r‘

Ahsan Zahir Rizvi Ayla Ahmed Hasnain Nagyee Yousaf Khosa Bilal Shaukat Nadir Altaf Omer Soomro Mazhar Bangash Arshad Ali Mansoor Ghanghro Natalya Kamal

RIAA LAW Associated Offices:

ADVOCATES COUNSELLORS RIAALAW China & CORPORATE 68, NAZIMUDDIN ROAD RIAALAW Kabul

SECTOR F-8/4, ISLAMABAD - 44000 PAKISTAN RIAALAW U.K.

Tel: (92 51) 2852427-30, 2851337 A LexMundi Member UAN: (92 51) 111-LAWYER

Fax: (92 51) 2850444 E-Mail: islamabadriaalaw.com

www.riaalaw.com

3o May 2013

The Registrar National Electric Power Regulatory Authority G-5/2 Islamabad

Dear Sir

6s vpierth, 4'41'

1 _ cr-e-a4

();v A Ct-'. c- ta* L 0 C9- )

e c: vcim c_T) for

_ focrell- E)

_M 0- A

SUBMISSION OF APPLICATION FOR GENERATION LICENSE TAPAL WIND ENERGY (PRIVATE) LIMITED (THE "COMPANY")

We hereby request to file the application for Generation License for the Company in relation to the 3o MW Wind Power Project being developed by the Company at Jhampir, Sindh (the "Application") in triplicate.

Please find attached herewith the complete Application, along with the requisite fee in the form of a crossed cheque in favour of the National Electric Power Regulatory Authority ("NEPRA") of an amount of PKR 246,800/, board resolution, and power of attorney.

The annexures being filed with the Application are as follows:

ANNEX DESCRIPTION 1 Applicant Company's Constitutive Documents 2 Applicant's Profile of Experience, Net Worth and Financial Statements 3 Curriculum Vitae of the Applicant Company's Senior Management,

Technical and Professional Staff 4 Financial Arrangement 5 Encumbrances Over Project Assets 6 Contractor's Profile 7 Feasibility Report 8 Prospectus

9 Letter of Intent

D-67, Block 4, 191-A, Shami Road Clifton, Karachi Cavalry Ground, Lahore Cantt.

E-Mail: karachikriaalaw.com E-Mail: laboredriaalaw.com UAN: (92 21) 1 I I-LAWYER UAN: (92 42) 111-LAWYER

pl -11 yl cl ‘211( .-P bS -'2 4 c't\ e-te.... 1--)-7:1) c 1,1 , 4_

4 40t.4,0A>

0 ip cF)

Suite Nos. 2 & 4, 2" Floor Cantonment PI Fakhar-E-Alam Road Peshawar Cantt.

Email: pe_511awarriaalaw.com UAN: (92 91) 111-LAWYER

(07,s3 CI_ Otte Zg 1S1 13

RIAALAW Page 2

10 O&M Arrangement 11 Site Details 12 IEEA Study 13 Grid Interconnection

Please treat all information submitted with the application as 'confidential' under applicable NEPRA laws.

Sincerely,

(;)

RIAALAW

•

• NK JS Bank Limited Plot 1 68,C, 13th Commercial Street, Phase II Ext, DHA, Karachi(9006)

NO. A 10753725

Date on. 0 ...P0/3

ay An1lID190 t E

h

Lechi r

O r

awer RIP 6410" 191141(11i e# 4zo

Rupees 7410 itld"rt C di Si,C

MCP

Ilyymka Cep,

•

TAPAL WIND ENERGY (PVT) LTD 220809

DO NOT WRITE BELOW THIS LINE

For Tap~l rind Energ

rector

LO 75372E100 La000al:0000 22080911'000o'

•

BEFORE THE NATIONAL ELECTRIC

POWER REGULATORY AUTHORITY

APPLICATION FOR THE GRANT OF A GENERATION LICENSE UNDER SECTION 15 OF THE REGULATION OF GENERATION, TRANSMISSION

AND DISTRIBUTION ACT 1997, AND THE RULES & REGULATIONS MADE THEREUNDER

IN RESPECT OF 30MW WIND POWER PROJECT AT

JHAMPIR, SINDH

Dated: 3o May 2013

Filed for and behalf of: TAPAL WIND ENERGY (PRIVATE) LIMITED

Through; RIAALAW

ADVOCATES & CORPORATE COUNSELORS

68, NAZIMUDDIN ROAD, F-8/4, ISLAMABAD

TEL: (051) in-LAWYER WEBSITE: WWW.RIAALAW.COM

APPLICATION FOR THE GRANT OF A

GENERATION LICENSE

UNDER SECTION 15 OF THE ACT AND

REGULATION 3 OF THE AMP REGULATIONS

1. NEPRA's Participation in the Process

1.1. Section 15 of the Regulation of Generation, Transmission, and Distribution of Electric Power Act, 1997 (the "Act") provides, inter alia, that:

"(1) No person except under the authority of a license issued by the Authority under this Act and subject to the conditions specified in this Act and as may be imposed by the Authority, construct own or operate a generation facility.

(2) An application for the grant of a license for a generation facility shall specify-

(i) the type of facility for which the license is applied;

(ii) the location of the generation facility; and

(iii) the expected life of the generation facility."

1.2. Furthermore, Regulation 3 of the National Electric Power Regulatory Authority (Application and Modification Procedure) Regulations, 1999 (the "AMP

Regulations") provides that an application for a license shall be made in the form specified in the AMP Regulations and further enumerates the documents required to be submitted to the Authority along with the requisite application.

1.3. This Application for the grant of a generation license is made pursuant to Section 15 of the Act and Regulation 3 of the AMP Regulations (this "Application").

2. Introduction of the Sponsors/Applicant

2.1. As required under the Section 24 of Act, Tapal Wind Energy (Private) Limited (the "Applicant" or "TWEPL" or the "Company") is an entity incorporated under the Companies Ordinance, 1984, to act as a special purpose vehicle (the "SPV") and develop a 30MW Wind Power Project at Jhimpir, Sindh Province, Pakistan (the "Project").

2.2. The Applicant is developing a 3oMW wind power project under the upfront tariff regime prescribed by National Electric Power Regulatory Authority ("NEPRA") vide its determination dated 24 April 2013 (the "Upfront Tariff'). The Company obtained Letter of Intent ("LOI") dated 4 April 2013 from the Alternate Energy Development Board (AEDB) and is diligently working towards the early implementation of the project.

2.3. By way of background and introduction, the sponsors of the Project consist of:

i. Ameejee Valleejee & Sons (Pvt.) Ltd. ("AVS") is engaged in marketing of industrial plants and products. A list of various segments working under the AVS umbrella is provided hereunder:

a) Power Plant Systems b) Process Plants and Equipments c) Mechanical & Electrical Products

AVS is one of the oldest companies associated with power generation in Pakistan. As a representative of Brown Boveri Co. (now ABB), AVS has supplied utility grade power plants, high voltage grid stations, low, medium and high voltage switchgear to power plants and industries. AVS currently markets low and high voltage products from Chint Electric, China's largest manufacturer of electrical products. AVS is also an exclusive dealer for Atlas Copco compressors and maintains a dedicated team of sales and maintenance engineers to service all customer queries. Further to this, AVS has expanded widely is the food technology sector through its association with Buhler AG whereby it has supplied rice and flour processing solutions to numerous industries. AVS is also a leader in supplying paddy drying, parboiling and storage equipment.

ii. Tapal Enterprises (Pvt) Ltd. is a subsidiary, primarily responsible for management of working capital and financial engineering of cash intensive projects. It also manages the sales activities of Ceccato (a Chinese subsidiary of Atlas Copco).

iii. Tapal Energy (Pvt.) Ltd., (TEL) generates 126 MW of electricity; the total capacity of the plant is purchased by KESC. The project entered construction stage in the 3rd quarter of 1995 and was completed at a fast track, within 14 months to start operation in 1997.

The turnkey contract for the project was awarded to Power Construction Company NL (PCC) from The Netherlands. Civil, electrical and mechanical works were subcontracted by PCC to companies holding credible construction record in Pakistan. Supervision and commissioning was carried out by WNL, while operation and maintenance of the plant is being carried out under a contract with Sithe.

Tapal Group, Wartsila, and Marubeni Corporation, Japan are the equity holders in TEL.

2.4. The Developers have further collaborated with professional firms that are highly qualified and committed to developing and commissioning the Project on a fast track basis. Collectively, the sponsors along with their professional alliances, presents a vastly experienced team of power sector professionals of international • repute.

3. The Project Overview

3.1 Project Company

3.1.1 The Company is developing its Project under the NEPRA Upfront Tariff regime. The Company obtained the LOI from the AEDB and is diligently working towards the early implementation of the Project, on a Build Own and Operate (BOO) basis. The construction of the wind farm will take approximately 18 months from the issuance of notice to commence to the project contractors, so that plant commissioning is expected in the 2nd — 3rd Quarter, 2015.

3.2 Issuance of "Letter of Intent" by AEDB

• 3.2.1 On 4 April 2013, the sponsors of the Project obtained the LOI from AEDB for the development of a 30MW wind farm situated in the vicinity of Sindh province, southern Pakistan.

3.2.2 Although the Applicant will opt for the Upfront Tariff and as such all risks associated with the Project are to be borne by the Applicant, nevertheless, the Company has conducted detail studies, including (i) Wind Resource Assessment Report; (ii) Energy Yield Estimate Report; (iii) Initial Environmental Examination (IEE) Report; (iv) Transportation and Site Access Study Report; (v) Technical and Financial Feasibility Report; (vi) Geo Technical Investigation Report and (viii) Finalized Draft of Grid Interconnection Report.

4. Power Purchaser

4.1. The entire power generated by the Project will be sold to National Transmission and Despatch Company (the "Power Purchaser") for the term of 20 years starting from commencement of commercial operations.

4.2. Being a project developed under the Policy for Development of Renewable Energy for Power Generation 2006 (the "AEDB Policy"), the incentives available thereunder, including the mandatory off-take by the Power Purchaser are applicable, therefore the requirement for provision of consent and/or certification is neither compulsory nor necessary. Pursuant to 8.2.1 of the AEDB Policy, "It shall be mandatory for the power distribution utilities to buy all the electricity offered to them by RE projects established in accordance with the provisions given in Section 8.2.2."

4.3. The 20 year tariff concession period is in line with the design life of the wind turbines, as they are designed to have a very low probability of failure within 20

years life. Although, the wind turbines may have an even longer life span but factors such as turbine quality, local climatic conditions may affect the expected life of the assets. The Grid and Transmission Lines to evacuate power will be made available by the Power Purchaser.

5. Site

5.1. The Company has obtained possession of a total land measuring 197.34 acres at Jhampir, District Thatta, Sindh (the "Site"):

a) Southern Land : 69 acres b) Central Land : 66 acres c) Northern Land : 62.34 acres

5.2. This Site has been handed over to the Company for the development of the Project as specified in the land lease agreements, by the Land Utilization Department of the Government of Sindh. The land was acquired from Government of Sindh.

6. The Project

6.1. Pakistan has a wind power potential of 30,000 MW. To-date no significant wind power potential has been harnessed and around 10 — 15 projects are under various stages of development. Thus, whole of the potential remains unexploited. According to the latest demand / supply projections, it is foreseen with a growth rate of +/- 7.5%, additional power up to 13 000 MW shall be needed by the end of 2014-2015.

6.2. To overcome these shortages, the Government of Pakistan announced inter alia the Policy for Development of Renewable Energy for Power Generation, 2006, which provides a clear set of incentives, with the participation of the renewable energy projects, in particular power generation through wind energy, to bridge the projected gap foreseen in the demand and supply of electricity.

6.3. The Project is a power generation project with renewable resource and zero emission. When put into operation, the project can provide power supply to the southern Pakistan power grid, which currently is mainly relying on fossil fuel. Therefore, it can help to reduce the greenhouse gas emission from coal or oil-fired power generation. It can deliver good environmental and social benefits.

6.4. The Project is to be setup on a piece of land measuring 197.34 acres that has been allocated in the wind corridor; the project site is located at Jhampir, District Thatta, Sindh.

6.5. Installation of Wind Mast: A wind mast has already been installed on the Project site to observe the speed of the wind, its direction and the temperature at the Site. The wind mast is compliant with international standards, and the data is being collected therefrom since June 2012.

6.6. Topographic Survey on Site: 197.34 acres of project site and 210 acres of nearby hills have already been surveyed to compute real-time impacts on the Project.

