THE REPUBLIC OF UGANDA

THE COMPANIES ACT,

[NO.1 OF 2012]

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

AGFAM INVESTMENTS LIMITED

Incorporated this ……………….day of March, 2020

 THE REPUBLIC OF UGANDA

THE COMPANIES ACT,

[NO.1 OF 2012]

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
AGFAM INVESTMENTS LIMITED

The Name of the Company is AGFAM INVESTMENTS

LIMITED
1. The Registered office of the Company shall be situated
in the Republic of Uganda.
2. The Objects for which the Company is established
are :-

a) To carry on the business of value addition and or

processing of agro produce for local, regional and
international markets;

b) To carry on all or any trades and business of

farmers, grazers, breeders of poultry and animals of
every description, market gardeners, arboriculture,
horticultures and dairymen, and any other trade or
business connected with arboriculture, agriculture
or horticulture;

c) To acquire or erect glass houses and any other

premises for the promotion of speedy growth of
crops, vegetables, fruits or flowers, and to sell all
such produce;
d) To carry on the business of timber growers and the
sale of timber and trees of every kind;

e) To carry on the business of importers of,

manufacturers of and dealers in tea, coffee, cocoa
and other beverages and preparations and their
ingredients;

f) To plant grow, import, manufacture, blend, and deal

in tea, coffee, and cocoa, and other ingredients of
beverages, and foods, and to carry on business as
planters and merchants, café proprietors,
refreshment contractors, farmers, fruiters, grocers,
tobacconists, brokers, importers, dealers in produce,
and wares, of all kinds, commission brokers, agents,
charterers of vessels, and aircrafts, warehousemen,
and wharfingers, and to deal in articles and
commodities of all kinds which may conveniently be
dealt in by persons carrying on any of the above
businesses;

g) To acquire by purchase, lease or otherwise farming

and other land, and any shops and other business
premises for the sale of the articles and produce
grown or dealt in by the company;

h) To carry on businesses of importers of and dealers

in meat and meat products, live cattle, sheep and
pigs, breeders of and dealers in cattle, sheep, pigs
and other animals, fellmongers, tanners, preserved
meat manufacturers and merchants, and
manufacturers of and dealers in hides, fats, tallow,
grease and other animal products;

i) To carry on the business of arable and fruit farmers,

millers and manufacturers of cereal products and
the sale of flour, fruit and all cereal or farm
products;

j) To carry on the business of animal feed producers,

compounders.
k) To carry on any other business in relation to the
trade for purposes of profit-making.

l) To carry on business as, commercial agents, mobile

money agents, mortgage brokers, financial agents
and advisers.

m) To carry on the business of money transfer and to

transact and do all matters and things incidental
thereto or which may at anytime hereafter, at any
place where the company shall carry on business, be
usual in connection with the business of money
transfer or dealing currency on local and foreign.

n) To carry on the business of clearing and forwarding,

ware housing and transport and to act as
commission agents, general carriers and forwarding
agents, hirers, forwarding and general agents, tour
operators, bankers, contractors and deal in any of
the business relating to the company.

o) To carry on, all or any, in Uganda or in any part of

the world, the business of general merchants,
traders, suppliers, importers, stores, storekeepers,
removers, packers, brokers, distributors,
manufacturers, manufacturers’ representatives,
commission, insurance, managing financial and
general agents, investors, franchisors, carriers ship
owners and or in any other capacity, and dealers in,
and to buy, prepare, manufacture, render
marketable, sell, barter, exchange, pledge, charge,
make advances on and otherwise deal in or with or
turn to account by wholesale or retail goods, general
merchandise and other commodities of all kinds and
description thereof.

p) To provide, produce and supply agricultural

products in and outside Uganda for commercial
purposes.
q) To produce and supply wines, spirits and other
related alcoholic beverages for commercial gains in
and outside Uganda.

