SGP ERR TOR Terms of Reference

SGP Execution Readiness TOR

Surat Gas Project
Project Execution Readiness Review

Version 1.0

Released 29th June 2020

Document Owner SGP Business Opportunity Manager

Document Author SGP FID1 Delivery Integration Manager

Review Date -

Document Status Issued for Review

Security Classification Confidential

Please see document administration section for more information

Once printed, this is an uncontrolled document

unless issued and stamped Controlled Copy.
SGP ERR TOR Terms of Reference

Contents

1. Project Background, Description and Scope 3

2. Project Key Risks 4
3. Objectives of this review 8
4. Scope of this review 8
4.1 Scope 8
4.2 Key Dates 9
4.3 Participants 9
4.4 Key Documents 11
4.5 Delivery 11
4.6 Close Out Report Content 11
5. Definitions 12
6. Document Administration 13
Appendix A: Supporting Documents 14

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1. Project Background, Description and Scope

The Surat Gas Project (SGP) is a phased development of Arrow’s Surat Basin
coal seam gas resources. The chosen development concept utilises available
capacity in existing third party operated JV infrastructure for sales via a Strategic
Gas Sales Agreement (SGSA) to the Walloons Sales Gas Company and existing
Arrow domestic customers.

The total project scope includes;

 up to 2,500 wells with gathering infrastructure

 brownfield upgrades of the Tipton Central Gas Processing Facility (CGPF)
 two greenfield Field Compression Stations (FCS)
 two pipelines
 associated water and brine management solutions

The approved FID1 SGP Phase 1 scope which will be the focus of this Execution
Readiness Review includes:

 Tipton Central Gas Processing Facility (CGPF) Optimisation

 617 Development wells and gathering in PL 198, PL230, PL 238, PL 252,
PL493, PL 260, PL1039 and associated gathering, and connection points
 60 Development wells and gathering in the David Drainage area of PL493
and PL253 requiring EA and PL amendments
 Inlet Processing Facility (IPF) and pipeline connections to the QGC David
FCS and Harry FCS
 Pipeline connections to the David, Broadwater and Glendower Ponds. Water
Transfer Station and associated new power supply at Daandine Water
Facility
 Low Pressure header from PL253 to PL198 and letdown skids to Tipton and
Daandine
 Brine storage pond (#1 and #2) at Kenya Water Treatment Plant (KWTP)
 Daandine and Tipton Water treatment plant upgrades
 Treated Water Return Pipeline (TWRP) and Beneficial Use Network (BUN)
 Telecommunications system, (radio, with Fibre Optic cable and microwave
backbone)
 Process Automation System
 Control Room in Brisbane
 Salt solution infrastructure

The remaining scope from the SGP FID1 IP below is subject to future Shareholder
and AEH Board approvals once the associated EA and PL amendments are made

 204 Development wells and gathering in PL185, PL253 and PL493

 IPF and pipeline connection to the Jammat FCS
 Pipeline connection to the Kenya East Pond
The development of subsequent phases and the early gas opportunities are
outside of the scope of this review.

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Re-cap up to Negative FID (2018)

After unsuccessful attempts to develop Arrow’s Surat basin resources as a

standalone LNG concept, an SGSA was signed in 2017 with the Walloons Sales
Gas Company. The GSA identified seven QGC gas delivery points and set out
timelines and volume commitments for Arrow. The Tipton central gas processing
facility expansion project (TIPEX) had been progressing to FID as a standalone
project, but was absorbed into the Surat Gas Project under the new development
concept.

In 2017/18 the project scope was split into three FIDs to meet the SGSA timelines
to met shareholder requirements:

 FID 1 – TIPEX and Daandine high pressure delivery points and David low
pressure delivery point
 FID 2 – Harry low pressure delivery point and greenfield Field Compressor
Stations 2 (Girrahween) and 8 (Lynwood) medium pressure delivery points.
 FID 3 – Jammat low pressure delivery point and sustaining wells

Previous Reviews

The project was then the subject of numerous assurance checks including:

1. Mar’18 – VAR/ESAR
2. Apr’18 – repeat VAR
3. May’18 – ESAR/PER
4. Jul’18 – repeat ESAR/PER

The Shareholder’s decided not to take FID. The TIPEX team was redeployed and
the project team reduced to a skeleton development team. Through 2019 the
Arrow team provided shareholder support to progress the project to an agreed
development concept which resulted in a shareholder alignment under the
Strategic Alignment Agreement (SAA). Changes made to the development
concept and sequence during this period were not subject to the Arrow MOC
system as they were shareholder decisions outsaide of Arrows direct control.
Following the successful FID decision in April 2020 the project team has been
remobilised.

