THE COMPANIES ACT (CAP 212)

______________
COMPANY LIMITED BY SHARE
________________
MEMORANDUM OF ASSOCIATION
OF
KILIMO KWANZA LTD

1. The name of the company is KILIMO KWANZA LTD

2. The registered office of the Company will be situated at Mandela street –
IgomaNyamagana – Mwanza in Tanzania.
3. The share capital of Company is [Tsh 50 millions].
4. The objects for which the Company is established are;
a) To initiate, implement, promote and carry out directly all matters relating to
Agricultural issues, with inclussion irrigation, transportation of agricultural
products, plantation of seeds, seedling and matters ancillary thereto.
b) To encourage, support, organize and facilitate all aspects of training and
extension, management development dealing with Agricultural industry.
c) To adopt means of making known the activities of the Company as may seem
fit so, and in particular by advertising in the press, in radio, cinema or
television, circulars or by printing books and by granting prizes, rewards and
donations.
d) To pay out of the funds of the Company, with which all expenses of and
incidental to its formation and registration and to remunerate any person or
Company for the services rendered in the formation or promotion therein.
e) To use the resources of the Company in the employment and training of
the personal in learning of skills relating to Agriculture and the provision and
the use of buildings, vehicles, equipment of the Company for any form of
engineering studies which have a bearing on the objectives of the Company.
f) To establish or aid in support the establishment of association, institutions,
ruts and Conveniences render to benefit employees or ex-employees of the
Company, the dependents of such persons and to grant pensions to any person
who have or have been at service of the Company and to make payments
regarding insurance to such persons.
g) To recruit, or employ retain qualified professions and other personnel or
such fees or remuneration as maybe expedient.
h) To apply to any Government authorities ,public
bodies,corporations,companirs or persons for and accept grants or money and
land,donations,gifts,and other assistance with a view to promote the objects of
the Company.
i) To establish, equip, maintain, control and manage any associate or
subsidiary station having same objects to those of the Company in any part of
the world as May expedient.
j) To undertake and execute any trusts which maybe conclusive to any of the
objectives of the company.
k) To borrow or reuse any money that may be required by the Company upon
which such terms and upon such security as may be deemed advisable.
l) To pay all expenses preliminary or incidental to the formation of the
Company and its registration.
m) To promote the benefits of the Company its sell and for the interest of
Tanzania.
n) To adhere to all lawful conducts prescribed by the law.
o) To ensure conformity between the Company activities and government
policies in respect to Agricultural activities.
The objects set forth in any sub-clause of this clause shall not be strictly construed, but
literaly interpreted therein, except when the context expressly deems so ,by of in any of way
limited to or restricted by reference to or inference from any other objectives set forth in such
sub-clause or from the terms of any other sub-clause or by the name of such sub-clause.
Non of such sub-clause or object or object therein, specified or the powers thereby conferred
shall be deemed subsidiary or ancillary to the objects or powers thereby conferred shall be
deemed subsidiary or ancillary to the objects or powers mentioned in any other of the powers
and to achieve all or any of the objectives conferred by and provided in any one of more of
sub-clause,(According to the laws).
5. The liability of members is limited by shares.
The income and property of the Company however derived, shall be applied filely towards
the promotion of the objects of the Company as set forth in this memorandum of Association
and no portion thereof shall be paid or transferred directly or indirectly,by way of
divided,gifts,division,bonus or otherwise howsoever by way of profit to any member of
Company PROVIDED that nothing herein shall prevent the payment in.
6. The authorized share capital of the company is Tsh50 millions.
7. In good faith of which reasonable and proper remuneration to any officer member or
servant of the Company, inreturn for the service rendered to the company or for any material,
labour, or the payment of interest at the reasonable rate on money lent or the payment of a
reasonable and proper rent for premises demised or let by any member to the company.
Provided that no member of the Company shall be appointed to any salaried office; and that
no remuneration or other benefits in money or in money’s worth shall be made by the
Company any member, except the expenses of ant-of-pockets and interests as aforesaid on
and rent PROVIDED further nothing herein before contained shall prevent any payment of
any Company of which a member of the company maybe a shareholder holding less than
One hundredth of its capital and members shall not be bound to account for any share of
profits they may receive in respect of any such payment PROVIDED ALSO that nothing
herein shall prevent any member of the Company from exercising any process ,and
making ,reusing ,acquiring ,and rending and articles ,and things in an ordinary course of his
business for profit or otherwise under any license or permission in respect of any
undertake ,resulting from the works of the institute.
8. Every member of the Company undertakes to contribute to the assets of the Company in
the event of the same being wound up ,while he is a member ,or within one year after he
ceases to be a member for payment of the debts and liabilities of the Company contracted
before he ceases to be a member and of the cost,charge,and expenses not of the rights of the
contributories among themselves .
9.If upon winding –up or dissolution of the company there remains after the satisfaction of all
debts and liabilities ,any property whatsoever, the same shall be given transferred to
KILIMO KWANZA LTD to be used for similar purposes, and should be the body at the time
 of distribution of the assets not be in existence ,the property shall be given to any
successor ,Company caring out similar conducts for similar purpose ,and should the body at
the time of distribution not be in existence ,the property shall be held in trust for KILIMO
KWANZA LTD.

