Memorandum of Association

of

{{COMPANY_NAME}}

a Free Zone Limited Liability Company incorporated in {{FREE_ZONE_NAME}}, United Arab Emirates

Dated: {{EXECUTION_DATE}}

1. Preamble

This Memorandum of Association (the "Memorandum") is made and entered into on the date stated above by and between the persons whose names, nationalities, and addresses are set out in Schedule 1 (each a "Shareholder" and collectively the "Shareholders"), in accordance with the laws of the United Arab Emirates and the regulations of {{FREE_ZONE_AUTHORITY}} (the "Authority").

2. Name of the Company

1. The name of the company is {{COMPANY_NAME}} (the "Company"). The Company is a Free Zone Limited Liability Company (FZ-LLC) incorporated under the laws of the Emirate of {{EMIRATE}} and the regulations of the Authority.
2. The trading name of the Company shall, in all official correspondence and documents, be followed by the suffix "FZ-LLC" or such other suffix as may be required by the Authority from time to time.

3. Registered Office

1. The registered office of the Company shall be located at {{REGISTERED_OFFICE_ADDRESS}}, {{FREE_ZONE_NAME}}, United Arab Emirates, or at such other address within the Free Zone as the Board of Directors may from time to time determine.
2. All notices, summonses, and official communications addressed to the Company at its registered office shall be deemed validly served.

4. Objects and Permitted Activities

1. The Company is established for the purpose of carrying on the following business activities, as approved by the Authority:
   1. {{ACTIVITY_1}};
   2. {{ACTIVITY_2}};
   3. {{ACTIVITY_3}};
   4. any other lawful activity ancillary or incidental to the foregoing and approved in writing by the Authority.
2. The Company shall not engage in any activity that is prohibited by UAE federal law, by the Authority's regulations, or that requires a separate licence from any other competent regulatory body in the UAE without first obtaining such licence.
3. The Company shall not conduct business in the UAE mainland save through a duly licensed mainland entity, branch, or distributor, except as permitted under the Authority's rules.

5. Duration

1. The Company is established for an indefinite duration commencing on the date of issuance of its Certificate of Incorporation by the Authority, unless earlier dissolved in accordance with this Memorandum.

6. Share Capital

1. The authorised and issued share capital of the Company is {{SHARE_CAPITAL_AED}} United Arab Emirates Dirhams (AED), divided into {{NUMBER_OF_SHARES}} ordinary shares of AED {{NOMINAL_VALUE_PER_SHARE}} each.
2. All shares are fully paid-up upon issuance and rank pari passu in all respects.
3. The Company may, by Special Resolution of the Shareholders, increase, reduce, consolidate, or sub-divide its share capital, subject to the prior written approval of the Authority.
4. No share shall be issued at a discount to its nominal value. Shares may be issued at a premium, in which case the premium shall be credited to a share premium account.

7. Shareholders and Shareholding

1. The names, nationalities, passport numbers, addresses, and shareholdings of the Shareholders are as set out in Schedule 1 to this Memorandum.
2. The Shareholders shall hold the shares in the proportions stated in Schedule 1 and shall be entitled to the rights and bound by the obligations attaching to such shares.
3. No Shareholder shall, without the prior written consent of the other Shareholders and the approval of the Authority, transfer, pledge, charge, or otherwise dispose of any share or beneficial interest in the Company.

Schedule 1 — Shareholders

8. Liability of Shareholders

1. The liability of each Shareholder is limited to the amount, if any, unpaid on the shares held by that Shareholder.
2. No Shareholder shall be personally liable for the debts, obligations, or liabilities of the Company beyond the value of their subscribed shares.

9. Board of Directors

1. The management of the Company shall be vested in a Board of Directors (the "Board"), comprised of not fewer than one (1) and not more than seven (7) Directors, as the Shareholders may determine from time to time by Ordinary Resolution.
2. The first Directors of the Company shall be:
   1. {{DIRECTOR_1_NAME}}, {{DIRECTOR_1_NATIONALITY}}, holder of passport no. {{DIRECTOR_1_PASSPORT}};
   2. {{DIRECTOR_2_NAME}}, {{DIRECTOR_2_NATIONALITY}}, holder of passport no. {{DIRECTOR_2_PASSPORT}}.
3. The Directors may appoint one of their number to be the Managing Director (or Chief Executive Officer), who shall be responsible for the day-to-day management of the Company.
4. Each Director shall hold office until resignation, removal by Ordinary Resolution of the Shareholders, death, or incapacity. Vacancies on the Board shall be filled by Ordinary Resolution of the Shareholders.
5. The Directors shall act in good faith, with due skill and care, and in the best interests of the Company. They shall not engage in any activity that creates a conflict of interest with the Company without prior disclosure to the Board.

