THE COMPANIES ACT, 2002

(CAP. 212)

COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

LINAH INTERNATIONAL & GENERAL SUPPLIES CO. LIMITED

Incorporated this…………day of…..............……………2024.

DRAWN BY:
JACKLINA CHARLES ASIMWE ,
(SUBSCRIBER),
P.O. BOX 1249,
DODOMA.

Page 1 of 36
 THE COMPANIES ACT, 2002
(CAP.212)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
LINAH INTERNATIONAL & GENERAL SUPPLIES CO. LIMITED
1. The name of the Company is “LINAH INTERNATIONAL & GENERAL
SUPPLIES CO. LIMITED”

2. The registered office of the Company will be situated in the United Republic of
Tanzania.
3. The objectives for which the Company is established are:

a. To order Goods or Products from outside the Country.

b. To undertake supply various goods or Products within the country or

outside the Country.

c. To undertake clearing and forwarding.

d. To facilitate Employment in various sectors.

e. To carry on the business of transportation and to do business as

transporters, in all its branches on land, air, and water for transporting
goods, in all modes including bulk and containers, articles, or things or
heavy and over dimensional cargo, on all routes and lines on National and
International level in all sorts of carries like trucks, lorries or trailers.

f. To carry on either alone or jointly with others anywhere in the world a

business as tour operators, tourists’ agents, safari contractors, organizers,
and operators and to equip, organize, arrange environmental and health
consultation, and expeditions of all kind whatsoever.

g. To conduct and operate in such other activities as may be authorized by

the Ministry Business and related departments.

h. To enter into partnership or into any arrangement for sharing profits,

union of interest, co-operation, joint venture, reciprocal concession, or
otherwise, with any person or company carrying on or engage in, or about
to carry on or engage in, any business or transaction which the company is
authorized to carry on or engage in, or any business or transaction capable
of being conducted so as directly or indirectly to benefit the Company,

i. To train and develop, staff, locum personnel and clerical staff in business
management, professional matters and school oriental services to
maintain smooth running at all times,
Page 2 of 36
j. To establish branch offices or agencies in any part of the country and to do
all or any of the above things either as principals, agents, contractors,
trustees or otherwise and by or through trustees, agents or otherwise,

k. To purchase, subscribe for or otherwise acquire and hold shares, stock, or

other interest in or obligation of any other company or corporation,

l. To sell or dispose of the undertaking of the Company or any part thereof

for such consideration as the Company may think fit, and in particular for
shares, debentures, or securities of any other company having objects
altogether or in part similar to those of the Company,

m. To distribute among the members of the company dividends including

bonus shares (including fractional share certificates) out of profits
accumulated profits or funds and resources of the company in any
manner permissible under law,

n. To purchase or otherwise acquire and undertake whosesoever’s situate

the whole or any part of the business, goodwill, assets and liabilities of
any person, firm or company,

o. To borrow or raise money in such manner as the Company shall think fit
and by the issue of debentures or debenture stock, bonds, mortgages,
pledges or other obligations or securities, perpetual or otherwise whether
charged or not upon all or any of the Company’s properties (both present
and future) including its uncalled capital and to make the same or any of
them assignable free from equities,

p. To acquire an interest in, amalgamate with or enter into partnership with

any person, firm or company; to promote, sponsor, establish, constitute,
form, participate in, organize, manage, supervise and control any
corporation, company, syndicate, fund, trust, institution or business of
any nature whatsoever,

q. To apply for tender, purchase or otherwise acquire any contract,

concessions for or in, relation to the construction, executions, carrying out,
equipment, improvement, management, administration or control of
works and conveniences and, to undertake, execute, carry out, dispose of,
or otherwise turn to account the same,

r. To invest any real or Personal property, rights or interest acquired by or

belonging to the company in any person or company on behalf of or for
the benefit of the company with or without any declared trust in favor of
the company,

Page 3 of 36
 s. To refer or agree to refer any claim, demand, dispute or any other
question by or against the Company or in which the Company is
interested or concerned to arbitration and to observe and perform and do
all acts, matters and things necessary to carry out or appeal against or
enforce the awards, and to institute, conduct, defend, compound or
abandon any legal or other proceedings by or against the Company and to
compound and allow time for payment or satisfaction of any debts due, or
of any claims or demands against the Company and to appoint advocates,
consultants, and advisors in this connection,

t. To open current or savings or fixed deposit accounts with any bank and to
pay into and draw money from these accounts,

u. To insure any of the persons, properties, undertaking, contracts, guarantee

or obligations or profits of the Company of every nature and kind in any
manner whatsoever,

v. To carry on any other business which may seem to the Company capable
of being conveniently carried on in connection with the above objects or
calculated directly, or indirectly, to enhance the value of or render
profitable any of the Company’s activity, and

w. To do all or any of the above things in any part of the world either as
principal, agent trustee or otherwise, either alone or in conjunction with
others, and by or through agents, sub-contractors, trustees or otherwise.

AND IT IS HEREBY DECLARED THAT the word "Company" in this clause, except
where used in reference to this Company, shall be deemed to include any partnership
or other body of persons, whether incorporated or not incorporated, and whether
domiciled in Tanzania or elsewhere, and that the intention is that each of the objects
specified in each paragraph of this clause shall, except where otherwise expressed in
such paragraph, be an independent main object and shall not limited or restricted by
reference to or inference from the terms of any other paragraph or the name of the
Company herein above stated.

AND FURTHER DECLARED, except where otherwise in such Sub-Clause the objects
outlined in any sub-clause of this clause shall not be in any way limited or restricted by
reference from the terms of any other clause, or by the name of the company. None of
such sub-clause or the objects therein specified or the powers thereby conferred shall be
deemed subsidiary or auxiliary merely to the objects mentioned in any other sub-clause,
to be narrowed or restricted by any particularity or expression in the same sub-clause or
by the application of any rule of construction, just generals or otherwise.

4. The liability of the members is limited.

Page 4 of 36
 THE COMPANIES ACT, 2002
(CAP. 212)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
LINAH INTERNATIONAL & GENERAL SUPPLIES CO. LIMITED

PRIVATE COMPANY
1. The regulations in Table "A" in the First Schedule to the Act shall not apply to the
Company.
2. In these presents, if not inconsistent with the subject or context, the words
standing in the first column of the table next hereinafter contained shall bear the
meanings set opposite to them respectively in the second column thereof.

WORDS MEANINGS
The Act The Companies Act No. 12 of 2002 (Cap 212), and every
other enactment for the time being in force concerning
companies and affecting the Company.
The Company means LINAH INTERNATIONAL & GENERAL SUPPLIES CO.
LIMITED

These presents These Articles of Association, as now framed, or as from

time to time altered by Special Resolution.
Office The Registered Office of the Company.
Seal The Common Seal of the Company.
Month Calendar month.
Year Calendar year.
Writing Unless the contrary intention appears, "writing" shall be
construed as including references to printing, lithography,
photography, and other modes of representing or
reproducing words in a visible form

PRIVATE COMPANY
3. The Company is a private company and accordingly:
a. The right to transfer shares is restricted in manner hereinafter prescribed;

b. The number of members of the Company (exclusive of persons who are in

the employment of the Company and of persons having been formerly in
the employment of the Company were while in such employment and
have continued after the determination of such employment to be
members 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 Regulation be treated as a single member;
Page 6 of 36
 c. Any invitation to the public to subscribe for any shares or debentures of
the Company is prohibited;
d. The Company shall not have power to issue share warrants to bearer. The
directors may, in their absolute discretion and without assigning any
reason therefore, decline to register any transfer of any share, whether or
not it is a fully paid share.
BUSINESS
4. Any branch or kind of business which the Company is either expressly or by
implication authorized to undertake may be undertaken by the Board at such
time or times as the Board shall think fit, and further may be suffered by the
Company to be in abeyance, whether such branch or kind of business may have
been actually commenced or not, so long as the Board may deem it expedient not
to commence or proceed with the same.