We, several persons whose names and address are subscribed are desirous of being formed
into a Company in pursuance of this Memorandum and Articles of Association.
Name ,Address, and Percent of shares taken by Signature of subscribers
subscription of subscribers each subscribers
1.SAMWEL BUSA 68%
MWANDA– Chairman
enterprises ,P.O.Box 119
MWANZA

2. AGUSTINO UBAMBA- 18%

email
Agustino73@gmail.com

3.JAMILA SALUM 18%

P.O.Box 119
MWANZA.
Dated this _______ day of _______2024.

Witness for the above signature;

Signature: __________________________
Full name: ________________________________________
Address: __________________________________________
Qualification: _________________________
 INTERPRETATION

Introduction 1. in this Article of Association

“KILIMO KWANZA means a name of a Company.
“Agriculture" the practice of growing crops or raising animals.
"Agriculturalist" someone who is an expert on agriculture and who advises
farmers .
“Seal” means the common seal of the company.
“Secretary” means any person appointed to perform the duties of the
secretary of the company.

Expression used in this regulation referring to writing shall, unless the

contrary intention appears, be construed as including references to
printing, lithography, photography and other modes of representing or
reproducing words in a visible form.
Wherever any provision of this Articles of Association (except a provision
for the appointment of a proxy) requires that a communication as between
the Company its directors or members be effected in writings, the
requirement may be satisfied by communication being in the form of an
electronic record if the person to whom the Communication is given to
him in that form.
Wherever any provision of this Article of Association requires that a
meeting of the Company, its directors, member or committee members be
held, the requirement may be satisfied by the meeting being held by such
lawful electronic means, or in such other lawful manner as maybe agreed
by the Company in general meeting.
Unless the Context otherwise requires, words or expression used in this
Article of Association shall have the same meaning as in the Companies
Act or any other statutory modifications, thereof in force at the date at
which this Article of Association become binding on the Company.
 Private Company
Nature of the 2. The Company is private and accordingly: -
company
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
who, 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 50. Provided that,
where 2 or more persons held one or more shares in the
Company jointly they shall , for the purpose of this
regulation ,be treated as a single member; and
c) any invitation to the public to subscribe for any shares or
debentures of the Company is prohibited.

Share Capital

Issue of 3. Without prejudice to any special rights, previously Conferred on the

shares 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 of
Capital or otherwise as the Company may from time by ordinary
resolution determine.
Terms of shares
4. Subject to Section 49 to 495 of the Act, the Company may issue
shares on the terms that they are, or at the option of the Company or the
holder of the shares are liable; to be redeemed on such terms and in such
manner as may be provided by this Article of Association.
Division of share 5. If at any time the Share Capital is divided into different classes of
Capital by special Shares, the rights attached to any class may, whether or not the Company
resolution is being wound up, be varied with the Consent in writing of the holders of
three forth in nominal values of the issued shares of those Shares of the
Paripassu rights to Class.
holders of shares 6 .The rights Conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly provide

Payment of
Commission
 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 at Paripassu therein.
7. The Company may exercise the powers of paying Commissions
Conferred by Section 46 of the Act, provided that the rate percent 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 10 percent of the price at which the Shares in
respect whereof the same is paid are issued or an amount equal to 10
percent of such price (as the case maybe). 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 maybe lawful.

Recognition of 8. Except as required by law , no person shall be recognized by the

holding Shares Company holding any share upon any trust and the Company shall not be
booed 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 regulations by or by law otherwise provided) any other rights in
respect of any share ,except an absolute right to the entirely thereof in the
registered holder.
9. Every person whose name is entered as a member in the resister of
Entitlement to a members shall be entitled without payment to receive within 2 months
registered member after allotment or lodgment of transfer (or within such other period as the
Condition of issue shall provide) one Certificate for all his shares, or
several Certificates, each for 1 or more of his Shares, upon payment of
Tsh 2500 for every certificate after the first or such less Sum as the
directors from time to time determine. Whereof every certificate shall be
under the Seal of the Company, Seal for, any official seal as prescribed
under the Companies law, to which it relates and the amount paid up
thereon. Provided that, share(s) held jointly by several persons, the
Company shall not be bound to issue more than 1 Certificate, and delivery
of a Certificate for a Share to 1 of several joint holders shall be sufficient
delivery to all such holder.
10. If a Share Certificate be defaced lost or destroyed, it maybe renewed
Deface, lost or
on up on payment of Tsh 2500 same as, directors may from time to time
destroy of Share
determine on such terms (if any) to evidence, and indemnity and the
Certificate
payment of act- of – pocket expenses of the Company of investigation
evidence as the directors think fit so.

LIENS
Lien 11. 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 a
Company shall have also 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 present payable by him or her estate of the Company ,Save,
the directors may at any time declare any share to be wholly or in partly
exempt from the provision on of this Constitution .The Company’s lien ,if
any, on a share shall extend to all dividends payable thereon.
Sell of Shares 12. The Company may sell, in such manner as directors may think it fits
so, any shares on which the Company has a lien ,but no sell shall be made
unless the Sum in respect of which the lien exists in presently payable ,nor
until the expiration of 14 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 persons entitled thereto by reason of
his death or bankrupt.
13. To give effect to any such sale, the directors may authorize same
Authorization on
persons to transfer the Share(s) Sold to the purchaser thereof. The
shares by directors
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 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.

Authorization of sale 14. The proceeds of the sale shall be received by the Company and
by directors 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 up on the shares before
the sale) be paid to the person entitled to the Shares at date of the sale.