r) To encourage and promote in every way the highest

professional standards in all forms of agricultural
production, supply and packaging together with the
advancement of companies and firms engaged in the
same field.

s) To design, develop, install, maintain, operate long

distance domestic and international basic and value
added communications, global communications,
electronic mail services, globally managed data
networks, data telecom networks, video
conferencing, international gateway networks,
satellite networks in and outside Uganda.

t) To provide and develop means of communication

between the members and associates and between
all persons engaged or interested in public relations
consultancy and to disseminate information to the
public, industry and commerce and to other
interested persons as to the functions of public
relations consultancy and the services supplied by
members and associates.

u) To prepare, edit, print, publish, acquire and

circulate books, papers and other literary
undertakings and to form and maintain libraries
bearing upon agricultural production consultancy.

v) To provide facilities for the employment by members

and associates of persons wishing to enter or
engage in public relations consultancy.

w)To carry on, in all or any of their respective

branches, all or any of the business of general
contractors, contractors, general construction
contractors engineering contractors, consultants,
advisers, civil, electrical, and mechanical
 contractors, builders, masonry, plumbers, hauliers,
surveyors and planners, developers and property
developers.

x) To carry on all or any of the business of

manufacturers, assemblers, installers, maintainers,
repairers of and dealers in electrical and electronics
appliances and apparatus of every description.

y) To carry out researches, investigations and

experimental work of every description in relation to
electronics and the application and use of electricity.

z) To carry on all or any of the business of electrical,

mechanical, motor and general engineers,
manufacturers and merchants of, agents for, and
dealers in engineering specialties of every
description.

aa) To carry on, organize, operate and maintain a

business as a general commercial concern.

bb) To carry on business as manufacturers, importers

and exporters of, and dealers in goods, articles and
thing of all kinds and description in the manufacture
of which timber or wood is used, and the business of
contractors, carpenters, cabinet and furniture
makers in all their respective branches and to deal
in such articles and things in their raw unfinished,
or manufactured state and either by wholesale or
retail.

cc) To carry on the business of general merchandise,

import and export of all types of commodities and to
deal in all things capable of being handled either by
wholesale or retail.

dd) To carry on business as, sales and marketing

agents so as to achieve a commercial sense.
ee) To carry on the business which includes and is not
limited to distributorship and promotion and things
incidental thereto or which may at anytime
hereafter, at any place where the company shall
carry on business, be usual in connection with the
business of promotion and distributorship.

ff) To enter into any agreements with any Government

authorities supreme, municipal, local or otherwise
or any corporation companies or persons that may
seem conducive to the companies objects, or any of
them and to obtain from Government authority,
corporation company or person any charters,
contracts, decrees, rights, privileges and
concessions.

gg) To carry on the business of real estate developers,

real estate agents and generally to purchase and
acquire land and buildings.

hh) To carry on the business of hotel boarding,

lodging, catering and entertainment services,
restaurants, tea rooms, tourists’ sits, country clubs,
and other places of amusement and refreshment.

ii) To carry on the business of general construction of

buildings roads, bridges of whatever description and
all related activities, agents in construction
materials and aggregates of whatever description,
concrete products and distributors of building
materials.

jj) To carry on the business of construction and

builders, renovation of buildings, roads and any
other structures whatsoever, real estate developers,
real estate agents and generally to purchase and
acquire land and buildings for all these purposes.

kk) To construct in any part of Uganda, for sale, for

letting or for its own use and management any
buildings, office, structures, dwelling houses,
 housing estates, storage structures or any
prefabricated or portable versions of the same.

ll) To acquire and carry on a club or clubs and to

provide equip, maintain and carry on a club houses
with all usual or suitable accommodation and
conveniences and such to be for gaming or social
clubs.

mm) To produce, trade, extract, distil and handle all

the aromatic plants like vanilla, ginger, coffee, tea,
passion fruits pineapples, bananas, paw paws,
avocados, jack-fruits and any other horticulture which
can be used for flavors and fragrances.

