Hub Power : Notice of Extraordinary General Meeting

Notice of the Extraordinary

General Meeting

The Hub Power Company Ltd.

09th Floor, Ocean Tower, Block-9, Main Clifton Road, Karachi, Pakistan T [phone], 3583 9018 F+9221 3587 0397

THE HUB POWER COMPANY LIMITED

NOTICE OF THE EXRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting ("EOGM") of the Hub Power Company Limited ("the Company") will be held on Monday, February 20, 2023 at 10:00am at Marriott Hotel, Karachi to transact the following business:

A. SPECIAL BUSINESS

1. Ratification of the waiver to hold EOGM on short notice.
2. Approval for extension of the Company's obligations under the Completion Guarantee with respect to China Power Hub Generation Company (Private) Limited.

To consider and if thought appropriate, to pass with or without modification, the following resolution as special resolution:

"RESOLVED THAT the approval of the members of the Company be and is hereby accorded in terms of Section 199 of the Companies Act 2017 to extend the Company's debt service undertaking obligations under CPHGC's financing documents specified under the Completion Guarantee (CG) dated 24 October 2017, as amended and restated from time to time, , until the financing received by CPHGC from its lenders is fully repaid.

"FURTHER RESOLVED THAT, , the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the Company Secretary, acting jointly or severally are authorized to negotiate and to do all necessary acts including, but not limited to, executing any and all documents, deeds, undertakings etc. for the purpose of the aforementioned resolutions.".

B. OTHER BUSINESS

1. To transact any other business with the permission of the Chair.

By Order of the Board

Date: February 15, 2023	Faiza Kapadia Raffay
Place: Karachi	Company Secretary

NOTES:

1. All members are entitled to attend and vote at Meeting.
2. The Share Transfer Books of the Company will remain closed from February 16, 2023 to February 20, 2023 (both days included).
3. A member entitled to attend and vote at the meeting may appoint a proxy in writing to attend the meeting and vote on the member's behalf. A Proxy need not be a member of the Company.
4. Duly completed forms of proxy must be submitted with the Company Secretary at the Head Office of the Company not later than 48 hours before the time appointed for the meeting. v. Shareholders (Non-CDC) are requested to promptly notify the Company's Registrar of any change in their addresses and submit, if applicable to them, the Non-deduction of Zakat Form CZ-50 with the Registrar of the Company M/s. Famco Associates (Pvt.) Ltd, 8F, Next to Hotel Faran, Nursery, Block 6, PECHS, Shahra-e-Faisal, Karachi. All the Shareholders holding their shares through the CDC are requested to please update their addresses and Zakat status with their Participants. This will assist in the prompt receipt of Dividend.

A. For Attending the Meeting

1. In case of individuals, the Account Holders of Sub-account Holders and / or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate their identity by showing original Computerized

National Identity Card (CNIC) or original passport at the time of attending the Meeting.

1. In case of a corporate entity, the Board of Directors resolution / Power of Attorney with specimen signature of the nominee shall be produced (if it has not been provided earlier) at the time of attending the Meeting.

B. For Appointing Proxies

1. In case of individuals, the Account Holders of Sub-account Holders and / or the persons whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit their proxy forms as per the above mentioned requirements.

1. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be stated on the form.

1. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be provided with the proxy form.

IV.	In case of a corporate entity, the Board of Directors resolution / Power of Attorney
	with specimen signature shall be submitted (unless it has been provided earlier) along
	with proxy form to the Company.

C. Consent for Video Conference Facility

1. In compliance with Section 134(1)(b) of the Companies Act, 2017, if the Company receive consent from members holding aggregate 10% or more shareholding residing

at geographical location to participate in the meeting through video link facility at least 10 days prior to the date of general meeting, the Company will arrange video link facility in that city. To avail this facility, please provide following information and submit to registered address of the Company.

