notarial certificate - summitgroup-bd.comsummitgroup-bd.com/summitmeghnaghat/summit-meghnaghat/share...

NOTARIAL CERTIFICATE

0CEAJf ORCHID14, MALLIa, R/ AMlLVJTA ROAD,MIRPUR-7, DHAKA

PHONE: 9002399

No. : ~ ....•••6L--""":- . Date: If:«2- 2ol¥

MD. BANI AMINN.S.S, LL B

ADVOCATE, SUPREME COURT OF BANGLADESHNOTARY PUBUC FOR THE WHOLE OF BANGLADESH16, KAWRAN 8AZAll(2ND FLOOR) DHAKA, BANGLADESH, PHONE:.8156433

To all the whom these presents shall come, I Md. Bani Amin. Notary Public byauthority duly admitted and declared and practising in the whole Bangladesh dohereby state tnat me .

IRREVOCABLE GENERAL POWER OF ATTORNEYEXECUTED BY

1. Mr. Muhammed Aziz Khan, a Bangladesh national with national ID no. 19552650898000005,residing at House No. 141~ Shaheed Sharani Road. Cantonment R1~ Dhaka- 1206.2. Mr. Muhammad Farid Khan, a Bangladesh national with national ID DO. 19603515855000003,residing at House No. 68, Road No.7, Cantonment RIA, Dhaka- 1206.3. Mr. Latif Khan, a Bangladesh national with Bangladesh passport DO. E0422810, residing at HouseNo.1, Road No. 28, Gulshan, Dhaka- 1212.4. Mr. Jafer Ummeed Khan, a Bangladesh national with national ID no. 2699501900512, residing atApt. No.5, House No. 26, Road No. 63, Gulshan-Z, Dhaka- 1212.

••••••••_••_••_ P'RIN'CIP AL

IN FAVOR OFStandard Chartered Bank ("Seeurity Agent"), incorporated in England by Royal Charter 1853under FSA registered number ZC18 of One Basinghall Avenue, London EC2V 5DD, United Kingdom.acting through its branch at 67 Gulshan Avenue, Dhaka- 1212, Bangladesh, as the security agent foreach Secured Party.

___ .•ATfORNEY

18th dayIn testimonial whereof I have hereto set my hand seal on thia-tfteof June Two Thousand Fourteen Christian

MD. 'BANI AMINNotary Public, Whole of ~ngladesh.

Regd. lo ... l?O'·····..·Oate9"

/ BEFORE A NOTARY

IRREVOCABLE GENERAL POWER OF ATTORNEY

(to sell shares pledged)

TO ALL TO WHOM THESE PRESENTS shall come, we,

(I) Mr. Muhammed Aziz Khan, a Bangladesh national with national ID no.19552650898000005, residing at House No. 14/A, Shaheed Sharani Road,Cantonment RIA, Dhaka-1206;

(2) Mr. Muhammad Farid Khan, a Bangladesh national with national ID no.19603515855000003, residing at House No.68, Road No.7, Cantonment RIA, Dhaka-1206;

(3) Mr. Latif Khan, a Bangladesh national with Bangladesh passport no.E0422810,residing at House No.51, Road No.28, Gulshan, Dhaka-I 212;

(4) Mr. Jafer Ummeed Khan, a Bangladesh national with national ID no.2699501900512, residing at Apt.No.5, House No.26, Road No.63, Gulshan-2, Dhaka-1212;

(hereinafter severally referred to as each "Grantor" and collectively referred to as the"Grantors") do hereby state as follows:

WHEREAS:

(A) Summit Meghnaghat Power Company Limited, a company limited by sharesincorporated in Bangladesh under the Companies Act 1994, with registration no. C-88976 dated 21.12.2010 (the "Borrower"), and with its registered office at SummitCentre, 18 Karwan Bazar C/A, Dhaka- I215, of which the Grantors are shareholders,has been made available Facilities by:

I. Standard Chartered Bank ("SCB"),incorporated in England by Royal Charter 1853 under FSA registerednumber ZCI8 of One Basinghall Avenue, London EC2V 5DD, UnitedKingdom;

2. . DEG- Deutsche Investitions-und Entwicklungsgesellschaft mbH ("DEG"),a financial institution incorporated and existing as a limited liabilitycompany under the laws of the Federal Republic of Germany (Reg. No. HRB1005, AG Cologne), having its registered office at Kammergasse 22, 50676,Cologne, Federal Republic of Germany;

3. Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.("FMO"),a company limited by shares incorporated and existing under the laws of TheNetherlands having its registered office at Anna van Saksenlaan 71, 2593

Summit Meghnaghat Power Company Limited Share Pledge Agreement - Power of Attorney Page J

4.