5. The Office shall be at such place in the Territory as the Board shall from time to
time appoint.

6. No part of the funds of the Company shall be employed in the subscription or

purchase of or in loans upon the security of the Company's shares or those of its
holding company (if any); or of any company holding a direct or indirect equity
interest in the Company or its holding company (if any).

7. The Company shall not give, whether directly, and whether by means of a loan,
guarantee, the provision of security or otherwise, any financial assistance for the
purpose of or in connection with any purchase or subscription by any person of
shares in the Company or in its holding Company (if any) nor make, or
guarantee or provide any security in connection with, a loan to any Director of
the Company or of its holding Company (if any); but nothing in this Article shall
prohibit transactions authorized by Section 46 of the Act.

CAPITAL
8. The Company's authorized share capital is sum of Tanzanian Shillings Two
Million (TShs.2,000,000/=) divided into One Thousands (1000) Ordinary shares
of Tanzanian Shillings two thousands (TShs TShs.2,000/=) each.

9. Without prejudice to any special rights previously conferred on the holders of

any existing shares or class of shares, any share in the Company may be issued
with such preferred, deferred or other special rights or such restrictions, whether
in regard to dividend, voting, return or capital or otherwise as the Company may
from time to time by Ordinary Resolution determine. Provided that the capital
prescribed herein may be increased or decreased subject to a resolution of the
Company.

Page 7 of 36
 PREFERENCE SHARES
10. Any preference shares may, with the sanction of an Ordinary Resolution, be
issued on the terms that they are, or at the opinion of the Company are liable to
be, redeemed on such terms and in such manner as the Company before the
issue of the shares may by such Ordinary Resolution determine.

MODIFICATION OF RIGHTS
11. If at any time the share capital is divided into different classes of shares, the
rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class) may, whether or not the Company is being wound up, be
varied with the consent in Writing of the holders of three-fourths of the issued
shares of that class, or with the sanction of a special resolution passed at a
separate general meeting of the holders of the shares of the class. To every such
separate general meeting the provisions of these Articles relating to general
meetings shall apply, but so that the necessary quorum shall be two persons at
least holding or representing by proxy one-third of the issued shares of the class
and that any holder of shares of the class present in person or by proxy may
demand a poll.

12. The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking pari passu therewith.

ALLOTMENT OF SHARES
13. Subject to the provisions of these Articles the unissued shares for the time being
of the Company shall be at the disposal of the Board which may allot, grant
option over, or otherwise dispose of them to such persons, on such terms and
conditions, and at such times as it may think fit, but so that no share shall be
issued at a discount, except in accordance with the provisions of the Act.

14. The Company may exercise the powers of paying commissions conferred by
Section 54 of the Act, provided that the rate per cent or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required
by the said Section and the rate of the commission shall not exceed the rate of the
price at which the shares in respect whereof the same is paid are issued or an
amount of such price (as the case may be). Such commission may be satisfied by
the payment of cash or the allotment of fully or partly paid shares or partly in
one way and partly in the other. The Company may also on any issue of shares
pay such brokerage as may be lawful.

Page 8 of 36
15. Except as required by law, no person shall be recognized by the Company as
holding any share upon any trust, and the Company shall not be bound by or be
compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest in any
fractional part of a share or (except only as by these Articles or by law otherwise
provided) any other fights in respect of any share except an absolute right to the
entirety thereof in the registered holder.

SHARE CERTIFICATE
16. Every person whose name is entered as a Member in the Register of Members
shall be entitled without payment to receive two months after allotment or
lodgment of transfer (or within such other period as the conditions of issue shall
provide) one certificate for all his shares or several certificates each for one or
more of his shares upon payment for every certificate after the first or such less
sum as the Board shall from time to time determine. And every certificate shall
be under the seal and shall specify the shares to which it relates and the amount
paid up thereof, provided that in respect of a share or shares held jointly by
several persons the Company shall not be bound to issue more than one
certificate, and delivery to all such holders.

17. If a share certificate be defaced, or worn out, lost or destroyed, it may be

renewed on such terms (if any) as to evidence and indemnity and the payment of
expenses reasonably incurred by the Company in investigating evidence as the
Directors may determine but otherwise free of charge.

REGISTER OF MEMBERS
18. The Company shall prepare and maintain a Register and their shares in which
the names of shareholders, their numbers of shares, other disposals made to
these shares shall be registered. No assignment of these shares shall be valid
against the Company or third parties unless the cause for transferring the
ownership of these shares has been recorded in such Register.

LIEN
19. The Company shall have a first and paramount lien on every share (not being a
fully paid share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share, and the Company shall also have
a first and paramount lien on all shares (other than fully paid shares) standing
registered in the name of a single person for all moneys presently payable by him
or his estate to the Company; but the Board may at any time declare any share to
be wholly or in part exempt from the provisions of this Article. The Company’s
lien, if any, on a share shall extend to all dividends payable thereon.

Page 9 of 36
20. The Company may sell, in such manner as the Directors think fit, any shares on
which the Company has a lien, but no sale shall be made unless a sum in respect
of which the lien exists is presently payable, nor until the expiration of fourteen
days after a notice in Writing, stating and demanding payment of such part of
the amount in respect of which the lien exists as is presently payable, has been
given to the registered holder for the time being of the share, or the person
entitled thereto by reason of his death or bankruptcy.

21. To give effect to any such sale the Directors may authorize some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as the holder of the shares comprised in any such transfer, and he shall
not be bound to see the application of purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale.

22. The proceeds of the sale shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as is
presently payable, and the residue (if any) shall (subject to a like lien for sums
not presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.

CALLS ON SHARES
23. The Directors may from time to time make calls upon the Members in respect of
any moneys unpaid on their shares (whether on account of the nominal value of
the shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times or subject to the fulfillment of specified conditions,
provided that (subject to such conditions of allotment) no call shall be payable at
less than one month from the date fixed for payment of the last preceding call,
and each member shall (subject to receiving at least fourteen days’ notice
specifying the time or times and place or payment) pay to the Company, at the
time or times and place so specified the amount called on his shares. A call may
be revoked or postponed as the Directors may determine.

24. A call shall be deemed to have been made at the time when the resolution of the
Directors authorizing the call was passed and may be required to be paid by
installments.