10. Powers of the Board

1. The Board is vested with all powers necessary for the management of the Company, save those reserved to the Shareholders by law or by this Memorandum.
2. The Board may, by resolution, delegate specific powers to one or more Directors, officers, or employees of the Company, subject to such limitations as it sees fit.
3. The following matters shall be reserved exclusively to the Shareholders by Special Resolution:
   1. amendment of this Memorandum;
   2. any change in the share capital;
   3. approval of audited financial statements;
   4. declaration of dividends in excess of the Board's authority;
   5. merger, acquisition, or sale of substantially all of the Company's assets;
   6. voluntary winding-up of the Company.

11. Meetings of the Board

1. The Board shall meet at least twice each calendar year, or more frequently as required.
2. Meetings may be held in person at the registered office, or by telephone or video-conference, provided each participant can hear and be heard by every other participant.
3. The quorum for a Board meeting shall be a majority of the Directors then in office.
4. Resolutions of the Board shall be passed by simple majority of the Directors present and voting, with the Chairman having a casting vote in the event of a tie.
5. A written resolution signed by all Directors shall be as valid as a resolution passed at a duly convened meeting.

12. General Meetings of Shareholders

1. The Annual General Meeting (AGM) of the Shareholders shall be held within six (6) months of the end of each financial year, at the registered office of the Company or such other location as the Board may determine.
2. Notice of any general meeting shall be given to each Shareholder at least fourteen (14) days in advance, specifying the date, time, place, and agenda.
3. The quorum for a general meeting shall be Shareholders holding at least 51% of the issued share capital, present in person or by proxy.
4. Each share carries one (1) vote on every matter put to a vote of the Shareholders. Resolutions shall be passed:
   1. by Ordinary Resolution — simple majority of votes cast; or
   2. by Special Resolution — at least 75% of votes cast.
5. A written resolution signed by all Shareholders shall be as valid as a resolution passed at a duly convened general meeting.

13. Financial Year and Accounts

1. The financial year of the Company shall commence on 1 January and end on 31 December of each calendar year, save for the first financial year which shall commence on the date of incorporation and end on 31 December of the same or following calendar year.
2. The Company shall maintain proper books of account in accordance with the International Financial Reporting Standards (IFRS).
3. The Board shall appoint an auditor approved by the Federal Tax Authority and the Authority to audit the Company's financial statements annually.
4. Audited financial statements shall be presented to the Shareholders at the AGM and shall be filed with the Authority within the prescribed timeframe.

14. Dividends and Distribution of Profits

1. Dividends may be declared and paid out of the distributable profits of the Company by Ordinary Resolution of the Shareholders, on the recommendation of the Board.
2. No dividend shall exceed the amount recommended by the Board.
3. Dividends shall be paid pro rata to the number of shares held by each Shareholder, save where shares of different classes carry differential rights.
4. The Board may, before recommending any dividend, set aside such sums as it deems prudent as reserves, including without limitation a statutory legal reserve as required by UAE law.
5. Interim dividends may be declared by the Board out of distributable profits, provided such distribution does not impair the Company's solvency.

15. Statutory Reserve

1. The Company shall, in accordance with applicable UAE law, allocate ten percent (10%) of its annual net profits to a statutory reserve, until such reserve equals fifty percent (50%) of the issued share capital.
2. The statutory reserve may be used only for purposes permitted under UAE law, including the absorption of losses or the issuance of bonus shares.