2. Project Key Risks

The top5 project risks as of end May 2020 are summarised below

Risk Description

As a result of government investigation into the Linc Energy underground

EA and PL
coal gasification site EA south was only approved with a limited
amendment
development area. There is risk to the future resubmission and approval
approval delayed
of PL applications 253, 185 and 493 which would to impact on FID1 value
for PLs 253 and
through reduction in David volume from 2022 and impact the majority of
493
Jammat (PL253).

Due to various internal and external uncertainties and constraints, there

Land Access
is risk of delay or failure to reach agreement with landholders, which
agreement delivery
could lead to failure to deliver access to the planned activities for the

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Risk Description

ramp up over the next 5 years with associated impact on project value
NPV and reputational impact.

As a result of delay to gaining QGC connection agreement and final tie-in

(critical path), there is a delay to commissioning the Hopeland Pilot
Meeting IDP Pipeline with a risk that the 2nd year production of the LDP is not met
production volumes putting PL253 at risk.
on PL253

Short term construction arrangements puts the 2020 learning curves with
Long Term CNJV at risk of being lost, and potential transition to a CMSA post 2020
Gathering may delay learning curve with new contractor and inability to realise long
Construction term efficiencies and innovations, which could lead to significant cost
Contracting increases, schedule delay impacting GSA promise and heightened OHS
exposure.

As a result of the increase in scale and geographical spread while

Degradation of
mobilising an increased number of people (Arrow and contractors) over a
HSE performance
short period of time, there is a risk of degradation of HSE performance
during SGP ramp
during SGP ramp up, which could lead to multiple HSE incidents and/or
up
regulatory non-compliance

The overall SGP risk management has been rationalised with only key project level
risks – risks with an impact to the overall project objectives being elevate to the
SGP project level while lower level risks are managed under the sub projects or at
a component level (e.g. risks to a specific off-plot batch)

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ID Title Description Owner CRR RRR Impact Trend

