Hub Power : Notice of General Meeting - Oct 05, 2021

NOTICE OF THE 30th

ANNUAL GENERAL MEETING

Notice is hereby given that the 30th Annual General Meeting ("AGM") of the Company will be held on Tuesday, October 05, 2021 at 10:00 am via Video Conferencing to transact the following business:

1. ORDINARY BUSINESS

1. To receive and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2021, together with the Directors' and Auditor's Reports thereon.
2. To approve and declare the final dividend of PKR 5.0 (50%) per share as recommended by the Board of Directors for the year ended June 30, 2021.
3. To appoint A.F.Ferguson & Co. , Chartered Accountants as Auditors of the Company and to fix their remuneration for the year ending June 30, 2022.
4. To elect 7 (Seven) Directors in accordance with the Companies Act, 2017 for a term of three years commencing from the date of holding of AGM i.e. October 05, 2021.

The following Directors of the Company will cease to hold office upon the election of a new Board of Directors:

1. Mr. M. Habibullah Khan
2. Mr. Aly Khan
3. Ms. Aleeya Khan
4. Mr. Muhammad Ali
5. Mr. Saad Iqbal
6. Mr. Manzoor Ahmed
7. Mr. Javed Akbar
8. Mr. Owais Shahid
9. Dr. Nadeem Inayat

1. SPECIAL BUSINESS

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

Completion Guarantee/ Standby Letter of Credit:

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 term of the guarantee (in the form of standby letter of credit) for a maximum period of 3 years provided to the lenders of CPHGC for an aggregate amount of USD 150 million 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."

"FURTHER RESOLVED THAT, subject to Shareholders' approval, 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 acts necessary to procure the guarantee (in the form of standby letter of credit) from banks/ financial institution(s)."

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1. OTHER BUSINESS

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

By Order of the Board

Date: August 30, 2021	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 Saturday, September 25, 2021 to Tuesday, October 05, 2021 (both days included) and the final dividend will be paid to the shareholders whose names appear in the Register of Members on September 24, 2021.
3. In view of the prevailing & worsening situation and ensuring the health safety of our shareholder due to pandemic COVID-19 and in line with the direction issued to listed companies by the Securities & Exchange Commission of Pakistan, vide its Circular No.4 of 2021dated February 15, 2021 and subsequent Circular No.6 of 2021 dated March 03, 2021, the Company intends to convene this AGM virtually via video conference facility while ensuring compliance with the quorum requirements and request to the Members to consolidate their attendance and voting at the AGM through proxies.
   The special arrangement for attending the AGM through electronic means will be as under:
4. 1. AGM will be held through Zoom application via a video link facility.
   2. Shareholders/Proxyholders interested in attending the AGM through Zoom application are hereby requested to get themselves registered with the Company Secretary office by sending an e-mail with subject: "Registration for AGM" at the earliest but not later than Friday, October 01, 2021 on E-mail: [e-mail] along with a valid copy of both sides of CNIC.

Shareholders/Proxyholders are advised to mention their Name, Folio/CDC Account Number, CNIC Number and cell number.

Upon receipt of the above information from the interested shareholders, the Company will send the login credentials at their email address. On the date of AGM, shareholders will be able to login and participate in the AGM proceedings through their smartphones / computer devices.

Shareholders can also provide their comments/suggestions for the proposed agenda items of the AGM on above email.

1. The term of the office of the present Board of Directors of the Company will expire on October 04, 2021. In terms of Section 159(1) of the Companies Act, 2017 ("Act") the Board of Directors in its meeting held on August 30, 2021 has fixed the number of elected Directors at 7 (Seven) to be elected in the AGM of the Company for the period of next three years.

FUELLING THE FUTURE

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Any person who seeks to contest the election to the office of a director, whether the retiring director or otherwise, shall file the following documents with the Company Secretary, at the Registered Office of the Company located at 11th Floor, Ocean Tower, Block-9, Main Clifton Road, Karachi, not later than 14 days before the date of AGM.

