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PUBLIC 1 PUBLIC DOCUMENT OF THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Approved by the Board of Directors on 21 July 2021 1 UKRAINE GRCF2 W2 KYIV DISTRICT HEATING PROJECT [Redacted in line with the EBRD’s Access to Information Policy] [Information considered confidential has been removed from this document in accordance with the EBRD’s Access to Information Policy (AIP). Such removed information is considered confidential because it falls under one of the provisions of Section III, paragraph 2 of the AIP] 1 As per section 1.4.8 of EBRD’s Directive on Access to Information (2019), the Bank shall disclose Board reports for State Sector Projects within 30 calendar days of approval of the relevant Project by the Board of Directors. Confidential information has been removed from the Board report.
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Page 1: UKRAINE GRCF2 W2 KYIV DISTRICT HEATING PROJECT

PUBLIC

1 PUBLIC

DOCUMENT OF THE EUROPEAN BANK

FOR RECONSTRUCTION AND DEVELOPMENT

Approved by the Board of Directors on 21 July 20211

UKRAINE

GRCF2 W2 KYIV DISTRICT HEATING PROJECT

[Redacted in line with the EBRD’s Access to Information Policy]

[Information considered confidential has been removed from this document in

accordance with the EBRD’s Access to Information Policy (AIP). Such removed

information is considered confidential because it falls under one of the provisions

of Section III, paragraph 2 of the AIP]

1 As per section 1.4.8 of EBRD’s Directive on Access to Information (2019), the Bank shall disclose Board

reports for State Sector Projects within 30 calendar days of approval of the relevant Project by the Board of

Directors. Confidential information has been removed from the Board report.

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TABLE OF CONTENTS

Page

TABLE OF CONTENTS ............................................................................................ 2

ABBREVIATIONS / CURRENCY CONVERSIONS ............................................. 3 PRESIDENT’S RECOMMENDATION ................................................................... 4 BOARD DECISION SHEET ...................................................................................... 5 ADDITIONAL SUMMARY TERMS FACTSHEET .............................................. 6 1. Strategic Fit and Key Issues .............................................................................. 7

1.1 STRATEGIC CONTEXT ................................................................................ 8 1.2 TRANSITION IMPACT ................................................................................ 11 1.3 ADDITIONALITY ........................................................................................ 12 1.4 SOUND BANKING - KEY RISKS ................................................................. 13

2. Measuring / Monitoring Success ..................................................................... 15

3. KEY PARTIES ................................................................................................. 17 3.1 GUARANTOR ............................................................................................. 17

3.2 BORROWER ............................................................................................... 18 4. Market context.................................................................................................. 18 5. Financial / Economic Analysis ........................................................................ 19

5.1 FINANCIAL PROJECTIONS ........................................................................ 19

5.2 SENSITIVITY ANALYSIS ............................................................................ 19 5.3 PROJECTED PROFITABILITY FOR THE BANK ........................................... 19

6. Other Key Considerations ............................................................................... 19 6.1 ENVIRONMENT .......................................................................................... 19 6.2 INTEGRITY ................................................................................................ 20

6.3 ECONOMIC ANALYSIS ............................................................................... 20 6.4 AFFORDABILITY ....................................................................................... 20

ANNEXES TO OPERATION REPORT................................................................. 21 ANNEX I – SHAREHOLDING AND ORGANISATIONAL STRUCTURE ...... 22

ANNEX II - INVESTMENT PROGRAMME ........................................................ 23 ANNEX III – PROJECT IMPLEMENTATION AND PROCUREMENT PLAN31 ANNEX IV - IMPLEMENTATION PROGRESS OF GREEN CITIES FRAMEWORK

33

ANNEX V - HISTORICAL FINANCIAL STATEMENTS .................................. 34 ANNEX VI - DISTRICT HEATING AND ELECTRICITY MARKET ANALYSIS 35 ANNEX VII – ECONOMIC ASSESSMENT .......................................................... 41

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ABBREVIATIONS / CURRENCY CONVERSIONS

BAT Best Available Techniques

CDP Corporate Development Programme

CHS Central Heating Substation

CHP Combined Heat and Power Plant

City City of Kyiv

Company Communal Enterprise “Kyivteploenergo”

Consultant Ramboll, the feasibility study consulting company

DH District Heating

DSCR Debt Service Coverage Ratio

ELVs Emission Limit Values

ESAP Environmental and Social Action Plan

ESDD Environmental and Social Due Diligence

EUR Euro

Gcal Giga calorie – unit of heat

GCAP Green City Action Plan

GDP Gross Domestic Product

GHG Green House Gases

IFI International Financial Institutions

IFRS International Financial Reporting Standards

IHS Individual Heating Substation

IRR Internal Rate of Return

MW megawatt – unit of power

MWh megawatt hour – unit of energy

Nm3 cubic metre – unit of volume for natural gas

OHS Occupational Health and Safety

O&M Operations and Maintenance

PIP Priority Investment Programme

PIU Project Implementation Unit

PP&R Procurement Policies and Rules

PR Performance Requirements

PSC Public Service Contract

Regulator National Energy and Communal Services Regulatory Commission

SCADA Dispatch and monitoring system

SIDA Swedish International Development Cooperation Agency

TC Technical Cooperation

UAH Ukrainian Hryvnia

CURRENCY CONVERSION

(as of June 2, 2021 based on the National Bank data)

EUR 1 = UAH 33.5

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PRESIDENT’S RECOMMENDATION

This recommendation and the attached Report concerning an operation in favour of Communal

Enterprise “Kyivteploenergo” (the “Company”), a communal enterprise incorporated in

Ukraine, are submitted for consideration by the Board of Directors. The Company is wholly

owned by the City of Kyiv (the “City”).

The facility will consist of a loan to the Company in the amount of up to EUR 140 million

consisting of two tranches: i) the first tranche of up to EUR 70 million, will be committed at

signing (“Tranche 1”) and ii) the second tranche of up to EUR 70 million, will be committed

at the Bank’s discretion upon satisfactory progress with tendering and implementation

(“Tranche 2”). The investment will be guaranteed by the City.

The operation will enable the Company to rehabilitate and modernise the district heating

infrastructure in the City, decrease operating costs, reduce CO2 emissions and make the district

heating system more energy efficient. The operation is a ‘trigger’ project under the Green Cities

Framework 2 (“GrCF2”) Window 2 approved by the Board on 31 October 2018 and extended

on 28 October 2020. As part of the project, the City has undertaken development of a Green

City Action Plan (“GCAP”) with support from the TC–funded consultants. The project is 100%

GET eligible.

Through the GCAP and subsequent policy dialogue, the Bank will work closely with the City

of Kyiv to support its efforts to decarbonise its district heating sector. Given the size of the

sector, policy dialogue will have a staged approach, commencing with the adoption and

implementation of a 2030 District Heating Strategy, followed by the development and adoption

of a long-term decarbonisation plan and its subsequent implementation subject to affordability

and availability of financing. Both measures will be covenanted in the legal documentation.

Pre-signing Technical Cooperation (“TC”) support for this operation has been provided by the

Government of Sweden through SIDA-EBRD Ukraine Energy Efficiency and Environment

Cooperation Fund (“Sida”) to finance the feasibility study and GCAP preparation in addition

to a separate technical design preparation and financial audit prepared by USAID. Post-signing

TC support for project implementation for the Company is proposed [REDACTED]. Further

support will be provided by USAID in supporting the Company with corporate governance and

developing a decarbonisation pathway.

I am satisfied that the operation is consistent with the Bank’s Country Strategy for Ukraine, the

Municipal and Environmental Infrastructure Sector Strategy 2019 - 2024 and the Agreement

Establishing the Bank.

I recommend that the Board approve the proposed loan substantially on the terms of the attached

Report.

Odile Renaud-Basso

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BOARD DECISION SHEET

UKRAINE – GrCF2 W2 Kyiv District Heating- DTM 50839

Framework: REGIONAL – Green Cities 2 – Window 2 - DTM 50674

Transaction

/ Board

Decision

Board approval2 is sought for a senior loan of up to EUR 140 million in favour of Communal

Enterprise “Kyivteploenergo” (the “Company”), tranched into EUR 70 million committed

(Tranche I) and EUR 70 million uncommitted (Tranche II) financing. It is proposed that the

approval to commit Tranche II is delegated to Management. The Project is a “trigger” investment under the Green Cities Framework 2 in Kyiv.

Client Communal Enterprise “Kyivteploenergo”, a municipal district heating utility wholly owned by

the City of Kyiv (“City”).

Main

Elements of

the

Proposal

Transition impact: Green through (i) significantly contributing to climate change mitigation by

reduction of GHG emission (193,150 tonnes of CO2 per annum), (ii) introducing real-time heat

supply monitoring and dispatching system, which should also improve quality and reliability of

DH and hot water services for 2.7 million residents, and (iii) contributing to pollution prevention

and improved air quality [REDACTED]. The operation will also support the development and

implementation of a comprehensive Green City Action Plan (“GCAP”) that will require the City

to measure, identify, benchmark and prioritise environmental challenges and identify mitigation

actions and investments. Such a plan will set a vision and benchmarks for the City’s sustainable

development and will help the City and key stakeholders to prioritise and make informed

decisions regarding investment and reforms aimed at addressing identified challenges. The

GCAP will include measures that support decarbonisation of the energy sector including demand

side management and energy efficiency solutions.

Well-governed through promotion of good governance through the introduction of a public

service contract (“PSC”), which will support the client in the improvement of financial and

operational performance, commercialisation of operations, cost recovery tariff settings, quality

of management and institutional capacity building, including in the area of asset management.

The corporate development of KTE is also supported by a large-scale independent project

financed by USAID, which should provide further synergies along with the PSC.

Additionality: Financing Structure. The market for long-term municipal borrowing for

municipal infrastructure projects in Ukraine is very limited; local bond and loan markets offer

short maturities, other IFI facilities require sovereign backing.

Standard setting: Helping projects and clients achieve higher standards. The Project will be

the “trigger project” for the City under GrCF2, through which the Bank will support Kyiv in

developing its GCAP. The GCAP will help the City identify and prioritise the environmental

challenges to be addressed through long-term development goals. Moreover, the Project will

include further policy dialogue and will covenant a low carbon pathway for district heating. In

addition, the Project envisions additional gender-sensitive benchmarks, which will be monitored

throughout the project’s life cycle.

Knowledge, innovation and capacity-building. EBRD provides support to strengthen capacity

of the client with respect to procurement, implementation, corporate development.

Sound banking: The Project is designed to improve the creditworthiness of the Company. The

financial structure benefits from a full municipal guarantee by a financially strong guarantor with

strong operating performance and local economy base, moderate direct & guaranteed debt.

Key Risks - Credit risk of the Company and the City. [REDACTED]

- FX and interest rate risks. The financial forecasts demonstrate resilience [REDACTED].

- Implementation/ Operating risk. The risk will be mitigated through the appointment of

international procurement and implementation consultants

Strategic Fit

Summary

Country Strategy for Ukraine underlines promoting privatisation and commercialisation in the

public sector to increase competitiveness and foster good governance. Municipal and

Environmental Infrastructure Sector Strategy 2019 - 2024 lists as strategic priority scaling up

high GET-impact investments in district energy sector.

2 Article 27 of the AEB provides the basis for this decision.

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ADDITIONAL SUMMARY TERMS FACTSHEET

EBRD

Transaction

A senior loan of up to EUR 70 million committed (Tranche I) and EUR 70 million

uncommitted (Tranche II) financing to Communal Enterprise “Kyivteploenergo” (the

“Company” or “KTE”), a municipal company wholly-owned by the City, to finance

critical investments into district heating (“DH”) infrastructure in the capital of Ukraine.

