THE COMPANIES ACT

ACT NO. 12 OF 2002

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

THE FISHZONE COMPANY LIMITED

Incorporated this 16TH day of November 2023

DRAWN BY:
MLYOMI, MARTIN RAPHAEL
ADVOCATE,
P.O BOX 657,
 MWANZA, TANZANIA

THE COMPANIES ACT 2002

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

THE FISHZONE COMPANY LIMITED

1. Name of the Company is THE FISHZONE COMPANY LIMITED.

2. The registered office of the Company shall be situated at mwanza, Tanzania p.o.
Box 2973, Malimbe, plot No.69 Block D within
3. The objects for which the company is established are:-

(a) To ensure aquaculture by raising all species of fish

(b) To carry business by buying and selling all species of fish around Tanzania
(c) To carry on processing activity involving a range activity including cleaning,
filleting, canning, packaging and storing activity of all species of fish

(d) To conduct scientific and technological programs, research and projects so as to

ensure quality products.

(e) To transport and distribute fish products around consumer’s areas

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 (f) To promote and facilitate aspects of training and management development
dealing with aquaculture of fishing farming.

(g) To own and possess movable and immovable properties by way of purchase,
lease, gift, in exchange or otherwise for the purpose of carrying on the objectives
under this memorandum.

(h) To carry on business by borrowing from registered financial institutions so as to

raise the company’s fund.

(i) To employ qualified professionals and other personnel in connection with the
objectives of this memorandum.

(j) To enter into any arrangement for sharing profits and interest or otherwise, with
any person, government or company carrying on any transaction which this
company is authorized to carry on.

(k) To construct, improve, maintain, develop, any roads, ways, bridges,

watercourses, electric works, shops. Stores and other infrastructures which may
contribute either directly or indirect to reach the company’s objectives.

(l) To comply with the requirements of Laws in Tanzania.

4. The liability of the members is limited.

5. The authorised share capital of the company is Tanzanian Shillings Ten billions
(Tsh10,000,000,000) divided into Ten Thousand shares of one million
(1000,000/=) Shillings per each, and the Company shall have the power to divide
the original or any increased capital into several classes, and the share capital
shall be contributed equally to all shareholder of this Company.

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

S/N. Names, Postal Addresses and Number of Shares Signature &

taken by each Seal/Rubber
Occupations of Members
Members Stamp of
Members

01 MLYOMI, MUTESI SALUMU 3000

P.O.BOX 79664, MWANZA,

TANZANIA

02 MAKOMBE, SHARIFA KASSIM 2000

P.O. BOX 81046. MWANZA,

TANZANIA.

03 TILETWA, MUTAMBUZI WILSON 1000

P.O.BOX 80108, MWANZA,

TANZANIA

04 CHACHA, WILLIAM C 1000

P.O.BOX 79741, MWANZA,

TANZANIA

05 MARTIN, FERENENT MABITI 500

P.O BOX 81056, MWANZA,

TANZANIA

06 KAPINGA, ZENO ZENOBIUS 500

P.O.BOX 81233, MWANZA

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 TANZANIA

07 RAPHAEL REMIGIUS GOSBERT 500

P.O.BOX 80869, MWANZA

TANZANIA

08 WISSA, STEPHEN Y 500

P.O.BOX 80141, MWANZA

TANZANIA

09 MKILIMA SAID SIMON 500

P.OBOX 79995, MWANZA

TANZANIA

10 MWAKIBETE, OBED D 500

P.O.BOX 79650, MWANZA

TANZANIA

Dated this ______ day of _______________, 2023

Witness to the above Signatures:

Full name: _____________________________________

Signature:

Postal Address:

Occupation: _________________________________

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 THE COMPANIES ACT 2002

(CAP 212 OF 2002)

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

THE FISHZONE COMPANY LIMITED.

INTERPRETATION

1. In these Articles unless the context otherwise requires:

“Aquaculture” means the cultivation of fish for human food and trade porpose

“Board of Directors” means a group of directors appointed under this Articles.

“Company” means The Fish zone Company. LTD and all other company formed by
the Companies Act (CAP 212 RE 2002)

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 “Fish farm” a commercial facility for raising aquatic animal for human food

“Fish” an aquatic animal used as human food

“Member” means the registered member of this Company

“Office” means the registered office of this Company

“Person” means all-natural person and legal person in accordance with the written
law of the Tanzania

“Secretary” means a person appointed by the board of director to perform all duties
and functions as expressed by this Articles.