As a result of the ongoing investigation and remediation by the Government of the Linc UCG site, there
EA and PL amendment approval is a risk that Government will delay approval of future EA and PL amendments for PL253 and PL493 Young,
R-3193
delayed for PLs 253 and 493 which are required for the majority of Jammat gas, which could lead to impacts on FID1 value through Guy
HI HI SCH ↔
reduction in David volumes from 2022 and impact delivery of Jammat value.
As a result of negative individual and neighbouring landholder sentiment, project scope changes
throughout the Access and Approvals process, planning disconnect between front end planning and
execution, legal representation sought by landholders, internal resourcing constraints, budget
constraints for compensation, internal processes, environmental impacts, land use including IFL, actual Young,
R-3280 Land Access agreement delivery
and perceived nuisance, biosecurity, density of occupied residences, stretched Arrow Legal resources to Guy
HI SIG SCH ↔
support access time frames, there is a risk of delay or failure to reach agreement with landholders,
which could lead to failure to deliver access to the planned activities for the ramp up over the next 5
years (910 wells) with associated impact on project value NPV and reputational impact.
As a result of:
- Failure to deliver the derisking strategy (36 wells in total, Titan, Pad 200 etc)
- Continued execution issues (well quality and schedule)
Failure to demonstrate sufficient - Lack of resources and funding to deliver the strategy (surveillance, SCADA & wellfield operators) Young,
R-3107 improvement in desired run life in - Well design for formation isolation Guy
HI MED SCH ↔
deviated wells prior to FID2 -High solids combined with Low water rate
there is a risk of failure to demonstrate sufficient improvement in desired run life in deviated wells prior to
FID2, which could lead to reduced value and delayed investment decision
As a result of scheduled or unscheduled facility shutdowns, there is a risk of wells failing or failing to
Blundell,
R-2918 Well recovery after shutdown recover quickly to pre-shutdown production levels, which could lead to loss of revenue (flaring) and Nathan
SIG MED NPV ↔
increased opex (workover costs)
Failure to identify planned direct action against Arrow could lead to damage to property, compromised
Edwards,
R-0524 Direct Action on Arrow personal safety, delay to operations, increased cost, negative government and media attention, damage Liz
SIG MED REP ↔
to Arrow’s and industry reputation.
As a result of historical Federal gov reviewing regulations (including renewable energy, emissions
outputs, PRRT Review, changes to EPBC Act and Australian Domestic Gas Security Mechanism) and
Sovereign Risk: Changes in
Federal opposition domestic gas policy and Qld gov reviewing multiple pieces of legislation to regulate a Elder,
R-0001 regulatory environment at local,
post construction CSG-LNG industry including approvals compliance, regulations could change, FIFO, Leisa
SIG MED NPV ↔
state and federal level
new regulations could be introduced resulting in government withdrawal of tenure and/or inability to
operate, which could affect schedule, cost, and design.
As a result of unacceptable QGC proposal (High cost, schedule, T&C), inability to obtain suitable
connection/easement agreements, complex design, construction delays (eg.LLI procurement delays, QA
Arrow brine storage is not process delays liner sourcing, contractor construction schedule longer than QGC estimate, construction Hannigan,
R-2960
available for WSA volumes across 2 wet seasons (schedule delay after accept proposal)), there is a risk that Arrow brine storage is Derek
SIG MED SCH ↔
not available for WSA volumes by the target time, which could lead to schedule delay, and NPV impact
(production constraint, loss of value and/or LDs).
As a result of induced coal seam gas migration (gas migration to the surface as a result of drawdown
Gas release at surface or 3rd party
and pressure depletion in coal seams due to Arrow’s and others development activities) through natural
infrastructure as a result of
R-0676
induced Gas Migration in Surat
features and legacy well bores, elevated gas concentrations may result at surface or in groundwater Han, Tao SIG MED REP ↔
formations, which could result in one or more adverse outcomes: accelerated or increased bore P&A
Basin
costs; increased regulation or sterilization of tenure; HSE issues; and/or reputational damage to Arrow.

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ID Title Description Owner CRR RRR Impact Trend

As a result of increase in scale and geographical spread while mobilising an increased number of people
Degradation of HSE performance (Arrow and contractors) over a short period of time, there is a risk of degradation of HSE performance Young,
R-3441
during SGP ramp up Guy
SIG MED REP ↔
during SGP ramp up, which could lead to multiple HSE incidents and/or regulatory non-compliance.

As a result of current short term construction contracts and bidding all construction work in 2020,
there is a risk that 2020 learning curves with CNJV will be lost, and if a new construction contractor is
selected there will be an overlap of construction contractors for 6-8 months with higher administration
Long Term Construction Young,
R-3281
Contracting
and field monitoring which Arrow is not resourced for, delay of learning curve with new contractor and Guy
SIG LO SCH ↔
inability to realise long term efficiencies and innovations,
which could lead to erosion of cost benefit of competitive tendering process, schedule delay impacting
GSA promise and heightened OHS exposure.
As a result of visual amenity and HSE concerns, perception of wasted resource, environmental impact
(air quality and noise) and planned/unplanned shutdowns there is a risk of stakeholder concern caused Young,
R-3111 SGP Community Flaring Risk
by flaring which could lead to impact on land access, community and government and overall social Guy
SIG MED REP ↔
licence to operate.
As a result of delay to gaining QGC connection agreement and final tie-in (critical path), there is risk of
Meeting IDP production volumes Young,
R-3213
on PL253
delay to commissioning the Hopeland Pilot Pipeline, which could lead to failure to reach IDP production Guy
SIG MED NPV ↔
volumes on PL 253 (0.38 PJ required by Feb 2020, 1 year from PL grant), and putting PL253 at risk.
As a result of non-alignment with joint venture partner CleanCo, there is a risk of delay or inability to
Kogan PL194 Joint Venture with Young,
R-1365
CleanCo
produce from PL194 and the graticulated blocks of PL1053 (Warra) and PLa1052 (Macalister), which Guy
MED LO NPV ↔
could lead to missed revenue opportunity and non-compliance with tenure obligation
Inability to achieve continuous As a result of Arrow not achieving the targeted improvement pre-development and learning curve post
R-2632 improvement and Learning Curve development, UTC targets will not be met leading to increased cost Berry, Mike MED MED CPX ↔
targets for SGP

