SCHEME OF

AMALGAMATION

a) SHAJAHANULLAH POWER GENERATION COMPANY LIMITED

b) UNITED ASHUGANJ POWER LIMITED (TRANSFEROR COMPANIES)

WITHUNITED POWER GENERATION AND DISTRIBUTION COMPANY LIMITED

(TRANSFEREE COMPANY)

2

3

Notice OF the MeetING OF CReDItORS AND eXtRA ORDINARY GeNeRAL MeetING OF the ShARehOLDeRS OF UNIteD POWeR GeNeRAtION AND DIStRIBUtION COMPANY LIMteD UNDeR the DIReCtION OF the hON’BLe COURt

Notice is hereby given that in accordance with the direction of the Hon’ble High Court Division issued by Justice Syed Refaat Ahmed vide order dated 18 October, 2015 in Matter No. 236 of 2015, a Meeting of Creditors and an Extra Ordinary General Meeting of the Shareholders of United Power Generation and Distribution Company Limited (the ‘Company’) will be held on 30th November, 2015 at 09.30 a.m. & 11.30 a.m. respectively at United Hospital auditorium (8th Floor) Plot-15, Road-71, Gulshan-2, Dhaka 1212, to transact the following business:

Agenda No. 1 : Consideration and approval of the Scheme of Amalgamation of Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited (“Transferor Companies”) with United Power Generation and Distribution Company Limited (“Transferee Company”).

To consider, and if thought fit, to pass with or without modification the following resolution as Special Resolution:

“RESOLVED THAT the draft Scheme of Amalgamation of Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited (Transferor Companies) with United Power Generation and Distribution Company Limited (Transferee Company) be and is hereby approved and subject to the sanction of the Scheme by the High Court Division of the Supreme Court of Bangladesh, in accordance with the provisions of Section 228 and 229 of the Companies Act, 1994 and approval of the same Scheme by the Creditors of the Company, shareholders of Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited in the similar manner, let Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited be amalgamated with United Power Generation and Distribution Company Limited in terms of the Scheme.”

Shareholders, creditors and parties interested in the company may appear in the Meeting of Creditors and EGM on the date and at the place mentioned above.

The Scheme of Amalgamation shall be kept open and is available for inspection by any interested party at the office of Mr. Tanjib-ul Alam, Advocate, Supreme Court, Tanjib Alam and Associates, BSEC Bhaban (Level 11), 102 Kazi Nazrul Islam Avenue, Dhaka-1215.

By order of the Board

Date : 8 November 2015 (Md. Mahfuzul Haque, FCMA)Place : Dhaka Company Secretary

Enclosure: Draft Scheme of Amalgamation of Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited with United Power Generation and Distribution Company Limited.

Notes:• MemberswhosenamesappearedontheMember/DepositoryRegisterasonrecorddatei.e.17November,2015areeligibletoattendandvote

in the Extra Ordinary General Meeting (EGM).• Amemberentitled toattendandvoteat theEGMmayappointaProxy toattendandvoteonhis/herbehalf.ProxyFormdulyfilledand

stamped must be submitted to the Company’s Registered Office located at “Gulshan Centre Point” House No. 23-26, Road No. 90 Gulshan-2, Dhaka 1212, not later than 48 hours before the commencement of the EGM.

• Members/ProxiesarerequestedtorecordtheirentryintheEGMwellontimeon30November,2015.TheRegistrationCounterforEGMwillopen on 10.00 a.m. on the EGM date.

• TheRegistrationCounterfortheCreditors’Meetingwillopenat8.30a.m.ontheMeetingdate.

SCHEME

OF

AMALGAMATION

SCHEME OF AMALGAMATION

5

SCHEME OF AMALGAMATIONOF

a) SHAJAHANULLAH POWER GENERATION COMPANY LIMITEDb) UNITED ASHUGANJ POWER LIMITED

(TRANSFEROR COMPANIES)

WITH

UNITED POWER GENERATION AND DISTRIBUTION COMPANY LIMITED (TRANSFEREE COMPANY)

A. PART - I – GENERAL

1. This Scheme of Amalgamation (hereinafter referred to as the “Scheme”) provides for the amalgamation of Shajahanullah Power Generation Company Limited and United Ashuganj Power Limited (Transferor Companies) with United Power Generation and Distribution Company Limited pursuant to Sections 228 and 229 of the Company Act, 1994 (“the Act”) and other related provisions of the Act.

