Gll=zx

Memorandum of Association
of
BOULDER FUEL CORPORATE - FZCO
 Sll=zA
Memorandum of Association of BOULDER FUEL CORPORATE - FZCO.

1. The name is BOULDER FUEL CORPORATE - FZCO (the "FZCO,,).

2. The registered office of the FZCO will be situated in the |FZA Dubai area within Dubai
Silicon Oasis (IFZA Dubai").

3. The objects for which the FZCO is established are:

a. To carry on all such business within the area of in the IFZA Dubai in the Free Zone
as the Dubai Silicon Oasis Authority (the "Authority") may permit under the terms
of the License issued in respect of the FZCO.

b. fo carry on any other trade or business which can, in the opinion of the board of
Directors, and subject to the Authority's approval, be advantageously carried on by
the FZCO in connection with or as ancillary to any of the above business or the
general business of the FZCO.

4. The Shareholders of the FZCO shall consist of not less than one (1) person and not more
than ten (10) persons, and subject to such rules and regulations amended and/or issued by
the Authority from time to time.

5. The liability of a Shareholder shall be limited to the unpaid contribution towards the shares
held by the Shareholder in the FZCO.

6. Any provisions of clauses of this Memorandum of Association may be amended, modified,

varied, altered, changed or substituted by shareholders resolution.

7. The FZCO shall have a separate legal personality wholly distinct from that of its
shareholders and any liability of the Shareholders for the debts or obligations of the FZCO
shall be limited to a Shareholder's unpaid contribution towards the shares held in the
FZCO by that shareholder.

8. lf Articles of Association of the FZCO are not registered, the lmplementing Regulations No.
(Ll20OO) lssued pursuant to Law No. (7) ol 2OO4 as amended by Law No. (J.6) of 2005 by
H.H Maktoum Bin Rashid Al Maktoum, Ruler of Dubai, and the UAE Federal Law No. (2) of
2015 Regarding Commercial Companies and its Amendments will govern and regulate the
FZCO.

iji:.=',

G il
 ffill=zx
The capital of the FZCO shall be represented and distributed in the following manner:

Member Name No of Shares Share Value Share Capital

J.BDALLAH LEMSAGAM 250 100 2s000
MOHAMED EL ATMIOUI IZAGHAREN 710 100 71 000

MOHAMED AYMANE LAKHSASSI 40 100 4000

Share Capital AED 1 00000

No share in a FZCO may be issued unless the capital is fully paid.

Al! shares issued by FZCO shall be of the same class unless the Authority
approves othenruise.
No FZCO may acquire its own shares.

D
 ffilt=zA
10. The Board of Directors of the FZco shall be comprised of the following:

Member Name Nationality Passport No. Position in Board

Shareholder
ABDALLAH LEMSAGAM Morocco MP2852929
Director
General Manager
Shareholder
UOHAMED EL ATMIOUI IZAGHAREN Spain PANl 34338
Secretary
Director
Shareholder
_ :..iED AYMANE LAKHSASSI Morocco cD1472572
Director

n- tlrectors, Manager and secretary may be replaced, removed, appointed by way of Board
Esdrtim or Shareholders' resolution. The replacement, removal or appointment of the Directors,
and secretary shall only be valid upon the approval of the Authority and when the
Free
:qBr
Zre register is updated.

Association and the lmplementing rules and

'=;-lations and/or the FZCO Conditions conflicts, the latter two documents shall prevail'

this
We, the persons whose names, addresses and descriptions are set out above, adopt
as Memorandum of Association of the FZCO and we have subscribed for the number of
shares in the capital of the FZCO set opposite our respective names'
 ffill=zx
-- : '.':-::andum of Association is executed on LL-Dec-2023

MP2852929

EL ATMIOUI IZAGHAREN

AYMANE LAKHSASSI
 GII=ZA

Articles of Association
of
BOULDER FUEL CORPORATE. FZCO
 #ll=zx
_: :ICS Of ASSOCiAI|ON Of BOULDER FUEL CORPORATE ' FZCO

- -:_-- =-. ceaprivateCompanyandtherefore,noinvitationshall bemadetothepublicas

- : -:::' :: for any shares, stock, debentures, or debenture stock of the Company'
' ::: - - : :: of Association the following expressions shall have the following meaning:

