March 6, 2017 the Registrar National Electric Power Regulatory Authority (NEPRA), NEPRA Office Building, Sector G~5/1, Ataturk A
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March 6, 2017 The Registrar National Electric Power Regulatory Authority (NEPRA), NEPRA Office Building, Sector G~5/1, Ataturk Avenue (East), Islamabad Subject: APPLICATION FOR A GENERATION LICENSE I, Ahmed Ebrahim Hasham, Chief Executive Officer, being the duly authorized representative of Mehran Energy Limited ("MEL") by virtue of Resolution of Board of Directors dated January 28, 2017, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License to HPPL pursuant to Section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. I certify that the documents-In-support attached with this application are prepared and submitted in conformity with the provisions of the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, and 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 nue and correct to the best of my knowledge and belief. A Bank Draft No. 03150847 dated February 06,2017 drawn on Bank Al-Habib Limited, in the sum of Rupees 292,896/~ (PKR Two Hundred Ninety Two Thousand Eight Hundred Ninety Six) and a Pay Order No. 01558145 dated March 03, 2017 drawn on Banklslami Pakistan Ltd. Rupees 832/~ (PKR Eight Hundred Thirty Two only), being the non-refundable license 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 . .~_" Yours faithfully For Mehran Energy Limited Ahmed Ebrahim Hasham Chief Executive Officer Executive Tower, Dolmen City, 14-S, 14th Floor, HC-3, Slock-4, Marine Drive, Clifton, Karachi-75600, Tel (92-21)35297814-7, Fax (92-21)35297818,35297827 Il1srn(i'i)mehransue:ar.com . www.rnehransuasr.com EXTRACTS OF THE RESOLUTIONS OF BOARD OF DIRECTORS OF MEHRAN ENERGY LIMITED PASSED IN THEIR MEETING HELD ON JANUARY 28, 2017 AT REGISTERED OFFICE OF THE COMPANY SITUATED AT EXECUTIVE TOWER, DOLMEN CITY, 14-B, 14THFLOOR, BLOCK-4, MEHRAN DRIVE CLIFTON, KARACHI. The Board of Directors of MEHRAN ENERGY LIMITED a public limited company duly formed and registered in the Islamic Republic of Pakistan having incorporation No. A022480 (the Company) and having its registered office at Executive Tower, Dolmen City, 14-B, 14th Floor, Block-s, Mehran Drive Clifton, Karachi, in their meeting held on January 28, 2017, passed the following resolutions: UNANIMOUSLY RESOLVED that the Company should approach National Electric Power Regulatory Authority (NEPRA) for Generation License under the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. Further Resolved, that Mr. Ahmed Ebrahim Hasham, Chief Executive and Mr. Muhammad Hanif Aziz, Company Secretary, of the Company be and are hereby jointly and singly authorized to do any or all of the following acts, deeds and things, on behalf of the Company, in connection with this application to be filed with NEPRA under the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997 and the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999: • Represent the Company before NEPRA, and in doing so perform all lawful acts, deeds and things, including but not limited to filing, signing, presenting, modifying, amending, withdrawing applications and other documents, responding to any queries and meeting any objections, receiving notices and documents; and • Do all acts, deeds and things, which are ancillary and incidental to the afore-said purposes. .i~"'", '" .~\~'lo,~~~_::".'..':~ .:' .~.- Executive Tower, Dolmen City, 14-B, 14th Floor, HC-3, Block-4, Marine Drive, Clifton, Karachi-75600, Tel (92-21}35297814-7, Fax (92-21}35297818, 35297827 www.mehransugar.com Further Resolved, that extracts of this resolution be provided to the NEPRA with the sealj stamp duly affixed thereon. ~h~<-d. L.:.L..,,_1.. - Ahmed Ebrahim Hasham Chief Executive February 7, 2017 Executive Tower, Dolmen City, 14-B, ia" Floor, HC-3, Block-4, Marine Drive, Clifton, Karachi-75600, Tel (92-21)35297814-7, Fax (92-21)35297818,35297827 www.mshransusar.com A022480 SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN SEep COMPANY REGISTRATION OFFICE, KARACHI CERTIFICATE OF INCORPORATION [Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)] Corporate Universal Identification No. 0103107 I hereby certify that MEHRAN ENERGY LIMITED is this day incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by shares. Given under my hand at Karachi this Twenty Sixth day of October, Two Thousand and Sixteen. Incorporation fee Rs. 410,500/= only. ,;;~;,,:,:,,7 _~"._-------- ,,"1"/ ... ~" / ....