2. In this Scheme, unless repugnant to the meaning or context thereof, the expressions used herein shall have the following meanings:

(a) “The Act” means the Company Act, 1994 including any amendments thereto.

(b) “Appointed Date” means 1st November, 2015.

(c) “Assets” or “Undertakings” means and includes all the undertakings, the entire businesses, in particular 28 m.w. power plant owned by Shajahanullah Power Generation Company Limited and 53 m.w. power plant owned by United Ashuganj Power Limited and Power Purchase Agreement dated 9th May, 2013 between SPGCL and Rural Electrification Board (REB) the Power Purchase Agreement dated 23rd December,2010subsequentrenewalon16th September 2014 between UAPL and the Bangladesh Power Development Board (“BPDB”) and all the properties (whether movable or immovable; tangible or intangible), lands, buildings, plant and machinery, capital works inprogress, furniture,fixtures,officeequipment, appliances, vehicles,otherfixedassets, all stocks, investmentsofall kinds (includingshares, scrips, debentures, or bonds), advances, deposits, prepayments, debtors, receivables, cash, balances with banks on any deposit or other accounts, financial assets, leases, tenancies, contingent rights or benefits, agreements, contracts, powers, approvals, allotments, authorities,permits,consents,quotas,rights,entitlements,licenses(industrialorotherwise)oranyotherbenefits,patents,trademarks,copyrights, and other intellectual property rights, rights to use and avail of telephones, telexes, facsimiles, email, internet connections and installations, utilities, electricity and other services, all files, records, papers, manuals, programmes, data, catalogues, sales and advertising materials, and other records, whether in Bangladesh or abroad.

(d) “Effective Date”; or “coming into effect of this Scheme”; or “effectiveness of this Scheme” means the day on which the conditions specified in Clause 22 of this Scheme have been fulfilled.

(e) “Record Date” shall refer to the date so decided by the Board of Directors of the Transferee Company for the purpose of determining the equityshareholdersoftheTransferorCompanywhowouldbeentitledtotheconsiderationpayableintermsofClause11ofthisScheme;

“SPGCL” means Shajahanullah Power Generation Company Ltd., a public company limited by shares registered in Bangladesh under the Companies Act, 1994 having its office at Karim Ullah Market (3rd Floor), Bandar Bazar, Sylhet-3100 represented by its Managing Director.

(f) “Transferee Company”; or “UPGDCL” means United Power Generation and Distribution Company Limited, a public limited company registered under the Companies Act (Act No. XVIII) 1994 of Bangladesh, having its office at “Gulshan Centre Point” House No. 23-26, Road No. 90 Gulshan-2, Dhaka 1212, , which is a listed company in Dhaka Stock Exchange.

(g) “Transferor Companies” means UAPL and SPGCL and “Transferor Company” shall mean any one of them.

(h) “UAPL” means United Ashuganj Power Limited, a private company limited by shares registered in Bangladesh under the Companies Act, 1994 having its office at 10 Bir Uttam Mir Shawkat Road, Gulshan-1, Dhaka represented by its Managing Director.

SCHEME OF AMALGAMATION

6

B. PART - II – CAPITAL

3. The summary of share capital of Transferor Companies as of 31 December, 2014 is as under:

3.1 SPGCL:

(a)Authorized: (Taka)

1,00,00,000 Ordinary Shares of Tk.10.00 each 10,00,00,000

(b)Issued, Subscribed and paid-up:

30,000 Ordinary Shares of Tk.10.00 each 300,000

3.2 UAPL:

(a)Authorized: (Taka)

10,00,00,000 Ordinary Shares of Tk.10.00 each 1,00,00,00,000

(b)Issued, Subscribed and paid-up:

7,50,00,000OrdinarySharesofTk.10.00each 75,00,00,000

A description of the Share Capital and Balance Sheet as on 31 December, 2014 is enclosed herewith as Schedule I.

4. 4.1 The Summary of share capital of Transferee Company, as of 01 September, 2015 is as under:

(a)

Authorized: (Taka)

80,00,00,000 Ordinary Shares of Tk.10.00 each 800,00,00,000.00

20,00,00,000 Preference Shares of Tk.10.00 each 200,00,00,000.00

(b) Issued, Subscribed and paid-up: (Taka)

362,944,698 Ordinary Shares of Tk.10.00 each 362,94,46,980.00

A description of the Share Capital and Balance Sheet as of 31 December, 2014 and 01 September, 2015 is enclosed herewith as Schedule II.

