Board meeting - other than financial results

N I S H A T

NPL/PSX/55

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building,

Stock Exchange load. Karachi.

July 21, 2025

SUB: BOARD MEETING - OTHER THAN FINANCIAL RESULTS

Dear Sir,

We have to inform you that the Board of Directors of Nishat Power Limited ("the Company") in their meeting held on July 21, 2025 at 11:00 a.m. at 1-B, Aziz Avenue, Canal Bank, Gulberg V, Lahore has approved to recommend under Section, 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017, to make following investments in NexGen Auto (Private) Limited, an associated company, subject to the approval of the shareholders:

• Upto PKR 2,000 Million from time to time by way of acquisition / subscription of 200,000,000 ordinary shares of Rs. 10/-each of NexGen Auto (Private) Limited.

• Upto 500 Million in terms of Working Capital Loan / Advance for a period of one year starting from the date of approval by the members, provided that the return on any outstanding amount of loan shall be 3 Months Karachi Inter Bank Offered Rate (KIBOR) plus 100 bps (which shall not be less than the average borrowing cost of the Company or KIBOR for the relevant period, whichever is higher).

A disclosure form in this respect is attached herewith.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting (EOGM) of the members of the Company will be held on August 13, 2025 (Wednesday) at 11:30 a.m. at Emporium Mall, The Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore.

The notice of EOGM of the Shareholders is attached herewith for circulation.

NOTICE OF BOOK CLOSURE

The Ordinary Shares Transfer Books of the Company will remain closed from August 06, 2025 to August 13, 2025 (both days inclusive) attending and voting at EOGM. Physical transfers / CDS Transactions IDs received in order in all respect up to 1:00 p.m. on August 05, 2025 at Share Registrar, Hameed Majeed Associates (Pvt) Limited, 7-Bank Square, Lahore, will be considered in time for attending the meeting.

Contd.P/2

Head Office % : 1-B, Aziz Avenue, Canal Bank, Gulberg V, Lahore.U*: *92-42-35717090-96, 35717159-63 % : +92-42-35717239 Y https://www.nishatpower.com nishat@nishatpower.com

N I S H A T

You may please inform the members of the Exchange accordingly. Thanking you,

Khalid Mahm d Chohan

Copy to : -

The Director/HOD

Surveillance, Supervision and Enforcement Department Security and exchange commission of Pakistan

NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad

IStSHA'£ POWER LIMITED

N I S H A T

NISHAT POWER LIMITED DISCLOSURE FORM

(Securities Act, 2015)

21 July, 2025

Khalid Mahmd"od Chehan

Company Se.cretar}

NISHAT

Notice is hereby given that Extraordinary General Meeting of the Members of Nishat Power Limited ("the Company / NPL") will be held on August 13, 2025 (Wednesday) at 11:30 a.m. at Emporium Mall, The Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore to transact the following business:

Special Business: -

To consider and if deemed fit, to pass the following resolutions as Special Resolutions under Section 199 of the Companies Act, 2017, as recommended by the Board of Directors with or without modification, addition(s) or deletion(s).

1. RESOLVED THAT approval of the Members of Nishat Power Limited ("the Company") be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and subject to other regulatory approvals, if applicable, to make long term equity investment of up to PKR 2,000 Million (Pak Rupees Two Billion Only) from time to time by way of acquisition / subscription of 200,000,000 ordinary shares of Rs. 10/-each of NexGen Auto (Private) Limited (NexGen), an associated company.

   RESOLVED FURTHER THAT this resolution shall be valid for a period of two (2) years starting from the date of approval by members and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.

   RESOLVED FURTHER THAT the Company be and is hereby authorized to dispose of through any mode, a part or all of equity investments made by the Company from time to time and to dispose of and / or decline a part or all of its entitlement of right shares as and when offered by the investee companies in which the Company has made equity investment and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary be and are hereby authorized singly to take the decision of divestment and / or declining of right shares entitlement as and when they deemed it appropriate and necessary in the best interest of the Company and its Members.

2. RESOLVED THAT approval of the members of Nishat Power Limited ("the Company") be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and subject to other regulatory approvals, if applicable, for investment of up to PKR 500,000,000/- (Pak Rupees Five Hundred Million Only) in NexGen Auto (Private) Limited (NexGen), an associated company, in the form of working capital loan for a period of one year starting from the date of approval by the members, provided that the return on any outstanding amount of loan shall be 3 Months Karachi Inter Bank Offered Rate (KIBOR) plus 100

bps (which shall not be less than the average borrowing cost of the Company or KIBOR for the relevant period, whichever is higher) and as per other terms and conditions disclosed to the members.

