@ BANCO MUNDIAL B/RD ·AID I ARuPo ANC0 MUNDAL »' BNDES MEMORANDUM OF UNDERSTANDING between Banco Nacional de Desenvolvimento Econmico e Social - BNDES and the International Bank for Reconstruction and Development 1. Introduction This Memorandum of Understanding ("MOU") is entered between Banco Nacional de Desenvolvimento Economico e Social - BNDES -("BNDES") and the International Bank for Reconstruction and Development ("IBRD" or "the Bank").-; WHEREAS, BNDES is a state-owned company under private law established by Brazilian Federal Law N. 1,628/1628 and is the main financing agent for development in Brazil, engaged in promoting local and regional development, social and environmental commitment and the innovation capacity in projects that request its support. Its mission is to facilitate solutions that contribute with investments for the Brazilian sustainable development. WHEREAS, the Bank is an international development institution established by Articles of Agreement adopted by its member countries. IBRD's mission is to end extreme poverty and boost prosperity on a livable planet. It achieves these objectives by providing loans, concessional financing, technical assistance, and knowledge-sharing services to its member countries and through partnerships with other organizations. The Bank has an interest in collaborating with public and private entities to improve the effectiveness of development assistance, thereby contributing to the achievement of the sustainable development goals. WHEREAS, in conformity with its necessary internal approvals, BNDES Executive Officer, pursuant to its authority, has approved BNDES entering into this MOU according to its Decision N. 14/2023. THEREFORE, the Participants enter into this MOU to describe their mutual intention to collaborate and cooperate on the common objectives described below. € BANCO MUNDIAL BIRD • AID I ARuPo ANco UNDAL S' BNDES 2. Overall Objectives The Participants desire to collaborate and cooperate in developing financial mechanisms that will enable eventual low-carbon hydrogen related projects throughout the entire industry value chain including, but not limited to: (i) renewable generation; (ii) carbon capture; (iii) electrolyzers and associated equipment; (iv) logistic and shared infrastructure of low-carbon hydrogen hubs; (v) synthetic fuels; and (vi) industrial decarbonization through deployment of low-carbon hydrogen solutions. This MOU provides a framework within which the Participants may develop and undertake collaborative activities and is not intended to interfere with the Participants' independent decision- making with regards to their own respective administration and operations. 3. Activities and Areas of Collaboration Subject to each Participant's internal objectives, procedures, policies and regulations, the Participants plan and anticipate to carry out the following activities: (a) Share knowledge, ideas, and lessons learned in innovative financing for boosting low- carbon hydrogen investment in the country; (b) Plan joint activities in areas of common interest; (c) Pool efforts and expertise; (d) Use and leverage their existing resources and facilities to mutual advantage and benefit; (e) Collaborate on the promotion, preparation and organization of workshops, conferences and/or training seminars; (f) Collaborate on the organization and execution of hydrogen related projects; (g) Jointly engage in a dialogue with stakeholders and others interested in activities being pursued under this Memorandum; (h) Collaborate on ways to join with other entities engaged in activities similar, supplemental, or related to those being pursued under this Memorandum; (i) Collaborate on the dissemination of the lessons learned and results of hydrogen related projects and research to the public through publications, the internet, seminars, workshops, conferences, and other easily accessible and inexpensive means; and G) Periodically evaluate the effectiveness of working in collaboration with each other, with reference to their respective organizational mandates and priorities. The Participants may also assess possible financial mechanisms to support the objectives of this MOU, including, but not limited to, project co-financing, guarantees, technical assistance funding 2 ~ BANCO MUNDIAL BIRD AID [ ouo 4Nico MuNDuL ' BNDES (for market potential and regulatory improvements), and a possible credit line to be granted by IBRD to BNDES in connection with the areas mentioned herein. The terms and conditions of any specific transaction shall be discussed on case-by-case basis and the IBRD and BNDES can discuss a possible credit line. Each Participant is responsible for its own share of the associated financial and other activities referred to in this MOU. 4. Intellectual Property The Participants acknowledge that nothing in this MOU is intended to grant a Participant the right to use intellectual property owned or controlled by another Participant. The Participants intend to jointly decide in writing on the ownership and use of any intellectual property deriving from activities under this MOU. The Participants also acknowledge that they may not use the name, mark, or logo of another Participant, or any variation thereof, without the prior written approval of the appropriate Participant. 