THE COMPANIES ACT, 2002

(No. 12 OF 2002)

COMPANY LIMITED BY
SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

MAGNOLIA TANZANIA LIMITED

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

DRAWN BY:
George Joel Mahona (Subscriber)
Mahona & Co. Advocates
P.O Box
11839 Dar Es
Salaam,
TANZANIA.
 THE COMPANIES ACT, 2002
(No. 12 OF 2002)

COMPANY LIMITED BY
SHARES

Memorandum of Association

Of
MAGNOLIA TANZANIA LIMITED

1. The name of the Company is MAGNOLIA TANZANIA LIMITED

2. The registered office of the Company will be situated in Tanzania.

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

3.1To conduct mixed farming which include but not limited animal husbandry,
chicken farming within and outside the United Republic of Tanzania.

3.2To carry on the business as a General Commercial Company as under section 7

(a) and (b) of the Companies Act, 2002 (CAP 212) and accordingly the
company is mandated to carry on any trade or business whatsoever and it has
power to do all such things as are incidental or conducive to the carrying on of
any trade or business by it.

4. The liability of the members is limited.

5. The authorized share capital of the company at the date of registration of this
Memorandum of Association is Tanzania Shillings One Million and Five
Hundred Thousand only (TZS 1,500,000/=) divided into100 (One Hundred)
number of shares valued 15,000 (Fifteen Thousand Tanzanian
Shillings) each with power for the company to increase or reduce such capital
and to divide the shares in the capital for the time being, whether original or
increased, in different classes, and to attach thereto respectively any preferential,
deferred, qualified or special rights, privileges or conditions and so that unless
the conditions of issue shall otherwise expressly declare every issue of shares,
whether preference or otherwise, or any such rights, privileges or conditions
shall not be altered or modified except in accordance with the Articles or
Association registered herewith.

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

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 Names, addresses Number of Signature
and description of shares taken of
subscribers. by each Subscriber.
Subscriber.
CHRISTIAN KUHN
Kniprode street 21, 51
10407 Berlin,
Germany
UPENDO MBORA MBOWE
Dar es Salaam 20
Tanzania

GEORGE JOEL MAHONA

P.O. Box 11839 3
Dar es Salaam
Tanzania
TOTAL 74

DATED at Dar Es Salaam this day of , 2024

Witness to the signatures:

Name: TWARAH YUSUF

Signature:

Qualification: ADVOCATE

Postal Address: 11839 DAR ES SALAAM

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 THE COMPANIES ACT,
2002 (No. 12 OF 2002)

PRIVATE COMPANY LIMITED BY SHARES

Articles of
Association Of
MAGNOLIA TANZANIA LIMITED

1. The regulations in Table "A" in the First Schedule to the Companies Act, 2002 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.

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.

Dividend Dividend and/or bonus.

The expressions "Debenture" and "Debenture holder" shall include "Debenture

Stock" and "Debenture Stockholder", and the expression "Secretary" shall
include a temporary or assistant Secretary and any person appointed by the Directors
to perform any of the duties of the Secretary

Save as aforesaid any words or expressions defined in the Act shall, if not inconsistent
with the subject or context, bear the same meaning in these presents.

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The marginal notes are inserted for convenience only and shall not affect the
construction of these presents.

Words importing the singular number only shall include the plural and the converse shall
also apply.

Words importing males shall include females.

3. The Company is a private company and accordingly:-

(a) The right to transfer shares is restricted in manner hereinafter prescribed.

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

(c) Any invitation to the public to subscribe for any shares or debentures of the
company is prohibited;

(d) The Company shall not have power to issue share warrants to bearer.

SHARE CAPITAL

4. The Share Capital of the Company at the date of registration of these Articles
of Association is Tanzania Shillings One Million and Five Hundred Thousand
only (TZS 1,500,000/=) divided into100 (One Hundred) number of shares
valued 15,000 (Fifteen Thousand Tanzanian Shillings) each.

LOANS BY THE COMPANY

5. No part of the funds of the Company shall be employed in the purchase of or in

loans upon the security of the Company's shares. The Company shall not,
except as authorized by the Act, give any financial assistance for the purpose
of or in connection with any purchase of share in the Company.

RIGHTS OF SHARES HOLDERS

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

any shares or class of shares already issued (which special rights shall not be
modified or abrogated except with such consent or sanction as is provided by
the next in accordance with the following Article) any share in the Company
(whether forming part of the original capital or not) may be issued with such
preferred, deferred or other special rights, or such restrictions, whether in regard
to dividend, return of capital, voting or otherwise, as the Company may from
time to time by ordinary resolution determine, and subject to the provisions of
the Act the Company may issue Preference Shares which are, or which at the
option of the Company are to be, liable to be redeemed.

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 MODIFICATION OF RIGHTS

7. Whenever the capital of the Company is divided into different classes of

shares, the special rights attached to any class may, subject to the provisions of
the Act, be modified or abrogated, either with the consent in writing of the
holders of three-fourths of the issued shares of the class, or with the sanction
of a Special Resolution passed at a separate General Meeting of such holders
(but not otherwise), and may be so modified or abrogated either whilst the
Company is a going concern or during or in contemplation of a winding up. To
every such separate General Meeting all the provisions of these presents
relating to General Meetings of the Company or to the proceedings thereat,
shall mutatis mutandis, apply, except that the necessary quorum shall be two
persons at least holding or representing by proxy one-half in nominal amount of
the issued shares of the class (but so that if at any adjourned meeting of such
holders a quorum as above defined is not present, those Members who are
present shall be a quorum), and that the holders of shares of the class shall, on
a poll, have one vote in respect of every shares of the class held by them
respectively.

