Dawood Lawrencepur : Notice of Extraordinary General Meeting

Notice of Extraordinary

General Meeting

DAWOOD LAWRENCEPUR LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given to the shareholders of Dawood Lawrencepur Limited ("DLL") that an extraordinary general meeting of DLL will be held on October 17, 2022 at 2:00 PM at the Dawood Foundation Business Hub, Ground Floor, Dawood Centre, M.T. Khan Road, Karachi and via video link facility to transact the following business:

SPECIAL BUSINESS:

To consider and, if deemed fit, to pass with or without modification, the following special resolutions in terms of Section 199 of the Companies Act, 2017 (including any amendment thereto or re-enactment thereof) (the "Act"), in order to amend the Sponsor Support Agreement dated March 11, 2015 entered into by DLL (as the sponsor of Tenaga Generasi Limited ("TGL")) with, inter alios, TGL as the Company, Dawood Corporation (Private) Limited ("DCPL") as the Parent, Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited) as the Intercreditor Agent, Citibank, N.A., Karachi Branch as the Onshore Security Trustee and Citibank, N.A., London Branch as the Offshore Security Trustee (the "SSA") in relation to TGL's 49.5 MW wind power project at Khutti Kun, Mirpur Sakro, Thatta, Province of Sindh, Pakistan (the "Project") in order for TGL to achieve the "Project Completion Date" under the Common Terms Agreement dated March 11, 2015 entered into by TGL with, inter alios, International Finance Corporation, U.S. International Development Finance Corporation (formerly known as Overseas Private Investment Corporation), the Commercial Facility Financiers, the Commercial Facility Arranger, the Commercial Facility Agent, the Intercreditor Agent, the Onshore Security Trustee, the Offshore Security Trustee, the Onshore Account Bank and the Offshore Account Bank (each as defined therein and together as the "Finance Parties"), as amended, restated, supplemented, novated or otherwise modified from time to time (the "CTA");

Pursuant to the SSA, DLL (as the sponsor of TGL) agreed, inter alia, to: (i) pay TGL an amount up to the

lesser of: (a) the amount of such deficiency which is required by DLL to be paid to TGL; or (b) the available contingency commitment amount (in any case, such amount (including any amount which DLL has already paid to TGL as the contingency commitment) shall not exceed USD 13,000,000/- (United States Dollar Thirteen Million only)) if TGL fails to meet its payment obligations, as and when they fall due, under its respective transaction documents in relation to the Project until the Project Completion Date (the "Contingency Commitment") and accordingly on the achievement of the Project Completion Date, DLL shall be released from such payment obligations under the SSA; and (ii) maintain shareholding in TGL up to: (A) at least fifty-one percent (51%) until the Project Completion Date; and (B) at least twenty-six percent (26%) following the Project Completion Date till such time as required as per the terms of the respective transaction documents in relation to the Project (the "Maintenance of Shareholding"). Whereas, through execution of a waiver letter which is to be executed by, inter alios, DLL, TGL and DCPL (as the parent company of DLL), the SSA shall be amended to the extent that: (i) the Contingency Commitment shall be extended up to July 31, 2023; and (ii) the restriction on the Maintenance of Shareholding shall be modified to the extent that: (A) until July 31, 2023, DLL shall maintain at least fifty-one percent (51%) shareholding in TGL; and (B) following July 31, 2023, DLL shall maintain at least twenty-six percent (26%) shareholding in TGL till such time as required as per the terms of the respective transaction documents in relation to the Project:

"RESOLVED THAT subject to grant of all approvals and consents, as required under applicable law, including the Act, in order for TGL to achieve the Project Completion Date under the CTA, the SSA shall be amended, by way of execution of a waiver letter which is to be executed by TGL, DLL (as the sponsor of TGL) and DCPL (as the parent company of DLL), and acknowledged by the intercreditor agent acting for, and on behalf of, the Finance Parties, where:

1. the payment obligations of DLL (as the sponsor of TGL) under the SSA of an amount in aggregate up to the lesser of: (A) the amount of such deficiency which is required by DLL to be paid to TGL; or (B) the available contingency commitment/amount (in any case, such amount (including any amount which DLL has already paid to TGL as the contingency commitment) shall not exceed USD 13,000,000/- (United States Dollar Thirteen Million only)) if TGL fails to meet its respective payment obligations, as and when they fall due, under its respective transaction documents in relation to the Project shall be extended until July 31, 2023; and

01

1. the restriction on DLL to maintain at least fifty-one percent (51%) shareholding in TGL shall be extended up to July 31, 2023, and accordingly, following July 31, 2023, DLL shall maintain at least twenty-six percent (26%) shareholding in TGL till such time as required as per the terms of the respective transaction documents in relation to the Project,

accordingly, on the occurrence of July 31, 2023, DLL (as a sponsor of TGL) shall be released from its above said payment obligations with respect to the contingency commitment and the restriction to maintain at least fifty-onepercent (51%) shareholding in TGL, provided that DLL shall maintain at least twenty-sixpercent (26%) shareholding in TGL after July 31, 2023 and correspondingly, the SHA shall be amended to make it consistent with the Amendments to SSA, and the PCD Waiver Letter (including the Amendments to SSA) and the Amendments to SHA are collectively hereinafter referred to as the "PCD Transaction Documents").