The loan will be secured by full municipal guarantee from the City of Kyiv (the “City”).

Existing Exposure Company: none

Guarantor: EUR 52.6 million [REDACTED].

Maturity / Exit /

Repayment

A 13-year maturity [REDACTED].

Potential AMI

eligible financing

n/a

Use of Proceeds The proceeds of the loan and local contribution will be used to finance the priority

investments aimed at significantly improving the energy efficiency, reducing energy

losses, gas and electricity consumption and improving the quality of district heating

services in the City, and the implementation support consultancy services.

[REDACTED]

Investment Plan [REDACTED]

Financing Plan [REDACTED]

Key Parties

Involved

The Company as the borrower and operator;

The City as the Guarantor of the Loan.

Conditions to

subscription /

disbursement

[REDACTED] Procurement contracts procured in the manner satisfactory to the

Bank in line with the EBRD Procurement Policies and Rules (the “PP&R”).

Key Covenants [REDACTED]

Security /

Guarantees

Guarantee by the City.

Other material

agreements

Guarantee Agreement

Associated Donor

Funded TC and

co-investment

grants/concessiona

l finance

A. Technical Cooperation (TC)

Pre-signing:

TC 1: Feasibility Study . The cost of this TC assignment is EUR 450,000, financed

under Sida-financed Ukraine District Heating Project Preparation Framework.

TC 2: Green City Action Plan. The TC supports the development and

implementation of Green City Action Plan for the City of Kyiv. The cost of this TC

assignment is EUR 300,000, financed by Sida.

Post-signing:

TC3: Project Implementation Support. The TC will support the PIU with

preparing procurement documentation, carrying out the tender and contract

implementation. The estimated total cost of this assignment is up to EUR 7,200,000,

of which an estimated TC co-financing of up to EUR 400,000 is required

[REDACTED].

Cost sharing:

The Client will provide parallel contribution to the Project by co-financing the Project

Implementation Support assignment (TC3) in the amount of up to EUR 6.8 million from

the EBRD loan proceeds.

B. Co-investment grants / Concessional Finance (Non-TC) None.

[REDACTED]

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INVESTMENT PROPOSAL SUMMARY

1. STRATEGIC FIT AND KEY ISSUES

Recognising the transformative potential of long-term strategies and plans developed with the

assistance and expertise of the Bank and the need to improve its overall environmental

performance and to address climate change challenges, the City approached the Bank with a

request to join EBRD Green Cities. The proposed Project is a ‘trigger’ investment under the

Green Cities Framework 2 (“GrCF2”) and will enable the Bank to support the City in the

development of a Green City Action Plan (“GCAP”) to identify, prioritise and find ways to

address in a holistic manner its most pressing environmental challenges.

District heating is one of these challenges given historic underinvestment (see Section 1.1) and

the proposed project is the trigger project for Kyiv under Green Cities Framework.3 The

development of Kyiv’s GCAP has already been launched to ensure efficient use of time. The

GCAP will support identification of measures that support decarbonisation of the heating sector

in Kyiv, including demand side management solutions and introduction of renewable energy

heat sources such as heat pumps which will gradually decrease and cease the reliance on fossil

fuels in the system. In addition to the DH sector, the GCAP will focus on identifying investment

project opportunities in the following priority green infrastructure development areas: water

and wastewater, urban transport and sustainable urban mobility, public building energy

efficiency, solid waste, renewable energy, climate resilience, afforestation of abandoned green

areas, etc.

To deepen the City’s climate mitigation ambitions, the Bank will covenant in the financing

documents (i) the development, adoption and implementation of a DH Sector Strategy for the

City until 2030, which includes an additional 15% reduction of GHG emissions through energy

efficiency measures, DH network upgrades and introduction of the low-carbon heat generation

facilities; and (ii) the development and adoption of a Long-Term Decarbonisation Plan for DH

Sector of the City aimed at reaching full carbon neutrality of the DH services by 2060 and its

subsequent implementation subject to affordability and availability of financing. The latter will

be developed with USAID support.

Although, given sub-sovereign nature of the projects, the covenants referenced above are at the

City and/or Company level, this Project, along with other green Bank investments, underlies

the Bank’s ongoing policy dialogue with the Government with respect to NDC revision (in

close cooperation with the EU Delegation) and undertaking of more ambitious climate agenda.

Ukraine has expressed its commitment to address climate change and contribute to the Paris

Agreement through its draft second Nationally Determined Contribution (“NDC”). Ukraine

published the draft NDC update in April 2021, which increases its economy-wide target to

reduce GHG emissions by at least 65% below the 1990 level by 2030. The NDC is at final stage

of approval by the Government and is expected to be legally adopted by August 2021. One of

the priority areas of focus to achieve the new targets is the modernisation and efficiency increase

of district heating systems (with a priority focus on increasing heat supply from renewable

energy sources, energy efficiency improvements in networks and high-efficiency cogeneration

deployment). Recognising that heating is a hard to abate sector, energy efficiency measures

play the prominent role in how Ukraine will achieve its NDC target. While NDCs are typically

not granular to the level of individual installations, the Project is considered fully in line with

3 The Project is eligible under EBRD Green Cities due to its significant GHG savings (26% for the main

component).

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this objective because (a) the district heating network of Kyiv is by far the largest in the entire

country and (b) the proceeds are to be used specifically for energy efficiency and high efficiency

cogeneration upgrades.

1.1 STRATEGIC CONTEXT

District Heating (“DH”) is the most common form of heating for urban homes and businesses

in Ukraine. Around half the population of Ukraine uses DH services, and the DH market size

is estimated to be circa EUR 1.5 billion per annum. For more than 30 years, the DH sector has

suffered from [REDACTED] underinvestment, which led to the accumulation of technical,

financial and institutional problems. According to the National Regulator, 40% of the boilers

in operation require urgent replacement or modernisation. The majority of DH networks use

out of date pipeline technology with poor insulation; they have been in operation for more than

25 years, and leakages appear on a daily basis. The DH systems are supply-driven, where boiler

operators determine heat generation levels manually rather than follow actual customer

demand. Heat distribution is unbalanced, and the levels of DH system monitoring and metering

are not appropriate.

The combined energy losses in the worn-out and technologically obsolete DH systems can

reach a staggering 40-50% from generation to customers’ homes. Moreover, in contrast to DH

systems in Western Europe, the majority of DH systems in Ukraine are comprised of multiple

smaller, hydraulically separate networks with their own heat source. These systems require

greater interconnection and new operating modes to allow the use of multiple heat sources, also

known as “pooled operation”.

Multiple political disputes on the affordability of DH tariffs have resulted in below cost-

recovery tariffs, cross-subsidisation amid various categories of customers and growing payables

for fuel. In addition to the deteriorating asset base and poor liquidity, DH utilities experienced

decreasing demand caused by disconnections of unsatisfied customers. A number of towns and

even a couple of mid-sized cities in Ukraine were forced to abandon their DH systems due to

the degree of deterioration and the level of disconnections. In the absence of DH, most residents

switched to inexpensive individual fossil fuel based heating solutions, which are extremely

challenging to decarbonize and monitor. Natural gas remains the dominant fuel for the DH

sector in Ukraine, and DH utilities including combined heat and power plants (“CHPs”)

account for more than 25% of the Ukraine’s total natural gas consumption.

Recognising the social and economic importance of DH infrastructure for Ukraine, and the

immense potential of this “future proof” technology for decarbonisation of heating, the Bank,

together with other IFIs, has been widely involved in the financing of modernisation of

municipal DH facilities. To date, the portfolio of the Bank in Ukraine includes two completed

DH projects in the cities of Cherkasy and Ivano-Frankivsk, and five on-going DH projects in

the cities of Chernivtsi, Lutsk, Lviv, Ternopil, and Zhytomyr. The implementation of these

projects has resulted in significant reduction of natural gas, water and electricity consumption,

decreased CO2 and NOx emissions and the improved quality of DH services.

The Kyiv DH system is the third largest in Europe and one of the largest in the world. The total

length of the network is 2,721 km in two-pipe dimension. It supplies circa 12.7 TWh of heat to

almost 2.7 million residents as well as numerous commercial and public sector clients. Circa

46% of heat in the City is generated by the two largest CHPs in Ukraine (CHP No. 5 and 6),

which are also vitally important for the country’s electric grid stability due to their location,

grid connections and combined capacity of 1,200 MWe. With the exception of the waste

incineration plant “Energiya” and some small biomass plants, heat generation in Kyiv is almost

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entirely fossil fuel based.

KyivTeploEnergo (“KTE” or the “Company”), a 100% municipal utility that operates the Kyiv

DH system, burns over 2.3 billion Nm3 of natural gas per annum, i.e. more than 7.5% of

Ukraine’s total natural gas consumption or circa 30% of natural gas consumed by all DH

companies and CHPs in Ukraine. Both the CHPs and the majority of boiler houses were built

or reconstructed in the 1970-80s. They are inefficient, approaching the end of their operational

life and require modernisation or replacement to ensure sustainability of DH services.

The feasibility study consultant, together with the Company and the City, have developed

strategic and priority investment programmes for the Company. Their objectives are to increase

overall energy efficiency, reduce natural gas, electricity and water consumption per MWh unit

of heat supplied to a customer, decrease operating and maintenance costs, create favourable

conditions for the introduction of demand side measures and ensure integration of renewable

or waste heat based energy sources into the Kyiv DH system. The Priority Investment

Programme (“PIP”), which is to be co-financed from the Bank’s loan proceeds, focuses on

(i) critical modernisation of the Company’s CHPs, (ii) reconstruction of several boiler houses

and associated network interconnection, which will allow the closure of a number of small,

inefficient boiler houses, (iii) installation of a modern monitoring and dispatching system, and

(iv) replacement of selected DH networks and further interconnections. The modernisation of

the CHPs will include the installation of a new flue-gas heat recovery unit at CHP-5, and the

installation of new gas-fired cogeneration units with a large thermal storage at CHP-6. The

latter should eventually replace one of the two obsolete energy blocks, which currently operates

in the summer months to provide electricity to the local grid in extremely inefficient conditions.

The modernisation of the CHPs will not only improve efficiency and reliability of heat

generation, it will also contribute to the improvement of the stability and sustainability of the

electricity grid of Kyiv. This is especially important when the share of green energy in the

country’s generation mix is growing (almost 100% increase in 2020 versus 2019), and there is

a need for highly efficient balancing generating capacities to support greater integration of

intermittent renewable power technologies. Such balancing capacities are prerequisites for

synchronisation of the Ukrainian power grid with the European Network of Transmission

System Operator – Electricity (“ENTSO-E”).

There is also a particular grid balancing need at the City level. The districts connected to the

CHP-6 substation require circa 40-80 MWe of peaking power during non-heating season. The

combination of thermal storage and highly responsive cogeneration units will allow for

electricity demand-led operation of the CHP during times of low heat demand, and ensures that

all produced heat can be efficiently utilised in the DH network. The modernisation of CHP-6 is

also imperative to ensure the DH system has sufficient capacity to connect the rapidly growing

number of new multi-story residential buildings in the northeast of the City. High growth is

expected in area served by CHP-6 due to the planned commissioning of a new bridge and a new

metro line. [REDACTED] The new cogeneration equipment will be compliant with “Best

Available Techniques” (“BAT”) requirements ensuring that NOx and CO emissions will be

significantly lower than the existing units and compliant with the EU Industrial Emissions

Directive (Directive 2010/75). CO2 emissions intensity from the new equipment will be below

240 gCO2/kWh of electricity or heat produced. The facility will also be ready to run on a

hydrogen-natural gas mix or even pure hydrogen in the future, depending on the availability of

appropriate hydrogen supply infrastructure and with appropriate plant modifications.