SHARES

8. Subject to the provisions of Article 38, unissued shares shall be at the disposal of
the Directors, and they may allot, grant options over, or otherwise dispose of them
to such persons, at such times, and on such terms as they think proper, but so that
no shares shall be issued at a discount, except in accordance with the Act.

9. In addition to all other powers of paying commissions, the Company (or the
Directors on behalf of the Company) may exercise the powers of paying
commissions conferred by 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 Act and the rate of the commission shall not exceed
the rate of ten per cent (10%) of the price at which the shares in respect of
which the commission is paid are issued or an amount equivalent thereto. The
Company (or the Directors on behalf of the Company) may also on any issue of
shares pay such brokerage as may be lawful.

10. Shares may be held in the Company in trust for beneficial owner.

CERTIFICATES

11. Every person whose name is entered as a Member in the Register of Members shall
be entitled without payment to receive within 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 of any one class or several
certificates each for one or more of his shares upon payment of such sum, as
the Directors shall from time to time determine. Every certificate shall be issued
under the Seal. The certificate shall specify the shares or securities to which it
relates and the amount paid up thereon. Provided that the Company shall not
be bound to register more than three persons as the joint holders of any shares
(except in the case of executors of trustees of a deceased Member), and, in
case of a share or shares held jointly by several persons, the Company shall
not be bound to issue more than one certificate therefore, and delivery of a
certificate for a share to

6
 one of several joint holders shall be sufficient delivery to all such holders.

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

renewed on payment of such fee (if any) and on such terms (if any) as to
evidence, indemnity and the payment of out-of pocket expenses of the
Company for investigating evidence, as the Directors think fit.

LIEN

13. The Company shall have a first and paramount lien on every shares for all moneys
(whether presently payable or not) called or payable at a fixed time in respect
of such share; and the Company shall also have a first and paramount lien and
charge on all shares (including fully paid shares) standing registered in the
name of each Member (whether solely or jointly with others) for all the debts
and liabilities of such Member or his estate to the Company and that whether the
same shall have been incurred before or after notice to the Company of any
equitable or other interest in any person other than such Member, and whether
the period for the payment or discharge or the same shall have actually arrived
or not and notwithstanding that the same are joint debts or liabilities of such
Member or his estate and any other person, whether a Member of the
Company or not. The Company's lien (if any) on a share shall extend to all
dividends payable thereon but the Directors may at any time declare any share
to be exempt wholly or partially from the provisions of this Article.

14. The Company may sell, in such manner as the Directors think fit, any share 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 the
sum presently payable, and giving notice of intention to sell in default, shall
have been given to the holder for the time being of the share or the person
entitled by reason of his death or bankruptcy to the shares. For giving 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 such transfer, and he shall not be bound to see to
the application of the purchase money, nor shall his title to the shares be affected
by any irregularity or invalidity in the proceedings in reference to the sale.

15. The net proceeds of such sale after payment of the costs of such sale shall be
applied in or towards payment or satisfaction of the debt or liability in respect
whereof the lien exists, so far as the same is presently payable and any
residue shall (subject to a like lien for debts or liabilities not presently payable as
existed upon the shares prior to the sale) be paid to the person entitled to the
shares at the time of the sale.

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 CALLS ON SHARES

16. The Directors may from time to time make calls upon the Members in respect
of any moneys (whether on account of the amount of the shares or by way of
premium) unpaid on their shares, provided that (except as otherwise fixed by the
conditions of application or allotment) no call on any shares shall exceed one-
fourth of the nominal amount of the share or be payable at less than fourteen
days from the last call, and each Member shall (subject to receiving at
least fourteen 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 Directors may
determine.

17. A call shall be deemed to have been made at the time when the resolution of
the Directors authorizing the call was passed. A call may be made payable by
installments.

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

19. 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 at such rate not exceeding Ten per cent (10%) per annum, as the
Directors may determine, but the Directors shall be at liberty to waive payment
of such interest wholly or in part.

20. Any sum which by the terms of issue of a share becomes payable upon
allotment or at any fixed date, whether on account of the amount of the shares or
by way of premium, shall for all the purposes of these presents 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, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made
and notified.

21. The Directors may from time to time make arrangements on the issue of shares for
a difference between the holders of such shares in the amount of calls to be
paid and in the times of payment.

22. The Directors may, if they think fit, receive from any Member willing to
advance the same, all or any part of the moneys unpaid upon the shares held
by him beyond the sums actually called up thereon as a payment in advance of
calls and such payment in advance of calls shall extinguish, so far as the same
shall extend, the liability upon the shares in respect of which it is advanced,
and upon the moneys so received, or so much thereof as from time to time
exceeds the amount of the calls then made upon the shares in respect of which
it has been received the Company may pay interest at such rate as the
Member paying such sum and the Directors agree upon.

8
 TRANSFER OF SHARES

23. (a) Subject to the restrictions of these presents, all transfers of shares may
be effected by transfer in writing in the usual common form or in
any other form in writing under hand approved by the Directors.

(b) The instrument of transfer of a share shall be in writing and shall be

signed by or on behalf of the transferor and transferee, and the
transferor shall be deemed to remain the holder of the share until
the name of the transferee is entered in the Register of Members in
respect thereof, provided that the Directors may dispense with the
execution of the instrument of transfer by the transferee in any case
in which they think fit in their discretion so to do.

24. The Director may, subject to compliance with the requirements of the
Act as to advertisement, suspend the registration of transfers at such time
and for such periods as they may from time to time determine, but so that
such registration shall not be suspended for more than Thirty days in any
year.