4.2The net assets value of the Transferor Companies shall be determined as per Valuation Reports of the companies as at 16 September 2015 prepared by KPMG.

C. PART III : TRANSFER AND VESTING:

5. (a) Upon the coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme, the Undertakings of the Transferor Companies shall, pursuant to Section 229 (2) of the Act, without any further act, instrument ordeed,beandstandtransferredtoandvested inand/orbedeemedtohavebeenandstandtransferredtoandvested intheTransferee Company as a going concern so as to become as and from the Appointed Date, a part and parcel of the assets, rights, title, interests and authorities of the Transferee Company.

(b) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer bymanual delivery or by endorsement and/or delivery, the samemay be so transferred by theTransferor Company; and upon such transfer, become the property, assets, rights, title, interest, and authorities of the Transferee Company.

(c) Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are immovable in nature or are not otherwise capable of transfer by manual delivery, the same may be so vested in favour of the Transferee Company upon mutation of the name of the Transferee Company in place of the respective Transferor Company without any further act, instrument or deed; and upon such mutation, become the property, assets, rights, title, interest, and authorities of the Transferee Company.

(d) All the licenses, permits, quotas, approvals, permissions, incentives, loans, subsidies, concessions, grants, rights, claims, leases,tenancies and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued, which may accrue to the Transferor Company shall, pursuant to the provisions of Section 229 (2) of the Act, without any

SCHEME OF AMALGAMATION

7

further act, instrument or deed, be and stand transferred to and vested in and available to the Transferee Company so as to become asand from theAppointedDate the licenses,permits,quotas, approvals,permissions, incentives, loans, subsidies, concessions,grants, rights, claims, leases, tenancies and other benefits or privileges of the both of the Transferee Companies and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law. It is hereby clarified that all interpartytransactionsbetweenany/oralloftheTransferorCompanyandtheTransfereeCompaniesshallbeconsideredasintraparty transactions for all purposes from the Appointed Date.

(d) All theassets, rights, interests, licenses,permits,quotas,approvals,permissions, incentives, loans,subsidies,concessions,grants,claims, leases, tenancies and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued, which may accrue to any of the Transferor Companies after the Appointed Date and prior to the Effective Date in connection with or in relation to the Undertaking shall, pursuant to the provisions of Section 229 (2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or deemed to have been transferred to and vested in and available to the Transferee Companies and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.

6. Upon the coming into effect of this Scheme and with effect from the Appointed Date:

(a) All secured and unsecured debts (whether in Taka or in foreign currencies), all liabilities, duties and obligations of both the Transferor Companies along with any charge, encumbrance, lien or security thereon (hereinafter referred to as the “said Liabilities”) shall pursuant to the provisions of Section 229 (2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or deemed to have been transferred to and vested in, so as to become the debts, liabilities, duties and obligations of the Transferee Company, and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause. It is clarified that in so far as the assets of the Transferor Companies are concerned, the security or charge over such assets or any part thereof, relating to any loans, debentures or borrowings of the Transferor Companies, shall, without any further act or deed continue to relate to such assets or any part thereof, after the Effective Date and shall not relate to or be available as security in relation to any, or any part of, the assets of the Transferee Company, save to the extent warranted by the terms of the existing security arrangements to which anyof/ortheTransferorCompanyandtherespectiveTransfereeCompaniesareparty,andconsistentwiththejointobligationsassumedby them under such arrangement.

(b) All benefits and obligations under the Power Purchase Agreement dated 9th May, 2013 between SPGCL and Rural Electrification Board and the Power Purchase Agreement dated 23rdDecember,2010subsequentrenewalon16thSeptember,2014beingContractNo.09783thereafter renewal no. 09966 between UAPL and BPDB shall vest and stand transferred in favour of the Transferee Company without any further act or consent from any other party and the Transferee Company shall be obliged to discharge all obligations towards the customers of the Transferor Companies including BPDB and the recipients of electricity under the relevant Power Purchase Agreement shall be obliged to pay for the same to the Transferee Company in accordance with the terms and conditions of the respective Power Purchase Agreement.

(b) (i) All debentures, bonds, notes or other debt securities of any of the Transferor Companies, whether convertible into shares or otherwise (hereinafter referred to as “the Transferor Company’s Securities”), shall, pursuant to the provisions of Section 229 (2) of the Act, without any further act, instrument or deed shall become securities of the Transferee Company and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or deemed to have been transferred to and vested in and shall be exercised by or against the Transferee Company as if it were the respective Transferor Company in respect of the Transferor Company’ Securities so transferred.

