

Lands Acquisition Act CAP 189- An Act to make provision for the compulsory acquisition of land and other property; and to provide for matters incidental to or connected with the foregoing.

Lands and Deeds Registry Act CAP 185- An Act to provide for the registration of documents; to provide for the issue of Provisional Certificates of Title and Certificates of Title; to provide for the transfer and transmission of registered land; and to provide for matters incidental to or connected with the foregoing.

Loans and Guarantees Act CAP 366- an Act to provide for the raising of loans, the establishment of sinking funds, the giving of guarantees and indemnities and the granting of loans by or on behalf of the Government; and to provide for matters incidental thereto and connected therewith.

Public Private Partnership Act- The object of the Act is to develop principles in the award of contracts by public authorities through specific procedures for the award of infrastructure projects and facilities. The Act is intended for the following;

(A) to establish a Public- Private Partnership Commission and provide for its powers and functions;

(B) to provide for public- private partnership for the construction and operation of new infrastructure facilities;

(C) to develop general principles in the establishment of specific procedures for the award of infrastructure projects; and

(D) to provide for the implementation of public- private partnership agreements.

The Water Act CAP 189- An Act to consolidate and amend the law in respect of the ownership, control and use of water; and to provide for matters incidental thereto or connected therewith.

Zambia Development Agency Act No 11 of 2006- An Act to foster economic growth and development by promoting trade and investment through an efficient and coordinated private sector led economic development strategy, to establish the Zambia Development Agency as a one stop facility to facilitate client focus, dialogue with private sector, create confidence in public sector support for business,, to streamline bureaucratic procedures and requirements faced by investors, facilitate industrial infrastructure development, to facilitate Greenfield investment through joint ventures and partnership between local and foreign investors and any matters incidental to the foregoing.

Zambia Grid Code- a regulation to ensure enhanced efficiency and rapid electrification goals are achieved by various stakeholders in the Electricity Supply Industry the Energy Regulation Board "ERB") has formulated measures known as the Zambia Grid Code ("ZGC") to facilitate open and non-discriminatory access to the Transmission System ("TS").

The ZGC prescribes the tariff regime and methodology with respect to electricity generation and transmission in Zambia. The ZGC also provides the guidelines and defines the role the ERB is expected to perform in the electricity sector, which will include setting tariffs.

(ii) Overriding legislation and regulations

The terms of the generation license issued will prevail over the terms of any contract.

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