The Dubai Silicon Oasis AuthoritY;

A Resolution in writing by the Board of Directors as regards any

matter decided by the Board of Directors in respect of the Free
Zone Company as described in this Articles of Association,
Memorandum & lmplementing Regulations

'tllc Zone or FZ" Dubai Silicon Oasis

1F;Ec[- A Free Zone Company formed and registered (or to be formed

and registered) under the lmplementing Regulations No. l- 12006
lssued pursuant to Law No. (7) of 2004 as amended by Law No'
(16) of 2005 by the Ruler of Dubai

:l l: -: Iions" conditions relating to Free Zone Companies issued or to be

issued by the Authority, as the same may be amended by the
Authority from time to time;

- - -.::1menI '
The Department of the Authority having responsibility for the
formation, registration and regulation of FZCO's hereunder;

The register maintained by the Authority that is the official record

of companies incorporated in and branches registered in the
Free Zone as well as details of the licenses issued to all such
companies and branches;

?rolementing The lmplementing Regulations No. L lssued pursuant to

I2OOO

Qeguhions" Law No. (7) of 2004 as amended by Law No. (L6) of 2005 by H'H
sheikh Maktoum Bin Rashid Al Maktoum, Ruler of Dubai, and the
UAE Federal Law No. (2) of 2OL5 Regarding Commercial
Companies and its Amendments.

-_- -Joal The lnternational Free Zone Authority area in Dubai Silicon
Oasis.
 Ou=zx
tss- The persons, whether individuals, companies or other establishments, who
are the shareholders of any FZCO formed and registered in accordance
with the lmplementing Regulations

I -: - - =-- .:.riStfatiOn
-5
--:'-'--aion and registration of the FZCO shall be in accordance with the
: ='-j?egulations.

- - -- -=--- ssion being granted by the Authority for the formation of a FZCO, the
-. - -. - :-:. caLlse all relevant details concerning such Free Zone Company to be
:- : = _ - -.-e lZ Register and for a Certificate of Formation, duly executed by or on
-: -: - -' ,-= l;:horily to be issued.

--= -=:':i:eof Formationshall specify,amongotherthings,thedateof registrationof

-= =_t _ ^ -.^,? FZ Register. AFZCO shall be deemed dulyformedwith effectfrom the
-:': -' '=: s:.aiion thereof in the FZ Register. Each FZCO shall then be capable of
: :'- : -l a ine functions of a FZCO. Any liability on the part of a shareholder to
. - --. : -.= .1, rrs assets in the event of its being de-registered pursuant to the
- - :--=-'-- Rpnrrlations is limited to the extent of the shareholder's unpaid share
- 1- ': - -".' .-:icn to the FZCO.

in UAE Dirhams. The minimum capital

= :..::ar of the FZCO shall be denominated
:-: := -=D 10.000 or such other amount as the Authority may from time to time

- - :
::.: :a cf the FZCO shall be divided into shares. The share value of the FZCO shall
:. :-: :=::rntined by the Authority and/or the lmplementing Regulations as may be
:-:-:.1 ',om time to time. Each share may be represented by a share certificate
--- = =: i;, the Authority (provided the capital is fully paid-up) in such form as the
- -'- -':., r&Y prescribe from time to time.
--: s-are capital of aFZCO may only be paid in cash unless the Authority otherwise
:_'- --::s that the share capital be paid by way of contribution in kind or by a
: - -': -a: cn of cash and in kind contribution. Any such authorization shall be subjectto
: , - - - , -:itions as the Authority may require.

- -: a.e capital of a FZCO may be altered by Board Resolution or by resolution of the

s -

:-=-=-:lCers subject to the prior approval of the Authority, Details of each alteration in
--: :-a.e capital of a FZCO shall be entered in the FZ Register and shall take effect
-'- -- :^3 date of such registeration.