25. All instruments of transfer, which shall be registered, shall be retained by

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

The Directors may decline to recognize any instrument of transfer

unless:-

(a) Such fee, as the Directors may from time to time require, is paid to
the Company in respect thereof; and

(b) The instrument of transfer is deposited at the Office or such other place
as the Director may appoint, 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.

TRANSMISSION OF SHARES

26. In case of the death of a Member the survivors or survivor where the deceased
was a joint holder, and the executors or administrators of the deceased where
he was a sole or only surviving holder shall be the only persons recognized
by the Company as having any title to his shares; but nothing herein
contained shall release the estate of a deceased holder (whether sole or
joint) from any liability in respect of any share solely or jointly held by him.

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

bankruptcy of a Member may, upon such evidence as to his title being
produced as may from time to time be required by the Directors, and subject
as hereinafter provided, either be registered himself as holder of the share
or elect to have some person nominated by him registered as the
transferee thereof.

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28. If the person so becoming entitled shall elect to be registered himself, he shall
deliver or send to the Company a notice in writing signed by him stating
that he so elects. If he shall elect to have his nominee registered, he shall
testify his election by executing to his nominee a transfer of such share. All
the limitations, restrictions and provisions of these presents relating to the
right to transfer and the registration of transfer 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
executed by such Member.

29. A person becoming entitled to a share in consequence of the death or

bankruptcy of a Member shall be entitled to receive and may give a
discharge for all dividends and other moneys payable in respect of the shares,
but he shall not be entitled to receive notice of or to attend or vote at
meetings of the Company or, save as aforesaid, to any of the rights or
privileges of a Member until he shall have become a Member in respect of
the share, and should he fail either to transfer the share or to elect to be
registered as a Member in respect thereof within sixty days of being required
so to do by the Directors, he shall in the case of shares which are fully paid up
be deemed to have elected to be registered as a Member in respect
thereof, and may be registered accordingly.

FORFEITURE OF SHARES

30. If a Member fails to pay the whole or any part of 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 such call or installment remains
unpaid, serve a notice on him requiring payment of so much of the call or
installment as is 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 and all expenses which may have been incurred
by the Company by reason of such non-payment.

31. The notice shall name a further day (not being less than seven days from
the date of the notice) on or before which and the place where 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 and at the place appointed the
shares in respect of which the call was made will be liable to be forfeited.

32.If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which such notice has been given may at any time
thereafter, before payment of all calls and interest and expenses due in
respect thereof has been made, be forfeited by a resolution of the Directors to
that effect. Such forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before forfeiture.

33. When any share has been forfeited in accordance with these presents,
notice of the forfeiture shall forthwith be given to the holder of the share,
or the

1
 person entitled to the share by transmission, as the case may be, and an entry
of such notice having been given and of the forfeiture with the date thereof
shall forthwith be made in the Register of Members opposite to the entry of the
shares; but no forfeiture shall be in any manner invalidated by any
accidental omission or neglect to give such notice or to make such entry as
aforesaid.

34.A forfeited share shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of, either to the person who was, before
forfeiture, the holder thereof or entitled thereto, or to any other person,
upon such terms and in such manner as the Directors shall think fit, and at any
time before a sale, re-allotment or disposition, the forfeiture may be
cancelled on such terms as the Directors think fit. The Directors may if
necessary, authorize some person to transfer a forfeited share to any such
other person as aforesaid.

35. A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares, but shall, not withstanding the forfeiture,
remain liable to pay to the Company all moneys which, at the date of the
forfeiture, were payable by him to the Company in respect of the shares,
with interest thereon as shall be determined by the Directors from the date of
forfeiture until payment, but the Directors may waive payment of such
interest either wholly or in part and the Directors may enforce payment
without any allowance for the value of the shares at the time of forfeiture.

36. A statutory declaration in writing that the declarant is a Director or the

Secretary of the Company, and that a share has been duly forfeited on the
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,
and such declaration and the receipt of the Company for the consideration
(if any) given for the share on the sale, re-allotment or disposal thereof
together with the certificate of proprietorship of the share under seal
delivered to a purchaser or allottee thereof shall (subject to the execution of
a transfer if the same be required) constitute a good title to the share, and
the person to whom the share is sold, reallotted or disposed of, shall be
registered as the holder of the share and shall not be bound to see to the
application of the purchase money (if any) nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale, re-allotment or disposal of the share.

1
 INCREASE OF CAPITAL

37. The Company may from time to time by Ordinary Resolution increase its share
capital by such sum to be divided into shares of such amount, as the resolution
shall prescribe.

38. The Company may by Ordinary Resolution direct that the new shares, or
any of them shall be offered in the first instance, either at par or at a
premium, to the then Members or to the holders of any class of shares for the
time being, in proportion to the number of shares or shares of the class or
group held by them respectively, or make any other provisions as to the
issue of the new shares.

39. All new shares shall be subject to the provisions of these presets with reference
to payment of calls, lien, transfer, transmission, and forfeiture and
otherwise and, unless otherwise provided in accordance with the powers
contained in these presents, shall be Ordinary Shares.

ALTERATIONS OF CAPITAL

40. 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.

(b) 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, and
diminish the amount of its capital by the amount of the shares so
cancelled.

(c) Sub-divide its shares, or any of them, into shares of smaller amount than
is fixed by the Memorandum of Association (subject, nevertheless, to
the provisions of the Act), and so that the resolution whereby any share
is sub-divided may determine that, as between the holders of the shares
resulting from such sub-division, one or more of the shares may
have any such preferred or other special rights over, or may have
such deferred rights, or be subject to any such restrictions as compared
with the others as the Company has power to attach to unissued or
new shares.

And may by Special Resolution:-

(d) Reduce its capital or any capital redemption reserve fund or any
share premium account in any manner authorized by the Act.

