INVESTING IN THE DOMINICAN REPUBLIC ENERGY SECTOR

INVESTMENT TIMES TC ENERGY FEATURED COUNTRY Dominican Republic STUDENT ID:4638

INVESTMENT TIMES ISSUE NO. 1

Table of contents 1 I. THE COMPANY: TC ENERGY 1.Who we are? 2.What we work on: Project development & new horizons A. Suggested investments B. Why is TC Energy the right company to carry out the investments? C. Why and how would the DR benefit from these? 5 II. DOING BUSINESS IN THE DR: A MAP 1. Overview A. Politics B. Economics C. Legal landscape 2. Dominican Republic commercial profile A. International & Regional memberships B. Imports/Exports, Customs policies & financial infrastructures C. Labor 16 III. BUSINESS RISKS TO CONSIDER 1. Key risks areas and ways to mitigate A. FCPA risks B. Labor risks C. Financial, political & contracting risks 2. CONCLUSION: Should TC Energy invest in the Dominican Republic ? 20 ADDITIONAL INFORMATION Visa information, cultural norms etc.

The company TC Energy Center, Houston, TX

I. THE COMPANY: TC ENERGY SPRING’21 1. WHO WE ARE? TC Energy Corporation (“TC”), once known as TransCanada has been founded in 1951 and has over time established itself as a leading North American energy infrastructure company. The company has investments in crude oil andnatural gas pipeline systems, power generation, and natural gas storage facilities1 with natural gas pipeline networks covering 92,600 kilometers (57,539 miles) of natural gas pipeline supplies, which represents more than 25% of natural gas demand across North America. TC also has an important Liquids Pipelines network that covers 4,900 kilometers(3,045 miles) of oil pipelines and overall covers strategic North American corridors operating in five business segments: Canadian Pipelines, U.S. Pipelines, Mexico Gas Pipelines, Liquid Pipelines, Energy andStorage. 2.WHAT WE WORK ON: Project development and new horizons TC tries to live up to its “wherever life happens — we’re there”2 motto and makes sure to deliver clean- burning natural gas to families and businesses to “ensure a stable source of energy”.3 To do so, TC actively works on monitoring the natural gas production basins and increasing natural gas and crude oil transportation services by building extensive pipeline networks, receipt facilities and compressor station units from Canada to Mexico. TC even expands the scope of its work to new territories by investing in underwater pipelines when necessary.4 One of TC’s most famous project is the Keystone XL Pipeline that was expected to carry 830,000 barrels of oil each day from Alberta, Canada to Texas, US. Moreover, TC has lately begun to integrate the Mexican market and may as well extend its reach to the Caribbean region especially that most Caribbean countries are big net energy importers who rely on imported oil for most of their energy needs. In fact, with the increasing demand for natural gas in that region, this may be a viable investment opportunity for the company. A. Suggested investments Thus, if TC was to explore the investment opportunities in the Caribbean region, particularly in the Dominican Republic (“DR”), it could build an undersea (subsea) natural gas pipeline that will carry oil or gas from the US or Mexico, where the company has already established bases, to meet the island's gas or oil needs. However, although offshore pipelines (subsea) are “a safe and cost-effective mode of hydrocarbon with design life of up to 50 years”5, they can be a costly investment that requires top-notch infrastructure and trustworthy partners. Therefore, if TC still wanted to invest in the DR’s energy market but at a lower cost, the company could simply participate to the DR’s government agencies’ call for tenders6 that give the opportunity to investors to buy 1 TC Energy Annual Report 2 Id. at 1 3 Villa de Reyes pipeline project. (n.d.). 4 See TC operations map 5 Kenny Shawn, “Offshore Pipelines – Elements of Risk Management”, p.293. Methods in Chemical Process Safety (2018) - Offshore Process Safety, Volume 2 (pp. 289–325). Elsevier. https://doi.org/10.1016/bs.mcps.2018.04.005 6 See Call for Tender. 2B1stconsulting. (2012, November 5). https://2b1stconsulting.com/call-for-tender/ for a definition of

2018 Operations Map

I. THE COMPANY: TC ENERGY SPRING’21 two natural gas-fired power plants that will increase energy generation7 and supply “700 and 800 megawatts of power as well as a 400 WM combined cycle unit, and a natural gas terminal with onshore storage capacity.” Id. B. Why is TC Energy the right company to carry out these projects? i.Industry experience Major offshore facilities and pipelines require critical infrastructure from both the operating company and the regional governments.8 For more than 70 years, TC has operated pipelines, storage facilities and power- generation plants across North America, operating safely, reliably and quietly.9 Indeed, the company’s famous 1,210-mile Keystone XL project10, part of the existing Keystone Pipeline System11, indicates TC Energy’s experience with onshore pipelines.12 Additionally, in 2016, the company partnered with IEnova, a Mexican infrastructure company, to work on the Sur de Texas – Tuxpan Pipeline13, a subsea pipeline that runs under the Gulf of Mexico from the US to Mexico, which serves as an example of TC's experience with offshore facilities and pipelines. Moreover, because TC is constantly acquiring new technologies to fund “its industry-leading portfolio”14 and is believed to have a pipeline network of 535 billion cubic feet (Bcf) of regulated storage that would be “more than enough to circle the Earth”15, TC not only has the required experience, but it also has the infrastructural capacity to carry these investments and create jobs for the locals.16 Finally, TC's history dealing with cross-border transactions and foreign governments is an important asset to the company’s expansion. n call for tender (“A call for tenders is the process whereby a government or private organization invites service contractors and suppliers to make an offer to execute a proposed project.”) 7 Dominicantoday. (n.d.). Dominican Republic tenders 2 natural gas-fired power plants. DominicanToday. https://dominicantoday.com/dr/economy/2021/03/12/dominican-republic-tenders-2-natural-gas-fired-power-plants/. 8 Kenny Shawn, “Offshore Pipelines – Elements of Risk Management” , p.295. https://doi.org/10.1016/bs.mcps.2018.04.005 9 See TC Energy, About page. 10 See Four things you might not know about TC Energy in the U.S. TC Energy. (n.d.). https://www.tcenergy.com/stories/2020/2020-07-02-four-things-you-might-not-know-about-tc-energy-in-the-u.s/. ““Keystone Pipeline System was commissioned in 2010 and stretches 2,687 miles to safely deliver hundreds of thousands of barrels of crude oil daily to the U.S. Gulf Coast to meet energy demand.” 12 Ref. operations map (figure) 13 Sur de Texas – Tuxpan Pipeline. TC Energy. (n.d.). 14 Patel, I. (2019). TC energy sells midstream assets. Project Finance, Retrieved from http://search.proquest.com.ezproxy.lib.uh.edu/trade-journals/tc-energy-sells-midstream- assets/docview/2268236573/se-2?accountid=7107 15 Id. At footnote 10 Indeed, “the company currently operates more than 32,700 miles of pipeline spanning through 40 U.S. 16 The keystone XL for example was expected to create 10,400 construction jobs in the U.S. and additionally support 42,000 direct and indirect U.S. jobs.