The name of a Free Zone Company must end with the suffix "FZCO". AFZCO shall not
be registered in the FZ Register with a name which is not approved by the Authority. A
 IFz.A
: --1-l: :s name by Board Resolution subject to the proposed new name
- - . :: :.. :1e Authority. The new name of the FZco shall be entered in the FZ
: : - :- ---.
^ - - r,^^+^
ircare of change of Name shall be issued by the FZ Department.
'
-=- ='= :' Change of Name shall specify, among other things; the date of
_

-. - -..=
=-e3t,

=====-:: l-:E i Branches

= :-- I :-a ai all times have an office in IFZA Dubai to which all communications
:-: - -. -:: -a..' be addressed. Details of such office, which shall be its registered
--.. :-: -' a^y' change of address, shall be notified within 7 days to the FZ
- =- = -- :-'. =': details thereof promptly, entered in the FZCO Register. Subject to the
1' - - '= :' '.-: -uthority the FZCO may open branches in and outside of the Free Zone.

: .--- r
.)'- -\:_ =-=.E
--: =- - - s-ai affix and keep affixed, its name on the outside of every office or place in
:- - --::-:= ,', :" :he requirements of the Authority.

l.-;, -:s s ::e's etc.

--: =-ll s:all have its name mentioned in legible characters in its entire business
:-:'' --- ^:< and other official publications, on all promissory notes, cheques and
-l-. . =- -lli.i",rnge and orders for money, goods or services purporting to be signed
: -. :- :3^:lf of the FZCO and on all its parcels, invoices receipts, letterof creditand
-:_-:':-_::
.-

FZCO shall mention its registered office in legible characters in all its business
and order forms.

S-.:-::
- : : : -:-'= ^ a FZCo may be issued unless the capital thereof is fuily paid.

- ='.= 7:re Company shall not have less than one (1-) shareholder or more than ten

- -'- -' :., "om time to time in general or in specific for a particular Free Zone Company.

- : - :- :.-:s ssued by the Authority for the FZco shall be of the same class.

TIE FZCO may not acquire its own shares. However, the FZCO may own all or any of
tr shares in any other FZCO or shares in any company or other establishment subject
o cornpliance with all applicable laws.

D
 - - - ' -'-
e lFzn.;
-.4.. complete and issue share certificates to the Shareholders in respect
.': :r -: I c)'them of such FZCO forthwith upon the share capital in respect of
' --:: :=^j duly contributed in accordance with this Memorandum and
- : -- ==:-lations.

:, shall enter in the FZCo's share register details concerning the number,
:,',-er of all shares issued. No shares shall be issued in bearerform.

l -- : --=-:':'
- -'- --.=: :'arsfer of any share or shares in any FZCO shall be invalid unless a duly
- : - -.: - -:.'-^-eni of transfer has been delivered to the Authority and the details of the
:--': -. :::3.r registeredintheFZRegister.Anysharetransfershall beeffectiveas
rlate of registration in the FZ Register.

stEe h fte FZCO may be transferred without the prior approval of the Authority.

j :a-: :' I '=::crS and SeCretary

--: r-- I >-all have a Board of Directors consisting of not less than one director and
- -: :: -'='.='. ai:hough the offices of director and secretary may be held jointly by a
, -. = ::-::- =ach director and secretary shall be individuals.

--: ::'::-s -amed in the FZ Register as directors and secretary of the FZCO are, on
-: -:.-:.:- o: the FZC), deemed to have been respectively appointed as its first
- =-.- ': =-l Secfgtary,
TIE UCO shall keep at its registered office a register of directors and secretary and the
E{ier stull contain details as to the identity and address of the directors and secretary
il tE FZCO, and of any changes thereto. Any such changes shall be notified to the FZ
tEpartnent within 7 day thereof and details promptly entered in the FZ Register in the
rtscribed form.

Any Director and the secretary may be appointed and removed by way of Board
Esolrtion subject to the provisions of paragraph 23 above.

The acts of a director, secretary or manager are valid notwithstanding any defect that
nay afteruards be discovered in their appointment.

Ectsrs'Meetings
L The business of a FZC1 shall be managed by the directors who may exercise all the
pourers of the FZCO. The directors may regulate their proceedings as they think fit. Any

1 -ector may call a meeting of the directors and any question arising at a meeting of the
!

D \fectors shall be decided by a majority of votes, each director having one vote. The
 GII=ZA
Ef, :::: chairman and may vest in him a casting vote. Any director may
?.

E -'-=' : -:clor as his alternate who shall be entitled to vote in accordance

- - - I I 'ecior's instructions (if any) separately from his own vote.