Calls on Share

Persons to make calls 15. The directors may make Calls up on the members in respect of any
of share unpaid moneys on their shares (whether on the account of the nominal
values of the share(s) or by way of Conditions of allotment thereof made
payable at fixed times. Each member shall (subject to receiving at least 14
days’ notice specifying the time or times and place of payment) pay the
Company at the time or times and place so specified the amount called on
his shares. A Call maybe revoked or postponed as the directors may
determine via the reasons prescribed by the law.
Period of a Call 16. A Call shall be deemed to have been made at the time when the
of Share resolution of the directors authorizing the Call was passed and maybe
required to be paid by installments.
.

Interest on Sum 18. If a Sum is Called in respect of a share is not paid before or on the
which is not paid 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 to the
time of actual payment at such rate not exceeding 10 percent per annum as
the directors may think fit so, save the directors shall be at liberty to waive
payment of such interest whether it be wholly or party.

Terms on payable 19. Any Sum which by the terms of issue a share becomes payable on
issues of share allotment or at any fixed date ,whether on the account of the nominal
value of the share or by the way of premium shall for the purpose of this
Article , 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-payable ,all the relevant provision of this regulations as to payment of
interest and expenses, forfeiture or otherwise shall had become payable by
virtue of a Call duly made and notified.
Amount of Calls and 20. The directors may on the issue holders as to the amount of Calls to be
time of payment paid and at times of payment.

Consent of directors of 21. The directors may, if they think fit so, receive from any member
a member willing to willing to advance the same, all or any part of the moneys uncalled and
sell share 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 net exceeding(unless the Company in
general meeting shall otherwise direct) 8%(percent) per annum, as maybe
agreed upon between the directors and the member paying such Sum in
advance.

Transfer of Shares

Instrument, 22. The instrument of transfer of any share Shall be executed by or on

execution of behalf of the transferor, and transferee, and the transferor shall be deemed
transfer of share to remain a holder of the Share until the name of the transferee is entered
in the register of members in respect thereof.

Mode of transfer of 23. Subject to such of the restrictions of these regulations as maybe
share applicable, any of his Shares by instrument in writing in any usual or
common form or any other from which the directors may approve.
Refusal of transfer of
shares
 24. The directors may, in their absolute discretion and without assigning
any transfer of any Share.
Refusal of recognition 25. The directors may also decline to recognize any instrument of
of instrument of transfer of: -
transfer of shares
a) a fee of $ 5 or such less lesser sum as the directors may from time
to time requires in respect of the transfer; and
b) The instrument of transfer is not accompanied by the Certificate of
the Shares to which it relates, or such other evidence as the
directors may reasonably require showing the right of the
transferor to make the transfer.

Notice on refusal of 26. If the directors refuse to register a transfer they shall within 2 months
transfer of shares after the date on which the transfer was lodged with the Company send to
the transferor and transferee notice of refusal.

Suspension of a 27. The registration of transfers may be suspended at such times and for
registration of such period as the directors may from time to time determine, provided
transfer of shares always that such registration shall not be suspended in any year for more
than 30 days on where the period for closing the register of members is
extended in respect of that year.

Fee on registration of 28. The Company Shall be entitled to Charge a fee not exceeding $ on
a member the registration of every probate, letters of Administration, Certificate of
Death or marriage, Power of Attorney, or other instrument against a
member in the register of members.

Transmission on of Shares
Recognition of 29. In Case the death of the member, the Survivor or Survivors where the
transmission of shares deceased was a joint holder, and the Legal personal representatives of the
by death deceased where he was a Sole holder, shall be only persons recognized by
the Company as having any title to his interest in the Shares; but nothing
herein contained shall release the estate of the deceased joint holder from
any liability in respect of any share which had been jointly held by him
with other persons.
30. Any person becoming entitled to Share in Consequence of the death
Entitlement of share
or bankrupt of a member may, upon such evidence be produced ,as from
in Consequence of
time to time properly be required by directors ,and subject to herein after
death or bankrupt
provided ,elect either for himself to be registered as a holder of the
Share ,or to have some persons nominated by him registered as a
transferee thereof ,but the directors Shall, in either Case ,have the same
right to decline or suspend registration as they would have had in Case of
 a transfer of the Share by that member before his death or bankrupt ,as the
Case maybe.

Requirement for a 31. If the person so becoming entitled shall elect for him to be registered,
person to be he shall deliver or send to the Company a notice in writing signed by him
transmitted the stating that he so elects. If he shall elect to have another person registered,
shares he shall testify his election by executing to that persona transfer of the
Share. All the limitation, restriction relating to the right to transfer and the
registration of transfers and the registration of transfers of Shares shall be
applicable to any such notice or transfer as aforesaid as if the death or
bankrupt of the member had not occurred and the notice or transfer were a
transfer signed by that member.
Entitlement of
32. A person becoming entitled to a share by reason of the death or
dividend to a member
bankrupt of the holder shall be entitled to the same dividends and other
entitled to share in
advantages to which he would be entitled if he were the registered holder
Consequence of death
of the share, except that he shall not before being registered as a member
or bankrupt
in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meeting of the Company.
Provided always that the directors may at time to time give notice
requiring any such person to elect either to be registered himself or to
transfer the share, and if the notice is not complied with within 90 days,
the directors may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share until the requirements of the
notice have been complied with.
Right of transmission 33. Any person to whom the right to any shares in the Company has
by operation of law been transmitted by operation of the law shall, if the directors refuse to
register the transfer, be entitled to call on the directors to furnish within 28
days a statement of the reason for the refusal.

