MINISTRY OF ENERGY

FINAL REPORT

OF

THE COMMITTEE TO RESTRUCTURE THE BUILD OWN OPERATE AND

TRANSFER AGREEMENT BETWEEN THE GOVERNMENT OF GHANA
(REPRESENTED BY THE MINISTRY OF POWER) AND AFRICA &
MIDDLE EAST RESOURCES INVESTMENT GROUP LLC

February, 2017
Final Report

Contents
Executive Summary ..................................................................................................................................... 2
Membership of the Committee................................................................................................................... 3
1.1 Terms of Reference ......................................................................................................................... 4
2. Methodology ............................................................................................................................................ 4
3. The 250 MW BOOT Agreement ............................................................................................................... 6
3.1 Background .................................................................................................................................. 6
3.2 Chronology of events .................................................................................................................. 7
4. Technical Issues........................................................................................................................................ 8
4.1 Objectives ........................................................................................................................................... 8
4.2Technical Specification of the Turbine-Generator Package.............................................................. 9
4.2.1 Review of engine technology...................................................................................................... 9
4.2.2 Responsibility Matrix ............................................................................................................... 11
5. Financial Issues ....................................................................................................................................... 13
6. Legal issues ............................................................................................................................................ 14
7. Conclusion .............................................................................................................................................. 16

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Executive Summary

The Hon. Minister inaugurated a 17 member Committee on February 01, 2017 to review,
restructure and recommend areas for amendment of the Build, Own, Operate and Transfer
(BOOT) Agreement dated February 10, 2015 between the Government of Ghana represented
by the Ministry of Power and Africa & Middle East Resources Investment Group LLC (Ameri
Energy) and submit a final report within two weeks.

The BOOT Agreement was signed as an emergency power agreement to help reduce the
power supply deficit at the time and the project was expected to be delivered within 90
days after the fulfilment of conditions precedent. The delay in implementing the BOOT
Agreement defeated its classification as an emergency project.

The Committee reviewed the BOOT Agreement based on its technical, financial and legal
merits/demerits and identified issues that should form the basis for re-negotiation of the
BOOT Agreement with Ameri Energy.

Even though the plant is operational, several omissions and concessions were made in the
BOOT Agreement which require re-negotiation, amendments and restructuring of the
Agreement. The Agreement simply is grossly unfair and is not as it presently stands, in the
best interest of Ghana.

The Committee has enumerated technical, financial and legal observations and
recommendations in the report that are aimed at rectifying the anomalies in the BOOT
Agreement for effective and efficient implementation of the project. The recommendations
are also to serve as a guide for future negotiations of power projects.

Furthermore it came to the notice of the Committee that the whole of the project was
executed and financed by PPR a Turkish registered company at a price that was considerably
lower than that agreed between the Government of Ghana and Ameri Energy under the
BOOT Agreement.

Based on these observations, the Committee therefore recommends that Ameri Energy
should be invited back to the negotiation table to address and remedy the issues
enumerated in this report.

Going forward, the Committee also advises that the Government of Ghana should take all
necessary measures to avoid power supply deficits which result in the execution of
emergency power Agreements.

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Membership of the Committee

Chair:

Philip Addison, Private Legal Practitioner

Members:

Vickie Bright, Private Legal Practitioner

Evron Rothschild Hughes, Investment Banker

Dr. Alfred Ofosu Ahenkorah, Energy Commission

Grace Oppong, Attorney Generals Department

Dr. Simons Yao Akorli, Public Utilities Regulatory Commission

King Taylor, Volta River Authority

Kwame Amankwah-Twum, Volta River Authority

Ebenezer Baiden, Electricity Company of Ghana

Anita Lokko, Ministry of Energy

William Sam-Appiah, Ministry of Energy

Francis Dzata, Ministry of Energy

James Demitrus, Ministry of Energy

Seyram W. Adabla, Ministry of Energy

Dr. Joseph Asenso, Ministry of Finance

Amerley Nuno-Amarteifio, Ministry of Finance

Hanson Monney, Ministry of Energy (Secretary)

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1. Background

The Hon. Minister for Energy constituted a Committee on February 01, 2017 to (i) review,
restructure and recommend areas for amendment of the Build, Own, Operate and Transfer
(BOOT) Agreement dated February 10, 2015 between the Government of Ghana represented
by the Ministry of Power and Africa & Middle East Resources Investment Group LLC (Ameri
Energy).

