Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16

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1 1 of 19 Fill in this information to identify the case: United States Bankruptcy Court for the: Southern District of New York (State) Case number (If known): Chapter 11 Check if this is an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor s name Toshiba Nuclear Energy Holdings (UK) Limited 2. All other names debtor used in the last 8 years Include any assumed names, trade names, and doing business as names 3. Debtor s federal Employer Identification Number (EIN) 4. Debtor s address Principal place of business 3 Furzeground Way Number Street Stockley Park Uxbridge, Middlesex UB11 1EZ City State ZIP Code United Kingdom County Mailing address, if different from principal place of business Number Street P.O. Box City State ZIP Code Location of principal assets, if different from principal place of business Number Street City State ZIP Code 5. Debtor s website (URL) 6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership (excluding LLP) Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

2 2 of 19 Toshiba Nuclear Energy Holdings (UK) Limited Debtor Case number (if known) Name 7. Describe debtor s business A. Check one: Health Care Business (as defined in 11 U.S.C. 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. 101(51B)) Railroad (as defined in 11 U.S.C. 101(44)) Stockbroker (as defined in 11 U.S.C. 101(53A)) Commodity Broker (as defined in 11 U.S.C. 101(6)) Clearing Bank (as defined in 11 U.S.C. 781(3)) None of the above B. Check all that apply: Tax-exempt entity (as described in 26 U.S.C. 501) Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 80a-3) Investment advisor (as defined in 15 U.S.C. 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See Under which chapter of the Bankruptcy Code is the debtor filing? Check one: Chapter 7 Chapter 9 Chapter 11. Check all that apply: Debtor s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that). The debtor is a small business debtor as defined in 11 U.S.C. 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. 1116(1)(B). A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to 13 or 15(d) of the Securities Exchange Act of File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. Chapter 12 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b Were prior bankruptcy cases filed by or against the debtor within the last 8 years? If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. No Yes. District When Case number MM / DD / YYYY No District When Case number MM / DD / YYYY Yes. Debtor See Schedule 1 Relationship District When Case number, if known MM / DD / YYYY Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

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5 5 of 19 Schedule 1 Schedule of Pending Bankruptcy Cases

6 6 of 19 Schedule 1 Pending Bankruptcy Cases Filed by a Business Partner or of the Debtor (continued from page 2 of Official Form 201) On March 29, 2017, each of the entities listed below filed a petition in this Court for relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under the number assigned to the chapter 11 case of Westinghouse Electric Company LLC: Debtor Westinghouse Electric Company LLC CE Nuclear Power International, Inc. Fauske and Associates LLC Field Services, LLC Nuclear Technology Solutions LLC PaR Nuclear Holding Co., Inc. PaR Nuclear, Inc. PCI Energy Services LLC Shaw Global Services, LLC Shaw Nuclear Services, Inc. Stone & Webster Asia Inc. Stone & Webster Construction Inc. Stone & Webster International Inc. Stone & Webster Services LLC Toshiba Nuclear Energy Holdings (UK) Limited TSB Nuclear Energy Services Inc. WEC Carolina Energy Solutions, Inc. WEC Carolina Energy Solutions, LLC WEC Engineering Services Inc. WEC Equipment & Machining Solutions, LLC WEC Specialty LLC WEC Welding and Machining, LLC WECTEC Contractors Inc. WECTEC Global Project Services Inc. WECTEC LLC Relationship Debtor

7 7 of 19 Debtor WECTEC Staffing Services LLC Westinghouse Energy Systems LLC Westinghouse Industry Products International Company LLC Westinghouse International Technology LLC Westinghouse Technology Licensing Company LLC Relationship 2

8 8 of 19 TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED Director s Certificate The undersigned, being a Director of Toshiba Nuclear Energy Holdings (UK) Limited, a United Kingdom private limited company incorporated under the laws of England and Wales (the Company ), does hereby certify as follows: Attached hereto as Annex A is a true, correct and complete copy of resolutions duly adopted by the board of directors of the Company on March 28, 2017 (the Resolutions ), and such Resolutions have not been modified or rescinded and are in full force and effect. IN WITNESS WHEREOF, the undersigned, has executed and caused this certificate to be delivered as of March 28, TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED By: /s/ Mamoru Hatazawa _ Name: Mamoru Hatazawa