(ii) Loans, advances and other obligations (including any guarantees, letters of credit or any other instruments or arrangements which may give rise to contingent liabilities in any form), if any, due or which may at any time in future become due between any of the Transferor Companies and the Transferee Company shall stand discharged and there shall no liability in that behalf on either party.

(iii) Any debentures or notes or other debt securities, if any, issued by any of the Transferor Companies and held by the Transferee Company, and vice versa, shall, unless sold or transferred by the Transferor Company or the respective Transferee Company, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date, and shall be of no legal effect and the Transferor Companies or the Transferee Company, as the case may be, shall have no further obligation in that behalf.

(c) (i) Where any of the liabilities and obligations of any of the Transferor Companies, as on the Appointed Date transferred to the Transferee Company ,have been discharged by such Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the respective Transferee Company.

SCHEME OF AMALGAMATION

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(ii) All loans raised and utilized and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by any of the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon coming into effect of this Scheme, pursuant to the provisions of Section 229 (2) of the act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company and shall become the debt, duties, undertaking, liabilities and obligations of the Transferee Company which shall meet, discharge and satisfy the same.

(iii) Allassets,rights,title,interestsandauthoritiesaccruedtoand/oracquiredbyanyoftheTransferorCompaniesinrelationtoorinconnection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been accrued toand/oracquiredforandonbehalfoftheTransfereeCompanyandshall,uponcomingintoeffectofthisScheme,pursuanttotheprovisions of Section 229 (2) of the act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to the extent and shall become the assets, rights, title, interests and authorities of the Transferee Company.

7. With effect from the Appointed Date and up to the Effective Date:

(i) Each of the Transferor Companies shall carry on and shall be deemed to have carried on all its business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and for the benefit of and in trust for, the Transferee Company.

(ii) All the profits or incomes accruing or arising to each of the Transferor Companies, or expenditures or losses arising or incurred (including the effect of taxes, if any, thereon) by any of the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditures or taxes of the Transferee Company, as the case may be.

(iii) Each of the Transferor Companies shall carry on their business and activities with reasonable diligence and business prudence and shall not alter or diversify their respective businesses nor venture into any new businesses, nor alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the respective Boards of Directors of each of the Transferor Companies and the Transferee Company.

8. (a) Upon the coming into effect of this Scheme, all suits, actions and proceedings by or against either of the Transferor Companies pending and/orarisingonorbeforetheEffectiveDateshallbecontinuedandbeenforcedbyoragainsttheTransfereeCompanyaseffectuallyandinthesamemannerandtothesameextentasifthesamehadbeenpendingand/orarisingbyoragainsttheTransfereeCompany.

(b) The Transferee Company undertakes to have all legal or other proceedings initiated by or against each of the Transferor Companies referred to in Sub-clause (a) above transferred to its name and to have the same continued, prosecuted and enforced by or against the Transferee Company.

9. (a) Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of any of the Transferor Companies or powers or authorities granted by or to it) of whatsoever nature to which any of the Transferor Company is a party or to the benefit of which any of the Transferor Companies may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed, be, in full force and effect against or in favour of the Transferee Company, as the case may be, and may be enforced fully and effectually as if, instead of the respective Transferor Company, the Transferee Company had been a party or beneficiary or oblige thereto. The Transferee Company shall, at any time prior to the Effective Date, wherever necessary, enter into, and/or issue and/or execute deeds,writings, confirmations, any tripartite arrangements or novations towhichrespective Transferor Company will, if necessary, also be a party in order to give formal effect to the provisions of this Clause.

(b) TheTransfereeCompanymay,atanytimeaftercomingintoeffectofthisSchemeinaccordancewiththeprovisionshereof,ifsorequiredunder any law or otherwise, enter into, issue or execute deeds, writings, confirmations, any tripartite arrangements, novations, declarations or other documents with, or in favour of any party to any contract or arrangement to which any of the Transferor Companies are parties or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company to carry out or perform all such formalities or compliancesrequiredforthepurposesreferredtoaboveonthepartoftheTransferorCompany.

10. (a) Upon the coming into effect of this Scheme, all employees of each of the Transferor Companies in service on the Effective Date shall become the employees of the Transferee Company on such date without any break or interruption in service and on such terms and conditions that were agreed between the employees and the respective Transferor Company. The Transferee Company undertakes to continuetoabidebyanyagreement/settlement,ifany,enteredintobytherespectiveTransferorCompanywithanyemployees.