16. Transfer of Shares

1. Any proposed transfer of shares shall be subject to a right of first refusal in favour of the existing Shareholders, exercisable in proportion to their existing shareholdings.
2. A Shareholder wishing to transfer shares ("Transferring Shareholder") shall give written notice to the Board, specifying the number of shares, the proposed transferee, the price, and the material terms of sale.
3. The remaining Shareholders shall have thirty (30) days to elect to purchase the offered shares on the same terms.
4. If the right of first refusal is not exercised in full, the Transferring Shareholder may, within ninety (90) days, transfer the remaining shares to the proposed transferee on terms no more favourable than those offered to the Shareholders.
5. All share transfers shall be subject to the prior written approval of the Authority and shall be recorded in the Company's share register.

17. Death or Incapacity of a Shareholder

1. Upon the death or permanent incapacity of a Shareholder who is a natural person, the legal heirs or guardian (as applicable) shall be entitled to be registered as Shareholder(s), subject to the production of duly attested probate documents and the approval of the Authority.
2. The remaining Shareholders shall have the right to acquire the deceased's shares at fair market value, as determined by an independent valuation, in lieu of registration of heirs.

18. Confidentiality

1. The Shareholders and Directors shall keep confidential all non-public information relating to the Company, its operations, customers, and financial affairs, both during and after their association with the Company.

19. Anti-Money Laundering and Beneficial Ownership

1. The Company shall comply with all applicable UAE Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations.
2. The Company shall maintain a register of Ultimate Beneficial Owners (UBO) and shall update such register within fifteen (15) days of any change. UBO information shall be filed with the Authority as required.

20. Economic Substance and Tax Compliance

1. The Company shall ensure adequate economic substance in the UAE in respect of any "relevant activities" conducted by it, in accordance with the Economic Substance Regulations.
2. The Company shall register for, and comply with, UAE Corporate Tax and (where applicable) Value Added Tax obligations administered by the Federal Tax Authority.
3. The Company shall, where eligible, take such steps as are necessary to maintain Qualifying Free Zone Person (QFZP) status under the UAE Corporate Tax law.

21. Indemnity

1. To the fullest extent permitted by UAE law, the Company shall indemnify each Director, officer, and employee against any loss, liability, or expense incurred in good faith in the discharge of their duties, save in respect of fraud, gross negligence, or wilful misconduct.

22. Dissolution and Winding-Up

1. The Company may be dissolved by Special Resolution of the Shareholders or pursuant to an order of a court of competent jurisdiction.
2. Upon dissolution, the Shareholders shall appoint one or more liquidators to wind-up the affairs of the Company, realise its assets, settle its liabilities, and distribute any surplus among the Shareholders pro rata to their shareholdings.
3. All steps required by the Authority for the cancellation of the Company's licence and de-registration shall be duly completed.

23. Amendments

1. This Memorandum may be amended only by Special Resolution of the Shareholders, subject to the prior written approval of the Authority. Any amendment shall be filed with the Authority and shall take effect on the date of registration.

24. Notices

1. Any notice or communication required to be given under this Memorandum shall be in writing and may be delivered by hand, courier, or email to the addresses set out in the Company's records.
2. A notice shall be deemed received: (a) when delivered by hand or courier; or (b) on the next business day after dispatch by email, provided no failure notice is received.

25. Governing Law and Jurisdiction

1. This Memorandum shall be governed by, and construed in accordance with, the laws of the United Arab Emirates and the regulations of the Authority.
2. Any dispute arising under or in connection with this Memorandum shall be referred to the courts of {{COURT_OF_JURISDICTION}}, or to arbitration under the rules of {{ARBITRATION_INSTITUTION}} if so agreed in writing by the parties.

26. Severability

1. If any provision of this Memorandum is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the affected provision with a valid one having substantially the same economic effect.

27. Entire Agreement

1. This Memorandum, together with the Articles of Association and any duly executed shareholder agreement, constitutes the entire agreement between the Shareholders concerning the subject matter hereof and supersedes all prior agreements and understandings.

28. Counterparts and Execution

1. This Memorandum may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument.
2. Electronic or scanned signatures shall be deemed valid for the purposes of execution, subject to the requirements of the Authority and applicable UAE law.

29. Language

1. This Memorandum is executed in the English language. Where required by the Authority or by law, an Arabic translation shall be prepared, and in the event of any conflict between the English and Arabic versions, the {{PREVAILING_LANGUAGE}} version shall prevail.

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