The action was informed by issues raised by stakeholders and the citizenry in respect of the
terms of the BOOT Agreement.

The Committee was tasked to re-examine the Agreement and make recommendations to
the Hon. Minister and if need be, restructure the BOOT Agreement to ensure that the terms
of the Agreement are in the best interest of Ghana.

The outcome of the exercise would serve as a template for review of other Agreements and
also be a guide to negotiate future similar Agreements.

1.1 Terms of Reference

The Committees Terms of Reference are outlined below:

BOOT

Review the BOOT Agreement and its attached documents,

Recommend areas for amendment and restructuring for effective implementation,

Discuss areas identified for amendment with Ameri Energy and modify the BOOT
Agreement accordingly.

Raise any other issues pertinent to the implementation of the project

2. Methodology
The Committee is headed by Lawyer Philip Addison.

The Committee agreed to divide the membership into three (3) sub-Committees to review
the BOOT Agreement. The Sub-Committees are:

1. Technical Sub-Committee headed by Ing. William Sam-Appiah

2. Finance Sub-Committee headed by Mr Evron Rothschild Hughes
3. Legal Sub-Committee headed by Lawyer Vickie Bright

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The following documents were made available to the Committee:

a. A Letter of Intent between the Volta River Authority (VRA) and Ameri Energy LLC
dated 23rd December, 2014.
b. Revised offer letter from Ameri Energy LLC to VRA dated January 5, 2015.
c. VRA letter dated January 9, 2015.
d. Ministry of Justice legal opinion on BOOT Agreement between Government of Ghana
represented by the Ministry of Power and APR Energy LLC (APR) dated 6th
February 2016.
e. The BOOT Agreement between Government of Ghana represented by the Ministry of
Power and Ameri Energy dated 10th February, 2015.
f. Executive and Parliamentary approvals dated 25th February, 2015 and 20th March, 2015
respectively.
g. A letter from Ameri Energy dated 4th May, 2015 requesting the consent of the
Ministry of Power to enable the company to assign the BOOT Agreement to Ameri
Energy Power Equipment Trading LLC (Ameri Equipment).
h. GoGs consent of Assignment dated 6th May, 2015.
i. An Addendum to the BOOT Agreement was executed on 27th July, 2015.
j. A copy of the Standby Letter of Credit (SBLC) established on 17th April, 2015 with
attached reference number SBLC/GOV/15/3 due for extension on 31st December, 2017.
k. SBLC Assignment Letter between Ameri Energy Equipment LLC and PPR on 17th Sept,
2015.
l. BOOT Assignment Agreement between Ameri Energy Power Equipment Trading LLC
and PPR on 17th Sept, 2015.
m. Account Pledge Agreement between Ameri Energy Power Equipment Trading LLC
and PPR on 17th Sept, 2015.
n. EPC Deferred Facility among Africa and Middle East resources Investment Group LLC,
Ameri Energy Equipment LLC and PPR on 17th July, 2015.
o. Accounts Bank Agreement between Ameri Energy Power Equipment Trading LLC
(Borrower) and Stanbic Bank Gh. Ltd. (Account Banks) and PPR (Project Lender) on
17th Sept, 2015.
p. Public Procurement Authority ratification letter dated October 4, 2016.
q. Deed of Assignment dated 17th August 2016, between GoG and VRA.
r. Parliamentary approval for tax waiver dated 23rd December, 2016.
s. Government of Dubai Commercial license for Africa and Middle East resources
Investment Group LLC dated 8th September, 2014.
t. Government of Dubai Commercial license for Ameri Energy Power Equipment Trading
LLC dated 27th November, 2014.