25. The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.

26. If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the
sum from the day appointed for payment thereof to the time of actual payment

Page 10 of 36
 at such rate as the Directors may determine, but the Directors shall be at liberty
to waive payment of any such interest wholly or in part.
27. Any sum which by the terms of issue of a share, becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share or by
way of premium, shall for the purposes of these Articles be deemed to be a call
duly made and payable on the date on which by the terms of issue the same
becomes payable and in case of non-payment all the relevant provisions of these
presents as to payment of interest and expenses, of forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.

28. The Directors may, on the issue of shares, differentiate between the holders as to
the amount of calls to be paid and the time of payment.

29. The Directors may, if they think fit, receive from any member willing to advance
the same, all or any part of the moneys uncalled and unpaid upon any shares
held by him, and upon all or any of the moneys so advanced may (until the same
would, but for such advance, become payable) pay interest at such rate as may
be agreed upon between the Directors and the members paying such sum in
advance.

30. No member shall be entitled to receive any dividend or to be present or to vote

on any question, either personally or by proxy, at any General Meeting, or upon
a poll, or to be reckoned in a quorum whilst any call or other sum shall be due
and payable to the Company in respect of any of the shares held by him, whether
alone or jointly with any other person.
TRANSFER OF SHARES
31. Subject to Article 31 and to such other of these presents as may be applicable, any
member may transfer all or any of his shares by instrument in Writing.
a. No shares shall be transferred except in accordance with the provisions of
this Article.
b. No transfer of any share in the capital or the Company to any person
whether already a member of the Company or not shall be made or
registered without the previous sanction of the Directors, who may,
without assigning any reason, decline to give such sanction and shall so
decline in the case of any transfer the registration of which would involve
a contravention of Article 4 hereof. The Directors may also suspend the
registration of transfers during fourteen days immediately preceding the
Ordinary General Meeting in each year.
c. The proposing transferor shall give notice in Writing (“the transfer notice”)
to the Company that he desires to transfer the shares. The notice shall

Page 11 of 36
 constitute the Company as the agent of the proposing transferor for the
sale of the shares to any member of the Company or to any person
selected by the directors as one whom it is desirable in the interests of the
Company to admit to membership at the value (“the sale price”) to
decided by the auditors of the Company pursuant to paragraph 6 of this
Article.

d. The said shares to be transferred shall be offered by the Company to all

members of the Company (other than the selling member) holding
ordinary shares for purchase at the sale price in proportion to their
respective holding of shares in the Company and shall specify a time
within which such offer must be accepted in Writing or in default of
which such offer will be deemed to have lapsed. If the said members shall
not accept all the said shares, the directors may offer those not so accepted
to other members and/or to any other person or persons selected or
approved by the directors as suitable for admission to membership of the
Company.

e. If the Company within sixty days after being served with the transfer
notice shall find a member or person selected as set out above willing to
purchase the shares and gives notice thereof to the proposing transferor it
shall be bound, upon payment of the sale price to transfer the shares to the
purchasing member who shall be bound to complete the purchase within
fourteen days thereof.
f. The auditors of the Company shall determine the sale value of shares to be
transferred, at the higher of an earning based or net asset valuation.

g. The instrument of transfer of any share shall be executed by or on behalf

of the transferor and transferee, and the transferor shall be deemed to
remain a holder of the shares until the name of the transferee is entered in
the register of members in respect thereof.

32. The Directors may decline to register the transfer of a share to a person of whom
they shall not approve, and they may also decline to register the transfer of a
share on which the Company has a lien.

33. The Directors may also decline to recognize any instrument of transfer unless:
a. The instrument of transfer is accompanied by the certificate of the shares
to which it relates, and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer;
and

b. The instrument of transfer is in respect of only one class of share.

Page 12 of 36
34. If the Directors refuse to register a transfer, they shall within thirty days after the
date on which the transfer was lodged with the Company send to the transferee
notice of the refusal.

35. The registration of transfers may be suspended at such times and for such
periods as the directors may from time to time determine, provided always that
such registration shall not be suspended for more than thirty days in any year.

TRANSMISSION OF SHARES
36. In the case of the death of a member (where a member is an individual) the
survivor or survivors where the deceased was a joint holder, and the wife or
husband and children of the deceased where he or she was a sole holder, shall be
the only persons recognized by the Company as having any title to his or her
interest in the shares; but nothing herein contained shall release the estate of a
deceased joint holder from any liability in respect of any share which had been
jointly held by him or her with other persons.

37. Any person becoming entitled to a share in consequence of the death or

bankruptcy of a member may, upon such evidence being produced as may from
time to time properly be required by the Directors and subject as hereinafter
provided, elect either to be registered himself or herself as holder of the share or
to have some person nominated by him or her registered as the transferee thereof,
but the Directors shall, in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by that
member before his or her death or bankruptcy, as the case may be.

38. If the person so becoming entitled shall elect to be registered in his or her name,
he or she shall deliver or send to the Company a notice in Writing signed by him
or her stating that he or she so elects. If he or she shall elect to have another
person registered he or she shall testify his or her election by executing to that
person a transfer of the share. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of transfers of
shares shall be applicable to any such notice or transfer as aforesaid as if the
death or bankruptcy of the member had not occurred and the notice or transfer
were a transfer signed by that member.

39. A person becoming entitled to a share by reason of the death or bankruptcy of

the holder shall be entitled to the same dividends and other advantages to which
he or she would be entitled if he or she were the registered holder of the share,
except that he or she shall not, before being registered.

FORFEITURE OF SHARES

Page 13 of 36
40. If a member fails to pay any call or installment of a call on the day appointed for
payment thereof, the Directors may, at any time thereafter during such time as
any part of the call or installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment as is unpaid, together
with any interest which may have accrued.

41. The notice shall name a further day (not earlier than the expiration of fourteen
days from the date of service of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of non-
payment at or before the time appointed the shares in respect of which the call
was made will be liable to be forfeited.

42. If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which the notice has been given may at any time thereafter,
before the payment required by the notice has been made be forfeited by a
resolution of the Directors to that effect.

43. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the Directors think fit, and at any time before a sale or
disposition the forfeiture may be canceled on such terms as the Directors think fit.

44. A person whose shares have been forfeited shall cease to be a member in respect
of the forfeited shares, but shall, notwithstanding, remain liable to pay to the
Company all moneys which, at the date of forfeiture, were payable by him to the
Company in respect of the shares, but his liability shall cease if and when the
Company shall have received payment in full of all such moneys in respect of the
shares.

45. A statutory declaration in writing that the declarant is a Director or the Secretary
of the Company and that a share in the Company has been duly forfeited on a
date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. The Company
may receive the consideration, if any, given for the share on any sale or
disposition thereof and may execute a transfer of the share in favor of the person
to whom the share is sold or disposed of and he shall thereupon be registered as
the holder of the share, and shall not be bound to see to the application of the
purchase money, if any, or shall his tide to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

46. The provisions of these Articles as to forfeiture shall apply in the case of non-
payment of any sum which, by the terms of issue of a share, becomes payable at
a fixed time or subject to the fulfillment of specified conditions, whether on

Page 14 of 36
 account of the nominal value of the share or by way of premium, as if the same
had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

47. The Company may by ordinary resolution convert any paid up shares into stock,
and reconvert any stock into paid up shares of any denomination.

