The purpose of this RFP is to secure external legal counsel to provide end-to-end legal support in relation to a new dmtn programme, including the development of the legal and documentary framework for the programme, preparation of all required jse-facing documentation, coordination with relevant stakeholders, and support through to jse approval/registration of the programme.

{"name":null,"email":null,"phone":"+27 11 800 4647","department":null,"address":"Ensure that the new programme documentation appropriately distinguishes the new"}

All responses submitted shall first be subjected to a technical evaluation out of a maximum

score of 100. The criteria applicable to such technical evaluation are set out in Annexure A.

Only Tenderers attaining the prescribed minimum threshold of 70% in the technical evaluation

shall be eligible to proceed to the next stage of the evaluation process. Thereafter, qualifying

Tenderers shall be evaluated in accordance with the applicable preferential procurement point

system on the 80/20 principle, in terms of which price shall be allocated 80 points and B-BBEE

status level shall be allocated 20 points, in accordance with the PPPFA. Any Tenderer that

fails to attain the minimum technical threshold shall not be considered further and shall be

disqualified from the procurement process.

Upon completion of the technical evaluation, only those Tenderers that have satisfied the

minimum technical threshold shall proceed to the price and B-BBEE evaluation, and the

Tenderer achieving the highest overall score in accordance with the applicable preferential

procurement point system shall be considered for appointment.

11. Lodging of proposals

Your submission titled “TREASURY REQUEST FOR PROPOSAL FOR APPOINTMENT OF

Legal counsel to assist ESKOM with establishing a new domestic medium

TERM NOTE (DMTN) PROGRAMME” must be lodged via an electronic copy submitted

through https://etendering.eskom.co.za.

Late proposal will not be accepted.

12. Discussions

Eskom reserves the right to call upon a Tenderer to discuss its proposal in more detail as and

when deemed necessary.

Shortlisted candidates should expect that on short notice, the core implementation team will

be required to attend a one (1) hour clarification meeting during which thirty (30) minutes will

be dedicated to the presentation of the proposal followed by a thirty (30) minutes question and

answer session.

13. Queries/clarification

Should there be questions/clarification or queries regarding this RFP please contact the Eskom

representatives listed below. Please note that correspondence should only be in writing by

email.

Name: Amanda Luvuno Name: Francois Venter

Email: [email protected] Email: [email protected]

The tenderer will notify Eskom of any clarifications required before the closing time for

clarification queries, which is 5 working days before the deadline for tender submission.

14. Important notices

Even though Eskom has exercised all efforts in good faith to prepare the information contained

in this document, neither it nor any of its directors, partners, employees, sub-contractors,

intermediaries, or agents, provide any assurances or guarantees, explicit or implied, in relation

to this RFP. No representation or warranty, express or implied, is given by Eskom, or any of

its respective directors, partners, employees, sub-contractors, intermediaries, or agents as to

the accuracy or completeness of any of the contents of this RFP.

By issuing this RFP, Eskom does not undertake any obligation to provide any further

information, or to correct any inaccuracies in this proposal, or to correct any omissions, which

become known at any time. Any costs and expenses incurred by the persons who replied to

this RFP, or by their agents or advisers, will be the sole responsibility of such persons and

Eskom does not undertake to cover such costs.

This enquiry may be cancelled by Eskom at any time prior to deciding on it, if it is not deemed

necessary to continue with the procurement process due to a substantial change in

circumstances, or if public interest and welfare dictate such.

Eskom reserves the right to accept or reject any RFP Response, and to cancel the RFP and

reject all replies prior to the announcement of the successful Tenderers.

Should you not receive any communication from Eskom within 31 days from the time of RFP

closure, your application should be regarded as unsuccessful

Yours sincerely

Kabelo Masike

General manager, treasury

Date: 21 July 2026

Annexure a

Evaluation Criterion Weight Means of Measurement

Bidders must provide details of at least three (3) mandates

completed within the last five (5) years involving the establishment

Relevant Firm , registration, and implementation of DMTN programmes. Details

Experience in DMTN should include the nature of the mandate, client (where disclosure

Programmes and Debt 35% is permitted), transaction/programme size and date of completion.

Capital Markets Scoring:

Transactions >3 = 5

=3 = 3

<3 = 1

Bidders must provide CVs of the proposed lead partner and key

team members, including qualifications, professional registrations,

years of relevant experience, role on the assignment and

experience on comparable DMTN and debt capital markets

transactions.