Forfeiture of Shares
Failure to pay or 34. If a member fails to pay any call or installment of a call on the day
install Calls 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 a payment of so much of the call or
installment as is paid, together with any interest which may have accured.

Notice to forfeiture 35. The notice shall name the full day (not earlier than the expiration
shares of 14 days from the date of the 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.
Failure to fulfill the 36. If the requirements of any such notice as aforesaid are not
requirements of the complied with, any share in respect of which the notice has been given
notice 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.

Sell or disposition of 37. A forfeited share may be sold or otherwise disposed of on such
a forfeited share terms and in such manner as the directors think fit, and at any time before
a sale or disposition, the forfeiture may be cancelled on such terms as the
directors think fit.

Consequences of 38. A person whose shares have been forfeited shall cease to be a
forfeiture of share to member in respect of the forfeited shares, but shall, not withstanding,
the member remain liable to pay 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 a Company shall have received
payment in full of all such moneys in respect of the shares.

Declaration of a 39. A stator declaration in writing that the declaration in writing that
forfeited share the declaring is a director or secretary of the Company and that a share in
a Company has been dully 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. 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 favour of the person to whom
the share is sold or disposed of and he shall there upon be registered as the
holder of the share and shall not be bound to see the application to the
purchase money, if any, nor shall his title to the share be affected by
irregularity or invalidity in the proceedings in reference to the forfeiture,
sale or disposal of the share.

Application to 40. The provisions of these regulations as to forfeiture shall apply in

forfeiture of Shares the case of non-payment of any sum which, by the terms of issue of a
share, becomes payable at a fixed time, whether an 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 dully made and notified.

Alteration of Capital
Increase of Share 41. The Company may from time to time to time by Ordinary resolution
Capital by increase the share Capital by such sum, to be divided into Shares of such
ordinary amount, as the resolution shall prescribe.
resolution
Consolidation sub- 42. The Company may by ordinary resolution:-
divide or Cancel of
share by Ordinary
resolution
 a) Consolidate and divide all or any of its Share Capital into
share of larger amount than its existing shares;
b) Sub-divide its existing shares ,or any of them ,into shares of
smaller amount than is fixed by the memorandum of
association Subject ,never the less to the provision of the
Companies 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.

Reduction, redemption 43. The Company may by special resolution reduce its Share Capital ,any
or resource of Share Capital redemption reserve fund or any share premium account in any
Capital by special manner and with ,and Subject to ,any incident authorized ,and Consent
resolution required ,by law.

Purchase of Own Shares

Purchase of Shares 44. Subject to the relevant provision of the Companies Act regarding
redemption and purchase of Shares, the Company may purchase its own
shares (including any redeemable shares)

Payment or 45. Subject to the relevant provision of the Companies Act regarding
redemption of shares redemption and purchase of shares, the Company may make payment in
respect of the redemption or purchase of its own shares otherwise than out
of the distributable profits of the Company or the proceedings of a fresh
issue of shares.

Redemption, purchase 46. Subject to the relevant provision of the Companies Act on
of share out of or redemption and purchase of Shares ,the Company may make such
otherwise out of the redemption or purchase either out of or otherwise than out of the
profits of the distributable profits of the Company or the proceeds of a fresh issue of
Company shares . The Company may also make such redemption or purchase in
order to:-
a) Settle or Compromise a debt or claim;
b) Eliminate a fractional share or fractional entitlement or an
odd lot of Shares.
c) Fulfil an agreement in which the Company has an
option ,or under which the Company is obliged , to
purchase Shares under an employee share scheme which
had previously been approved by the Company in general
meeting ;or
d) Comply with an order to the Court.
 Allotment of Shares
Directors to allot Shares 47. The directors should not exercise any power Conferred on them to
allot Shares in the Company without the prior approved of the Company in
general meeting where such approval is required by the Companies Act.

General Meetings
Annual and Extraordinary general meetings
General meetings 48. Subject to the provisions of the Companies Act, the Company shall in
each year hold a general meeting and its annual general meeting in
addition to any other meetings in that year and shall specify the meeting as
such in the notice Calling it; and not more than 15 month shall elapse
between the date of one annual general meeting of the Company and that
of the next. Provided that, so long as the Company holds its first general
meeting within 18 month of its incorporation. It needs not to 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.
General meetings other 49. All general meetings other than annual general meetings shall be
than annual general called extraordinary general meetings.
meeting
Meetings of class of 50. The provision of Articles relating to general meetings apply, with any
shares necessary modifications, to meetings of the holder of any Class of Shares.