5. Publicity and Confidentiality This MOU may be publicly disclosed by the Participants. Such disclosure will be made subject to the Participants' respective disclosure or access to information policies. Any information shared between the Participants under this MOU that is designated as "CONFIDENTIAL" may require a separate binding non-disclosure agreement to be entered into between the Participants. IBRD acknowledges that BNDES is a financial institution and, therefore, BNDES will only disclose information in accordance with applicable banking regulations and rules. IBRD acknowledges that BNDES may publish the content of this MOU on its website as well as a summary of this MOU in the Portuguese language in the Brazilian official federal gazette, providing that such publication is required by and in accordance with applicable laws, regulations and policies in Brazil. BNDES acknowledges that any publication made under the terms of paragraph 5.3 will not constitute an agreement or commitment by the IBRD and that any responsibility that might arise from such publication will be exclusively attributed to BNDES. 3 € BANCO MUNDIAL BIRD AID I ouPo ANco MUNDuL ' BNDES 6. Conflict of Interest The collaboration of the Participants under this MOU is not intended to confer a special advantage or preference to BNDES in competing with any other entities as regards the procurement of goods, works or services by the Bank or third parties, where such procurement results from or has a direct relationship to such activities. 7. Disclaimers (a) Nothing in this MOU is intended to be construed as creating a joint venture, an agency relationship, or a legal partnership between the Participants. (b) Nothing in this MOU is intended to constitute an agreement or commitment by any Participant to enter into or provide support for any specific activity or project. (c) Nothing in this MOU is intended to constitute commitment with regards to the financing of any specific activity or project. (d) Each Participant is responsible for its respective costs and expenses that may be incurred in connection with the activities described in this MOU. (e) Nothing in this MOU restricts a Participant from entering similar arrangements with third parties covering the same or similar subject matter areas or activities. (f) Nothing herein is intended to prevent the Participants from entering into separate and legally binding agreements related to the areas of collaboration described in this MOU, or otherwise, provided, however, that any such separate and legally binding agreements are discussed and executed separately from this MOU and be subject to the specific terms and conditions set forth therein. 8. Privileges and Immunities Nothing in this MOU is intended to be a waiver of the privileges and immunities of any of the Participants or their officers and employees, as applicable, which privileges and immunities are hereby specifically reserved. 9. Disagreements The Participants acknowledge their intent to resolve any disagreements arising out of this MOU amicably. 4 @ BANCO MUNDIAL BIRD + AID ] AAuPoANco uNDuL ' BNDES 10. Term and Termination The Participants intend to cooperate as set out in this MOU for an initial period of [two (2) years]. The Participants endeavor, if they wish to no longer collaborate as set out in this MOU, to end their collaboration under this MOU by: (1) mutual written declaration of the Participants; or (2) a unilateral statement in writing by any Participant (30) calendar days in advance of the intended end of their engagement to the other Participant. 11. Notices, Communications, and Amendments The Participants intend to make notices, communication, and amendments related to this MOU only in writing (electronic mail). 12. Official Representatives and Addresses Unless notified otherwise, each Participant designates below its representative with overall responsibility for all activities and communication in connection with this MOU. For the Bank: Carlos Antonio Costa Senior Energy Economist Infra LCR Energy 1 SCES Trecho 03, Lot 05, Polo 8, S/N, Ed. Jequitiba CEP 70200-003, Brasflia/DF Tel: +55 61 3329 1000 E-mail: carloscosta@worldbank.org For the BNDES: Head of the Investor Relations Department Av. Republica do Chile, 100 CEP 20031 -970, Rio de Janeiro/RJ E-mail: depto.ri@bndes.gov.br 13. Miscellaneous This MOU is only intended to set out a summary of the understandings between the Participants. Nothing expressed or implied herein (whether by operation of law or otherwise) is intended to 5 € BANCO MUNDIAL /RD • AID I AuPo Nco UNDAL S' BNDES legally commit or oblige any Participant to perform or observe any of the provisions herein, and this MOU is not intended to create any binding and enforceable obligations nor any rights to the Participants. 14. Data protection The Participants acknowledge that collection, receipt, use, transfer and storage of personal data by the Participants in connection with this MOU shall be made in full respect of the legal framework applicable to each Participant. Any personal data that BNDES receives in connection with this MOU shall be processed by BNDES in accordance with Federal Law n° 13.709/2018 and its Corporate Policy for Personal Data Protection available at https://www.bndes.gov.br/wps/wcm/connect/site/454bd851-e742- 4196-8c26- b05c92c79633/BNDES_PoliticaProtecaodeDados_PORT_I ljul2022.pdf?MOD=AJPERES Signed in Dubai on December 2, 2023. For Banco Nacional de Desenvolvimento Economico e Social - BNDES kg /% 1"/ (Presidente) For the Internation d Development Carlos Felipe {armillo arJd the Caribbean Region Regional Vice President - Latin Am&kick (Vice-Presidente Regional - America Latina e Caribe j € BANCO MUNDIAL BIRD • AID I ouPo AN»co MuNDuL ES' BNDES Attended the signature ceremony of this MOU his Excellency, the Minister of Mines and Energy, Mr. Alexandre Silveira (Compareceu d cerimonia de assinatura deste Memoranda o Excelentissimo Senhor Ministro de Minas e Energia, Alexandre Silveira) Alexandre Silveira Minister of Mines and Energy (Ministro de Minas e Energia) 7