“The Act” means the Companies Act CAP 212 RE 2002

“The articles” means the articles of association of this company;

“The seal” means the common seal of this Company.

“Written laws” Include all act of parliament and subsidiary legislation.

The regulations made herein shall apply to this Company and the regulations
contained in part 1 of Table A will only apply as modified by the following
regulations and if there appears or arise any inconsistency between the provisions of
these regulations and those of Table A the provisions of these regulations herein
shall prevail.
Expressions referring to writing shall, unless the contrary intention appears, be construed
as including references to printing, lithography, photograph, and other modes of
representing or reproducing words in a visible form. Unless the context otherwise
requires, words or expressions contained in these articles shall bear the same meaning as
in the Act or any statutory modification thereof in force at the date at which these articles
become binding on the company

2. The regulations contained in Table “C” in the first schedule to the Act shall not
apply to this Company,

MEMBERSHIP

3. For the purpose to be registration of this Company the number of members is ten
but the Company may from time-to-time register increase the members to the

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 fifty members. For the purpose of this Article the member include person who
hold shares pursuant to the memorandum of association and does not include
people who are employed by the Company.

4. The subscribers to the memorandum of association and such other persons as the
directors shall admit to membership shall be members of the company and shall
be registered in registered office by stating the full name, address, occupation and
number of shares held by member and date which he or she become a member.

5. The member has the following rights, right to vote in any company meeting, right
to participate in any decision making of the company, right to transfer shares, and
right to receive dividend when declared.

6. The person ceases to be a member if one of the following circumstance happen,

when forfeiture of his share, rescission of contract of membership, when he
transfers his shares to another person, death but until the shares are transmitted to
his legal heirs, valid surrender his or her shares to the company, forfeiture of his
shares on non-payment of calls due, and when Court attaching or selling the
share in satisfaction of decree or claim.

7. The liabilities of the members are only to the extent of unpaid up shares they own
in this Company.

BOARD OF DIRECTORS

8. There shall be a board of directors which include the directors appointed subject
to the provision of this Article.

9. (1) The Number of the directors of this Company is three subject to the
requirement of the Act.

(2) For the purpose of management of this Company the following persons shall be
first Directors of this Company: -

1. MLYOMI, MUTESI SALUM

2. MARTIN, FERENENT MABITI

3. MAKOMBE, SHARIFA KASSIM

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10. (1) Subject to the Act, and other written law, no person shall be appointment as
directors of this Company except when he or she has age of majority in
accordance to the law of the State, soundness of mind, he or she own share in this
company, must not be disqualified by any law of the State and must not be
disqualified by Court order, no be criminal liable and he show consent in written
to perform duties of director.

(2) The director shall be appointed by shareholder through general meeting of

this Company and shall be in the office for the term of three years.

11. The remuneration of the directors may be three million (3, 000, 0000 TSH) and
can be from time to time be determined by the Company in general meeting. The
directors shall also be repaid all travelling, and other expenses incurred by them
during the performance of dairy activity of this Company.

12. Subject to the provisions of the Act, the memorandum and the articles, the
directors have the following power and duties

(a) To exercise all the powers of the company, as the Company is authorised by the
Memorandum of Association to excise and do.

(b) To exercise power for proper purpose and not personal interest

(c) The directors may by power of attorney appoint any person to be the attorney or
agent of the company for such purposes.

(d) The director has duty to act honestly and in good faith in what he believes to be
the best interest of the Company.

(e) The director has duty to exercise his dairy company business with care, skill and
diligence.

(f) The director may exercise powers as agent of the company to borrow money, and
to mortgage and to issue debentures, for the purpose of conducting Company
business.

(1) Subject to the provisions of the Act, the memorandum and the articles the
directors may be disqualified to act as director on the following reasons, If he or
she is not of the age of majority, Becomes unsound mind, He or she is
disqualified by the law or order of Court to act as director. He or she becomes

9
 bankrupt. If he or she without consent of the company he conducts unauthorised
business with asserts of the Company for his or her own interest.

(2) Subject to the provision of Act and other Written Law of State, the director
may be liable for fraudulent trading, Criminal Liability, wrongful trading, and
disqualification order.

PROCEEDINGS OF THE BOARD OF DIRECTORS

13. The board of director shall meet at least two times per year. The minutes of the
proceeding for each meeting shall be written and confirmed by signature of the
chairman. Copies of the minutes shall be given to every member of the board of
directors.

