A company set up under Section 42 of the Companies Ordinance, 1984 MEMORANDUM OF ASSOCIATION ENERGY LAWYERS ASSOCIATION OF PAKISTAN

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1 A company set up under Section 42 of the Companies Ordinance, 1984 MEMORANDUM OF ASSOCIATION OF ENERGY LAWYERS ASSOCIATION OF PAKISTAN I. The name of the company is ENERGY LAWYERS ASSOCIATION OF PAKISTAN. II. The Registered Office of the company will be situated at House no. 692-A, Road D, Phase-III, Bahria Town, Islamabad Capital Territory, Pakistan. III. The object for which the Energy Lawyers Association of Pakistan (the Association ) is established is as follows: The Association is a non-profit voluntary association of attorneys, legal professionals, professionals directly or indirectly associated with the energy industry who fully support the aims and objectives of association, and law students, whose mission is to promote the professional excellence and ethical integrity of its members in the practice, administration, and development of energy laws, regulations and policies. The Association s mission is to focus upon recent developments in the area of oil, gas, energy law, regulation, treaties, judicial and arbitral cases, voluntary guidelines, tax and contracting, including the oil, gas, energy geopolitics and/or any other regulatory, policy, or commercial aspect directly or indirectly related to the energy industry. The objects for which the Association has been established are as under and it is hereby expressly stated that the object set forth in any sub-clause of this clauses shall not except where the context so required, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the society, arid none of such clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or merely auxiliary of the object mentioned in any other sub clause of this clause. i) Promote common interests of its members in energy laws and policies affecting the energy sector of Pakistan; ii) To help and promote those causes and objects of the Association which have been set out hereunder involving the promotion, propagation and the development of energy law amongst the members of the Association. iii) Promote by precept and example a high standard of ethics in the profession; iv) Develop professionalism in the participating members through group discussions, seminars, training lectures and all other methods of imparting knowledge, provide a common forum of cooperation and understanding to members and promote the activities of its members in the interest of the legal profession; v) Organize conferences, voluntary training programmes, discussions, symposia, exhibitions, research studies, field surveys, workshops and capsule courses relevant to the legal dynamics of the energy sector, hold meetings for reading and discussion of papers on problems in laws, profession and the petroleum industry;

2 vi) vii) viii) ix) Award research fellowships, prizes and medals for legal research; To promote the development of the legal resources in the energy sector involving the local energy laws, regulation and policy through voluntary advisories, consultancies and research undertaken for the benefit of the Association members Undertake and execute all acts, deeds and things that may be conducive to the furtherance of the above objectives; To provide for the exchange among the members of the association of such general information, ideas, techniques of procedure and information on court rulings relating to the handling of litigation, as are calculated to enhance the knowledge and improve the skills of energy lawyers; x) To promote improvements in the administration of justice and to increase the quantity and quality of the service and contribution which the legal profession renders to the community, state and nation; xi) xii) xiii) xiv) xv) To campaign for, solicit, receive, handle, administer, and disburse fund, grants and endowments to further the specific purposes set forth herein; To seek co-operation of and/or affiliation with other energy law societies which may be making endeavors for the attainment of the similar objects as those of the Association; To raise and establish funds by contributions and by receiving gifts, aids, donations, benefactions and by any other means including but not limited to holding training and seminars after meeting out of pocket expense and cost of time utilized, use the remuneration received against such advice for furtherance of the objectives of the Association. To work as an autonomous body which will provide a platform for continuous training & research and documentation of information on strategies, policies and best practices in the Pakistani energy sector at all levels and the state and national arena and to publish such research for the benefit of the Association members. To do all and everything lawful, necessary and proper for the accomplishment of the objects enumerated in these Memorandum of Association or any amendment thereto or necessary or incidental to the protection and benefit of this Association and in general to carry on any lawful object or purpose necessary or incident to the attainment of the objects and purposes of this Association. IV. In order to achieve its object, the Association shall exercise the following powers: (1) To appeal, solicit or accept contributions, donations, grants and gifts, in cash or in kind, from lawful sources and to apply the same or income thereof for the objects of the Association. (2) To open and operate bank accounts in the name of the Association and to draw, make, accept, endorse, execute and issue promissory notes, bills, cheques and other instruments. (3) To acquire, alter, improve, charge, take on lease, exchange, hire, sell, let or otherwise dispose of any movable or immovable property and any rights and privileges whatsoever for any of the objects or purposes specified herein above. Provided that the Association shall not undertake the business of real estate or housing schemes. (4) To borrow or raise money, with or without security, required for the purposes of the Association upon such terms and in such manner as may be determined by the Association for the promotion of its objects.

