NOTICE. 4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

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1 NOTICE Notice is hereby given that 20 th Annual General Meeting of the Members of Jindal Power Limited will be held on Monday, 10 th August, 2015 at a.m. at the Registered Office of the Company at, Tamnar , District Raigarh, Chhattisgarh, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt: a. the Audited Financial Statements of the Company for the Financial Year ended on 31 st March, 2015 together with the Reports of the Board of Directors and the Auditors thereon, and b. the Audited Consolidated Financial Statement of the Company for the Financial Year ended on 31st March, 2015 together with the Report of the Auditors thereon. 2. To appoint a Director in place of Mr. Naveen Jindal (DIN: ) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. 3. To appoint M/s Lodha & Co., Chartered Accountants (ICAI Firm Registration No E) as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting of the Company up to the conclusion of the next Annual General Meeting of the Company and to fix their remuneration. SPECIAL BUSINESS 4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the Article of Association of the Company, Mr. Kamal Kumar Agarwal (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 2 nd February, 2015 and who holds office upto the date of the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

2 5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the Article of Association of the Company, Mrs. Shallu Jindal (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 6 th March, 2015 and who holds office upto the date of the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013 signifying her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be amended from time to time, M/s Ramanath Iyer & Co. (FRN 00019), Cost Accountants, No. 808, Pearls Business Park, Netaji Subhash Place, Delhi , Cost Auditors appointed by the Board of Directors of the Company to conduct audit of the cost records of the Company for the financial year , be paid remuneration of Rs.1,60,000/- and applicable taxes and reimbursement of other out of pocket expenses that may be actually incurred in connection with conducting the audit of cost records of the Company. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary to give effect to this resolution. 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to the provisions of the Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company to offer or invite subscriptions for secured / unsecured redeemable non-convertible debentures, in one or more series / tranches, aggregating up to Rs. 5,000 crore (Rupees five thousand crore), on private placement, from such persons and on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider proper and most beneficial to the Company including, without limitation, as to when the said Debentures are to be issued, the consideration for the issue, mode of payment, coupon rate, redemption period, utilization of the issue proceeds and all matters connected therewith or incidental thereto.

3 RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, delegate all or any of these powers to any Committee of Directors or Managing Director or Whole time Director or Director or other officer of the Company or any other person and to settle any question, difficulty or doubt that may arise in this regard, to finalise and execute all such deeds, documents and writings as may be necessary, desirable or expedient as it may deem fit. Place: New Delhi Date: 13 th July, 2015 By order of the Board of Directors Registered Office: Sd/- Tamnar , Dhiraj Kumar Maggo Dist. Raigarh Company Secretary Chhattisgarh Membership No. F 7609 CIN: U04010CT1995PLC Tel: , , Fax: info@jindalpower.com; Website: Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. 2. A blank proxy form is sent herewith. 3. The instrument appointing proxy, duly stamped completed and signed, should be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of companies must be supported by appropriate resolution issued on behalf of the nominating companies. 4. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company duly certified copy of the relevant Board resolution authorizing such a representative to attend and vote on their behalf at the meeting. 5. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business under Item No. 4 to 7 above to be transacted at the meeting is annexed hereto. 6. All documents referred to in the accompanying Notice and the Explanatory Statement are open to inspection by the members at the registered office of the Company on all working days up to the date of Annual General Meeting between 11:00 AM and 1:00 PM.

4 RESOLUTION NO. 4 & 5: EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Mr. Kamal Kumar Agarwal and Mrs. Shallu Jindal were appointed as Additional Directors by the Board of Directors with effect from 2 nd February, 2015 and 6 th March, 2015 respectively. In terms of sub-section (1) of Section 161 of the Companies Act, 2013 (hereinafter called the Act ), they hold office upto the date of this Annual General Meeting. The Company has received notices in writing from a member in terms of Section 160 of the Act along with deposit of requisite amount proposing the candidature of Mr. Kamal Kumar Agarwal and Mrs. Shallu Jindal to be appointed as Directors, liable to retire by rotation. The Board considered this matter in its meeting held on 26 th May, 2015 and has recommended their appointment as Directors of the Company whose period of office is liable to determination by retirement of directors by rotation. None of the Directors / Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise in this resolution, except Mr. Kamal Kumar Agarwal in resolution no. 4 and Mrs. Shallu Jindal and Mr. Naveen Jindal in resolution no. 5. RESOLUTION NO. 6: The Board of Directors had, in its meeting held on 26 th May, 2015, and on the basis of recommendations of the Audit Committee appointed M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, 808, Pearls Business Park, Netaji Subash Place, Pitampura, Delhi , as the Cost Auditors to conduct audit of cost records of the Company for the Financial Year in respect of its business activities and, subject to ratification by shareholders, fixed their remuneration at Rs.1,60,000/- (Rupees one lakhs sixty thousand only) and applicable taxes and reimbursement of other out of pocket expenses that may be actually incurred in connection with conducting the audit of cost records of the Company. Pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors shall be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise in this resolution.