41. The Company may by Ordinary Resolution convert any paid-up shares into
stock, and reconvert any stock into paid-up shares of any denomination

42. 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

1
 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.

43. The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company and other matters as if they held the
shares from which the stock arose, but no such privileges 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.
44. Such of the regulations 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".

GENERAL MEETINGS

45. A General Meeting shall be held as the Annual General Meeting once in
every year, at such time (within a period of not more than fifteen months
after the holding of the last preceding Annual General Meeting) and place
as may be determined by the Directors. The General Meetings referred to
in this Article shall be called "Annual General Meetings". All General
Meetings other than Annual General Meetings shall be called "Extraordinary
Meetings".

46.The Directors may call an Extraordinary Meeting whenever they think fit
and shall, on requisition in accordance with the Act, proceed to convene an
Extraordinary Meeting as required by the Act. In the case of Extraordinary
General Meeting called in pursuance of a requisition, unless such meeting shall
have been called by the Directors, no business other than that stated in the
requisition as the objects of the meeting shall be transacted.

NOTICE OF GENERAL MEETINGS

47.All meetings of Members shall be called by twenty-one days' notice in

writing at the least. The notice shall be exclusive of the day on which it is
served or deemed to be served and exclusive of the day for which it is
given, and shall specify the place, the day, and the hour of meeting, and in
case of special business, the general nature of such business (and in the
case of a meeting convened for passing a Special Resolution, the intention
to propose such resolution as a Special Resolution), and shall be given in
manner hereinafter mentioned to such persons as are, under the provisions
herein contained, entitled to receive notices from the Company. With the
consent in writing of all Members entitled to receive notices from the
Company, a meeting may be convened by a shorter notice and in such
manner as such Members may think fit.

48.The accidental omission to give notice to, or the non-receipt of notice by,
any Member, shall not invalidate the proceedings at any General Meeting.

1
 PROCEEDINGS AT GENERAL MEETINGS

49. All business shall be deemed special that is transacted at an Extraordinary

Meeting, and also all business that is transacted at an Annual General
Meeting, with the exception of declaring dividends, the reading and
consideration of the accounts and balance sheet and the ordinary reports
of the Directors and documents required to be annexed to the balance
sheet, the election of directors and appointment of Auditors and other
officers in the place of those retiring by rotation or otherwise, the fixing of the
remuneration of the Auditors and the voting of remuneration or extra
remuneration to the Directors.

50. Any person entitled to be present and vote at a meeting may submit any
resolution or amendment to the meeting, provided that at least five and
not more than fourteen clear days before the day appointed for the
meeting he shall have served upon the Company a notice in writing signed
by him, containing the proposed resolution or amendment and stating his
intention to submit the same.

51. Upon receipt of any such notice as in the last proceeding Article mentioned,
the Secretary shall include in the notice of the meeting in any case where
the notice of intention is received before the notice of the meeting is
issued, and shall in any other case issue as quickly as possible to the Members
notice that such resolution or amendments will be proposed. Any resolution
or amendment of which such notice has not been given shall in the case of
a resolution and may in the case of an amendment be ruled out of order,
and the ruling of the Chairman shall be conclusive.

52. No business shall be transacted at any General Meeting unless a quorum is

present when the meeting proceeds to business; save as herein otherwise
provided two members present in person or by proxy shall be a quorum for all
purposes.

53. If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened on 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 and at such
other time and place as the Directors may determine, and if at such
adjourned meeting a quorum is not present within fifteen minutes from the
time appointed for holding the meeting, the Members present in person or by
proxy shall be a quorum.

54. The Chairman of the Board of Directors if any shall preside as Chairman at
every General Meeting of the Company. If at any meeting the Chairman is
not present within fifteen minutes after the time appointed for holding the
meeting, or be unwilling to act as Chairman, the Members present shall
choose some Director, or if no Director be present, or if all the Directors
present decline to take the chair, they shall choose some Member present
to be Chairman.

1
55. 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 except business which might lawfully have been
transacted at the meeting from which the adjournment took place. When a
meeting is adjourned for fourteen 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.

56. 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 by the Chairman or by at least two
Members present in person or by proxy and entitled to vote, or by a
Member or Members entitled either by reason of their own holding or as
representatives or as proxies, to cast one-tenth or more of the votes which
could be cast in respect of that resolution if all persons entitled to vote
thereon were present at the meeting. Unless a poll is so demanded, a
declaration by the Chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, or not carried, and an entry
to that effect in the minute book 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.

57. If any votes shall be counted which ought not to have been counted, or
might have been rejected, the error shall not vitiate the resolution unless the
same be pointed out at the same meeting, or at any adjournment thereof,
and not in that case unless it shall in the opinion of the Chairman of the
meeting be of sufficient magnitude to vitiate the resolution.

58. If a poll is dully demanded, it shall be taken at such time and in such
manner (including the use of ballot or voting papers or tickets) as the
Chairman may direct, and the result of a poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The Chairman
may in the event of a poll, appoint scrutineers and may adjourn the
meeting to some place and time fixed by him for the purpose of declaring
the result of the poll. The demand for a poll may with the consent of the
Chairman of the meeting be withdrawn.

59. 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.

60. A poll demanded on the election of a Chairman or on a question of

adjournment shall be taken forthwith. No notice need be given of a poll not
taken immediately.

61. The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll has
been demanded.

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 VOTES OF MEMBERS

62. Subject to any special rights or restrictions as to voting attached by or

in accordance with these presents to any class of shares, on a show of
hands every Member who is present in person shall have one vote and on a
poll every member who is present in person or by proxy shall have one
vote for every share of which he is the holder.