Experience and

Capability of the 30%

Years of experience for lead that will be responsible for theProposed Team

project:

15 = 5 10<=15 = 4 5 <=10 = 3

<=5 = 1

Bidders must submit a detailed methodology and workplan

demonstrating their understanding of the scope, key deliverables,

stakeholder engagement approach, project governance

arrangements, proposed timelines, JSE approval process and

Methodology and approach to establishing a new DMTN Programme while the

Approach to the 35% existing DMTN Programme remains in place.

Assignment

Detail provided covering all aspects = 5

Provided = 3

Not provided = 0

Total 100%

Annexure b

Integrity declaration form

(Form to be completed and signed by tenderer as Invitation to RFP returnable)

1. Declaration of interest

I/We understand that any natural/legal person, including employees of the State and/or

those related to an Eskom employee/director (as per the definition of “related” set out

hereunder), may tender to Eskom. However, in view of possible allegations of favouritism

(the practice of showing favour to, or giving preference to some person/group, to the

detriment of, or at the expense of another that is entitled to equal treatment or an equal

opportunity), should the resulting tender, or part thereof, be awarded to such natural/legal

person, as described herein, it is required that the tenderer/s declare such

interest/relationship where:-

• the tenderer/s employees/directors are also employees/contractors/consultants/

directors in the state or a state-owned entity.

• the tenderer/s employees/directors are also employees/contractors/consultants/

directors of Eskom.

• the tenderer/s employees/directors are also employees/contractors/consultants or

directors in another entity together with Eskom employees/consultants/contractors/

directors.

• the legal person/s (including its employees/contractors/directors/members/

shareholders) on whose behalf the tender documents are signed, is in some other

way “related” to an Eskom employee/contractor/consultant/director involved in the

tender evaluation/tender adjudication/tender negotiation. “Related” meaning that: -

• an individual is related to another individual of they are married or live

together in a relationship like marriage.

• or are separated by no more than two degrees of natural or adopted

consanguinity or affinity.

• an individual is related to a juristic person if the individual directly or indirectly

controls the juristic person, as determined in accordance with the definition

of “control” (as per Companies Act section 2(1)); and

• a juristic person is “related” to another juristic person if: -

▪ (1) either of them directly/indirectly controls the other, or the business

of the other, as determined in accordance with the definition of

“control” (as per Companies Act section 2(1)).

▪ (2) either is a subsidiary of the other; or

▪ (3)a person directly/indirectly controls each of them, or the business

of each of them, as determined in accordance with the definition of

“control”.

• the tenderer/s and one or more of the tenderers in this tendering/RFP process have

a controlling partner in common, or a relationship with each other, directly or

through common third parties, that puts them in a position to have access to

information about or influence on the tender/proposal/response of another tenderer

or influence the decisions of Eskom regarding this bidding process.

To give effect to Confirm and Full Names & To your

the provisions provide details Capacity/Position knowledge

above, please (including of Eskom is this

complete the employee employee/ director/ person

table hereunder number) if you consultant and involved in

with all required are a State/State details of the the

information. Full owned entity relationship or evaluation/

Name & employee/contra interest(marital/ adjudication/

Capacity/ ctor/ director familial/personal/ negotiation of

Position within financial etc.) tenders

tenderer (e.g.,

employee/Direc

tor/member/

owner/sharehol

der)

1. If any employee/director/member/shareholder/owner of Tenderer/s is also currently

employed by Eskom, state whether this has been declared and whether there is

authorisation(Y/N) to undertake remunerative work outside public sector employment

and attach proof to this declaration. _________________________

2. Do the tenderer/s and other tenderer in this tendering/RFP process share a controlling

partner or have any relationship with each other, directly or through common third

parties? (Y/N) If yes, attach proof to this declaration. ________________________

I declare that I have read and understood the provisions of the Integrity declaration

form, that all information furnished herein is correct, that it is understood that the

Tenderer’s proposal/response may be rejected, and that Eskom will act against the

Tenderer should any aspect of this this declaration prove to be false.

Eskom Holdings SOC Ltd ("Eskom") maintains an existing Domestic Medium Term Note

("DMTN") Programme under which debt securities may continue to be issued. Eskom intends

to establish and register a new DMTN Programme to support its future funding requirements

and provide additional flexibility in accessing the domestic debt capital markets.