6.7. Soil Investigation: A total of o6 boreholes have been completed, with the average drilling depth being 15m.

7. Engineering, Procurement and Construction (EPC)

7.1. A comprehensive RFP document was prepared with complete set of guidelines and information required for the submission of bids and was sent to five bidders. The desired scope of work was complete EPC of 3o MW Wind Power Project on a turnkey basis, including but not limited to the following:

a) Turbine Supply; b) Civil Works including tower foundations, substation and other buildings; c) Erection, Testing and Commissioning of Wind Turbines and Balance of

Plant; d) 2 Years Warranty; e) Quality Assurance Services of plant during 2 years warranty period; f) Operations and Maintenance Services for the plant on annual basis for a

total of 10 years i.e. o8 years after expiry of Warranty.

• 7.2. Out of the total bidders, four bidders communicated-at-large and showed keen interest in participation. The bidders included Harbin Electric International Company Limited, Hydrochina Corporation, Nordex and Sinovel. A comprehensive activity of bids evaluation was carried out and a report was prepared. From the results of evaluation, and from the results of energy potential estimated for the Project with both WTGs, it was concluded that all offers were highly competitive, and were thus invited to submit revised proposal incorporating NTDC's BOP equipment preferences, and other changes to the scope desired by the Company.

7.3. Eventually, the EPC contract was awarded to Hydrochina Corporation with Goldwind Science & Technology Company Limited as WTG supplier.

8. Energy Purchase Agreement / Implementation Agreement

8.i. The special dynamics of the Upfront Tariff regime require certain substantial

• amendments in the semantics of the draft EPA and the IA, which were primarily designed in light of the cost plus regime.

8.2. AEDB, pursuant to the direction of NEPRA, are currently still in the process of finalizing, with all relevant stakeholders, certain provisions of the draft EPA under the Upfront Tariff regime.

8.3. The legal, technical and commercial teams of the Company for the Project have internally reviewed the EPA for discussions and proposed changed with regard to the Upfront Tariff regime. The Company is currently aiming to

formally engage AEDB's legal counsel for discussions on EPA and IA in the 3rd

Quarter of 2013.

9. Operations & Maintenance Arrangement

9.1. The Sponsors have already negotiated a turnkey EPC Contract which provides 2

year warranty period for the operations and maintenance of the Complex and a separate 8-year full services O&M Contract with Hydrochina Corporation ("HYDROCHINA"), which is a Chinese state-owned corporation.

9.2. HYDROCHINA mainly undertakes EPC (turnkey), investment, design, consultancy, supervising, evaluation, project management, O&M and related technical management in hydro, wind, solar and other renewable energy projects.

S 9.3. The overall term of the O&M Arrangement with HYDROCHINA for TWEPL is 10 years (including 2 year Warranty Period O&M under the EPC Contract). As an O&M Contractor, HYDROCHINA will be completely responsible for the entire operations and maintenance of the Complex post-COD.

9.4. HYDROCHINA, under the O&M Agreement, has guaranteed the performance of the wind farm for the contracted period, thus minimizing the technical operational risk of the Project.

9.5. Upon completion of the 10 year O&M period, the sponsors will carry out a cost and benefit analysis of carrying out the O&M themselves or again outsource the work to an O&M contractor.

10. Financing

0 mi. The National Bank of Pakistan vide its letter dated 26 November 2012, offered TWEPL PKR 6,075 million for a period of 11.5 years for Funded Project Finance along with Non-Funded facilities, such as Letter of Credit.

11. Selection of Technology

11.1. The Company intends to install 12 "Goldwind" wind turbine generators, having a capacity of 2.5MW each with a rotor diameter of 109m.

12. Health and Safety

r',4 Trfref *7 VITtrft,"

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

[Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)]

Corporate Universal Identification No. 0074224

I hereby certify that TAPAL WIND ENERGY (PVT.) 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- thisAlleteen h day of .Deeern.ber. Two

(Sidney Custodio Pereira) oint Registrar of Companies

.• " -Aah .

ANNEX - B

MEMORANDUM OF ASSOCIATION

•

•

THE COMPANIES ORDINANCE 1984

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION.

OF

TAPAL WIND ENERGY (PRIVATE) LIMITED

I. The name of the Company is TAPAL WIND ENERGY (PRIVATE) LIMITED.

II. The registered office of the Company will be situated in the province of Sindh.

Ill. The objects for which the Company is established are:

1. To carry on the business of generating electric power, by any means whatsoever, including power generation through wind turbine, to feed electricity so generated into the National grid and to construct, lay down, establish, fix and carry out all necessary power stations, cables, wires, lines, accumulators, lamps and works and to generate, distribute and supply electricity and to light industries and places, both public and private, cities, towns, streets, docks, markets, theatres, buildings and for all other purposes for which electrical energy can be employed.

2. To acquire, manufacture, produce, use, sell and supply electricity for lighting, heating or power purposes and to deal with, manufacture and render saleable all residual products obtained in the production of electric power.

3. To import, buy, own, install or otherwise procure plants, machinery and other equipment and to fabricate parts in the Company's workshop and to take or give on rent plants, machinery and other equipment for the purposes of the business and/or to dispose off such plants, machinery and spare parts which have become obsolete.

4. To purchase or by any other means acquire and take options over any property, whatsoever, and any rights or privileges of any kind over or in respect of any property.

5. To undertake the business of consultants, and to grant rights or privileges in respect of, or otherwise deal with all or any part of the property and rights including engineering designs, intellectual and tangible property, and to establish laboratories, research and development centers to perform such research and development as the Company may deem advisable or feasible, and to expend money on experimenting upon and testing and improving or securing any process, patent or protecting any invention or inventions which the Company may acquire or propose to acquire or deal with.

1

6. To develop and or transfer technology and to acquire or pass on technical know-how, and to train personnel and workers, both in Pakistan and abroad, to obtain technical proficiency, in various specialties connected with the Business of the Company.

7. To carry on any other trade or business which can be advantageously carried on in connection with or ancillary to any of the businesses.

8. To apply for, register, purchase or by other means acquire and protect, prolong and renew, whether in Pakistan or elsewhere any patents, patent rights, brevets d'invention, licenses, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.

9. To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm or company carrying on or proposing to carry on any of the business which the Company is authorized to carry on and as part of the consideration for such acquisition to undertake,,R,Il or any of the liabilities of such person, firm or company, or to acquire an intref" in amalgamate with or enter into partnership or into any arrangement for $krirlg...prorA,, or for cooperation, or for mutual assistance with any such person, fir* or iiplyny, or for subsidising or otherwise assisting any such person, firm or company;: and,td give or accept, by way of consideration for any of the , acts or things afore,said Or property acquired, any shares, debentures, debenture stock or securities that may .be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

10. To acquire, purchase, take on lease, hire, exchange, sell, transfer, convey or dispose of any movable and immovable property, rights and privileges on such terms and conditions as the Company may think necessary or convenient for the purposes of its Business, and to manage, construct, repair, develop, mortgage, charge, sell, turn to account, grant licenses, options, rights and privileges in respect of or otherwise deal with all or any part of the property and rights of the Company necessary or convenient for the purposes of the business of the Company.

11. To enter into agreement(s) with any individual, firm, co-operative or other society, company, corporate body, Government or local authority or other legal entity necessary or expedient for the purpose of carrying on the business of the Company.

12. To invest the surplus moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with such investments made.

13. To make advances to customers and staff with or without security and upon such terms as the Company may approve.

14. To borrow money on loan and to borrow from financial institutions and scheduled banks as the Company shall think fit for its business, and in particular, by the issue of debentures, or debenture stock (perpetual or otherwise), term finance certificates and like instruments and finances under interest free system such as finances by purchase of movable and immovable properties, securities and instruments with buy-back agreements, and to secure the payment/repayment of the finances, indebtedness and any money borrowed, or owed by mortgage, charge, lien or any other security upon all

2

or any part of the property or assets of the Company (both present and future) and also by a similar mortgage, charge, lien or any other security to secure and guarantee the performance by the Company of any obligation undertaken by the Company which may become binding on it.

15. To open, close, maintain and operate bank accounts of the Company with any bank or banks and to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments concerning the business.

16. To apply for, and obtain necessary consents permissions and licenses from any Government, State or Local and other authorities for enabling the Company to carry any of its objects into effect, or for effecting any modification of the constitution of the Company, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests.

17. To enter into arrangements with any Government or authorities, central or provincial, municipal, local or otherwise, public or quasi-public bodies, or with any other persons in any place where the Company may have interests that may seem conducive to the purposes of the Business and to obtain from any such Government authorities or persons any rights, privileges and concessions which the Company may think fit to obtain and to carry out, exercise and comply therewith.

18. To subscribe for, take, purchase, or otherwise acquire, hold, sell and dispose of, shares, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

19. To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full as may be thought expedient.

: To subscribe or contribute or otherwise assist or to grant money to charitable, benevolent, scientific, national public institutions, objects or purposes; to support and subscribe to any institution, society or club which may be for the benefit of the Company or its Directors or employees; to establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances, or emoluments and provide advantages, facilities and services for any persons who are or have been Directors or Officers of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or is allied or associated with the Company or with such subsidiary company and the wives, widows, children and other relatives and dependents of such persons; to make payments towards insurance; and to do any of the matters as aforesaid either alone or in conjunction with any such other company as aforesaid, but not for political purposes.

21. To distribute among the members in specie any property of the Company of whatever nature or any proceeds of the sale or disposal of any property of the Company, in the event of winding up.

3

22. To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents (except managing agent), contractors or otherwise, and by or through agents, brokers except stock brokers, sub-contractors or otherwise and either alone or in conjunction with others.

23. To do all such other things as may be deemed incidental or conducive to the attainment of the objects of the Company or any of them.

24. None of the Sub-Clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each sub-clause contain the objects of a separate Company.

25. The word "company" in this Clause except where used in reference to this Company, shall be deemed to include any partnership or other body of persons whether corporate or unincorporated, and whether domiciled in Pakistan or elsewhere.

26. Notwithstanding anything contained in this Clause, nothing herein shall be construed as empowering the Company to undertake to, indulge in the business of banking, finance, investment, leasing, insurance or builders, directly or indirectly, as restricted under law or any unlawful operations. The Company shall not launch multilevel marketing, pyramid and ponzi schemes.

27. Notwithstanding anything stated in any object clause, the Company shall obtain such other approval or licence from the competent authority, as may be required under any law for the time being in force, to undertake a particular business.

IV. The liability of the Members is limited

V. The Authorized Share Capital of the Company shall be Rs. 30,000,000 (Rupees thirty million only) divided into 300,000 (Three hundred thousand) ordinary shares of Rs. 100 (Rupees one hundred) each with powers to the Company from time to time to increase or reduce or consolidate or sub-divide the shares into higher or lower denominations as may be for the time being provided by the Articles of Association of the Company.

•

•

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association.

Name and Surname (present and former in full

in block letters) with Father's/ Husband's name

Nationality / Occupation

Residential address

Number of shares taken

by each subscriber

Signature

MR. DANISH TAPAL S/o Anwar All Tapal

CNIC No. 42301-3107241-9

Pakistani / Business (Power

Generation)

House No. 198/F, Block No-5, Clifton,

K.D.A, Karachi

1,250 (One

thousand two hundred fifty)

MR. MUSTAFA TAPAL S/o Amir All Tapal

CNIC No. 42301-0822147-5

Pakistani / Business (Power

Generation)

House No. 62/1/1, 7'h Street, Phase-5,

D.I I.A, Karachi

2,500 (Two

thousand five hundred)

MR. ADNAAN "PAPAL S/o Zafar Tapal

CNIC No. 42301-5123339-3

Pakistani / Business (Power

Generation)

House No. 198/F, Block No-5, Clifton,

K.D.A. Karachi

1,250 (One

thousand two hundred fifty)

Total 5.000 (Five

thousand)

Dated this 6th day of December 2010.

Witness to the above signatures:

National Institutional Facilitation Technologies (Pvt) Ltd. 5th Floor, AWT Plaza, I. I. Chundrigar Road, Karachi.

•

•

5

12.1. During the construction and operation of the Project, the guideline of "safety first, (accident) prevention foremost" will be practiced. Comprehensive management and supervision will be applied to all staff members and the whole operation process, in order to ensure safe operation of the equipment and personal safety of workers.

12.2. A safety and health supervision department will be established on the wind farm, which is to be in charge of the education, training and management of safety and health related issues after the project is put into operation. There will be safety personnel in the production section, and a part-time worker for the routine safety and health work.