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3. Objectives of this review

The objective of this Execution Readiness Review is to provide an integrated,
independent TECOP assessment of the post FID embedment of the Project
Execution Plan, and the key questions to be answered is therefore whether the
project team is organizationally ready to execute the plans that have already
been assured by the previous PER and VARs, and to ensure that the action
close out is complete for FID 1 scope.

4. Scope of this review

4.1 Scope
This Execution Readiness Review is focuses on the Arrow organization and to
confirm that the project team;

 can deliver efficient flawless execution of the FID1 project scope related to
the Tipton, Daandine, David and Harry delivery points
 has embedded Target Zero and associated appropriate HSSE & SP
objectives and targets in project execution planning
 has established the organisational capability and plan to execute the FID1
scope
 has completed the rebaselining of the project (from 2018 base)
 that an appropriate change process has been completed to incorporate
changes (since Apr’18) into the current assured development premise noting
changes driven by shareholder are reflected in key project documents
 has closed out all actions from previous assurance reviews (VAR Apr’18,
PER Jul’18, VAR Aug’19) that are still relevant to the FID 1 scope
 is set up for success to meet the FID1 value delivery promise.

To achieve this the review team’s key focus will be to test the consistency of the
key project elements including;

 evaluating the plan to progress future phases in parallel with the execution of
FID1 scope
 Incorporation of Target Zero into Project execution planning
 assessing the risk management structure and that identified controls are
effective. Review Arrow assessment on residual risks to FID1 value
proposition.
 confirmation that the Technical Authorities, leadership and management
roles are assessed against the HSE Competency Requirements Table
(ORG-ARW-HSM-LRM-00022).
 review the adherence to the contracts and procurement plans, that the level
of maturity of HSSE in contractors is acceptable (i.e. equivalency of
standards in Mode 1 and 2 contractors), and that contractor readiness for
construction including scope specific risks, contractor controls, and process
for HSSE & SP evaluation of contractors for upcoming tenders are in place.
 Operations Readiness for Tipton, David & Daandine scope.

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 Production promise against plan on recent Arrow Surat wells / assets,

including incorporation of lessons learned.
 Approvals, Agreements & Permits readiness for first 2 years of execution
scope.
 Logistics planning and execution

Items out of scope for this review (can still be referred to if required to meet the
overall PER objective):

 Subsequent development phases

 decision on the full field development concept
 economic rationale and decision quality supporting FID 1
 economic justification for supporting later phases
 Commercial Agreements between Arrow and Third parties, such as the GSA
and Water Services Agreement (WSA)
 Status of Technical Authority (TA) assurance and PCAP close out

4.2 Key Dates

Issue pre-read material 10th July 2020

Virtual grounding with review team 16th July 2020

Review F2F/Virtual 29th to 31st July 2020

Day 1 Introduction, Interviews and clarifications

Day 2 Interviews, clarifications and closeout preparation

Day 3 Closeout report finalisation and reportout to Snr Arrow management

4.3 Participants
The participants to the SGP ERR are listed in the table below.

Name Role
Scott Hellewell (Brisbane) Integrated Activity Planning Manager (Project Services and
Controls)

Mr Wei Jianwu (Beijing) CNPC - Director of Surface Facility Department (Project

Delivery)

Mr Bai Jianhui (Beijing CNPC - Project Manager (Project Services and Controls)

Peter Young (Perth) Shell Project Manager Gorgon-Jansz (Project Delivery)