48. The holders of stock may transfer the same, or any part thereof, in the same
manner, and subject to the same regulations as and subject to which the shares
from which the stock arose might previously to conversion have been transferred,
or as near thereto as circumstances admit; and the Directors may from time to
time fix the minimum amount of stock transferable but so that such minimum
shall not exceed the nominal amount of the shares from which the stock arose.

49. The holders of stock shall, according to the amount of stock held by them, have
the same rights, privileges and advantages as regard dividends, voting at
meetings of the Company and other matters as if they held the shares from
which the stock arose, but no such privilege or advantage (except participation in
the dividends and profits of the Company and in the assets on winding up) shall
be conferred by an amount of stock which would not, if existing in shares, have
conferred that privilege or advantage.

50. Such of the Articles of the Company as are applicable to paid-up shares shall
apply to stock, and the words “share” and “shareholder” therein shall include
“stock” and “stockholder”.

ALTERATION OF CAPITAL
51. The Company may from time to time by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount as the resolution
shall prescribe.

52. Unless the Company otherwise resolves in the resolution increasing the share
capital of the Company, all new shares shall first be offered to the existing
members of the Company in proportion, as nearly as possible, to the amount of
the existing shares to which they are entitled. The offer shall be made by notice
specifying the number of shares offered and a time within which the offer, if not
accepted, will be deemed to be declined. After the expiration of such time, or on
the receipt of intimation from the person to whom the offer is made that he
declines to accept the shares offered, the directors may dispose of such shares in
such manner as they deem most appropriate for the Company.

53. The Company may by ordinary resolution:

a. Consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;

Page 15 of 36
 b. Sub-divide its existing shares, or any of them, into share of smaller
amount than is fixed by the memorandum of association subject,
nevertheless, to the provisions of Section 65(l)(d) of the Act;
c. Cancel any shares, which at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person.

54. The Company may by special resolution reduce its share capital, any capital
redemption reserve fund or any share premium account in any manner and with,
and subject to any incident authorized, and consent required, by law.

GENERAL MEETING
55. The Company shall in each year hold a general meeting as its annual general
meeting in addition to any other meetings in that year, and shall specify the
meeting as such in the notices calling it; and not more than fifteen months shall
elapse between the date of one annual general meeting of the Company and that
of the next. Furthermore, this meeting may be called within the six month
following the financial year to consider the report of directors for the company's
activity, financial position, as well as auditor's report, and for the approval of
company balance sheet, closing accounts, profit distribution report, and in order
to appoint, reappoint or determine the remunerations of auditor. Provided that
so long as the Company shall hold its first annual general meeting within
eighteen months of its incorporation, it need not hold it in the year of its
incorporation or in the following year. The annual general meeting shall be held
at such time and place, as the Directors shall appoint.

56. All general meetings other than annual general meetings shall be called
extraordinary general meetings.

57. The Directors may, whenever they think fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition, or, in default, may be convened by such requisitionists.

NOTICE OF GENERAL MEETINGS

58. Consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
a. Sub-divide its existing shares, or any of them, into share of smaller
amount than is fixed by the memorandum of association subject,
nevertheless, to the provisions of Section 65(l)(d) of the Act;

b. Cancel any shares, which at the date of the passing of the resolution, have
not been taken or agreed to be taken by every general meeting shall be
called by twenty-one days notice in Writing at the least. The meeting of
the shareholders of the Company may be called upon a request made by
the Chief Executive Director, Director or Auditor of the company to
Page 16 of 36
 consider any matter to be exhibited to the meeting. The notice shall be
exclusive of the day on which it is served or deemed to be served and of
the day for which it is given, and shall specify the place, the day and the
hour of the meeting and the nature of any special business that is to be
transacted, and shall be given, in manner hereinafter mentioned or in such
other manner, if any, as may be prescribed by the Company in general
meeting, to such persons as are, under the regulations of the Company,
entitled to receive such notices from the Company. Provided that a
meeting of the Company shall, notwithstanding that it is called by shorter
notice than that specified in these Articles, be deemed to have been duly
called if it is so agreed:

c. in the case of a meeting called as the annual general meeting, by all the
members entitled to attend and vote thereat; and

d. in the case of any other meeting, by a majority in number of the members

having a right to attend and vote at the meeting, being a majority together
holding not less than 95 per cent in nominal value of the shares giving that
right.

59. The accidental omission to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not invalidate
the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETING
60. All business shall be deemed special that is transacted at an extraordinary
general meeting, and also all that is transacted at an annual general meeting with
the exception of declaring a dividend, the consideration of the accounts, balance
sheets, and the reports of the Directors and auditors, the election of Directors in
the place of those retiring and the appointment of, and the fixing of the
remuneration of, the auditors.

61. No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business. The
quorum for the meeting shall be two persons holding or represented by proxy.

62. If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be
dissolved; in any other case it shall stand adjourned to the same day in the next
week, at the same time and place or to such other day at such other time and
place as the Directors may determine, and if at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the meeting, the
members present shall be a quorum. For the avoidance of doubt, at no time shall
one member be a quorum.

Page 17 of 36
63. The chairman, if any, of the Board of Directors shall preside as chairman at every
general meeting of the Company or if there is no such chairman, or if he shall not
be present within fifteen minutes after the time appointed for the holding of the
meeting or is unwilling to act the Directors present shall elect one of their
number to be chairman of the meeting.
64. If at any meeting no Director is willing to act as chairman or if no Director is
present within fifteen minutes after the time appointed for holding the meeting
the members present shall choose one of their number to be chairman of the
meeting.
65. The chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for thirty days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice of
an adjournment or of the business to be transacted at an adjourned meeting.

66. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration of the
result of the show of hands) demanded:
a. by the Chairman; or
b. by the member or members present in person or by proxy; or
c. by a member or members holding shares in the Company conferring a
right to vote at the meeting, being shares on which an aggregate sum has
been paid up equal to not less than one-tenth of the total sum paid up on
all the shares conferring that right. Unless a poll be so demanded a
declaration by the chairman that a resolution has on a show of hands been
carried or carried unanimously, or by a particular majority, or lost and an
entry to that effect in the book containing the minutes of the proceedings
of the Company shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favor of or against such
resolution.
67. Except as provided in Article 68 hereof, if a poll is duly demanded it shall be
taken in such manner as the chairman directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
68. In the case of an equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting at which the show of hands takes place or at which the
poll is demanded, shall be entitled to a second or casting vote.

Page 18 of 36
69. A poll demanded on the election of a chairman or on a question of adjournment
shall be taken forthwith. A poll demanded on any other question shall be taken
at such time as the chairman of the meeting directs, and any business other than
that upon which a poll has been demanded may be preceded with pending the
taking of the poll.

70. Subject to the provisions of the Act, a resolution in Writing signed by all the
members for the time being entitled to receive notice of and to attend and vote at
general meetings (or being corporations or government by their duly authorized
representatives) shall be as valid and effective as if the same had been passed at a
general meeting of the Company duly convened and held.

Such resolution may be contained in one document or in several documents in

like form each signed by one or more of the members or duly authorized
representatives concerned.