I. THE COMPANY: TC ENERGY SPRING’21 ii. TC’s corporate structure makes it possible to enjoy protection and incentives of favorable treaties when dealing with the DR Although TC Energy is a Canadian company incorporated under the provisions of the Canada Business Corporations Act (CBCA), TC has offices in the US and has multiple subsidiaries through which it works in the US and Mexico. Given TC’s corporate structure, it would be ideal for TC to work through TC Pipelines, TC Oil Pipelines, or Columbia Pipeline Group (all called TC for this report), all subsidiaries incorporated in Delaware.16 This investment strategy would allow TC to “treaty-shop” and enjoy the benefits of the Dominican Republic-Central America Free Trade Agreement (“FTA”) between the United States and Central American countries, including the Dominican Republic. The CAFTA-DR promotes trade and investment ties and provides incentives for investors of member countries such as international arbitration protection if disputes arise, easier market access, and lower customs on some products. TC would not be able to enjoy these doing business as a Canadian corporation because Canada does not have a Bilateral Investment Treaty (“BIT”) or FTA with the DR.

I. THE COMPANY: TC ENERGY SPRING’21 C. Why and how would the Dominican Republic benefit from these? The Dominican Republic is generally instantly associated with tourism, coral blue waters, long white sand beaches, and incredible resorts. However, besides that dreamy landscape, the reality has been other for locals who bear the costs of the government’s inefficiency and are affected by the country’s structural trade deficit17 and energy deficit since 2002. Indeed, the DR has been struggling18 with fulfilling the rapidly growing demand for energy, mainly because of its lack of infrastructures, which resulted in locals living one blackout after another. That energy situation has also affected the country's financial health as the country has seen itself obliged to rely on expensive fossil fuel imports “responsible for 50% of the public sector debt (…) and the “biggest drain of resources”.19 Overall, the energy/electricity deficit or crisis has been dragging the economy and have solidified the Dominican Republic’s position as a net energy importer which “electricity imports have increased, and petroleum imports make up 10% of its overall imports”20 w i t h t h e main imports being petroleum oils (11.7%) and petroleum gas (3.9%). 21 The situation is so overwhelming that blackouts and energy generation are at the center of DR’s political movements’ plans of action and among the first things tackled by President Abinader’s “Government of Change” program. 22 17 See Commerce international - Société Générale. (n.d.). explaining that « In 2018, the country’s exports stood at USD 10.9 billion, while imports amounted to USD 20.2 billion, resulting in a deficit of USD 9.3 billion.” 18 An example of this struggle is The Blackout Reduction Program (PRA) established by the government in 2001. “Initially designed to last two years, it has been subsequently extended in the absence of an alternative way to deal with the issues it addresses. It was closed in 2010 jeopardized by socio-economic factors such as the absence of demand management, sustained losses, a culture of non-payment, etc.” See Energy Dossier Dominican Republic . Inter-American Development Bank. (n.d.). 19 In President Luis Abinader’s words. See D Dolores Vicioso. (n.d.). Without the social sector, President Abinader goes ahead and signs Electricity Pact. DR1.com. https://dr1.com/wordpress/2021/02/26/without-the-social-sector-president- abinader-goes-ahead-and-signs-electricity-pact/. 20 Id. at 17 “Crude and refined petroleum are crucial to the DR’s economy that largely depends on manufacturing and mining, activities that require a consistent supply of oil to keep the industries functioning.” 21 iContainers. (2020, February 24). Main Exports and Imports of Dominican Republic. iContainers. https://www.icontainers.com/us/2020/02/24/dominican-republic-main-exports-imports/. 22 Dominicantoday. (n.d.). Luis Abinader assumes today the \"Government of Change\" in the Dominican Republic. DominicanToday. https://dominicantoday.com/dr/local/2020/08/16/luis-abinader-assumes-today-the-government-of-change-in-the- dominican-republic/.

I. THE COMPANY: TC ENERGY SPRING’21 President Abinader’s signature of the Electricity Pact23 opened the way to reforms and investments, which, if successful, could be beneficial to the DR whose increasing electricity demand presents as one of the most promising market for natural gas in the region. Given these circumstances, the DR seems to be a good choice for the suggested investments as they will help: 1. reduce the country’s dependence on imports and decrease its long-standing trade deficit, while improving economic growth and employment; 2. introduce domestically generated powerthat will be cheaper, create jobs and introduce a skilled work force locals could learn from; 3. reduce the energy deficit and bring energy security to the country, and 4. provide the country with natural gas technologies. _________________________ 23 Dominicantoday. (n.d.). Luis Abinader assumes today the \"Government of Change\" in the Dominican Republic. DominicanToday. https://dominicantoday.com/dr/local/2020/08/16/luis-abinader-assumes-today-the-government-of-change-in-the- dominican-republic/. 24 Id. at 19 Under the new elected government led by President Luis Abinader, the President explained that “in the 2021 National Budget RD$58 billion is allocated to cover the deficit.”



Doing business in the D.R

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 1. OVERVIEW Doing business in the Dominican Republic does not equal laying under palm trees and sipping coconut juice at the sound of Dominican music. It involves many important factors that investors need to know and understand to develop a proper investment strategy. That goes from politics, economics, the country’s legal system, and overall commercial behavior. A. Politics The Dominican Republic is currently a multi-party democracy, but the country was, in its past, plagued by political chaos and an extremely poor economy.24 Following independence, the country experienced periods of instability, with tight political control, military coups, and United States military intervention, which ceased around 1996.25 Nowadays, in its almost 30 years of existence, the Dominican democracy has remained relatively stable despite institutional deficiencies and socioeconomic problems,26 and three political parties have constantly dominated the Dominican political scene. They are: The Dominican Revolutionary Party (PRD)27, a moderate social- democratic organization; the Dominican Liberation Party (PLD), which introduced important free-market reformsfrom 1996, and the Social Christian Reformist Party (PRSC). With the PRD now in power since July 2020, whereby overthrowing the PLD’s sixteen years of power and control of the congressional majority, President Luis Abinader’s election is considered by many as a new page in the DR’s history. Yet, one thing that will probably not change and that investors must be aware of is the central role that the government and political parties have played and continue to play in society since the end of the Trujillo dictatorship.28 29 24 That led the Dominicans to voluntarily return to the Spanish Empire and acquire independence later in 1865. 25 “Dominican Republic - 2016 Country Review.” CountryWatch, p.2 www.countrywatch.com/content/pdfs/reviews/B384566Z.01c.pdf. 26 “The Political Culture of Democracy in Dominic Republic: 2006.” Vanderbilt University, www.vanderbilt.edu/lapop/dr/2006- politicalculture.pdf. 27 Id. Also known as Partido Revolucionario Moderno (PRM) in spanish 28 “The Political Culture of Democracy in Dominic Republic: 2006.” Vanderbilt University, www.vanderbilt.edu/lapop/dr/2006- politicalculture.pdf. 29See “Dominican Republic - 2016 Country Review.” CountryWatch, www.countrywatch.com/content/pdfs/reviews/B384566Z.01c.pdf. p.10 (explaining the Trujillo dictatorship “In 1930, prominent Cmdr. Rafael L. Trujillo took advantage of the power he had accumulated behind the scenes and assumed absolute political control of the country. Called \"the Era of Trujillo,\" the period of Trujillo's dictatorship spanned from 1930 to 1938 and from 1942 to 1952, with puppet presidents. Trujillo's efficient, ruthless rule was based on the support of the military, the expertise of a highly trained secret police force, clientelism fueled by state monopolies over all major enterprises, and severe, systematic repression of human rights.”