5 RESOLUTION NO. 7: There are several ways of raising moneys for meeting Company s requirement of funds, one of them being, issuing of Non-Convertible Debentures (NCDs) which has better acceptability in the market and is very competitive. Keeping in view future requirement of funds, the Board of Directors had, in its meeting held on 26 th May, 2015, considered and approved, subject to approval of shareholders, issuance of secured/ unsecured redeemable NCDs, in one or more tranches, on private placement basis, upto an amount, the aggregating outstanding of which, at any given time, should not exceed Rs. 5,000/- crores. Borrowings through issuance of NCDs will be within the overall borrowing powers of the Company as may be decided by the shareholders of the Company, from time to time under section 180(1)(c) of the Companies Act, In terms of Section 42 and 71 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, any offer or invitation for subscription of NCDs issued by the Company on private placement basis requires prior approval of shareholders by way of special resolution. Approval of shareholders will be valid for one year for all the offers or invitations made by the Company during that year. The Board, therefore, recommends resolution no. 7 of the accompanying Notice to the shareholders for their approval by way of special resolution. None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise in this resolution. Place: New Delhi Date: 13 th July, 2015 By order of the Board of Directors Registered Office: Sd/- Tamnar , Dhiraj Kumar Maggo Dist. Raigarh Company Secretary Chhattisgarh Membership No. F 7609 CIN: U04010CT1995PLC Tel: , , Fax: info@jindalpower.com; Website:

6 Details of the Directors seeking appointment/ re-appointment at the 20 th Annual General Meeting [Pursuant to Secretarial Standard on General Meetings (SS-2)] Name of Mr. Naveen Jindal Mrs. Shallu Jindal Mr. Kamal Kumar Agarwal Director Date of Birth March 09, 1970 (45 Years) October 20, 1970 (44 June 30, 1952 (63 Years) (Age) Years) Date of first January 30, 1995 March 06, 2015 February 02, 2015 appointment on the Board Qualifications 1. Bachelor s Degree in 1. Bachelor s Degree 1. Bachelor s Degree in Electrical Commerce in Economics Engineering 2. Master s Degree in Business 2. Master s Degree in Industrial Management from University of Management Texas at Dallas. Experience Mr. Naveen Jindal is the Mrs. Shallu Jindal is a Mr. Kamal Kumar Agarwal Chairman of the Company, multi-talented and started his professional career Jindal Steel & Power Limited multi-faceted with NTPC Limited in He (JSPL), the Holding company personality with served NTPC for over 32 years and Jindal Petroleum Limited. accomplishment in art in various capacities including as He has been the Managing & culture, charitable CEO (NTPC Vidyut Vyapar Director of JSPL for fourteen and social work and Nigam Ltd.), Regional Executive years upto 30th September, business enterprise. Director (National Capital Under his able leadership She is a renowned Region), Executive Director and guidance, the Group Kuchipudi dancer. (Commercial & New Business completed various expansion She has been Development) and Regional plans and new projects honoured with many Executive Director (Western successfully and achieved high awards for her Region). Before leaving NTPC, levels of growth and has outstanding he was working as Regional established its foot prints achievements in the Executive Director (Western globally. He was among the 25 field of Indian classical Region) in At NTPC Ltd., Indians who were a part of the dance (Kuchipudi) and he was responsible for project annual list of 250 Young Global contribution in the field construction & contract Leaders in 2007 issued by the of art and culture, management for implementation World Economic Forum. He has education and of thermal power stations, been ranked as India s Best community commercial & regulatory affairs, CEO by the BT-INSEAD-HBR development. She is power trading and operation and Study and JSPL was rated as the current maintenance of thermal and the value creator in India for the Chairperson of combined cycle gas power period 1995 to 2011 by the National Bal Bhawan stations. He joined the Company Business Today. He has also and was the founding on 2 nd February, 2015 as been ranked among the top ten President of Young Wholetime Director & CEO. India Inc's Most Powerful CEO s FICCI Ladies Before joining the Company, he 2011 list by Economic Times- Organization (YFLO) was working with GVK Group as Corporate Dossier. He has been President Thermal since conferred with the Ernst and December 2011 and was Young Entrepreneur of the year responsible for construction of Award 2010 in field of Energy & 2x270 MW coal based thermal Infrastructure. power plant at Goindwal Sahib, Punjab and development of associated captive coal mine in the State of Jharkhand.