5. CDC Group pIc. ("CDC"),a public limited company incorporated and existing under the laws of theUnited Kingdom (Reg. No. 3877777), having its registered office at 123Victoria Street, London SWIE 6DE, United Kingdom; and

6. Oesterreichische Entwicklungsbank AG ("OeEB")a financial institution organised and existing under the laws of Austria (FN304601 v, Commercial Court Vienna), having its office at Strauchgasse 1-3,1010 Vienna, Austria;

7. Belgian Investment Company for Developing Countries SAINV ("BIO"),a company limited by shares under public law organised and existing underthe laws of the Kingdom of Belgium registered with the Legal EntitiesRegister under the number 0476 286 331 (RPM Brussels), having itsregistered office at 1150 Brussels, Belgium, Avenue de Tervueren 188A b4;

8. Infrastructure Development Company Limited ("IDCOL"),a public company limited by shares incorporated and existing under theCompanies Act 1994, with its registered office at UTC Building, 16th Floor,8 Panthapath, Kawran Bazar, Dhaka-1215, Bangladesh;

9. Standard Chartered Bank,incorporated in England by Royal Charter 1853 under FSA registerednumber ZC18 of One Basinghall Avenue, London EC2V 5DD, UnitedKingdom, acting through its branch in Bangladesh with its principal place ofbusiness in Bangladesh at 67 Gulshan Avenue, Dhaka-1212 ("HedgeCounterparty")

(parties nos. 1 to 7 are hereinafter referred to collectively as the "Secured Parties"and individually as a "Secured Party"), and represented by:

Standard Chartered Bank ("Security Agent")incorporated in England by Royal Charter 1853 under FSA registered numberZC18 of One Basinghall Avenue, London EC2V 5DD, United Kingdom,acting through its branch at 67 Gulshan Avenue, Dhaka-1212, Bangladesh, asthe security agent for each Secured Party.

(8) The Borrower and the Secured Parties are parties to a Common Terms Agreementdated 10 April 2014 ("Common Terms Agreement"), and subject to the terms of theCommon Terms Agreement and the Facility Agreements, the Secured Parties willmake available to the Borrower a term loan facility in an aggregate amount equal tothe Total Commitments and the Hedge Counterparty will make available hedgingarrangements under the Hedging Agreements.

(C) A condition of the Facilities is the grant by the Grantors of Security in favour of theSecured Parties, represented by the Security Agent, by way of pledge of their

Summit Meghnaghat Power Company Limited Share Pledge Agreement - Power of Attorney Page 2

Securities in the Borrower, as ~~2014, as may be modified from ti"Share Pledge Agreement");

(D) In order to enable the Secured Parties to sell the Securities as and when required, theGrantors have agreed to execute an irrevocable general power of attorney on the termsand conditions stipulated below.

Wherever any capitalised terms is used in this Irrevocable General Power of Attorney and notdefined herein, such term shall have the meaning given to it in the Share Pledge Agreementand the Common Terms Agreement, unless otherwise defined in this Irrevocable GeneralPower of Attorney or the context otherwise requires, and the following capitalised terms shallhave the following meanings for this Irrevocable General Power of Attorney:

"Share Pledge Agreement" means the Share Pledge Agreement dated on or about the date ofthis Irrevocable General Power of Attorney and includes any modification, supplemental oraddendum thereof.

"Enforcement Action" means any action of any kind to enforce the Security pursuant toShare Pledge Agreement and Intercreditor Agreement (as the term is defined in the CommonTerms Agreement).

"Secured Obligations" shall have the same meaning as provided in the Share PledgeAgreement.