The economic assessment incorporating shadow carbon prices identified that the proposed

investment delivers the highest economic benefits out of the options assessed, including both

the base case (do-nothing scenario) and two low carbon alternatives (biomass-fired CHPs of

different configurations). However, biomass generation at this scale requires vast quantities of

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biomass. There are serious logistical and environmental constraints in sustainable supplies of

biomass in Kyiv and the surrounding region. A detailed carbon lock-in risk assessment shows

that the PIP implementation has a low risk of carbon lock-in across the assessed technical,

economic and institutional factors. The Project is unlikely to lock out low carbon fuel sources,

such as hydrogen and biogas, should these become economically viable, and/or implementation

of low carbon technologies, including those based on biomass, in the future. Furthermore, the

gas-fired CHP-6 can transition to a peaking or even a backup role as greener baseload heat and

generation sources are introduced. The Project will operate in a market that does not exclude

entry of third party heat producers and suppliers; there are no commercial arrangements related

to the Project that would oblige KTE to utilise the cogeneration facility in full or partial capacity

when lower carbon options become economically feasible. The wider institutional factors of

alignment with the NDC and commitments of KTE and the City of Kyiv to develop and adopt

low carbon strategies, which are covenanted, are also relevant.

Two alternative heat technologies (biomass-fired boilers and heat pumps based on Kyiv

wastewater treatment plant) have been determined to have the greatest potential for introduction

in Kyiv in the next decade based on the strategic investment programme developed by the

Feasibility Study Consultant. A few medium-sized biomass boiler plants can be installed in less

dense and heavily trafficked areas on the outskirts of Kyiv. The proposed heat pump plant

would be located at the Bortnychi wastewater treatment plant near the southern border of the

City. The heating networks in the area surrounding the plant are hydraulically separate from the

heating areas serviced by the CHPs (effectively, they are operated as a separate DH network).

The wastewater treatment plant is currently undergoing a major reconstruction using

concessional financing provided by the government of Japan.

Both of these options are included in the strategic investment programme developed by the

Feasibility Study Consultant and the City’s DH Sector Strategy to 2030. The proposed

renewable solutions will require further feasibility work and capacity building; however,

Ukraine has an industrial base with experience of constructing and operating biomass plants.

Challenges include the need to develop sustainable biomass supply chains and the need to

demonstrate large scale heat pump operation in Ukraine (at present, there are no large-scale

heat pumps operating in Ukraine in either DH or industrial applications) Heat pumps are

electrically driven and improvements to Kyiv’s electricity supply will further support their

deployment. The planned investments in modern control and monitoring systems and additional

DH network interconnections should also improve the network’s ability to integrate renewable

or waste heat based sources.

At the same time, installation of a new monitoring and dispatching system, also known as

SCADA, which is included in the PIP, should optimise heat generation based on actual demand

and ensure quick detection of any heat carrier leakages or equipment malfunctions. The

COVID-19 crisis reemphasised the need for automated monitoring and control and

strengthened the dedication of the City authorities to implement the developed PIP including

SCADA. This is confirmed by the approval of the proposed PIP by two commissions of the

City Council and the approval of the PIP and the municipal guarantee by the City Council on

22 April 2021. The City of Kyiv has been implementing several programmes aimed at replacing

DH pipelines and introducing energy efficiency and demand-side management measures in

residential and public buildings, which include installation of Individual Heat Substations

(“IHS”). In particular, during the last two years following the transfer of the DH system assets

from the oligarch-owned Kyivenergo back to the City, more than 55 km of DH pipelines were

replaced and more than 100 new IHS were installed. At the same time, the City committed

itself to provide Project co-financing in the amount of EUR 26.1 million.

The Project is consistent with the Bank’s Strategy for Ukraine and Municipal and

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Environmental Infrastructure Sector Strategy 2019-2024, focusing on promotion of energy and

resource efficiencies and climate change mitigation, as well as improving corporate

governance, operational performance and financial results of municipal enterprises. The Project

also contributes to a host of United Nations Sustainable Development Goals (“SDGs”), namely:

SDG 3: Good Health and Well-Being, SDG 7: Affordable and Clean Energy, SDG 9: Industry,

Innovation and Infrastructure, SDG 11: Sustainable Cities and Communities, and SDG 17:

Partnerships for the SDGs.

The Project is also consistent with the Green Economy Transition (“GET”) Approach 2021-25

as it is consistent with the MDBs positive list for climate mitigation (“Brownfield energy-

efficiency improvement in energy production to supply electricity, heat, mechanical energy or

cooling”). The annual emission reduction was assessed at the level of 193,150 tonnes of CO2

equivalent [REDACTED] per year.

1.2 TRANSITION IMPACT

The GrCF2 represents a strategic and multi-project approach seeking to help identify and

address environmental challenges in cities in our countries of operation. The primary goal is to

achieve significant environmental improvements and to promote the Green transition quality

within the relevant cities. In addition to the environmental objective, the GrCF2 also promotes

sustainable cities through inclusive, resilient, well-governed and smart urban development.

Depending on which area can generate the strongest and most relevant transition impact, either

Well-governed, Inclusive, Resilient or Competitive will be pursued and presented as the

secondary transition quality for each sub-Project under the framework. These transition

objectives are supported by the development and implementation of a city-specific Green City

Action Plan (“GCAP”) aiming to identify environmental challenges, facilitate better

coordination and buy-in among stakeholders and help to prioritise and develop the best ways to

address the environmental challenges through targeted investments, services and policy

instruments.

This Project will contribute to achieving Framework objectives through the following TI

qualities:

Green (primary quality) – The Project is fully in line with the GET approach and will

help to promote the Green transition quality by: (i) significantly contributing to climate

change mitigation through essential reduction of GHG emission (193,150 tonnes of CO2

per annum) versus no project scenario, (ii) introducing real-time heat supply monitoring

and dispatching system, which should also improve quality and reliability of DH and

hot water services for 2.7 million residents, and (iii) contributing to pollution prevention

and control affecting air quality (reduction of NOx [REDACTED]) through the reduced

operation of less efficient and more polluting CHPs and installation of continuous gas

analysers at the Company’s CHPs and all the reconstructed boiler houses. Furthermore,

the Project will covenant and support development of a comprehensive GCAP for the

City of Kyiv. The GCAP will require the City to measure, identify, benchmark and

prioritise environmental challenges and identify appropriate mitigation actions and

investments. Such a plan will set a vision and benchmarks for the sustainable

development of the City and help the municipal authority and key stakeholders to

prioritise and make informed decisions regarding investment and reforms aimed at

addressing identified challenges. The GCAP will support identification of measures that

support decarbonisation of the heating system of Kyiv including demand side

management solutions and energy-efficiency measures in buildings. The process itself

of developing the GCAP will also help improve the municipality’s governance of

environmental issues. Finally, the City will develop a Long-term Decarbonisation Plan

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for DH Sector of the City aimed at reaching full carbon neutrality of the DH services by

2060.

Well Governed (secondary quality) – In addition, the Project will promote good

governance through the introduction of a PSC, which will support the Company in the

improvement of financial and operational performance, commercialisation of

operations, cost recovery tariff settings, quality of management and institutional

capacity building, including in the area of asset management. The corporate

development of KTE is also supported by a large-scale independent project financed by

USAID, which should provide synergetic affect along with the PSC.

The Transition Impact (“TI”) objectives and the relevance for this sub-project are detailed in

Section 2. The transition qualities will be monitored at the Framework level aggregating data

on each transition benchmark for all sub-projects.

Delivery Risks: The main risks to transition impact are related to: (i) implementation of the

project (ii) corporate/municipal capacity/willingness to implement the GCAP

recommendations, the District Heating Strategy and long term decarbonisation plan; (iii)

willingness to adopt the PSC and (iv) risks to affordability and implementation of tariff

increases. These risks are mitigated by the following factors: (a) the City’s commitment to

pursuing the green agenda demonstrated during preparation of the Project which is also in line

with the Kyiv City Strategy Until 2025 and the Strategy of Low Carbon Development of

Ukraine until 2050, (b) technical assistance from an experienced international consultant with

specific expertise in the sector and deep knowledge of technologies and environmental policies

covering both procurement process and work supervision; (c) inclusion of appropriate

covenants in loan documentation; (d) the City’s interest in ensuring sustainable operation of the

district heating sector and limited expected effect of tariff increases on affordability as the heat

and hot water costs are expected to remain below 12% threshold of average disposable

household income for the duration of the loan and (e) the EBRD’s continual engagement in

policy dialogue and sponsoring of Green Cities events to facilitate knowledge sharing.

1.3 ADDITIONALITY

Identified triggers Description

No triggers identified n/a

Additionality sources Description of additionality sources

Financing Structure

EBRD offers financing that is not available in the

market from commercial sources on reasonable

terms and conditions, such as longer tenors and

longer grace periods, etc. Such financing is

necessary to structure the project.

The Bank is able to offer long-term loans with long

grace periods without any pledge of company’s assets.

Such financing is not widely available on the market,

where commercial banks are asking for mortgages

over the assets financed and offer loans with less than

5-year tenors.

Knowledge, innovation and capacity building EBRD provides expertise, innovation, knowledge

and/or capabilities that are material to the timely

realisation of the project’s objectives, including

support to strengthen the capacity of the client.

Although the City has implemented projects with

EBRD, KTE lacks expertise in implementing projects

under IFI procurement policies and rules. The Bank is

providing technical assistance for the tendering

process, which will be carried out in line with best

international standards and contribute to enhanced

technical and implementation capacities of KTE, and

is offering loan financing for technical supervision of

contracts. The Bank is highly additional due to its

district heating and energy sector expertise and long-

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lasting policy dialogue in the renewable energy area.

The Bank will also ensure the application of the best

international technical, environmental and social, and

procurement standards.

Standard setting: Helping projects and clients

achieve higher standards Client seeks EBRD expertise on higher

environmental standards, above ‘business as usual’

(e.g. adoption of emissions standards, climate-

related ISO standards etc.) including, inter alia,

gender-sensitive benchmarks.

The Project will be the “trigger project” for the City

under GrCF2, through which the Bank will support

Kyiv in developing its GCAP. The GCAP will help the

City identify and prioritise the environmental

challenges to be addressed through long-term

development goals. In addition, the Project envisages

the use of external consultants who will support KTE

through preparation of tender documents and work

supervision in accordance with the best world

practices. The Project will also support the City in

developing a decarbonisation pathway for its district

heating sector by covenanting the 2030 District

Heating Strategy and long term decarbonisation play.

In addition, the project envisions additional gender-

sensitive benchmarks, which will be monitored

throughout the project’s life cycle.

1.4 SOUND BANKING - KEY RISKS

The City of Kyiv (the Guarantor) is the wealthiest Ukrainian municipality with the most

diversified local economy. It has an acceptable credit rating from Fitch (‘B’) and Moody’s

(‘B3’) given moderate direct debt to be fully repaid in 2021-22, limited guaranteed debt levels

(long-term solely with IFIs) and good operating performance.

Risks Probability

/ Effect

Comments

Risks of the Borrower

Tariff risk Medium/

High

Given that it operates two large CHP plants, the Company sells both heat and

electricity. Cogeneration of heat and electricity at two large CHPs provides

additional cost savings, and the new highly manoeuvrable cogeneration units

[REDACTED] will significantly improve the Company’s operational efficiency.

The tariffs for generation of heat at the CHPs operated by KTE are set by the National

Regulator, while the tariffs for DH and hot water services are set by the City, which

is committed for their regular review. This obligation will be further secured in the

PSC. The Law of Ukraine No. 1060-IX regarding new regulation of communal

services, which became effective in May 2021, simplified conclusion of public

agreements on connection to DH systems as well as tariff adjustments for residential

customers, which had been frozen due to various regulatory contradictions. KTE

also started negotiating a fixed price gas supply contract with the dedicated Naftogas

subsidiary following the cancellation of the PSO mechanism from 20 May 2021. The

Company sells electricity in the open market. Hence, the tariff risk for electricity

revenues is low

Financial

risk

Medium/

High The Company is sustainable on an operational level. [REDACTED] The PIP and

PSC implementation as well as continuous financial advisory services provided

under a separate project financed by USAID are expected to improve the

Company’s financial and operational efficiency and its overall credit standing.