FURTHER RESOLVED THAT the terms of the PCD Transaction Documents including, as applicable, any amendments, supplements and/or restatements thereto and any other agreement, deed, notice, instrument, document, certificate, acknowledgement or other ancillary document or instrument required to be issued or executed in respect thereof or ancillary thereto, from time to time) (the "PCD Transaction Instruments") and the transactions contemplated by the PCD Transaction Instruments are approved, and the shareholders of DLL hereby authorize, affirm, ratify and approve the entry into, signing, execution, delivery of, and performance of the transactions and obligations contemplated by the PCD Transaction Instruments and all acts necessary and incidental to the aforesaid, for and on behalf of DLL.

FURTHER RESOLVED THAT any two of the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of DLL in each case (the "Authorized Signatories"), be and are hereby jointly authorized and empowered to enter into, sign, execute and deliver and perform obligations under the PCD Transaction Instruments, for and on behalf of DLL, and to take all actions and to do all such acts, deeds and things as may be necessary and/or expedient for and on behalf of DLL in relation to the above resolutions or in furtherance thereof, including but not limited to: (i) signing, execution, filing and registration of all required forms, documents, affidavits and instruments on behalf of DLL as required to be filed with any competent authority under applicable law, (ii) appearance before any other competent authority, (iii) seeking approvals and consents as required under the PCD Transaction Instruments and/or applicable law, (iv) payment of any fees, costs, charges and expenses in relation to the implementation of the above resolutions; and (v) taking of all such steps and actions for the purposes of completing the transactions contemplated under the PCD Transaction Instruments and implementing the resolutions herein, and giving full effect thereto and complying with all other obligations as may be necessary under applicable law."

Statements of material facts pursuant to Section 134(3) of the Companies Act, 2017 (Act) are annexed to the notice of meeting sent to the members.

	By Order of the Board
Karachi,	Imran Chagani
Dated: September 19, 2022	Company Secretary

01

NOTES:

1. Coronavirus contingency planning for Extraordinary General Meeting (EGM) of shareholders:
   In the wake of prevailing situation due to COVID-19, DLL intends to convene this extraordinary general meeting ("EGM") with minimal physical interaction. DLL has therefore made arrangements to ensure that all participants, including shareholders, can also participate in the EGM proceeding via video link. EGM can be attended using smart phones/tablets/computers while ensuring compliance with the quorum requirements and requests the Members to consolidate their virtual attendance and voting at the EGM through proxies. We recognize that our shareholders value the EGM as an opportunity to engage with the Board; however, DLL must ensure to put safety first and protect all stakeholders in these exceptional circumstances.
   Furthermore, the Members who are willing to attend and participate in the EGM can do so through video-link. To attend the EGM through video-link, Members are required to register their particulars by sending an email at [e-mail]. The Members registering to connect through video-link facility are required to mention their Name, Folio Number and Number of Shares held in their name in the email with subject "Registration for DLL's EGM". Video link and login credentials will be shared with the Members whose emails, containing all the required particulars, are received at the given email address at least 24 hours before the time of the EGM. The Members can also send their comments and questions for the agenda items of the EGM on the email address mentioned above.
   Members are therefore, encouraged to attend the EGM through video link or by consolidating their attendance through proxies.
2. Closure of Share Transfer Books:
   The Share Transfer Books of DLL will remain closed from October 11, 2022 to October 17, 2022 (both days inclusive). Transfers received in order at the office of DLL's Share Registrar, Messrs. CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahra-e-Faisal,Karachi-74400, by close of business on Monday October 10, 2022, will be considered in time to attend and vote at the EGM.
3. Participation in the EGM:
   All members, entitled to attend and vote at the meeting, are entitled to appoint another person in writing as their proxy to attend and vote on their behalf. Such proxy will have the right to attend, speak and vote in place of the member. A proxy need not be a member of DLL. A corporate entity, being member, may appoint any person, regardless of whether they are a member or not, as its proxy through resolution of its board of directors.
   In case of corporate entities, a resolution of the board of directors / power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity shall be submitted to DLL along with a completed proxy form. Proxy Form in English and Urdu languages is attached.
   The proxy holders are required to produce their original valid CNICs or original passports at the time of the meeting.
   In order to be effective, duly completed and signed proxy forms must be received at DLL's Registered Office at least 48 hours before the time of the meeting and in default thereof, a proxy will not be treated as valid.
   CDC account holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.
   A. For Attending the Meeting
4. 1. In case of individuals, the account holders or sub-account holders whose registration details are uploaded as per the Regulations shall authenticate his/her original valid CNIC or the original passport at the above mentioned email address at least 48 hours before the EGM.

02