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 Indeed, the DR's society party-centric characteristic30 explains why anything business-related or community- related must primarily go through government-related agencies or officers. For instance, if we focus on the energy industry, foreign companies must interact with companies and organizations that are government-controlled and state-owned like. the National Energy Commission (CNE)31 or (2) The Dominican Electric Transmission Company (Empresa de Transmisión Eléctrica Dominicana – ETED) to be able to do business in the country. Though this centralization of power can be repulsive to some investors, it has proved itself to be helpful in many instances as the country’s governments32 have generally favored moving towards a free-market economy and enacted laws and policies encouraging foreign investment in the country. One instance of that welcoming spirit is the enactment of The Foreign Investment Law (16-95),33 which recognizes the importance of foreign investments in the economic growth and social development of the Dominican Republic and seeks to establish parity between national and foreign investors.34 30 “The Political Culture of Democracy in Dominic Republic: 2006.” Vanderbilt University, www.vanderbilt.edu/lapop/dr/2006- politicalculture.pdf. 31 See “Renewable Energy Prospects: Dominican Republic.” SIDS - Small Island Developing States, Nov. 2016, (explaining what the organizations are “A government agency tasked with promoting the sustainable development of the country's energy sector by promoting investments according to the strategies defined by the national energy plans and policies (…) ETED is also a state- owned company solely responsible for operating, maintaining and administering the high-voltage transmission network.”) 32 Previous and current one 33 Law 16-95 regulates foreign investment in the country; its promulgation has allowed the Dominican Republic to have notable advantages over other legislation that compete with the US. “Hg.org Legal Resources.” Hg.org, 34 “Doing Business in Dominican Republic 2018.” p.9. UHY International, 19 Apr. 2012, www.uhy.com/wp- content/uploads/Doing-Business-in-Dominican-Republic-2018.pdf.

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 B. Economics If the governments have been overall supportive of economic and investment openness, the question is whether the economy reflects this openness? First of all, with 10.6 million inhabitants, the DR had a GDP per capita of $8,583 USD in 201935, with tourism making up approximately 9% of it and being the “main source of foreign exchange.” Id. Secondly, the Dominican Republic is one of the economies with the highest economic growth in Latin America and the Caribbean. From 2015 to 2019, it grew at an average of 6.0% per year (See figure 1.a),with inflation remaining below 4% per year from 2014 to 2019. Id. (See figure 2). Also, throughout the years, the Central Bank of the Dominican Republic (BCRD)36 aimed to achieve price stability by setting up an “inflation targeting scheme (EMI)” and an inflation target rate of 4.0%. Not only did they reach their goal by maintaining the inflation levels below the 4.0% target, but they also ended the 2019 year with an interannual inflation rate of 3..66 % 37 better than they had hoped. (See Figure 2.) A l t o g e t h e r , this data currently presents the DR as “the largest economy in Central America and in the Caribbean.” Id. Figure 1.a Annual GDP Growth 35 “Doing Business Dominican Republic”, P.5. Deloitte United States, 2020. 36 In Spanish: Banco Central De La República Dominicana, www.bancentral.gov.do/. 37 Id. at 35, p.14

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 Yet, the Coronavirus crisis shattered these promising numbers as it affected the DR’s economy a lot. The latest data shows that “consumer prices rose 0.68% in February, driven by higher international oil prices”; inflation increased to 7.1% in February, from January’s 6.2%, being “the highest inflation rate since December 2011”; and the annual average inflation went up at 4.2% in February compared to 3.9% in January.38 (See Figure 2). Although these numbers may be worrying to investors, financial analysts reinsure that the decrease in economic activities and the inflation fluctuation would only be temporary as they expect the economy to bounce back this year. Nonetheless, investors should remember that even before COVID-19, the economy was once stable during the 31 years of the Trujillo regime but eventually became less stable due to mismanagement and corruption. 39 Therefore, even though COVID-19 equaled “a collapse in tourism and reduced exports and remittances, all key sources of foreign currency”40 for the DR, it is certainly not the sole major factor affecting the DR's economy. Another factor investors should consider is the consistent depreciation of the exchange rate of the Dominican peso against the US dollar. See chart. From 2010 to 2 0 1 9 , t h e depreciation was estimated at 28% and the average exchange in 2019 was 51.4 Dominican pesos per US dollar, and with the ongoing crisis, nothing predicts a rise. _______________________________________ 36 In Spanish: Banco Central De La República Dominicana, www.bancentral.gov.do/. 37 Id. at 35, p.14 38 “Dominican Republic Inflation February 2021.” FocusEconomics | Economic Forecasts from the World's Leading Economists, FocusEconomics, 15 Mar. 2021, www.focus-economics.com/countries/dominican- republic/news/inflation/inflation-hits-highest-level-since-december-2011-in. 39 “Dominican Republic - 2016 Country Review.” CountryWatch, www.countrywatch.com/content/pdfs/reviews/B384566Z.01c.pdf., p.10 40 Id. at 37

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 C. Legal landscape The Dominican Republic has a civil law-based legal system41, which means Dominican judges closely follow French judicial precedents when interpreting the DR civil, criminal, and commercial codes. Id. The highest jurisdictional authority is the Supreme Court where the National Judicial Council made of the President, the leaders of both chambers of Congress, the President of the Supreme Court, and a member from the opposition or non-governing party appoint the judges.42 Although many laws are enacted and regulate local and international interactions, enforcement of laws remains an issue. Many foreign investors have complained of “a lack of enforcement of existing rules, unclear dispute settlement process, lack of transparency and lack of coordination between government agencies who frequently disagree amongst themselves regarding with whom lies the responsibility to take action”43, and much more. Many NGOs and individuals noted that “the greatest hindrance to effective investigations was a lack of political will to prosecute individuals accused of corruption, particularly well-connected individuals or high-level politicians.” Id. In essence, that organizational structure makes it hard for the judiciary to independently enforce the law and makes them highly susceptible to political pressure and corruption. 41 “Doing business in Dominican Republic: overview”, Practical Law Country Q&A 7-500-6791 p.71. CountryWatch, 42“Dominican Republic - 2016 Country Review”, www.countrywatch.com/content/pdfs/reviews/B384566Z.01c.pdf. 43 “Dominican Republic - United States Department of State.” U.S. Department of State, U.S. Department of State, 1 Dec. 2020, www.state.gov/reports/2020-investment-climate-statements/dominican-republic/