12.3. The systems of patrol inspection, operation guardianship, maintenance and over-haul will be established for the daily maintenance of production equipment, instruments and apparatus. The safety and health supervision department will provide sound meter and other appropriate inspection equipment, as well as necessary public education service for production safety.

12.4. A comprehensive safety system will be established during the preparation phase, and carefully implemented during the construction process. The systems of work sheet, operation sheet, shift relief, patrol inspection, operation guardianship, maintenance and over-haul will be strictly implemented. The Safety Regulation of the wind farm will also be seriously observed to preclude accidents such as fall, fire, or electric shock.

13. Evidence/relevant correspondence:

13.1. Copies of the pertinent correspondence are enclosed herewith for the learned Authority's assistance and consideration.

• 13.2. The Applicant would be pleased to provide any other assistance that the learned Authority may require in the matter of grant of Generation License.

13.3. This Application and its Annexures are being submitted in triplicate, with certain documents certified as necessary, each in accordance with Regulation 3(4) of the AMP Regulations.

14. Additional Grounds

14.1. The Applicant seeks to raise further additional grounds in support of this Application at the hearing stage.

PRAYER

It is most humbly prayed to the esteemed Authority as follows:

A. That the Applicant be granted a Generation License for the development of the Project.

B. That the terms of the Generation License may kindly be made consistent with the terms of the GoP concession documents.

a

C. That the Authority may be pleased to treat the Applicant's request for the grant of Generation License on a non-discriminatory basis and any concession offered to comparable projects on the date of filing of this Applicant and at any stage subsequent to the grant of license may kindly be granted to the Applicant as well.

D. That the appropriate modifications required in the grid code may also be incorporated in the Generation License.

E. Any further and better relief that the Authority may deem appropriate in the circumstances may kindly be granted to the Applicant.

We hope the information/explanation provided above meets your requirements, and remain available to assist you if you have any further queries.

Respectfully subpitted for and on behalf of the Applicant:

\ S 4 i i le Yours Sinc- rely

TAPAL WIND ENERGY (PRIVATE) LIMITED

TLkAPIA WIND 29 May 2013

The Registrar National Electric Power Regulatory Authority 2nd Floor, OPF Building, Sector G-5/2, Islamabad

SUBJECT: APPLICATION FORA GENERATION LICENSE

I, Mustafa Tapal, Director, being the duly authorized representagxe of TaRal Wind Energy (Private) Limited by virtue of Board Resolution dated 0571seige?7-°da"?e] May 2013, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License to Tapal Wind Energy (Private) Limited 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 ("AMPR"), 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/Pay Order/Cross Cheque in the sum of Rupees Two Hundred Forty Six Thousand Eight Hundred (PKR 246,800), being the non-refundable license application fee calculated in accordance with Schedule II of the AMPR, is also attached herewith. Further, additional documents/information, pursuant to the AMPR, are attached herewith.

Mus P 1 Director Tapal Wind Energy (Private) Limited

Ameejee Chambers, Campbell Street Karachi 74200, Pakistan

Ph: +92-21-32625492, Fax: +92-21-32623930

Mus Director

Tapal Wind Energy (Private) Limited

TAPIRAIWIND Extracts from

Resolution Passed by the Board of Directors of OF TAPAL WIND ENERGY (PRIVATE) LIMITED

On 28 MAY 2013

"RESOLVED that an application for a Generation License (the "G/L Application") be filed by and on behalf of Tapal Wind Energy (Private) Limited (the "Company") with the National Electric Power Regulatory Authority ("NEPRA") for grant of a generation license for the Company's 3o MW wind energy power project at Jhampir, Sindh (the "Project").

RESOLVED FURTHER that Mr. Mustafa Tapal, the Director of the Company, be and is • hereby authorized to sign the G/L Application, and any documentation ancillary thereto, pay all

filing fees, and provide any information required by NEPRA in respect of the Project, and do all acts and things necessary for the processing, completion and finalization of the G/L

Application."

Certified true copy

1 Director

Tapal Wind Energy (Private) Limited

CERTIFICATION

CERTIFIED, that, the above resolution was duly passed by the Board of Directors of Tapal Wind Energy (Private)

Limited, on 28 May 2013, for which the quorum of directors was present.

FURTHER CERTIFIED, that the said resolution has not been rescinded and is in operation and t at this is a Me--

copy thereof.

Ameejee Chambers, Campbell Street Karachi 74200, Pakistan

Ph: +92-21-32625492, Fax: +92-21-32623930

SIGNATURE Received by us: From:

ACCEPTED

VAKALATNAMA

I/We, MR. MUSTAFA TAPAL of Tapal Wind Energy (Private) Limited (the "Company"), hereby appoint and constitute M/s MR. NADIR ALTAF, MR. MUSTAFA MUNIR AHMED, MS. AMNA NASIR of RIAALAW, Advocates and Corporate Counsellors, to appear and act for us as our advocates in connection with the processing, presentation of the Company's Application for the Generation License (the "Application") for the Company's 30 MW wind power project at Jhampir, Sindh (the "Project") with the National Electric Power Regulatory Authority ("NEPRA").

I/We also authorize the said Advocates or any one of them to do all acts and things necessary for the processing, completion and finalization of the Application with NEPRA.

. t`l PO-Thk RIAALAW ADVOCATES & CORPORATE COUNSELLORS 68 NAZIMUDDIN ROAD, F-8/4, ISLAMABAD UAN: ill-LAWYER

11 Paid up Share Capital Type of Shares

Ordinary Shares No. of Shares Amount j Issue Price, • / 5 000 Rs. 500,000 1 Rs. 100

Registration No. No applicable % Shares Held

1 Registration No. 2 Name of Company TAPAL WIND ENE

0074224

(See Section 156)

FORM 'A' - ANNUAL RETURN OF COMP HAVING SHARE CAPITAL

3 Form 'A' made upto (Day/Month/Year) 31st 4 Date of AGM (Day/month/Year) 31st

tr.),N1

CRO

S

6 7 8 9

Registered Office address: ---Arneejee Charnbet i. 4 P 'A W. ' , Karachi.

Email Address: haehaniQbdo.corn.ak Office Tel. No.: 32620118 Office Fax No.: 32411143 Nature of Business: Power Generation

10 l Authorised Share Capital

Type of Shares L No. of Shares Amount Face Value • Ordinary Shares /100,000 Rs. 10,000,00V Rs. 100

12 Amount of indebtedness on the date upto which Form A is made in respect of all Mortgages/ Charges

13 !,Particulars of holding company Name

•

Rs.

None

THIRD SCHEDULE

14 Chief Executive Name Mr. Adnan Tapal

House No. 198/F , Block No.5, Clifton, K.D..A.Karachi.

NIC 42301-51233393-3 Address

16 Secretary Name \/ Mr. Lawrence Patrick Nazareth Address Flat No. 34, Haji Amina Chamber, I

2nd Floor, Dolly Khata, Soldier ,

Bazar, Karachi

15 Chief Accountant -- \-1 Mr. Abdul Razzaci Dhedi ..._.

' House No.466, Block B. Adamjee Naar, Karachi

17 Le al Advisor Name Address

None NIC

Name Address

NIC -8598960-7

18

BDO 2nd Floor, BI Sarwar Shah

19 [Lit of Directors on the date of Form A

Auditors Name Address

a tcd Accountants) er ui1ding No. I,

Name of Director N, , ...., ::

Address . .... ionality

NIC (Passport No. if

Foreigner) 1. Mr. Danish Tapal

V House No. 198/F, Block

No.5, Clifton, K.D.. A. Karachi.

Pakistani 42301-3107241-9

2. Mr. A.dnan Tapal House No. 198.f F. Block No.5. Clifton,

K.D..A.Karachi.

Pakistani 42301-51233393-3---,

3. Mr. Mustafa A. Tapal House No.62/1/1, 7'" Street, Phase -5, D.H.A., Karachi

Pakistani 42301 -0822147-5

PART — B

20 List of members & debenture holders on the date upto ‘vhich this .Farm ..,.... A is made NIC (Passport No if

Foreigner)) Folio Name Address _

,. No. of Nationality

1,

shares _ Mem bers

PakistanT 1,250 ..

—4.

1. Mr. Danish Tapal ,. House No. 198/F, Block No.5, Clifton,

K.D..A.Karachi.

42301-3107241-9 i

2. Mr. Adnan Tapal ,' House No. 198/F, Block No.5, Clifton,

K.D..A.Karachi.

Pakistani 1 1,250

i

42301-5123339-3

42301-0822147-5-1 3. Mr. Mustafa A. Tapal /

House No.62/17i,7 Street, Phase -5, BRA.,

Karachi

Pakistani j 2,500..

Total 11900 _

J

22 I Certify that that this return and the accouipanying sl and completely as on the date upto A i

Date

Chief Executive/Secretary

Debenture holders

21 Transfer of shares (debentures) since last Form A was made ,

Name of Transferor Name of Transferee Number of shares :ration transferred r Members

Debenture holders

INSTRUCTIONS FOR FILLING FORM-A

1. The Form shall be made upto the date of last ACM of the Company or the last date of the year where no AGM is held during the year,

2. Under nature of business, please give pr sel \ the specific nature of business in which the Company is engacted.

3. Under S. No. 20 above, the aggregate number of shares held by each member should be stated, and the aggregates must be added up so as to agree with the number of shares stated against No. 11.

4, When the shares are of different classes the columns should be subdivided so that the number of each class held, or transferred, is shown separately against S. Nos. 10, 11, 20 and 21.

5. If the space provided in the form is insufficient, the required particulars should be listed in a separate statement attached to this return which should be similarly certified and signed.

The return and any statement attached hereto shall be signed by the chief executive or the secretary.

7. In case a body corporate is a member, N1C number may be omitted to be given.

8. In case of foreign nationals, indicate "passport number" in the space provided for "N1C No." Pakistani nationals will only indicate "N1C No."

9. This form is to be filed within 30 days (45 days in case of listed company) of the date indicated in S. No. 3 above.

tsczfl'.PQrrn'A2Ol 2,:rapal W.V.! 0.0L

SPONSOR BACKGROUND

TAM WIND 30MW Wind Power Project

Financial Advisors

BRIDGE FACTOR CORPORATE FINANCE BUSINC STRA/EOV

09-May-13

TI114WIND Sponsor background

Sponsors Profile

Tapal Group

A brief on the various business interests of the Tapal Group is provided below.

i. Ameejee Valleejee & Sons (Pvt.) Ltd.(the "AVS") is engaged in marketing of industrial

plants and products and financial structuring and management of contracts up to the

last stages of implementation. A list of various segments working under the AVS

umbrella is provided hereunder:

a) Power Plant Systems

b) Textile Chemicals & Auxiliaries

c) Process Plants and Equipments

d) Mechanical & Electrical Products

AVS has been one of the oldest companies associated with power generation in

Pakistan. As a representative of Brown Boveri Co. (now ABB), AVS has been supplying

switchyard equipment and low, medium and high voltage components to power plants

and industries. AVS currently markets low voltage products from ABB through a

countrywide dealer network and also plans to assemble them locally under license.

ii. Tapal Enterprises (Pvt) Ltd.is a subsidiary, primarily responsible for management of

working capital and financial engineering of cash intensive projects.

iii. Industrial Engineering and Construction Ltd.was formed to carry out industrial

installation activities. It holds to its credit major electrical and mechanical works at

power plants set up by WAPDA in former East and West Pakistan during the 1960s.

iv. Tapal Chemicals (Pvt) Ltd.,a recently formed private limited company, is pursuing local

production of textile chemicals; discussions with Pulcra GmbH to set up a joint venture

are currently underway.

v. Tapal Energy (Pvt.) Ltd., (TEL) generates 126 MW of electricity; the total capacity of the

plant is purchased by KESC. The project entered construction stage in the 3rd quarter of

1995 and was completed at a fast track, within 14 months to start operation in 1997.

The turnkey contract for the project was awarded to Power Construction Company NL

(PCC) from The Netherlands. Civil, electrical and mechanical works were subcontracted

by PCC to companies holding credible construction record in Pakistan. Supervision and

commissioning was carried out by WNL, while operation and maintenance of the plant is

being carried out under a contract with Sithe.

Page 1

Str

ictly

Co

nfid

entia

l

ItItI ∎ I I \I I It

Sponsor background TAPE *WIND

Tapal Group, Wartsila, Marubeni Corporation, Japan and Sithe Energy Inc., USA are the

equity holders in TEL.