14. (1) The members shall appoint their chairman and vice chairman from the board
of directors for only a period of one years

(2) The chairman and vice chairman may be removed from the office if there is any
miss use of authority for the personal interest. The board of director has power to
make removal under this Sub-article.

SECRETARY

1. The Secretary of this Company shall be appointed by the board of directors for
term of one year, at such remuneration of one million and five hundred thousand
(1,500,000 Tsh) and upon such conditions as they may think fit; and any secretary so
appointed may be removed by them.

2. The Secretary of the Company shall have the following duties, includes ensuring
meetings of Company are effective organized and minute, to issue share certificate to
all shareholders, Monitor Compliance of Memorandum and Article of Association,
signing annual return, to monitor Compliance to all other legal requirement,
organized files and preparing company documents, maintain effective records and
administration and other duties and Functions related to secretariat.

GENERAL MEETINGS

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17. (1) The Company shall conduct annual general meeting in each year and shall specify
the meeting as such in the notice calling it; at least by providing the sixty days’ notice
stating the specific date, and time where the annual general meeting should be conducted,
subject to above notice all annual and other meetings shall be conducted at headquarter of
this company situated specifically in conference room of this company

(2) The company shall hold its first annual general meeting within a period of eighteen
months of its incorporation

18. (1) The Company may also conduct extraordinary general meetings which include all
general meetings other than annual general meeting

(2) The directors must call an extraordinary general meeting subject to the Act.

19. (1) Subject to the Article 7(1) of this Article of Association. The general meeting of
member shall be called by sixty clear days’ notice and shall be given to all members.

The notice shall specify the place, the day and hour of meeting and, in case of special
business, the general nature of that business. Only the business on the Agenda shall be
discussed at the general meeting of the Company.

(2). The General meeting is deemed to be valid if its properly convened, the notice is
issued proper and adequate to all members, it is legally constituting and when is
conducted in accordance with the regulations governing the meeting.

ASSETS OF THE COMPANY

15. The assets of Company shall include share capital, company vehicles, fish pond
fish products, machines, cash or money owned by the Company, buildings,
shops, fish butchers of the Company, company and all movable and immovable
properties owned by the Company.

FEES, AND FINANCE AND SHARE CAPITAL

16. Subject to other written law, transportation fees and entrance fees shall be
determined from time to time by the board of directors and shall be paid to the
secretary of this Company.

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17. The finance of this Company will depend on contribution of share Capital by the
Member of this Company, loan capital which provided by financial institution
providers and all assets of this Company.

18. (1) Subject to the Memorandum of this Company, the share capital of this
Company is Tanzanian Shillings Ten billions (Tsh 10,000,000,000) divided into
Ten Thousand shares of one million (1000,000/=) Shillings each.

(2) Subject to the Act, the General Meeting of this Company can pass the
resolution to change the Memorandum and Article of this Company to alter the
share capital of this Company and the company shall issue a notification to all
members of this company, and other person.

19. (1) Subject to the Act, the General meeting can pass resolution to determine the
number of shares to be allotted. Unless the general meetings pass resolution
otherwise the Company can issue only equity share and preference share.

(2) Subject to the Act, the contract Act and other written law, there shall be
standard form contract between the Company and prospective shareholder
involving application and allotment of share.

(3) The prospective shareholder shall comply with all condition and formalities
of acquire share in this Company and after pay his share he allotted the Company
shall register his or share and issue a share certificate subject to the provision of
Act.

20. The Board of director may, from time to time, make calls upon the Members in
respect of any moneys unpaid on their shares and each Member shall, subject to
the Company giving to him at least thirty days’ notice specifying the time or
times and place of 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 Board may determine.

21. (1) Subject to the provisions of the Act, this Article and other written law, The

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 shareholder shall have the right to transfer his share at any time but before that
transfer the shareholder shall issue a Notice not less than thirty days in writing to
all of the Company directors and the all details of prospective transferee.

(2) The Board of director shall notify the members. The chairman shall within
fourteen days call extraordinary meeting to pass resolution to allow the
shareholder to transfer his or her share to the either member or non-member. The
chairman shall notify the shareholder on resolution possessed.

(3) After resolution, the shareholder shall proceed with transfer of share with

prospective shareholder and after all shall notify the director on transfer, and he
shall require to surrender to the Board of director the original and certified copy
of the transfer contract, details of transferee, clearance tax certificate and share
certificate.