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10 10 of 19 COMPANY NUMBER: TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED (the Company ) MINUTES OF A MEETING OF THE BOARD OF DIRECTORS Date: 28 March 2017 Time: Location: 5:30pm Toshiba Corporation, 72-34, Horikawa-cho, Saiwai-ku, Kawasaki, , Japan Present: Mamoru Hatazawa (Chair) Masahiro Horiguchi In attendance: Keiko Suefuji (Secretary) 1. CHAIR Mamoru Hatazawa was appointed Chair of the meeting. 2. NOTICE The Chair reported that due notice of the meeting had been given and accordingly declared the meeting open. 3. QUORUM It was noted that a quorum of directors was present and that the meeting had been duly convened. 4. PURPOSE OF THE MEETING The Chair reported that the business of the meeting was to consider, and if thought fit, approve the proposed filing (the "Chapter 11 Filing") by the Company of a petition (the "Petition") seeking relief, and commencement of a case (the "Chapter 11 Case"), under the provisions of Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ). 5. DISCLOSURE OF INTERESTS 5.1 Each of the directors present confirmed that he or she had no direct or indirect interest which conflicts, or may possibly conflict, with the interests of the Company in any of the various matters to be considered at the meeting which he or she was required to disclose in accordance with sections 177 and 182 of the Companies Act 2006 (the Act ) and the Company s articles of association. 1

11 11 of Each of the directors present at the meeting confirmed that he or she had no conflict of interest in relation to the business to be considered at the meeting which would constitute a conflict of interest in breach of section 175 of the Act were it not authorised either by the directors or members of the Company. 5.3 It was noted that having confirmed that there were no conflicts of interests pursuant to paragraphs 5.1 and 5.2 above, none of the directors were prohibited from voting or being taken into account in ascertaining whether a quorum was present. 6. DISCUSSION 6.1 Financial status of the Company It was noted that: the Company operates as part of the "Westinghouse Group", which comprises the Company its subsidiaries (the "EMEA Group"), and Toshiba Nuclear Energy Holdings (US) Inc ("TNEH US") and its subsidiaries (the "US Group"); due to current market conditions, the financial position of the Westinghouse Group has deteriorated, leading to immediate difficulties for the Company and other members of the Westinghouse Group; there are a range of management, operational and financial dependencies and relationships within the Westinghouse Group, including a cash pooling arrangement between certain Westinghouse Group members and significant underlying intra-group payables and receivables; and as a result of their deteriorated financial position, Westinghouse Electric Company LLC and certain of its US affiliates which are direct and indirect subsidiaries of TNEH US (and potentially TNEH US and certain of its subsidiaries) are expected to imminently file petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code (together, the "US Group Filings"). 6.2 Chapter 11 Filing and related financing It was noted that: in light of the circumstances described in paragraph 6.1, the directors carefully considered what would be most likely to promote the success of the Company for the benefit of its members as a whole, and having due regard to the interests of its creditors and the need to act fairly as between members; the board carefully considered and discussed: (a) (b) the current and expected financial (including cash flow) position of the Company and the EMEA Group; the likely implications of the US Group Filings on the Company and the EMEA Group in light of the management, operational and financial dependencies within the Westinghouse Group, including as may result from any impairment of receivables owed by US Group members to EMEA Group members; 2

12 12 of 19 (c) (d) (e) the potential restructuring and financing options available to the EMEA Group if it does proceed with the Chapter 11 Filing, including the proposed debtor-in-possession financing ("Financing"); the alternative restructuring and financing options available to the EMEA Group if it does not proceed with a Chapter 11 Filing, and the ability of it to operate with or without such restructuring and financing; the short and long term implications of the Chapter 11 Filing on the Company, including as a result of any impact on: (i) (ii) (iii) (iv) (v) regulatory authorisations held by EMEA Group members and the ability of EMEA Group members to comply with nuclear industry regulatory and compliance requirements; the rights of counterparties to contracts with EMEA Group members, including the ongoing relationship of the EMEA Group with its suppliers and customers (among others); the retention of employees by the EMEA Group and the interests of such employees; the continuity of operations of the EMEA Group, having particular regard to any adverse effect on the community and the environment given the nature of the EMEA Group's nuclear fuel and decommissioning businesses; the EMEA Group's reputation as regards its business conduct; in each case as compared to not making a Chapter 11 Filing and not having access to any related Financing, and the possible impact on the financial position and performance of the Company and Toshiba Corporation (which provides various forms of support for the Westinghouse Group) that would result (including any potential for an insolvent liquidation of any EMEA Group member); and having consideration for the foregoing and regard to professional advice received from Togut, Segal & Segal LLP (the "Firm"), the directors determined that it is advisable and in the best interests of the Company and its stakeholders, including its members as a whole, its creditors and other interested parties, that the Company make the Chapter 11 Filing (on the terms resolved). 7. SHAREHOLDERS AGREEMENT Owner Board approval 7.1 It was noted that: Section 3.02(f) of the Shareholders Agreement in respect of the Company as restated on 11 September 2013 (the "SHA") provides that certain actions must not be taken without prior approval by vote of members of the owner board constituted in accordance with Section 3.02 of the SHA (the Owner Board ) or a resolution of the Owner Board in accordance with Section 3.02(i) of the SHA, including (among other things) any petition 3