Net Worth of Sponsors

Sponsor Net Worth (PKR million)

Daanish Tapal 523.701

Mustafa Tapal 372.532

Adnaan Tapal 218.943

Page 2 BRIME.FACJOR

. .

Str

ictl

y C

onf

ide

nti

al

IBM)

I I I I •

FINANCIAL STATEMENTS

OF TAPAL WIND ENERGY (PRIVATE) LIMITED

FOR THE PERIOD FROM JULY 1, 2012 TO

FEBRUARY 28, 2013

•

BDO Ebrahim Et Co. Chartered Accountants too f.Dr4han fa Co. , a Pakistan terstered partnent0p is a number al ODD internatiaysokt LIfitted. a UK tanwany umax.41 Vkatantea,

iirdfbrIns Or: 0 ate xtternationxi netwool at Indeponctent memper Ormt.

IBDO Tel: •92 21 35138 3030 Fax: «92 21 3568 4239 www.bdo.com.pk

2nd Floor, Block-C Lakson Square, Building f9n.1 Sarwar Shaheed Road Karachi-74200 Pakistan

The Board of Directors, Tapat Wind Energy (Private) Limited Karachi.

March 26, 2013 T-46/A-0504/13

AUDIT OF FINANCIAL STATEMENTS FOR THE PERIOD FROM JULY 1, 2012 TO FEBRUARY 28, 2013

Dear Sirs,

We have completed the audit of your Company's financial statements for the above noted period and are pleased to enclose herewith three copies of the draft financial statements duly initialed by us for identification purposes. We shalt be pleased to sign our report in its present or amended form after the financial statements are approved by the Board of Directors and signed on their behalf by the Chief Executive and at least one other Director and on receipt of the following:

1. Letter of representation addressed to us on behalf of the Board of Directors and signed by

the Chief Executive as per draft provided by us.

2. Board of Directors approval in respect of:

• Transfer of Long term loan to Advance against issue of shares

• Transactions with related parties as disclosed in the notes to the financial statements

Our observation on this set of financial statements is as follows:

• RESPONSIBILITIES OF THE MANAGEMENT AND AUDITORS IN RELATION TO THE FINANCIAL

STATEMENTS

The responsibilities of the independent auditors in a usual examination of financial statements are stipulated in section 255 of the Companies Ordinance, 1984 and International Standards on

Auditing.

While the auditors are responsible for forming and expressing their opinion on the financial statements, the responsibility for preparation of such statements is primarily that of the

Company's management.

Page - 1

BDO Ebrahim Et Co. Chartered Accountants eno rz,abilyt s Paabasa fratiterval palls' 3p tam, u a mentor al WO interoational Lirnittal, a tat toorpoly Waled try tatareadt, 3at ford pad d ItItOrnaticrol BOO nytwola of indapiroterit mailbag bra.

B DO

The management's responsibilities include the maintenance of adequate accounting records and internal controls, the selection and application of accounting policies, safeguarding of the assets of the Company and prevention and detection of frauds and irregularities. The audit of financial

statements does not relieve the management of its responsibilities.

We take this opportunity to thank all your staff for the courtesy and cooperation extended to us

during the course of our audit.

Yours faithfully,

\\,

BDO EBRAHIM a CO.

Encl.as above

Page - 2

BOO Ebrahim Et Co. Chartered Accountants SOO atatorn , a ragman rtipsttrmi plartnmititt rs a fiWenDef' et breCf 41Wttatranki Oritett, a Ott t

a■A the mtemationak 800 network of independent IlleiliDer ffIrt%

ittd by guarantee.,

2nd Floor, Block< [Almon Square, Building No.I Sarwar Shaheed Road Karachi -74200 Pakistan

Tel: .92 21 3568 3030 Fax: .92 21 3568 4239 WWW,bdo.com. pk IBDO

AUDITORS' REPORT TO THE BOARD OF DIRECTORS

We have audited the annexed balance sheet of TAPAL WIND ENERGY (PRIVATE) LIMITED as at February 28, 2013 and the related profit and loss account, statement of comprehensive income, statement of cash flows and statement of changes in equity together with the notes forming part thereof, for the period from July 1, 2012 to February 28, 2013 and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary

for the purposes of our audit.

It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.

We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of above said statements. We believe that our audit provides a

reasonable basis for our opinion and, after due verification, we report that:

Corresponding information in the profit and loss account, statement of comprehensive income, statement of cash flows and statement of changes in equity have not been audited as financial statements for the eight months ended February 29, 2012

were not audited.

Except for the matter stated above we report that:

a) in our opinion, proper books of accounts have been kept by the Company as required by the Companies Ordinance,

1984;

b) in our opinion:

i) the balance sheet and profit and toss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of accounts and are

further in accordance with accounting policies consistently applied;

il) the expenditure incurred during the period was for the purpose of the Company's business; and

iii) the business conducted, investments made and the expenditure incurred during the period were in

accordance with the objects of the Company;

c) except for the matters stated above, in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, statement of comprehensive income, statement of cash flows and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the Company's affairs as at February 28, 2013 and of the profit, comprehensive income, its cash flows and changes in equity for the

period from July 1, 2012 to February 28, 2013 and

d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.

Without further qualifying our opinion, we draw attention to the contents of Note 1.2 to the financial statements which

provides details regarding amalgamation of the Company with other entities.

KARACHI

DATED: 2 6 MAR 2013

BDO Ebrahirn Et Co. Chartered Accountants B[4thrahim Fs PzIustan reg15141.Pq partnenntv Pm, n a IlwrraNN Cr OM) 11Y0Tr00

and leznn pan 0( U, InlerrIttrONO ,etenTil 01 ■Falk-T.K41411st rnmwer funs.

CHARTERED ACCOUNTANTS 4,„4.. Engagement Partner: Zulfikar Ali Causer

TAPAL WIND ENERGY (PRIVATE) LIMITED BALANCE SHEET AS AT FEBRUARY 28, 2013

February 28, June 30, 2013 2012

Note Rupees Rupees

ASSETS NON - CURRENT ASSETS

Capital work in progress 3

Long term deposits 4 13,400,434 9,122,749

CURRENT ASSETS Other receivables 5

5,900,434 7,500,000

45,567 68,135

248,570

3,122,749 6,000,000

48,822 22,060

280,107 Advance income tax

• Cash and bank balances

TOTAL ASSETS EQUITY AND LIABILITY

CAPITAL AND RESERVES Authorized capital

100,000 ordinary shares of Rs. 100/- each

Issued, subscribed and paid-up capital Profit and loss account - (adverse balance)

Advance against issue of shares

6

362,272 350,989

13,762,706 9,473,738

10,000,000 10,000,000

7 500,000 500,000

(1,127,294) (796,262)

(627,294) (296,262)

8 14,320,000

LIABILITIES NON - CURRENT LIABILITIES

Long term loans 9 9,280,000 • CURRENT LIABILITIES

Accrued and other liabilities

CONTINGENCIES AND COMMITMENTS TOTAL EQUITY AND LIABILITIES

10 70,000 490,000

11

13,762,706 9,473,738

The annexed notes from 1 to 17 form an integral part of these financial. statements.

CHI F EXECUTIVE

ANNEX - 3

CURRICULUM VITAE OF THE APPLICANT COMPANY'S SENIOR MANAGEMENT,

TECHNICAL AND PROFESSIONAL STAFF

•

•

ADNAAN TAPAL Ameejee Chambers, Campbell Street, Karachi 74200, Pakistan

Phone: +92-21-32625492 — Mobile: +92-300-8296740 E-Mail: adnaan@ays.com.pk

PROFILE Technology and business focused professional geared towards business development in the power sector. Experienced in project planning, development, and execution. Interacted with all relevant stakeholders in the Power sector in Pakistan

PROFESSIONAL BACKGROUND

Tapal Wind Energy (Pvt) Ltd — Karachi, Pakistan September 2011 - Todate Chief Executive Officer • Responsible for planning and development activity for a 30 MW wind power plant • Involved in development of a Renewable Energy Policy and security documents such as a bankable Power

Purchase Agreement, Implementation Agreement and Grid Code Amendments specifically for wind power projects. Serving as a major proponent of a bankable feed in tariff for Wind Power in Pakistan. Assisting the various stakeholder in arriving at an informed decision

• Lead for all negotiations with government stakeholders such as Alternate Energy Development Board (AEDB), NEPRA (Generation, Standards and Tariff divisions) and NTDC

• Undertaking a comprehensive site specific wind resource study, micrositing and production estimates • Overseeing coordination between suppliers, technical consultants, lenders, financial advisors and legal council • Leading EPC and O&M contract negotiations with suppliers and contractors • Part of a team working with lenders to obtain the best possible financing terms for the project

Foundation Wind Energy II (Pvt) Ltd — Karachi, Pakistan September 2004 - Todate Director • Responsible for planning and development activity for a 50 MW wind power plant • After successfully completing significant developmental works oversaw the sale of majority shares to Fauji

Foundation in 2010. Continue to serve as a board member and a member of the technical committee. Also actively involved in ensuring that construction schedule and costs are according to budget and timeline.

• Served as part of the team to finalize EPC negotiations with contractor and Power Purchase Agreement with power purchaser

Ameejee Valleejee & Sons (Pvt) Ltd — Karachi, Pakistan January 2004 — Todate Director • Oversee the Low Voltage Switchgear components business by managing a team of sales engineers and

technicians in Karachi and Lahore • Work with sales team to ensure monthly sales and revenue targets are being met and to resolve any customer

complaints or problems • Responsible for Inventory management, marketing, branding, sales expansion and complete correspondence with

our principal suppliers • Identify new business opportunities which can complement and expand the existing product line

Telcordia Technologies —, New Jersey, U.S.A July 1998 — October 2001 Network Access Engineering Services — Systems Engineer • Lead engineer responsible for automatic Flow-Through Testing of new Service Orders through Telcordia

Operating Support Systems (SOAC, SWITCH®, LFACS and MARCH®) and the Lucent, Nortel and Siemens Switching Systems

• Created a Job Aid to assist Service Providers in deploying a 'Self Install' version of DSL. The document details the steps involved in Self Install and identifies the CPE equipment which is necessary for the successful deployment of 'Self Install'. The successful implementation helped the Service Provider to significantly reduce cost and time frame associated with deploying DSL to the residential market place

• Responsible for coordinating and integrating requirements for Telcordia's Voice over Packet — NGN Call Connection Agent Generic Requirements.

• Involved in designing a solution for Competitive Local Exchange Carriers (CLECs) to interconnect their network to the emergency E9-1-1 network of the Local Exchange Carrier (LEC). The rapid successful design allowed CLECs to interconnect their network and sign on customers ahead of schedule

Tapal Energy (Pvt) Ltd — Karachi, Pakistan Summer, 1997 • Worked as a member of a team involved in the operation and maintenance of a 126MW diesel power plant

comprising of 12 X 11.5mW heavy fuel operated diesel engines. Helped engineers in the servicing and repair of the generating sets and auxiliary equipment.

General Electric Appliances — Kentucky, U.S.A Summer, 1996 • Involved in the design and implementation of a new computerized Functional Test Loop for serial line production

of Appliance products. Studied existing Test Loops at various manufacturing sites. Compiled a report detailing a series of comparisons and data analyses which explained the differences and similarities between Test Lines. Proposed and implemented a plan for the best possible design.

•

EDUCATION M.S., Telecommunications Management Stevens Institute of Technology, Hoboken, New Jersey

B.S., Electrical Engineering (Minor in Statistics) Bucknell University, Lewisburg, PA, U.S.A Honors: Deans List, 5 semesters

Member, Tau Beta Pi (National Engineering Honor Society)

May 2002 CGPA: 3.8

May 1998 CGPA: 3.4

GENERAL Date of Birth: September 11, 1975 CNIC #: 42301-5123339-3 Languages: English, Urdu (Read, write and speak fluently), Gujrathi (Speak only) Member of Pakistan Wind Energy Council and Institute of Electrical and Electronic Engineers Pakistan (IEEEP)

References available upon request

•

MUSTAFA TAPAL 62/1, 7th Street, DHA PHASE 5, KARACHI,

PAKISTAN Email: Mustafa.tapal@ays.com.pk

WORK EXPERINCE

Foundation Wind Energy Ltd II — Karachi, Pakistan September 2004 - Todate

Director • Responsible for planning, developing and financially closing a 50 MW wind

power plant • Overseeing and concluding financing documents • Overseeing the liaison between the project and government entities • Involved in EPC and O&M contracts with suppliers and contractors • Development and signing of a Power Purchase Agreement that is specific to wind

Ameejee Valleejee & Sons (Pvt) Ltd — Karachi, Pakistan September 2002 — June 2011

Director • Joint head of the textile chemicals division representing M/s Cognis, Germany • Leading the development of a joint venture between M/s Cognis and Ameejee

Valleejee for the local manufacturing and marketing of textile auxiliaries • Coordinating the sales team to ensure monthly sales and revenue targets are being

met and to resolve any customer complaints or problems • Maintain and manage inventory according to orders and seasonal demand to

ensure stocks are available for timely delivery and to prevent overstocking

Tapal Energy (Pvt) Ltd — Karachi, Pakistan June, 1997

Sponsor • Worked as a member of the development team till commercial operations of a

126MW diesel power plant comprising of 12 X 11.5mW heavy fuel operated diesel engines.