RESOLVED FURTHER THAT Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to undertake the decision of said investment as and when required by the associated company and to take all steps and actions necessary, incidental and ancillary including execution of any and all documents and agreements as may be required in this regard and to do all acts, matters, deeds and things as may be necessary or expedient for the purpose of implementing the aforesaid resolution.

Statement under Section 134(3) of the Companies Act, 2017 concerning special business is annexed to the notice of meeting circulated to the members of the Company.

By order of the Board

Lahore (KHALID MAHMOOD CHOHAN)

July 21, 2025 COMPANY SECRETARY

NOTES:

BOOK CLOSURE NOTICE: -

The Ordinary Shares Transfer Books of the Company will remain closed from August 06, 2025 to August 13, 2025 (both days inclusive) attending and voting at EOGM. Physical transfers / CDS Transactions IDs received in order in all respect up to 1:00 p.m. on August 05, 2025 at Share Registrar, Hameed Majeed Associates (Pvt) Limited, 7-Bank Square, Lahore, will be considered in time for attending the meeting.

Proxies

A member eligible to attend and vote at this meeting may appoint another member as his/her proxy to attend and vote instead of him/her. Proxies in order to be effective must reach the Company's registered office not less than 48 hours before the time for holding the meeting. Proxies of the Members through CDC shall be accompanied with attested copies of their CNIC. In case of corporate entity, the Board's Resolution/power of attorney with specimen signature shall be furnished along with proxy form to the Company. The shareholders through CDC are requested to bring original CNIC, Account Number and Participant Account Number to produce at the time of attending the meeting. The proxy shall produce his/her original valid CNIC or original passport at the time of meeting.

Shareholders are requested to immediately notify the Share Registrar/Company of change in address and their contact number, if any.

Kindly quote your folio number/CDC A/C number in all correspondence with the Company.

Members through Central Depository Company of Pakistan Limited ("CDC") will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

1. For Attending the Meeting

   1. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport (in case of non-resident) at the time of attending the Meeting.

   2. In case of corporate entity, the Board's resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

2. For Appointing Proxies

   1. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.

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

   3. Attested copies of the CNIC or the passport of beneficial owners and of the witnesses shall be furnished with the proxy form.

   4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.

   5. In case of corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

Members are requested to timely notify any change in their addresses.

SUBMISSION OF COPY OF CNIC (MANDATORY):

Individuals including all joint holders holding physical share certificates are requested to submit a copy of their valid CNIC to the Company or the Company's Share Registrar. All shareholders are once again requested to send a copy of their valid CNIC to our Share Registrar, Hameed Majeed Associates (Pvt) Limited, 7-Bank Square, Lahore, the Shareholders while sending CNIC must quote their respective folio numbers and name of the Company.

E-VOTING / POSTAL BALLOT FACILITY

Members of the Company have right to vote through electronic voting facility and voting by post for all businesses classified as special business under the Companies Act, 2017, ("the Act") in the manner and subject to conditions contained in the Companies (Postal Ballot) Regulation, 2018, ("the Regulations").

POLLING ON SPECIAL RESOLUTIONS:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of Nishat Power Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Extra-ordinary General Meeting to be held on 13-08-2025, at 11.30 A.M., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

Procedure for E-Voting:

1. Details of the e-voting facility will be shared through an email with those members of the Company who have their valid CNIC numbers, cell numbers, and email addresses available in the register of members of the Company by the close of business on 06-08- 2025.

2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

3. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

4. E-Voting lines will start from 10-08-2025, 09:00 a.m. and shall close on 12-08-2025 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he/she shall not be allowed to change it subsequently.

   Procedure for Voting Through Postal Ballot:

   The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC), should reach the Chairman of the meeting through post on the Company's registered address Nishat House 53-A, Lawrence Road, Lahore, Pakistan or email at chairman@nishatpower.com one day before the Extra-ordinary General Meeting on 12-08-2025 up to 5 p.m. The signature on the ballot paper shall match the signature on CNIC.

   This Postal Ballot Paper is also available for download from the website of the Company at https://www.nishatpower.com or use the same as attached to this Notice and published in newspapers.

   Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman of the meeting shall be the deciding authority.