1. Notice of his / her intention to offer him / herself for the election to the Office of Director in terms of section 159(3) of the Act;
2. Consent to act as Director in Form-28, as prescribed under the Companies (General Provisions and Forms) Regulation, 2018;
3. A detail profile along with his/her office address as required under SECP' SRO 634(1)2014 dated July 10, 2014;
4. Declaration in respect of being compliant with the requirement of the Listed Companies (Code of Corporate Governance) Regulations 2019 and the eligibility criteria, as set out in Section 153 of the Act to act as director or an independent director of a listed company;
5. A director must be holding 1 qualification share of the Company at the time of filing of his / her consent to act as director. The aforesaid qualification shall not be applicable for instances mentioned in Section 153(i) of the Act;
6. Attested copy of valid CNIC and NTN;
7. Independent director(s) will be elected through the process of election of director in terms of section 159 of the Act and he/she shall meet the criteria laid down in Section 166 of the Act, the Companies (Manner and Selection of Independent Directors) Regulations 2018 and Guide Book on Corporate Governance and Frequently Asked Question June 5, 2020, accordingly the following additional documents are to be submitted by the candidates intending to contest election of directors as an independent director:
8. • Declaration by independent director(s) under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulation 2019;
   • Undertaking on non-judicial stamp paper that he / she meets the requirements of sub-regulation (1) of Regulation 4 of the Companies (Manner and Selection of Independent Directors) Regulations, 2018;

The Final list of contesting directors will be circulated no later than seven days before the date of said meeting, in term of section 159 (4). Further, the website of the Company will be updated with the required information.

1. A member entitled to attend and vote at the AGM may appoint another member as his/her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking, and voting at the meeting as are available to a member.
2. Form of Proxy is attached in the Annual report, which is also available on the company's website (www.hubpower.com), the website of the Pakistan Stock Exchange and will be circulated via email to all shareholders who have provided their email address to the Company.
3. Form of proxy, in order to be valid must be properly filled-in/executed and received at the registered office of the Company situated at 11th Floor, Ocean Tower, Block-9, Main Clifton Road, Karachi not later than 48 hours before the time of the meeting, excluding holidays i.e Friday 01, October 2021:
4. 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.

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1. 1. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be stated on the form;
   2. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be provided with the proxy form;
   3. 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.
2. 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.
3. Pursuant to Companies (Postal Ballot) Regulations, 2018, for the purpose of election of directors, where in case number of contestants are more than the number of directors to be elected, members will be allowed to exercise their right to vote through postal ballot, that is voting by post in accordance with the requirements and procedures contained in the aforesaid Regulation.
4. Form of Proxy is enclosed.

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 AGM of the Company to be held on 05th October 2021.

Extension of Guarantee/ Standby Letter of Credit

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 Joint Venture Company, 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.

As the guarantee/standby letter of credit expires on November 23 2021, the Company requires approval from its shareholders to extend the standby letter of credit for a maximum period of 3 years. Accordingly, approval is being sought from the members of the Company for extension of the guarantee/standby letter of credit to the lenders of CPHGC for an amount not exceeding US$150 million or equivalent PKR.

If the guarantee is called it would be booked by CPHGC either as equity or subordinated loan, subject to CPHGC Board and Lenders approval.

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

FUELLING THE FUTURE

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(a) Disclosures required under Regulations 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;
			2020		6.29
			2019		1.80
			2018		(0.33)
Break-up value per share, based on latest audited	PKR 6.29 per share as of December 31, 2020
financial statements;
		Position as of and for the year ended December 31, 2020
Financial position, including main items of statement of					In '000'
financial position and profit and loss account on the		Total Assets	365,047,359
basis of its latest financial statements
			Equity			103,605,945
			Liabilities			261,441,414
			General and Administration Expenses	2,851,894
			Profit for the Year	35,115,897
In case of investment in relation to a project of
associated company or associated undertaking that
has not commenced operations, following further
information, namely,-
(I)	Description of the project and its history		(I)	Please see preamble above for project description.
	since conceptualization;
(II)	Starting date and expected date of		(II)	Work has commenced on the Project since August
	completion of work;			2016 and the Project achieved Commercial
				Operations Date ("COD") on August 2019.
(III)	Time by which such project shall become		(III)	The Project has achieved Commercial Operations
	commercially operational;			Date on August 2019.
(IV)	Expected time by which the project shall		(IV)	The Project shall start paying return on investment
	start paying return on investment; and			after it has achieved project completion date as
				required by the lenders.
(V)	Funds invested or to be invested by the		(V)	As at June 30, 2021, the Company has invested USD
	promoters, sponsors, associated			249 Million in CPHGC through HPHL.
	company or associated undertaking
	distinguishing between cash and non-
	cash amounts;

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