EDUCATION

• High School Diploma 1995, Karachi Grammar School. • BSBA from Bucknell University, Lewisburg P.A. USA. Double major in

Accounts and finance.

LANGUAGES & INTERESTS

Languages Interest

: Fluent in English, Proficient in spoken Urdu and Hindi. : Swimming, music, reading and all water sports.

ANNEX - 4

FINANCIAL ARRANGEMENT

•

•

STRICTLY PRIVATE & CONFIDENTIAL

November 26, 2012

Mr. Mustafa Tapal Director Tapal Wind Energy (Private) Limited

Adamjee Chambers, Campbell Street

Karachi 74200

Subject: Proposal to act as Lead Arranger and Advisor for local PKR debt to Tapal Wind

Energy (Private) Limited ("TWEPL")

Dear Mr. Tapal,

On behalf of National Bank of Pakistan ("NBP"), (hereinafter also referred to as the "Lead Arranger

and Advisor or LAA"), we are pleased to submit an indicative offer on best efforts basis for

arranging i) Funded Project Finance facilities of up to PKR 6,075 million for a maximum tenor of

11.5years and ii) Non Funded facilities such as Letters of Credit (both i. and ii. hereinafter referred

to as "the Facilities") for Tapal Wind Energy (Private) Limited ("TWEPL").

This letter and the attached term sheet are referred to as the "Indicative Offer" or "Offer".

In addition to the attached term sheet, the following additional terms, which may not be covered in

the term sheet, have also been agreed upon:

1. Total Advisory & Arrangement Fee shall be 1.50% of the PF Facility, payable to LAA with the

same payment modalities as per the attached term sheet. In case, at a later stage, the LAAs

agrees on an Arrangement Fee lower than 1.5% then the positive differential amount arising

out of 1.5% and the Arrangement Fee agreed amongst the LAAs shall be paid exclusively to

NBP.

2. Fees related to all the other administrative roles including but not limited to Agency roles,

Security Trustee roles and Project Monitoring roles, although mentioned in the term sheet are

subject to final negotiations with the LAAs with regards to the PF Facility and may be higher

than the ones listed in the term sheet. It is pertinent to note that NBP will not be taking any of

the aforementioned roles, therefore, fees for these roles shall not be binding in the term sheet.

This Indicative Offer should not be construed as a commitment by the LAA for arranging the Facilities or providing any funds in favour of TWEPL. Please note that this Indicative Offer is subject,

among other things, to the (i) LAA's reasonable satisfaction with the result of its project financial,

STRICTLY PRIVATE & CONFIDENTIAL

legal and technical due diligence; (ii) the LAA's internal approvals from management and credit

committees, and (iii) satisfactory legal counsel opinions. The terms and conditions of the Facilities,

including the structure, security, amounts, profit rates, and fees, may be modified or supplemented

by the LAA, at any time and from time to time during the course of due diligence or as a result of

changed market conditions or otherwise.

Financial Analysis

The LAAs will carry out their financial due diligence and analysis of the Project based on P90 energy yield estimates as assessed by the lenders' technical advisor. Based on the results of this analysis,

the LAAs will finalize the thresholds of the various financial covenants and other financing terms.

Wind Risk Insurance

The LAAs would encourage TWEPL to explore the possibility of arranging wind risk insurance.

Subject to review of the details of wind insurance coverage, and based on the input received from

• lenders' technical and insurance advisors, certain financing terms may be favorably revised by the

LAAs.

Clarification from NEPRA

The LAAs would encourage TWEPL to seek clarification from NEPRA with regards to deadline of 315' December 2012 under determination by NEPRA in the matter of Fed-in-Tariff ("FIT") Policy for

Wind Farm Projects and the underlying condition that the project applicants cannot switch to Cost-

plus Tariff once they have applied under the Feed-in-Tariff ("FIT") Policy. LAAs would require

clarification from TWEPL on the applicable tariff to initiate due diligence on the Project.

IMPORTANT NOTE:

Post acceptance of the Offer, LAA will be appointed exclusively for arrangement of the Facilities. The LAA retains the right to share or award any roles in relation to arrangement of the Facilities

with other banks and financial institutions in consultation with TWEPL

CONFIDENTIALITY

By accepting the major terms & conditions as stated above, you agree that this letter is for your

confidential use only and that neither their existence nor the terms hereof will be disclosed by you

to any person other than your officers, directors, employees, accountants, legal counsel and other

advisors, and then only on a "need to know" basis in connection with the transactions

contemplated hereby and on a confidential basis (except that, notwithstanding the foregoing, you may make such public disclosures as you are required by law).

MATERIAL ADVERSE CHANGE

As stated in the Indicative Offer, LAA reserve the unilateral right to decline arranging the Facilities,

or renegotiate the terms thereof, in case of any material adverse change.

STRICTLY PRIVATE & CONFIDENTIAL.

Please note that this letter constitutes a proposal for discussion purposes only and it does not in any way constitute a commitment by the LAA to deliver such a commitment by themselves or third

parties. This proposal is neither an offer to sell nor the solicitation of an offer to enter into the

transaction. This offer and its contents are proprietary information and products of the LAA and

may not be reproduced or otherwise disseminated in whole or in part without our written consent

unless disclosure is required under applicable law.

Kindly confirm your agreement and acceptance of the aforementioned and terms and conditions by

signing and affixing your stamp on this letter, in the space provided below, as well as signing and

stamping the indicative term sheet and returning it to the undersigned on or before 25 December 2012 after which this Offer (if not so accepted prior thereto) will expire.

We trust our offer meets your requirements. Meanwhile, if you need any further clarification,

please feel free to contact us. We look forward to working with you on this very important

transaction.

Sincerely yours,

For and on behalf of the LAA

For nd on behalf of

National Bank of Pakistan

Agreed and Accepted for and on behalf of Tapal Wind Energy (Private) Limited by its Authorised

Signatory:

Name:

Title:

Date:

Company Stamp:

TECHNICAL FEASIBILITY STUDY REPORT OF 30 MW W1ND POWER PROJECT AT JHIMPIR, SINDH - PAKISTAN

NOV, 2012

Project Client:

• Tapal.Wind Energy (Pvt) Ltd

Project Consultant:

Renewable Resources (Pvt) Ltd

4.4 t4 V

um-.1 AI!

RENEWABLE

RESOURCES

St.

I o 1.13,} .4... 4 0:4111111 ..

4

W 1111111) i4

.4kat.4.4gisti

1 EXECUTIVE SUMMARY

Located on the western stretch of the South Asian Continent, Islamic Republic of Pakistan is

largely under the influence of tropical desert climate. The thermal depression of South Asia

and the monsoon winds shape up Pakistan's southern coastal areas and northern mountain

areas into a land rich in wind energy resources. The costal wind-energy-rich areas normally

refer to Southern Sindh and the vast plateau to the east and the northeast of Karachi city. The

relative shortage of conventional energy resources in Pakistan, when coupled with the hiking

energy prices worldwide, leads to a tension in the power supply of the country. It has become

a top agenda of Pakistan government to find alternative energies, including wind power.

Government of Pakistan has formulated a policy to standardize and encourage the participation

of private sector in the development and application of renewable energies. A Government

organization, called Alternative Energy Development Board (AEDB), is established to facilitate

the implementation of renewable energy projects. AEDB has target to setup a number of wind power projects in Gharo and Jhimpir.

Very recently, NEPRA (through support of AEDB) has announced upfront tariff for wind power

projects with an aim to setup wind power in the country on a fast track basis.

Tapal Wind Energy (Pvt) Ltd (also referred as "TAC") has opted to invest in a Wind Power

Project of 30 MW installed capacity and to accept the upfront tariff. The Site is located near

the Jhimpir Village of Sindh, about 120 km from Karachi, the largest port and industrial city of

Pakistan, and about 80km from the coastline of the Arabian Sea. The locality enjoys a flat

terrain, scarce plant cover, rich wind energy and a good access to major highways and the

power grid, thus rendering itself an appropriate location for large wind power stations.

This document is the complete feasibility study of the project including but not limited to soil investigations, topographic studies, wind resource assessment, energy yield estimates,

environmental impact assessment, electrical and grid interconnection studies.

Document Title:

Technical Feasibility Study Report

of 30 MW Wind Power Project in

Jhimpir, Sindh - Pakistan

Consultant: Renewable Resources (Pvt) Ltd

Document No

RE2-141-132-001 Date of Approval

Nov, 12

Sponsor: Tapal Wind Energy (Pvt) Ltd

Document Issue

01

Page

16

1.1 PROJECT OVERVIEW AND SITE

TAC (Pvt) Ltd is a Project Company for 30 MW Wind power project located in Jhimpir Sindh that

is towards the East of Karachi. The National Highway and Superhighway are major connecting

roads having a distance of approximately 137 km from Port Qasim. Project Company acquired

land having an area of 197.3 acres. The monsoon from the Arabia Sea, which is stable in its

direction and high, in its quality, brings rich wind energy resource to the Site. The installed

capacity of Project is 30 MW. The geographical location of the project is shown in figure

below.

•

Document Title:

Technical Feasibility Study Report

of 30 MW Wind Power Project in

Jhimpir, Sindh - Pakistan

Consultant: Renewable Resources (Pvt) Ltd

Document No

RE2-141-132-001

Date of Approval

Nov, 12

Sponsor: Tapal Wind Energy (Pvt) Ltd

Document Issue

01

Page

17

Pakistan • 4 421,4*

— • Promr*****tomt**

* Naaral cal**

• Pn****tan cod*

Rained

tornes.40

Roo

...othemookahera e‘Rediam

aYM Men

uze4nls t

titdLtt4

CHINA

‘,„,, er., pl's ,:re,- • OPQ ,•‘• • –•••°

Fil•,.!..

.....-. 4.krax Kt•

ha'

PAKISTAN .5114e

BALOCHISTAN "" -,, 1I ,...,..,/ I N D I A

. „

1

Arabian Sea

New Del

Figure 1-1: fLe_ogia- ohical Location of Project

Document Title:

Technical Feasibility Study Report of 30 MW Wind Power Project in

Jhimpir, Sindh - Pakistan

Consultant:

Renewable Resources (Pvt) Ltd

Document No

RE2-141-132-001 Date of Approval

Nov, 12

Sponsor: Tapal Wind Energy (Pvt) Ltd

Document Issue

01

Page

18

Figure 1-2: TAC Wind Project Site Layout

The terrains are flat at the Project Site with little plantation, savanna being the major

vegetation. There are some very small and scattered pieces of agricultural lands. The area has

dry climate. The satellite map of Project Site is shown below

Further details of Site are given in Section 07 and a Site Transportation and Access Study is

attached as Annex II.

Document Title:

Technical Feasibility Study Report

of 30 MW Wind Power Project in

Jhimpir, Sindh - Pakistan

Consyltant. . lieitiViable:.Rigiftirtes•(Pi;t)`tta

Document No

R52-141-132-001 Date of Approval

Nov, 12

Sponsor: Ta pal Wind Energy (NO Ltd

Document Issue

01

Page

19

TAPAL WIND ENERGY (PRIVATE) LIMITED PROSPECTUS

PROSPECTUS

All stakeholders interested / effected persons and the general public are notified that the authority has admitted the application of Tapal Wind Energy (Private) Limited (TWEPL) for consideration of grant of generation license to finance, design, engineer, procure, construct, install, test, complete and commission a 30 MW wind power generation facility to be located at Jhampir, District Thatta, Sindh. All stakeholders interested/ effected persons and the general public are invited to submit their comments for/or against the grant of license. The comments should be submitted to the registered office of National Electric Power Regulatory Authority within a period of 14 days from the date of this publication.