The establishment of the new DMTN Programme is not intended to replace, amend or

terminate the existing DMTN Programme, which will remain in place in accordance with its

terms and conditions. The new programme will operate in parallel with the existing programme,

subject to applicable regulatory approvals and Eskom's funding requirements.

3. Objective

The purpose of this appointment is to secure external legal counsel to provide end-to-end legal

support in relation to the establishment of a new DMTN Programme, including the development

of the legal and documentary framework for the programme, preparation of all required JSE-

facing documentation, coordination with relevant stakeholders, and support through to JSE

approval/registration of the programme. JSE debt programme documentation is central to the

issuance process and must contain the terms, conditions and disclosures reasonably required

for an informed investor assessment.

4. Eligible tenderers

Tenderers must be recognised legal firms with proven experience, supported by suitably

qualified team members.

Tenderers are deemed ineligible to submit a proposal if they have the nationality of a country

on any international sanctions list. A Tenderer shall be deemed to have the nationality of a

country if it has the status of a national or is constituted, incorporated, or registered and

operates in conformity with the provisions of the laws of that country.

5. Conflict of interest

A Tenderer shall not have a conflict of interest. All Tenderers found to have a conflict of interest

shall be disqualified. Tenderers must submit a form, see Annexure B, stating that none of its

personnel have any involvement or interest in Eskom and any of its subsidiaries and likewise

no Eskom personnel have any involvement or interest in the Tenderer’s business with the

response to this document or influence the decisions of Eskom during the bidding process.

A Tenderer may also be considered to have a conflict of interest with one or more parties in

this RFP process, if they have a relationship with each other, directly or through common third

parties, which puts them in a position to have access to information about or influence on the

proposal of another Tenderer.

Alternatively, the bidder must disclose ALL such information in its response submission

containing sufficient disclosure regarding any interests that may result in an actual or potential

conflict of interest. Where any potential or actual conflict of interest arises after the submission

of the proposal or during the term of the potential mandate, the Tenderer shall be obliged to

immediately notify Eskom thereof in writing. Note that Eskom reserves the right to disqualify a

Tenderer or terminate the services as service provider if there is, in the opinion of Eskom, any

actual or perceived conflict of interest.

6. Costs of tendering

The Tenderer shall bear all costs related to the preparation and submission of their RFP

responses. Eskom shall in no way be responsible or liable for any of these costs regardless of

the conduct or outcome of the procurement process.

7. Partnerships

Provisions of the Preferential Procurement Policy Framework Act (PPPFA) of 2011 and its

regulations will apply in terms of awarding points. Tenderers are required to submit original

and valid B-BBEE Status Level Verification Certificates or certified copies thereof together with

their responses, to substantiate their B-BBEE rating claims. Tenderers who do not submit their

B-BBEE status level verification certificates or are non-compliant contributors to B-BBEE will

not qualify for preference points for B-BBEE.

To assist Eskom with its transformation and B-BBEE objectives, it is proposed that the

Tenderer enhance their team with their choice of B-BBEE financial advisory firms.

8. Scope of requirement

Eskom seeks to appoint a suitably qualified legal firm to provide end-to-end legal advisory

services in relation to the establishment and registration of a new Domestic Medium Term

Note ("DMTN") Programme that will operate alongside Eskom's existing DMTN Programme.

The appointed legal counsel shall be required to:

• Advise on the legal structure, framework and establishment of the new DMTN

Programme, taking into account the continued existence of Eskom's current DMTN

Programme.

• Advise on the requirements of the JSE Debt and Specialist Securities Listings

Requirements and any other applicable legal and regulatory requirements relevant to

the establishment of the new programme.

• Draft, negotiate and finalise all legal documentation required for the establishment

and registration of the new DMTN Programme, including the Programme

Memorandum, Applicable Pricing Supplement templates and any ancillary

programme documents.

• Ensure that the new programme documentation appropriately distinguishes the new

programme from Eskom's existing DMTN Programme and addresses any matters

required to avoid ambiguity between the two programmes.

• Advise on all issuer disclosures, responsibility statements, corporate approvals,

resolutions, certificates and supporting documentation required in connection with the

new programme.

• Liaise and coordinate with Eskom, the appointed Debt Sponsor and other relevant

stakeholders to ensure the successful establishment and registration of the new

programme.

• Prepare and review all documentation required for submission to the JSE and provide

support throughout the JSE review and approval process, including the resolution of

comments and queries.