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 It also promotes the idea of an “institutionalized corruption”44 45, which “fuels widespread acceptance and tolerance of corruption at all levels”. Id. 2. DOMINICAN REPUBLIC COMMERCIAL PROFILE Countries that make it easy for investors to run a business, make profits without many losses, and that reduce litigation risks are usually on investors' top list. How well does the DR do at those levels? A. International and regional memberships i. International On the international scene, the Dominican Republic is a member of many multilateral institutions46, including the United Nations (UN), the World Trade Organization (WTO), World Intellectual Property Organization (WIPO), and many more. The DR is also a signatory of many conventions like the Vienna Convention47 and the ICSID Convention48 and has ratified bilateral agreements with multiple countries49, thelatest being China.50 In 2002, one of DR’s big milestones was its ratification of the 1958 New York Convention on the Recognition and Enforcement of Arbitral Awards, one of the most important treaties in international arbitration.51 Through that ratification, the DR did not only increase its commercial attractiveness but also committed its national courts to: • recognize arbitration agreements, • proceed to a mandatory referral to arbitration pursuant under the agreement; and • enforce and recognize arbitration awards and explain the grounds for refusal if it happens 44 “Overseas Business Risk – Dominican Republic.” GOV.UK, www.gov.uk/government/publications/overseas-business-risk- dominican-republic/overseas-business-risk-dominican-republic. 45 U.S. companies identified corruption at all phases of investment as a barrier to FDI and some firms reported being solicited by public officials for bribes “Dominican Republic - United States Department of State.” U.S. Department of State, U.S. Department of State, 1 Dec. 2020, www.state.gov/reports/2020-investment-climate-statements/dominican-republic/. 46 “Dominican Republic - Trade Agreements.” International Trade Administration | Trade.gov, www.trade.gov/knowledge- product/dominican-republic-trade-agreements. 47 Also known as The United Nations Convention on Contracts for the International Sale of Goods (CISG) is a multilateral treaty that establishes a uniform framework for international commerce. See “Treaty.” Wikipedia, Wikimedia Foundation, 4 Apr. 2021, en.wikipedia.org/wiki/Treaty. 48 The Convention on the Settlement of Investment Disputes between States and Nationals of Other States provides access to investment dispute settlement and facilities under the convention. 49 Bilateral investment treaties with Chile, Finland, France, Italy, South Korea (RoK), Morocco, the Netherlands, Panama, Spain, Switzerland, and Taiwan. Dominican Republic - Trade Agreements.” International Trade Administration | Trade.gov, www.trade.gov/knowledge-product/dominican-republic-trade-agreements. 50 On April 30, 2018 the DR announced the establishment of Diplomatic Relations with China, breaking up a longstanding and very cooperative relation with Taiwan. Canada, Global Affairs. “Dominican Republic Economic Report 2019.” GAC, Government of Canada, 17 Dec. 2019, www.tradecommissioner.gc.ca/dominican-republic-republique-dominicaine/market-facts-faits-sur-le- marche/0003081.aspx?lang=eng. 51 Which has been ratified by more than 120 countries

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 ii. Regional Regionally, the Dominican Congress ratified the United States-Dominican Republic-Central America Free Trade Agreement (CAFTA-DR) between the US, the DR, and four Central American Countries.52 The DR is also a member of the Central American Common Market (CARICOM) and has a Preferential Trade Agreement with Panama. iii. What does that imply? As a member of multiple multilateral institutions and an automatic signatory53 of many conventions and agreements, it means that the DR is allegedly: - applying the principles of non-discrimination, most favored nation, national treatment54, free transferability of funds and protection against expropriation;55 - keeping its tariffs low56 and reduce other barriers that may prevent market access, - protecting intellectual property rights57, and - subjected to the WTO/CAFTA-DR and any other bilateral or multilateral investment dispute settlement systems.58 It also means that, although the DR uses its Commercial Code to control transactions, its international transactions and contracts for goods are subjected to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) and must contain international standard terms.59 In TC’s case, however, if the company decided to contract with the DR, it is important to note that the CISG will not apply. Indeed, the CISG only applies to the sales of goods, and TC’s suggested investments60 are mainly about services rather than goods.61 Additionally, the convention does not cover the sale of natural gas or electricity62, which TC will be providing if they decide to go ahead with the power plants’ purchase. In that case, the contracts should explicitly 52 Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua. International trade in goods and services in the “Dominican Republic: overview” / Practical Law Country Q&A w-019-2302 53 Under the WTO, every member is committed to all multilateral two agreements 54 Under WTO’S GATS (General Agreement on Trade and Services) 55 Under CAFTA-DR 56 Under CAFTA-DR, duties on imports of U.S. products have been mostly eliminated on manufactured goods. over 97 percent of the goods entering the country from CAFTA-DR countries enter with no tariff. Id. at footnote 29 Practical law 57 For example: under WTO TRIPS’ agreement (Agreement on Trade-Related Aspects of IP Rights) and as a member of the World Intellectual Property Organization (WIPO). Dominican law also provides for copyright, trademark and patent protection, but the law is inadequately enforced. 58 Under WTO’s TRIMS (Agreement on Trade- Related Investment Measure). Please note that the DSB has been paralyzed for a while and may not be the best place to solve disputes at this time 59 Including those of the International Chamber of Commerce (ICC) international commercial terms (Incoterms) 2020. “Sale and storage of goods in the Dominican Republic: overview”, Practical Law Country Q&A w-019-2255 60 Ref. to part I of the paper ( i. suggested investments) 61 Even if the contract involved the supply of goods and the provision of services (so-called hybrid sale- service contracts), the Convention will not apply if “the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services” (Article 3(2)). 62 Article 2 CISG

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 opt-out of the CISG63 and be put under the CAFTA-DR scope, with a closer look at the choice of law and forum provisions in case disputes arise. CAFTA-DR64 requires that either ICSID or the United Nations Commission on International Trade Law (UNCITRAL) arbitration panels hear the disputes, which is a much safer choice than DR's local courts. iv. Membership behavior So far, the DR has not been troublesome in both its international and regional memberships. For instance, as a member of the WTO, the DR has only been a complainant once, a respondent seven times, and a third-party to arbitration nine times, which is pretty good compared to its Latin and Caribbean neighbors.65 Most of the issues the DR was compelled for were brought by the same countries66 and were related to how foreign exchange fee67 and imposed safeguard measures affected imports.68 In all of these instances, the DR complied with the WTO settlement dispute process and implemented the Dispute Settlement Body (DSB is the WTO body that oversees dispute between members) recommendations and rulings in a manner that respects its WTO obligations. In other instances, brought under CAFTA-DR69, the disputes have either been settled, discontinued or in favor of the state. However, what the DR may not lack in institutional behavior, it lacks in accountability. The DR’s red flags are really related to human rights violations70, which when complained about are followed with little to no action from the government. B. Imports/Exports, Customs policies and financial infrastructures i. Imports and exports For an island/country this size, the DR has enough commercial infrastructures to support international andregional trade: there are over 24 existing customs offices in the Dominican Republic, and all imports and exports activities and customs policies are controlled by the Dirección General De Aduanas (“DGA”), and the 63 Under the US Supremacy law, CISG becomes a federal law as to pre-empt state law, so an explicit opt out Is necessary. 64 See David A. Gantz, Settlement of Disputes Under the Central America-Dominican Republic-United States Free Trade Agreement, 30 B.C. Int'l & Comp. L. Rev. 331 (2007), https://lawdigitalcommons.bc.edu/iclr/vol30/iss2/3 65 Argentina: complainant in 21 cases, respondent in 22 cases, third party in 64 cases / Braxzil: complainant in 33 cases, respondent in 17 and 3rd party in 156 cases. https://www.wto.org/english/tratop_e/dispu_e/dispu_by_country_e.htm#dom 66 Costa Rica, Guatemala, Honduras 67 “WORLD TRADE ORGANIZATION.” WTO CASES www.wto.org/english/tratop_e/dispu_e/cases_e/ds302_e.htm. 68 “WORLD TRADE ORGANIZATION.” WTO CASES www.wto.org/english/tratop_e/dispu_e/cases_e/ds415_e.htm. 69 “Investment Dispute Settlement Navigator Dominican Republic.” Dominican Republic | Investment Dispute Settlement Navigator | UNCTAD Investment Policy Hub, investmentpolicy.unctad.org/investment-dispute- settlement/country/60/dominican-republic/respondent. 70 See Luis Lizardo Cabrera v. Dominican Republic, Girls Yean and Bosico v. Dominican Republic or Katz, Jonathan M. “What Happened When a Nation Erased Birthright Citizenship.” The Atlantic, Atlantic Media Company, 12 Nov. 2018, http://www.theatlantic.com/ideas/archive/2018/11/dominican-republic-erased-birthright-citizenship/575527.