Brief of prospectus including salient features of TWEPL is as under.

BRIEF INTRODUCTION OF THE APPLICANT

• TWEPL is a private limited company incorporated in Pakistan and registered under the Companies Ordinance, 1984. TWEPL has been specifically established to undertake wind power generation business and activities in Pakistan. The registered office of TWEPL is 2nd Floor, Ameejee Chambers, Campbell Street, Karachi, Pakistan.

SALIENT FEATURES OF THE FACILITY

PLANT DETAILS - 30 MW.

PROJECT NAME - Tapal Wind Energy (Private) Limited.

PROJECT LOCATION -Jhampir, il:M4Ftt (Thattal Sindh, Pakistan.

TECHNOLOGY - 12 (twelve) Goldwind wind turbine generators (GW109 2.5MW), 36 (thirty six) blades (109m dia.), electrical equipment, together with ancillary equipment and other goods and machinery.

• PROPOSED CAPACITY / ANNUAL CAPACITY FACTOR - 30 MW / UPTO 38%

DESPATCH/ POWER PURCHASER - NTDC

TOTAL PROJECT COST - PKR 8,100,000,000 (Pakistan Rupees Eight Billion and One Million Only)

DEBT TO EQUITY RATIO - 75:25

No OF UNITS AND TURBINES - 12 (twelve) Goldwind wind turbine generators (GW109 2.5MW).

Government of Pakistan Alternative Energy Development Board (AEDB)

H # 3, Street # 8, F-8/3, Islamabad. Tel: +92 51 922947-50, Fax: +92 51 9262977

B/3/16/2007-138

Mr. Adrian Tapal Chief Executive Officer M/s Tapal Wind Energy (Pvt.) Ltd Ameejee Chambers, Campbell Street Karachi

4th April 2013

LETTER OF INTENT FOR 30 MW WIND POWER GENERATION PROJECT IN WIND CORRIDOR, SINDH

Your dated 21,7,t, December 2012.

In terms of the Policy for Development of Renewable Energy for Power Generation 2006 ("Policy"), the Alternative Energy Development Board ("AEDB") hereby confirms its interest in your proposal for establishing an approximately 30 MW wind power generation project in wind corridor. The Sponsor(s) is responsible for arranging the land for the project. The Sponsor(s) will be required to get its land validated by AEDB with respect to its bearings in the wind corridor. AEDB may facilitate the Sponsor(s) in arranging the land for the project; however, AEDB has no obligation to provide land to the Sponsor(s) for the project. AEDB acknowledges receipt of the bank guarantee No.BG12900100001089 in the sum of US Dollors Fifteen Thousand (US $ 15,000).

2. The Sponsor(s) is required to complete the feasibility study and achieve the milestones listed at the Annex to this LOI ("LOI Milestones") for the subject project, at no risk and at no cost to, and without any obligation on the part of the AEDB, the Government of Pakistan, any Provincial Government or their respective agencies, within a period of 18 months from the date of issuance of this Letter of Intent ("LOI").

3. The Sponsor(s) is required to carry out and complete the feasibility study at internationally acceptable standards and in accordance with the terms and conditions stipulated in the Policy and this LOI. The feasibility study must include, inter alia, micro-siting details, detailed power production estimates , soil tests reports, technical details pertaining to wind turbines to be used in the wind farm, electrical studies (including but not limited to short-circuit study, power quality study, load flow study and stability study), environmental study, project costing, financing plan, carbon credits, financing terms, tariff calculations and assumptions for financial calculations including economic/financial analysis. The Sponsor is also advised to liaise with the power purchaser while determining the site, project layout, sub-station design and layout, the transmission line, interconnection arrangements, and other related matters.

Subject:

Reference:

4. The validity of this LOI is Eighteen (18) calendar months from the date of its issue, where after it will automatically lapse immediately (unless extended pursuant to clauses 5 or 6), being the 3rd October 2014 (the "Expiry Date"). Issuance of this LOI or the lapsing of its validity, or your conducting a feasibility study there under, cannot form the basis of any claim for compensation or damages by the Sponsor(s) or the project company or any party claiming through or under them against the Government of Pakistan, the Provincial Government, AEDB or any of their agencies, employees or consultants on any grounds whatsoever, during or after the expiry of the validity of the LOI.

5. The Sponsor(s) is therefore required to complete the feasibility study and achieve the LOI Milestones for the subject project within the validity of this LOI. The Sponsor(s) is also required to submit quarterly progress reports. Provided the Sponsor(s) meets the LOI Milestones on the stated dates, the Expiry Date of this LOI shall be extended on a day-for-day basis for the number of days of delay by which the approval or review by the relevant public sector entity listed in the LOI Milestones is delayed beyond the corresponding period stated in the LOI Milestones. In case there is a delay in completion of the feasibility study within the validity of this LOI for reasons not attributable to a public sector entity, a

• one-time extension may be granted up to a maximum period of one hundred eighty (180) days if AEDB is satisfied that the feasibility study is being conducted in a satisfactory manner and is likely to be completed shortly, and provided the Sponsor(s) enhance the amount of the bank guarantee to twice its original amount and extend its validity for a period six (6) months beyond the extended Expiry Date. Furthermore, if the said feasibility study is technically approved by the Panel of Experts and later the tariff awarded by NEPRA is not agreed by the Sponsor(s) (such decision to be made within thirty (30) days of the award of the tariff, and in any event within the validity of the L01), the bank guarantee less 10% deduction for administrative and ancillary charges, would be returned to the Sponsor(s).

6. The Sponsor(s) shall apply to NEPRA for award of tariff within the period of validity of this LOI. Upon tariff being given, the Sponsor(s) shall forthwith submit a new Performance Guarantee in the sum of US Dollars Seventy Five Thousand (US $ 75,000) and obtain the Letter of Support ("LOS") from AEDB within the validity period of this LOI, provided, if the award of the tariff is delayed beyond the initial validity of the LOI, the Sponsor(s) shall extend the bank

• guarantee for a further period of six (6) months and the Expiry Date shall be extended ipso facto for a further period of six (6) months, and the Sponsor(s) shall obtain the LOS and submit the Performance Guarantee within the extended period afore-said. For the avoidance of doubt, the afore-said extension process may be repeated if the tariff is not announced (including on any review petition filed by the Sponsor(s), such review (if any) to be filed within the period prescribed in the NEPRA (Tariff Procedures and Standards) Rules) up to fifteen (15) days before the then prevailing Expiry Date.

7. In case the Sponsor(s) fails to meet the LOI Milestones or perform any other obligations set forth in the Policy and this LOI, including the extension of the date of expiry of bank guarantee as provided herein, AEDB will terminate this LOI and encash the bank guarantee.

(Arif Alauddin)

Chief Ex cutwe-Offtett

AEDB

8. (A) Pending the nomination of the Main Sponsor per sub-clause (B), the M/s Tapal Wind Energy (Pvt.) Ltd. is liable for all obligations and liabilities of and on behalf of all other shareholders/ Sponsor(s) (without relieving the other shareholders/Sponsor(s) of their obligations and liabilities under this L01). It is emphasized that the financial and other relevant credentials of M/s Tapal Wind Energy (Pvt.) Ltd. were a fundamental consideration for exercise of its discretion by AEDB to grant this LOI. Accordingly, M/s Tapal Wind Energy (Pvt.) Ltd. shall not transfer or assign its shareholding (or other participatory interest, if the project company is not formed by the date of issue of the L01) in the project or the project company without the prior written approval of AEDB, which approval may be declined by AEDB in its discretion if the proposed transferee's financial and other relevant credentials are found unsatisfactory.

(B) The Sponsor(s) is advised to nominate the Main Sponsor (being the

individual or group holding at least 20% equity or participatory interest in the IPP project) no later than the Expiry Date of the LOI. In default of nomination as aforesaid, the M/s Tapal Wind Energy (Pvt.) Ltd. will be deemed the Main Sponsor for all intents and purposes. The Main Sponsor, together with other initial project shareholders/Sponsor(s) (which shall, subject in each case to sub-clause (A) above, be firmly settled and announced to AEDB by the Expiry Date of the L01), must hold 51% of the project equity for a period up to the project's Commercial Operations Date (COD).

(C) Any actual or purported transfer or assignment of the shares or other participatory interests by the Sponsor(s) / shareholders in contravention of the foregoing restrictions without prior written consent of the AEDB shall render this LOI void and the bank guarantee will be enchased in such case by AEDB.

9. This LOI is not assignable and non-transferable. This LOI shall be void upon any actual or purported assignment or transfer hereof without the prior written consent of AEBD.

10. This LOI is issued in duplicate on the date hereof, and it shall come into effect when one copy is received by AEDB after being duly countersigned by you. Nevertheless, this LOI shall lapse if the countersigned copy is not received at AEDB within 15 days of its issuance.

(Adnan Tapal)

Chief Executive Officer

M/s Tapal Wind Energy (Pvt.) Ltd

Annex-I Milestones for the Letter of Intent (L01)

Sr. No.

Milestones Time Frame (in Months)

1. Issuance of Letter of Intent (L01) To 2. Submission of complete Feasibility Study to AEDB,

comprising of;

(i) Technical study including resource assessment, plant & equipment details, layout and energy production analysis.

(ii) Grid Interconnection Study (approved by NTDC)

(iii) EIA / IEE study (approved by provincial Environmental Protection Agency)

No later than 120 days prior to the expiry date of the LOI

3. Verification fee To be submitted within 07 days of written request by AEDB

4. Final approval of feasibility study by Panel of Experts

Within 45 days after submission of feasibility study, provided any requisite modifications are timely made by the Sponsor(s) and the modified feasibility study is resubmitted within 15 days of a letter by AEDB requiring the modifications

5. Submission of application to NEPRA for tariff determination and Generation License

Within 15 days of final approval of the feasibility study by AEDB

6. Award of Tariff and Generation License by NEPRA Within the validity of the LOI (as may be extended under clause 6)

7. 1 Acceptance of Tariff by IPP Within the validity of the LOI (as may be extended under clause 6)

8. Posting of Performance Guarantee for Issuance of Letter of Support (LOS)

At least 15 days before expiry of LOI

9. Issuance of Letter of Support (LOS) by AEDB at least 7 days before expiry of LOI

•

•

ANNEX - 10

O&M ARRANGEMENT

0

TAPAL WIND ENERGY (PRIVATE) LIMITED

Operations & Maintenance Arrangement

The Sponsors have already negotiated a turnkey EPC Contract which provides 2 year warranty period

which provides operations and maintenance as well and 8-year full services O&M Contract with

Hydrochina Corporation, which is a Chinese state-owned corporation. Hydrochina mainly undertakes

EPC (turnkey), investment, design, consultancy, supervising, evaluation, project management, O&M and

related technical management in hydro, wind, solar and other renewable energy projects. With regards

to O&M, Hydrochina is currently providing its O&M services to 6 projects mainly in China with total

capacity of 472.5 MW.

The overall term of the O&M Arrangement with Hydrochina for Tapal Wind Energy (Private) Limited

(TWEPL) is 10 years (including 2 year Warranty Period O&M under the EPC Contract). As an O&M

Contractor, Hydrochina will be completely responsible for the entire operations and maintenance of the

Complex post-COD. The O&M Contractor has, as part of its obligations under the O&M Agreement,

guaranteed the performance of the wind farm for the contracted period, thus minimizing the technical

• operational risk of the Project. The O&M Agreement covers minimum performance standards of the

plant and provides a complete turn-key O&M solution for the Project.

Upon completion of the 10 year O&M period, the Sponsors will carry out a cost and benefit analysis of

carrying out the O&M themselves or again outsourcing the work to the O&M contractor.