NOW THEREFORE

KNOW YE AND THESE PRESENTS, the Grantors, do hereby nominate, constitute andappoint each of the Secured Parties and the Security Agent to be their true and lawfulattorney (the "Attorney") (with full powers of substitution and delegation) to exercise any ofthe powers, severally or jointly, stipulated hereunder for and on behalf of the Grantor and inits name, place and stead from time to time:

(a) upon the occurrence of any Enforcement Action; or

(b) at any other time, if the Attorney and the Grantors otherwise agree that thisIrrevocable General Power of Attorney should become exercisable.

The rights, powers, acts or discretion conferred upon the Attorney include (withoutlimitation) the power:

I. To transfer the Grantors' Securities as described in the Schedule hereinbelow.2. To complete the blank transfers of the Securities signed by the Grantors (the

"Transfers") or any of them and any other documents in connection with theTransfers, in favour of the Attorney or other person(s), and to file the same forregistration.To deliver the Securities to any transferee.To receive and recover the price for the transfer of the Shares and give a valid receipttherefor.

3.4.


5.

6.

~p..N_~-19,' .•e ~ll~' ~ •••

~ ,,~ -'"01' 1-? .;4tr....,. ~ *'

To do all other acts, deeds, m -sID "" ' ~

and Transfers to effect a trans ~ ~~e~same. Lj. ~"""8~c_" -r-QTo incur any expenditure that may . Si€ae:.sa~\ taking control of the Securities orany part thereof and for the sale or disp ereof and to incur any liabilities on theGrantors' behalf for the said purpose; and to do and perform all other acts, mattersand things that may be necessary, incidental or proper for taking control of, and forcompleting the sale or transfer ofthe Securities or any part thereof.To sell, transfer or dispose of the Securities or any part thereof as and when requiredby the Attorney together or in parcel on account and at our risk, either privately or bypublic auction or by private contract or otherwise on such terms and conditions as theAttorney shall think fit and proper, at its absolute discretion without any reference tous and to receive and give valid receipt for any money payable in respect of or arisingfrom, and all proceeds received under this authority shall be treated as true and validreceipt on our behalf and may be adjusted against the Secured Obligations.To realise and receive monies or payments, and to collect cheques and any otherreceiveables or benefits in respect of the Securities or any part thereof directly fromtime to time and apply the same in or towards discharge of the Secured Obligations;and to give any notices of default or make any declaration that obligations are dueimmediately or on demand or of enforcement or any demand under any agreement orinstrument which forms part of or relates to the Securities; and to collect, receive andtake payment of any of other moneys that may become payable to us from any person,firm, company or authority, including any Depository or Depository Participant, andupon receipt thereof to give and grant sufficient and effectual receipts or dischargesfor the same.To apply for withdrawal, withdraw and receive all moneys that may be deposited inany bank account, or court or office in our name or for our benefit, or concerning theSecurities or any part thereof in case of acquisition or requisition of the Securities orany part thereof by any government authority;To set off, transfer or apply all or any monies from time to time standing to the creditof any account in our name or for our benefit or towards the discharge and satisfactionof the Secured Obligations which are due or owing.To advertise through newspapers or otherwise for auction of the Securities or any partthereof, to arrange and effect the auction or sale, to receive the bid money, and applythe same in meeting expenses and in discharging the Secured Obligations.To negotiate for sale of the Securities or any part thereof, settle the terms of sale, tosign, seal, execute and deliver all such contracts, agreements, sale deeds and/or otherdocuments, and/or instruments of transfer with all necessary and reasonable covenantstherein on our behalf, and generally upon such terms and conditions as the Attorneyshall deem necessary or expedient, and to deliver the possession of the Securities orpart thereof to the purchaser, transferee or assignee, as the case may be, and to do allother acts in this regard.To obtain any sanction or permission from any authority for sale or transfer of theSecurities.To take all steps for obtaining income tax clearance certificate, approvals orpermissions, if any, for the registration of the Securities or otherwise in respect of anysale or mortgage relating to the Securities or any part thereof, and further, to obtain

r relating to the Securitieseiv the consideration for the

7.

8.

9.

10.

II.

12.

13.

14.


~~NJ~1"\' I'U611C~ ~Y q.' 0 .. 1.>~{~\ .