• Provide legal opinions, memoranda and advice regarding the establishment,

implementation and operation of the new programme and its interaction with the

existing DMTN Programme.

• Ensure that the final documentation provides Eskom with a flexible and efficient

platform for future debt issuances while preserving the continued operation of the

existing DMTN Programme.

For the avoidance of doubt, the scope of this appointment relates to the establishment and

registration of a new DMTN Programme only. The successful bidder will not be required to

amend, restate or update Eskom's existing DMTN Programme, except to the extent

necessary to consider and advise on the coexistence of the new programme with the existing

programme and any related regulatory, disclosure or operational considerations.

9. Mandatory response requirements

The RFP response should cover all the criteria stipulated in the attached Annexure A and

must be a maximum of 10 pages. The Tenderer must submit the following:

• one (1) soft (electronic) copy of the original response,
• signed integrity declaration form,
• Company profile and relevant experience,
• Company registration documents,
• Evidence of registration with applicable recognised professional body,
• Original or certified copy of B-BBEE verification certificate,
• Original or certified copy of Tax clearance certificate,
• Audited Financial Statements of the tenderer for the previous 18 months, or to the

extent that such statements are not available, for the last year,

• CSD number,
• Pricing must be inclusive of VAT.

Failure to submit the original response, copies of the tender and integrity declaration form will

disqualify your submission. Failure to submit B-BBEE verification certificates will not result in

disqualification but will impact the scoring.

demonstrating their understanding of the scope, key deliverables,

stakeholder engagement approach, project governance

arrangements, proposed timelines, JSE approval process and

Approach to the 35% existing DMTN Programme remains in place.

must be a maximum of 10 pages. The Tenderer must submit the following:

• one (1) soft (electronic) copy of the original response,
• signed integrity declaration form,
• Company profile and relevant experience,
• Company registration documents,
• Evidence of registration with applicable recognised professional body,
• Original or certified copy of B-BBEE verification certificate,
• Original or certified copy of Tax clearance certificate,
• Audited Financial Statements of the tenderer for the previous 18 months, or to the

extent that such statements are not available, for the last year,

• CSD number,
• Pricing must be inclusive of VAT.

Experience in DMTN should include the nature of the mandate, client (where disclosure

Programmes and Debt 35% is permitted), transaction/programme size and date of completion.

team members, including qualifications, professional registrations,

years of relevant experience, role on the assignment and

experience on comparable DMTN and debt capital markets

transactions.

Minimum functionality/qualifying score: 70%

CSD number,

Bidders must provide CVs of the proposed lead partner and key

team members, including qualifications, professional registrations,

B-BBEE Details: NEW DOMESTIC MEDIUM TERM NOTE (DMTN)

Programme

Please take note that this is a confidential request and all information, including this request

for proposal (“RFP”), should be treated as such. You are therefore prohibited from discussing

or divulging the existence or contents of this RFP or any other information relating to this RFP

to any third party without our prior written consent.

Finance Division

Megawatt Park, Maxwell Drive

PO Box 1091, Johannesburg, 2000 SA

Tel +27 11 800 4647 Fax +27 086 663 2288 www.eskom.com

Eskom Holdings SOC Ltd Reg No 2002/015527/30

1. Definitions

"B-BBEE Act" the Broad-Based Black Economic

Empowerment Act No.

"Eskom" Eskom Holdings SOC Ltd, registration

number 2002/015527/30, as incorporated

pursuant to the Eskom Conversion Act No.

"PFMA" the Public Finance Management Act No.

"Preferential Procurement Policy the Preferential Procurement Policy

Framework Act" or "PPPFA" Framework Act No.

"RFP Response" any reply submitted by a Tenderer in

response to the requirements of this

invitation

" Submission Date" the date identified as the RFP Response

Submission Date

"Tenderer" Any corporate service provider or

consortium that submits responses to this

RFP as per procurement procedures

2. Background

Eskom Holdings SOC Ltd ("Eskom") maintains an existing Domestic Medium Term Note

("DMTN") Programme under which debt securities may continue to be issued. Eskom intends

to establish and register a new DMTN Programme to support its future funding requirements

and provide additional flexibility in accessing the domestic debt capital markets.

The establishment of the new DMTN Programme is not intended to replace, amend or

terminate the existing DMTN Programme, which will remain in place in accorda