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 Tax Administration, both autonomous entities of the Ministry of the Treasury.71 Investors that wish to export from or import to the DR must obtain the relevant permits and provide the proper documentation.72 In our case, TC would probably need a transportation license, a deposit license, and an importation with terminal license all issued by issued by the Ministry of Industry, Commerce, Micro, Small & Medium Enterprises (“MICM”). Please remember that even though “the procedures to obtain permits have improved, these permits are not always easy to obtain in a timely manner or are sometimes not available at all.” Id. That means that TC representatives would have to interact with foreign third parties and may sometimes be asked to pay a ‘facilitating’ fee to speed up the process, which is a bribery red flag given the Foreign Corrupt Practice Act rules. Other than this ‘hurdle’, the DR has “an open market for investments in all sectors, except national defense and the arms industry.”73 Thus, “exports are not subject to any controls or quotas, except exports from mining concessions.” Id. The country restricts imports of prohibited goods into the DR74 and has tighter regulations for goods that compete with local industries such as agricultural products.75 The DR also has no “specific restrictions on doing business with different countries or jurisdictions” and has favorable customs policies for countries under CAFTA-DR. While exports of goods are not taxed, imports of goods are subject to the following tariffs and taxes, which seem pretty reasonable: 1. “General import tariffs (Arancel in spanish) (0% to 20%)76 2. Value added tax (VAT) (18%),77 3. Luxury or excise tax (Impuesto Selectivo al Consumo) on luxury imports or \"non-essential\" goods (between 10% and 20% on most articles and services; very few products are taxed at up to 70% and 130%)”78 71 “International trade in goods and services in the Dominican Republic: overview”, Practical Law Country Q&A w-019-2302 72 Export permits, Certificate of origin, export application form, freight document, packing list, registration with the chamber of commerce and the Dominican Republic Investment and Export Center (CEI-RD). Dominican Republic - Trade Barriers.” International Trade Administration | Trade.gov, www.trade.gov/knowledge-product/dominican-republic-trade-barriers. 73 “International trade in goods and services in the Dominican Republic: overview”, Practical Law Country Q&A w-019-2302 74 Id.” Counterfeit products and imitation of registered products are a criminal offence.” 75 Discretionary import licenses are required for such products, which allows the government to limit competition with domestic production. “Dominican Republic - Prohibited & Restricted Imports.” International Trade Administration | Trade.gov, www.trade.gov/knowledge-product/dominican-republic-prohibited-restricted-imports. 76 Note that after CAFTA-DR entered into effect, most of the U.S. exports to the Dominican Republic are entering duty free. 77 Quite high compared to the US (10%) but still lower than the highest VAT TAX around the world. (e.g., Croatia, Finland, Denmark, Norway has a 25% VAT TAX: Hungary – 27%). See “Countries with the Highest Sales Tax.” Retail Insight Network@2x, 6 Apr. 2021, www.retail-insight-network.com/features/highest-sales-tax/. 78 “Import duties, tariffs and rates” Practical Law UK Articles w-008-1880

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 Despite the seemingly easiness to conduct business, the DR culture valorizes relationships, which makes it preferable to use a local agent to integrate the market as “the success of a project may depend on relationship building and local contacts”, which is another FCPA red flag.79 C. Financial infrastructures In 2019, the IMF declared the DR's financial sector to be largely satisfactory. 80 Indeed, the DR has been a growing destination for U.S. businesses and is one of the primary recipients of FDI in the Caribbean and Central America. Moreover, the DR Stock Market, the Bolsa de Valores de la Republica Dominicana (BVRD), is one of the “most active stock markets in the Caribbean region.” Id. Given that active financial life, the DR seems able to handle large financial transactions and provide corporate investors with a variety of credit instruments, the most common being “cash, supplier credit, documentary letters of credit including stand-by letters of credit, documentary collections through the banking system, and commercial credit cards.”81 82 Note, however, that cryptocurrency isn't recognized yet in the DR and is also not backed by the Dominican Central Bank who has declared in 2017 that “virtual currencies are not legal currency under Dominican law.”83 Thus, “financial institutions authorized to operate in the country cannot engage in transactions that use these currencies and individuals who acquire them or accept them as payment do so at their own risk.” Id. From a general tax perspective, Dominican Republic only taxes “commercial income derived from any activities carried out in the country”. Therefore, companies will generally have to pay the Income Tax rated at 27% (ISR), the Tax on Transfers of Industrialized Goods and Services (ITBIS) of 18%84, as well as social security contributions that must be paid on behalf of the employee, and other relevant taxes, such as the Asset Tax (1%) and the Selective Consumption Tax.85 That seems like a lot, but it is balanced with the availability of multiple Free Trade Zones, which are geographic areas of the country under special customs and tax controls that grant enterprises within their boundaries “complete exemption from some taxes and duties related to production and export”86 and further industry-specific tax incentives and rebates. 79 Cohen, Jonathan Daniel, and Jonathan Daniel Cohen. Compliance and Enforcement, 9 July 2020, wp.nyu.edu/compliance_enforcement/2020/07/09/fcpa-risks-for-renewable-energy-in-latin-america/. 80 “Dominican Republic - United States Department of State.” U.S. Department of State, U.S. Department of State, 1 Dec. 2020, www.state.gov/reports/2020-investment-climate-statements/dominican-republic/. 81 it is recommended that U.S. firms accept these credit cards with caution because of the possibility of fraud. 82 Id. at 80 83 Staff, Global Legal Research Directorate. Regulation of Cryptocurrency Around the World, 1 June 2018, www.loc.gov/law/help/cryptocurrency/world-survey.php#dr. 84 But ITBIS excludes medicines, fuels, educational material, education, health, etc. 85 Only applies to specific products and services: tobacco and alcohol, communications, insurance, bank debt and rates vary 86 Could as well include income tax, construction tax, asset tax and import duties on raw materials, equipment and amenities for workers within the zone if eligible. Regulated by DR Free Zones Law (8-90)