1. The Company will intimate members regarding venue of video conference facility at least 5 days before the date of the general meeting along with complete information necessary to enable them to access the facility.
   I/We, ____________________ of _____________ being a member of The Hub Power Company Limited, holder of __________ Ordinary Shares as per Register Folio No.
   ______ hereby opt for video conference facility at _______ Signature of member

STATEMENT PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2017

Pursuant to Section 134 of the Companies Act, 2017, this Statement sets forth the material facts concerning the special business listed hereinabove, to be transacted at the EOGM of the Company to be held on [Date], February 2023.

Approval for extension of obligations under Completion Guarantee pertaining to the Hub Power Company Limited's associated company, China Power Hub Generation Company (Private) Limited ("CPHGC").

The Company through its wholly-owned subsidiary, Hub Power Holdings Limited ("HPHL") and its Chinese partner, China Power International Holding Limited ("CPIH"), through its wholly owned subsidiary China Power International (Pakistan) Investment Limited ("CPIPL"), has formed a company by the name of China Power Hub Generation Company (Private) Limited ("CPHGC") in September, 2015. The principal activities of CPHGC are to develop, own, operate and maintain a 2x660 MW coal fired power plant each within one facility along with a jetty and ancillary facilities at the Hub Plant Site in the province of Balochistan Pakistan ('Project'). HPHL owns 47.5% shares in CPHGC of which 1.5% would be transferred to Government of Balochistan, as per the Memorandum of Understanding dated December 23 2016. As a condition precedent to making finance facilities available to CPHGC for the development of 2 x 660MW (gross) coal-fired power plant and related facilities in Hub, Balochistan Province, Pakistan, the Company had sought approval from its shareholders via its Extraordinary General Meeting held on May 25 2017 as required by the lenders of CPHGC to enter into a deed of completion guarantee and pursuant thereto a guarantee/standby letter credit for an aggregate amount of US$150 million or equivalent PKR (the "Approved Limit") to guarantee an investment in the form of equity or subordinated debt (either directly or through HPHL) to (a) satisfy the funding shortfall, if any, in CPHGC to achieve completion of the Project to the satisfaction of the lenders; and (b) repay all principal, interest, fees or any other amounts that may fall due by CPHGC under the finance documents to the finance parties. The guarantee/standby letter of credit expires on February 23 2023. If the guarantee is called it would be booked by CPHGC either as equity or subordinated loan, subject to CPHGC Board and Lenders approval.

In order to release the Company from the requirement to maintain the standby letter of credit, it has been agreed that the Company, via a deed of undertaking, shall extend its existing obligation to pay any amount proportionate to its shareholding in CPHGC, up to a maximum of USD 150 million, due from CPHGC to the relevant lenders following the exercise of any remedy by CPHGC's lead lender, China Development Bank ("CDB"), under CPHGC's financing documents specified in clause 5 of the Completion Guarantee

("CG") dated 24 October 2017, as amended and restated from time to time, between CPHGC, CPHGC's sponsors and shareholders and CDB, until the financing received by CPHGC from its lender's is fully repaid.

The Company requires approval from its shareholders to extend its obligations under clause 5 of the CG until the financing received by CPHGC from its lender's is fully repaid. Accordingly, approval is being sought from the members of the Company for the aforementioned extension.

Information pursuant to the Companies (Investment in Associated Companies or Associated Undertakings) Regulations 2017 (the "Regulations")

1. Disclosures required under Regulation 3(a):

Information Required		Information Provided
Name of the "associated company"	China Power Hub Generation Company (Private) Limited
Basis of relationship;	The Company through its wholly owned subsidiary ("HPHL")
	owns 47.5% shares in the Joint Venture Company
Earnings per share for the last three years;
]
		2022	8.3
		2021	3.4
		2020	6.3
Break-up value per share, based on latest audited	PKR 30.3 per share as of December 31, 2022
financial statements;
	Position as of and for the year ended December 31, 2022
Financial position, including main items of				In '000'
statement of financial position and profit and loss		Total Assets		524,206,353
account on the basis of its latest financial
statements		Equity		169,175,818
		Liabilities		355,030,535
		General and Administration Expenses	2,849,404
		Profit for the Year		46,551,601