[REDACTED]

The Loan will be provided on the basis of a municipal guarantee, which covers

all debt service payments. [REDACTED]

The additional risk mitigation will be achieved through the loan tranching

[REDACTED].

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FX and

interest

rate risk

High/

High

The Company’ sensitivity to an increase in interest rates and local currency

devaluation is limited [REDACTED].

The financial model of the City, which guarantees the loan repayment, demonstrates

resilience when stress-tested to assess sensitivity to local currency devaluation and

interest rate fluctuations taking into account the impact of the COVID-19 pandemic.

Implement

ation risk

Medium/

High The Company has experience of implementing large-scale construction and

rehabilitation projects and has established a PIU with working groups

responsible for the selected PIP components.

The Company’s lack of international procurement experience and limited

knowledge in the area of new co-generation technologies will be addressed by

the involvement of an experienced international consulting firm, which will

provide support with procurement and overall project implementation including

full technical supervision of contracts related to the PIP components. The

procurement risk is further mitigated by using proven technological and technical

solutions. All tenders will be carried out in accordance with the Bank’s PP&R.

Risks of the Guarantor/City

Sovereign

risk

Medium/

Medium In June 2020, Moody’s upgraded Ukraine’s long-term foreign currency

sovereign credit rating from ‘Caa1’ with positive outlook to ‘B3’ with stable

outlook. In September 2020, S&P affirmed the rating at ‘B’ and stable outlook,

while Fitch also confirmed the rating at ‘B’ with stable outlook in February

2021.

Ukraine’s economy was already slowing down when it was hit by the pandemic.

GDP is estimated to have shrunk by 4.2% in 2020, with expected growth of 3.0%

in 2021-2022 (Global economic prospects – WB).

Public and publicly guaranteed debt to GDP ratio declined from 81% in 2016 to

50% in 2019. According to Fitch, it increased to 62.8% in 2020 on the back of

an increase of the fiscal deficit (estimated at 5.5% in 2020), output contraction

and currency depreciation. The impact of the Covid-19 shock and poor grain

harvest was generally offset by wage growth, employment support measures,

solid remittances, a positive net trade contribution as well as moderate monetary

and fiscal stimulus.

Ukraine’s official reserve assets reached USD 29.1 billion in January 2021

(record high for the latest 8 years) while import coverage of international assets

reached 4.8 months.

In June 2020, IMF approved 18-month SBA in the amount of USD 5 billion to

help Ukraine address large balance-of-payments and fiscal financing needs

emerging due to the pandemics and to advance a set of key structural reforms.

USD 2.1 billion tranche was immediately disbursed, unlocking additional

support from the World Bank and EU and enabling a successful Eurobond

issuance. Total external financing attracted since June 2020 amounted to nearly

USD 6.0 billion. Continued engagement with the IMF remains crucial for

maintaining access to external funding in light of economic weaknesses,

significant uncertainty and high public debt service obligations.

Economic

volatility

Medium/

Medium The City’s local economy is well diversified and is Ukraine’s most prosperous

region. Kyiv contributes more than 20% of the national GDP and enjoys the

lowest unemployment. Its economy is diversified across manufacturing and

services, and supported by a large number of major national and international

companies.

While the macroeconomic risks may negatively affect the financial performance

of the municipalities through the effect on the local economy, as well as through

Ukraine’s inter-budgetary relations, the risks are mitigated by the (i) moderate

aggregated debt of the City, (ii) strong operating performance, and (iii) growing

share of own tax and non-tax revenues in the City’s total revenues (almost 85%

in 2020).

The City took into account the COVID-19 impact while preparing its budget for

2021, and is able to implement some austerity measures to offset the impact of

a prolonged Covid-19 crisis. In 2020, despite the turbulent year, the City

managed to get the operating margin of 27%.

Financial

management

Medium/

Medium The budget is planned annually. The regulatory framework for multi-year budget

planning is not yet in place in Ukraine. Furthermore, given that decentralisation

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15 PUBLIC

reform is relatively recent, the City does not have enough capacity to project a

mid-term budget, albeit this is its long-term goal.

The risk is mitigated by the conservative financial management as evidenced by

moderate direct debt to be fully repaid in 2021-22 and long-term debt solely with

IFIs. [REDACTED]

Financial

balance

Medium/

Medium The City has demonstrated strong financial performance [REDACTED]

The liquidity position of the City is stable with a cash balance of EUR 134 million

as at year-end of 2020. The City can also tap short-term interest-free Treasury

loans for liquidity support.

FX and

interest rate

risk

High/

High The City’s financial forecasts demonstrate resilience when stress-tested against

negative shocks. [REDACTED]

2. MEASURING / MONITORING SUCCESS

The TI objectives of the GrCF2 and their relevance to the Project are presented in the Table

below. The TI objectives will only be monitored at the framework level, aggregating data on

each transition benchmark for all sub-projects.

Obj

.

No.

FW

Monitoring

Indicator

Corresponding

Sub-Project

Monitoring

Indicator

Details (FW) Details for Specific Sub-

Project

Baseline

(Sub-

Project)

Target

(Sub-

Project)

Due

date

(Sub-

Project

)

Primary quality: Green 1.1 Number of

recommended

policy or strategy

agreed by

relevant

stakeholder(s)

Recommended

policy or

strategy agreed

by relevant

stakeholder(s)

New Green City Action

Plans: 30 new GCAPs

finalised and submitted for

approval by relevant

authorities, and includes

priority actions and a

monitoring strategy in each

participating City. Baseline

target of the GrCF and GrCF2

combined is 20 GCAPs.

Kyiv’s GCAP sent to the

City Council for approval

including an

implementation and

monitoring strategy

[REDA

CTED] [REDA

CTED] [REDA

CTED]

1.2 Performance or

action plan

implemented by

the client

Performance or

action plan

implemented by

the client

Strong follow-on support: 50% of transactions (under

GrCF2 and future extensions)

are follow-on investments

addressing priority

environmental challenges

identified in the GCAPs.

Trigger – the Project is the

City’s first under the

GrCF, and includes a

GCAP that will enable

follow on opportunities.

[REDA

CTED] [REDA

CTED] [REDA

CTED]

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1.3 Performance or

action plan

implemented by

the client

Performance or

action plan

implemented by

the client

Multiple green investments:

Each participating city makes

on average at least 3

investments (with or without

EBRD financing) that address

priority environmental

challenges identified by the

GCAP, where all EBRD

financed projects will meet

the extended Framework’s

eligibility criteria for

investments.

The project will be signed

and implemented and

meets the eligibility

criteria for investments

under GrCF2. The Project

will result in the improved

quality and reliability of

heat and hot water supply

to 2.7 million residents of

the City of Kyiv, the

improved air quality due

to NOx emission reduction

by 345 tonnes per year,

and GHG reduction by

193,150 tCO2 per year

(26.2% for the main

component). The new

manoeuvrable co-

generation facility with

heat storage at CHP-6 will

support integration of

renewable energy sources

into the Kyiv DH system

and Ukraine’s energy grid.

It will also be designed to

reduce equipment

exposure to flooding.

[REDA

CTED] [REDA

CTED] [REDA

CTED]

1.4 Performance or

action plan

implemented by

the client

Performance or

action plan

implemented by

the client

Effective GCAP

implementation:

The Framework achieves at

least 50 per cent of all

verifiable targets, set in the

GCAP, within 5 years after

the respective GCAP

finalisation (including both

investments and well-defined

policy measures).

Trigger – the Project will

support the City to

develop a Green City

Action Plan that sets

verifiable targets.

[REDA

CTED]

[REDA

CTED] [REDA

CTED]

1.5 Improved

environmental

standards

Improved

environmental

standards

Environmental impact:

The Framework achieves

significant environmental

improvements for at least one

priority environmental

challenge, i.e. the promotion

or protection of certain

performance levels (colour

codes) for priority

environmental challenges as

specified in the GCAPs, for

more than 50 per cent of the

Green Cities.

While the Project results

in the improved Kyiv DH

system efficiency with

significant CO2 equivalent

emission reduction, the

relevant environmental

improvements within the

respective cities will not

be monitored at project

level.

[REDA

CTED]

[REDA

CTED] [REDA

CTED]

Secondary quality: Well-governed

2.1 Number of tariff

reforms in target

segment adopted

by authorities

Tariff reform in

target segment

adopted by

authorities

A formal cost recovery tariff

methodology is introduced,

approved and respected by the

authorities.

District heating tariffs to

reach cost recovery level

[REDA

CTED] [REDA

CTED] [REDA

CTED]

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Monitoring Indicators

Indicator Projected Impact Implementation timing

CO2 equivalent reduction per year [REDACTED] [REDACTED]

Annual water savings [REDACTED] [REDACTED]

Total population benefiting from

improved district heating services

[REDACTED] [REDACTED]

3. KEY PARTIES

3.1 GUARANTOR

City of Kyiv is the capital of Ukraine and the seventh largest city in Europe. The City benefits

from Central governmental support and is the wealthiest and most populated Ukrainian

municipality with the most diversified local economy and tax base. Kyiv City’s credit rating

was affirmed at B by Fitch (May 2021), as well as Moody’s at B3 (June 2021) and the City is

currently rated on par with sovereign. The City is an existing client and the Guarantor on two

sub-sovereign loans (OpID 37599 and OpID 50836 - Metro loans), with one fully disbursed

and repaying and the follow on loan (signed in February this year) pending first disbursement.

Kyiv is the capital of Ukraine and the country's economic hub. It has a registered population of

circa 3.0 million, which is around 7.0% of the national population, while the city's gross

regional product (“GRP”) accounts for approximately 20% of national GDP. The city boasts a

diversified economy, with the tertiary sector accounting for approximately 90% of GRP. The

main sectors are trade, financial, telecommunications and other services. The city is the focal

point for domestic and foreign investment and a home for almost all of Ukraine's largest banks.

The City has aging infrastructure assets (including, inter alia, district heating assets) and

considerable investment needs. The proposed project is a priority for the City which has agreed

to advanced procurement to ensure efficient implementation.

The City is governed by the Mayor/Head of City Administration. The City has its own budget

and is financially independent (albeit within the constraints of Ukraine’s inter-budgetary

relations). However, when issuing a municipal guarantee the City requires consent from the

Ministry of Finance of Ukraine and the clearance from the Antimonopoly Committee.

For financial highlights covering the City budget execution for 2019 –2020, as well as budget

for 2021 please refer to Annex V.

2.2 Number of

Public service

contract or Public

Service

Obligation signed

and implemented

Public service

contract or

Public Service

Obligation

signed and

implemented

A new service contract in line

with international practice is

developed and signed (not a

revision to an existing PSC)

and respected by the parties

during the first 2 years of the

contract – and where such

contract is not a norm in the

country.

A performance-based PSC

introduced between the

City and KTE

[REDA

CTED] [REDA

CTED] [REDA

CTED]

Gender Additionality:

3.1 Tailored training programme

developed and implemented

At least 50% of women working in KTE to attend

professional development and advanced training courses in

KTE by the end of 2024

[REDA

CTED] [REDA

CTED] [REDA

CTED]

3.2 Practices of the relevant

stakeholder improved (equal

opportunity practices of KTE)

Company’s Code of Conduct to be updated (by the end of

2022) to ensure policies are in place regulating behaviour

at the workplace and ensuring no gender based

discrimination and/or harassment occurs at the workplace

[REDA

CTED] [REDA

CTED] [REDA

CTED]

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3.2 BORROWER

KTE is a municipal enterprise established by a decision of the Kyiv City Council No. 9/66 of

28 June 2006. In May 2018 KTE became an operator of the DH system of the City of Kyiv,

which was previously operated by private JSC Kyivenrgo on the basis of a management contract

between the City Council of Kyiv and JSC Kyivenergo, which was concluded in 2001.