• \~~ 1.;;. 0 ~ ~ 0':':;any other sanction or perrru 10 a th ity for the sale, transfer or disposalfhS

.. NVe~,..o t e ecurities or any part t ~ L·"·

15. To realize, receive and take pay tv· onsideration or purchase money or othermoneys that may become payable to us in connection with such sale or disposal asaforesaid and upon receipt thereof to give and grant sufficient and effectual receipts ordischarges for the same.

16. To execute, publish and present all deeds, documents and paper, and present those forregistration and register the same, and take actions necessary, to vest the Securities orany part thereof in any transferee together with rights of ownership in, upon or to theSecurities or any part thereof, as if the same had been sold to the transferee by theGrantors as principal.

17. To represent the Grantors before the Government of Bangladesh or any othergovernmental authorities, the Bangladesh Bank or any other bank, company,corporation or body in connection with the transactions referred to hereinabove andsign and execute whatever instruments that may be necessary for obtaining theapproval, if required, of such transactions by any governmental agency or any otherorganization or institution for the purpose of completion of the sale of the Securitiesor any part thereof.

18. To appear before any authority having jurisdiction in that behalf in relation to theSecurities or any part thereof for registration and to acknowledge and registerpursuant to the provisions and regulations in that respect for the time being in force,all instruments and writings including transfer or charge instruments, sale deeds,deeds of conveyance, executed and signed either by the Grantors directly or under theauthority of these presents and to complete any registration or other form in relationthereto and to present for registration and to admit execution thereof and do all suchacts, and deeds in that behalf as such Attorney may believe is proper and expedient;

19. To appear, represent and act in all civil or criminal courts or arbitration and beforejudicial and revenue authorities, either in the original or appellate side as well as inany government department, local authority, autonomous, semi-autonomous authorityor other body corporate, and to prosecute or defend or to take part in all or any action,application, suit, appeal, proceeding, and for such purposes to subscribe, sign andverify all plaints, written statements and memorandum of appeal and to do all acts,deeds and things which may be necessary in relation thereto and to execute any poweror vokalatnamas by signing on the Grantors' behalf and in their name, to prevent theimpairment of the Securities or to preserve and protect the interests of the SecuredParties therein.

20. To perfect the sale, transfer, disposal, assignment, mortgage or charge of theSecurities or any part thereof at any time and in any manner, and to complete anyregistration or other form in relation thereto and present all of the same forregistration and get the same registered at the cost and for the account of the Grantorsand to give such notice to any other contracting parties or any party as required forperfection of any sale, transfer, disposal, assignment, or charge under the SharePledge Agreement.

21. To sign, execute, seal, deliver, perfect and do all deeds, documents, assurances,instruments, acts and things which an Attorney may consider to be required ordesirable in connection with expediting the powers granted herein or to perfect the


,,,p..NT ~

.;)' ~~.<' l~\~.*10~]"Ii> ~ C' ."'. "'0 =:

security interest created unNltI'lll~:Slwt: ?Ie.a Agreement at any time and in suchmanner as the Attorney think t;OF B"~c'';#

22. To execute all documents and . s which such Attorney may consider to benecessary or desirable and which the Grantors are obliged to do pursuant to the termsof the Share Pledge Agreement, Intercreditor Agreement and/or Common TermsAgreement and generally in the name of and on behalf of the Grantors to exercise allor any of the powers, authorities and discretions conferred by or pursuant to the SharePledge Agreement, this Irrevocable General Power of Attorney or by statute on theGrantors, a receiver or a delegate thereof (as the case may be);

23. To seal, sign and execute any documents and to do any act on behalf of the Grantorrelating to the Securities and to receive all sale proceeds on that account, to adjust thesame against any of the Secured Obligations.

24. To exercise and enforce such rights and remedies with respect to the Securities as areavailable to such Attorney pursuant to the Share Pledge Agreement.

25. To appoint and retain lawyers and advocates and to remove such retainers from timeto time and again to appoint as occasion shall require for the aforesaid purposes.

26. From time to time to appoint any substitute or substitutes and to delegate to him orthem all or any of the powers authorities or discretions vested in an Attorney under orby virtue ofthese presents (including power to sub-delegate, which shall be subject tothe same restrictions applicable to an Attorney) and to remove any such substitute orsubstitutes at pleasure and appoint another or others in his or their place to do all suchother acts, deeds, matters and things as may be necessary, usual, proper or expedientfor the purposes hereof.