VOTES OF MEMBERS
71. Subject to any rights or restrictions for the time being attached to any class or
classes of shares, on a show of hands every member present in person shall have
one vote, and on a poll every member shall have one vote for each share of which
he is the holder. In the case of an equality of votes the chairman shall be entitled
to a second or casting vote.

72. In the case of joint holders the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders; and for this purpose seniority shall be determined by the order in
which the names stand in the register of members.
73. No member shall be entitled to vote at any general meeting unless all calls or
other sums presently payable by him in respect of shares in the Company have
been paid.
74. No objection shall be raised to the qualification of any voter except at the meeting
or adjourned meeting at which the vote objected to is given or tendered, and
every vote not disallowed at such meeting shall be valid for all purposes. Any
such objection made in due time shall be referred to the chairman of the meeting,
whose decision shall be final and conclusive.
75. On a poll votes may be given either personally or by proxy.
76. The instrument appointing a proxy shall be in Writing under the hand of the
appointer or of his attorney duly authorized in Writing, or, if the appointer is a
corporation, either under seal, or under the hand of an officer or attorney duly
authorized. A proxy need not be a member of the Company.

Page 19 of 36
77. The instrument appointing a proxy and the power of attorney or other authority,
if any, under which it is signed or a notarial certified copy of that power or
authority shall be deposited at the registered office of the Company or at such
other place within the Territory as is specified for that purpose in the notice
convening the meeting, not later than the time for holding the meeting or
adjourned meeting, at which the person named in the instrument proposes to
vote, or in the case of a poll, not later than the time appointed for the taking of
the poll, or at such later time as the Directors may agree, and in default the
instrument of proxy shall not be treated as valid.

78. Where it is desired to afford members an opportunity of voting for or against a

resolution the instrument appointing a proxy shall be in the following form or in
any other usual form acceptable to the Directors.

79. The instrument appointing a proxy shall be deemed to confer authority to

demand or join in demanding a poll.

80. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the share in respect of which the proxy is given, provided that
no intimation in Writing of such death, insanity, revocation or transfer as
aforesaid shall have been received by the Company at the Office before the
commencement of the meeting or adjourned meeting at which the proxy is used.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

81. Any corporation or company which is a member of the Company may by
resolution of its Directors or other governing or managing body authorize such
person as it thinks fit to act as its representative at any meeting of the Company
or of any class of members of the Company, and the person so authorized shall
be entitled to exercise the same powers on behalf of the corporation or company
which he represents as that corporation or company could exercise if it were an
individual member of the Company.

DIRECTORS
82. The number of Directors shall not be less than two and not more than five (or
such greater number as the Company may in General Meeting determine). The
first Directors shall be appointed in writing by the subscribers of the
Memorandum of Association and until such appointment the first Directors shall
be as named in the particulars delivered to the Registrar of Companies pursuant
to the provisions of section 145 of the Act.

83. The remuneration of the Directors shall from time to time be determined by the
Company in general meeting. Such remuneration shall be deemed to accrue from
Page 20 of 36
 day to day. The Directors may also be paid all traveling, hotel and other expenses
properly incurred by them in attending and returning from meetings of the
Directors or any committee of the Directors or general meetings of the Company
or in connection with the business of the Company.

a. The following persons shall be the first directors of the company: -

i. JACKLINA CHARLES ASIMWE
ii. JISANDU KALWINZI KUYEKA.
84. The shareholding qualification for Directors may be fixed by the Company in
general meeting, and unless and until so fixed no share qualification shall be
required.

85. A Director of the Company may be or become a Director or other officer of, or
otherwise interested in, any Company promoted by the Company or in which
the Company may be interested as shareholder or otherwise, and no such
Director shall be accountable to the Company for any remuneration or other
benefits received by him as a Director or officer of, or from his interest in, such
other Company unless the Company otherwise direct.

POWERS AND DUTIES OF DIRECTORS

86. No action or decision relating to any of the matters specified below which are
reserved to the Board shall be taken by the Company unless the Board has given
its prior approval to proceed with the matters aforesaid, by passing a resolution
in accordance with these Articles:
a. To appoint or dismiss the Chief Executive Officer nominated by the Board
of directors. The nomination shall not unreasonably be rejected;

b. To appoint or dismiss any of its Senior Employees as defined in the

Company’s staff regulations as amended from time to time;

c. To approve the terms for the Chief Executive Officer nominated;

d. To establish such committees of the Board as the Board may deem

necessary;

e. To approve the job descriptions of the individual members of the

Management Team and of the committees of the Board;

f. To approve the annual budgets, forecasts and financial reports: Provided

that any proposed material revision to the annual budget shall first be
approved at a duly convened meeting of the Board;

g. To approve policies necessary for conducting the Company’s business and

ensure that the Company carries out those policies. Such policies relate,
Page 21 of 36
 without being limited, to risk management, credit audit, accounting, anti-
money laundering and asset liability management;

h. To ensure that the Company shall maintain with a well-established and

reputable insurer, adequate insurance against all risks usually insured
against by companies carrying on the same or a similar business and
(without prejudice to the generality of the foregoing) for the full
replacement or reinstatement value of all its assets of an insurable nature;
i. To ensure that where a fresh issue of Shares is contemplated, the
Company allots and issues its Shares and other Securities at the best price
reasonably obtainable in the circumstances; provided that where publicly
quoted prices are available, the offer price shall compare fairly with the
market price;
j. T approve any unbudgeted material acquisition or disposal by the
Company, including any material acquisition or grant of any license of or
relating to any intellectual property rights and, for the purposes of this
paragraph, material shall mean a figure in an amount exceeding 10% of
the approved budget;

k. To ensure compliance with domestic and international guidelines for good

corporate governance;

l. To approve the launch and closing of any branch outside the business
plan;

m. To approve the issue of any debenture, the creation of mortgages, liens,

charges, pledges or other encumbrance of any nature on the Company’s
assets or in the ordinary course of business and to factor or assign any of
its book debts;

n. To approve the granting by the Company of any guarantee or indemnity

not in the ordinary course of business;
o. To make any claim, disclaimer, surrender, election or consent of a material
nature for tax purposes and, for the purposes of this paragraph, material
shall mean a figure in an amount exceeding 10% of the approved budget;

p. To approve any contract, liability or commitment of the Company which:

i. is of a long term or unusual nature; for this purpose, long term
means continuing for more than three (3) calendar years;

ii. could involve an obligation of a material magnitude or nature; for

Page 22 of 36
 this purpose, material means a liability for expenditure exceeding
10% of the approved budget; or

iii. is outside the ordinary course of business of the Company;

iv. cannot be terminated by the Company without penalty within 12

months of its commencement, unless a contract satisfies such
criteria of authorization as the Board may approve from time to
time as part of the procedures for the Company entering into
contract;

q. To submit to the Members an annual report incorporating:

i. The Company’s internal controls and systems that are adequate to
provide reasonable assurance as to the integrity and reliability of
the financial statements and to safeguard, verify and maintain
accountability for the Company’s assets;

ii. Such controls as are based on established written policies and

procedures and are implemented by trained and skilled personnel,
whose duties have been segregated appropriately;

iii. Such controls as are monitored by the Company, and that all
Employees are required to maintain the highest ethical standards in
ensuring that the Company’s business practices are conducted in a
manner that, in all reasonable circumstances, is above reproach;
and

