TriconBoston cino. - Private Limited The Registrar, National Electric Power Regulatory Authority Subject: Application for a Generation License TBCCPL-C 50MW Wind Power Project I, Nadeem Abdullah, Chief Executive Officer, being the duly authorized representative of TriconBoston Consulting Corporation (Private) Limited by virtue of board resolution dated 28 September 2015, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License to TriconBoston Consulting Corporation (Private) Limited pursuant to section 15 of the Regulation of Generation, Transmission and Distribution rl....of Electric Power Act, 1997. I certify that the documents-in-support attached with this application are prepared an submitted in conformity with the provisions of the National Electric Power Regulato Authority Licensing (Application and Modification Procedure) Regulations, 1999, an -- undertake to abide by the terms and provisions of the above-said regulations. I further undertake and confirm that the information provided in the attached documents-in-support is true and correct to the best of my knowledge and belief. A bank draft in the sum of PKR 280,640 (Pakistan Rupees Two I kindred Eighty Thousand Six Hundred Forty), being the non-refundable licence application fee calculated in accordance with Schedule II to the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. Date: 2nd October 2015 Nadeem Abdullah CEO Company Seal A Project of Sapphire Group Triconboston Consulting Corporation (Pvt.) Ltd. 7 - A/K. Main Boulevard, Clulberg H, Lahore -54000, Pakistan Phone: *92-42-111000-100 Pax: +9242-35788744 Contact: khaild [email protected] TriconBoston onsulting Corporation Private Limited EXTRACT OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF TRICONBOSTON CONSULTING CORPORATION (PRIVATE) LIMITED (THE "COMPANY") IN A MEETING HELD ON 28 SEPTEMBER 2015 AT 7-A/K, MAIN BOULEVARD, GULBERG II, LAHORE "RESOLVED, that the Company may file before the National Electric Power Regulatory Authority ("NEPRA"): (i) an application for generation license for the (approximately) 50 MW wind power project TBCCPL-C intended to be situated at Jhimpir, District Thatta, Sindh; and (ii) an application for unconditional acceptance of the upfront tariff approved by NEPRA vide its determination dated 24 June 2015 bearing reference no. NEPRA/TRF-WPT/2015/9512- 9514 (collectively, the "Applications"). FURTHER RESOLVED THAT Mr. Nadeem Abdullah, Chief Executive Officer and Mr. Khalid Aslam, Director Project are jointly and severally duly authorized to file the Applications (along with annexes) and any documents in support thereof, sign the necessary documentation, pay the necessary filing fees, appear and/or make any oral/written representations on behalf of the Company before NEPRA, and undertake or do any matter(s)/act(s) necessary or incidental thereto. FURTHER RESOLVED THAT in addition to Mr. Nadeem Abdullah and Mr. Khalid Aslam, the partners and associates of RIAA Barker Gillette (including Mr. Hasnain Naqvee and Mr. Nadir Altaf) shall also have the afore-stated power and authority" Certified that the above resolution: (i) was duly passed on September 28, 2015 in Lahore at a meeting of the Board of Directors of TriconBoston Consulting Corporation (Private) Limited held with the necessary quorum of directors; and (ii) has not been rescinded and remains in operation and that this is a true copy of the extract of the said resolution. Dated: 28 September 2015 Nadeem Abdullah Chief Executive 9 A Project of Sapphire Group Triconboston Consulting Corporation (Pvt.) Ltd. 7 - A/R, Main Boulevard, Gulberg 11, Lahore - 54000, Pakistan Phone: +9242-111-000-100 Pax: +92-42-35788744 Contact: libalid.aslamOsaophire.com.pk SECURITIES AND EXCHAKE COMMISSION OF PAKISTAN OMPAISV REGIS'INATION OM 1, LAHORE CERTIFICATE OF INCORPORATION I littict. section «4 m Companies Ordinance, 1984 (XI ,VII of 1984)1 Corporate Universal Iklentitication NO.0080068 they rt 6,m TRICONBOSTON CONSULTINC CORPC)RATION (PVT.) LIMITED is this day incorporated under the Comnanies Ordinance, 1984 (XI,VII of I 984) and that the company is limited by Shares (Men under my hand it Lahore this "fhirtieth iy or August. Ifv,nƒ 6+n and 'twelve, Fee ICs2 0110/- LI DOLLA) TRAR CO/I. WES ';:r7ATION OFFLCE No..11(1, / i4,4;71V. ANNEX F - MEMORANDUM AND ARTICLES OF ASSOCIATION [SECP certified Memorandum of Association/Articles] \ cc) 'q.c.s'mo cs=x- N.c:n THE COMPANIES ORDINANCE, 1984 (COMPANY LIMITED BY SHARES) Memorandum of Association of TRICONBOSTON CONSULTING CORPORATION (PRIVATE) LIMITED. I. The name of the Company is "TRICONBOSTON CONSULTING CORPORATION (PVT.) LTD". II. The Registered Office of the Company will be situated in the Province of Punjab. The objects for which the Company is established are all or any of the objects set out or Stated in the following 1. To carry on all or any of the businesses of generating, purchasing, importing, transforming, converting, distributing, supplying, exporting and dealing in electricity and all other forms of energy and products or services associated therewith and of promoting the conservation and efficient use of electricity and to perform all other ac L.6 which are necessary of incidental to the busine6s of elechicity generation, transmission, distribution and supply. 