~.'~ (~~7!/~~::/····· _/ (Zi~ul,:Rasheed Abbasi) JoiilfRegistrar of Companies Karachi THE COMPANIES ORDINANCE 1984 (A Company Limited By Shares) MEMORANDUM OF ASSOCIATION OF MEHRAN ENERGY LIMITED I. II. III. The objects for which the Company is established are to undertake any or all of the following business in and outside Pakistan. 1. To establish, erect, setup, construct, equip, operate use, manage, maintain and run electric power generating projects and transm ission systems for generating power by using wind, fuel, nuclear, thermal, geothermal power station, solar, hydro, coal, steam, indigenous bagasse and/or any other alternative, renewable energy sources and bio-energy to generate electricity and in this regard establish power grid station, switching, conversion, and transmission facilities, grid stations, cables, overhead lines, sub-stations, switching stations, tunnels, cable bridges, link boxes, heat pumps, plant and equipment, transmission towers, buildings, workshops and other facilities as may from time to time be necessary for the attainment of the objects of the company. 2. To carry on the business of establishing operating and managing Electric Power Generating Projects and transmission systems for generating and supplying Electric Power and to manufacture, assemble, acquire and supply all necessary power stations, transmission systems cables, wires, lines, accumulators, lamps and works to generate, accumulate, distribute and supply electricity to customers, both public and private, including but not limited to cities, towns, streets, docks, market theaters, buildings, industries, utilities and places both public and private and for tall other purposes for which energy can be employed. 3. To generate, produce and sell power to utility companies, power distribution networks and organizations in the power sector, within and outside the country. 4. To setup, operate and manage one or more power plants in order to generate, sell and supply electricity to industrial and other consumers, through distribution networks established, owned and operated by the company itself or by any other person, corporate body, autonomous or semiautonomous corporation or authority or local body, and for that purposes to acquire land, whether freehold or leasehold, machinery and equipment, and construct, install, operate and maintain thereon power houses, civil and mechanical works and structures, grid stations, transmission towers power lines, buildings, workshops and other facilities as may from time to time be necessary for the attainment of the objects of the company. , 5. To enter into any arrangements with the Government of Pakistan or any local government or with any supreme, national, municipal or local authority, or with any person and place where the Company may have interest that may seem conducive to the Company's objects, or any of them in any mode and to obtain from such government or authority, or other persons any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. 6. To produce, refine, sell, supply, market, distribute, transport and otherwise dispose of crude oil, condensate LPG, NGL and Natural Gas and refinery gases and by- products pursuant to any of the objects mentioned in this Memorandum for domestic, commercial or industrial uses or for lighting healing power generation or any other purposes whatsoever. 7. To undertake business in the areas relating to hydel, thermal, solar, energy and wind power installations, controls, protection, communication and instrumentation system for power plant, substations, industrial installation and pumping compressor stations, energy conversion system. 8. To offer and to engage in supply, implementation and installation of EHV and HV transmission lines, medium and low voltage overhead and underground distributions network, high voltage underground cables, and low voltage AC and DC installations, rectifier, capacitor installations and consumer services. 9. To act as electrical/mechanical/civil work contractors to local and foreign Governments, agencies, authorities, municipalities, autonomous corporations, private and public companies in power sector. 10. To borrow, procure, raise money in local or any foreign currency from banks, financial institutions, non-banking finance companies, group company(ies) and or avail finances under any Islamic financing scheme and to borrow, procure, or to secure the money in such manner as the Company may deem fit and particularly by mortgage or hypothecation of