Board Resolution — AssetCo
Board Resolution of Goletrik Energy Assets Limited (RC 9897370) — Authorizing Servicer Appointment, Bond Issuance, and Corporate Actions
Goletrik Energy Assets Limited
Company: Goletrik Energy Assets Limited
RC Number: 9897370
Registered Office: Lagos State, Nigeria
Company Type: Private Company Limited by Shares
Date of Resolution: 28th September 2026
Meeting Location: HQ, Lagos State, Nigeria
WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS
of GOLETRIK ENERGY ASSETS LIMITED (RC 9897370)
passed pursuant to Article 8 (Unanimous Decisions) of the Company\'s Articles of Association and Section 263 of the Companies and Allied Matters Act, 2020.
Recitals
WHEREAS:
- •A. The Company was incorporated on [date] under the Companies and Allied Matters Act, 2020, as a private company limited by shares, with the primary object of acquiring, owning, holding, and leasing renewable energy assets (the "Business").
- •B. The Company's Articles of Association, as adopted, authorize the directors to issue Bonds/Notes (Article 3A), maintain segregated collection accounts (Article 3B), delegate servicing functions to a Servicer (Article 3C), and enter into related-party transactions on arm's-length terms (Article 3D).
- •C. The sole subscriber and shareholder of the Company is 0 Emission Technologies Limited (RC 6929125) (the "Shareholder" or "OpCo"), which also operates the Goletrik digital platform.
- •D. The directors have determined that it is in the best interest of the Company and its Bondholders/Noteholders to formally appoint OpCo as the appointed servicer of the Company's solar energy assets, to authorize the issuance of Bonds/Notes to investors, to open a segregated collection account, and to register the Company's security interest at the Collateral Registry.
- •E. The directors have reviewed the Services Agreement, the Investor Participation Agreement (IPA), the Customer Power Service Agreement (CPSA), and the Company's Articles of Association, and are satisfied that the resolutions set out below are in the best interest of the Company.
Resolution 1: Appointment of OpCo as Appointed Servicer
IT IS RESOLVED THAT:
- •1.1 The Board hereby approves and authorizes the entry by the Company into a Services Agreement with 0 Emission Technologies Limited (RC 6929125) (the "Servicer" or "OpCo"), pursuant to Article 3C (Delegation to Servicer) of the Company's Articles of Association.
- •1.2 The Servicer is hereby appointed as the appointed servicer of the Company's solar energy assets, with authority to perform installation, operation, maintenance, billing, monitoring, and customer onboarding services on the Company's behalf.
- •1.3 The Services Agreement constitutes a related-party transaction under Article 3D of the Articles of Association and Section 87 of the Companies and Allied Matters Act, 2020. The Board confirms that the Services Agreement is entered into on arm's-length terms and that the interest of OpCo (as Shareholder) has been fully disclosed.
- •1.4 Any director of the Company is hereby authorized to execute the Services Agreement on behalf of the Company, and the Company Secretary is directed to affix the common seal where required.
- •1.5 The Board acknowledges that the Company retains the Step-In Right to appoint a replacement servicer if OpCo defaults on its servicing obligations, as set out in the Services Agreement and the IPA.
Resolution 2: Authorization to Issue Bonds/Notes
IT IS RESOLVED THAT:
- •2.1 Pursuant to Article 3A (Borrowing Powers and Issuance of Bonds) of the Company's Articles of Association, the Board hereby authorizes the Company to issue Bonds and/or Notes (the "Bonds") to investors to finance the acquisition and deployment of solar energy assets.
- •2.2 The Bonds shall be issued under the terms of the Investor Participation Agreement (IPA), with a Gross Return Rate comprising the FGN Green Bond Benchmark Rate (trailing four-quarter average) plus a Risk Premium (default 2.0%) plus an O&M Premium (default 1.55%).
- •2.3 The Bonds shall be secured by a charge over the Company's solar energy assets, registered at the Collateral Registry maintained under the Secured Transactions in Movable Assets Act, 2017.
- •2.4 The Board authorizes the appointment of a Security Trustee to hold the security interest on behalf of Bondholders/Noteholders, once institutional investors are onboarded. Until then, the Company holds the security interest directly for the benefit of all Bondholders/Noteholders pro rata to their holdings.
- •2.5 Any director of the Company is hereby authorized to execute the IPA and any Bond/Note issuance documents on behalf of the Company.