Convenient of 51. The directors may ,whether think fit, Convene an extraordinary
extraordinary general meeting, and an extraordinary general meetings shall also be
meetings Convened on such requisition or in default ,may be Convened by such
requisitionists ,as provided by the law ,if at any time there are not
sufficient directors Capable of acting to form a quorum of the Board of
directors ,any director or any two (2) members of the Company may
Convene an extraordinary general meeting in the Same manner as nearly
as that in which meetings may be Convened by the directors.
Validity of a
resolution at a 52. A resolution in writing signed by all members for time being entitled
general meeting to receive notice of and to attend and vote at general meeting (or being
Corporations ,by a directors thereof or by their duly authorized
representative) in accordance with the provisions of Companies Act ,shall
be as valid and effectual as a resolution passed at a general meeting, duly
Convened and held on the date on which it was signed by the last member
to sign .Such a resolution may Consist of Several documents which
 accurately state the terms of the resolution, each signed by one or more
relevant members.
Performance of a 53. If the Company has only one member and that member takes any
member on behalf of decision that may be taken by the Company in general meeting, that
the Company member shall (unless that decision is taken by way of a written resolution
agreed in accordance with the provisions of the Companies Act) provide
the Company with a written record of the decision such written record
shall be sufficient evidence of the evidence having been taken by the
member
Notice of General Meetings
Notice to call for 54. An annual general meeting and a meeting Called for the passing of a
general meeting special resolution shall be Called by 21 days notice in writing at the
least ,and the meeting of the Company other than an annual general
meeting or meeting for the passing of a special resolution Shall be Called
by 14 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 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 that
business ,and shall be given ,in manner hereinafter mentionable or in such
other manner ,if any ,as may be prescribed by the Company in general
meetings, 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 this Constitution, be
deemed to have been duly Called if it is so, agreed:-
a) In the Case of a meeting Called as the annual general
meeting, by all the members entitled to attend and vote
thereat;and
b) In the Case of any other meeting ,by a majority in number
of members having a right to attend and vote at the meeting,
being a majority together holding not less than 95 percent in
nominal value of shares giving that right .
Proceedings of the 55. The accidental omission to give notice of a meeting to or the non-
meeting without receipt of notice of a meeting by, any person entitled to receive notice
received of notice shall not invalidate the proceeding at that meeting.

Proceedings at General Meetings

Business transacted in
ordinary and annual
general meetings
 56. All business shall be deemed special that is transacted at an ordinary
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
Business to be of, and the fixing of remuneration of the auditors.
transacted during 57. No business shall be transacted at any general meeting unless the
general meeting requisite quorum of members is present at the Commencement of the
business ,provided that the absence of a quorum shall not preclude the
appointment ,choice or selection of a chairman ,save as herein otherwise
provided ,the quorum for all general meetings shall be two members
present in person or by proxy and entitled to vote .If the Company has
only one member ,that member presents in person or by proxy shall be the
quorum of general meeting of the Company.

Dissolve of meeting 58. 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 and time or 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 member or members present shall be a
quorum.

Eligibility of 59. The Chairman, if any, of the board of directors shall preside as
Chairman during the Chairman at every general meetings of the Company .The directors may
meeting determine the period for which the Chairman is to hold the office, and
unless otherwise determined, the Chairman shall be elected annually. If
there is no such chairmanning of the meeting, if no director in presence or
if all the directors present decline to take the Chair, the members present
shall choose one of their number to be chairman of the meeting.
Adjournment of a 60. The Chairman may ,with the Consent of any meeting at which a
meeting at the option quorum is present (and shall if so directed by the meeting)adjourn the
of the Chairman meeting from time to time and from place to the business to be transacted
at an adjourned meeting.
Mode of decision in 61. At any general meeting ,a resolution put to the vote of the meeting
passing resolution shall be decided on a show of hands unless a poll is (before or on the
during meetings declaration of the result of the show of hands )demanded:-
a) By the Chairman; or
b) By at least two (2)members present in persons or by
proxy ;or
 c) By a member or members present in person or by proxy and
representing not less than one –tenth of the total rights of all
the members having the right to vote at the meeting; or
d) By a member or members holding shares in a 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 deemed,a declaration by the Chairman that a
resolution has on a show of hands been carried or carried anonymously ,or
by a particular majority , or last and an entry to show 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.
The demand for a poll may be withdrawn.
Except as provided, if a poll is dully 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.

Casting vote 62. 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 demanded shall be entitled to a Second or
Casting vote.

Demand of poll 63. A poll demanded on the election of a Chairman or on a question of

adjournment shall be taken forthwith .A poll demanded or 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 proceeded with pending the taking of the poll.

Votes of members
Member’s 64. Subject to any rights or restrictions for the time being attached to any
entitlement to vote class or classes of Shares, on a show of hands every member present in
person or by proxy shall have 1 vote, and on a poll every member shall
have 1 vote for each share of which he is the holder.

Joint holder vote 65. 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

Members who
are minor to
 the votes of the joint holders; and for this purpose ,seniority shall be
determined by the order in which the names stand in the register of
members.
66. A member of unsound mind, or in respect of whom an order has been
made by any Court having jurisdiction on lunacy ,may vote, whether on a
show or on a poll ,by his Committee ,receiver, legal guardian or other
person in the nature of a Committee ,receiver or legal guardian appointed
by the Court ,and such Committee ,receiver ,legal guardian or other person
may on a poll vote by proxy.
Restrictions to vote 67. No member shall be entitled to vote at any general meeting unless all
Calls or other sum presently payable by him in respect of shares in the
Company have been paid.
Objections to a 68. No objection shall be raised to the qualification of any voter except at
qualified voter 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.
Mode to deliver 69. On a poll, vote may be given either personally or by proxy.
votes
An instrument to 70. The instrument appointing a proxy shall be in writing under the hand
appoint a proxy 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.
An instrument to 71. The instrument appointing a proxy and the power of attorney or other
appoint a proxy by authority, if any, under which it is signed, or a naturally certified copy of
power of attorney that power or authority, shall be deposited at the registered office of the
company or at such other place within Tanzania as is specified for that
purpose in the notice convening the meeting, not less than 48 hours before
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 less than 24 hours before the time appointed for the taking of poll, and
in default the instrument of proxy shall not be treated as valid.

