THE COMPANIES ACT, NO.

12 OF 2002

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ULINZI ASILI TANZANIA LIMITED

Incorporated this …………… day of ……………2023.

DRAWN BY;

Gilbert Keneth Ngiga.

(SUBSCRIBER)

P. O. Box 40
GAIRO - MORORGORO

UNITED REPUBLIC OF TANZANIA

CERTIFICATE OF INCORPORATION
 NO……………………………

I HEREBY CERTFY THAT

ULINZI ASILI SECURITY LIMITED

On this day incorporated under the Companies Act, NO. 12 of

2002 and the Company is a Private Company Limited by Shares.

GIVEN under my hand at Dar es Salaam ……… this day ………. Of Two
Thousand and Twenty-Three.

………………………………
Ass. Registrar of Companies.

THE COMPANIES ACT, 2002

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

ULINZI ASILI SECURITY LIMITED

1. The name of the company is “ULINZI ASILI SECURITY LIMITED”.

2. The Registered office of the Company will be situated in the United
Republic of Tanzania.

3. The objects for which the Company is established are:-

a. Defence activities

b. Private security activities

c. Security systems service activities

d. Investigation activities

e. Public order and safety activities.

LIABILITY

4. The liability of the members is limited.

CAPITAL

5. The authorized share capital of the Company at the date of

registration of this Memorandum of Association is Tanzania Shillings
Ten Million (TZS. 10,000,000/=) divided into One Thousand (1000)
shares of Tanzania Shillings Ten Thousand (TZS. 10,000/=) each
with power for the Company to increase or reduce such capital and to
divide the shares in the capital for the time being, whether original or
increased, in different classes, and to attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions
and so that unless the conditions of issue shall otherwise expressly
declare every issue of shares, whether preference or otherwise, or any
such rights, privileges or conditions shall not be altered or modified
except in accordance with the Articles of Association registered herewith.

We, the several persons whose names, addresses and descriptions are
subscribed, are desirous of being formed into a company in pursuance of
this Memorandum of Association and we respectively agree to take the
numbers of shares in the capital of the company set opposite our
respective names.

Names, Addresses, and Number of Shares taken Signature

Description of Subscribers by each Subscribers
GILBERT KENETH NGIGA
P. O. Box 40 800
MOROGORO

MATHIAS COSMAS
KAMILIWE 200
P. O. Box 40
MOROGORO

Dated at ……………………… this ……… day of ………………………., 2023

WITNESS to the above Signatures:

Name : ……………………………………………

Signature : …………………………………………...

Postal address : …………………………………………...

Qualification : …………………………………………...

THE COMPANIES ACT, 2002

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ULINZI ASILI SECURITY LIMITED

PRELIMINARY

1. In these regulations:-

“The Act” means the Companies Act 2002 of the Laws of Tanzania.
When any provision of the Act is referred to, the reference in that
provision is as modified by any law for the time being in force.

Unless the context otherwise requires, the expression defined in the Act or
any statutory modification thereof in force at the date at which these
regulations become binding on the company, shall have the meaning so
defined.

Any words importing the singular shall include the plural and the converse
shall also apply and words importing the masculine gender shall include
females, and the words importing persons shall include bodies corporate,
partnerships, firms, co-operatives, societies etc.

The regulations of the Companies Act shall not apply to the company,
save in so far as they are varied or included hereby, but in case of any
conflict between the provisions herein and the provisions under these
regulations, the former shall prevail, and in addition to substitution shall
be the regulations of the company.

PRIVATE COMPANY

2. The Company is a private Company and accordingly:-

(a) The right to transfer shares is restricted in the manner

hereinafter prescribed.

(b) The number of members of the company (exclusive of

persons who are in the employment of the Company) is
limited to fifty, PROVIDED THAT, where two or more persons
hold one or more shares in the Company jointly, they shall, for
the purpose of this Article, be treated as a single member.

(c) Any invitation to the public to subscribe for any shares

or debentures of the company is prohibited.

(d) The Company shall not have powers to issue share

warrants to bearers.

SHARE CAPITAL

3. The Share Capital of the Company at the date of registration of

these Articles is TShs. 10,000,000.00 divided into 1000 ordinary
shares worth TShs. 10,000.00 each.