: l-:l :y,a majority of all the directors shall be as valid and effectual as if
: : ^-::irng of the directors and may consist of several documents in like
-- =: a. 31e Or more directors.

I not be entitled to Vote nor be counted aS part of the quorum in relation to

wtrich concerns a matter in which he has any direct or indirect conflict of
,,fiich is material and which conflicts or may conflict with the interests of
nless his interest has been disclosed in writing to the other directors in
:::: :: crovide an accurate Statement thereof and the other directors (or a
:- .-=-- resolve that such director should be entitled to vote and / or be
:: ::1 :':he quorum.
y shall cause minutes to be kept in books kept for the purpose of each
directors and of all appointments of directors or secretary.

e dicts of each FZCO shall be to carry on all such business within IFZA Dubai as
Arsfy may permit under the terms of the license issued in respect of the FZCO
le gne may be amended from time to time by the Authority) and elsewhere in
ffirce witrr all applicable laws and regulations, and all business and other matters
6,y, conducive or related thereto. Such matters will include power for each FZCO to
oI, gmnt security, guarantee any obligation of any person or indemnify any person,
nEr irto all types of banking and financial transactions, to issue, make endorse or
r any negotiable instruments (such as cheques, bills of exchange, promissory notes
of lading) in relation to its business and power lor a FZCO to make, alter or
re of any investments (whether or not within the UAE) in relation to its business.

TIE FZCO may have a Seal but is not required to have one. The Seal shall have the
ErE of the FZCO engraved in legible characters on the Seal.

l: --':::s eic,
::^:ract may be made by a FZCO bywriting (a) under its Seal togetherwith the
: --:..-= of any director of the FZCO or (b) with the signature of any director and
: -'.;=:C in whatever form of words to have been executed by the FZCO. The FZCO
'' : ^'a<e any contract by writing on its behalf by any person acting under the authority
-.' " =
--zCO whether such authority is express or implied.

t- &'Ty contract which purports to be made by or on behalf of aFZCO is made, accepted or

€nds15sfl in the name of, and by or on behalf of or on account of, the FZCO by a person

D
 9lt=ZA
acting under its authoritY'
have been made'
or other bill of exchange is deemed to
[. o promissory note, cheques
I u...p,ed or endorsed on beharr
";;a;:
il::::"il';.::';""1;i:i:?':l'l*.;";
IJ-i1';ilTTi'"":::::'Ti;:ffi1Tt:
of, the Fzco by a person
actins under its

authoritY.

counts etc.
records suff:l:::::::L,T:.:il11;
'he FZCO
. rhe Fzcoshall accounrlngt"t''.1"-,""'.::;^
shall keep accountins "^^cnnahlA accuracv, atanytime,I"fflil:H:
the
oftheCompanyandbesuchastodiscloseWithreasonableaccuracy,atany
prepared under the
financialpositionoftheFzcoatthatti*.unoenablethedirectorstoensurethatany
balance sheet and profit
and loss
"tt""l :1^::,t^.0'"O of the tmplementing
n"g;taiions complies with the requirements
lmplementing
Regulations'
liabilities of
in particurar contain a record of the assets and
The accounting records
sha*
theFZCoandentriesfromdaytodayofallsumsofmoneyreceivedandexpendedby takes place'
of which the receipt and expenditure
the Fzco and the ,un",,
in respect

office in the Free

of the FZCO sha, be kept at its registered
The accounting records
ZoneandshallatalltimesbeopentoinspectionbytheotficersoftheFZEIFZ
of the Owner'
and representatives
Department and by its Owner

Thefirst..financialyear,,oftheFZCoshallcommenceonthedateofitsregistrationas shall
certificate of Formation. ir,"r"utt"r, the subsequentfinancialyears of the
disclosed in its the length
duration. The Board of Director may determine
be of twerve months
financialyearofitsFZCObyBoardResotution(acopyofwhichshallbedeliveredtothe
FZDepartmentwitt.rinTdaysofbeing."nuo"anddetailsthereofpromptlyenteredinthe or be for
no first financial year may exceed 18 months
ir',^t
FZCORegister) provided 3g berow successive
o mont.s. sub.iect to the provisions of paragraph
ress than after the end of the
iz monttrs ouration beginning immediately
financial years ,nuii o" ot
previous financial Year'

rhe Board of Directors of a FZco*lI

d:::,1:-lg::"::,ij;J:n:ffidiJ,f'"':l
3e ffi,ffi ;; ;' Department and detairs thereor
Jx"dfffliJ::J;e:lTi;iil"'ffi save that
'; in no case may the financialyear of a
Fzxon"girt"o
promptly entered in ffre
months'
Fzcoexceed ii*ontht or be shorter than 6