   E-voting Service Provider:

   M/s CDC Share Registrar Services Limited

   Scrutinizer:

   In accordance with the Regulation 11 of the Regulations, the Board of the Company has appointed M/s Riaz Ahmed &Co., Chartered Accountants, a QCR rated audit firm, to act as the Scrutinizer of the Company for the special business to be transacted in the meeting and to undertake other responsibilities as defined in Regulation 11 of the Regulations.

   VIDEO CONFERENCE FACILITY

   In terms of the Companies Act, 2017, members residing in a city holding at least 10% of the total paid up share capital may demand the facility of video-link for participating in the extraordinary general meeting. The request for video-link facility shall be received by the Share Registrar at the address given hereinabove at least 7 days prior to the date of the meeting on the Standard Form available on the website of the Company.

   VIDEO LINK FACILITY FOR MEETING:-

   The members can attend the EOGM via video link using smart phones/tablets. To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at kchohan@nishatpower.com or smahmood@dgcement.com by August 06, 2025.

   Name of Member/ Proxyholder	CNIC No.	Folio No. / CDC Account No.	Cell No. Whatsapp No.	Email ID

   STATEMENT UNDER SECTION134 (3) OF THE COMPANIES ACT, 2017.

   This statement sets out the material facts pertaining to the special business to be transacted at the Extra Ordinary General Meeting of the Company to be held on August 13, 2025.

   1. Equity Investment:

      NexGen Auto (Private) Limited ("NexGen") is a private limited company incorporated in Pakistan on 9th August 2024 to carry on the business of automobiles in Pakistan, primarily the assembly and distribution of passenger cars, light commercial vehicles and vans. NexGen shall aim to introduce innovative automobiles and a focus on upcoming trends and technologies, NexGen is geared towards the future and aims to be at the forefront of advancements in the automotive industry, thereby creating sustainable business for shareholders and stakeholders.

      As of today, NexGen Auto has made significant strides toward its market debut. They have formalized its partnership with Cherry Automobile Co. Ltd of China, for the importation, local production and nationwide distribution of its two sub brands Omoda and Jaecoo, specialized in new energy vehicles. This strategic partnership supports NexGen's vision of becoming the leading electric vehicle (EV) brand in Pakistan. NexGen sales and marketing teams are actively engaged in pre-launch campaigns, culminating in a much-anticipated mega launch event slated for the first week of August 2025. To underpin that event and ensure broad customer reach, NexGen's sales force has already established a dealer network centered in major cities of Pakistan. Concurrently, construction of purpose-built production facility remains on schedule, with completion targeted for October of this year. These developments position NexGen to deliver on its vision of bringing cutting-edge, sustainable mobility solutions to Pakistan.

      The total cost of the project is estimated to be PKR14.7 billion for FY 2025 and FY 2026 including CAPEX and essential working capital which will be financed predominantly by debt and equity.

      NPL expects significant dividends from this equity investment in NexGen which will eventually enhance the return on investment of the shareholders of NPL.

      The directors of the Company certify/undertake that the investment is being made after due diligence. The duly signed recommendation of the due diligence report and directors undertaking/certificate shall be made available to the members for inspection at the meeting.

      NexGen is not a member of the Company and its sponsors / directors are also the directors/members of the Company and they have no interest except to their directorships and to the extent of their shareholding in the Company which is as follows:

      Name % of Shareholding in NPL

      Mian Raza Mansha 0.00% (500 Shares)

      Mian Hassan Mansha 0.00% (1 Share) Mr. Muhammad Aqib Zulfiqar 0.00% (500 Shares)

      Information Under Regulation 3 of The Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

      31-May-25 (Un-audited)	31-Dec-24 (Audited)	31-Dec-23	31-Dec-22
      Rs./share
      (0.65)	(0.01)	N/A	N/A

      Equity & Liabilities	31-Dec-24 (Audited)	31-May-25 (Un-audited)	Assets	31-Dec-24 (Audited)	31-May-25 (Un-audited)
      	Rs.			Rs.
      Equity Current Liabilities	402,732,020 238,544	1,124,102,185 4,194,313	Non-Current Assets Current Assets	- 402,970,564	90,356,139 1,037,940,359
      Profit and loss account for the year ended 31 December 2024 (Audited) and for the period ended 31 May 2025 (Un-audited)
      			31-Dec-24 (Audited)		31-May-25 (Un-audited)
      			Rs.
      Revenue Expenses Other Income Loss after tax			-222,190 -222,190		-82,174,988 3,545,164 78,629,824

      Equity Investment:

      (a) Disclosure for all types of investments:
      (A) Disclosure regarding associated company
      (i)	Name of Associated Company or Associated Undertaking		NexGen Auto (Private) Limited (NexGen)
      (ii)	Basis of Relationship		Common Directorship
      (iii)	Earnings / (Loss) per share for the last three years		(including the impact of conversion of share deposit money into shares)
      (iv)	Break-up value per share, based on last audited financial statements		PKR 9.99 per share as at 31 December 2024 (Audited) PKR 9.34 per share as at 31 May 2025 (Un-audited) (including the impact of conversion of share deposit money into shares)
      (v)	Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest financial statements		Statement of Financial Position as on 31 December 2024 (Audited) and on 31 May 2025 (Un-audited)
      (vi)	In case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information, namely
      	I	Description of the project and its history since conceptualization	NexGen Auto (Private) Limited ("NexGen") is a private limited company incorporated in Pakistan to carry on the business of automobiles in Pakistan. NexGen shall aim to introduce innovative automobiles and a focus on

      			upcoming trends and technologies, NexGen is geared towards the future and aims to be at the forefront of advancements in the automotive industry, thereby creating a sustainable business for shareholders and stakeholders.
      	II	Starting date and expected date of completion of work	Project for CKD assembly has already commenced and is expected to be completed by March 31, 2026.
      	III	Time by which such project shall become commercially operational	Calendar Year 2025
      	IV	Expected time by which the project shall start paying return on investment	Expected payout will be by FY 2029
      	V	Funds invested or to be invested by the promoters, sponsors, associated company or associated undertaking distinguishing between cash and non-cash amounts:	The Director of NPL has invested funds in the company in the form of equity through cash. NPL and its associates will invest funds in the company in the form of equity through cash.
      (B) General Disclosures:
      (i)	Maximum amount of investment to be made		PKR 2 billion
      (ii)	Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment		To earn dividend income and / or fair value gains which will enhance the profitability of NPL and add to the shareholders' value of the members of the investing Company.
      (iii)	Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:		The investment will be made from Company's available surplus funds.
      	(i)	Justification for investment through borrowings	NA
      	(ii)	Detail of Collateral, guarantees provided and assets pledged for obtaining such funds	NA
      	(iii)	Cost benefit analysis	NA
      (iv)	Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment		NPL will sign the customary Ordinary Shares Subscription Agreement with NexGen.
      (v)	Direct or indirect interest of Directors, sponsors, majority shareholders and their relatives, if any,		The interest, direct or indirect in the associated company and the transaction under consideration is

      	in the associated company or associated undertaking or the transaction under consideration	detailed as under: The directors of Nishat Power Limited (NPL), their relatives and associated companies holding shares of NexGen Auto (Private) Limited (NexGen) are interested to the extent of their shareholding as under:-
      		Directors of NPL: % of Shareholding in NexGen Mian Hassan Mansha 45.06% Muhammad Aqib Zulfiqar 0.00% (1 Share)
      		Relatives: Mian Raza Mansha 45.04% Mian Umer Mansha 0.00 (500 Shares)
      		Associated Companies Nil
      		The directors of NexGen, their relatives and associated companies are interested in NPL to the extent of their shareholding as under:-
      		Directors of NexGen % of Shareholding in NPL Mian Raza Mansha 0.00 % (500 Shares) Mian Hassan Mansha 0.00 % (1 Share) Mr. Muhammad Aqib Zulfiqar 0.00 % (500 Shares)
      		Relatives: Nil
      		Associated Companies Nil
      (vi)	In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs	Nil
      (vii)	Any other important details necessary for the members to understand the transaction.	None

      (b) Additional disclosure regarding Equity Investment
      (i)	Maximum price at which securities will be acquired	At Face Value of PKR 10/- each.
      (ii)	In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof	N/A
      (iii)	Maximum number of securities to be acquired	200,000,000 Shares.
      (iv)	Number of securities and percentage thereof held before and after the proposed investment	No. of Shares %age Before Nil Nil After 200,000,000 33.33%
      (v)	Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities	N/A
      (vi)	Fair value determined in terms of sub-regulation (1) regulation 5 for investments in unlisted securities	PKR 11.25 per share

   2. Loan Advance:

NexGen Auto (Private) Limited ("NexGen") is a private limited company incorporated in Pakistan to carry on the business of new energy vehicles in Pakistan, primarily the assembly and distribution of passenger cars, light commercial vehicles and vans. NexGen shall aim to introduce innovative automobiles and a focus on upcoming trends and technologies, NexGen is geared towards the future and aims to be at the forefront of advancements in the automotive industry, thereby creating a sustainable business for shareholders and stakeholders.

