September 22, 2020

Principal Office – Karachi

Mr. Muhammad Usman Javed

Associate - Investment Banking
Bank Alfalah Limited
Mezzanine Floor, Head Office
BA Building I.I. Chundrigar Road
Karachi

Subject: Issuance of Notes in the form of Commercial Papers by K-Electric Limited up to the
aggregate face value of PKR 3,200,000,000/- (Pak Rupees Three Billion Two Hundred
Million)

Dear Sir:

This is with reference to the issuance of Notes in the form of Commercial Papers by K-Electric
Limited up to an aggregate face value of to PKR 3,200,000,000/- (Pak Rupees Three Billion Two
Hundred Million) (the “CP Issue”).

We confirm that we are acting as transaction legal counsel in respect of the CP Issue as per the term
sheet provided and the instructions received by us from time to time from Bank Alfalah Limited and
Arif Habib Limited as the Mandated Lead Arrangers and Advisors, and for which purposes Pak Brunei
Investment Company Limited is intended to be appointed as the Issuing and Paying Agent (the “IP
Agent”) and Bank Alfalah Limited is intended to be appointed as the Investment Agent (the
“Investment Agent”), for and on behalf of investors of the CP Issue.

We further confirm that the drafts of the following documents (attached under the cover of our
email dated September 22, 2020) have been drafted by our firm in accordance with the instructions
received by us from time to time from the IP Agent/Investment Agent and that, upon proper
completion, execution and fulfillment of other necessary formalities, by the authorized signatories of
the relevant parties thereto, the same will adequately protect the interests of the IP Agent,
Investment Agent and the investors of the CP Issue, to the extent of the terms and conditions
contained therein:

1. Investment Agency Agreements;

2. Issuing and Paying Agency Agreement;
3. Investor Agreement; and
4. Musharaka Agreement.

Yours faithfully,

_____________________
Mohsin Tayebaly & Co.
(Vaseeq Khalid)
\\110.93.247.79\MTC Documents\Vaseeq\Commercial Paper\K - Electric Limited - ICP 12\KE - ICP 12 - Pre Ex Opinion (22-9-20).docx

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