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u. Value for Money (VFM) review of the Ameri project by Pricewater House Coopers
(Ghana) Limited.

3. The 250 MW BOOT Agreement

3.1 Background
In 2014, Ghana experienced significant deficit in power generation leading to nationwide
load shedding. Some of the factors which contributed to the energy deficit in the power
system were:

exponential growth of demand for power over the last decade,

poor hydrology,

the non-availability of some generating units through faults,

mandatory inspection and routine maintenance and

fuel supply challenges.

The Volta River Authority (VRA) on behalf of Government of Ghana signed a Letter of Intent
(LOI) with Ameri Energy dated 23rd December, 2014 for the establishment of a rental of
300MW power generation facility to be located at Takoradi. This was done on a sole-sourced
basis after a meeting between the former President of the Republic of Ghana and the Crown
Prince of Dubai.

In accordance with the terms of the LOI, GOG was required to pay a Fixed Monthly Charge of
US$ 785,000 per mobile dual fuel aero-derivative gas turbine on a take or pay basis and a
Variable Charge of US$0.005 per kilowatt-hour generated.

On 5th January 2015, Ameri Energy forwarded a revised proposal for a five year Build-
Operate-Transfer option for 250 MW fast track generation, with a new Fixed Monthly Charge
of US$850,000. The target date for the full deployment of the units was end of first quarter
2015.

By a letter dated January 9, 2015 VRA made reference to a proposal jointly submitted by
Ameri Energy and APR Energy (with Ameri Energy as the developer and APR Energy as the
EPC and O&M Contractor) at the request of GoG.

It was agreed also that the power plant would be sited at Takoradi to utilize gas from the
Jubilee field which at the time was being re-injected and adversely affecting crude oil

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production. At the time, the existing thermal plant in Takoradi could not fully utilize the gas.
Hence the need to procure and install plants that could utilize the gas.

3.2 Chronology of events

a. A Letter of Intent was signed between the Volta River Authority (VRA) and
Ameri Energy LLC dated 23rd December, 2014 for the establishment of a rental
power generation facility with 300MW installed capacity.

b. The VRA received a revised offer from Ameri Energy LLC by a letter dated
January 5, 2015 with two rental options for consideration.

c. By a letter dated January 9, 2015, VRA recommended the five (5) year BOT
arrangement to the Ministry following a review of both the rental and BOT
arrangement. The Committee has not sighted any documentation in relation
to the decision to adopt the 5-year BOOT arrangement.

d. By a letter dated 24th December 2014, Ministry of Power requested the

Attorney Generals Department to review and advise the Ministry on a BOOT
Agreement between Government of Ghana represented by the Ministry of
Power and APR Energy LLC (APR). Attorney General by letter dated 6th
February 2016 forwarded its legal opinion to the Ministry.

e. A BOOT Agreement between Government of Ghana represented by the

Ministry of Power and Ameri Energy was eventually executed on 10th
February, 2015. The Committee has not sighted any documentation in relation
to the replacement of APR with Ameri Energy in the BOOT Agreement.
Furthermore the Committee has also not sighted any due diligence report on
Ameri Energy.

f. Executive and Parliamentary approvals were received on 25th February, 2015

and 20th March, 2015 respectively.

g. By a letter dated 4th May, 2015 Ameri Energy requested the consent of the
Ministry of Power to enable the company assign the BOOT Agreement to
Ameri Energy Power Equipment Trading LLC (Ameri Equipment). Consent
was granted on 6th May, 2015, which was subsequent to (and not prior to) the
date of the assignment. Clearly this was in contravention of the terms and
conditions of the BOOT Agreement. There is no due diligence report on Ameri
Equipment.