63. In the case of joint holders of a share, 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.

64. A Member of unsound mind, or in respect of whom an order has been made
by any Court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee, curator bonis, or other person in the
nature of a committee or curator bonis appointed by such Court, and such
committee, curator bonis or other person may on a poll vote by proxy,
provided that such evidence as the Directors may require of the authority
of the person claiming to vote shall have been deposited at the Office not
less than three days before the time for holding the meeting.

65. No Member shall, unless the Directors otherwise determine, be entitled to vote
at a General Meeting either personally or by proxy, or to exercise any privilege
as a Member unless all calls or other sums presently payable by him in respect
of shares in the Company have been paid.

66. No objection shall be raised to the qualifications 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.

67. Votes may be given either personally or by proxy. On a show of hands a

Member (other than a corporation) present only by proxy shall have no
vote, but a proxy for corporation may vote on a show of hands. A proxy
need not be a Member of the Company.

68 Any corporation which is a Member of the Company may, by resolution of its

directors or other governing body, authorize any person to act as its
representative at any meeting of the Company or of any class of members
of the Company, and such representative shall be entitled to exercise the
same powers on behalf of the corporation which he represent as if he had
been an individual shareholder, including power, when personally present, to
vote on a show of hands.

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69. 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 the common seal or under the hand of an officer
or attorney so authorized.

70. The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy of such
power or authority, shall be deposited at the Office not less than twenty-
four hours before the time appointed for holding the meeting or adjourned
meeting, or in the case of a poll not less than twenty-four hours before the time
appointed for the taking of the poll at which the person named in the
instrument proposes to vote, and in default the instrument of proxy shall not
be treated as valid.

71. An instrument of proxy may be in the usual common form or in such other form
as the Directors shall prescribe. The proxy shall be deemed to include the right
to demand, or join in demanding, a poll, and shall (except and to the extent
to which the proxy is specially directed to vote for or against any proposal)
include power generally to act at the meeting for the Member giving the
proxy. A proxy, whether in the usual or common form or not shall, unless the
contrary is stated thereon, be valid as well for any adjournment of the meeting
as for the meeting to which it relates, and need not be witnessed.

72. 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 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

DIRECTORS

73. Unless and until otherwise determined by the Company in a General

Meeting the Directors shall not be less than two or more than five in
number. The first directors of the Company shall be:-

1. MR. CHRISTIAN KUHN

2. MR. GEORGE JOEL MAHONA

74. The Directors shall be paid out of the funds of the Company by way of
remuneration for their services, such sum as the Company in General Meeting
may from time to time determine. The Directors shall also be paid all
reasonable traveling, hotel and other expenses incurred by them in
connection with attending and returning from Board Meetings or otherwise
in connection with the business of the Company.

75. Any Director who serves on any committee or who devotes special
attention to the business of the Company or who otherwise performs
services which, in the opinion of the Board, are outside the scope of the
ordinary duties of a

1
 Director, may be paid such extra remuneration by way of salary,
percentage of profits or otherwise as the Board may determine, which shall be
charged as part of the Company's ordinary working expenses

76. The office of a Director shall be vacated in any of the following events,
namely:-

(a) If (not being an Executive Director holding office as such for a fixed
term) he resigns his office by writing under his hand left at the
Office.

(b) If he has a receiving order made against him or compounds with his
creditors.

(d) If he be absent from meetings of the Directors for six months without
leave and the Directors resolve that, by reason of such absence, his
office be vacated.

(e) If he be removed from office pursuant to Article 83.

77. A Director may hold any other office or place of profit under the Company
(other than the office of Auditor) and may act in a professional capacity for
the Company in conjunction with his office of Director, on such terms as to
remuneration and otherwise as the Board may determine, and no Director
or intending Director shall be disqualified by his office from contracting
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 arrangement entered into by or on behalf of the
Company in which any Director is in any way interested be liable to be
avoided, 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 relating thereby established, provided that the nature of the
interest of the Director in such contract or proposed contract or
arrangement be declared at the meeting of the Directors at which the
question is first taken into consideration if his interest then exists, or in any
other case at the next meeting of the Directors held after he became
interested. A Director may vote in respect of any contract or arrangement in
which he is interested and be counted in ascertaining whether a quorum is
present, provided that he gives notice of the nature of his interest in any such
contract or arrangement in the same manner as aforesaid. A general notice
sufficient given to the Board by a Director to the effect that he is a member
of or beneficially interested in a specified firm or company and is to be
regarded as interested in any contracts or arrangements which may be
made with that firm or company after the date of such notice shall be
sufficient declaration of interest under this Article.

78. The Directors shall elect from amongst their own body a Chairman of the
Board of Directors on such terms and for such period (subject always to the
provisions of these presents) as they may think fit.
79. Subject to any provisions to the contrary contained in the Act or in these
presents, the Directors may entrust to and confer upon the Chairman and

1
 upon a Director holding any such executive office as aforesaid any of the
powers exercisable by them as Directors upon such terms and conditions
and with such restrictions as they think fit, and either collaterally with or to
the exclusion of their own powers, and may from time to time revoke,
withdraw, alter or vary all or any such powers.

80. The Company in General Meeting may from time to time increase or reduce
the number of Directors.

81. The Director shall by a resolution of the Board 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 Board, but so that the total
number of Directors shall not at any time exceed the maximum number
fixed by or in accordance with these presents.