Mr Chen Jialun (Beijing) CNPC - Planning Manager (Planning and Economics)

Mr Guo Wenjun (Beijing CNPC - C&P Manager (Contracts and Procurement)

Mr Wang Qiang (Beijing) CNPC - C&P Manager (Contracts and Procurement)

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Name Role
Andy Marris (Perth) Shell - Crux Contracts and Procurement Manager (Contracts
and Procurement)

Rebecca Day (Perth) Shell - Contracts and Procurement Manager Non-operated

Venturers (Contracts and Procurement)

Mr Liu Zongyuan (Joe,

CNPC - Governance Office (Project Delivery, C&P)
Brisbane)

Mr Guo Peng (Lawrence,

CNPC - Governance Office (Cost, Planning and Economics)
Brisbane)

Don Stockton (Brisbane) Shell - Arrow Governance Team (HSSE)

Kevin Bennett (Perth) Shell - Arrow Governance Team (Project Delivery)

SGP Team
Guy Young SGP Business Opportunity Manager
Liang Gao General Manager Projects
Andrew Down SGP Project Manager – Execution
Tyrone Wilkinson Off-plot Execution Manager
Chris Lau SGP Project Controls Lead
Sarah Binks Risk & Assurance Lead
Nathan Blundell Front End Development Manager
Tony Carson SGP Lead Estimator
Will Nicholl Central Engineering Manager
Roy Horsham SGP Engineering Lead
Zhu Lijun Well Engineering Team lead
Ted Bergman Well Operations Manager
Cosmas Hiew TipEx Project Manager
Brad Jackman Senior OR&A Engineer
Mac Gordon ORA Manager
Peter Koay Lead Economist
Vikram Sharma Reservoir Engineering & Production Technology Manager
Zhou Mingping Manager Project Support & Excellence
Lauren Cunningham Finance Lead
Phil Skeet Development Planning Lead
David Wigginton Produced Water Manager
Garry Sellman C & SU Manager

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4.4 Key Documents

A list of documents to be provided as pre-read and to be made accessible to the
PER0 Team is included in Appendix B of this document.

4.5 Delivery
The Project Execution Readiness Review will undertake the following steps:

 Distribution of review input deliverables

 Virtual presentations by Project Team, including summary of key changes to
previous submissions and close-out of previous actions
 Review kickoff and additional grounding covering questions from virtual
presentations
 Interview prioritisation by the review team
 Interviews with Project Team
 Report drafting by the review team
 Alignment with Project Management
 Report finalisation
 Feedback/close-out
 Report issue

4.6 Close Out Report Content

The outcome for the PER0 is a presentation and close-out report from the PER0
Team to the Project Team and Arrow Energy Decision Executive (DE) and
Decision Review Board (DRB). This report is to detail the review findings and
recommendations against the scope of the PER0.

Recommendations from the review are to be categorised in terms of

“Importance” and “Urgency”. Importance categorises the potential impact of the
finding and/or recommendation and Urgency categorises the timeline for
resolution. Urgency categories used for the preceding VAR3 will be used for
consistency.

Importance Urgency
High Potential to significantly impact meeting project Within 1 mth
objectives
Medium Potential for significant impact/ enhancement of Within 3 mth
NPV through cost, schedule, revenue or (before 1st
reserves (>5%) disturbance)
Low Potential for impact /enhancement of NPV Within 6 mth
(<5%) (before IPF
construction)

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5. Definitions
The following definitions apply.

Term Definition
C&P Contracts and Procurement
C&SU Commissioning and Start Up
CGPF Central Gas Processing Facility
CSRA Cost and Schedule Risk Analysis
DG4 Decision Gate 4
DRB Decision Review Board
ESAR Estimate and Schedule Assurance Review
FCS Field Compression Facility
FEED Front End Engineering Design
FID Financial Investment Decision
GSA Gas Sales Agreement
HP High Pressure
HSE Health Safety Environment
IJV Integrated Joint Venture
IPF Inlet Processing Facility
LP Low Pressure
MoM Minutes of Meeting
MP Medium Pressure
O&M Operations and Maintenance
OAP Opportunity Assurance Plan
ORP Opportunity Realisation Process
OR&A Operations Readiness & Assurance
PCAP Project Controls Assurance Plan
PER Project Execution Review
SGP Surat Gas Project
TECOP Technical Economic Commercial Organisational
Political/Societal
TOR Terms of Reference
VAR Value Assurance Review
WBS Work Breakdown Structure