Although the contract between JSC Kyivenergo and the City Council was extended several

times, the City Council took a final decision not to prolong it after its expiry on 27 April 2018.

Correspondingly the Company took the DH assets on its balance sheet and commenced

operations in the heating season of 2018/2019. At present, the DH system operated by KTE

consists of:

Two gas-fired CHPs (CHP-5 with electrical capacity of 700 MW and heat capacity of

1,874 Gcal/h and CHP-6 with electrical capacity of 500 MW and heat capacity of 1,757

Gcal/h);

15 large boiler houses each with heat capacities over 80 Gcal/hour;

168 small and medium-sized boiler houses with the average capacity below 20 Gcal/hour;

2,800 km of DH network (2-pipe measurement, trench length);

Circa 9 500 heat substations;

Waste incineration plant “Energia” with the annual solid waste utilisation capacity of

250,000 tones and heat generation capacity of 50 Gcal/hour.

During the last two decades, both reconstruction and maintenance of the equipment and the DH

network were significantly underfinanced. The lack of investments led to the reduced efficiency

of equipment, increased heat, electricity and water losses as well as undermined reliability of

heat, hot water and in some cases electricity supply.

4. MARKET CONTEXT

The Kyiv DH system operated by KTE is by far the largest DH system in Ukraine and one of

the largest DH systems in the world. KTE supplies circa 12.7 TWh of heat and hot water to

almost 2.7 million residents as well as numerous commercial and public sector clients. The

Company is responsible for circa 90% of heat generation for DH purposes in the City, and circa

99% of heat transmission and distribution. Approximately 8% of heat is generated by the very

old privately owned CHP-4. The remaining 2% of heat is generated by more than 100 entities

with different ownership, which operate small boiler houses.

The tariffs for generation of heat at CHPs operated by KTE are set by the National Energy and

Utilities Regulatory Commission (the “National Regulator”), while the tariff-setting for DH

and hot water services is within the purview of the municipality. The Law of Ukraine No. 1060-

IX regarding new regulation of communal services, which became effective on 1 May 2021,

simplified conclusion of public agreements on connection to DH systems and opened a door

for the adjustment of DH tariffs for population, which were frozen due to various regulatory

contradictions.

In 2020, KTE generated 5.03 TWh of electricity (3.4% of the total Ukraine’s generation mix or

circa 40% of electricity generated by all the Ukraine’s CHPs), of which 4.75 TWh were

delivered to the grid. Starting from the introduction of the competitive power market structure

in Ukraine as per the EU Third Energy Package in July 2019, the Company has sold electricity

according to bilateral contracts, on the day ahead, intraday, balancing and ancillary services

markets. According to the recently adopted Law of Ukraine No. 3364-1-d, all bilateral contracts

between municipal electricity generators and electricity buyers are to be concluded at electronic

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auctions. The date of the first electronic auction launch is not known yet, but the Company is

getting ready for the change.

In 2020 KTE consumed over 2.3 billion Nm3 of natural gas, i.e. more than 7.7% of Ukraine’s

total natural gas consumption or circa 30% of natural gas consumed by all DH companies and

CHPs in Ukraine. Historically, NAK Naftogas has supplied natural gas to KTE under the Public

Service Obligations (“PSO”) mechanism. As part of its commitments to the IMF aimed at full

liberalisation of the gas market, Ukraine removed the PSO for DH companies starting from

20 May 2021. As a result, KTE will be purchasing natural gas on the open market. The City

confirmed its commitment to support KTE if it needs to provide additional guarantees to

selected gas suppliers.

Notwithstanding the challenges posed by the DH tariff increases, a well-designed and

functioning DH system remains a future-proof energy efficient and cost-effective way to supply

heat and hot water, which allows gradual integration of low carbon heat generating

technologies. Detailed DH and electricity market analysis is provided in Annex VI.

5. FINANCIAL / ECONOMIC ANALYSIS

5.1 FINANCIAL PROJECTIONS

[REDACTED]

5.2 SENSITIVITY ANALYSIS

[REDACTED]

5.3 PROJECTED PROFITABILITY FOR THE BANK

[REDACTED]

6. OTHER KEY CONSIDERATIONS

6.1 ENVIRONMENT

Categorised B (2019 ESP). The Project is part of an ongoing rehabilitation and modernisation

of the district heating infrastructure in Kyiv and will result in environmental and social benefits

associated with the overall improvement in the quality of heating and hot water services,

improved energy efficiency, reduction in fuel consumption and heat and water losses, and lower

air emissions. As a result, net reduction of Green House Gas (“GHG") emissions will be around

193 k t/yr of CO2.

An independent Environmental and Social Due Diligence (“ESDD”) for the Project included a

review of KTE’s corporate operations and assets. The ESDD confirmed that the Company is

compliant with National legislation and has all valid locally required environmental air, waste

and water discharge permits, complies with Sanitary-Protection Zone (“SPZ”) requirements,

but needs to enhance capacity for environmental & social risk management to implement the

Bank’s PRs and to address Occupational Health and Safety (OHS) risks linked to the COVID

response.

The ESDD confirmed that the Project financed by the Bank will comply with EU (EU BAT)

and National legislation and will meet EU BAT requirements and (Emission Limit Values)

ELVs as defined under the EU Industrial Emissions Directive 2010/75/EU.

The Project requires an Environmental Impact Assessment (“EIA”) in accordance with

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Ukrainian legislation, which will be completed at the next stage of the project development

together with public hearings. Implementation of the local EIA and public hearings will be

supervised and monitored by the international consultants and in accordance to the developed

Stakeholder Engagement Plan in line with the ESD COVID-19 response and reviewed by the

ESD’s specialists. A Non-Technical Summary (“NTS”) will be developed and disclosed for the

Project financed by the Bank and any new modernisations in the future.

The ESDD confirmed that there is no resettlement associated with the Project. Project

components will be developed on existing land owned by the Company and the size of existing

SPZs will not change. The Company has basic H&S standards, complies with national labour

laws and is largely aligned with PR 2. The Project could lead to a reduction in up to ten existing

positions, however there are no plans for labour restructuring or major redundancies within the

next two years.

An Environmental and Social Action Plan (“ESAP”) has been developed and agreed with KTE

to strengthen the Company’s EHS capacity and to ensure the Project is structured and developed

in line with best practices, relevant EU standards and EBRD’s PRs and to mitigate any negative

impacts from the project implementation. The ESAP contains a number of actions including:

enhancing corporate EHS management; improving waste management; developing OHS and

public safety risk assessment and construction management system; asbestos management plan,

redeployment of staff with positions affected by the Project etc. The ESAP also specifically

requires introduction of the continuous monitoring of NOx and CO at the CHPs to meet the

requirements of the Industrial Emissions Directive 2010/75/EU and includes introduction of

enhanced natural gas leak detection measures. As part of the DH Sector City’s Strategy, the

Company will further pursue implementation of the EU requirements to reduce emissions and

increase energy efficiency, and will develop ESG/Sustainability reporting and include

disclosure in line with the best practice and EU guidelines.

The Company will be required to provide the Bank with annual environmental and social

reports, including updates on the implementation of the project and the ESAP in compliance

with the EBRD PRs.

6.2 INTEGRITY

In conjunction with OCCO, integrity due diligence was undertaken on the Company, the City,

senior management and other relevant parties. The [REDACTED] project does not pose an

unacceptable reputational risk to the Bank. [REDACTED]

All actions required by applicable EBRD procedures relevant to the prevention of anti-money

laundering, terrorist financing and other integrity issues have been taken with respect to the

Project, and the Project files contain the integrity checklists and other required documentation,

which have been properly and accurately completed to proceed with the Project.

6.3 ECONOMIC ANALYSIS

[REDACTED]

6.4 AFFORDABILITY

The Project will result in improved affordability of the DH tariffs as the Project financial

benefits significantly exceed debt service payments during the whole period of loan repayment.

Heat and hot water costs are expected to be below the threshold of 12% of the average

disposable household income during the loan period as well as the economic life of assets

reaching 9.9% in 2021. [REDACTED]

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ANNEXES TO OPERATION REPORT

ANNEX I: SHAREHOLDING AND ORGANISATIONAL STRUCTURE

ANNEX II: INVESTMENT PROGRAM

ANNEX III: PROJECT IMPLEMENTATION AND PROCUREMENT

ANNEX IV: IMPLEMENTATION PROGRESS OF GREEN CITIES FRAMEWORK

ANNEX V: HISTORICAL FINANCIAL STATEMENTS

ANNEX VI: DISTRICT HEATING AND ELECTRICITY MARKET ANALYSIS

ANNEX VII: ECONOMIC ASSESSMENT

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ANNEX I – SHAREHOLDING AND ORGANISATIONAL STRUCTURE

The Company is a communal enterprise incorporated in Ukraine fully owned by the City of

Kyiv.

The Company’s organisation structure is provided below.

The Company comprises of the following seven divisions or structural units:

1. Management - Head Quarters (HQ)

2. Kyiv Heating Networks (Kyivskyi Teplovyi Merezhy - KTM)

3. Kyiv CHPPs (Kyivskyi TETS)

4. Energia Plant (Zavod Energiya)

5. Energy Sales (Energozbut)

6. Avtotransport (Avtotransport)

7. Energy set up and maintenance (Energonaladka)

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ANNEX II - INVESTMENT PROGRAMME

The proposed Priority Investment Programme (“PIP”) focuses on increasing energy efficiency,

reducing natural gas, electricity and water consumption, optimizing operating and maintenance

costs as well as improving the reliability and quality of DH services in the City of Kyiv. The

implementation of the PIP will provide benefits for all the residents of the City connected to

the third largest DH system in Europe.

At the same time, the Project should contribute to the sustainability of the electric system of the

City of Kyiv and Ukraine in general thanks to the modernisation project components at CHP-6

and CHP-5. This is especially critical when the share of intermittent renewable generation in

the electricity mix of Ukraine is growing, and the country needs responsive, highly efficient

generating capacity capable of maintaining the system frequency as supply from renewable

sources ramps up and down. In order to support the City’s electrical system outside of the

heating season, the Company has to operate a portion of the CHP in an extremely inefficient

manner, releasing considerable amounts of produced heat into the atmosphere. This approach

leads to excessive natural gas consumption and reduced reliability of the facility. Installation of

new cogeneration units with heat capacity of up to 136 Gcal/h will allow for more rational and

efficient operation outside of the heating season. It should also ensure more efficient use of gas

and improve the sustainability and reliability of the heat and electricity supply in Kyiv.