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h. An Addendum to the BOOT Agreement was executed on 27th July, 2015

between GoG and Ameri Energy. However it should be recalled that Ameri
Energy at that date had already assigned its interest to Ameri Equipment. The
date of the Assignment precedes the addendum and yet the party that
entered into the addendum is Ameri Energy.

i. Prior to the execution of the Addendum to the BOOT Agreement, the

Government of Ghana through the Bank of Ghana established a Standby SBLC
(SBLC) on 17th April, 2015 (reference number SBLC/GOV/15/3) to back up the
BOOT Agreement. The SBLC is due for extension on 31st December, 2017.

j. By a letter dated October 28, 2015 Ameri Equipment informed the Ministry
that the company had entered into an EPC and O&M&M Agreement with
Power Projects Sanayi Insaat Ticaret Limited Sirketi, a company incorporated
in Turkey.

k. The Financing Agreements submitted to the Ministry by Ameri Energy were:

SBLC Assignment Letter

BOOT Assignment Agreement
Account Pledge Agreement
EPC Deferred Facility

l. The sole sourcing of Ameri Energy LLC by the Ministry of Power was ratified
by the Public Procurement Authority on October 4, 2016 in accordance with
Section 90(2) (c) of Act 663.

m. By a Deed of Assignment executed on 17th August 2016, the BOOT Agreement

was assigned by GoG to VRA.

4. Technical Issues
The Committee identified the following technical issues for consideration:

4.1 Objectives
Describe, evaluate and confirm the suitability of the equipment offered;

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Recommend areas for amendment for effective implementation of the BOOT

Agreement; and,
Any other issue pertinent to the implementation of the project.

4.2Technical Specification of the Turbine-Generator Package

4.2.1 Review of engine technology

The engine utilized in the BOOT plant is a trailer-mounted aero derivative gas turbine
(version GE TM2500+). It has a simple modular design that provides for easy maintenance.
The engine has thermal efficiency in excess of 38%. It has a relatively stable power output
with increasing ambient temperature.

The technology is well-proven with more than 1,800 units deployed worldwide and almost
69 million hours of operation. Its modular concept and factory-tested components allow for
fast installation. This technology therefore lends itself to emergency applications.

It can operate on gas and/or distillate liquid fuel with 50 per cent lower emissions than diesel
generators when operating on gas. In terms of operational flexibility, it has a 10-minute start
cycle to full power. In emergency situation, the relatively high efficiency and the lower foot
print per megawatt of electricity makes it a better option than diesel generator sets.

The Committee compared the guaranteed performance specification of the delivered units
to the actual performance test results to verify the contractual requirements of the units.

Performance guarantees agreed in the contract are as follows;

Plant Availability - 90%

Number of Units - 10

Guaranteed Net Power Output for Plant - 256,347KW

Guaranteed Net Heat Rate for Plant - 10,720 kJ/KWh

Estimated Fuel Flow for Plant - 66,988 Nm3/hr

The table below also presents the actual performance test results.

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Table 1. Actual performance test results

From the above test results provided by Ameri Energy as shown in Table 1, it will be noted
that the units performed above the guaranteed performance at site conditions. The power
outputs of the 10 units were between 26,322kW and 27,222kW, the net of which is higher
than the Guaranteed Net Power Output of 256,347kW in the Agreement. The Committee
was informed that although a written request has been made by the Ministry of Power to
confirm the test results, VRA has failed to do so to date.

The 90% guaranteed availability provided under the Agreement is consistent with standard
industry practice. However, it was noted that for the duration of the contract term,
determination of the contractual availability guarantee of 90% does not include the plant
down time hours due to scheduled outages. It is recommended that a formula for
determining plant availability should be re-negotiated to incorporate both the scheduled
and forced outages.

The guaranteed heat rate for the units is 10,720 kJ/KWh. To ensure that operation and
maintenance of the units are performed at optimum level, any deviation of the units heat
rate should conform to the specified degradation curve by the Original Equipment
Manufacturer (OEM).

The Committee recommends that the Agreement should include penalties for the
contractor in the event of any deviations in the heat rate relative to the guaranteed heat
rate.

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The plant commissioning report is still outstanding. Ameri should be requested to furnish
it as soon as possible.