2. To locate, establish, construct, equip, operate, use, manage and maintain Wind Power plant, Solar power plants, thermal power plants, coal fired power plants, power grid station, transforming, switching, conversion, and transmission facilities, grid stations, cables, overhead lines, sub-stations, switching stations, tunnels, cable bridges, link boxes, heat pumps, plant and equipment for combined heat and power schemes, offices, computer centres, shops, dispensing machines for pre-payment cards and other devices, showrooms, depots, factories, workshops, plants, printing facilities, warehouses and other storage facilities. 3. To carry on all or any of the businesses of power generation, importers, exporters, suppliers, distributors, designers, developers, manufacturers, installer, filters, testers, repairers, maintainers, contractors, constructors, operators, users, inspectors, reconditioners, irnprovers, alterers, protectors, removers, hirers, replacers, importers and exporters of and dealers in, electrical appliances, systems, products and services used for energy conservation, equipments, machinery, materials and installations, including but not limited to cables, wires, meters, pylons, tracks, rails, pipelines and any other plant, apparatus equipment, systems and things incidental to the efficient generation, procurement, transformation, supply and distribution of electricity. 4. For the purposes of achieving the above objects, the company is authorized:- (1) to purchase/import raw materials and allied items required in connection thereto in any manner the company may think fit; (2) to do and perform all other acts and things as are incidental or conducive to the attainment of the objects of the company; (3) to own, establish or have and maintain shops, branches and agencies all over Pakistan or elsewhere for sale and distribution of cables, wires, meters, pylons, tracks, rails, pipelines and any other plant, apparatus equipment, systems and things incidental to the efficient generation, procurement, transformation, supply and distribution of electricity; (4) to make known and give publicity to the business and products of the company by such means as the company may think fit; (5) to purchase, acquire, protect, renew, improve, use and sell, whether in Pakistan or elsewhere any patent, right, invention, license, protection or concession which may appear advantageous or useful to the company for running the business; (6) to pay all costs, charges and expenses, if any, incidental to the promotion, formation, registration and establishment of the company; (7) to borrow and arrange the repayment of money from banks/financial institutions or any lawful sources whether in Pakistan or elsewhere and in such manner as the company may think fit, including the issue of debentures, preference shares, bonds, perpetual or otherwise charged upon the whole or any part of the company's property or assets, whether present or future, and to purchase, redeem or payoff such securities; (8) to purchase, hold and get redeemed shares, debentures, bonds of any business, company, financial institution or any Government institutions; (9) to guarantee the performance of contracts, agreements, obligations or discharge of any debt of the company or on behalf of any company or person in relation to the payment of any financial facility including but not limited to loans, advances, letters of credit or other obligations through creation of any or all types of mortgages, charges, pledges, hypothecations, on execution of the usual banking documents or instruments or otherwise encumbrance on any or all of the movable and immovable properties of the company, either present or future or both and issuance of any other securities or sureties by any other means in favour of banks, Non-Banking Finance Companies (NBFCs) or any financial institutions and to borrow money for purpose of the company on such terms and conditions as may be considered proper. 5. Notwithstanding any thing stated in any object clause the company shall obtain such other approval or license from competent authority as may be required under any law