40'ThedirectorsofeveryFzcoshallprepareforeachfinancialyearoftheFZCoa
balancesheet".*.n"lastdayofitsfinancialyearandaprofitandlossaccount.
as at
and fair view of the state of affairs of the FZCo
give a true
4L. The barance sheet sha*
N.theendofthefinancialyearandtheprofitandloss,i:^.:,,..shallgiveatrueandfair
the financialvear'
of the Fzcofor
il:*l;tt]e ot"tn
"to '"ss
 Clt=zx
42. where the FZCo owns any other FZCO or owns more than half the shares in
or
othenruise controls any other company or establishment the first mentioned
FZCo shall
also prepare group accounts on a consolidated basis. where the FZCo neither
owns
less than half the shares in Company or other establishment (not being a FZC6)
nor
controls such company or establishment but nevertheless is in a position
to exercise a
significant influence over such company or other establishment, then such
company or
other establishment shall be treated as an associated company for accounting
purposes.

43. The annual accounts of the FZco shall be approved by its directors
and signed by or on
behalf of the directors. At least one director shall sign the balance sheet
and profit and
loss account of the FZCO.

44. A copy of the annual accounts of the FzCo shall, if requested by the Authority, be
delivered to the FZ Department within three (3) months of the end of the financial year
of
the FZCo or within such longer period as the Authority may determine.

45. where the net assets oI aFZC) fall below 50 o/o o'f its share capital the director (s)
shall,
not later than 15 days from the earliest day on which that fact is known to
a director, duly
notify the FZ Department and the Board of Directors which shall, within
seven (7) days
of such notification to it, take such steps as may be appropriate to remedy
the situation
so as to ensure that the net assets of such FZCO are restored to at least
50 % of its
share capital as soon as reasonably practicable.

Distributions
46' The FZCO shall not make a distribution, whether in cash or otherwise, to its
Shareholders except out of profits available for that purpose or where the
share capital
of the FZco is reduced in accordance with the provisions of the lmplementing
Regulations or where the Fzco is de-registered and its assets distributed
to its
Shareholders' The profits of a FZCO available for distribution are its
accumulated,
realized profits less its accumulated, realized losses.

Ownership of the Shares

47 ' The FZCO shall keep a register in which details shall be entered as regards the
Shareholders of the FZC) and as regards the uttimate ownership of
Shares of the
Fzco and details thereof (and of any changes therein) shall be notified to the FZ
Department within seven (7) days after it is made and promptly entered
in the Fzco
Register.

Board Resolutions
48' A copy of every Board Resolution shall be provided to the FZ Department within seven
\ fzl days after it is made and details thereof shall promptly be entered in the FZco
Register.
 CII=ZA
Security lnterests
49. The Shareholders may pledge or otherwise charge all (but not only some) of its shares
in the FZco to any creditor in security for any debt or other obligation incurred or to be
incurred by or binding upon the FZCo. Such pledge or other charge over any shares in
a FZCO will be void if details thereof in the prescribed form are not delivered to the FZ
Department within seven (7) days of the date of such pledge or other charge. Details of
any such pledge or other charge shall be entered promptly in the FZCO Register.

50. The Board of Directors of a FZCO shall cause its FZCO to keep at its registered office a
register of charges and to enter in it details of any pledge or other charge of the
Shareholder's shares in the FZCO.

51' A FZCO may grant any security interest permitted under the laws of Dubai from time to
time to any creditor in security for any debt or other obligation incurred or to be incurred
by or binding upon the FZCO or any other person. Any such security interest will be void
if details in the prescribed form are not delivered to the FZ Department within seven (7)
days of the date of such security interest. Details of any such security interest shall be
entered promptly in the FZCO Register.