13 13 of 19 for voluntary bankruptcy of any member of the Westinghouse Group whose total value exceeds twenty percent (20%) of the then fair market value of the Westinghouse Group s total consolidated assets; and on 28 March 2017, the Owner Board passed an Owner Board Approval resolution approving the Chapter 11 Filing for the purposes of Section 3.02(f) of the SHA. 8. RESOLUTIONS It was resolved: Chapter 11 Filing 8.1 that in the judgment of the directors it is advisable and in the best interests of the Company, its creditors, its shareholders and other interested parties that the Company file the Petition and commence the Chapter 11 Case under the provisions of Chapter 11 of the Bankruptcy Code; and 8.2 that the filing of the Petition and the commencement of the Chapter 11 Case by the Company be, and it hereby is, approved, adopted and authorised in all respects; and 8.3 that each director and each other officer of the Company (each director and each other officer of the Company, an Authorised Officer and, collectively, the Authorised Officers ) be, and each of them individually hereby is, authorised, empowered, and directed in the name and on behalf of the Company, to take any and all such actions as any such Authorised Officer, after consultation with counsel, deems necessary, desirable or advisable, to take all actions in connection with the Chapter 11 Case authorised herein; and 8.4 that the Authorised Officers be, and each of them, with full authority to act without the others, hereby is, authorised, empowered and directed, in the name and on behalf of the Company, to execute and verify the Petition, in the name of the Company under the Bankruptcy Code, in a court of competent jurisdiction in the United States and to cause the same to be filed in any district and venue and at such time as any such Authorised Officer executing the Petition shall determine; and 8.5 that the Authorised Officers be, and each of them individually hereby is, authorised in the name and on behalf of the Company, to grant a special power of attorney (under hand or as a deed (including, if so required, by witnessing the affixation of the Company s seal to such special power of attorney) or acknowledged in the absolute discretion of the signatory Authorised Officer) to one or more other persons as may be deemed necessary, proper, appropriate or desirable by such Authorised Officer in his or her discretion (each, individually an Attorney-in-Fact and, together with the Authorised Officers, collectively, the Authorised Persons ), each one acting singly to effect the purposes and intent of any and all of the resolutions contained herein, without the necessity of the signature or attestation of any other officer of the Company; and 8.6 that each of the Authorised Persons and any of them be, and hereby is, authorised and empowered, in the name and on behalf of the Company, to execute (under hand or, if so required, by witnessing the affixation of the Company s seal thereto) and file or cause to be prepared, executed and filed (or to direct others to do so on their behalf as provided herein) the Petition and all other necessary documents, including, without limitation, all petitions, statements, schedules, motions, lists, applications, pleadings, plans and other papers, and to take any and all such other and further actions which the Authorised Person or the Company s legal counsel may in his or her 4

