7-11.3, Alit Avenue, Ciulberg 5, S2 HYDRO LIMITED Lahore, Pakistan. Tel +92 (42) 3 576 0381 Fax +92 (42) 3 576 0376 Web www.sura).com February 8, 2018 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, Ahsan Bashir, Director, being the duly authorized representative of S2 Hydro Limited S("S2H"), by virtue of Resolution of Board of Directors dated January 24, 2018, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License to S2H 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 true and correct to the best of my knowledge and belief. A Bank Draft No. 3312739 dated 30th January 2018, drawn on MCB Bank Limited, in the sum of Rupees 229,320/- only (PKR Two Hundred and Twenty Nine Thousand, Three Hundred and Twenty Only), and a Pay Order No. 9143710 dated 8th February 2018, drawn on Faysal Bank Limited, in the sum of Rupees 72/- only (PKR Seventy 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 herewith. Yours faithfully For S2 Hydro Limited offo, LAHOREig A th Ahsan B Director 7-B-V, Aziz Avenue, Gulberg 5, S2 HYDRO LIMITED Lahore, Pakistan. Tel +92 (42) 3 576 0381 Fax +92 (42) 3 576 0376 EXTRACTS OF THE RESOLUTIONS OF BOARD OF DIRECTORS OF S2 HYDRO LIMITED PASSED IN THEIR MEETING HELD ON JANUARY 24, 2018 AT LAHORE, PAKISTAN The Board of Directors of S2 Hydro Limited, a company, duly formed and registered in the Islamic Republic of Pakistan, having incorporation no. A010925 (the "Company") and having its registered office at 7-B-V, Aziz Avenue, Gulberg 5, Lahore, Pakistan, in their meeting held on January 24, 2018, 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. Ahsan Bashir, Director of the Company be and is hereby 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. Further Resolved that extracts of this resolution be provided to the NEPRA with the Company seal affixed A010925 SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN COMPANY REGISTRATION LAHORE CERTIFICATE OF INCORPORAT1 I hereby rxrtify that S2 VIVO LIMITED is this day incorporaled under the Companies Ordinance. 1 984'OCI.M.1 of 19841 and that the company is Limited by Shares. Given under may hand this Meaty Second day of Fehrisariv. Two Thousand and Sixteen. Fee Rs..332,000/- NT R STRAP. PANIES PANY REGISTR TION OFFICE LAHORE. Nn.ARL% 2-4I DATED: 224)2-2016 The Companies Ordinance, 1984 (Company Limited by Shares) MEMORANDUM OF ASSOCIATION OF S2 HYDRO LIMITED I. NAME: The name of the Company is "S2 Hydro Limited" IL REGISTERED OFFICE: The Registered Office of the Company will be situated in the Province of Punjab. ILL OBJECTS: eel 7:191stre The Objects for which the Company is established are: () hore 46 0 1. To design. construct, own, operate, invest, run, build and ma *n generation complexes for hydel, solar, wind, coal, bio-gas and th en =.-p any part of Pakistan arid to carry on the business of clectricit ne transmission and distribution subject to permission from NEPRA/oth .tt.; authorities. , Costrti 2. To provide advisory, consultancy, operational and maintenance (0 & M) sere whatsoever in nature, including but not limited to operational, technical etc. to power projects, hydel, coal, bio-gasthermal, solar, wind or otherwise. 3. To set up undertakings for eleetricityipower generation plants and to generate, accumulate, distribute, sell and supply electricity/power for all purposes and to sell electricity to WAPDA under agreement with Government of Pakistan or to any other consumer as permitted under the law subject to permission from NEPRA'other regulatory authorities. 4. For the purpose of achieving the above objects, the Company is authorized:- i) To borrow or raise money by means of local and foreign currency loans from scheduled banks, industrial banks, investors, private equity and financial institutions including HBFC and other specialized institutions or non-bank finance companies for the purpose of purchase, manufacture, market, supply, export and import of machinery, development of real estates, construction 1 activities and improvements, repair and renovations of buildings, warehouses, factories, sheds. offices, hospitals, ports, parks, entertainment and recreation areas, industrial zones, bridges, flyovers and sub-ways, roads, highways and motorways, high rise residential and commercial complexes, residential towns, building and for the purpose of working capital or for any other purpose. ii) To arrange money by issue of debentures, debenture stock, perpetual or otherwise convertible into shares and to mortgage, or charge the whole or any part of the property or assets of the Company, present or future, by special assignment or to transfer or convey the same absolutely or in trust as may seem expedient and to, purchase, redeem or payoff any such securities. iii) To purchaseiimport raw materials, machinery, equipment and allied items • required in connection thereto in any manner the company may think fit; fe- To purchase, take on lease or in exchange, hire, apply for or otherwise acquire and hold for any interest, any rights, privileges, lands, buildinveg- trademarks, patents, patent rights, copyrights, licences, / stock-in-trade and any movable and immovable property of 4I1 or convenient for the purposes of or in connection with the flu pa or any branch or department thereof and to use, exercise, d in respect of or otherwise turn to account any property, n so acquired, subject to any permission required under the la To open accounts with any Bank or Banks and to draw, make, ac execute, issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants, deposit notes, debentures, letter of credit and other negotiable instruments and securities. vi) To own, establish or have and maintain shops, branches and agencies all over Pakistan or elsewhere of the products of the company. vii) To acquire by concession, grant, purchase, barter, licence either absolutely or conditionally and either solely or jointly with others any lands, buildings. machinery, plants, equipment, privileges, rights, licences, trademarks, patents. and other movable and immovable property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account, subject to any permission as required under the law. viii) To invest surplus money of the Company in shares, stocks or securities of any company, debentures, debenture stocks or in any investments, short term and long term participation, term finance certificates or any other government securities in such manner as may from time to time be decided by the directors, without indulging non-banking finance business, banking business or an investment company or any other any unlawful business. 2 ix) To guarantee the performance of contracts, agreements, obligations or discharge of any debt of the company subject to the provisions of section 195 of the Companies Ordinance, 1984 in relation to the payment of any financial facility including 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 mean in favour of banks, Non-Banking Finance Companies (NBFCs) or any fmancial institutions and to borrow money for purpose of the company on such terms and conditions as may be considered proper. x) To purchase, hold and get redeemed, debentures, bonds of any company, financial institution or any Government institutions; xi) To enter into arrangements with the government or authority (supreme, municipal, local or otherwise) or any corporation, company, or persons that may seem conducive to the Company's objects or any of them and to any such government, authority, corporation, company or pers contracts, rights, privileges and commission which the Co desirable and to carry on exercise and comply with any such decrees, rights, privileges and concessions. xii) To act as representatives. for any person. firm or company a perform sub-contracts, and also act in the business of the C by means of agents, sub-contractors and to do all or any of the herein in any part of the world and either alone or in collaborati and by or through agents.