52. Upon any pledge, charge or other security interest as specified above being
discharged or upon any alteration in the name of the creditor or creditors in whose favor
such pledge, charge or other security interest operates, details thereof shall be notified
to the FZ Department within seven (7) days and entered promptly in the FZCO Register.

Power to investigate
53. The Authority may appoint one or more competent persons as inspectors to investigate
the atfairs of any FZCj and report to the Authority in such form and within such time as
it may direct. Such appointment may be made on the application of the owner, or of the
FZco or by the Authority acting unilaterally or by any other person provided the
Authority is satisfied that good reason has been shown or circumstances arisen for
requiring the investigation.
54. Any inspector appointed by the Authority pursuant to paragraph 53 above shall have
such powers of investigation as the Authority may vest in him.

55. If the FZ Department has reasonable cause to believe thatthe FZCO is not carrying on
business or in operation it may deregister the FZco after inquiry in writing of the FZco
to ascertain if it is carrying on business or in operation and such FZco either failing to
respond to such inquiry within seven (7) days thereof or failing to demonstrate to the
satisfaction of the Authority that it is carrying on business or in operation.

De-registration
A FZCO shall be de-registered from lhe FZ Register upon and in accordance with any
order therefore being issued by any court in the Emirate of Dubai.
 ffiII=ZA
57. Upon de-registration of a FZCO all trading and other business operations of the FZCO
must cease and the Board of Director must ensure that the FZCO's affairs are wound up
under the supervision of an accountant licensed to conduct business as such in the
Emirate of Dubai as liquidator so as to (a) ensure that such winding up is conducted in a
timely and organized way, taking account of all assets of the FZCO and the claims of all
creditors and employees thereof and ensuring the payment, or provision for payment of,
or to discharge, all claims, debts, liabilities and obligations of the FZCO subject to the
limitation of liability of the Shareholders specified in paragraph 5 above, (b) distribute
any surplus assets of the FZCO to the Shareholders, (c) cause to be prepared by the
liquidator a statement of account in respect of his actions and transactions and (d)
ensure that a copy of such report is delivered to the FZ Department within seven (7)
days of such report being made. Details of such report shall be promptly entered in the
FZ Register.

FZ Register
58. The FZ Register shall be open to public inspection subject to the FZ Department's prior
approval.

59. A Free Zone Company shall be de-registered from the FZ Register upon application
being made therefore by the Board of Directors, or Shareholders or the FZCO to the FZ
Department in the prescribed form or upon the FZco or the Shareholders being in
breach of any of these lmplementing Regulations or any FZCO Condition or the terms of
the FZCO's License and where, if such breach is capable of remedy by the
Shareholders or FZCO, such breach has not been remedied within 7 days (or such
other period as the Authority may agree) of notification by the FZ Department in writing
to the Shareholders or to the FZCO as regards such breach.

Miscellaneous
60. Subject to the Authority or the Registrar approval the Board of Directors of the FZCO
may alter, cancel supplement or vary any or all of this Articles of Association, as it may
consider appropriate from time to time,

6L. The FZCO must comply with all FZCO Conditions and the lmplementing Regulations
and with the terms of the License issued or to be issued by the Authority to the FzcO.

62. These Memorandum & Articles of Association have been executed in the English
Language.

63. The Dubai lnternational Financial Centre (DIFC) Courts shall have exclusive jurisdiction to
settle any dispute arising from or connected with these Articles (including a dispute
regarding the existence, validity or termination of these Articles or relating to any non-
contractual or other obligation arising out of or in connection with these Articles) or the
 ffilt=zx
consequences of its nullity (a "Dispute").The Shareholders irrevocably submit to the
jurisdiction of the DIFC Courts and waive any objection they may have to any Dispute
being
heard in the DIFC Courts on the grounds that it is an inconvenient forum (forum non
conveniens).

64. Where this Memorandum & Articles of Association and the lmplementing Regulations
and/or the FZCO Conditions conflict, the latter two documents shall prevail.

We, the several persons whose names and descriptions are set out below adopt these
Articles of Association.
 ffilt=zA
These Articles of Association are executed on
L1-Dec-2023

Member Name

ABDALLAH LEMSAGAM
MP28s2929

MOHAMED EL ATMIOUI IZAGHAREN

PAN134338

MOHAMED AYMANE LAKHSASSI

u' ,