82. The shareholders may by an extraordinary resolution remove any Director

before the expiration of his period of office, and may appoint another
person in his stead.
POWERS OF DIRECTORS

83. The business of the Company shall be managed by the Directors, who may
exercise all such powers of the Company as are not by the Act or by these
presents required to be exercised by the Company in the General Meeting,
subject nevertheless to any regulations of these presents, to the provisions of
the Act, and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by Special Resolution of the
Company, but no regulation so made by the Company shall invalidate any
prior act of the Directors which would have been valid if such regulation
had not been made. The general powers given by this Article shall not be
limited or restricted by any special authority or power given to the Directors by
any other Article.

84. The Directors may arrange that any branch of the business carried on by
the Company or any other business in which the Company may be interested
shall be carried on by or through one or more subsidiary companies, and
they may on behalf of the Company make such arrangements as they think
advisable for taking the profits or bearing the losses of any branch or business
so carried on or financing, assisting or subsidizing any such subsidiary
company or guaranteeing its contracts, obligations or liabilities and they
may appoint, remove and re-appoint any persons (whether members of
their own body or not) to act as directors, executive Directors or managers of
any such company or any other company in which the Company may be
interested, and may determine the remuneration (whether by way of salary,
commission on profits or otherwise) of any person so appointed, and any
Directors of this Company may retain any remuneration so payable to them.

85. The Directors may from time to time and at any time by power of attorney
under the Seal appoint any company, firm or person or any fluctuating
body of persons, whether nominated directly or indirectly by the Directors, to
be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in
or

1
 exercisable by the Directors under these presents) and for such period and
subject to such conditions as they may think fit, and any such power
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 sub-delegate all or any of the
powers, authorities and discretion vested in him.

86. The Company may exercise the powers conferred by the Act with regard to
having an official seal for use abroad, and such powers shall be vested in
the Directors.

87. The Company, or the Directors on behalf of the Company, may cause to be
kept in any part of the world in which the Company transacts business, a
Branch Register or Registers of Members resident there and the Directors may
(subject to the provisions of the Act) make and vary such regulations as
they may think fit respecting the keeping of any such Register.

BORROWING POWERS
88. The Directors may raise or borrow for the purposes of the Company's business
such sum or sums of money as they may in their absolute discretion think
fit. The Directors may secure the repayment or raise any such sums as
aforesaid by legal or equitable Mortgage or charge upon the whole or any
part of the property and assets of the Company, present and future, including
its uncalled capital, or by the issue at such price as they may think fit, of
debentures and debenture stock either charged upon the whole or any part
of the property and the assets (including its uncalled Capital) of the
Company or not so charged, or in such other way as the Directors may think
expedient.

89. Subject to the provisions of Article 77 of these presents, a Director of

this Company may be or become a director or other officer of, or otherwise
interested in, any company including but not limited to any company
promoted by this Company or in which this Company may be interested as
shareholder or otherwise, and no such Director shall be accountable for any
remuneration or other benefits received by him as director or officer of, or from
his interest in such other company. The Board may also exercise the voting
power conferred by the shares in favor of any resolution appointing it or any of
its number, directors or officers of such other company. Furthermore, any
Director of this Company may vote in favor of the exercise of such voting rights
in manner aforesaid notwithstanding that he may be or be about to
become a director or officer of such other company and as such or in any
other manner is or may be interested in the exercise of such voting rights
in a manner aforesaid.

89. All cheques, promissory notes, bills of exchange, and other negotiable or
transferable 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.

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 PROCEEDINGS OF
DIRECTORS

91. (a) The Directors may meet together for dispatch of business, adjourn and
otherwise regulate their meetings as they think fit. Questions arising at
any meeting shall be determined by a majority of votes; the
Chairman shall have a second or casting vote. A Director may, and
the Secretary on the requisition of a Director shall, at any time,
summon a meeting of the Directors.

(b) Provided that the requisite notices are served upon Directors and
subject to the consent of a majority of such Directors, Directors can
conduct their meetings on telephone, and all meetings so conducted
shall be deemed to have the same status as meetings at which the
Directors have physically convened.

92. The quorum necessary for the transaction of the business of the Directors may
be fixed by the Directors, and unless so fixed at any other number shall be
Two.

93. The continuing Directors may act notwithstanding any vacancies in the Board,
but if and so long as the number of Directors is reduced below the
minimum number fixed by or in accordance with these presents, the
continuing Directors or Director may act for the purpose of filling up
vacancies in the Board or of summoning General Meetings of the Company,
but not for any other purpose. If there be no Directors or Director able or
willing to act, then any shareholder may summon a General Meeting of
shareholders for the purpose of appointing Directors.

94. If at any meeting the Chairman shall be not present within fifteen minutes after
the time appointed for holding the same, the Directors present may choose
one of their number to be Chairman of the meeting.

95. A resolution in writing, signed by all the Directors for the time being, shall
be effective as a resolution passed at a meeting of the Directors duly
convened and held, and may consist of several documents in the like form,
each signed by one or more of the Directors.

96.A meeting of the Directors for the time being, at which a quorum is
present, shall be competent to exercise all powers and discretion for the
time being exercisable by the Directors.

97. Without prejudice and in addition to the Provisions of Article 83, the
Directors may delegate any of their powers to committees consisting of such
number of members of their body as they think fit. Any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on them by the Directors.

98. The meetings and proceedings of any such committee, consisting of two or
more members, shall be governed by the provisions of these presents
regulating the meetings and proceedings of the Directors, so far as the
same

2
 are applicable and are not superseded by any regulations made by the
Directors under the last preceding Article.

99. All acts done by any meeting of Directors, or of a committee of Directors, or by

any person acting as a Director, shall as regards all persons dealing in good
faith with the Company, notwithstanding that there was some defect in the
appointment of any such Director, or person acting as aforesaid, or that
they or any of them were disqualified, or had vacated office or were not
entitled to vote, be as valid as if every such person had been duly
appointed, and was qualified and had continued to be a Director and had
been entitled to vote.