iv. Anything that has come to their attention to indicate that any
material malfunction of the aforesaid controls, procedures and
systems may have occurred during the year under review;

r. To enter into any service agreement with any Employee, which is not
terminable without payment of compensation on not more than three (3)
months’ notice;

s. To approve the acquisition and/or disposal of any assets or business

interests that exceeds ten percent (10%) of the core capital;

t. To borrow any money or obtain any advance or credit in any form other
than normal trade credit or other than on normal banking terms of
unsecured overdraft facilities or vary the terms and conditions of any
borrowings or bank mandates; or

u. To lend any money to any person otherwise than by way of deposit with a
Page 23 of 36
 bank or other institution the normal business of which includes the
acceptance of deposits, or grant of any credit to any person (except to its
customers in the normal course of business);

v. To make any gift or charitable donation if not within the budget;

w. To sell, transfer, lease, license or in any other way dispose of any of its
assets otherwise than in the ordinary course of its business;

x. Enter into any technical assistance with the Manager arrangement or

amend, terminate, revoke or replace any technical assistance agreement
presently in place;

y. To make major decisions relating to the conduct of material legal

proceedings to which the Company is a party.

87. The Directors may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital, or any part
thereof, and to issue debentures, debenture stock, and other securities whether
outright or as primary or collateral security for any debt, liability or obligation of
the Company or of any third party.

88. The Directors may from time to time and at any time by power of attorney
appoint any company, firm or person or body of persons, whether nominated
directly or indirectly by the Directors, to be the attorney or attorneys of the
Company for such purpose and with such powers, authorities and discretion
(not exceeding those vested in or exercisable by the Directors under these
Regulations) and for such period and subject to such conditions as they may
think fit, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
Directors may think fit and may also authorize any such attorney to delegate all
or any of the powers, authorities and discretion vested in him.

89. The Directors may exercise the powers conferred upon the Company by Sections
124 and 127 (both inclusive) of the Act with regard to the keeping of a branch
register, and the Directors may (subject to the provisions of those Sections) make
and vary such regulation as they may think fit respecting the keeping of any
such register.
a. A Director who is in any way, whether directly or indirectly, interested in
a contract or proposed contract with the Company shall declare the nature
of his interest at a meeting of the Directors in accordance with Section 209
of the Act.

b. A Director shall, nevertheless, be entitled to vote in respect of any contract

or arrangement in which he is interested.
Page 24 of 36
 c. A Director may hold any other office or place of profit under the
Company (other `than the office of auditor) in conjunction with his office
of Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine and no Director or intending
Director shall be disqualified by his office from contacting with the
Company either with regard to his tenure of any such other office or place
of profit or as vendor, purchaser or otherwise, nor shall any such contract,
or any contract or arrangement entered into by or on behalf of the
Company in which any Director is in any way interested, be liable to be
voided, nor shall any Director so contracting or being so interested be
liable to account to the Company for any profit realized by any such
contract or arrangement by reason of such Director holding that office or
of the fiduciary relation thereby established.

d. A Director, notwithstanding his interest, may be counted in the quorum

present at any meeting whereat he or any other Director is appointed to
hold any such office or place of profit under the Company or whereat the
terms of any such appointment are arranged and he may vote on any such
appointment or the arrangement of the terms thereof.

e. Any Director may act himself or by his firm in a professional capacity for
the Company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director. Provided that nothing
herein contained shall authorize a Director or his firm to act as auditor to
the Company.

90. All cheques, promissory notes, dates, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the Company, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be,
in such manner as the Directors shall from time to time by resolution determine.

91. The Directors shall cause minutes to be made in books provided for the purpose:
a. of all appointments of officers made by the Directors;

b. of the names of the Directors present at each meeting of the Directors and
of any committee of the Directors;

c. of all resolutions and proceedings at all meetings of the Company, and of

the Directors, and of committees of Directors, and every Director present
at any meeting of Directors or committee of Directors shall sign his name
in a book to be kept for that purpose.

92. The Directors on behalf of the Company may pay a gratuity or pension or
allowance on retirement to any Director who has held any other salaried office or
Page 25 of 36
 place of profit with the Company or to his widow or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of
any such gratuity, pension or allowance.

DISQUALIFICATION OF DIRECTORS
93. The office of Director shall be vacated if the Director:
a. Ceases to be a director by virtue of any provision of the Act or he becomes
prohibited by law from being a director; or

b. becomes bankrupt or makes any arrangement of composition with his

creditors generally; or

c. Becomes of unsound mind; or

d. Resigns his office by notice in writing to the Company; or

e. Shall for more than six consecutive months have been absent without
permission of the Directors from meetings of the Directors held during
that period and the directors resolve that his office be vacated.

ALTERNATE DIRECTORS
94. Each Director shall have power by an instrument in Writing to nominate any
person to act as alternate Director in his place and his discretion to remove such
alternate Director; and on such appointment being made the alternate Director
shall be subject in all respects to the terms and conditions affecting the other
Directors, and each alternate Director, while acting in the place of an absent
Director, shall exercise all the rights and discharge all the duties of the Director
he represents. Should an alternate Director also be a Director of the Company, all
rights vested in him as an alternate Director (including the right of voting at
meetings and of signing on behalf of such Director any such resolution as is
mentioned in Article 109) shall be in addition to and not in substitution for his
rights as a Director. Any instrument appointing an alternate Director shall be
delivered to and retained by the Company. If the Director making any such
appointment shall cease to be a Director, the person appointed by him shall cease
to have any power or authority to act as an alternate Director.

95. All appointments and removal of an alternate Director shall be effected by

instrument in Writing delivered at the Office and signed by the appointer.

APPOINTMENT AND REMOVAL OF DIRECTORS

96. The Company may by Ordinary Resolution:
a. Appoint any person a Director, so, however, that the prescribed maximum
be not exceeded, and determine the period for which he is to hold office;

b. Remove any Director from office and appoint another person in his stead.
Page 26 of 36
97. A Director need not be a member of the Company, but he shall, nevertheless, be
entitled to receive notice of and to attend and speak at any General Meeting or at
any separate meeting of the holders of any class of shares in the Company.

98. Every Director shall remain in office until the expiry of his period of
appointment or until removed under the provisions of Article 98 or until his
office is vacated under the provisions of Article 94 or as otherwise agreed by all
of the members of the Company in Writing.
99. Subject to and in accordance with any agreement in Writing among all of the
members of the Company, the Director shall have power at any time, and from
time to time, to appoint any person to be a Director, either to fill a casual vacancy
or as an addition to the existing Directors, but so that the total number of
Directors shall not at any time exceed the number fixed in accordance with these
Articles.
PROCEEDINGS OF DIRECTORS
100. Unless otherwise agreed between the Members at General Meeting, a
meeting of the Board shall be held not less frequently than once every three (3)
calendar months to review the Company’s business and progress and determine
such other matters as may fall within the competence of the Board.