SCHEME OF AMALGAMATION

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(b) The existing provident, gratuity or other employee-related funds created by each of the Transferor Companies shall at an appropriate stage be transferred to the relevant funds of the Transferee Company and till such time shall be maintained separately. The Transferee Company undertakes to continue to abide by the provisions of any “Trust Deeds” of any such funds.

D. PART IV CONSIDERATION 11. After considering various basis of valuation, i.e. Net Asset Valuation, Valuation based of PE and Valuation based on PB, the Transferor Companies

and the Transferee Company have agree that in consideration of the transfer and vesting of the Undertakings of each of the Transferor Companies intermsoftheScheme,theTransfereeCompanyshallpaytotheequityshareholdersoftheTransferorCompanies,whosenamesappearintheRegisterofMembersastheholderofequitysharesontheRecordDateTk.74.24/-foreachfullypaidupequityshareofTaka10/-heldinUAPLandTk.31,733.33/-foreveryequityshareofTaka10/-heldinSPGCL.

12. The consideration pursuant to the above Clause 11 shall be discharged by the Transferee Company to the shareholders of the Transferor Companies in cash by issue of account payee cheques, drawn on one of the bankers of theTransferee Company, in favour of the equityshareholder of the Transferor Companies whose name is shown in the Register of Members as on the Record Date.

13. The consideration envisaged under Clause 11 above shall be subject to applicable withholding taxes, if any.

14. In determining the value of the shares of each company, both the parties have relied on the valuation reports of the Transferor Companies as of 16 September, 2015 prepared by KPMG and hereby acknowledge that the value of the plant as determined by the independent valuer is the fair market value and the transaction is carried out at arms length basis. A copy of the Valuation Report dated 16 September 2015 prepared by KPMG is annexed hereto as Schedule III and shall form part of the Scheme.

PART V: DISSOLUTION AND CANCELLATION OF SHARE CAPITAL

15. Upon the Scheme becoming effective, with effect from the Appointed Date, the Transferor Companies shall, without any further act or deed, stand dissolved without winding up. Accordingly, with effect from the Appointed Date, all the shares in the Transferor Companies shall stand cancelled without any further application, act or deed and all rights therein shall be deemed to have been ceased and the underlying assets as represented through the Undertakings shall vest in the Transferee Company.

E. PART – VI – SAVING OF CONCLUDED TRNSACTION:

16. The transfer of the Undertaking of the Transferor Companies, the continuance of legal proceedings by or against the Transferee Company, and the effectiveness of contracts and deeds under Part II above shall not affect any transaction or proceedings or contracts or deeds already concluded by the Transferor Companies on or after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by each of the Transferor Company in respect thereto as done and executed on behalf of itself.

17. The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Government or any other agency, department or other authorities concerned as may be necessary under law, for such consents, approvals and sanctions which the Transferee Company may requiretoownandoperatetheUndertaking.

F. PART – VII – GENERAL TERMS AND CONDITIONS:

18. TheTransferorCompaniesandtheTransfereeCompanyshallasmayberequiredmakeapplicationsundersection228and229oftheActandother applicable provisions of the Act to the High Court Division, Supreme Court of Bangladesh, for sanction of this Scheme and all matter ancillary or incidental thereto.

19. With effect from the date of filing of this Scheme with the High Court Division of the Supreme Court of Bangladesh (hereinafter called the “High Court”) and up to and including the Effective Date, the Transferor Company and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final, to their ordinary shareholders in respect of the accounting period after the Appointed Date and prior to the Effective Date.

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20. (a) On the occurrence of the Effective Date, with effect from the Appointed Date, the Transferee Company shall record all the assets and liabilities pertaining to the Undertaking transferred to and vested in the Transferee Company pursuant to this Scheme, at their fair values on the close of business in terms of the Valuation Report dated 16 September 2015 prepared by KPMG, one day prior to the Appointed Date.

(b) Inter company balances, investments and transactions, if any, between the Transferor Companies and the Transferee Company, shall stand cancelled.

(c) The excess arising on transfer of assets and liabilities as above, would be considered to form part of the “Capital Reserve” of the Transferee

Company. Such capital Reserve shall be a reserve, which arises pursuant to this Scheme and shall not be, for any purpose, be considered to be a reserve created by the Transferee Company. Any deficit will be debited to Goodwill Account.

