The Board of Ministers, in the meeting dated 7-3-1382, ratified the Articles of Association of IWPCo, according to the proposal of Ministry of Energy No. 12552/20/100 dated 7-3-1382.

" Articles of Association of IWPCo "

1^st Chapter: Generalities and Capital

Article 1- The name of the company is “Iran Water and Power Resources Development Company”, which hereinafter is referred to as the company.
Article 2- The aim of the company is commencing, developing and completing projects of securing and transferring water and hydropower power generation (including pump-storage facilities) and management of the said projects.
Article 3- The main office of the company is located in Tehran, but it is active throughout the country.
Article 4- The company is private joint-stock. It is financially independent and is managed in accordance with the rules and regulations ratified by the Board of Ministers.
Article 5- The duration of company's activity of the  is unlimited.
Article 6- The capital of the company is equal to ten million Rials, which is divided to one hundred shares of one hundred thousand Rials. The whole capital belongs to the Mother Company of Iran Water Resources Management.

2^nd Chapter: Subject of the Activities and Scope of the Duties

Article 7- In order to achieve the goals mentioned in Article 2, the company is allowed to perform the following activities, observing the relevant rules and regulations:

1. Preparing, implementing and developing facilities and structures of hydropower power generation.
2. Preparing and implementing the national projects of water securing, water transferring and pump-storage.
3. Providing management services in the fields of constructing and developing water related projects according to different methods of investment.
4. Preparing projects according to the water industry needs of the country and proposing them to the Mother Company of Iran Water Resources Management and supervising the implementation of such projects.
5. Performing feasibility and recognition studies regarding hydropower power plants and proposing them to the Mother Company of Iran Water Resources Management.
6. Providing national standards in the fields related to the goals of the company and providing consulting services in this regard.
7. Implementing programs of Mother Company of Iran Water Resources Management in the fields of supporting and boosting potentials of contracting, consulting and constructing hydropower power plants equipments and attracting public partnership in this regard.
8. Cooperating with research companies in order to develop scientific, technical and economic potentials, including new scientific and technical methods for implementation of water and hydropower structures.
9. Purchasing services from private sector in the fields of research and implementation of water and hydropower structures in order to decrease the costs, boost the productivity and increase the quality of services.
10. Performing all types of activities and exchanges, which are necessary for achieving the goals of the company, within the framework of the relevant rules and regulations.
11. Investment and providing finance through public mobilization and attraction of local and international funds as well as selling bank participation bunds.
12. Operation and maintenance management of the project, carried out by the company, hydropower generation, exchange of hydro energy to aim capital return in order to accelerate company activities.

Note: The company is not allowed to establish other companies or invest in other companies.

3^rd Chapter: Components of the Company

Article 8- The main components of the company are as follows:

a- General Assembly
b- Board of Managers and Manager of the Board
c- Inspector and Auditor

Article 9- The members of board of managers of Mother Company of Iran Water Resources Management represent the shares of the company and the general manager of Mother Company of Iran Water Resources Management is the manager of the General Assembly of the company.
Article 10- The General Assembly sessions of the company are:

1. Ordinary sessions of General Assembly
2. Extraordinary sessions of General Assembly

Article 11- The ordinary sessions are held at least twice every year; Once for hearing the report of the Board of Managers, Inspector and Auditor of the company and taking decisions regarding financial matters and other subjects mentioned in the agenda of the General Assembly and once for taking decision regarding the budget of the next year, programs and policies of the company and other subjects mentioned in the agenda of the General Assembly.

Note: The extraordinary session is held at the invitation of the of the General Assembly manager or at the request of the majority of the General Assembly members at any time.

Article 12- The ordinary or extraordinary sessions of General Assembly shall be official by presence of two-third of the members. The decisions in the ordinary sessions will be valid by the votes of the majority of the members and in extraordinary sessions the decisions will be valid, in case two-third of the members vote in favor of them. The members should be invited at least 10 days prior to the date of session and they should be informed of the venue of the session. A brief history of the subjects of agenda should also be enclosed with the invitation.
Article 13- The responsibilities and authorities which in ordinary sessions of General Assembly can be discussed are as follows:

1. Taking decisions regarding general policies and future programs of the company.
2. Taking decisions regarding the annual report, financial reports and the budget of the company.
3. Taking decisions regarding the company savings and special profit of the company, observing relevant rules and regulations.
4. Selection or dismissal of the Manager of the Board, Members of the Board, Inspector or Auditor of the company.
5. Setting salary and benefits of the Members of the Board, within the limits defined by the Council of Salary and Remuneration and the limits mentioned in Art. 241 of Trade Law.
6. Setting the remuneration of the Inspector and Auditor.
7. Proposing financial regulations, in respect of the rules ratified by the Board of Ministers.
8. Proposing the recruitment rules -within the framework of the regulations ratified by the General Assembly of Mother Company of Iran Water Resources Management- regarding the relevant rules and regulations including Article 139 of the Constitutional Law and proposing it to the Board of Ministers for ratification.
9. Reviewing the company’s structure and setting the ceiling of the required posts, attraction programs of man power and company organization and proposing them to the Board of Ministers for ratification.
10. Taking decisions regarding the claims in respect of the Article 139 of the Constitutional Law.
11. Nominating the widely circulated newspaper for publishing the company’s ads.
12. Taking decisions regarding other subjects, which are to be approved by the Ordinary General Assembly according to these Articles of Association and the subjects which are mentioned in the agenda of the Assembly sessions considering the relevant rules and regulations.

Article 14- The responsibilities of the extraordinary General Assembly are as follows:

1. Taking decisions regarding increase or decrease of the capital of the company within the regulations and proposing it to the Board of Ministers.
2. Taking decisions regarding reforming or changing the Articles of Association of the company within the framework of rules and regulations and proposing it to the Board of Ministers for ratification.
3. Taking decisions regarding termination of the activities of the company according to the rules and regulations.