ALTERNATE DIRECTORS

100. Any Director may at any time appoint any person approved by the Board to
be an Alternate Director of the Company and may at any time remove any
Alternate Director so appointed by him from office. An Alternate Director so
appointed shall not be entitled to receive any remuneration from the
Company or to appoint an Alternate, but shall otherwise be subject to the
provisions of these presents with regard to Directors. An alternate Director
shall be entitled to receive notices of all meetings of the Board, and to
attend and vote as a Director at any such meeting at which the Director
appointing him is not personally present, and generally to perform all the
functions of his appointer as a Director in the absence of such appointer.
An Alternate shall ipso facto cease to be an Alternate Director if his
appointer ceases for any reason to be a Director. All appointments and
removals of Alternate Directors shall be effected by writing under the hand of
the Director making or revoking such appointment left at the office.

MINUTES

101. The Directors shall cause proper minutes to be made in books to be

provided for the purpose of all appointments of officers made by the
Directors, of the proceedings of all meetings of Directors and committees
of Directors and of the attendances thereat, and of the proceedings of all
meetings of the Company and all business transacted, resolutions passed
and orders made at such meetings, and any such minute of such meetings
if purporting to be signed by the Chairman of such meeting, or by the
Chairman of the next succeeding meeting of the Company or Directors or
committee, as the case may be, shall be sufficient evidence without any
further proof of the facts therein stated.
THE SEAL

102. The Seal of the Company shall not be affixed to any instrument except by
the authority of a resolution of the Board and shall be so affixed in the
presence of at least one Director and the Secretary or some other person
approved by the Board, both of whom shall sign every instrument to which the
Seal is so affixed in their presence.

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 AUTHENTICATION OF DOCUMENTS

103. Any Director or the Secretary or any person appointed by the Directors for the
purpose shall have power to authenticate any documents affecting the
constitution of the Company (including the Memorandum and Articles of
Association) and any resolutions passed by the Company or the Board, and
any books, records, documents and accounts relating to the business of the
Company, and to certify copies thereof or extracts therefrom as true copies
or extracts, and where any books, records, documents or accounts are else
where than at the Office, the local manager or other officer of the
Company having the custody thereof shall be deemed to be a person
appointed by the Directors as aforesaid.

DIVIDENDS

104. Subject to any special rights as to dividend attached to any new class of
shares in accordance with these presents, the profits of the Company
available for dividend and resolved to be distributed in respect of any
financial year or other period for which the Company's accounts are made
up and submitted to the Company in General Meeting shall be apportioned
and paid to the Members according to the amounts paid on the shares held
by them respectively during any portion or portions of the period in respect
of which the dividend is paid but if any share is issued on terms providing
that it shall rank for dividends as from a particular date, such share shall
rank for dividends accordingly.

105. No dividend shall be payable except out of the profits of the Company, or in
excess of the amount recommended by the Directors.

106. Any General Meeting declaring a dividend may resolve that such dividend
be paid wholly or in part by the distribution of specific assets, and in particular
of paid up shares, debentures or debenture stock of the Company, or paid
up shares, debentures or debenture stock of any other company, or in any one
or more of such ways.

107. If and so far as in the opinion of the Directors the profits of the Company justify
such payments, the Directors may pay to the holders of any class of shares
interim dividends thereon of such amounts and on such dates as they think fit.
108. No unpaid dividend, bonus or interest shall bear interest as against the
Company.

109. The Directors may retain any dividends and bonuses payable on shares on
which the Company has a lien, and may apply the same in or towards
satisfaction of the debts, liabilities or engagements in respect of which the lien
exists.

110. The payment by the Directors of any unclaimed dividend into an unclaimed
dividend account shall not constitute the Company a trustee in respect
thereof, and any dividend unclaimed after a period of twelve years from
the date of declaration of such dividend shall be forfeited and shall revert
to the Company.

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111. If several persons are registered as joint holders of any share any one of them
may give effectual receipts for any dividend or other moneys payable on or
in respect of the share.

RESERVES

112. The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which shall
at the discretion of the Directors be applicable for meeting contingencies or
for the gradual liquidation of any debt or liability of the Company or for
repairing or maintaining the works plant and machinery of the Company or
for special dividends or bonuses or for equalizing dividends or for any other
purposes to which the profits of the Company may properly be 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 think fit. The Directors may divide the
reserve into such special funds as they think fit, and may consolidate into
one fund any special funds or any parts of any special funds into which the
reserve may have been divided as they think fit. The Directors may also
without placing the same to reserve carry forward any profits which they may
think it not prudent to divide.

113. The Directors may establish a reserve to be called the Capital Reserve,
which shall not be available for dividend, but which shall be available to
meet depreciation or contingencies or for repairing, improving, or
maintaining any property of the Company or for such other purposes as the
Directors may in their discretion think conducive to the interests of the
Company, and the Directors may invest the sums standing to the Capital
Reserve in such investments as they think fit, other than shares or stock of
the Company, and may from time to time deal with or vary such investments
and dispose of all or any part thereof with full power to employ the Capital
Reserve in the business of the Company, and that without keeping it
separate from the other assets and with power to divide the said Capital
Reserve into separate accounts or funds if they think fit.