ANNEX - 12

IEEA STUDY

•

•

•

•

Reteren No: EP

RONMENTAL PR ITECTION AGENCY GOVERNMENT OF S1NDH

Plot* ST-2/1, Sector 23, KIA, Itaraoht- /4W0 Ph; 5085950, 5065598 5065637

5005532, 506594G 5065621 eoasintitcyber net pk

5065940

ENV

Dated: 08th May, 2013

SUBJECT: DECISION ON INITIAL ENVIRONMENTAL EXAMINATION (IEE)

1. Name & Address of Proponent:

2. Description of Project: 3. Location of Project:

4. Date of Filing of IEE:

Chief Executive Officer, Tapal Wind, Ameejee Chambers, Camb ell Street, Karachi. Establishment of 30 MW Wind Power Project Jhimpir Wind Corridor, near Nooriabad-Jhimpir Road, District Thatta, Sindh. 13-3-2013

5. After careful review and analysis of the Initial Environmental Examination (LEE) report, the Environmental Protection Agency Sindh accords its approval subject to the following conditions:

i) All mitigation measures recommended in LEE report should be complied with, for achieving negligible impacts on physical, biological, environmental and socio-economic resources of the area. National Environmental Quality Standards (NEQS) for ambient air quality, noise, air emissions, wastewater and drinking water shall be followed in letter and spirit.

ii) A complete code of Health, Safety and Environment (HSE) shall be developed which should include efficient parameters at specific work place. For this purpose HSE setup should be established and supervised by a designated HSE officer at the senior level with sufficient administrative and technical authority to perform the designated functions. Proponent will make sure that the operating instructions and emergency actions are made available to every worker / labor at the site.

iii) The proponent shall appoint an Independent Monitoring Consultant (IMC) whose responsibility shall be to monitor the project activities. The IMC shall ensure that the activities at project site are undertaken in environment friendly manner and the mitigation measures are implemented as per the recommendations of IEE. The IMC shall also guide on implementation of environmental management systems. The proponent shall be liable to submit monthly environmental monitoring reports produced by IMC to EPA Sindh. The report shall include pollutants measurement and analysis reports along with photographic records showing therein the environmental conditions at site during the construction and operation stages of project.

iv) The proponent shall be under obligation to compensate for any significant adverse short term, long term and irreversible impact occurred due to survey. A site manager shall be designated and notified, who will be overall responsible for the site. The residual impacts on the soil and water quality should be monitored throughout the project.

v) During the project execution, safe distances of the under mentioned environmental sensitivities will be maintained: • 500m from communities, industries and main transport network • 300m from community water well • 100m from archaeological / cultural site / monument • Distance will be measured from th ip blade of turbines or and transmission

power lines associated.

vi) Employment should be provided to local people and assured for unskilled jobs. Skilled jobs shall be given to locals after providing them proper field training, where a minimum training is required. Local people should be informed and explained well in advance about the operation. Compensation should be provided to inhabitants in case of loss of agriculture land, crop property, etc., in accordance with the rates, that are agreed upon. All conflicting issues regarding compensation etc. should be settled in advance prior to the start of activity. Benefits to local people will be offered under Corporate Social Responsibility (CSR) policy, community development schemes will be decided in consultation with local communities and may be facilitated by involving district / local Government office.

vii) Local people should be provided with community welfare schemes i.e., draught relief programmes, educational programmes, and establishment of health units, veterinary/live stock care unit etc., which should benefit them and develop mutual trust. Sustainability of these facilities should be ensured.

viii) Project activity will not be carried out within buffer zone of any projected area designated under Sindh wildlife protection act.

ix) Campsites will be located at least one kilometer away from any settlement to avoid disturbance to the local people.

x) No industrial or residential activity will be permitted on the land allocated for wind energy projects.

xi) The project shall be constructed in the prescribed time strictly as per schedule, which shall be submitted to this office at the start of construction activity.

xii) Compensation will be provided to the inhabitants in case of loss of agriculture land, crop property, etc., in accordance with the rates, that are agreed upon.

xiii) The proponent shall ensure facilitation to the EPA officer(s)/official(s) for the regular inspections to verify the compliance of the PEP Act, Rules and Regulations framed there under and the conditions contained in this approval.

6. This approval shall be treated cancelled if any of the conditions, mentioned in para-5 above is violated. In follow up of the cancellation of this approval prosecution under the provision of Pakistan Environmental Protection Act, 1997 will be initiated against the proponent.

7. The proponent shall be liable for compliance of Section 13, 14, 17 and 18 of EIA / lEE regulation 2000, which direct for condition for approval, confirmation of compliance, entry inspection and monitoring.

8. This approval does not absolve the proponent of the duty to obtain any other approval or consent that may be required under any other law in force.

9. The lEE report is meant only for proposed activities described in IEE only. Proponent should submit separate lEE required under regulations, along with site specific Environment Management Plan for any consequent and subsequent activity for approval of EPA, Sindh.

10. All the environmental conditions of this approval shall be incorporated in the terms and conditions of tender documents of the project for strict compliance. The tender documents incorporating the conditions shall be provided to this office for record. However overall responsibility for compliance of conditions of this approval shall lie on the proponent EPA Sindh at any stage of the project reserve the right to issue instru n for an independen audit for to ensure that the project is being done under strict com anc of Er iron ntal legislation and conditions of this approval.

em Ahmed Mughal Director General

ANNEX - 13

GRID INTERCONNECTION

•

•

TAPIR, WIND Date: 8th May 2013

Mr. Tahir Malunood General Manager CPPA 6th Floor, PIA Tower, Egerton Road, Lahore Pit. No. 99202619 / 99202682

Subject: Electrical Grid Studies for 30 MW Wind Power Project by Consortium of Tapal Wind, Ismail Power and Al(htar Power Near Jhiinpir, District Thatha, Sindh

Dear Sir,

As you may be aware, Tapal Wind Energy (Pvt) Ltd is a 30MW wind power plant which is in a

very advanced stage of development. We had submitted our Grid Interconnection studies on 4th

January 2013 to your office for approval. As a follow up to this, a letter was sent from your good

office (attached here) to GM Planning (Power) on 29th January 2013 for review and approval.

Unfortunately, to date, we have not heard back from your office about any progress being made on

this subject. It has now been over four months. We are in urgent need of your comments or

acceptance of our Grid Interconnection Study so that we may proceed with our project

development. On acceptance, we would also request you to provide a consent letter for off-take of to v \

power.

We have already initialed our EPC contract with our supplier and have signed a term sheet for local

financing and once we receive acceptance on the Grid Studies we will immediately file for our

tariff and proceed with signing of the EPA.

Sir, given the urgency of this matter, I hope you can instruct the relevant department to approve our

study or else provide us any comments they may have.

Thanking you and best regards.

Adnaan Tapal Chief Executive Officer

Cc: Chief Executive Officer — AEDB

Cc: Chairman - NEPRA

LIrnagaicla

O1,4 TOO, M • PAI3X: 042-99202211/21013 • •Tel: 042-99204045

Fax: 042-99201179

No. COO / Qpi>/vg•E-x]./ M 1"- 1 V /TW1.6;72291/

Office of the Chief Operating Officer (CPPA)

107 — INAPDA-tiouse Lahore

uated: 2. ot I 2013

&DE$P3Tell ;

General Manager Planning (Power) NTDC 5th.Flonr, PIA Tower, Egerton Road, Lahore.

Subject:. Electrical Grid Studies for 30 MIL Wind.Power Pr:difacP• b. Tapal.Wind. near District .T.;hatta, Sindfl •

• Ref: Your letter No. GMPP/CEMP/TRP=380/8374-a0. datect28..12.2012

Grid Interconnection Study Report furnished by M/s.Taual Wiad tCorisortiurn of Tapal

Wind, Ismail Power and Alchtar Power] vide letter dated 04.01 .2013 (received in this.

office on 21,01%2013) prepared by M/s• Power Piann.ers. International (P91). in the; iiRritof

your instructions vide above referred letter i5 attached for your,review and approval.

DA/Po..,;khoy(.1

4t 1„k' • (Engr,Abdul Gttmt1 Tar4 ,

CE (Protti-10.07:

CC:

L-1 •

Mr. Adnan Tapal, Chief Executive Officer, Tap& Wind,. Arneejee Chambers, • Campbell. Street, Karachi.

2. M/s Power Planners international (PPI), 66-H/4 WAPDA Town, Lahore.

3. PA to. COO. (CPPA)., OTANAPOA House, Lahore.

q. Master File •

f 1 .,.•

-TAPAs WIND Date: ,Tanualy 2013

The Chief Engineer — CPPA, 6 h̀ Floor, PIA. Tower, Egerton flood, Lahore

—1r14 u- 99202619

• *„,,,(

j;k to

Subject: Electrical Grid Studios for 30 MW Wind Power Project by Consortium of Tapal Wind, Ismail Power and Alchtor Power Near .Thimpir, District Thatho, Sindh

Sir,

Please. It- ud herewith [for your. approval, the Grid Interconnection Studies Report (in

duplicate) of our 30 MW Wind Power Plant Project at Jhirnpir, Sindh.

The Report includes all the necessary studies required for the feasibility of

interconnection of our 30 MW Wind Farm with the main grid as follows;

Load flow analysis

2, Short circuit analysis

3, Dynamic and transient mobility analysis

4. Power quality analysis

Thanks and best regards.

Adman Topa] Chief Executi cc Officer

Cc: Power Planners International_ 66 —11/2. Wapda Town, Lahore

Arnee,iee Chambers, Campbell Street Karecnt 74200, Pakistan Ph: -92-21-32625492, Fax: +92-21-32623930

Ahsan Zahir Rizvi Ayla Ahmed Hasnain Naqvee Yousaf Khosa Bilal Shaukat Nadir Altaf Omer Soomro Mazhar Bangash Arshad All Mansoor Ghanghro Natalya Kamal

ADVOCATES

LAW COUNSELLORS

ROAD - 44000

2851337 111-LAWYER

2850444

F-8/4, ISLAMABAD PAKISTAN

E-Mail: islamabad@riaalaw.com

Associated Offices:

RIAALAW China RIAALAW Kabul RIAALAW U.K.

A LexMundi Member

RIAA

SECTOR

& CORPORATE

68, NAZIMUDDIN

Tel: (92 51) 2852427-30, UAN: (92 51)

Fax: (92 51)

17 June 2013 v-t-Z0-1 fk-r.

t^-Act-

• Iftikhar All Khan (Deputy Director) National Electric Power Regulatory Authority,

OPF Building, Shahrah-e-Jamhuriat

G-5/2, Islamabad.

Dear Sir

_ Lt.(Re.)444(7-) 4,Ist _

____ LA- CfiC

Subject: APPLICATION FOR GRANT OF GENERATION LICENSE IN RESPECT OF 30

MW WIND POWER PROJECT

This is with reference to your letter dated 05 June 2013 bearing reference no. NEPRA/R/LAG-

30/TWEPL/5427 (the "NEPRA Letter"), whereby additional documentation and clarification was

sought with regards to the application submitted by Tapal Wind Energy (Private) Limited ("Tapal"

or the "Company") on 30 May 2013 (the "Original Application"). We are acting on behalf of and

as legal counsels of Tapal.

In response to the NEPRA Letter, please find our responses, in seriatim, as below:

www.riaalaw.com

S NO.

DOCUMENTS STATUS

1. Certified copies of Certificate

of Incorporation.

Please find attached herewith as Annex A.

2. Certified copies of

Memorandum of Association.

Please find attached herewith as Annex B.

3. Interconnection with National

Grid Co. distance and name of

nearest grid, voltage level

(single line diagram)

Please find attached herewith as Annex C.

4. Information regarding The Company is located in Jhimpir Sindh within

D-67, Block 4, Clifton, Karachi

E-Mail: karachi@riaalaw.com UAN: (92 21) 1 1 l -LAWYER

191-A, Shami Road Cavalry Ground, Lahore Cantt.

E-Mail: lahorelc4riaalaw.com UAN: (92 42) Ill-LAWYER

Suite Nos. 2 & 4, 2"d Floor Cantonment Plaza Fakhar-E-Alam Road Peshawar Cantt.

Email: peshawar@riaalaw.com UAN: (92 91) 111-LAWYER

RIAALAW Page 2

Infrastructure: roads, rails, staff the same wind corridor as many other wind power colony, amenities projects. The Bin Qasim Port, which is the point of

delivery of equipment for the Project, is located towards the Southwest of the Site.

In order to make transportation to the Site, a detailed Transportation and Site Access Study has been carried out by the Project Technical Consultant "Renewable Resources" (please refer to Annex II of the Feasibility Study, which is appended as Annex 7 of the Original Application). As per the study, access to the Project Site has been planned from Port Qasim using National Highway and Super Highway, whereby two different routes leading to the Site have been studied with respect to the track quality, elevations, waterways, nearby surroundings and overall suitability. Both routes are viable options and will serve as backup for each other during the construction period.

The study has elaborated few critical points that need to be addressed during construction of the roads at the Site in order to make a suitable connection of the Site with the recommended routes and allow movement of heavy vehicles, hardware and execution of civil works.