The proposed PIP also stipulates installation of a new monitoring and dispatching system

(“SCADA”), which should optimize system performance based on the actual heat demand. It

should also ensure quick detection of system leakage or equipment malfunctions, improving

the quality of service for end-users and reducing system losses. [REDACTED]

The annual natural gas and electricity savings, additional electricity generation and combined

CO2 saving are summarised in the table below:

Project components

Natural gas

savings,

000 Nm3

Electricity

savings,

MWh

Additional

electricity

production,

MWh

CO2

savings,

tonnes

EBRD Loan:

1+2 Supply and installation of new cogeneration

units and a new heat storage at CHP-6 -316 325,400 170,224

3 Supply and installation of a new heat recovery

unit (condensing economizer) at CHP-5 5,760 9,600 16,157

4 Rehabilitation of boiler houses 590 353 1,324

5 Supply, installation and commissioning of a new

monitoring and dispatching system (SCADA) 2,821 5,445

Total for EBRD loan financed components 8,855 353 335,000 193,150

Local Contribution:

6 CHP-5 and CHP-6 modernisation 900 0.8 1,737

7 DH network replacement and laying of

interconnections 882 1,702

Total for components financed from local

contribution 1,782 0.8 0 3,439

Total 10,637 354 335,000 196,589

The implementation of the Project should also result in an annual NOx emissions reduction

[REDACTED]. The location of the CHPs and boiler houses to be rehabilitated as well as the

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small inefficient boiler houses that will be decommissioned is shown on the map below. The

PIP rehabilitation, DH network replacement and interconnection work will allow the closure of

these outdated plants.

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Components 1-2: Supply and installation of new cogeneration units in combination with

a new heat storage at CHP-6

The Company currently has two operating steam turbine based cogeneration units at CHP-6,

each with a heat capacity of approximately 330 Gcal/h and electrical capacity of 250 MWe in

condensation mode or 215 MWe in backpressure mode. The cogeneration units have been in

operation since 1982 and 1984 respectively, they are both at the end of their useful lifetime, and

require replacement within a short period. In case of necessity, each unit can reduce its

electricity output by circa 50%, i.e. to 107.5 MWe in backpressure mode. Even in optimal

operational modes, the cogeneration units have significant carbon intensity compared to new

equipment available on the market as they are both physically and technologically obsolete.

Photos of the CHP-6 are provided at the end of this Annex.

The Kyiv electrical grid has some specific characteristics that influence the need for local

electricity generation capacity. Districts on the western bank of the Dnipro River can utilise

electricity supplies from outside the City, via substations with high capacity connections to the

national grid. CHP-6 is located on the eastern bank and serves a supply area with the population

of over 1.2 million people.This area lacks the high capacity connection to the national grid and

heavily relies the generating capacities of CHP-6, especially during the winter. If CHP-6 were

to go offline during a period of high demand, a City power emergency is highly likely with

blackouts in some districts. The necessary capacity to uphold the stability of the grid is

estimated to be in the range of 50 - 80 MWe in the summer period and 100 MWe in the winter

period. Upgrading Kyiv electricity grid would require installation of new high-voltage sub-

stations and electricity lines in the City with the total value in excess of EUR 100 million.

In order to ensure adequate electricity supplies CHP-6 must operate, irrespective of the level of

heat demand. The minimum heat supply requirement for hot water supply purposes during non-

heating season is 66 Gcal/h. It is not possible to reduce the heat output on the existing

cogeneration units in line with this demand, therefore the remaining heat is wasted in the

cooling towers and CHP-6 has to operate in the suboptimal mode with steam loss.

The current practice of daily starts and stops of the cogeneration unit designed to operate in a

baseload mode (near continuous operation) results in increased wear as well as additional gas

and electricity consumption. Start/stops take several hours depending on the temperature of the

equipment.

The installation of new cogeneration units with the combined electrical capacity of up to

108 MWe in combination with a heat storage tank with circa 20,000 m3 capacity is expected to

tackle all the aforementioned inefficiencies of the CHP-6 during non-heating season. The

technological solution can include either (i) two new gas turbines with generators, waste heat

recovery units and district heating condensers or (ii) several large gas engines with generator

sets and separate waste heat recovery systems. The combination of efficient cogeneration units

with thermal storage will allow the Company to support the electricity grid as more intermittent

renewable generation sources while ensuring the co-generated heat can be efficiently utilized

by the DH network. The Project is expected to significantly reduce the cost of heat and

electricity production during the heating season and improve the overall reliability of heat

supply.

The new units will meet or exceed the requirements for emissions control (NOx and CO) and

“Best Available Techniques” of the EU Industrial Emissions Directive. Emissions from the new

plant will be significantly lower compared to the existing units at CHP-6.

The rapid increase of renewable power capacities in Ukraine over the last few years has already

created additional operational challenges for the country’s grid. The further growth of the green

energy share in the generation mix will only increase the need for highly maneuverable

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generating capacities capable of covering peaking demands, inter alia caused by fluctuations in

electricity production by renewable sources. Furthermore, in order to reach desired

synchronisation with European Network of Transmission System Operator - Electricity

(“ENTSO-E”), the Ukraine’s grid operator must demonstrate its compliance with ENTSO-E

technical standards, which should be proven through autonomous operation of the grid also

known as “island-mode” testing. During this period, Ukraine will have to show its frequency

control capabilities and other ancillary services. At present, Ukraine mainly uses its

[REDACTED] coal-fired power plants to support the grid when demand is high, while highly

efficient gas turbines or gas engines with generator sets are considered one of the most suitable

and environmentally friendly solutions for such purposes. The proposed CHP units coupled

with thermal energy storage will allow CHP-6 to efficiently render such services, play an

important role in supporting the existing solar and wind power capacity and help facilitate

increased renewable capacity.

At the same time, it is important to assess the suitability of the proposed CHP equipment should

supplies of green hydrogen be available in the future, either blended with natural gas or as pure

hydrogen. Based on the information provided by the feasibility study consultant, and

independently confirmed through other sources, as of today, 30% blending of hydrogen with

natural gas is possible in new gas turbines supplied by major manufacturers with limited or no

plant modification. Operation on 100% hydrogen is possible with additional investment and

appropriate modification. There are also field-tested natural gas engines that can operate off

natural gas to begin with, and hydrogen can be blended in gradually, or they can be switched to

100% hydrogen when available and the appropriate modifications have been made. Based on

this, it is already possible to procure a CHP solution (whether turbine or engine) with the

potential to run on a blended hydrogen mix or pure hydrogen with investment and the

appropriate modifications.

The key benefits of the components 1 and 2 include [REDACTED] additional electricity

generation with a marginal increase of gas consumption [REDACTED] and annual savings

[REDACTED] of CO2 and [REDACTED] NOx.

Component 3: Installation of a new heat recovery unit (condensing economizer) at CHP-

5

The CHP-5 is located on the western bank of the Dnipro River. It is the largest combined heat

and power plant in Kyiv and in Ukraine. The plant has electrical capacity of 700 MWe and heat

capacity of 1,874 Gcal/h and provides heat to more than 850,000 residents as well numerous

public entities and commercial clients. The CHP operates two natural gas-fired energy blocks

with steam turbines with the nominal electrical capacity of 250 MWe each, and two natural gas-

fired energy blocks with the nominal capacity of 100 MWe each. All the blocks were

commissioned in the mid-1970s. The CHP-5 also has several hot water boilers to cover peak

heat demand during low temperature periods and provides large quantities of make-up water to

the whole DH system of the City. Please see the photo of the CHP-5 at the end of this Annex.

In order to ensure the overall efficiency of the CHP-5, reduce natural gas consumption and

boost production of electricity, a new heat recovery unit also known as Flue Gas Condensation

(“FGC”) plant is planned to be installed between the flue gas paths of energy block 1 and

energy block 2, which have electrical capacity of circa 100 MWe and heat capacity of circa

160 Gcal/h (186 MWth).

The FGC plant will consist of the following equipment:

Flue Gas Condenser heat exchanger also known as an economizer with two sections;

flue gas ducts connecting it with the ducts of energy blocks 1 and 2;

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multiple flue gas dampers; and

pumps, pipelines, fittings, control, measuring and automation appliances.

Capital repair of one of the two existing chimneys including insertion of an internal liner will

also be required.

The economiser of the FGC plant will consist of two stages:

The first (in flue gas direction) stage for pre-heating DH water (a partial flow of the

overall return flow upstream of the DH condensers). There is no particular set point for

the outlet temperature, as the final supply temperature is reached and controlled in the

heating condensers.

The second stage for pre-heating make-up water from the chemical water treatment

plant at approximately 28°C. There is also no set point for the outlet temperature, as this

water flow is afterwards heated further in the deaerator(s).

The FGC plant will operate both during heating and non-heating seasons. The connection to the

energy blocks 1 and 2 should ensure overall efficiency and flexibility of the FGC plant in case

of repair of one of the energy blocks.

The key benefits of the component include [REDACTED] natural gas savings, [REDACTED]

additional electricity generation, [REDACTED] CO2 equivalent and [REDACTED] NOx

savings per annum.

Component 4: Rehabilitation of boiler houses

The Company operates a large number of old inefficient boiler houses, the main equipment of

which have exceeded its designed lifetime more than twice:

In district boiler-houses with the overall heat capacity over 80 MWth, 40 boilers (56%)

have been in operation for more than 40 years, including 14 boilers that have been in

operation for more than 50 years;

In district boiler-houses with the overall heat capacity less 80 MWth, 52 boilers (55%)

have been in operation for more than 40 years, including 15 boilers that have been in

operation for more than 50 years.

In block boiler-houses, 21% of boilers have operated for more than 40 years;

In roof and in-built boiler-houses, 24% of the boilers have operated for more than 40

years, including 17% that have been in operation for more than 50 years.

The small boiler houses are usually equipped with out-of-date NIISTU or similar type boilers

without automatic control and safety systems and with efficiency in the range of 60-80%. The

operation of such boiler houses without constant staff supervision is not possible, which also

has a negative impact on the Company’s financial indicators.

As a result of the comprehensive baseline assessment conducted by the feasibility study

consultant together with the Company’s staff, four boiler houses with the connected heat

demand of circa 58 MWth have been prioritised for rehabilitation, while five obsolete smaller

boiler houses with the total heat generation capacity of circa 10 MWth located in the vicinity of

the selected four will be closed, and their customers will be reconnected to the rehabilitated

boiler houses. Please see the map above for details. The feasibility study found no barriers to

laying new district heating interconnection pipelines. Whereas the four selected boiler houses

operate at higher supply temperature (150 oC) compared to that of the smaller boiler houses

(95 oC), and whereas the system is designed to operate at lower supply temperature, the

installation of heat exchangers and additional pump stations in the premises of the boiler houses

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is included the Project scope.

Thus, the scope of works under this component includes the following:

Rehabilitation of four boiler house;

Laying of interconnection pipelines; and

Installation of heat exchangers and pump station;

The implementation of this component will increase reliability of heat supply, while allowing

the Company move towards a leaner and more sustainable heat supply model. The key benefits

of the component include [REDATED] natural gas savings, [REDACTED] electricity savings,

[REDACTED] CO2 equivalent and [REDACTED] NOx savings per annum as well as

additional personnel cost savings (circa 300 man-month per year).

Component 5: Installation of Supervisory Control and Data Acquisition (SCADA) System

The Company’s existing automated systems for dispatch control are quite limited in capacity,

functionality and scope. They are not integrated into a unified Supervisory Control and Data

Acquisition (“SCADA”) system with common data structures and functions and a possibility

of automatic data transfer to users at various management and operational control levels.

Commands from various dispatch offices are issued mostly via voice connections and often use

information verbally communicated by staff working at respective facilities. The systems

installed at the CHP-5 and CHP-6 provide data to external systems mainly on electricity

production, while data on thermal energy production is limited to the Company’s internal

systems. The absence of SCADA system results in a slow reaction to emergencies, inefficient

operation of heat and electricity generating equipment, increased probability of human

mistakes, and ultimately poor quality of DH services for the Company’s customers.

The Company will install a new SCADA system in order to achieve the following objectives:

increase the quality and efficiency of heat generation and supply based on precise real-

time information about the heat supply network’s hydraulic and heat parameters;

decrease the number of emergency situations and limit their impact on heat supply and

electricity production through proactive maintenance of equipment, quick response to

emergency events, customised alerts and direct supervisory control;

optimise fuel and electricity consumption by the heat/electricity production units and

heat supply through DH network thanks to stricter compliance with the heat supply

schedule provided by the main dispatch office (e.g. temperature, flow, pressure); and

ensure full monitoring and control of the heat and electricity production process

including detailed reporting, calculation of key production indicators, and data exchange

with other external or corporate information and control systems.