TRANSFER OF SHARES

4. The directors may in their discretion and without assigning any

reasons thereof, refuse to register the transfer of any shares to any
 person who it shall, in their opinion, be undesirable for any reason
whatsoever to admit to membership.

5. Subject to clauses 2 and 3 hereof, the right to members to transfer

their shares shall be restricted as follows;

(a) No share shall be transferred to a person who is not a member

so long as any member or any person selected by the
directors as one whom it is desirable in the interest of the
company to admit to membership.

(b) Every shareholder or trustee in bankruptcy, or any person who

may desire to sell or transfer any such shares and every
personal representatives of a deceased shareholder shall give
notice in writing to the directors that he desires to make such
sale or transfer. Such notice shall constitute the Board of
Directors of the company as his agent for the sale of the said
shares to any member or members of the company at the
price to be agreed upon between the party giving such notice
and the board, or in case of difference to be determined by
the Auditors of the Company.

(c) Upon price of such shares being agreed upon or determined

as per clause (b) above, the board shall forthwith give notice
to such shareholders other than the shareholder desiring to
sell or transfer the said shares, stating the number and price
of such shares inviting the person to whom notice is sent to
state within 21 days from the date of such notice, whether he
is willing to purchase any, and if so, what maximum number of
such shares. At the expiration of such 21 days’ notice, the
board shall apportion such shares amongst the shareholders
(if more than one) who shall have expressed their desire to
purchase number of shares already held by them respectively,
or if there be only one such shareholder, that the whole of
such shares shall be sold to him, provided no shareholder
shall be obliged to take more than the maximum number of
such shares stated in his answer to the said notice.

Upon such appointment being made or such one shareholder

notifying his intention to purchase, as the case may be, the
party desiring to sell or transfer such shares shall be bound
upon payment of the said price to transfer to the respective
shareholders or to single shareholder who shall have agreed
to purchase the same.

(d) The Directors may refuse to register any transfer of a share

where the Company has a lien on the share.
 (e) If the directors refuse to register a transfer, they shall, within
two months after the date on which the transfer was lodged
with the Company, send to the transferee notice of the
refusal.

(f) All instruments of transfers which shall be registered shall be

retained by the Company but any instrument of transfer which
the Directors may decline to register shall on demand be
returned to the person depositing it with the Company.

6. GENERAL MEETING, NOTICE OF GENERAL MEETING AND

PROCEEDINGS OF THE GENERAL MEETING

(a) A general Meeting, ordinary or extraordinary may with the

consent in writing of all members, be convened on a shorter
notice than seven days or without notice.

(b) Two members present either personally or by proxy shall form

a quorum.

(c) No Member shall, unless the Directors otherwise determine,

be entitled to vote at a General Meeting either personally or
by proxy, or to exercise any privilege as a Member unless all
calls or other sums presently payable by him in respect of
shares in the Company have been paid.

(d) Any ordinary resolution of the company determined without

any general meeting and evidences by writing under the
hands of majority of the Directors, and of the members of the
Company holding three-fourths (3/4) of the issued shares of
the company, shall be valid and effectual as an ordinary
resolution dully passed at a general meeting of the Company.

7. DIRECTORS

(a) Unless and until otherwise determined by the shareholders

and by notice served upon the registered office of the
company, the Directors shall not be less than two and not
more than seven in number.

(b) The first directors of the company shall be:-

1. Mr. GILBERT KENETH NGIGA.
2. Mr. MATHIAS COSMAS KAMILIWE.

8. The shareholding qualification for Directors may be fixed by the

Company in a General meeting, and unless and until so fixed no
qualification shall be required.
9. The quorum of Directors for transacting business shall unless
otherwise fixed by the Directors, be two.

10. A resolution in writing signed by all the Directors then in Tanzania

shall be as valid and as effectual as if it had been passed at a
meeting of Directors dully called and constituted.

11. The Directors may from time to time borrow or raise any money for
the purposes of the business of the company which may exceed the
issued share capital of the company.

BORROWING POWERS

12. The Directors may from time to time in their discretion raise or
borrow for the purpose of any Company’s business such or sums of
money as they think fit.