7 Shareholding in the Company Relationship with other Directors, Manager and other Key Managerial Personnel of the company No. of Board Meetings attended/held during Financial Year Directorships held in other companies Chairmanship/ Membership of Committees in other companies 150 shares 150 shares 50 shares Mrs. Shallu Jindal, Non- Executive Director is spouse of Mr. Naveen Jindal 1. Jindal Steel & Power Limited 2. Jindal Petroleum Ltd. 3. Jindal Stainless Ltd. 4. Jindal Synergy Investments Ltd. 5. Salasar Finvest Ltd. 6. The Delhi And District Cricket Association Ltd. Chairman of the Executive Sub - Committee of Board of Directors of Jindal Steel & Power Limited Mr. Naveen Jindal, Chairman is spouse of Mrs. Shallu Jindal 6/6 1/1 2/2 1. Jindal Steel and Power Limited 2. Miracle Foundation India 3. Jindal Steel & Power (Mauritius) Limited 4. Jindal Mauritania, SARL Nil 1. Kineta Power Limited 2. Uttam Infralogix Limited 3. Power Plant Engineers Limited 4. Kamala Hydro Electric Power 5. Etalin Hydro Electric Power 6. Attunli Hydro Electric Power NIL Member of Allotment Committee of Board of Directors of following companies: 1. Attunli Hydro Electric Power 2. Etalin Hydro Electric Power 3. Kamala Hydro Electric Power

8 J I N D A L P O W E R L I M I T E D A T T E N D A N C E S L I P Folio No. D.P. Id.* Client Id.* No. of Shares Name of Shareholder Address of Shareholder I/We.. hereby record my/our presence at the 20 th Annual General Meeting of the Company at its Registered Office at Tamnar , Dist. Raigarh, Chhattisgarh on Monday, the 10 th day of August, 2015 at a.m. Signature of the Shareholder / Proxy NOTES: 1. You are requested to sign and hand this over at the entrance. 2. If you are attending the meeting in person or by proxy, copy of Notice and Annual report may please be brought by you/your proxy for reference at the meeting. 3. *Applicable for Investor(s) holding share(s) in demat form ***Tear from here*** Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: U04010CT1995PLC Name of the company: Registered office: Tamnar , Dist. Raigarh, Chhattisgarh Name of the Member (s) : Registered Address : Id: Folio No/ Client Id* : *DP ID : I/We, being the member (s) of..shares of the above named company, hereby appoint 1. Name: Address:. Id:. Signature :., or failing him 2. Name: Address: Id: Signature:., or failing him

9 3. Name: Address: Id:..Signature:. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20 th Annual General meeting of the company, to be held on Monday, the 10 th day of August, 2015 at a.m. at Registered Office of the Company at Jindal Power Ltd., Tamnar , District Raigarh, Chhattisgarh and at any adjournment thereof in respect of such resolutions as are indicated below: S. No. Resolution For Against 1. To receive, consider and adopt Standalone and Consolidated Financial Statements of the Company including Report of Board of Directors and Auditors 2. To reappoint Mr. Naveen Jindal as a Director. 3. To appoint M/s Lodha & Co., Chartered Accountants, the retiring Auditors, as Statutory Auditors of the Company 4. To consider appointment of Mr. Kamal Kumar Agarwal as Director 5. To consider appointment of Mrs. Shallu Jindal as Director 6. To ratify the payment of remuneration to M/s Ramanath Iyer & Co., (FRN 00019), Cost Accountants, as Cost Auditors of the Company 7. To consider issuance of Non-Convertible Debentures up to Rs. 5,000 crores Signed this day of Signature of Shareholder Affix 30Ps. Revenue Stamp Signature Signature of Proxy holder(s) Notes:- 1. This form should be signed across the stamp as per specimen signature registered with the Company. 2. The Proxy, to be effective, should be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. 3. A proxy need not be a member of the Company. 4. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 5. Please put a in the appropriate column against the resolutions indicated in the Box. If you leave the For or Against column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate. This is only optional. *Applicable for Investors holding shares in demat form.