Article 15- Board of Managers of the company consists of 3 or 5 main members, who will be selected in the ordinary General Assembly sessions from among the experts in the fields relevant to the activities of the company. The members of the Board should be working on a full-time basis in Mother Company of Iran Water Resources Management or in the company. At least two of these members should be working on a full-time basis in the company and should have no other positions outside the company. The Members of the Board are selected for two years and after finishing these two years as long as the next members are not selected, they shall remain in their positions and re-selecting them for the next period is allowed.
Article 16- In the ordinary General Assembly sessions one substitute member for the main members of the Board of Managers can be selected. In case of decease, resignation or not having required qualifications of any member (according to discernment of the Manager of the General Assembly), he (she) can replace the said member.
Article 17- The sessions of Board of Managers shall be official with presence of the majority of the members and decisions shall be made with majority of votes of the present members.
Article 18- Sessions of the Board of Managers shall be held monthly in the main office of the company and the agenda will be distributed by the Manager of the Board one week prior to the meeting. On extraordinary occasions,the mentioned protocol can be avoided. Extraordinary occasions will be discerned by the Manager of the Board or majority of the members.
Article 19- Minutes of the meetings of the Board will be recorded, kept and signed by the present members. The Manager of the Board is responsible for following up of the ratified subjects.
Article 20- The Board of Managers is fully authorized considering the activities and exchanges which are related to the activities of the company, about which the General Assembly is not qualified to make decisions.

The Board of Managers is fully authorized regarding the following issues:

1. Proposing policies and plans of the company to the General Assembly.
2. Approving the implementation plan of the company including development and tentative operation, in order to propose them to the General Assembly for their ratification.
3. Approving annual budget, annual report, and financial reports of the company and handing them over to the General Assembly for their ratification.
4. Approving financial, exchange and recruitment regulations and proposing them to the General Assembly.
5. Approving the rules related to exchange of scientific, technical, industrial and business information in the fields related to the activities of the company, observing the provisions of this Articles of Association.
6. Approving the request of loan and credit proposed by the general manager, within the framework of the rules and regulations.
7. Internal auditing of exchanges and activities of the company.
8. Proposing correction and change of the provisions of this Articles of Association.
9. Studying and proposing the general structure of the company, ceiling of organization posts, attraction and escalation plan of the manpower to be approved by the General Assembly within the framework of relevant rules and regulations.
10. Approving the detailed organization of the company within the framework of ceiling of organization posts of the company and announcing it to the General Assembly.
11. The board of managers is responsible for submitting the financial report of the company and the board of managers’ report to the Mother Company of Iran Water Resources Management, the inspector and the auditor of the company, within the mentioned deadline.
12. Studying the claims for peaceful decisions or following the legal procedure and proposing their viewpoint to the General Assembly, observing the Article 139 of the Constitution.
13. Selecting the General Manager and proposing him to the manager of the General Assembly for the approval.
14. Studying and approving the internal circulars for managing the company.
15. Taking decisions on the uncertain debts and announcing their viewpoints to the General Assembly.

Note: Board of managers can transfer some of his authorities to the General Manager with his own responsibility.

Article 21- The general manager has the highest executive position in the company and is assigned from among the members of the Board of Managers, by the members of the Board for two years. The General Manager is responsible for managing all the activities of the company within the framework of provisions of this Articles of Association. He can transfer some of his authorities to any of the employees of the company, with his own responsibility.
Article 22- The responsibilities of the general manager are as follows:

1. Execution of the approvals and decisions of the Board of Managers and the General Assembly.
2. Preparing and proposing the policy, activity program and annual budget of the company.
3. Preparing the annual financial reports of the company and presenting them to the Board of Managers.
4. Deciding about the methods of execution, within the framework of rules and regulations and announcing them to the relevant units.
5. Preparing and proposing financial, exchange and recruitment rules to the Board of Managers.
6. Preparing and proposing the detailed organization chart of the company within the framework of approvals of the General Assembly.
7. Supervising the good performance of company circulars and taking required actions for qualified management of the company within the framework of the relevant rules and regulations.
8. Making decision and action regarding the activities of the company except for the ones which are within the responsibilities of the General Assembly and Board of Managers.
9. Dismissal and assignment of all of the employees of the company, defining their salaries and remunerations, benefits, promotion and punishment of them, according to the rules and regulations and the approved circulars of the relevant authorities.

Article 23- General Manager is the legal representative of the company for all administration and legal procedures and has the right to transfer his representation to other(s).
Article 24- All the checks, financial documents and contracts should be signed by the general manager (or his representative) and one of the members of the board (selected by the board). Administration correspondences are signed by the General Manager or his legal representatives. All the checks should also be signed by the Auditor or his representative.
Article 25- After expiring the assignment period of General Manager, he is authorized to take required decision until the new Manager is assigned.
Article 26- The inspector and auditor of the company are assigned for the period of one year.

Note: Actions of the inspector and auditor should not interfere with the normal flow of the activities of the company.

4^th Chapter: Financial Reports

Article 27- The financial year of the company starts on 1st of Farvardin of each year and ends on the end of Esfand of the same year.
Article 28- The financial reports of the company should be prepared considering the accounting standard and presented to the inspector and auditor within the mentioned deadline.

5^th Chapter: Other Regulations

Article 29- The company follows the rules and regulations of the Ministry of Energy in the fields of policies, programs and activities.

This Articles of Association is approved by the Council of Guardians through the letter no. 82/30/3505 dated 14/4/1383.

Signed by Mohammadreza Aref
First Deputy of the President