II. DOING BUSINESS IN THE DOMINICAN REPUBLIC: A MAP SPRING’21 In TC’s case, one particularly interesting incentive would be the Renewable Energy Incentives Law (57-07) that offers considerable tax breaks for businesses that develop renewable energy solutions.87 Added to that is the guarantee, through the Foreign Investment Law that investors have the same legal rights and obligations as domestic investors, without any discrimination. D. Labor Labor is protected by the Dominican Labor Code (Law 16-92, Codigo De Trabajo Y Normas Complementarias)that applies equally to both local and migrant workers.88 Dominican Law acknowledges the right of employees to associate into unions (Art.8, Section 11 of the Constitution). Thus, about 10 percent of the nation’s work force is unionized89 and uses mediation, facilitated by the Ministry of Labor, as “the most rapid and effective method” to resolve employer-employee disputes. Id. Unfortunately, since the law is inconsistently enforced, “the majority ofcompanies resist collective negotiating practices and union activities.” Id. When it comes to a company’s workforce, the law also requires that at least 80 percent of non-management company’s workers be Dominican nationals (Art. 135, Dominican Labor Code). Yet, the high unemployment rates and the increasing emigration of skilled labor with more schooling 90 suggest a “skills-mismatch phenomenon”, id., as educated workers do not possess the skills companies need. Id. As firms have also reported that “inadequate education of the workforce is a main business constraint”, id., TC may be in an uncomfortable situation where they will have to comply with the 80% local content requirement therefore entrusting their costly investments and technologies in the hands of unskilled workers. 87 See “Dominican Republic's Law No. 57-07 and It's Incentives for the Development of Renewable Sources of Energy.” The National Law Review, www.natlawreview.com/article/dominican-republic-s-law-no-57-07-and-it-s-incentives- (explaining the Alternatives energy incentives - Law 57-07 that provides significant incentives for the use and development of renewable sources of energy (e.g., 100% exemption from sales tax of the equipment, machinery, and accessories required for the generation of power from renewable energy sources: 5% tax relief for interest on loans for the development of projects). 88 Ranging from hours of work and overtime and vacation pay to severance pay, causes for termination, and union registration 89 However, the labor code is quite restrictive when it comes to unions right. For example, it restricts trade union rights by requiring unions to represent 51 percent of the workers in an enterprise to bargain collectively; the law has criteria for strikes to be legal and prohibits strikes until mandatory mediation requirements have been met; Government workers and essential public service personnel, in theory, may not strike, etc. “Dominican Republic - United States Department of State.” U.S. Department of State, U.S. Department of State, 1 Dec. 2020, www.state.gov/reports/2020-investment-climate-statements/dominican- republic/. 90 As of 2012, 62 percent of Dominican immigrants in the US had at completed secondary school, including 14 percent who had a college degree; this compares favorably with those still living in the DR in 2013, where only 40 percent of adults between the ages of 18 and 65 had finished secondary school and 10 percent had a tertiary school degree . “Do Labor Markets Limit the Inclusiveness of Growth in the Dominican Republic?” World Bank, documents1.worldbank.org/curated/en/731041501702225818/pdf/117877-WP-PUBLIC-56p- LabormarketsandinclusivegrowthinDR.pdf.

Business risks

III. BUSINESS RISKS TO CONSIDER SPRING’21 The previous information highlights the DR’s openness to foreign investment,the political stability and DR’s belongingness and proper conduct within multilateral organizations. It also highlights the government’s efforts to attract energy investors and their desire to generate clean renewable energy domestically. Altogether, these elements suggest that there are opportunities for companies like TC to safely invest in the country but also highlight the different risks TC must consider before proceeding to such a costly investment.91 1. KEY RISK AREAS AND WAYS TO MITIGATE A. Foreign Corrupt Practices Act (“FCPA”) risks The FCPA is a US anti-bribery law that prohibits U.S. businesses “from making corrupt payments to foreign officials to obtain or retainbusiness”92 and requires the businesses “to make and keep accurate books and records and to devise and maintainan adequate system of internal accounting controls.” Id. TC would be subjected to the FCPA and under the DOJ jurisdiction because (1) it is an issuer required to file periodic reports with the SEC, trades on the NYSE (TRP) and will probably use a US bank account to makepayments. As this report showed, the government or state-owned companies remain major players in the DR energy industry: (1) foreign investors receive tender offers from the government, (2) obtain permits and licenses from ministries, and (3) start and finalize transactions with state-owned companies. At every level of the transaction, TC could be flagged for bribery especially that it may need to hire local agents to help with the complex administrative process. The riskslie in that parties may or may not be familiar with the FCPA and other anti-bribery laws and may be accustomed to playing by ‘local rules.93 Because of the DR’s preeminent institutionalized corruption and because the DR has already been involved in FCPA prosecution,94 95 the FCPA prosecution risks are a real threat TC should be cautious about. 91 For example, the damage or failure of a pipeline system can have significant consequences with respect to market confidence, corporate reputation, loss of CapEx and incomes, and potentially environmental impact and loss of life. 92 See A Resource Guide to the U.S. Foreign Corrupt Practices Act Second Edition By the Criminal Division of the U.S. Department of Justice and the Enforcement Division of the U.S. Securities and Exchange Commission 93 Although corruption is prohibited in many countries, in some places some payments like ‘commission’ are not necessarily considered bribery. However, because the FCPA is broad, these are risks an investor should avoid. 94 Professionals, et al. “Client Alert: Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations.” Client Alert: Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations | Paul, Weiss, www.paulweiss.com/practices/litigation/anti-corruption-fcpa/publications/embraer-sa-pays-205-million- to-the-sec-and-doj-to-settle-fcpa-violations?id=23222. (background story: Brazilian aircraft manufacturer Embraer SA made more than $83 million in profits by using sham consulting agreements to funnel bribes and paying ‘a commission’ of $3.52 million to a then-colonel in the Dominican Republic's air force in connection with his assistance in obtaining the Dominican Senate's approval of the air force's request to purchase military aircraft from Embraer for $96.4 million.”) 95 Dominicantoday. “Petrobras Scandal Tarnishes Dominican Republic Presidents.” DominicanToday, https://dominicantoday.com/dr/local/2015/06/22/petrobras-scandal-tarnishes-ominican-republic-presidents/

III. BUSINESS RISKS TO CONSIDER SPRING’21 WAYS TO MITIGATE: 1. Conduct a thorough risk assessment study, 2. Creation of a specific anti-corruption policy for the company and its workers, 3. Scrutiny of third parties involved in the business of the company, and 4. Training of every employee in English and local languages on FCPA compliance. B. Labor risk The scarcity of skilled workers means that TC would have to invest in training the local workforce, which maybe really expensive. Moreover, unskilled labor may delay and impact the functioning of the plants/facilities and affects TC’s revenues or ability to fulfill its part of the contract. That can affect corporate reputation as well as customer and public confidence in TC operations. Another thing is also the 80% local content requirement, which may open the door to multiple bribery occasions. Although the company may not see an employee as a foreign official, FCPA prosecutors (SEC/DOJ) tend to have a broad understanding of what a foreign official is and may find an opening where there is not. It is important that the whole workforce is educated about the FCPA. C. Financial, political and contracting risks Ø The continuing depreciation of the Dominican Peso against the UD dollar could increase the cost of starting andfinishing the investment projects and affect the company’s revenues, Ø There is a sovereign risk of not being paid as the DR government has an history of avoiding hefty bills, especially those of energy companies.96 Ø Although the country does not have a history of direct expropriation, it still has some instances of indirect expropriation.97 Thus, the money invested in building facilities, importing technologies, and training employees could all be for nothing if the DR decided to indirectly expropriate TC’s assets. (background story: The scandal in Brazil’s state-owned petroleum conglomerate Petrobras and the giant construction company Norberto Odebrecht has links to Dominican Republic’s power plant project at Punta Catalina, Bani (south) where “Odebrecht manipulated and extorted to win the call for tenders.”) 96 See Romero, S. (2004, August 14). Lights Out in the Dominican Republic. New York Times, C1. https://link.gale.com/apps/doc/A120656301/OVIC?u=txshracd2588&sid=OVIC&xid=78ce0718 (In 2004, several American companies who controlled most of the electric power distribution in the DR stopped providing power to the country claiming they are owed at least $300 million, much of it from the government itself. That resulted in lengthy blackouts and companies ended up selling their dominican assets.) 97“Investment Dispute Settlement Navigator Dominican Republic.” Dominican Republic | Investment Dispute Settlement Navigator | UNCTAD Investment Policy Hub, investmentpolicy.unctad.org/investment-dispute- settlement/country/60/dominican-republic/respondent.