101. Notice of at least fourteen (14) days shall be given to each Director of any
Board meeting unless all Directors approve a shorter notice period.
102. The quorum for Board meetings shall be at least two Directors. No
business shall be conducted at any meeting of Directors unless a quorum is
present at the beginning of the meeting and at the time when there is to be voting
on any business.
103. If a quorum is not present within thirty (30) minutes after the time
specified for a Directors’ meeting in the notice of the meeting, then it shall be
adjourned to the same day in the following week and at the same time and place.
At the adjourned meeting any three Directors nominated by three different
Members (including at least one Director appointed by a Member holding not
less than twenty five percent shareholding in the Company) shall constitute a
quorum.
104. A meeting of Directors shall be adjourned to another time or date at the
request of all the Directors present at the meeting. No business shall be
conducted at a meeting after such a request has been made.
105. Meetings of Directors shall make decisions by passing resolutions. A
resolution is passed if more votes are cast for it than against it.
106. The Directors shall be deemed to meet if, notwithstanding that they are in
separate locations, they are nonetheless linked by conference telephone,
Page 27 of 36
 conference video link or other communication equipment which allows those
participating to hear and speak to each other. A quorum in that event shall be the
number of Directors required for a quorum in accordance with Article 106 hereof.
Such a meeting shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the Chairman of
the meeting then is.
107. Each Director at a meeting of Directors shall have one vote. In the case
the Board cannot arrive at a decision because of equal number of votes for and
against a resolution, and then the matter shall be adjourned to another date as
the Directors shall agree. If no agreement is reached at the next meeting, the
matter shall be referred to a duly convened meeting of the Members for
determination. The decision of the Members shall be deemed to constitute a duly
passed resolution of the Board.
108. If at any meeting the Chairman shall not be present within thirty minutes
after the time appointed for holding the same, the Directors present shall choose
one of their numbers to be Chairman of such meeting.

109. The Directors shall cause proper minutes to be made of all General
Meetings of the Company and proper records to be kept of all written resolutions
(and of signatures) and also of all the appointments of officers, and of the
proceedings of all meetings of Directors and committees, and of the attendances
thereat, and all business transacted at such meetings. All such minutes and
records (and signatures) shall be entered in books provided for the respective
purpose.

Any such record of a written resolution (and of the signatures) purporting to be

signed by a Director or by the Secretary shall be evidence of the proceedings in
agreeing to a written resolution and, until the contrary is proved, the
requirements of the Act with respect to those proceedings shall be deemed to be
complied with, and any such minutes of any such meeting, if purporting to be
signed by the Chairman of such meeting, shall be conclusive evidence without
any further proof of the facts therein stated.
110. A resolution in writing signed by all the Directors for the time being
entitled to receive notice of a meeting of the Directors or of a committee of
Directors shall be as valid and effective for all purposes as a resolution passed at
a meeting of the Directors or, as the case may be, a committee of Directors duly
convened, held and constituted, and may consist of several documents in the like
form each signed by one Director or more Directors.
MANAGEMENT OF THE COMPANY
111. Subject to Shareholders’ approval, the Board may enter into such
arrangement and/or agreement with such firm or body corporate in relation to
the management and administration of the business and affairs of the Company.
The Chief Executive Officer so appointed shall, under the direction of the Board,
Page 28 of 36
 manage the business and affairs of the Company in accordance with the
approved business plan of the Company and responsibilities set out in the
documents evidencing the arrangement. The Chief Executive Officer shall at all
times nominate a Management Team of fully qualified and professionally
competent staff. The Chief Executive Officer shall be entitled to such
remuneration and benefits set out in the documents evidencing the management
arrangement.
112. The responsibility of the Management Team shall include, but not be
limited to:
a. The day-to-day management of the business and the affairs of the
Company;

b. The preparation of annual budgets in line with a business plan, and

presentation by the Chief Executive Officer, not later than twenty eight (28)
days, or such longer period as may be agreed by the Board) prior to the
commencement of each financial year or period, at a duly convened
meeting of the Board, of the budget for the ensuing financial year or
period, containing a profit and loss and cash flow forecast on a month-by-
month basis and a projected balance sheet for the end of such financial
year or period for the Company.

c. Reporting to the Board with such frequency and in such manner as may
be required by the Board; and

d. Complying with all decisions and directions of the Board, in relation to

matters reserved for the Board, as communicated to him from time to time
by the Board.

113. The Directors may entrust to and confer upon the Manager any of the
powers exercisable by them under such terms and conditions and with such
restrictions as they may think fit, and either collaterally with or to the exclusion
of their own power and may from time to time revoke, withdraw, alter or vary
all of any of such powers.

SECRETARY
114. The Secretary shall be appointed by the Directors for such term, at such
remuneration and upon such conditions as they may think fit, and any Secretary
so appointed may be removed by them.

115. No person shall be appointed or hold office as Secretary who is:

a. The sole Director of the Company; or

b. A corporation the sole Director of which is the sole Director of the

Company;
Page 29 of 36
 c. The sole Director of a corporation, which is the sole Director of the
Company.

116. A provision of the Act or these Articles requiring or authorizing a thing to

be done by or to a Director and the Secretary shall not be satisfied by its being
done by or to the same person acting both as Director and as, or in place of, the
Secretary.

THE SEAL
117. The seal shall only be used by the authority of the Directors or of a
committee of the Directors authorized by the Directors. The Director may
determine who shall be sign any instrument to which the seal is affixed and
unless otherwise so determined it shall be signed by a Director and by the
Secretary or by a second Director.

DIVIDENDS AND RESERVE

118. Subject to section 180 of the Act, the Company may by ordinary resolution
declare dividends in accordance with the respective rights of the members, but
no dividend shall exceed the amount recommended by the Directors.

119. The Directors may from time to time pay to the members such interim
dividends as appear to the Directors to be justified by the profits of the Company.

120. The Directors may, before recommending any dividend, set aside out of
the profits of the Company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the Directors, be applicable for any
purpose to which the profits of the Company may be properly applied, and
pending such application may, at the like discretion, either be employed in the
business of the Company or be invested in such investments (other than shares
of the Company) as the Directors may from time to time think fit. The Directors
may also without placing the same to reserve carry forward any profits, which
they may think prudent not to divide.

121. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividend, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the dividend
is paid, but no amount paid or credited as paid on a share in advance of calls
shall be treated for the purposes of this Article as paid on the share. All
dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in
respect of which the dividend is paid; but if issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
Page 30 of 36
122. The Directors may deduct from any dividend payable to any member all
sums of money (if any) presently payable by him to the Company on account of
calls or otherwise in relation to the shares of the Company.

123. Any general meeting declaring a dividend or bonus may direct payment
of such dividend or bonus wholly or partly by the distribution of specific assets
and in particular of paid up shares, debentures or debenture stock of any other
company or in any one or more of such ways, and the Directors shall give effect
to such resolution, and where any difficulty arises in regard to such distribution,
the Directors may settle the same as they think expedient, and in particular may
issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made
to any members upon the footing of the value so fixed in order to adjust the
rights of all parties, and may vest any such specific assets in trustees as may
seem expedient to the Directors.

124. Any dividend, interest or other moneys payable in cash in respect of

shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named in the register of
members or to such person and to such address as the holder or joint holders
may in Writing direct. Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent.
Any one or two or more joint holders may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of the shares held by
them as joint holders.