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6. Document Administration
This document has been created using ORG-ARW-IMT-TEM-00005 v4.0

Revision history
Revision Revision Date Revision Summary Author

29 Jun 1.0 Issued for Use Guy Young

13 Jun 20 0.1 Draft Guy Young

Controlled document location

Uncontrolled

Related documents
Document Number Document title

ORG-ARW-PMC-GUI-00002_3.0 Project Guide 02a Assurance

ORG-ARW-PMC-GUI-00003_3.0 Project Guide 02b Project Execution Review

Acceptance and release

Author
Position Incumbent Release Date
SGP Project Manager –
Andrew Down
Execution

Stakeholders and reviewers

Position Incumbent Review Date
Surat Front End Development
Nathan Blundell
Manager
Off-plot Execution Manager Tyrone Wilkinson

SGP Project Controls Lead Chris Lau

GM Wells & Access Delivery Mike Berry

GM Operations Support Peter Argument

Approver(s)
Position Incumbent Approval Date

GM Projects Gao Liang

SGP BOM Guy Young

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Appendix A: Supporting Documents

In addition to documents submitted with the FID1 SP in Nov 2019 the followup deliverables
will be provided as prereading in advance of the review.

1 - Project Overview / Project Premise

Project Premise Document Pan SGP
Financial Management – Contingency Management Process, AFE Strategy and MOA Pan SGP
Project Controls - Management of Change Process (incl MOC register), Value
Pan SGP
Tracking & Improvement Plan
7 - Project Execution Plan
SGP FID1 Project Exection Strategy (update to new scope) FID1
Off Plot Project Execution Strategy
PCAP - Basin wide FID1
PEP - Inlet Processing Facility FID1
PCAP - Inlet Processing Facility FID1
PEP - Water Treatment Plant FID1
PCAP - Water Treatment Plant FID1
PEP - Off plot (Supply active project as example) FID1
PCAP - Off plot (Supply active project as example) FID1
SGP FID1 Quality Plan FID1
Technical Integrity Verification Plan FID1
SGP FID1 Risk Register - Execute Phase FID1
Note:
1) Construction element shall be addressed in individual PEP.
2) Brownfield, PAS (including Control Room) and Telecommunications Locations
PEP's will not be included in Execution Readiness Review Package.
3) Off plot (Supply active project as example).
Technical
All SGP FID1 Basis for Design's (new & updated scopes) FID1
Access and Approval Process FID1
GHG & EM Plan (update) FID1
WRFM assessment and improvement plan (including a technology plan) FID1
8 - Contract Plans for Execute
Contract Plan FID1
Procurement & Logistic Plan FID1
10 - Cost and Schedule
SGP FID-1 Basis of Schedule FID1
Level 1 Schedule Off-plot, LPH and road FID1
Level 2 Schedule Water (including Power supply) FID1
Level 2 Schedule Brownfield Scope (Tipton Optimisaiton & Daandine Letdown
FID1
Facilitiy)
Level 2 Schedule Greenfield (IPF, Telecom and PAS) FID1
SGP FID 1 level 1 Schedule (Delivery points based, including drilling, offplot &
FID1
faclilites)

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14- Operations Readiness

Commissioning and Start-Up (CSU) Plan FID1
Operations Readiness Plan FID1
SGP Implimentation Plan Pan SGP
Project to Asset (P2A) Transfer Plan, (confirm in place) Pan SGP
15 - Arrow Energy Capabilities
Project Execution Organisation Chart and Resourcing Plan FID1
17 - Health, Safety & Security (ALARP Demonstration)
ALARP Demonstration Position at FID1 commencement FID1
HSE Plan FID1
20 - Opportunity Assurance Plan
Opportunity Assurance Plan Pan SGP
Collabration Opportunities Pan SGP

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