4.2.2 Responsibility Matrix

The Committee reviewed the responsibility matrix under the existing Agreement (Annex E)
and made the following observations.

Mobilization, Permitting, visas, importation and shipping

Permitting for construction, utilities and operational activities are GoGs responsibilities
under the Agreement. All permits and licenses for the construction were secured by VRA on
behalf of GoG for Ameri Energy. Currently the Ameri Energy plant does not have an
operating licence. This is contrary to section 11 and 25 of the Energy Commission Act, 1997
(ACT 541) which requires the operators of the plant to secure the licenses and permits. It is
imperative that these licenses and permits are taken by the plant operator, Ameri Energy,
as soon as possible. Similarly, a Grid Interconnection Agreement must be signed between
the plant operator and the Grid operator (GRIDCo). It is to be noted that the Energy
Commission (EC) has officially notified VRA that the Ameri 250MW plant is yet to secure an
operational license.

Gas Metering

A Gas Meter should be installed as a matter of urgency on the pipeline which feeds the
plant as a check to account for the quantity of gas supplied to the plant and its efficient
usage.

Fuel System & Supply

GoG is responsible under the Agreement, for the supply of fuel to the plant in accordance
with the agreed specifications, relating to quality and pressure. This arrangement makes it
similar to a tolling Agreement where fuel supply is not the responsibility of the plant
operator. Under tolling arrangements, the operator is not obliged to use fuel that is out of
specification. There is a high tendency for Operators to refuse out-of-specification fuel under
tolling arrangements even though this fuel could be used within the units tolerance range.
In the event that the operator refuses to accept out-of-specification fuel, for as long as the
plant is declared by the operator to be available, a tolling arrangement would continue to
place an obligation on GoG to pay the capacity charge in spite of energy not being generated
by the operator; this could create fuel disputes and avenues for a rogue operator to
engineer a situation whereby the fuel supplied by GoG is never compliant.

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A Gas Chromatograph is required to verify the quality of the gas thereby reducing the risk
of rejection of the fuel by Ameri. It is strongly recommended that this is implemented as
soon as possible.

Site Preparation & Civil Works

GoG had the sole responsibility under the Agreement to provide a cleared, levelled and
compacted site acceptable to Ameri Energy for the installation of the equipment. This
activity was contracted by GoG to Engineers and Planners (E&P). It is noted that two tasks
under this responsibility remain to be completed by E&P: namely, (i) spread of gravel on the
laydown area to Ameris specifications, and (ii) perimeter and access roads to the site. E&P
have demobilized from the site without completion of the works. This is a breach of E&Ps
contract with GoG. The Committee has been informed that GoG has paid E&P for all works
undertaken to date.

The outstanding activities have dire implications on the operation of the plant such as
frequent replacement of air filters due to excessive dust, which negatively impacts on the
plants availability. The Agreement provides for steps to be taken in the event of a default.
The Committee is not aware if those steps have been taken. It is the Committees
understanding that the value of the portion of the works which is presently outstanding as a
result of E&Ps breach as compared to the mobilization cost of a new contractor to
complete the works, is not substantial enough for a new procurement to be undertaken by
GoG to complete the works. Subsequently, the more realistic options are:

(a) For GOG itself to immediately complete the works or

(b) Persuade Ameri to complete the outstanding works as they are already on the
ground or

(c) To engage a contractor undertaking works nearby.

Emission Monitoring

The Committee noted that the Ameri plant is currently not equipped with a Continuous
Emission Monitoring System (CEMS) as per the requirement of the Environmental
Protection Agency (EPA). The system enables the monitoring of unit exhaust emissions. This
requirement was not specified in the Agreement. The Committee therefore recommends
that the CEMS equipment is procured by the parties and installed on the site as a matter of
urgency.

