1. © 2015 Haynes and Boone, LLP Standard cover slide Mexico Energy Reform “Let the Bidding Begin” - Round 0, Round 1 and Beyond: Analyzing the Bidding and Adjudication Process Presented by: Luis Moreno James A Baker III Hall Rice University Houston, Tx April 28th, 2015

2. © 2015 Haynes and Boone, LLP Standard insert slide 2 OIL & GAS Before the Reform State Monopoly - Pemex Pemex does E&P, transportation, storage, refining, and sales Hydrocarbons in situ owned by State Private companies may participate only through service agreements Private investment was allowed in transportation, storage, and distribution of natural gas After the Reform More open market Pemex as a “State-Owned Productive Company” Pemex entitled to “Round Zero” Hydrocarbons in situ owned by State Private investment is allowed. E&P contracts will be awarded by CNH Agreements may include (i) service agreements; (ii) profit sharing agreements; (iii) production sharing agreements; (iv) licenses, or (v) a combination of the above Pemex may do joint venture and joint operating agreements with private sector

3. © 2015 Haynes and Boone, LLP Standard insert slide 3 NEW INSTITUTIONAL STRUCTURE OF THE ENERGY INDUSTRY Regulatory Agencies Petroleum Income Administrator State-owned Productive Enterprises Managment Centers

4. © 2015 Haynes and Boone, LLP Standard insert slide 4 ROUND 0 AND ROUND 1 ROUND 0 Pemex receives 83% of Mexico’s total proved and probable hydrocarbon reserves (2P) and 21% of Mexico’s total prospective resources Puts Pemex in 5th place worldwide in proven reserves Pemex gets sufficient reserves to mantain current production levels for the next 20 years ROUND 1 Round 1 comprises 109 blocks for exploration and 60 blocks for production, and includes new areas, including: (i) deep-water; (ii) shallow- water; and (iii) on-shore fields. Total area is c. 28,500km2. Estimated required annual investment is c. US $8.5 billion The first bid call, for exploration and production, comprises 14 contract areas in shallow waters o Prospective Reserves c. 686.6 Mboe The second bid call, for production, 5 contract areas in shallow waters o Prospective Reserves aprox. 355 Mboe Source: http://www.energia.gob.mx/rondacero

5. I. FORMS OF PARTICIPATION A company may participate in the Bid as an individual bidder (“Individual Bidder”) or as a joint bidder (“Consortium” and jointly with the Individual Bidder, a “Bidder”). One or more companies may submit a joint bid, acting as a Consortium, without creating a special purpose vehicle (“SPV”), pursuant to the following: 1.To be prequalified as a Consortium, it will suffice that one of the companies of the Consortium pays for access to Data Room fee and is registered in the Bid; 2.Only joint bids from a Consortium that obtain a prequalification certificate will be accepted, and therefore, a new company, not member of the Consortium in the prequalification stage will not be accepted unless it fulfills all the prequalification requirements; 3.A company may only be part of one Consortium in the Bid; 4.The Operator must have the largest participation percentage 1 in the Consortium; 5.All the members of the Consortium must execute, among themselves, a Private Join Bidder Agreement in accordance to Form CNH- 4 included in the Basis; 6.A Consortium may have no more than one “Big Scale Oil Company” as a member. (Sections 4.1 (e) and 12.2 (f); “Big Scale Oil Company” is defined as a company whose average oil and oil equivalent daily production equals or exceeds 1.6 million barrels.) Notwithstanding the above, the Consortium may incorporate an SPV in order to fulfill its obligations established in the Private Joint Bidder Agreement, as long as the obligations of each member of the Consortium are maintained as established in such Private Join Bidder Agreement. 1 Please note that Section 12.2. (d) does not make a distinction between economic or corporate participation as done in Section II(2)(c). 5

6. II. PREQUALIFICATION In order to get prequalified, a bidder must prove certain technical, financial and experience requirements. 1.Experience 2 a.The Bidder must prove its experience as an Operator (as defined below) in the period 2010- 2014 with (i) at least 3 (three) E&P projects or (ii) investment in E&P projects for an aggregate amount of US$10Bn; b.Demonstrate to have been an Operator or partner in offshore projects; c.Demonstrate its personnel is qualified; d.Demonstrate it has the experience in industrial and environmental safety for at least 5 (five) years. 3 2.Financial 4 a.Demonstrate total assets for a value of US$10 Bn; b.Demonstrate to have an investment grade rating; c.Demonstrate to have a total equity interest of US$1Bn. Or at least US$600 million if participating as a Consortium (although there appears to be an exception for the Operator to meet such threshold); d.If the Operator does not meet requirements of subsection (c) above, the Consortium shall demonstrate an aggregate equity interest of US$1 Bn. and such amount may only be reached with no more than 3 (three) members of the Consortium (including the Operator); and e.The Operator shall have at least 1/3 of the economic interest in the Consortium (only for Consortium applicants). 2 These requirements may be met either by the Bidder or an affiliate or holding of the same. 3 These requirements must be met by the Individual Bidder or by the company appointed as Operator in a Consortium, because these requirements may not be met jointly by all the members of a Consortium. 4 These requirements must be met individually by each party, by the party appointed as Operator under a Consortium, or, jointly by the members of the Consortium, as applicable. These requirements may be met either by the Bidder or an affiliate or holding of the same. 6

7. © 2015 Haynes and Boone, LLP Standard insert slide 7 ROUND 1 TENTATIVE CALENDAR DECEMBER 2014 JANUARY 2015 SHALLOW WATERS EXPLORATION 14 EXPLORATION AREAS FIRST INVITATION TO BID OPENING OF DATA ROOMS NEW AREAS AND FIELDS AREAS FEBRUARY 2015 APRIL 2015 APRIL 2015 APRIL 2015 FEBRUARY 2015 MARCH 2015 APRIL 2015 MAY 2015 SHALLOW WATERS EXTRACTION ONSHORE CHICONTEPEC AND UNCONVENTIONAL DEEP WATERS Call 1 Call 2 Call 3 Call 4 Call 5 5 EXTRACTION AREAS

8. © 2015 Haynes and Boone, LLP Standard insert slide 8 CALENDAR (DEADLINES) Bid CNH-R01-L01/2015Bid CNH-R01-L02/2015 Publication of BidDecember 11, 2014February 27 Publication of Updated Bid & Final Contract May 29August 14 Request Access to Dataroom March 17June 1 Dataroom AccessJuly 14September 29 Bid PaymentMarch 1June 15 Clarification Periods (3)May 27August 12 Pre-Qualification (Reception of Documents) March 31July 3 Bid Submission & Opening July 15September 30 Bid AwardJuly 17October 2 Execution of ContractAugust 15November 6

9. © 2015 Haynes and Boone, LLP Insert slide – light gray 9 ROUND 1 – FIRST CALL Source: http://ronda1.gob.mx/English/monitoring.html

10. © 2015 Haynes and Boone, LLP Insert slide – light gray 10 ROUND 1 – SECOND CALL

11. © 2015 Haynes and Boone, LLP Insert slide – light gray 11 CHALLENGES AHEAD Mexican energy market competiveness Success of first bid call of Round 1 Pemex’s role Transparency & rule of law

12. © 2015 Haynes and Boone, LLP Standard insert slide 12 OTHER ISSUES Land Security Anti-corruption Tax issues