Form of an 72. An instrument appointing a proxy shall be in the following firm or a

instrument to firm as near there to as circumstances admits.
appoint a proxy

“[ ] limited
 I/We, of [ ] being a member /members of the above
named
Company, here by appoint [ ], or failing him [
] of [ ], as my/our proxy to vote for me/us on my /our behalf
at the [annual or extraordinary, as the case may be] general meeting of the
company to be hold on the [ ] day of [ ] and at any adjournment
hereof.
Signed this [ ] day of [ ]

Form of an
instrument to 73. Where it is desired to afford members an opportunity of voting for or
appoint a proxy by against a resolution the instrument appointing a proxy shall be in the
desire, to afford a following firm or a firm as near there to as circumstance admit.
member by
opportunity
“[ ] limited
I/We, of [ ] being a member /members of the above
named company, here by appoint [ ] of
[ ] or failing him
[ ] of [ ], as my/our proxy to vote for me/us
on my /our behalf at the [annual or extraordinary, as the case may be]
general meeting of the company to be hold on the [ ] day of
[ ] and at any adjournment thereof.
Signed this [ ] day of [ ]

Conferment of an
74. The instrument appointing a proxy shall be deemed to confer
instrument to
authority to demand or join in demanding a poll.
appoint a proxy

Validity of a vote 75. A vote given in accordance with the terms of an instrument of proxy
of an instrument shall be valid notwithstanding the previous death or insanity of the
to appoint a principal or revocation of the proxy or of the authority under which the
proxy proxy was executed, or the transfer of the share in respect of which the
proxy is given, provided that no information in writing of such death,
insanity revocation.

Directors
 Number of Directors and remunerations
Number of
76. Unless the company in general meeting shall determine a higher
directors
number, the minimum number of directors shall not be less than one and
shall be no maximum number of directors. The first director’s ae the
persons named as the directors in this incorporation from submitted in
respect of the company pursuant to the companies Act.

Entitlement to the 77. The directors shall be entitled to receive by way of fees fro their
directors services as directors such sum and on such terms as the company in
general meeting may from time to time determine. Any fees payable
pursuant to this Article shall be district from any salary, remuneration or
other accounts payable to a director pursuant to any other provisios of
these Article. The directors may also be paid sich reasonable expenses as
he may incuer in attending and returning from the meeting of the directors
or of any committee of the directors or general meetings or meetings of
any class of members of the company or otherwise in connection with the
business of the company.

Residence of 78. A director shall not be required to reside in Mwanza or hold any share
director in the company by way of qualification.

Director’s 79. A director of the company may be or become a director or other

partnership to other officer of, or otherwise interested in, any company promoted by the
organization company or in which the company may be interested as member or
otherwise, and, subject to the companies Act, 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.

Powers and duties 80. Subject to the provision of the companies Act, the memorandum and
of directors to a Articles and to any directors given by special resolution, the business and
Company affairs of the company shall be managed by the directors, who may
exercise all the powers of the company. No altraction of the memorandum
or Articles and no such direction shall invalidate any prior act of the
directors which would have been valid if that alteration had not been made
or that direction had not been given. The powers given by this regulation
shall not be limited by any special power given to the directors by the
 Articles, and a meeting of the directors at which a quorum is present may
exercise all powers exercisable by the directors.

Absence of a
81. A director who is about to leave Mwanza or is absent from Mwanza
director
or is otherwise unable to attend meetings of directors may give the
company notice of his appointment of any person (to include another
director) to be his alternate. The notice must identify the proposed
alternate, and contain a statement signed by the proposed alternate that the
proposed alternate is willing to act as the alternate of the director giving
the notice, such appointment, unless previously approved by the directors,
shall have effect only upon and subject to being so approved by the
directors, but no such approval shall be required where another director is
appointed as alternate. An alternate director shall be entitled to receive
notice of meetings of directors and shall be entitled to attend and vote as a
director at any such meeting at which the director appointing him is not
personally present (so that such vote shall be in addition to any other vote
to which such person may be entitled in his own right) and generally at
such meeting to perform all functions of his appointer as a director.
Save as otherwise provided in the regulations an alternate director shall be
deemed for all purposes to be a director and shall be deemed to be agent of
the director appointing him.

The alternate director 82. The appointment of an alternate director shall terminate when the
director appointing him revokes his appointment or ceases for any reason
to be a director, as if the alternate director is not another director of the
company the approval of the directors to his appointment is withdrawn.
Any appointment or revocation under the regulation shall be effected by
notice in writing under the hand of the director and ladged at the office, or
delivered at a meeting of the directors.

Appointment of a 83. If the company has only one member and that member is also the sole
reserve director director, the company may in general meeting and not withstanding
anything in this regulation, nominate a natural person who has attained the
age of 18 year as a reserve directors of the company, to act in the place of
the sole director in the event of his death.

Full powers of a 84. If the company has only one director, that director shall have full
director power to represent and act for the company in all matters. He may take
 any decision that may be taken by way of resolution taken shall have
effect as if passed as resolution in a meeting of the directors. In minutes of
meeting, the director shall provide the company with a record in writing
and sign a note or memorandum of all the decisions so taken pursuant to
the provisions of the companies Act such a note or memorandum shall
constitute sufficient evidence of the decision having been taken by the
director.