III. BUSINESS RISKS TO CONSIDER SPRING’21 Ø The fact that the judiciary is not independent of the government and barely enforces laws98 indicates that an investor is not likely to find justice or compensation in DR courts if a dispute was to arise or settled in international arbitration panels.99 Ø There is also a nationalization risk, accompanied by an obvious FCPA risk as bribes seem to be common, since the energy industry is under the ownership and control of the DR’s government. WAYS TO MITIGATE: 1. TC must carefully draft the contracts and (a) select under which multilateral agreement it wishes to be bound and in front of which courts it wishes to appear100; (b) carefully draft its choice of law and forum provisions and include a stabilization clause that guarantees that the host state would not alter its general legal regime for the given industry.101 2. Before contracting or hiring anyone, TC must verify the US Entity list102, Especially Designated Nationals and Blocked Persons List103, Unverified List104, Denied Persons List.105 98 The World Economic Forum 2019 Global Competitiveness report ranked the Dominican Republic 123 out of 141 countries in judicial independence and 87 of 141 in the efficiency of the legal framework in settling disputes. See “Dominican Republic - United States Department of State.” U.S. Department of State, U.S. Department of State, 1 Dec. 2020. 99 Id. The World Bank’s 2020 Doing Business report noted that “resolving complaints raised during the award and execution of a contract can take more than four years in the Dominican Republic, although some take longer. Some investors have complained that the local court system is unreliable, is biased against them, and that special interests and powerful individuals are able to use the legal system in their favor.” 100 TC must remember that although the WTO provides facilities for dispute settlement, the WTO DSB is paralyzed [not working] and bringing disputes there is worthless. 101 The DR is pretty flexible about choice of law, choice of jurisdiction and arbitration. See Sale and storage of goods in the Dominican Republic: overview, Practical Law Country Q&A w-019-2255 102 The list specifies the license requirements that apply to each listed party. 103 A list maintained by the Department of the Treasury’s Office of Foreign Assets Control which administers and enforces economic and trade sanctions against targeted foreign countries, terrorism sponsoring organizations, and international narcotics traffickers. 104 A list of parties BIS was unable to verify in previous transactions. 105 A list of firms and individuals whose export privileges have been denied. You may not participate in an export or reexport transaction subject to the EAR with a person whose export privileges have been denied by BIS.

III. BUSINESS RISKS TO CONSIDER SPRING’21 2. CONCLUSION: SHOULD TC ENERGY INVEST IN THEDOMINICAN REPUBLIC? On the strength of the points and risks set out above, my advice to TC Energy would be to wait before investing in the Dominican Republic. First, the company just started dipping its feet into central American waters (Mexico) and needs to be accustomed to the way things work in the South before spreading more of its wings. Secondly, although President Abinader’s election predicts a shift for the country, it is better to wait and see whether the new government can correct the previous flaws. Also, the current optimistic atmosphere in the business world relies on hopes that the world will be back to ‘normal’, which is not likely to happen anytime soon. Even if it was to happen, it won’t be at full speed, which means that companies’ profits won’t be the same. Additionally, 2020 was a black hole for most companies, including TC, whose income and cash flow were affected by the crisis and whose debts are to mature in 2021. 106 Another thing to remember is that, as mentioned earlier, the DR just entered into a commercial partnership agreement with China breaking its ties with Taiwan. Given the previous US administration’s threats to ‘go to war’ with China and indirectly or directly sanction countries that do business with them, TC should really be careful as to not become the target of the US government sanctions. Therefore, despite the multiple incentives and opportunities, not only do the financial and corruption risks seem to outweigh the benefits but also, in my opinion, now is not a good time to make a risky bet on a country whose overall ranking for ease of doing business in the World Bank’s report, fell from 102 in 2019 to 115 in 2020 out of 190 countries. Nonetheless, if TC was to take this step, now or in the future, please find some useful information you may refer to when the right time comes. Your dear legal counsel #4638 106 See TC Energy, annual 10K Form (Income: From 13,255 in 2019 to 12,999 in 2020; Cash flow: from 7082 in 2019 to 7058 in 2020)

Additional information

The Dominican Republic is the second-largest IS 63.6 75.4° country in the Caribbean after Cuba. It covers an 10.90 MILLION area of 18,704 square miles and has a population 18,815/SQ MI of 10.65 million. Dominican Republic’s landmass is $88.94 B$ - GDP shared with Haiti, its only direct neighbour. The original name of the whole island was Hispaniola and the name of its capital is SANTO DOMINGO. The Republica Dominicana flag as it’s known locally comprises of four rectangles (two red and two blue) that are divided by a white cross. It’s the only flag in the world that has a picture of the holy bible in the middle of it. Language : Spanish Dominican Pesos President: Luis Abinader INTERESTING CULTURAL FACTS TO FACTS KNOW FOR BUSINESSS Car horns have their own Dominican Republic time is not the language. One short beep same as real-time! If you are punctual, means I’m here or get. out of expect to wait a while. the way! Two short beeps mean I’m coming past. Two Appropriate business attire is long beeps mean for god expected despite the warm sake get out of my way! weather, Most people associate Cuba The DR is a relationship-driven culture, with the best cigars, but it is important to be introduced by a The DR is also one of the third party. They prefer face-to-face world’s best cigar producers meetings rather than business by telephone or in writing, which is seen The Dominican Republic as too impersonal, thus lunch meetings has near-perfect weather are very common with over 300 days of sunshine. Only address one by their first name when invited to. Wait for a woman to extend her hand for a handshake.

4/14/2021 How to Obtain Authorization to Import and/or Export Natural Gas and LNG | Department of Energy Office of FOSSIL ENERGY SERVICES  How to Obtain Authorization to Import and/or Export Natural Gas and LNG Office of Fossil Energy Office of Fossil Energy » Services » How to Obtain Authorization to Import and/or Export Natural Gas and LNG Section 3 of the Natural Gas Act (NGA) (15 U.S.C. § 717b) prohibits the import or export of natural gas, including liquefied natural gas (LNG) from or to a foreign country without prior approval from the Department of Energy (DOE). Parties who want to enter into natural gas transactions with foreign sellers and buyers must file for an import and/or export authorization under the rules and procedures found in (10 CFR Part 590) of DOE's regulations. Procedures for Filing an Application The following general instructions are designed to assist applicants applying for an import and/or export authorization. While the process is not complicated, applications are required to be filed at least 90 days in advance of the proposed import and/or export. (10 CFR Part 590.201) Portal Submissions - Registration Required: https://www.energy.gov/fe/services/natural-gas-regulation/how-obtain-authorization-import-andor-export-natural-gas-and-lng 1/5