CAPITALIZATION OF PROFITS AND RESERVES

114. The Company in General Meeting may, upon the recommendation of the
Directors, resolve that it is desirable to capitalize any undivided profits of
the Company not required for paying the fixed dividends or Preference
Shares if any (including profits carried and standing to the credit of any
reserve or reserves or other special account), and accordingly that the
Directors be authorized and directed to appropriate the profits resolved to
be capitalized to the Members in the proportions in which such profits
would have been divisible amongst them had the same been applied in
paying dividends instead of being capitalized, and to apply such profits on
their behalf, either in or towards paying up the amounts, if any, for the time
being unpaid on any shares held by such Members respectively, or in
paying up in full unissued shares, debentures or securities of the Company
of a nominal amounts equal

2
 to such profits, such shares, debentures or securities to be allotted and
distributed credited as fully paid up, to and amongst such Members in the
proportion aforesaid, or partly in one way and partly in the other.

ACCOUNTS
115. 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 such receipt and expenditure takes place;

(b) All sales and purchases of goods by the Company; and

(c) The assets and liabilities of the Company.

116. The books of account shall be kept at the Office, or at such other place as
the Directors think fit, and shall always be open to the inspection of the
Directors. No Member (other than a Director) shall have any right of
inspecting any account or book or document of the Company except as
conferred by the Act or authorized by the Directors or by the Company in
General Meeting.

117. The Directors shall once at least in every year lay before the Company in
General Meeting a profit and loss account and a balance sheet containing a
general summary of the capital, the assets, and the liabilities of the Company
arranged under suitable heads, both made up to a date not more than six
months before the meeting.

118. Every such balance sheet as aforesaid shall be signed on behalf of the
Board by two of the Directors, and shall have attached to it a report of the
Directors as to the state of the Company's affairs and the amount which
they recommend to be paid by way of dividend to the Members, and the
amount (if any) which they have carried or propose to carry to the Capital
Reserve, Fund, general reserve or reserve account shown specifically on
the balance sheet or to be shown specifically on a subsequent balance
sheet. The balance sheet shall also have attached or annexed to it, the
Auditors' report and such other documents as the Act may require.

AUDIT

119. The Company shall at each Annual General Meeting appoint an Auditor or
Auditors to hold office until the next ensuing Annual General Meeting. The
Auditor's report shall be read before the Company at the Annual General
Meeting and shall be open to inspection by any Member. The Auditors' duties
shall be regulated in accordance with the Act.

120. No Director or other officer of neither the Company nor any person who is a
partner of or in the employment of an officer of the Company, or any
corporation, shall be capable of being appointed Auditor of the Company.

NOTICES

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121. Any notice or document may be served by the Company on any Member
wherever resident either personally or by fax or telex or by sending it through
the post in a prepaid letter addressed to such Member at his registered
address as appearing in the Register of Members, provided that if such
address is outside Tanzania, such letter shall be sent by air mail. In respect of
joint holdings, all notices shall be given to that one of the joint holders
whose name stands first in the Register of Members, and notice so given
shall be sufficient notice to all the joint holders.

122. Any notice or other document, if sent by telefax or telex shall be deemed to
have been served as soon as the message has been transmitted, and if served
by post, shall be deemed to have been served Ninety-six hours after the letter
containing the same is posted, and in proving such service it shall be sufficient
to prove that the letter containing the notice or document was properly
addressed, stamped and posted.

123. Any notice or document delivered or sent by post to or left at the

registered address of any Member in pursuance of these presents shall,
notwithstanding that such Member be then dead or bankrupt, and whether
or not the Company have notice of his death or bankruptcy, be deemed to
have been duly served in respect of any share registered in the name of such
Member as sole or joint holder, and such service shall for all purposes be
deemed a sufficient service of such notice or document on all persons
interested (whether jointly with or as claiming through or under him) in the
share.

WINDING-UP

124. If the Company shall be wound up (whether the liquidation is voluntary, under
supervision, or by the Court), the liquidator may with the authority of a Special
Resolution, divide among the Members in specie or kind the whole or any part
of the assets of the Company and whether or not the assets shall consist of
property of one kind or shall consist of properties of different kinds and may for
such purpose set such value as he deems fair upon any one or more class
or classes of property and may determine how such division shall be carried
out as between the Members or different classes of Members. The liquidator
may, with the like authority, vest any part of the assets in trustees upon such trusts
for the benefit of Members as the Liquidator with the like authority shall
think fit, and the liquidation of the Company may be closed and the
Company dissolved, but so that no contributory shall be compelled to
accept any shares in respect of which there is a liability.
INDEMNITY
125. Subject to the provisions of the Act every Director, Managing Agent, Auditor,
Manager, Secretary or officer or Servant of the Company shall be entitled
to be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and discharge of his
duties or in relation thereto.

126. No Directors, Managing Agent, Auditor or other officers of the Company

shall be liable for the acts, receipts, neglects or defaults of any other
Director or Officer, or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through the
insufficiency or deficiency

2
 of title to any property acquired by order of the Directors for or on behalf of
the Company, or for the insufficiency or deficiency or any security in or
upon which any of the moneys of the Company shall be invested, or for any
loss or damage arising from the bankruptcy, insolvency or tortuous act of any
person with whom any moneys, securities or effects shall be deposited, or for
any loss occasioned by any error of judgment, omission, default or
oversight on his part, or for any other loss, damages or misfortune
whatsoever which shall happen in relation to the execution of the duties of his
office or in relation

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

Names, addresses Number of Signature

and description of shares of
subscribers. taken by each Subscriber.
Subscriber.
CHRISTIAN KUHN
Kniprode street 21, 51
10407 Berlin,
Germany
UPENDO MBORA MBOWE
Dar es Salaam 20
Tanzania

GEORGE JOEL MAHONA

P.O. Box 11839 3
Dar es Salaam
Tanzania
TOTAL 74

DATED at Dar es Salaam this day of , 2024

Witness to the signatures:

Name: TWARAH YUSUF

Signature:

Qualification: ADVOCATE

Postal Address: 11839 DAR ES SALAAM