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5. Financial Issues

The Committee identified the following issues for consideration:

1. The EPC Deferred Payment Facility Agreement entered into between Ameri Energy (as
the Developer) and PPR (as the contractor and financier) states that the total financial
obligation of the project over the 5-year period is a maximum of US$360million whereas
the BOOT Agreement shows a minimum of $510million (Annex G of BOOT). Effectively,
Ameri Energy is making a commission in the sum of US$ 150 million over the term of the
Agreement. Additionally, the Agreement incorporates a variable charge of $0.005
cents per kilowatt hour which totals $16.6m. While the rate is reasonable the total
annual fixed figure of $16.6m is erroneous. Thus Ameris actual commission is
significantly higher than US$150 million. These figures must be reconciled and
renegotiated to reduce the overall financial obligation on GoG and render the
Agreement more equitable.

2. The BOOT Agreement should make provision for annual capacity adjustments with
penalties in the payment of capacity charges on a pro rata basis in accordance with
standard industry practice. Without this, Ameri does not have any incentive to generate
the full 230 MW contractual capacity.

3. The penalty for Availability is woefully inadequate and must be renegotiated.

4. The contract structure with the fuel supply risk must be properly allocated to minimize
the financial risk on VRA/GoG. The take-or-pay contract structure with fuel supply risk on
VRA/GoG puts immense risk on the latter. It is recommended that a contract structure
which minimizes the fixed payment risk on VRA/GoG is explored. Currently, under the
BOOT Agreement, Ghana pays USD8.5million as take-or-pay charges on a monthly basis
irrespective of whether power is delivered or not. This must be reviewed.

5. As a negotiation tool, a financial model which considers the event of GoG borrowing
funds on its own to finance the BOOT Agreement should be prepared with a meaningful
rate of return and compared to the all-inclusive tariff of the project.

6. The Committee further recommends that the assessment of the termination payments/
costs with regard to the BOOT Agreement in the event of early termination must be
informed by the provisions of GoGs Put/Call Option Agreement (PCOA). The PCOA
minimizes early termination risks on GoG.

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7. Issues on the PriceWaterhouseCoopers (PwC) Ghana Limited Report

(i) The Committee was deeply concerned about the PWC report. Most of the
documentation reviewed for the report was not correctly interpreted nor were
apples compared with apples. The Committee observed for example, that the
tariffs of diesel power plants were compared to Heavy Fuel Oil (HFO) or NG power
plants.

(ii) Further, it is important to capture accurately the levelised tariffs of the various plants
and not the prices at the point of commissioning. For example, the Cenpower tariff is
a block tariff which reduces after year 14. It would be unfair to represent it with the
year 1 capacity tariff. This would result in a distorted outcome.

6. Legal issues
The Committee identified the following issues for consideration:

a) Amendments to the Boot Agreement require parliamentary approval. The Addendum

contains provisions that have significant impact on the project. One such provision is
the assignment of the Agreement from Ameri Energy to Ameri Power Equipment
Trading LLC. The failure to obtain parliamentary approval renders the Addendum
void.

b) The Availability Guarantee in the Addendum should be modified to include scheduled

and planned maintenance.

c) The wording of the Standby Letter of Credit (SBLC) established, differs significantly
from that contained in the Agreement that went to Parliament. Secondly, the
wording of the SBLC is too wide as it gives Ameri the opportunity to withdraw all
$51million after collecting the required payments. There is no requirement to give
notice to GOG before calling on the SBLC. As it stands GoG is simply relying on
Ameris goodwill not to draw on the SBLC because Ameri can, for example, call on
the SBLC even when there is a genuine invoice dispute between the parties to the
BOOT Agreement.

d) In the power industry the plant operator has the responsibility for signing the Grid
Interconnection Agreement with the grid operator (GRIDCO). Under this Agreement
the obligation has been given to GoG which should not be the case. The
responsibility should be referred back to the Contractor. This should be applicable
to all other licences and permits.