In general to do all other acts, deeds, matters and things whatsoever relating to the Securitiesand to realise the amount from sale of the same to adjust the Secured Obligations.

The Grantor hereby declares and acknowledges that each said Attorney has interest in theSecurities, together with the exercise of these powers and authorities, which form the subjectmatter of this Irrevocable General Power of Attorney, and hence this Irrevocable GeneralPower of Attorney shall be irrevocable until the Secured Obligations are fully discharged andthe Attorney releases the Grantors absolutely from the Secured Obligations and the Grantorsshall not execute any other Irrevocable General Power of Attorney relating to the sale of theSecurities in favour of any other person, authority or bank.

The Grantors do hereby undertake and agree to ratify whatsoever the said Attorney shalllawfully do or cause to be done under these presents and to indemnify the Attorney against alllosses, claims, proceedings, liabilities, costs and expenses incurred by it in relation to theexercise of its powers under this Irrevocable General Power of Attorney.

In exercising its rights, powers and discretion under this Irrevocable General Power ofAttorney, the Attorney shall act in accordance with the provisions of the Common TermsAgreement. This Irrevocable General Power of Attorney has been made by way of securityand in consideration of the Facilities being made available to the Borrower under the FacilityAgreements and other consideration granted to the Borrower by the Finance Parties and shallbe irrevocable until each Finance Party confirms to the Grantor that the Secured Obligationsare fully and irrevocably satisfied.


The Grantors hereby accept fUlr~~~~~the Attorney or its substitute Mip_,...". __ -""7""

responsible for any loss, harm or deefl'iimfi~l"ffc

The powers conferred on each Attorney hereunder are solely to protect the interests of theAttorney in the Securities and shall not impose any duty upon the Attorney to exercise anysuch power.

The Attorney shall not be accountable to the Grantors for amounts that are received by it as aresult of the exercise of such powers, and the Attorney or any of its officers, directors,employees, or trustees or sub-delegates, shall not be responsible to the Grantors for any act orfailure to act hereunder or for any loss or liability arising thereby.

Schedule

List of Securities

(1) Mr. Muhammed Aziz Khan

Name of No_ of Certificate Distinctive Issue Date Registered % of paidChargor shares No. numbers Folio No. up capital of

BorrowerMr. 10 05 349961 to 31 05 0.0000015%Muhammed 349970 JanuaryAziz Khan 2011

(2) Mr. Muhammad Farid Khan

Name of No. of Certificate Distinctive Issue Date Registered % of paidChargor shares No_ numbers Folio No. up capital of

BorrowerMr. 10 06 349971 to 31 06 0.0000015%Muhammad 349980 JanuaryFarid Khan 2011

(3) Mr. Latif Khan

Name of No. of Certificate Distinctive Issue Date Registered % of paidChargor shares No. numbers Folio No. up capital of

BorrowerMr. Latif 10 07 349981 to 31 07 0.0000015%Khan 349990 January

2011

(4) Mr. Jafer Ummeed Khan


Name of No. of Registered % of paidChargor shares Folio No. up capital of

BorrowerMr. Jafer 10 08 349991 to 31 08 0.0000015%Ummeed 350000 JanuaryKhan 2011


eneral Power of Attorney to be\\I::~.~''>-=-=C;>=---'--''!--II- 2014.

(1)

(2)W

Mr / hi~mId Fa,;dKban

rjuVJJ~(3) Mr. Latif Khan

(4)~~.

Mr. Jafer Ummeed Khan

The Executant is identified by

moad'i~'

ate ~ut-\ A.\ 'l"'A. &<\b\ A l-hli)A:Witness

1.

Signature:~ c£,£~Name:,?AKIA SIJl-~NAAddress: If>, K:Aw~ AN €>fr21'.£... :t:>AAJ{A

2.

~'Signature:, ,Name: \N'l~ ::shd\'Vldl'( ~yAddress: \~. ~ 6fY2pY L /Q4 /

OV\o~Summit Meghnaghat Power Company Limited Page 9

notarial certificate - summitgroup-bd.comsummitgroup-bd.com/summitmeghnaghat/summit-meghnaghat/share...

Documents