Directors to exercise 85. The directors may exercise all the powers of the company to burrow
powers in Company money and to mortgage or charge its undertaking, property and uncalled
capital, and to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the company or of
any third part.

Directors to 86. The directors may from time to time at any time by power of attorney
appoint Attorney of appoint any company, firm or person or body of persons, whether
the Company nominated directly or indirectly by the directors, to be the attorneys of the
company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the directors
under this regulation) and for such period and subject to such conditions as
they may ( subject to the previous of these Articles) think fit respecting the
keeping of any.

Payment by directors 87. (1) A director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract (being a contract of signature
in relation to the company’s business) with the company shall, if his
interest in the contract or proposed contract is material, declare the nature
of his interest at the earliest meeting of the directors in accordance with
the previous of the companies Act.
(2) A director shall not vote in respect of any such contract or
arrangement in which he is so interested, and if he shall do so, his
vote shall not be counted, nor shall be counted in the quorum
present at the meeting. However, a director may vote in respect of
the following contract or arrangement in which he is interested –
(a) Any agreement for giving any director any security or
indemnity in respect of money Lent by him to or obligations
undertaken by him for the benefit of the company; or
(b) Any arrangement for the giving by the company of any security
to a third party in respect Of a debt or obligation of the company
for which the director himself has assumed responsibility in whole
or part under a guarantee or indemnity or by the deposit of a
security; or
(c) Any contract by a director to subscribe for or underwrite shares
or debentures of the company; or
(d) any contract or arrangement with any other company in which
he is interested only as an officer of the company or as holder of
shares or other securities.
Save as, these prohibitions may at any time be suspended or
relaxed to any extent, and either generally or in respect of any
particular contract, arrangement or transaction, by the company in
general meeting.
(3) A director may held any other office or place of profit under
the company (other than the office of auditor, or if the company
has only one director, the sectary of the company) in injunction
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 as intending director shall be disqualified by his office
from contracting with the company either with regard to his
tendered of any such other office or place of profit or as vender,
purchase or otherwise, or 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
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 judiciary relation thereby established.

(4) 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 the company or whereat the terms of any such
appointment are arranged, and he may vote on any such
appointment or arrangement other than his own appointment or the
arrangement of the terms thereof.

(5) Any director who may himself or by his firm act in a

professional capacity for the company (except that of auditors of
 the company), or who otherwise performs services which in the
option of the directors are outside the scope of the ordinary duties
of a director, may be paid such extra remuneration act of the funds
of the company (by way of salary commission or otherwise as the
directors may determine).

Directors to Cause 88. The directors (other than an alternate director who is not another
minutes director of the company) shall cause minutes to be made in books
provide3d for the purpose-
(a) Of all appointments of officers made by the director;
(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 directory
(including an alternate director) present at any meeting of directors or
committee of directors shall sign his name in a book to be kept for that
purpose.

Payment by 89. The directors, on behalf of the company, may pay a gratuity or pension or
directors allowance on retirement to any director who has held any other salaried office or
place of profit with the company or to the directors spouse or dependants and may
make contributions to any fund and pay premiums for the purchase or provisions
of any such gratuity, pension or allowance.

Disqualification of Directors
Director to 90. The office of director shall be vacated if the director-
vacate his
office (a) becomes prohibited by the law from acting as a director or ceases to be
qualified to act as a director’; or
(b) Resigns by notice in writing delivered to the company or if he submits his
resignation to a meeting of the directors and the directors resolve to
accept the same; or
(c) becomes bankrupt or makes any arrangements or composition with his
creditors generally; or
(d) is of unsound mind and the directors resolve that his office be vacated; or
 (e) without permission, absent himself from the meeting of directors for a
continuous period of 6 months, or if an alternate director is appointed, his
alternate fails to attend in his stead, and the directors pass a resolution
that his office be vacated by reason of such absence; or
(f) is removed from office by an ordinary resolution; or
(g) is convicted of an indictable offence.

Appointment and removal of Directors.

Appointment 91. The directors shall have power at any time, and from time to time, to
of directors by appoint any person to be a director, either to fill a casual vacancy or as an
board of additional director provided that any director so as appointed shall held
directors office only until the conclusion of the next following annual general
meeting, and shall then be eligible for re-election.

Removal of a 92. The company may by ordinary resolution remove any director before the
director expiration of his period of office notwithstanding anything in these
constitutions or in any agreement between the company and such director.
Such removal shall be without prejudice to any claim such director may have
for damages for breach of any contact of service between him and the
company.

Replacement of 93. The company may by ordinary resolution appoint another person in place of a
a director director for the prescription of the law.

Managing Director
Appointment 94. The directors may from time to time appoint one or more of their body to the
of a managing office of managing director for such period and on such terms as they think fit,
director and, subject to the terms of any agreement entered into in any particular case, may
revoke such appointment.
Remuneration
s to managing 95. A managing director shall receive such remuneration (whether by way of
director salary, commission or participation in profits, or partly in one way and partly in
another) as the directors may determine.
Conferment of 96. The directors may entrust to and confer upon a managing director any of the
powers by powers exercisable by them upon such terms and conditions and with such
directors to a restrictions as they may think fit, and either collaterally with or to the exclusion of
managing their own powers and may from time to time revoke, withdraw, alter or vary all
director any of such powers.

