SHAREHOLDERS’ AGREEMENT1

This shareholders agreement (the agreement) is made and entered into as of this day of 1st June
2022, by and between KIAM CLOSET COMPANY LTD (the Company) formed and organize
under the existing laws of Tanzania under the Companies Act Cap 212 [RE:2019]

S/N SHAREHOLDERS NUMBER OF SHARES SIGNATURE

1 Ms. Bahati Suzan A.

2 Ms.

3 Mr. Wikrifu Eved R.

4 Ms.

5 Ms. Bawazir Elaine S.

6 Mr.

7 Ms.

8 Ms.

The undersigned:
KIAM CLOSET COMPANY LTD with paid-in capital of 20,000,000,000/= USD, the
headquarters being in Dar es Salaam, incorporated under the laws of Tanzania,
represented by its Director Ms. Bawazir Elaine S.
And the above Eight listed shareholders Hereinafter called “The Shareholders” being
the first four listed identified as the majority shareholders and the rest being identified as
minority shareholder.

THE FOLLOWING WAS DISCUSSED AND AGREED

The Parties of the present pact are the Shareholders aiming at;-
a) Organizing joint participation in trade fairs and exhibitions and launching joint
activities;
b) Conducting market research and research on the economic environment;

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 c) Conducting research on logistics;
d) Undertaking lobbying activities;
e) Creating a review of industry-related publications;
f) Creating networks;
g) Studying the possibilities of joint purchase and sales;
h) The minority should be considered in the distribution of dividend in case there is
frequently total loss for more than 5 (five years ).

HAVING STATED THIS, THE FOLLOWING HAS BEEN AGREED:

1. DEFINITIONS
The terms used in this Shareholders’ Agreement which are capitalized have the
following meaning:
Agreement: means this Shareholders’ Agreement, as the same may hereinafter be
amended.

Shares: means (a) the shares of Common Stock presently owned or hereafter acquired
by the parties to this Agreement, and (b) the shares of Series A Preferred Stock
presently owned or hereafter acquired by the parties to this Agreement.

Shareholders or Parties: refers to the undersigned as well as to the persons that

subsequently adhere to the present Agreement.

Representative: refers to a person appointed by a Shareholder. At any moment, new

representatives may be designated by means of a simple notification to the Chairman of
the Board by registered letter with acknowledgement of receipt.

Transfer of shares: Is the process of transferring ownership of shares by mutual

agreement between the parties, where it involves the sale agreement, transfer
instruments and payment of capital gain tax, and it should be permissible under the
article of association of the company.

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Transmission of shares: Is the process of transferring the ownership of shares by
operation of the law in case if the member passes away or becomes insolvent or lunatic.

Title refers to all movable property granting, directly or indirectly, right to the capital of
the consortium.

2. CAPITAL STRUCTURE:
The company’s capital, initially amounting to 200000000/= USD, is entirely registered
and paid-up.
The capital is distributed equally among the five (05) Shareholders. This distribution
must be upheld in case of the increase or decrease of capital with the exception of
failure of a Shareholder.

3. INCREASE IN CAPITAL:
In case a Shareholder does not participate in the increase of capital agreed upon by the
Extraordinary Meeting, and after a formal notice of the Chairman of the Board, the
General Meeting may exclude the Shareholder who has failed to meet his obligations.

4. BOARD OF DIRECTORS:
The Board of Directors is made up of a Representative of each Shareholder.

5. CHAIRMAN OF THE BOARD - EXECUTIVE DIRECTOR:

The Chairman of the Board will be chosen among the Shareholders for a period of one
year.
Each year, the Board of Directors will designate a new Chairman of the Board.
The Executive Director of the consortium will be chosen externally. In exceptional
cases, one of the Shareholders may be designated for this position by the Board of
Directors for a limited period.
A deputy Executive Director can be chosen externally. In exceptional cases, one of the
Shareholders may be designated for this position by the Board of Directors for a limited
period.

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5.1 President:
The President will be chosen among the Shareholders. His mandate is for a period of
three years with the possibility of extension. Each year, the Board of Directors will
validate the extension of his mandate.

6.PRE-EMPTION RIGHTS
Issuing new shares, the company shall consider first the existing members of the
company who are shareholders in accordance to their classes where majority will be
issued first before minority. Minority will be issued shares before the majority only if the
majority accept to be surpassed by the minority either by the refusal of buying new
shares or by an agreement in a shareholders meeting.