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e) The PwCs Value for Money audit report does not highlight the key flaws with the
project. The VFM report does not state PwCs professional opinion on the financial
viability of the project. The Committee noted that on the date the VFM was
presented the BOOT Agreement had already been signed.

f) GoG approved a wide exemption of taxes for Ameri and its third parties. Basically,
Ameri and all its affiliates and sub-contractors and third parties are not liable to pay
any form of tax whatsoever in The Republic of Ghana. The Committee does not find
this acceptable. Going forward, contractors must be made to pay taxes such as
corporate and income tax.

g) Considering that VRA has been assigned the project, it should sign a Power Purchase
Agreement (PPA) with ECG and PURC should approve the project tariff for payment
by ECG customers. This will enable the payment risk to be properly allocated. The
absence of this PPA has resulted in non-payment of the fuel component of the tariff
to VRA to enable it to pay Ghana National Gas Company Limited. The Committee
recommends that henceforth no PPA should be entered into by any public utility
unless it is as a result of a full competitive bidding process.

h) There is no legal opinion on Ameri from the AGs Department. However the
Committee was reliably informed that the Deputy Attorney General was present
during negotiations and execution of the Agreement. Going forward it is important
that a legal opinion from the AGs department is sought, to ensure that Agreements
conform to the laws of the country.

i) No due diligence was carried out on Africa and Middle East Resources Investment
Group LLC (Ameri Group) nor Ameri Energy Power Equipment Trading LLC (Ameri
Equipment). Consequently GoG has no information on the shareholders and directors
on either company.

j) The assignment from Ameri Group to Ameri Equipment was carried out without
GOGs consent in spite of an express requirement to seek prior consent in the
contract. Furthermore, the date of the Assignment precedes the addendum and yet
the party that entered into the addendum is the Ameri Group.

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7. Conclusion

The BOOT Agreement was signed as an emergency power agreement to help reduce the
power supply deficit at the time and the project was expected to be delivered within 90
days after the fulfilment of conditions precedent. The delay in implementing the BOOT
Agreement defeated its classification as an emergency project.

Even though the plant is operational, several omissions and concessions were made in the
BOOT Agreement which require re-negotiation, amendments and restructuring of the
Agreement. The Agreement simply is grossly unfair and is not as it presently stands, in the
best interest of Ghana.

The Committee has enumerated technical, financial and legal observations and
recommendations in the report that are aimed at rectifying the anomalies in the BOOT
Agreement for effective and efficient implementation of the project. The recommendations
are also to serve as a guide for future negotiations of power projects.

It came to the notice of the Committee that the whole of the project was executed and
financed by PPR a Turkish registered company at a price that was considerably lower than
that agreed between the Government of Ghana and Ameri Energy under the BOOT
Agreement.

Based on these observations, the Committee recommends that Ameri Energy should be
invited back to the negotiation table to address and remedy the issues enumerated in this
report and for GoG to aim to claw back a substantial portion of the over US$150million
commission. In the event that Ameri Energy refuses to come to the negotiation table, GoG
should repudiate the Agreement on the grounds of fraud.

Going forward, the Committee also advises that the Government of Ghana should take all
necessary measures to avoid power supply deficits which result in the execution of
emergency power agreements.

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Members Signature

Philip Addison, Private Legal Practitioner

(Chairman)
Vickie Bright, Private Legal Practitioner

Evron Rothschild Hughes, Investment Banker

Dr. Alfred Ofosu Ahenkorah, Energy

Commission

Grace Oppong, Attorney Generals

Department

Dr. Simons Yao Akorli, Public Utilities

Regulatory Commission

King Taylor, Volta River Authority

Kwame Amankwah-Twum, Volta River

Authority

Ebenezer Baiden, Electricity Company of

Ghana

Anita Lokko, Ministry of Energy

William Sam-Appiah, Ministry of Energy

Francis Dzata, Ministry of Energy

James Demitrus, Ministry of Energy

Seyram W. Adabla, Ministry of Energy

Dr. Joseph Asenso, Ministry of Finance

Amerley Nuno-Amarteifio, Ministry of

Finance

Hanson Monney, Ministry of Energy

(Secretary)

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