14 14 of 19 or its absolute discretion deem necessary, proper, appropriate or desirable for the Petition and/or the Chapter 11 Case; and Issuances of Press Releases 8.7 that the Authorised Officers be, and each of them, with full authority to act without the others, hereby is, authorised, empowered and directed, in the name and on behalf of the Company, to issue, or cause to be issued, a press release announcing, among other things, the Chapter 11 Case, and one or more press releases from time to time in connection with or as a result of the Chapter 11 Case, in such form and with such additions to such press releases as such Authorised Person deems necessary, proper or desirable, such determination to be conclusively evidenced by the taking of such action or the issuance thereof; and Retention of Advisors 8.8 that the Company be, and hereby is, authorised and directed to retain, in the name and, on behalf, of the Company, the Firm as general bankruptcy counsel for the Company, and any other related matter in connection therewith, on such terms as such Authorised Officers shall approve, such approval to be evidenced by their retention of the Firm, and each of the Authorised Officers be and hereby is authorised to give direction to the attorneys of the Firm; and 8.9 that the Authorised Officers be, and each of them, with full authority to act without the others, hereby is, authorised, empowered and directed, in the name and on behalf of the Company, to retain such other professionals as they deem appropriate during the course of the Chapter 11 Case, including, but without limitation, additional legal, financial, or administrative advisors, with a view to the successful prosecution of such case, on such terms as any Authorised Person shall in his absolute discretion approve; and Financing 8.10 that the Authorised Officers be, and each of them, with full authority to act without the others, hereby is, authorised, empowered and directed, in the name and on behalf of the Company, to execute, or cause to be executed, any and all documents necessary or appropriate in connection with the Financing; and Fees and Expenses 8.11 that the Authorised Officers be, and each of them, with full authority to act without the others, hereby is, authorised, empowered and directed, in the name and on behalf of the Company, to incur and pay or cause to be paid all such fees and expenses as in their judgment shall be necessary, appropriate or advisable to effectuate the purpose and intent of any and all of the foregoing resolutions, the making of any such payment conclusively to evidence the due authorization and approval thereof by the board; and General 8.12 that each of the Authorised Persons and each of them, with full authority to act without the others, be, and hereby is, authorised and empowered, in the name and on behalf of the Company, to give, make, sign, negotiate, execute (under hand or, if so required, by witnessing the affixation of the Company s seal thereto), deliver, certify, file and/or record and perform (or to cause the giving, making, signing, negotiation, execution (under hand or, if so required, by witnessing the 5

15 15 of 19 affixation of the Company s seal thereto), delivery, certification, filing and/or recordation and performance on behalf of the Company of such agreements, notes, deeds, letters, notices, acknowledgements, instructions, instruments, motions, affidavits, applications for approvals or rulings of governmental, judicial or regulatory authorities, certificates and/or other documents (whether of a like nature or not), and any amendments or supplements thereto, and to take such other action, pay all fees and expenses, and do or cause to be done all such further acts and things as in the sole opinion and absolute discretion of such Authorised Persons as appear to be or become necessary, proper, appropriate or desirable in connection with the Petition and/or the Chapter 11 Case or any other matters contemplated by these resolutions and to carry out and put into effect the purposes of the foregoing resolutions and the actions contemplated by these resolutions, with the authority of any of the Authorised Persons with respect thereto to be evidenced by the taking of such action; and 8.13 that the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, instruments, filings or other documents described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, instruments, filings or other documents described in the foregoing resolutions shall in no manner derogate from the authority of the Officers to take all actions necessary, desirable, proper, advisable, or appropriate to consummate, effectuate, carry out or further the transaction contemplated by, and the intent and purposes of, the foregoing resolutions; and 8.14 that any and all past lawful actions heretofore taken by any Authorised Person in the name, or on behalf, of the Company in furtherance of any of the actions authorised or contemplated by any or all of the preceding resolutions be, and the same hereby are, adopted, ratified, confirmed and approved as the acts and deeds of the Company; and 8.15 that any person dealing with any Authorised Person in connection with any of the foregoing matters shall be conclusively entitled to rely upon the authority of such Authorised Person s execution of any agreement, note, deed, letter, notice, acknowledgement, instruction, instrument, motion, affidavit, application, certificate or other document (whether of a like nature or not), and the same shall be a valid and binding obligation of the Company enforceable in accordance with its terms; and 8.16 that the Company shall indemnify each Authorised Person for all that he or she may lawfully do in accordance with these resolutions; and 8.17 that a copy of these resolutions, or any abstract thereof, be filed with the minutes of proceedings of the Company. 9. CLOSE OF MEETING There being no further business, the Chair declared the meeting closed. /s/ Mamoru Hatazawa CHAIR 6

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19 19 of 19 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED, Debtor x : : : : : : : : x Chapter 11 Case No. - ( ) CORPORATE OWNERSHIP STATEMENT OF TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED Pursuant to Rules 1007(a)(1) and of the Federal Rules of Bankruptcy Procedure, the undersigned authorized representative of the above-captioned debtor and debtor-in-possession (the Debtor ) certifies that the following entities owns 10% or more of the equity interests of the Debtor: Toshiba Corporation and National Atomic Company Kazatomprom JSC. DECLARATION I, Mamoru Hatazawa, an authorized signatory of the Debtor in this case, declare under penalty of perjury that I have read the foregoing Corporate Ownership Statement and that it is true and correct to the best of my knowledge, information and belief. Dated: March 28, 2017 By: /s/ Mamoru Hatazawa Name: Mamoru Hatazawa