13. The Directors may secure the repayment or raise any such sums as
aforesaid by legal or equitable Mortgage or charge upon the whole
or any part of the property and assets of the Company, present and
future, including its uncalled capital, or by the issue at such price as
they may think fit, of debentures and debenture stock either
charged upon the whole or any part of the property and the assets
(including its uncalled capital) of the Company or not so charged, or
in such other way as the Directors may think expedient.

VOTE OF MEMBERS

14. On a show of hands every member present in person shall have one
vote, on a role every member shall have one vote only for the
shares of which he is a holder.

15. No member shall be entitled to vote at any general meeting unless

all calls or other sums presently held by him in respect of shares in
the company have been paid.

DISQUALIFICATION OF DIRECTORS

16. The office of a Director shall be vacated if the Director:

(a) becomes bankrupt; or

(b) is found to be a lunatic or becomes of unsound mind; or

(c) resigns his office by notice in writing to the company; or

(d) abstains himself from meetings of the directors for a period of

six months without special leave of absence from the other
Director.
SEAL
17. The directors shall provide for the safe custody of the Seal of the
Company. The Seal shall not be affixed to any instrument except by
the authority of a resolution of the Board and shall be so affixed in
the presence of at least one Director and the Secretary or some
other person approved by the Board, both of whom shall sign every
instrument to which the Seal is so affixed in their presence.
ALTERNATE DIRECTORS

18. Any director shall have powers to nominate any person to act or
attend as alternate Director during his absence or during his ability
so to act. Such Director shall be subject in all respects to the terms
and conditions existing with reference to the other Directors and
such Alternate Director shall exercise and discharge all duties of the
Director whom he represents.

19. Unless otherwise decided by the Directors, the quorum necessary to

transact business of the Directors shall be two directors personally
present.

SECRETARY

20. The Secretary shall be appointed by the Board for such terms and at
such remuneration and upon such conditions deemed fit, and any
Secretary so appointment may be removed by the Board.

WINDING UP

21. With the sanction of a special resolution of the shareholders, any

part of the assets of the company including any shares in other
companies, may be divided between the members of the company
in special or may be vested in Trustees for the benefit of such
members, and the liquidation of the company may be closed and
the company dissolved but so that no member shall be compelled to
accept any shares whereupon there is any liability.

ALTERATION OR ADDITION

22. Subject to the provisions of the Act and to those contained in the
Memorandum of Association, the company may by special
resolution make alteration or additions, and such alteration or
addition so made shall be as valid and as effectual as if originally
contained in these articles and be subject in like manner to
alteration by special resolution.
 INDEMNITY

23. Every Director, Managing Director, Agent, Auditor, Secretary and

other Officer for the time being, of the company, shall be
indemnified out of the assets of the company against any liability
incurred by him in defending any proceedings whether civil or
criminal, in which judgment is given in his favour or in which he is
acquitted in connection with any application in which relief is
granted to him by the Court, in relation to the company.

ARBITRATION

24. If and whenever any dispute or difference shall arise between the
company and any of the members or their respective
representatives touching upon the construction or meaning of any
of the Articles herein contained or any act, matter or thing made or
done or omitted to be done or with regard to the rights or liabilities
arising hereunder or arising out of the relation existing between the
parties by reasons of these Articles or the Act, such differences shall
(unless a sole arbitrator be agreed upon) forthwith be referred to
the arbitration of three (3) arbitrators, one to be appointed by each
party and the third to be appointed by the first two or, in the event
of failure to agree within (Cap. 15) or any, then existing statutory
modifications or re-enactment thereof shall apply.

We, the several persons whose names, addresses and descriptions are
subscribed, are desirous of being formed into a company in pursuance of
these Articles of Association and we respectively agree to take the
numbers of shares in the capital of the company set opposite our
respective names.

Names, Addresses, and Number of Shares taken Signature

Description of Subscribers by each Subscribers

GILBERT KENETH NGIGA

P. O. Box 40 800
MOROGORO

MATHIAS COSMAS
KAMILIWE 200
P. O. Box 40
MOROGORO
Dated at ……………………… this ……… day of ………………………., 2023

WITNESS to the above Signatures:

Name : ……………………………………………

Signature : …………………………………………...

Postal address : …………………………………………...

Qualification : …………………………………………...