The seal
Seal 97. The directors shall provide for the safe custody of the seal, which shall only
be affixed to any instrument by the authority of the directors or of a committee of
the directors authorized by the directors in that behalf, and every instrument to
which the seal shall be affixed shall be signed by such person or persons from
time to time appointed for the purpose by the board of directors. Every instrument
executed in the manner provided herein and required to be sealed with the seal of
the company shall be deemed to be authority of the directors previously given.

Secretary
Appointment 98. The secretary of the company shall be appointed by the directors on such
removal of a term, at such remuneration and upon such conditions as they think fit. Any sectary
Secretary of so appointed may at any time be removed from office by the directors, but
a Company without prejudice to any claim for damages for breach of any contract of service
between him and the company. Where the company has only one director, such
director or anybody corporate of which such director is the sole director shall not
be appointed as secretary of the company.
Indemnity.
Indemnificatio 99. Every director, managing director, agent, auditor, sectary and other officer for
n of directors, the time being of the company shall be indemnified out of the assets of the
managing company against any liability in cured by him in relation to the company or
director, agent, related company of the company as defined in the provisions of the companies.
auditor, Act in defending any proceedings, whether civil or criminal, in which judgment is
secretary and given in his favor or in which he is acquitted or in connection with any
other officer application save for the provisions of companies Act in which relief is granted to
him by the court.

Distribution of Profits
Declaration of
100. The company may by ordinary resolution declare dividends, but n dividend
dividends by
shall exceed the amount recommended by the directors.
ordinary
resolution
Payment of
members by
the directors
 101. The directors may from time to time pay the members such interim
dividends as appear to the directors to be justified by the profits of the Company.

Payment of 102. No dividend shall be payable except out of the profits of the company
dividends available for distribution. No dividends shall bear interest against the company.

Applicability 103. The net profits of the company in each year shall be applied in or towards the
of the net formation of such reserve fund or funds and in or towards the payment of such
profit of the dividends and bonuses as the directors subject to the approval of the company in
Company general meeting may decide.

Declaration of 104. The directors, save as provided in adherence with the companies Act have
distribution of power to declare on distribution of profits.
profit by
directors
Audit
Appointment 105. Auditors shall be appointed and their duties regulated in accordance with the
of Auditors provisions of the companies Act.

Accounts
Place of 106. The directors shall cause proper books of account to be kept with respect to
reserving books –
of accounts
(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 four view of the state of the company’s affairs and to explain its
transactions.

Place of 107. The books of account shall be kept at the registered office of the company,
reserving or subject to the provisions of the companies Act, at such other place or places as
books of the directors think fit, and shall always be open to the inspection of the directors.
accounts
Director’s 108. the directors shall from time to time determine whether and to what extent
determinations and at what times and places and under what conditions or regulations the
on books of accounts and books of the company or any of them shall be open to the inspection
accounts of members not being directors, and no member (not being a director)shall have
any right of inspecting any account or book or document of the company except
as conferred by statute or authorized by the directors or by the company in general
meeting.

Directors,
109. The Directors shall from time to time, in accordance with the provisions of
Cause report
the companies Act, cause to be prepared and to be laid before the company in
on profit, loss
general meeting such profit and loss accounts, balance sheets, group accounts (if
before the
any) and reports as are referred to in those provisions.
Companies
meeting
Saving of 110. A notice may be given by the company to any member either personally or
notice by sending it by port to an address specified by the law of Companies Act. A
notice may also be given by the Company to any member in electronic form to an
address specified in the above statute, or by means of website in accordance with
the law of the Companies, if the member has agreed that the notice be so given an
agreement has not been revoked in accordance with the provisions in the Act.
Notice to joint 111. A notice may be given by the Company to joint holders of a share by giving
holders the notice to the joint holder first names in the registrar of members in respect of
the share.
Notice to a
person entitled 122. A notice may be given by the Company to the persons entitled to a share in
to share in consequence of the death or bankrupt of a member by sending it through the post
Consequence of in a prepaid letter addressed to them by name, or by the title of representatives of
death the deceased, or trustee of the bankrupt, or by any like description, at the address
if any, within Mwanza region 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 some might have been given if the death or bankrupt
had not occurred .

Requirement of 113. Notice of every general meeting shall be given in any manner hereinbefore
notice of general authorized to –
meeting
(a) every member except those members who (having not registered
address within Mwanza) for giving of notices to them;
(b) every person entitled to a share in consequence of the death or
bankrupt of a member who, 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. No other person shall
be entitled to receive notice of general meetings. Notice to members of the
Company. All notice required to be given to the member under the
regulations must be in the Swahili or English Language or both.

Winding up
Winding up of 115. If the Company shall be wound up the liquidator may, with sanction of a
a company special resolution of the Company and any other sanction required by the
Companies Act or law, 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 a foresaid 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 sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefits 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.

Name(s), Address(s) and Description(s) of founder

members

Name:
1. SAMWEL MWANDA –
Chairman enterprises,
P.O.Box 119 MWANZA.
BUSINESSMAN

2. AGUSTINO UBAMBA-
email Agustino73@gmail.com
P.O.Box, MWANZA.
AUDITOR
3.JAMILA SALUM
P.O.Box 119,
MWANZA.