125. No dividend shall bear interest against the Company.

ACCOUNTS
126. The Directors shall cause proper books of account to be kept with respect
to:
a. All sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure takes place;
b. All sales and purchases of goods by the Company; and
c. The assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such books of
account as are necessary to give a true and fair view of the state of the
Company’s affairs and to explain its transactions.

Page 31 of 36
 FINANCIAL YEAR
127. The Company’s financial year shall commence on 1st January to 31st
December each year, except for the first financial year which shall commence
from the date of incorporation of the company to the end of the current year
thereof, and each following year shall be for the period of twelve (12) months.
Within four (4) months from the end of the financial year, the Manager or
Directors of the Company shall prepare a balance sheet, profit and loss account,
company activity report, company’s financial position and their suggestions with
regard to profit distribution. The Manager/Directors shall send a copy of such
documents and a copy of the auditor’s report to each shareholder and general
departments of the company.

128. The books of account shall be kept at the registered office of the company,
or, subject to section 151(4) of the Act, at such other place or places as the
Directors think fit, and shall always be open to the inspection of the Directors.

129. No member (as such) shall have any right of inspecting any accounting
records or other book or document of the Company except as conferred by
statute or authorized by the Directors or by ordinary resolution of the Company.
130. The Directors shall, in accordance with Section 153, 155 and 159 of the Act,
cause to be prepared and to be laid before the Company in general meeting such
profit and loss accounts, balance sheets, cash flow statements, group accounts (if
any) and reports as are referred to in those Sections.

131. In accordance with section 163 of the Act, the copy of the Company’s
annual accounts to be laid before the Company in general meeting together with
a copy of the director’s report and the auditors’ report shall not less than twenty-
one days before the date of the meeting be sent to every member of, and every
holder of debentures of, the Company: Provided that this Article shall not
require a copy of those documents to be sent to any person of whose address the
Company is not aware or to more than one of the joint holders of any shares or
debentures.

CAPITALIZATION OF PROFITS
132. The Directors may, with the authority of an ordinary resolution of the
company-resolve to capitalize any part of the amount for the time being standing
to the credit of any of the Company’s reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution, and that such sum
be capitalized to the members who would have been entitled to it were
distributed by way of dividend and in the same proportions and apply such sum
either in or towards paying up any amounts for the time being unpaid on any
Page 32 of 36
 shares held by such members respectively or paying up in full in issued shares or
debentures of the Company to be allotted and distributed.

Make such provision regarding the issue of fractional certificates or by

payment in cash or otherwise as they think fit for the case of shares or
debentures becoming distributable in fractions, and authorize any person to
enter on behalf of all the members entitled thereto into an agreement with the
company providing for the allotment to them respectively, credited as fully paid
up, of any shares or debentures to which they are entitled upon such
capitalization, and any agreement made under such authority shall be effective
and binding on all such members.

133. Whenever such a resolution as aforesaid shall have been passed the
Directors shall make all appropriations and applications of the undivided profits
resolved to be capitalized thereby, and all allotments and issues of fully-paid
shares or debentures, if any, and generally shall do all acts and things required to
give effect thereto, with full power to the Directors to make such provision by the
issue of fractional certificates or by payment in cash or otherwise as they think fit
for the case of shares or debentures becoming distributable in fractions, and also
to authorize any person to enter on behalf of all the members entitled thereto into
an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares or debentures to
which they may be entitled upon such capitalization, or (as the case may require)
for the payment up by the Company on their behalf, by the application thereto of
their respective proportions of the profits resolved to be capitalized, of the
amounts or any part of the amounts remaining unpaid on their existing shares,
and any agreement made under such authority shall be effective and binding on
all such members.
AUDIT
134. Auditors shall be appointed and their duties regulated in accordance with
Sections 170 to 179 of the Act. Further, the company shall have an auditor to be
selected annually by the partners by a resolution issued in the meeting of
shareholders. The Auditor shall be approved and licensed to practice in Tanzania
in accordance with the provisions of auditors and accountants. The auditor shall
observe the memorandum of association and the company’s’ law.

He shall audit the inventories, annual closing accounts, balance sheet, and shall
provide an annual report to the meeting of partners. In doing so, he shall have
access on all company’s books and records and contracts made with third parties.
He may ask for clarifications and statements required necessary by him. His
annual remuneration shall be determined by the shareholders.

Page 33 of 36
 NOTICES
135. A notice may be given by the Company to any member in writing either
personally in his residence or by registered letter to his registered address, or (if
he has no registered address within the Territory) to such address, supplied by
him to the Company for the giving of notice to him. Where a notice is sent by
post, service of the notice shall be deemed to be effected by properly addressing,
pre-paying and posting a letter containing the notice, and to have been effected
in the case of a notice of a meeting at the expiration of seven days after the letter
containing the same is posted, and in any other case at the time at which the
letter would be delivered in the ordinary course of post.

136. A notice may be given by the Company to the joint holders of a share by
giving the notice to the joint holder first named in the register of members in
respect of the share.

137. A notice may be given by the Company to the persons entitled to a share
in consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any within Tanzania supplied for the purpose by
the persons claiming to be so entitled, or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.

138. Notice of every general meeting shall be given in any manner

hereinbefore authorized to:
a. Every member except those members who (having no registered address
within Tanzania) have not supplied to the Company an address for the
giving of notices to them;

b. Every person upon whom the ownership of a share devolves by reason of

his being legal personal representative or a trustee in bankruptcy of a
member where the member but for his death or bankruptcy would be
entitled to receive notice of the meeting; and

c. The auditor for the time being of the Company.

d. No other person shall be entitled to receive notices of general meetings.

WINDING UP
139. The company shall be wound up by one of the reasons of winding up as
mentioned of the Companies Act. When being wound up, the company will

Page 34 of 36
 enter the phase of liquidation as per the provisions of the Companies Act,
considering that in case of elective liquidation, the following shall be complied
with:
a. To prepare the financial position of the company at the date of issuing the
partners' resolution with regard to dissolution and liquidation of the
company, this shall be approved by a auditor approved and licensed to
practice within the Tanzania, this report shall prove the company ability
to pay their debts and liabilities against others.
b. To pay all rights of creditors or make settlements with them. Otherwise,
the company may not be liquidated unless a resolution of the complaint
shall be issued with regard to the registering of company insolvency in
accordance with the creditors' or company's request as per the Companies
Act.
If the Company shall be wound up the liquidator may, with the sanction
of an extraordinary resolution of the Company and any other sanction
required by the Act, divide amongst the members in specie or kind the
whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may, for such purpose set such
value as he deems fair upon any property to be divided as aforesaid and
may determine how such division shall be carried out as between the
members or difference classes of members. The liquidator may, with the
like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories as the liquidator, with the
like sanction, shall think fit, but so that no member shall be compelled to
accept any shares or other securities whereon there is any liability.

INDEMNITY
140. Subject to the provisions of the Act, but without prejudice to any
indemnity to which a Director may otherwise be entitled, every Director or other
officer or Auditor 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 favor or in which he
is acquitted or in connection with any application under section 481 of the Act in
which relief is granted to him by the Court from liability for negligence, default,
breach of trust in relation on the affairs of the Company.

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

Page 35 of 36