The necessity of the process digitalisation and real-time monitoring became even more obvious

in the COVID-19 pandemic period when it was difficult to ensure presence of all personnel,

guarantee prompt collection of data and prepare adequate response to non-standard situations

or emergencies.

Based on the comprehensive analysis of the DH system of Kyiv, the installation of SCADA

should result in [REDACTED] natural gas savings and [REDACTED] CO2 equivalent savings.

At the same time, the system should significantly improve the quality of DH services for all the

customers connected to the DH system.

Component 6: CHP-5 and CHP-6 modernisation

The main equipment of the CHP-5 and the CHP-6 has been in operation for over 35 years.

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Although the equipment was serviced, the amount of investments and upgrades was limited.

Hence, the primary objective of this component, to be financed from the Company’s internal

resources or the City’s contribution, is to ensure continuous and safe operation of the CHPs.

The scope includes the repair of power units, reconstruction of switchgear, transformers, and

electrical parts as well as technical re-equipment of general station equipment. It is expected

that following the modernisation, the facilities will comply with the Industrial Emissions

Directive of the EU including the requirements of best available techniques.

The implementation of this component will result in [REDACTED] natural gas savings,

[REDACTED] electricity savings, and [REDACTED] CO2 equivalent reduction per annum.

Component 7: DH network replacement and laying of interconnections

The Company operates 2,729 km of DH networks in two-pipe dimension. Circa 70% of the DH

network operated by the Company has an actual life of well above 20 years, and less than 5%

of the networks was replaced within the last 5 years. The majority of DH pipelines are located

underground. Approximately 75% of the pipelines are buried in non-passable reinforced

concrete channels with suspended mineral wool insulation that has low thermal insulation

properties, especially when moistened.

The age of the DH network and its limited protection from corrosion results in significant heat

losses through both the poor insulation and leakages. The number of identified bursts exceeded

50,000 cases during the last 5 years. With no leak detection system installed, leaks are typically

identified by visual inspection and monitoring of consumption of make-up water in respective

boiler houses. The lack of proper chemical water treatment at some boiler houses also

contributes to the fast network corrosion, increasing the failure rate and water losses.

The DH network replacement component, which is to be financed from the local contribution,

is a part of the long-term investment programme of the Company and the City aimed at

replacing the obsolete and poorly insulated pipelines with new pre-insulated pipelines equipped

with leakage protection system. Within the scope of the Project, the Company plans to

(i) replace leaking sections of the transmission and distribution networks with the total length

of over 8.5 km in two-pipe dimension with pre-insulated rigid steel pipes, and (ii) reconnect

consumers to more efficient heat sources by laying approximately 2.5 km of new networks in

two-pipe dimension.

The implementation of the component will result in [REDACTED] natural gas savings and

[REDACTED] CO2 equivalent savings.

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Kyiv CHP-6

Kyiv CHP-5

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ANNEX III – PROJECT IMPLEMENTATION AND PROCUREMENT

PLAN

Procurement classification – Public (sub-sovereign)

[REDACTED] Involvement of an independent implementation consultant and the use of the

EBRD Client s-Procurement Portal (“ECEPP”) will ensure the compliance with the Bank’s

Procurement Policies and Rules (“PP&R”) and other policies and contribute in minimising this

risk

The Client’s capacity assessment related risk - Moderate High

The capacity of the Company to implement the Project was assessed as part of the due diligence

using the simplified version of the assessment tool. There is a dedicated procurement

department and clear procedures for cooperating with other relevant departments (technical

research and development, operations, finance etc.) in planning and managing the procurement

activities. During 2018-2020 the Company’s Procurement Department managed over 1,500

tenders annually resulting in 4,620 signed contracts, with all companies awarded to local

contractors/suppliers. All contracts have been procured via open tenders in accordance with the

national legislation via Prozorro e-procurement platform. A clear process for procurement and

implementation planning, decision making and monitoring is in place, which will largely be

used for the Project.

The Company lacks the experience of IFI project procurement and implementation, as well as

use of international form of contract, which represents moderate high risk to efficient

implementation of the proposed investments. The PIA has provided an introductory

presentation on PP&R, which will be followed up by a more detailed workshop on procurement

procedures and use of ECEPP, which shall minimise the risk. An independent consultant will

be engaged to assist with procurement of all works contracts, which will address the risks

related to the lack of procurement of design-build contracts (providing for alternative technical

solutions and related evaluation methodology) and using internationally recognised forms of

works contracts.

Contracts risk assessment - Moderate High

Several contracts covering, supply and installation of co-generation units, heat storage at CHP-

6 and SCADA as well as rehabilitation of the boiler houses are proposed to be financed from

the proceeds of Bank’s loan. The assigned risk is based on the scale and complexity of the

proposed contract and lack of Company’s experience with co-generation technologies, as well

as the fact that the works will be carried out at functioning facilities. The prequalification for

the largest contract (Supply, installation and commissioning of cogeneration units at CHP-6)

will ensure that the Company receives good quality technical proposals from leading

contractors deemed to be capable of performing the project/contract satisfactorily, thus

reasonably expected to manage contractual risks efficiently.

The support of the experienced consultant will ensure that designs and technical specifications

are suitable for open tendering, including allowing and assessing possible alternatives, and that

any procurement and contractual issues that may arise are addressed in a professional and timely

manner. Review of the designs by the consultant will also ensure Bank’s ESHS requirements

are incorporated, and that potential risks that may lead to time and cost overruns are addressed.

The Client has accepted Bank’s concerns regarding potential cost and time overruns, and

associated contractor claims, and a contingency of up to 10% is included in cost estimates.

Project implementation arrangements

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A PIU has been established within the Company and will have overall responsibility for the

implementation of the Project. The Company is also intending to set up separate ‘management

teams for each contract to ensure the efficient contract management. At all times the PIU and

contract management teams will have access to in-house technical, environmental, financial

etc. experts, as necessary. The PIU will be supported by the Consultant financed from TC donor

and loan funds and selected in accordance the Bank’s PP&R. The Consultant will assist the

Company to prepare tender documents and carry out procurement and will act as a FIDIC

Engineer/Project Manager in works contracts.

Procurement arrangements

The Project is classified as public sector for procurement purposes. All works contracts and the

Project Implementation Support and Works Supervision consultancy services contract to be

procured by the Client financed out of proceeds of Bank’s loan and, where applicable, TC grant

funds will be procured through open tendering via EBRD Client e-Procurement Portal

(“ECEPP”) in accordance with the PPR. All contracts will be subject to prior review by the

Bank.

With Bank’s PPAD prior agreement, the procurement of consultancy services for the Project

implementation support and works supervision assignment commenced in February 2021 in

advance of loan signature. Seven expressions of interest were received, and all participants have

been shortlisted and will be invited to submit proposals.

Multi-stage open tendering will be followed and FIDIC Conditions of Contracts will be used

for all works contracts.

Potential tenderers for the largest and most complex contract for the Supply, installation and

commissioning of cogeneration units at CHP-6works contracts will subject to a prequalification

prior to the invitation to submit tenders, in order to simplify the subsequent tender evaluation

phase and encourage the participation of qualified contractors. The Selective Review procedure

will be applied to this contract.

The Procurement Plan below provides the details of planned investment and consultancy

assignments. The dates are provisional and contract signature will be conditional upon the

Borrower meeting conditions precedent to commitment of relevant tranches. [REDACTED]

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ANNEX IV - IMPLEMENTATION PROGRESS OF GREEN CITIES

FRAMEWORK

Since 2016, the GrCF and GrCF2 have mobilised nearly EUR 3 billion in EBRD and donor

funding. The Green Cities Framework (GrCF), approved by the Board in November 2016, set

an ambitious agenda for the Bank’s municipal business, with the over-arching aim being ‘to

serve as a sector-wide catalyst for addressing environmental challenges at the City level‘. After

only 2 years of operation, the Framework proved its ability to act as such a catalyst with the

utilisation of the entire EUR 250 million headroom. As a consequence, in October 2018 a new

Framework was approved by the Board, Green Cities Framework 2 (GrCF2), with a headroom

of EUR 1.1 billion, with EUR 700 million from the Bank’s own capital and the remainder from

the Green Climate Fund (GCF) and other donors. Given the sizeable amount from the GCF, in

the form of concessional loans and grants for both capex and TC and the requirement to confirm

to GCF the availability of Bank co-financing, GrCF2 is divided into two windows: Window I

for GCF co-financing and Window II for non GCF co-financing. Following the continuing

successful uptake, in November 2020, an extension of EUR 950 million was approved for

GrCF2 WII. [REDACTED]

Progress on TI objectives GrCF and GrCF2 to date: To date 46 transactions have been signed through the GrCF and GrCF2, or as a result of GCAPs.

Out of these projects, 21 are follow-on investments (45%). So far, 29 GCAPs have been

initiated, of which 18 have been completed and 16 have been approved. While it is too early to

confirm the achievements under the various GCAPs, most of the TI objectives were assessed as

on track by EPG in September 2020, and the GrCF currently has a PTI of 87, up from an ETI of

80 given in 2016 and the GrCF2 currently holds a PTI of 72 – up from an ETI of 70 given in

2018.

Kyiv GCAP Status:

In April 2019, WS Atkins International, in consortium with Tebodin Bilfinger, was appointed

to deliver the GCAP for the City of Kyiv. To date, stakeholder engagement plan, technical

assessment section of the GCAP and external framework report have been prepared and

presented. Priority environmental challenges have been identified and confirmed with the

stakeholders. Vision and strategic objectives sections of the GCAP have been drafted and

shared with the City’s working group for their comments and suggestions. Policy options and

actions sections of the GCAP are at the stage of preparation. The Kyiv GCAP including an

implementation and monitoring strategy is expected to be submitted for the approval by the

City Council in early 2022.

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ANNEX V - HISTORICAL FINANCIAL STATEMENTS

[REDACTED]

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ANNEX VI - DISTRICT HEATING AND ELECTRICITY MARKET

ANALYSIS

Ukraine has a developed DH infrastructure in all major and secondary cities, which is a valuable

asset for the country. To date, DH services are provided to half of the population of Ukraine,

and the total market size is estimated to be above EUR 1.5 billion per annum. DH services also

account for more than 20% of the total housing and utility services of Ukrainian households.

As a rule, DH systems are operated by municipal utilities that supply heat to residential, public

and commercial customers. The tariffs for DH services are set either by municipalities or by

the National Energy and Utilities Regulatory Commission (the “National Regulator”). The

latter regulates tariff-setting and licencing for combined heat and power plants and large DH

utilities with the level of metering exceeding 90%.

Natural gas remains the dominant fuel for the DH sector. According to Ukrtransgas, in 2019

Ukraine consumed 29.8 billion Nm3 of gas, 7.4 billion Nm3 (25%) of which was consumed by

DH companies and CHPs, including 4.6 billion Nm3 for DH services for population and

1.2 billion Nm3 for DH services for non-residential consumers, with the remainder being used

for electricity generation and internal needs. The share of CHPs, waste heat and renewable

energy in heat generation in Ukraine is quite low compared to other European countries. In

particular, in 2017 the CHPs’ share in heat generation was below 40% compared to 72% in

European Organisation for Economic Co-operation and Development countries. According to

the official statistics of Ukraine, the share of renewable sources in the heating sector of Ukraine

is circa 8%, while its share in DH is even lower. In 2019, the volume of heat energy supplied

to final consumers in Ukraine was at the level of 33 million Gcal.