- •2.6 The Company Secretary is directed to maintain a register of all Bonds/Notes issued, recording the holder, Face Value, issue date, maturity date, and Gross Return Rate for each instrument.
Resolution 3: Opening of Segregated Collection Account
IT IS RESOLVED THAT:
- •3.1 Pursuant to Article 3B (Segregated Accounts) of the Company's Articles of Association, the Board hereby authorizes the opening of one or more segregated collection accounts (the "Segregated Collection Account") at a Nigerian bank for the receipt of income derived from the Company's solar energy assets.
- •3.2 All customer payments (token purchases, MMC deficits) shall be swept into the Segregated Collection Account. Investor distributions shall be paid from this account before any sweep to OpCo for platform fees or operating expenses.
- •3.3 The payment waterfall from the Segregated Collection Account shall be, in order of priority: (1) investor distributions, (2) O&M reserve allocation, (3) Servicing Fee to OpCo, (4) VAT and tax remittances, (5) retained balance to the Company.
- •3.4 Any director of the Company is hereby authorized to open the Segregated Collection Account, sign the account opening documentation, and designate authorized signatories.
- •3.5 The Company Secretary is directed to record the bank name, account number, and authorized signatories in the company records.
Resolution 4: Registration of Security at the Collateral Registry
IT IS RESOLVED THAT:
- •4.1 The Board hereby authorizes the registration of the Company's security interest in its solar energy assets at the Collateral Registry maintained under the Secured Transactions in Movable Assets Act (STMAA), 2017.
- •4.2 The security interest shall be registered for the benefit of the Bondholders/Noteholders, pro rata to their holdings, until a Security Trustee is appointed, at which point the security interest shall be transferred to or held on behalf of the Security Trustee.
- •4.3 Any director of the Company is hereby authorized to complete the Collateral Registry registration, including providing the required asset descriptions, serial numbers, and party details.
- •4.4 The Company Secretary is directed to retain a copy of the Collateral Registry registration certificate and financing statement in the company records.
Resolution 5: Adoption of Articles of Association
IT IS RESOLVED THAT:
- •5.1 The Board hereby ratifies and confirms the adoption of the Company's Articles of Association as filed with the Corporate Affairs Commission, including the SPV-specific provisions:
- • (a) Article 3A — Borrowing Powers and Issuance of Bonds
- • (b) Article 3B — Segregated Accounts
- • (c) Article 3C — Delegation to Servicer
- • (d) Article 3D — Related-Party Transactions
- • (e) Article 17 — Independent Directors (for bondholder protection)
- • (f) Article 28 — Dividend Restriction While Bonds Outstanding
- • (g) Article 43 — Winding-Up (bondholder priority)
- • (h) Article 44 — Amendment requiring Bondholder consent
- •5.2 The Board acknowledges that no dividend or other distribution shall be declared or paid to members while any Bond is outstanding, except in accordance with Article 28 of the Articles of Association.
- •5.3 The Company Secretary is directed to ensure that all future corporate actions comply with the Articles of Association, particularly the bondholder protection provisions.
Resolution 6: General Authority and Ratification
IT IS RESOLVED THAT:
- •6.1 Any director of the Company is hereby authorized to do all acts, deeds, matters, and things and to sign, execute, and deliver all such documents, agreements, and instruments as may be necessary or desirable to give effect to the foregoing resolutions.
- •6.2 The Company Secretary is hereby authorized to file all necessary documents with the Corporate Affairs Commission, the Collateral Registry, the Federal Inland Revenue Service (FIRS), and any other regulatory authority as may be required.
- •6.3 All acts done by any director or the Company Secretary in connection with the foregoing resolutions prior to the date of this resolution are hereby ratified and confirmed.
Certification of Resolution
The undersigned, being all the directors of Goletrik Energy Assets Limited (RC 9897370), hereby sign this written resolution as a unanimous decision of the Board of Directors, passed in accordance with Article 8 (Unanimous Decisions) of the Company\'s Articles of Association and Section 263 of the Companies and Allied Matters Act, 2020.
This resolution takes effect from the date of the last signature below.
Company Secretary Certification:
I, the undersigned, being the Company Secretary of Goletrik Energy Assets Limited, hereby certify that the above is a true and correct copy of a written resolution duly passed by the Board of Directors of the Company, and that such resolution is in full force and effect as of the date below.
This resolution should be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The executed resolution shall be retained in the Company\'s statutory records and made available for inspection by directors, Bondholders/Noteholders, and regulatory authorities upon request.
Version 1.0 — Last updated: September 29, 2026