7. DISTRIBUTION OF DIVIDENDS
The distribution of dividends will be done:-
Where the company has made a profit the dividends shall be distributed according to
the profit to all the shareholders in respect of each financial year, and in accordance to
the percentage of shares owned by each shareholder.
Where the company has not attained profit in the consecutive five years the profit
earned in the following year shall be divided among all shareholders regardless of their
category(that is either being majority or minority shareholders).

8. NON COMPETITION:
Each Shareholder commits to refrain from competing directly or indirectly with another
Shareholder of the consortium while he is a Shareholder of the consortium.

9. DEVELOPMENT AND PROMOTION OF THE CONSORTIUM:

Each Shareholder commits to doing everything within his power to develop and promote
the consortium on all levels.

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10. TRANSFER OF SHARES:
10.1 Transfer of shares
The Shareholders may not sell their shares before a period of five (5) years has elapsed
from the signing of this Agreement. The shareholders agreed that the shares or other
interest of any member in a company shall be movable property transferable in the
manner provided by the article of association of the company. The transfer of shares
shall adhere to the procedures such as notice to directors of the company, Resolutions
to transfer the shares, sale contract and transfer instrument, payment of capital gain tax,
notification to the registrar of companies about the transfer as well as surrender and
issuance of share certificate. The sale of shares to a third non-competing Party must be
authorized by Shareholders representing three-fourths of the consortium’s capital.

10.2 Transmission of shares in event of death

The shareholders agreed that in the event of death the transmission of shares of the
deceased shall be operated by laws, also agreed that the first class to be considered
during the transmission of shares shall be beneficiaries of the deceased.

No new participation of a direct or indirect competitor in the consortium through

purchase of shares or an increase in the capital, will be authorized without the
unanimous Agreement of the Shareholders.
The consortium may nevertheless accept new members that are not Shareholders but
may make use of certain services rendered by the consortium.

11. DURATION
The present Agreement will come into force starting on the day it is signed and will be
effective throughout the life of the consortium.

12. ADHESION TO THE SHAREHOLDERS’ AGREEMENT

No Shareholder may sell his Titles, including in cases where the Transfer has been
authorized by the other Shareholders or is affected in accordance with the present

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provisions, without that the beneficiary of this Transfer has signed the present
Shareholders’ Agreement.

13. CONFIDENTIALITY
The Parties will agree on the content and the means of the information they wish to
convey to third parties concerning the present Agreement and its implementation. The
Party/the Parties taking the initiative, without the consent of the other Parties, to reveal
the existence of the present document, will bear the consequences.

15. DISPUTE RESOLUTIONS

(a) The present contract will be subject to The Law of Contract Act, CAP 345 and the
Companies Act 2002.
(b) The Shareholders agree that all disputes which may arise in relation to the
interpretation and the implementation of the present contract will be submitted to an
arbitrator chosen by common agreement before being submitted to court.
This arbitrator will attempt to settle the dispute submitted to him by finding an amicable
agreement within three (3) months of submission of the case.
In the case an amicable agreement cannot be found within the timeframe specified
above, as well as in the case that an arbitrator cannot be designated, the Shareholders
agree to submit the dispute to three arbitrators designated and ruled by the Law of
Arbitration Act (of Tanzania). Each Party will assume his own arbitration expenses.

The High court of Tanzania shall have exclusive jurisdiction and venue with respect to
appeals from the Arbitration board. And shall have revisional powers in cases of legality
of proceedings of the arbitration board.

15. INVALIDITY OF AN ARRANGEMENT

The invalidity of one of the obligations resulting from the present document, for
whatever reason, will not affect the validity of the other obligations resulting from the
Shareholders’ Agreement, whatever they may be, for as long as the Shareholders’
Agreement stays in force.

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16. NON-RENUNCIATION OF BENEFITS
The partial or total lack of exercising any one of the agreements resulting from this
contract by one of the Parties does not imply renouncing the benefits of this right or of
any other right resulting from the present Agreement in the future.

17. SUCCESSORS
The arrangements of the present Agreement will benefit and apply to the heirs,
successors and entitled parties of the undersigned. The legal representatives,
successors, heirs and entitled parties of the undersigned are jointly held to respect the
present Agreement.

IN WITNESS THAT THE PARTIES HAVE SIGNED EIGHT ORIGINAL COPIES OF

THE PRESENT AGREEMENT
AT Dar es Salaam
With KIAM COMPANY LTD
P.O.BOX 8024
DAR ES SALAAM
TEL; +255-658-45676
(FAX)480-632-6097
[email protected].
Represented by its Director General Ms. Bawazir Elaine S.