(4) Subject to the Act, the Company shall register a new share holder after all
procedure of transfer completed and the document under sub article 3 were
surrender to the board and shall issue a new share certificate.

22. (1) The share shall be transmitted once the shareholder become bankrupt or die
and the procedure for transmission shall be in accordance with Act and other
written laws

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(4) Subject to the Act , the Company shall register a new share holder after all
procedure of transfer completed and the document under sub article 3 were
surrender to the board and shall issue a new share certificate.

23. (1) The share shall be transmitted once the shareholder become bankrupt or die
and the procedure for transmission shall be in accordance with Act and other
written law

(2) Subject to the sub-Article (1) of this Article no transmission under bankrupt
can be done unless the company is served with the copy of judgment or ruling of
competent Court to declare the shareholder is bankrupt.

(3) Subject to the sub Article (1) of this Article no transmission under death can
be done unless and until the applicant serve a Company with the death certificate

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 of shareholder, probate or letter of administration of estate of shareholder, and
consent of beneficiaries if any

ACCOUNT AND AUDIT

24. The Accounts of the company shall be kept sums of money received and
expended by the company and for each matter the receipt and expenditures take
place. The same the Board shall cause proper books account to be kept with
respect of all sales and purchases of goods by the Company; and the assets and
liabilities of the Company. Provided that, the books of account shall be kept at
the registered office of the Company or at such other place or places in Tanzania
as the Board deems fit and shall always be open to the inspection of the
Directors.

25. Auditors shall be appointed and their duties regulated in accordance provisions
under the Companies Act herein referred as Act.

POWERS OF ALTERATION OF ARTICLES

26. These Articles may be amended, repealed, or added by the special resolution
passed by the general meeting of the company of which sixty days’ notice shall
be given and passed by the three fourth of the majority of members of the
company.

THE SEAL OF THE COMPANY

The seal of the company shall only be used or affixed to any instrument or document by
the authority passed by the board of directors in the presence of one member to present
others in the company.

WINDING UP

(1) Subject to the Act, this Company may be wind up either voluntary or through

Court process but before the winding up there shall be passing special resolution by the
company general meeting for voluntary winding up.

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(2) The winding up of this company may be by the reasons stated by the Act and other
good reasons which may be considered by the company after passing resolution through
general meeting.

(1) Every member of the Company shall have the right to get equitable division of the
asserts of Company after winding up of the Company. This right shall be exercised
within the period of six months after winding up of the Company. The member who own
unpaid up share shall not have this right unless and until he or she pay all shares to the
Company. Provided that, the equitable division of the asserts of Company will depend on
the number of shares owned by the member in the Company.

(2) Subject to the provision of sub-Article 1 of Article 33 of this Articles of Association

the division will be done after the satisfaction of all Company’s debt and liabilities are
already paid in full. Though special resolution passed by general meeting the Company
will satisfy that has no any liabilities.

S/N. Names, Postal Addresses and Number of Shares Signature &

taken by each Seal/Rubber
Occupations of Members
Members Stamp of
Members

01 MLYOMI, MUTESI SALUMU 3000

P.O.BOX 79664, MWANZA,

TANZANIA

02 MAKOMBE, SHARIFA KASSIM 2000

P.O. BOX 81046. MWANZA,

TANZANIA.

03 TILETWA, MUTAMBUZI WILSON 1000

P.O.BOX 80108, MWANZA,

TANZANIA

04 CHACHA, WILLIAM C 1000

P.O.BOX 79741, MWANZA,

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 TANZANIA

05 MARTIN, FERENENT MABITI 500

P.O BOX 81056, MWANZA,

TANZANIA

06 KAPINGA, ZENO ZENOBIUS 500

P.O.BOX 81233, MWANZA

TANZANIA

07 RAPHAEL REMIGIUS GOSBERT 500

P.O.BOX 80869, MWANZA

TANZANIA

08 WISSA, STEPHEN Y 500

P.O.BOX 80141, MWANZA

TANZANIA

09 MKILIMA SAID SIMON 500

P.OBOX 79995, MWANZA

TANZANIA

10 MWAKIBETE, OBED D 500

P.O.BOX 79650, MWANZA

TANZANIA

Dated this______________day of _______________________ 2023

WITNESS to the above Signatures: -

Full name: -______________________________________

Signature: __________________________________________

Postal Address: _______________________________________

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Qualification: _________________________________________

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