4/14/2021 How to Obtain Authorization to Import and/or Export Natural Gas and LNG | Department of Energy Applicants are encouraged to use DOE's Import/Export Authorization Portal for submission of Short-Term/Blanket Applications, Vacate, Name Change, and other required documents . If your company is new to using the Portal, click here for more information. If you are already a Portal User, you can navigate directly to the Portal, and use the \"Applications\" button to submit a short-term/blanket 2-year application. Please note that, at this time Applications for Long-Term Authority to import and/or export natural gas/LNG must still be filed using hard-copy paper format. However, these can be submitted through our email: [email protected], however, confidential information should be sent by overnight delivery mail. Send all paper or non-electronic official communications to: Mrs. Amy Sweeney U.S. Department of EnergyNatural Gas Regulation FE-34 - ROOM 3E-056 1000 Independence Avenue, S.W. Washington DC 20585 [email protected] After complete review of the application, a docket number will be assigned. Once the application receives a docket number, this number should be referenced in future communications involving each application. Please direct any questions concerning the filing of an application to (202)586-9478 or at [email protected]. Visiting DOE If you plan to visit DOE, please adhere to the following information: DOE's hours of operation are from 8 a.m. to 4:30 p.m., U.S. Eastern Time (GMT -4), Monday through Friday, excluding holidays. Upon entering through the Forrestal Building, (L’Enfant Plaza) doors, proceed directly to visitor’s desk to complete sign-in and access procedures to visit Room 3E-042 Docket Room. To gain access, you must either: https://www.energy.gov/fe/services/natural-gas-regulation/how-obtain-authorization-import-andor-export-natural-gas-and-lng 2/5

4/14/2021 How to Obtain Authorization to Import and/or Export Natural Gas and LNG | Department of Energy • Be pre-announced by the person you are visiting at which time you will be directed to your sponsor; or • If you are not pre-announced, the person whom you wish to visit will be notified by phone of your arrival. Please try to call ahead before arriving. If the sponsor authorizes you to visit, you will be approved for entry. Due to ongoing delays in the delivery of mail, the Office of Regulation, Office of Regulation, Analysis and Engagement, Division of Natural Gas Regulation has initiated the following alternative application process. An applicant may use our online e-File Application, fax or submit an application electronically for blanket import or export of natural gas to either (202) 586-6050 or (202) 586-6221. An email copy of the application and/or accompanying information can be submitted at [email protected]. The faxed/email application must be accompanied by a photocopy of the check for the application fee. It must also include a cover letter or affidavit indicating that the applicant has mailed the application on the same day. Each hard copy application shall consist of an original and three (3) copies and must be accompanied by a $50 filing fee. If you are using the online payment link please submit a digital signed copy of your application, attaching a copy of receipt from pay.gov to [email protected]. Do not follow-up with paper copy. Types of Authorizations and Requests + LONG-TERM AUTHORIZATION (HARDCOPY) BLANKET (SHORT-TERM) AUTHORIZATION (ONLINE E-FILE) + VACATE + NAME CHANGE + Additional Information + REPORT OF CONTRACT AMENDMENTS AND OTHER CHANGES https://www.energy.gov/fe/services/natural-gas-regulation/how-obtain-authorization-import-andor-export-natural-gas-and-lng 3/5

Doing Business 2020 Dominican Republic Ease of Doing Business in Region Latin America & Caribbean DB RANK DB SCORE Income Category Upper middle income 60.0 Dominican Republic Population 10,627,165 115 City Covered Santo Domingo Rankings on Doing Business topics - Dominican Republic 80 74 66 112 116 119 124 133 143 150 Starting Dealing Getting Registering Getting Protecting Paying Trading Enforcing Resolving a with Electricity Property Credit Minority Taxes across Contracts Insolvency Investors Borders Business Construction Permits Topic Scores 85.4 70.7 68.0 67.2 45.0 34.0 57.4 83.5 50.6 38.0 Starting a Business (rank) 112 Getting Credit (rank) 119 Trading across Borders (rank) 66 Score of starting a business (0-100) 85.4 Score of getting credit (0-100) 45.0 Score of trading across borders (0-100) 83.5 Procedures (number) Strength of legal rights index (0-12) Time to export Time (days) 7 Depth of credit information index (0-8) 1 Documentary compliance (hours) 10 Cost (number) 16.5 Credit registry coverage (% of adults) 8 Border compliance (hours) 16 Paid-in min. capital (% of income per capita) 13.7 Credit bureau coverage (% of adults) 26.8 Cost to export 100.0 Documentary compliance (USD) 15 Dealing with Construction Permits (rank) 0.1 Protecting Minority Investors (rank) Border compliance (USD) 488 Score of dealing with construction permits (0-100) Score of protecting minority investors (0-100) 143 Time to import Procedures (number) 80 Extent of disclosure index (0-10) 34.0 Documentary compliance (hours) 14 Time (days) 70.7 Extent of director liability index (0-10) Border compliance (hours) 24 Cost (% of warehouse value) Ease of shareholder suits index (0-10) 5.0 Cost to import Building quality control index (0-15) 15 Extent of shareholder rights index (0-6) 4.0 Documentary compliance (USD) 40 206 Extent of ownership and control index (0-7) 8.0 Border compliance (USD) 579 Getting Electricity (rank) 2.4 Extent of corporate transparency index (0-7) 0.0 Score of getting electricity (0-100) 13.0 0.0 Enforcing Contracts (rank) 133 Procedures (number) Paying Taxes (rank) 0.0 Score of enforcing contracts (0-100) 50.6 Time (days) 116 Score of paying taxes (0-100) Time (days) 590 Cost (% of income per capita) 68.0 Payments (number per year) 150 Cost (% of claim value) 40.9 Reliability of supply and transparency of tariff index (0-8) Time (hours per year) 57.4 Quality of judicial processes index (0-18) 7 Total tax and contribution rate (% of profit) 6.5 Registering Property (rank) 67 Postfiling index (0-100) 7 Resolving Insolvency (rank) Score of registering property (0-100) 209.5 317 Score of resolving insolvency (0-100) 124 Procedures (number) 48.8 Recovery rate (cents on the dollar) 38.0 Time (days) 5 10.7 Time (years) Cost (% of property value) Cost (% of estate) 9.6 Quality of the land administration index (0-30) 74 Outcome (0 as piecemeal sale and 1 as going 3.5 67.2 concern) 38.0 Strength of insolvency framework index (0-16) 6 0 33 3.4 10.5 14.5





TBRUASVINEELSINSFO Also available on http://drembassyusa.org/visas/ BUSINESS VISA FOR US CITIZENS Fee: 115 USD - 125 USD > Granted for one (1) entry within 60 days of issue and may be renewed upon request within the period of validity. > Multiple entries granted only if the person needs to travel more frequently to the country and the visa is valid for one (1) year during which the beneficiary may not remain in the country for more than two (2) consecutive months. PBUURSPINOESSESS VISA FOR EMPLOYMENT Fee: 125 USD Business Visas are issued for work purposes to those will remain in the Dominican Republic for a year without necessarily having to leave the country. Beneficiaries of this visa can apply for a driver’s license, open a bank account and enjoy COURTESY VISAapplicable custom facilities. Fee: FREE Courtesy Visas are granted at the request of the Department of State or multilateral organizations to certain officers and their families who travel to the DEPENDENT VISA country with ordinary passports. Fee: 125 USD Dependent Visas are issued for family members of the beneficiaries of courtesy and business visas, subject to the type of visa granted to the main family member or employer on whom they depend.



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