---

NEFTALY CORPORATE

BOARD RESOLUTION

Approval of Strategic Appointment and Pan-African Representation

---

Company Name: Neftaly Corporate
Registration Number: __________________________
Registered Address: ___________________________

---

BOARD RESOLUTION NUMBER: NEF-BR-__/20

Date of Resolution: ___________________________

---

MEETING OF THE BOARD OF DIRECTORS

A duly constituted meeting of the Board of Directors of Neftaly Corporate was held on the above-mentioned date, at which meeting a quorum was present and acting throughout.

---

BACKGROUND

WHEREAS Neftaly Corporate has entered into strategic discussions with Topak Power Technology, an international provider of energy and power technology solutions;

AND WHEREAS Topak Power Technology has agreed to appoint Neftaly Corporate as its:

• Exclusive African Master Distributor
• Pan-African Commercial Agent
• Strategic Representation Partner
• Sales, Distribution, Installation and Compliance Authority

for the African continent;

AND WHEREAS such appointment requires formal authorization of the Board of Directors;

---

RESOLUTION

NOW THEREFORE IT IS RESOLVED THAT:

---

1. APPROVAL OF APPOINTMENT

The Board hereby approves the acceptance by Neftaly Corporate of appointment as the authorized African representative and master distributor of Topak Power Technology.

---

2. AUTHORITY TO EXECUTE AGREEMENTS

The Board authorizes:

Mr. Neftaly Malatjie

Chief Executive Officer

to negotiate, sign, execute and deliver on behalf of Neftaly Corporate all agreements including but not limited to:

• Exclusive African Territory Agreements
• Master Distribution Agreements
• Agency Agreements
• Joint Venture Agreements
• Technical Cooperation Agreements
• Government Engagement Agreements
• Installer and Distributor Agreements
• Financing and Investment Agreements

---

3. ESTABLISHMENT OF AFRICAN OPERATIONS

The Board approves the establishment of operational structures necessary for implementation including:

• Distribution networks
• Technical installation programmes
• Compliance and regulatory systems
• Regional offices
• Joint venture entities
• Project Special Purpose Vehicles (SPVs)

---

4. FINANCIAL AUTHORITY

The Chief Executive Officer is authorized to:

• Engage financial institutions
• Secure project financing
• Negotiate investment partnerships
• Establish banking facilities
• Enter funding arrangements

subject to applicable corporate governance policies.

---

5. GOVERNMENT & INSTITUTIONAL ENGAGEMENT

Neftaly Corporate is authorized to engage with:

• National Governments
• Ministries of Energy
• Utilities and Municipalities
• Development Finance Institutions
• Infrastructure Agencies

for purposes of implementing energy infrastructure projects.

---

6. APPOINTMENT OF COMMUNICATION REPRESENTATIVE

The Board formally recognizes:

Saki Kweba

as the Official Communications and Strategic Partnership Representative responsible for:

• Institutional communication
• Government liaison
• Investor coordination
• Partnership administration
• Regulatory correspondence

---

7. RATIFICATION

All actions taken to date by the Executive Management in pursuit of this partnership are hereby ratified and approved.

---

8. EFFECTIVE DATE

This Resolution shall take effect immediately upon adoption.

---

CERTIFICATION

We, the undersigned Directors of Neftaly Corporate, hereby certify that the foregoing resolution was duly adopted and remains in full force and effect.

---

BOARD OF DIRECTORS

Director: __________________________
Signature: ____________________________
Date: _________________________________

---

Director: __________________________
Signature: ____________________________
Date: _________________________________

---

Director: __________________________
Signature: ____________________________
Date: _________________________________

---

---

CERTIFIED TRUE COPY

______________________________
Neftaly Malatjie
Chief Executive Officer
Neftaly Corporate

Company Seal: ______________________

Date: _______________________________

---

---