3 (5) To mortgage the assets of the Association and / or render guarantee for the performance of any contract made, discharge of any obligation incurred or repayment of any moneys borrowed by the Association. (6) To purchase, sell, exchange, take on lease, hire or otherwise acquire lands, construct, maintain or alter any building and any other moveable or immovable properties or any right or privileges necessary or convenient for the use and purposes of the Association. (7) To nominate delegates and advisors to represent the Association at conferences, government bodies and other gatherings. (8) To co-operate with other charitable trusts, societies, associations, institutions or companies formed for all or any of these objects and statutory authorities operating for similar purposes and to exchange information and advice with them. (9) To pay out of the funds of the Association the costs, charges and expenses of and incidental to the formation and registration of the Association. (10) To invest the surplus moneys of the Association not immediately required in such a manner as may from time to time be determined by the Association. (11) To create, establish, administer and manage funds including endowment fund conducive for the promotion of the objects of the Association. (12) To enter into agreements, contracts and arrangements with organizations, institutions, bodies and individuals for the purpose of carrying out the functions and activities of the Association. (13) To take such actions as are considered necessary to raise the status or to promote the efficiency of the Association. (14) To conduct, hold and arrange symposia, seminars, conferences, lectures, workshops and dialogue and to print, publish and prepare journals, magazines, books, circulars, reports, catalogues and other works relating to any of the objects of or to the work done by the Association, subject to the permission, if required of the relevant authorities (15) To do all other such lawful acts and things as are incidental or conducive to the attainment of the above objects or any one of them. V. The Association shall achieve the above said objects subject to the following conditions:- (1) The Association is formed as a public company limited by guarantee and not having a share capital. (2) No change in the Memorandum and Articles of Association shall be made except with the prior approval of the Securities and Exchange Commission of Pakistan. (3) Patronage of any government or authority, express or implied, shall not be claimed unless such government or authority has signified its consent thereto in writing. (4) The Association shall not itself set up or otherwise engage in industrial and commercial activities or in any manner function as a trade organization. (5) The Association shall not exploit or offend the religious susceptibilities of the people. (6) The subscribers to the Memorandum and Articles of Association of this company shall continue to be the members of the Association unless allowed by the Securities and Exchange Commission of Pakistan on application to quit as members and will be held responsible and accountable.

4 (7) The Association in all its letterheads, documents, sign boards, and other modes of communication, shall with its name, state the phrase A company set up under section 42 of the Companies Ordinance, (8) The income and any profits of the Association, shall be applied solely towards the promotion of objects of the Association and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the members of the Association or their family members unless as otherwise decided by the Association from time to time. (9) The Association shall not appeal, solicit, receive or accept funds, grants, contributions, donations or gifts, in cash or in kind, from foreign sources except with the prior permission, clearance or approval from the relevant public authorities as may be required under any relevant statutory regulations and laws. No funds shall be received otherwise than through proper banking channels i.e., through crossed cheque, pay-order, bank draft, etc. (10) The Association shall close its accounts on 30th of June each year. (11) The Association shall make no investment, whatsoever, in its associated companies. (12) The Association shall not undertake any trading activities and shall conform to relevant statutory regulations and laws. (13) Notwithstanding anything stated in any object clause, the Association shall obtain such other licenses, permissions, or approvals of the relevant public authorities as may be required under any relevant statutory regulations and laws for the time being in force, to carry out its specific object. (14) The Association shall comply with such conditions as may be imposed by the Securities and Exchange Commission of Pakistan from time to time. VI. VII. VIII. IX. The territories to which the object of the Association shall extend are declared to include whole of Pakistan. The liability of the members is limited. Every member of the Association undertakes that he shall contribute to the assets of the Association in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts or liabilities of the Association contracted before he ceases to be a member and the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves such amount as may be required but not exceeding Rs. 1000/- (Rupees One Thousand Only). In the case of winding up or dissolution of the Association, any surplus assets or property, after the satisfaction of all debts and liabilities, shall not be paid or disbursed among the members, but shall be given or transferred to some other company established under section 42 of the Companies Ordinance, 1984, having similar or identical objects to those of the Association to be decided by the members of the Association in their general meeting by a special resolution, and with the approval of Commissioner of Income Tax under section 61 read with section 2(36) of the Income Tax Ordinance, 2001, under intimation to the Securities and Exchange Commission of Pakistan, within three months.

5 We, the several, persons whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of this Memorandum of Association:- Name and surname (present & former) in full (in Block Letters) NIC No. (in case of foreigner, Passport No) Father's/ Husband 's Name in full Nationality(ies ) with any former Nationality Occupatio n Residentia l Address in full Signature Mr. Muhammad Arif Mr. Iqbal Ahmed Qureshi Mr. Sahib-e-Iqbal Ms. Aemen Zulfikar Maluka Mr. Shahid Malik, Ms. Danish Zuberi Mr. Shahab Ahmed Mr. Mohammad Ali Raza Mr. Adil Sharif

6 Mr. Muhammad Shafique Mr. Sajid Mehmood Dated the. day of, 2011 Signature Full Name (in Block Letters) Father s/ Husband s name Nationality Occupation CNIC NO Full Address Witness to above signatures