As of today, NexGen Auto has made significant strides toward its market debut. They have formalized its partnership with Cherry Automobile Co. Ltd of China, for the importation, local production and nationwide distribution of its two sub brands Omoda and Jaecoo, specialized in new energy vehicles. This strategic partnership supports NexGen's vision of becoming the leading electric vehicle (EV) brand in Pakistan. NexGen sales and marketing teams are actively engaged in pre-launch campaigns, culminating in a much-anticipated mega launch event slated for the first week of August 2025. To underpin that event and ensure broad customer reach, NexGen's sales force has already established a dealer network centered in major cities of Pakistan. Concurrently, construction of purpose-built production facility remains on schedule, with completion targeted for October of this year. These developments position NexGen to deliver on its vision of bringing cutting-edge, sustainable mobility solutions to Pakistan.

The total cost of the project is estimated to be PKR 14.7 billion for FY 2025 and FY 2026 including CAPEX and essential working capital which will be financed predominantly by debt and equity.

Repayment of the principal amount of loan will be made within one year with payment of interest due on quarterly basis. The management expects significant financial gains for the Company through higher interest rates charged to NexGen which will eventually enhance the return on investment to the shareholders of the Company.

The directors have certified that they have carried out necessary due diligence for the proposed issuance of corporate guarantee before making recommendations for approval of the members and duly signed recommendation of the due diligence report shall be made available for inspection of members in the Extra-ordinary general meeting along with latest financial statements of NexGen.

NexGen is not a member of the Company and its sponsors/directors are also the directors/members of the Company and they have no interest except to their directorships and to the extent of their shareholding in the Company which is as follows:

Name % of Shareholding in NPL

Mian Raza Mansha 0.00% (500 Shares)

Mian Hassan Mansha 0.00% (1 Share)

Mr. Muhammad Aqib Zulfiqar 0.00% (500 Shares)

Information under Regulation 3 of the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017

Nishat Power Limited

NISHAT

BALLOT PAPER FOR VOTING THROUGH POST

For voting through post for the Special Business at the Extraordinary General Meeting of Nishat Power Limited to be held on (Wednesday) August 13, 2025 at 11:30 AM (PST) at Emporium Mall, the Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore.

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: chairman@nishatpower.com

I/we hereby exercise my/our vote in respect of the following special resolutions through postal ballot by giving my/our assent or dissent to the following resolutions by placing tick (√) mark in the appropriate box below:

Special Resolutions

Special Business:

1. RESOLVED THAT approval of the Members of Nishat Power Limited ("the Company") be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and subject to other regulatory approvals, if applicable, to make long term equity investment of up to PKR 2,000 Million (Pak Rupees Two Billion Only) from time to time by way of acquisition/subscription of 200,000,000 ordinary shares of Rs. 10/-each of NexGen Auto (Private) Limited (NexGen), an associated company.

   RESOLVED FURTHER THAT this resolution shall be valid for a period of two (2) years starting from the date of approval by members and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.

   RESOLVED FURTHER THAT the Company be and is hereby authorized to dispose of through any mode, a part or all of equity investments made by the Company from time to time and to dispose of and / or decline a part or all of its entitlement of right shares as and when offered by the investee companies in which the Company has made equity investment and the Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary be and are hereby authorized singly to take the decision of divestment and

   / or declining of right shares entitlement as and when they deemed it appropriate and necessary in the best interest of the Company and its Members.

2. RESOLVED THAT approval of the members of Nishat Power Limited ("the Company") be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and subject to other regulatory approvals, if applicable, for investment of up to PKR 500,000,000/- (Pak Rupees Five Hundred Million Only) in NexGen Auto (Private) Limited (NexGen), an associated company, in the form of working capital loan for a period of one year starting from the date of approval by the members, provided that the return on any outstanding amount of loan shall be 3 Months Karachi Inter Bank Offered Rate (KIBOR) plus 100 bps (which shall not be less than the average borrowing cost of the Company or KIBOR for the relevant period, whichever is higher) and as per other terms and conditions disclosed to the members.

RESOLVED FURTHER THAT Chief Executive Officer and / or Chief Financial Officer and / or Company Secretary of the Company be and are hereby singly empowered and authorized to undertake the decision of said investment as and when required by the associated company and to take all steps and actions necessary, incidental and ancillary including execution of any and all documents and agreements as may be required in this regard and to do all acts, matters, deeds and things as may be necessary or expedient for the purpose of implementing the aforesaid resolution.