(d) If considered appropriate for the purpose of application of uniform accounting methods and practice between the Transferor Company andtheTransfereeCompany,theTransfereeCompanymaymakesuitableadjustmentsandreflecttheeffectthereofinitsCapitalReserve/Goodwill Account, as the case may be.

21. The Board of Directors of the Transferor Company and the Transferee Company may assent on behalf of all concerned including the shareholders from time to time to any modifications or amendments or additions to this Scheme or to any conditions, which the High Court may under law thinks fit to approve or impose; and may do and execute all acts, deeds, matters and things necessary for bringing this Scheme into effect; or to review a position relating to the satisfaction of the conditions to this Scheme; and if necessary, to waive any of those (to the extent permissible under the law) for bringing this Scheme into effect.

22. This Scheme is conditional upon and subject to the:

i. TheSchemebeingapprovedbytherequisitemajoritiesinnumberandvalueofsuchclassesofpersonsincludingthemembersandorcreditors of the Transferor Companies as may be directed by the Hon’ble High Court Division, Supreme Court of Bangladesh.

ii. SanctionbytheHighCourt,SupremeCourtofBangladesh,underSection228readwithSection229oftheActand/oranyotherauthoritiesof the amalgamation of the Transferor Companies with the Transferee Company and for implementation of this Scheme.

iii. Upon occurence of the conditions as aforesaid, the Scheme shall come into effect on the date a certified copy of the Order made by the High Court being filed with Registrar of Joint Stock Companies, Dhaka, Bangladesh in compliance with the provisions of section 228 and 229 of the Companies Act, 1994.

23. All costs, charges and expenses, including any taxes and duties of the Transferor Companies and the Transferee Company respectively in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Company in pursuance of this Scheme shall be borne and paid by the Transferee Company.

24. In the event of this Scheme failing to take effect finally by 30 June 2016 or by such later date as may be agreed by the respective Board of Directors of the Transferor Company and the Transferee Company, this Scheme shall become null and void, save and except in respect of any actordeeddonepriortheretoasiscontemplatedhereunderorastoanyrightsand/orliabilitieswhichmighthavearisenoraccruedpursuantthereto and which might have arisen or accrued pursuant thereto and which shall be governed, be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

proxy form

Shareholders’ Attendance Slip

UNITED POWER GENERATION & DISTRIBUTION COMPANY LTD.“Gulshan Centre Point” House No. 23-26, Road No. 90 Gulshan-2, Dhaka 1212

UNITED POWER GENERATION & DISTRIBUTION COMPANY LTD.“Gulshan Centre Point” House No. 23-26, Road No. 90 Gulshan-2, Dhaka 1212

I/We ........................................................................................................................................................................ of .................................................................................................................................................................................... United Power Generation & Distribution Company Ltd. hereby appoint Mr./MS. ......................................................................................................................................... of ......................................................................................... as my proxy to attend and vote for me on my behalf at an Extra Ordinary General Meeting of the company to be held on 30th November, 2015 at 11.30 a.m. respectively at United Hospital auditorium (8th Floor) Plot-15, Road-71, Gulshan-2, Dhaka 1212, and at any adjournment thereof.

As witness my hand this ....................................................................................................... day of ..................................................................................................... 2015 signed by the said in presence of .........................................................................................................................................

....................................................................... (Signature of the Proxy) Date ..................................................

................................................................. ........................................................................................(Signature of witness) Signature of the Shareholder(s) Register BO ID.................................................................................................... Dated ................................................................................................................Note :A member entitled to attend and vote at the Annual General Meeting may appoint at Proxy to attend and vote in his/her stead. The Proxy Form, duly stamped, must be deposited at the Registered Office/Corporate Office of the company not later than 48 hours before the time appointed for the meeting. Signature Verified

...................................................................... Authorised Signatory

I/We hereby record my attendance at the Extra Ordinary General Meeting being held on 30th November, 2015 at 11.30 a.m. respectively at United Hospital auditorium (8th Floor) Plot-15, Road-71, Gulshan-2, Dhaka 1212.

Name of Member/Proxy ...................................................................................................................................................................................................Register BO ID ................................................................. holding of ................................................................. ordinary Shares of United Power Generation & Distribution Company Ltd.

...................................................................... Signature of Shareholder(s)

NOTE :1. Please note that AGM can only be attended by the honorable shareholder or properly constituted proxy. Therefore, any friend or children

accompanying with honorable shareholder or proxy cannot be allowed into the meeting.2. Please present this slip at the reception desk.

RevenueStamp

Tk. 20.00

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