Under the turnkey EPC Contract, the EPC Contractor is responsible for the construction of roads at the Project Site and also for the access road. The EPC Contractor is also responsible for setting up clean, safe and secure staff colony within the Project Site, which will be used by the EPC and O&M Contractor's team during construction and operations of the Project. The project team's staff will also be resident here. Furthermore, the procurement of utilities for the staff colony and construction activities will be the responsibility of the Contractor under the EPC and O&M Contract signed by the Company. During construction, electricity will be provided by

RIAALAW Page 3

generators and water will be transported via bowsers. Septic tanks will be constructed for all waste disposal. Disposal of waste is the responsibility of the EPC contractor.

With regards to telecommunication, the wire based land line network is currently available in nearby towns that can be requested for the Project Site (if required), whereas all major mobile operators already have coverage on the Site area. The project site will have a microwave antenna for dedicated high speed data and voice communications.

5. Safety plans. Tapal has carried out a comprehensive environmental study to assess the impact of the Project on the environment. The Study titled

"Initial Environment Examination" (IEE) has already been approved by Sindh Environmental Protection Agency (SEPA) on May 8th, 2013. As per the study, the Project has no significant hazardous impact on the environment. However, the study has addressed minor adjustments that shall be required during the construction phase in order to ensure the safety of the environment and Project personnel. The study also details an environment management plan which will be

enforced by the project team and the EPC contractor. The recommendations of the IEE have further been enforced upon by SEPA in its approval of the IEE. As per the EPC Contract signed by the Company, the EPC Contractor will

be responsible for adhering to the

recommendations of the IEE during the construction phase in order to comply with the SEPA approval. A copy of the IEE has already been provided to the EPC Contractor as part of the

EPC Contract.

In addition, the EPC Contractor is required under the EPC Contract to comply with all applicable

safety regulations according to the laws of

Pakistan and take care for safety of all personnel

RIAALAW

Page 4

entitled to be on the Site. The EPC Contractor shall use reasonable efforts to keep the Site clear of unnecessary obstruction. Furthermore, the EPC Contractor shall be responsible for provision of, lighting, guarding and watching of the facility during construction of the Project. The EPC Contract also requires the EPC Contractor to provide temporary roadways, footways, guards and fences during construction for the use and protection of the public and of owners and

occupiers of adjacent land.

Similarly the O&M Contractor is required under the O&M Contract to provide security in accordance with prudent industry practices. The O&M Contractor shall comply with reasonable health and safety requirements established from time to time by the legal and regulatory authorities. The O&M Contract also requires the O&M Contractor to take all reasonable precautions to protect the Complex, Project Company and O&M Contractor's Personnel, sub-

contractors, public and the environment.

With regards to the health and safety of the personnel during the construction and operation of the Project, the guideline of "safety first, (accident) prevention foremost" will be practiced. Comprehensive management and supervision will be applied to all staff members and the whole operation process, in order to ensure safe operation of the equipment and personal safety of workers.

A safety and health supervision department will be established on the wind farm, which is to be in charge of the education, training and management of safety and health related issues after the project is put into operation. There will be safety personnel in the production section, and a part-time worker for the routine safety and health work.

The systems of patrol inspection, operation

RI AALAW Page 5

guardianship, maintenance and over-haul will be

established for the daily maintenance of

production equipment, instruments and apparatus. The safety and health supervision department will provide sound meter and other appropriate inspection equipment, as well as necessary public education service for production safety.

A comprehensive safety system will be established

during the preparation phase, and carefully

implemented during the construction and

operation process. The systems of work sheet,

operation sheet, shift relief, patrol inspection,

operation guardianship, maintenance and over-

haul will be strictly implemented. The Safety

Regulation of the wind farm will also be seriously observed to preclude accidents such as fall, fire, or

electric shock.

6. System studies, load flow, short circuit, stability, reliability.

Evidence of submission of Interconnection Study to the Power Purchaser has been already provided under Annex 13 of the Original Application and

the same has also been covered within the

Feasibility Study.

It is pertinent to note that we are still awaiting approval of the same from the power purchaser. However, please find attached herewith copy of the Interconnection Study in a soft form (in a CD), attached herewith as Annex D.

7. Plant characteristics (generation voltage, frequency, power

factor, automatic generation

control, ramping rate,

alternative fuel, auxiliary

consumption, time(s) required

to synchronize the grid).

Please find attached herewith as Annex E.

8. Information regarding control,

metering, instrumentation and

protection.

Please find attached herewith as Annex F.

9. Information regarding training

and development.

The O&M of the Project shall be managed by the EPC Contractor for initial 2 years post-COD as Warranty Period O&M under the EPC Contract.

RIAALAW

Page 6

The O&M for years 3 — 8 shall be carried out by the same contractor under the O&M Contract. Throughout the O&M period, the Contractor shall be responsible for On Job Training (OJT) of the local team, which shall remain part of the O&M and gradually take over after completion of O&M

tenure.

The EPC and O&M Contracts mention in detail the training requirements for the operation of the wind farm and the Project Company's Personnel. As per the Contracts, the Contractors are required to provide details of how training will be carried out, including the number of days of training outside Pakistan, and the number of people who will be trained under their offer. The Contractor will ensure that the personnel working on the wind farm during the construction and the operation periods are correctly trained and qualified for the roles that they are performing and that a record of

their training is maintained.

The Contractors are required to provide special emphasis to the Health & Safety (H&S) aspects of the Project construction and operations, for which specific training will be provided by the Contractors to all of the operations and maintenance personnel, including the regulatory requirements for the use of any special safety equipment required for the undertaking of such functions. Such training will be in addition to any other training provided and will continue, for each individual, until each said individual can be certified by the Contractors as having attended the full H&S training, thus gaining sufficient appreciation of the H&S requirements to operate

the Project.

Although the content of the training modules will be finalized between the Contractors and Project Company prior to COD, some specific training needs that will be covered include the following:

RIAALAW Page 7

a) Procedures for operation and maintenance of the wind farm and its associated equipment.

b) Awareness and application of safe systems of

work and the responsibilities of all staff

involved in operations and maintenance duties.

c) Fire control and prevention (including equipment maintenance and management and `emergency plan').

d) First aid provision (including 'emergency

plan'). e) Working at heights (including 'emergency

plan'). 0 Working on, at or near rotating plant.

g) Working on, at or near high and low voltage AC and DC apparatus (HV & LV) and the differences between live, not live and dead

circuits. h) Working on, at or near energized systems

(such as pressure vessels, accumulators,

springs, gearing, torque arms, unearthed

electrical systems and dampers).

i) Working on, at or near hazardous substances (oils, chemicals, insulators and gases).

j) Confined space works and requirements

therein.

The Contractors shall provide or procure the

provision of these training needs for all O&M personnel in order that the O&M services may be performed in accordance with Project Agreements and Prudent Industry Practices.

10. Approval Study

of the Feasibility It is highlighted that the approval of the feasibility study is not required pursuant to the NEPRA Licensing (Application & Modification Procedure)

Regulations, 1999.

Nonetheless, though the Upfront Tariff regime

does not specifically require the approval of

Feasibility Study by the panel of experts of AEDB but it may be noted that in order to undertake the project, a bankable Feasibility Study is required

RIAALAW Page 8

which is acceptable to the Lenders and the

Contractor. Consequently, the Feasibility Study submitted to NEPRA meets the standards and

fulfill the requirements thereunder.

11. Approval of the Interconnection

Study of the Project

Please refer to our response to Comment No. 6

above.

We hope that our responses adequately satisfy the objections set out in the NEPRA Letter.

The Project Sponsors are eager to progress their Project, and contribute to the Country's energy sector. We look forward to your continued support in helping the Project achieve its goal.

Warm Regards

RIAALAW, ke)

ANNEX - A

CERTIFICATE OF INCORPORATION

Interconnection with National Grid Co.

Tapal Wind Energy (Private) Ltd will be connecting to the exiting Jhimpir — Thatta 132 kV circuit via a looping in-out arrangement. Interconnection point will be the 132kV gantry of the projects substation. The existing 132kv line, which runs between Jhimpir and Thatta grid stations is approximately 650m from the southeastern border of the project site. The Jhimpir grid station is approximately 18kms from the project site and the Thatta grid station is approximately 35kms from the project site.

The interconnection scheme and the Single Line Diagram is attached here.

•

•

Interconnection of 30 MW TAI With TAI, September 2014

Dadu Lakhra

JamshoroNew / /

Qasimabad-II

Hub NKI

Jamshoro old

T.B.Khan D.B.Cement

Legend

132 kV

220 kV

500 kV

Proposed 132kV for WPPs till 2014

Sketch-3 TAI Electrical Grid Study

Power Planners International

1 seta D Re/ wG

1 TAI Sketch -3.DWG 2312

PLANT CHARACTERISTICS; Generation Voltage, Frequency, Power Factor, Automatic Generation Control, Ramping Rate, Alternative Fuel, Auxiliary Consumption, Time Required To Synchronize The Grid

Generation Voltage

Wind Turbine Generator Output voltage 0.69 kV

Voltage at point of Complex gantries 132 kV

Frequency

At point of interconnection 50 Hz

Power. Factor 0.95 lead — 0.95 lag At point of interconnection

Automatic. Generation Control

• Connected from generator to grid via full scale power converter. Please refer to Figure 1 for

details on control systems used in WTG

• Wind power plants exempt from frequency control as per 7(I,) of NTDC/NEPRA Grid Code

Addendum No. 1: Grid integration of wind power plants

Ramping Rate • Atleast 10% of plant available capacity (as per wind conditions) per minute

Alternate Fuel

• Not applicable

Auxiliary consumption

• Approximately 2,200 MWh/year

Time required to synchronize to grid

• Synchronization of WTG performed through Phase Locked Loop (part of power converter),

during WTG start up

• Less than 1 minute

• Synchronization Seller Interconnection facilities to be performed via check synchronism

relays. Time required on the order of ms (milliseconds) •

•,7 )4.). COOUNG SYSTEM

Fan speed ((pm) Temp.pC) C is Pedal) STS Idertal)

Power (I,W1 CTS Idlipten STS (dsdar)

SCADA

7 Temp. CC) N

Speed (deges)/ GENERATOR

t4 t ; ; • • "1 V V

AC DC DC AC

Seed ( Angle (deg),

Position ref, (deg)

PITCH 2 1 argue Idc(A)

V rapacity (V) CTS (algae') sr's rlige0

CONVERTER CONTROLLER Power

WATER 1 V grid pf4d ramp Tornio Power lector CTS 5 Ts I (V) (AI pprn1 (Nm) (kW) (deg) Ogle')

COOLING Temp.("c)

grd

A PIVSSUIle (bar) --- J CTS (dsda/)

ST'S (dIgital) 41

- cTS 0104

Speed (m/s) Nectoon (deg)

•

i'

t11'

Oct.

1.

speed (rpm) HYDRAULIC CTS pkol) 4

SYSTEM sts id•gnal) J

CTS: Control 5igrua I (digital signal). g. Reset parameters, open/ rime valves, etc.

VS: State signal (ctignal signal). e.g. Motors switched on/off, brakers open/close, etc.

Po calor Speed C 1S 515 (deal (dr g/s1 (died') fdkenan

YAW SYSTEM

MAIN

CONTROLLER

Figure 1: Control Systems used in Goidwind GW100 w.5 MW Wind Turbine

•

ANNEX - F

INFORMATION REGARDING CONTROL, METERING, INSTRUMENTATION AND PROTECTION

•

•

INFORMATION REGARDING CONTROL, METERING, INSTRUMENTATION AND PROTECTION

Metering

• Main and Backup meters to be installed in tamper proof, CPPA approved and sealed panels,

placed in air conditioned rooms

• Main meter to be (i.) provided by CPPA/NTDC, or (ii.) procured by Project Company as per

CPPA/NTDC requirements

• Switchyard to include dedicated metering instrumentation transformers (CT/VT).

• CT/VT Accuracy class: 0.25

• CT Burden: As per NTDC specifications

HV Protection

Line Bays

• Line distance protection on feeder(s) >10 km

• Line differential protection on feeder(s) <10 km

• Overcurrent/Earth Fault protection

• Built in check synchronism function

Switchgear

• Bus Bar Differential protection

• Breaker Failure protection

Transformer

• Transformer differential protection

• Restricted Earth Fault protection

• Overcurrent/Earth Fault Protection

Capacitor Bank

• Overcurrent/Earth Fault protection

• Synchronization to be performed through check sync relay with inputs from HV protection

CT/VT

• All protection relays/instrumentation shall be approved by Power Purchaser prior to

procurement