The Kyiv DH system is by far the largest in Ukraine. It is also considered to be the third largest

in Europe and one of the largest in the world. It supplies circa 10.9 million Gcal (12.7 TWh) of

heat to almost 2.7 million residents as well as numerous commercial and public sector clients.

Kyiv is one of a very few cities in Ukraine that supplies hot water 24 hours a day during non-

heating season. To date, the DH services in the City are provided from 804 heat sources with a

total installed capacity of over 15,120 MW. With the exception of heat generated by the KTE’s

waste incineration plant “Energiya” and a few small-size independently operated biomass boiler

houses, heat generation in Kyiv is entirely fossil fuel based.

KTE is responsible for circa 90% of heat generation for DH purposes in the City, and circa 99%

of heat transportation. Circa 8% of heat is generated by an old privately-owned CHP-4, also

known as the Darnytsia CHP. Its first block was commissioned in 1954. It has installed heat

capacity of 1,428 MW and electrical capacity of 160 MW. The remaining 2% of heat is

generated by more than 100 entities with different ownership (communal, state, private), which

generate heat at small boiler houses mainly for internal needs and/or to heat one or several

residential buildings located in the same area. In the majority of cases, such entities also have

licences to transport heat by their own local hydraulically independent pipelines. LLC Euro-

Reconstruction, which owns and operates CHP-4, uses the DH networks of KTE and pays a fee

for the heat transportation services. In particular, according to the audited IFRS financial

statements, in 2020 KTE earned UAH 190.2 (EUR 6.2 million) for heat transportation services.

To date, KTE operates the following DH infrastructure:

Two gas-fired CHPs (CHP-5 with electrical capacity of 700 MW and heat capacity of

1,874 Gcal/hour (2,179 MW) and CHP-6 with electrical capacity of 500 MW and heat

capacity of 1,757 Gcal/hour (2,043 MW));

15 large boiler houses with the heat capacities over 80 Gcal/hour (93 MW) each;

168 small and medium-sized boiler houses with the average heat capacity below 20

Gcal/hour (23 MW);

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Waste incineration plant “Energia” with an annual solid waste utilisation capacity of

250,000 tones and heat generation capacity of 50 Gcal/hour (58 MW); and

2,721 km of DH networks (2-pipe dimension, trench length).

The location of the assets is shown on the map below. CHP-5 and CHP-6 represent 41% of the

total installed heat capacity managed by the Company and circa 46% of the Company’s heat

production depending upon year. The CHPs and the majority of boiler houses were built or

reconstructed in the 1970-80s. They are inefficient and require modernisation to ensure

sustainability of DH services. The current state of the DH networks is unsatisfactory, with 71 %

of them requiring replacement.

In 2020 KTE burned over 2.3 billion Nm3 of natural gas, i.e. more than 7.7% of Ukraine’s total

natural gas consumption or circa 30% of natural gas consumed by all DH companies and CHPs

in Ukraine.

Residential customers account for circa 80% of the total heat and hot water sales of the

Company. In 2020, KTE supplied heat and hot worth more than UAH 7.5 billion (EUR 0.24

billion). The shares of public and commercial entities were 11.4% and 8.3% respectively. The

Company both provided centralised heating services and supplied heat and hot water to heat

exchangers owned and operated by other institutions.

The National Regulator sets heat tariffs for generation of heat by the two CHPs operated by

KTE, while the City State Administration sets the tariffs for DH and hot water services and DH

energy transportation in line with the Cabinet of Ministers Decree No. 869 of 1 June 2011 with

amendments. According to the National Regulator’s Decree No. 2743 of 24 December 2020,

starting from 1 January 2021, the tariffs for generation of heat by the CHP-5 and CHP-6 were

increased by circa 10% to the following levels:

UAH 937.74 per Gcal (plus VAT) for residential consumers;

UAH 938.49 per Gcal (plus VAT) for public entities;

UAH 938.54 per Gcal (plus VAT) for other consumers.

On 29 December 2020, the Kyiv City State Administration adopted a Decree No. 2077

regarding the tariffs for different type of consumers depending upon type of connection.

According to the City’s Decree, the tariffs for heat energy including costs for repair of

centralised heat sub-stations, were set at the following levels:

UAH 1,398.31 per Gcal (plus VAT) for residential consumers;

UAH 1,399.47 per Gcal (plus VAT) for public entities;

UAH 1,402.86 per Gcal (plus VAT) for other consumers.

By the same Decree, the Kyiv City State Administration increased tariffs for transportation of

heat by the DH networks of KTE from UAH 376.36 per Gcal to UAH 418.49 per Gcal, which

has been applied to heat energy produced by LLC Euro-Reconstruction and transported by KTE

starting from 1 January 2021.

The Law of Ukraine No. 1060-IX regarding new regulation of communal services became

effective on 1 May 2021. It is expected to have a positive impact on all DH companies. The

Law simplified conclusion of public agreements on connection to DH systems, provided an

opportunity for the inclusion of costs on installation and service of building-level heat meters

into DH tariffs and opened a door for the overall adjustment of DH tariffs for population, which

were frozen due to various regulatory contradictions.

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Electricity Market

Ukraine is among the top-10 largest electricity producers and consumers in Europe with the

total installed generation capacities of circa 55.8 GW. Whereas Ukraine is located between two

regional markets with different characteristics and price policies, the Ukrainian power grid is

composed of two separate segments: a small western region, also known as the “Burshtyn

Energy Island”, is interlinked with ENTSO-E, while the main part of the power system is

synchronised with the Russian/Belarussian IPS/UPS4 system. Ukraine is a net exporter of

electricity to its western neighbours through the Burshtyn Energy Island. It also exports

electricity to Moldova, imports electricity from Belarus and has frequency support flows of

electricity with the Russian power system. In 2020, Ukraine exported 4,754 GWh of electricity,

which was twice as much as imported volumes for the same period.

Starting from July 2019, to meet its Association Agreement commitment regarding the

implementation of the EU Third Energy Package, Ukraine successfully switched from a single

wholesale buyer model to one with a more competitive power market structure consisting of

bilateral contracts, day-ahead, intraday, balancing and ancillary services markets. There is a

state-owned offtaker, also known as the Guaranteed Buyer, which is responsible for the Public

Service Obligation (“PSO”) to the population and renewables. The Guaranteed Buyer performs

two key functions: (i) it purchases low–cost electricity generated by Energoatom and

Ukrhydroenergo and sells it at discounted prices to universal service suppliers and regional

electricity suppliers for consumption by residential customers; and (ii) it buys and sells 100%

of the electricity produced by renewable energy sources under the feed-in tariff. A significant

increase in the new renewable energy capacities (mainly solar) in 2019 became a challenge for

the Guaranteed Buyer, which accumulated significant arrears to renewable generators. A state-

owned Market Operator monitors the day-ahead and intraday electricity markets as well as

provides legal support for conclusion of power purchase agreements and implementation of

export-import transactions.

Ukrenergo is the country’s state-owned national electricity company responsible for operational

and technological control of the Integrated Power System (“IPS”) of Ukraine, including

transmission networks and interconnections with neighbouring countries. Ukrenergo transmits

around 135 TWh yearly and receives revenue in a form of tariffs for electricity transmission

and dispatching services. The tariffs are regulated and approved by the National Regulator. As

per the market model, Ukrenergo’s transmission tariff should also cover the compensation to

renewable energy producers, which is effectively a difference between the feed-in tariff level

and electricity market price. Ukrenergo has divided its operations into eight regional power

systems with dispatch and control functions. Please see the map below.

The electricity distribution function is carried out by twenty five regional Distribution System

Operators (“DSO”). Each DSO is a natural monopoly on a certain fixed territory. DSO’s

activities are licensed by the National Regulator. Most DSOs are fully or partially privately

owned, mostly by entities linked to oligarchs.

The list of largest electricity generators in Ukraine consists of (i) Energoatom, a state entity that

operates all Ukrainian nuclear power plants, (ii) Ukrhydroenergo, a state-owned hydro power

generator, (iii) DTEK, Akhmetov-owned thermal electricity generator, (iv) Centrenergo, a state

owned thermal electricity generator, (v) privately-owned Donbasenergo, which includes two

thermal power plants, (vi) a pool of private renewable energy generators selling electricity at

feed-in tariffs, and (vii) more than forty CHPs, of which Kyiv CHP-5 and CHP-6 are the largest

ones. In 2020, the total electricity generation by Ukrainian power plants reached 148.8 TWh,

which is 3.3% lower compared to 2019 reflecting decline in the consumption deriving from the

4 Integrated Power System / Unified Power System

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COVID-19 crisis. Nuclear power plants generated 51.2% of total electricity output. The shares

of thermal power plants and CHPs in the generation mix were 26.6% and 8.6% respectively.

The share of renewable energy sources increased by circa 100% in 2020 compared to 2019 and

reached 7.3%. Hydro power plants and hydro accumulation power plants have currently the

lowest share in the generation mix.

In 2020, KTE generated 5.03 TWh of electricity (3.4% of the total Ukraine’s generation mix or

circa 40% of electricity generated by all the Ukraine’s CHPs, of which 4.75 TWh were delivered

to the grid. In 2019, the level of electricity generation was only 3.56 TWh, of which 3.06 TWh

were delivered to the grid. The 41% increase in power generation in 2020 versus 2019 was

linked both to the opportunities offered by the new energy market and the growing balancing

demand of the grid due to the introduction of new renewable energy sources. In 2020, 58% of

electricity was generated by CHP-5, while the remaining 42% by CHP-6. More than 70% of

electricity is generated during the heating season, which usually starts in mid-October and ends

in mid-April depending upon the ambient temperature levels.

The split of electricity sales by type of buyers is shown in the table below:

Volumes, MWh, % Sales, in million UAH, %

LLC Energiks (private trader) 83.17% 79.87%

SE Market Operator – day ahead market 10.16% 11.28%

SE Market Operator – intraday market 1.52% 1.86%

Ukrenergo, balancing 3.47% 5.69%

Ukrenergo, non-balancing 1.69% 1.30%

The power purchase agreement between KTE and LLC Energiks No. 1911/УРРЕ-19 was

signed on 28 December 2019 following the evaluation of proposals received from several

electricity traders. According to the Company’s management, LLC Energiks was able to

guarantee timely payments and offtake electricity during night periods, which was critical for

KTE to ensure uninterrupted operation of the steam turbines at the CHPs. According to the

agreement, LLC Energiks informs KTE regarding the daily and hourly volumes of electricity

to be purchased next month not later than 16-00 of the 25th day of a preceding month. Limited

adjustments are possible during month. The contract price per 1 MWh of electricity is set as

actual price at the day-ahead market in UPS during respective hours of trading day as published

at the official website of SE Market Operator decreased by UAH 20 per MWh without VAT.

KTE also sells additional volumes of electricity to SE Market Operator on day ahead and

intraday markets and to Ukrenergo for the grid balancing and other purposes, but only during

day time.

On 15 April 2021, the Parliament of Ukraine adopted a new Law No. 3364-1-d related to

certification of Ukrenergo. On 26 April 2021, the Law was sent to the President for signing.

The Law is aimed at facilitating future synchronisation of the main part of the Ukrainian energy

system with ENTSO-E. It inter alia obliges all state and municipal companies in Ukraine to

conclude bilateral power purchase agreements at electronic auctions, the regulations for which

will be approved by the Cabinet of Ministers of Ukraine. In view of the above, KTE has advised

LLC Energiks regarding termination of their contract upon the effectiveness of the Law. New

bilateral contracts will be concluded exclusively through electronic auctions. In the meantime,

KTE intends to continue selling electricity directly to SE Market Operator on day ahead and

intraday markets and to Ukrenergo for balancing the national grid.

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ANNEX VII – ECONOMIC ASSESSMENT

[REDACTED]


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