nn) To carry on the business of communication

services sales, and service of computers, computer
accessories, renters, repairers, internet café, surfing ,
e-mailing and any other related business.

oo)To commence, establish, develop, continue and carry

on business of agriculture, dairy and farm products
and to sell, breed, import, export, improve, prepare,
deal and trade in cattle, poultry, game, and live and
deal in stock of every description.

pp) To carry on the business of seed crushers, oil

extraction, importation and exportation of any other
matter and bi–products so as to enhance any trade or
business from various seeds.

qq) To pay all or any expenses incurred in connection

with the formation, promotion and incorporation of
the Company or to contract with any person, firm or
Company to pay the same and to pay commission to
brokers and others for underwriting, placing, selling
or guaranteeing the subscription of any shares,
debentures, debenture stock or securities of this
Company.
rr) To support and subscribe to any charitable or public
object and any institution, society or club which may
be for the benefit of the Company or its connected
with any town or place where the Company carries on
business to give pensions, gratuities or charitable aid
to any person or persons who may have served the
Company or to wives, children and other relatives of
such persons to make payments towards insurance
and to form and contribute to provident and to benefit
funds for the benefit of any persons employed by the
Company.

ss) To invest and deal with the monies of the Company

not immediately required upon in such securities and
in such manner as may from time to time be
determined.

tt)To borrow or raise money in such manner as the

Company shall think fit, and in particular by the issue
of debentures, or debenture stock (perpetual) or
otherwise and to ensure the repayment of any money
borrowed, raised or owed by mortgage lieu or charge
upon the whole or any of the Company’s Assets.

uu) To borrow and raise money and secure or

discharge any debt or obligation of or binding on the
Company in such manner as may be thought fit and in
particular by mortgage of or charges upon the
undertaking and all or any of the real and personal
property (present and future) and the uncalled capital
or the Company or by the creation and issue of
debentures, debentures stock or other obligations or
securities of any description.

vv)To invest any monies of the Company not immediately

required for the purpose of the business of the
Company in such investments (other than shares in
the Company or its holding Company, if any) and in
such manner as may or otherwise deal with such
instruments.
ww) To enter into partnership or any other
arrangements for sharing profits, interests or
cooperation, in concerns or otherwise with any
persons or person, firm or firms or Company or
corporation carrying on or engaged in or about to
carry on any business or transaction which the
Company may deem capable or being conveniently
carried on in connection with the above or calculated
directly or indirectly to enhance the value of or
render profitable any of the Company’s property
and /or whereby the company would be benefited.

xx) To subscribe, take, purchase or otherwise acquire

and hold share or otherwise or interest in or
securities of any other Company having objects
altogether or in part similar to those of this Company
or carrying on any business capable of being
conducted so as directly to benefit the Company.

yy) To amalgamate with any other Company having

objects altogether or in part similar to those of this
Company.

zz) To sell or dispose of the undertaking of the Company

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

aaa) To distribute among the members of the Company

any property of the Company and in particular any
shares, debenture or securities of other Companies
belonging to this Company or of which Company
Corporation, municipal or local or other body or
authority.

bbb) To do and perform any other activity that the

shareholder may deem fit for the promotion of the
objects of the Company herein above mentioned.
 3. THE LIABILITY OF THE MEMBERS IS LIMITED

The share capital of the Company is Ug. Shs.

2,500,000,000 /= (Uganda Shillings Two Billion Five
Hundred Million only) divided into 100 ordinary shares of
Ug. Shs. 25,000,000/= (Uganda Shillings Twenty Five
Million Only) each with power for the Company to
increase and reduce the said capital and to issue any part of
its original capital or increase with or without any
preference, priority or special privilege or subject to any
postponement or rights or to any conditions or restrictions
and so that unless the conditions of issue or shares whether
declared to be preference or otherwise shall be subject to
the power hereinafter contained.

We, the several persons whose Names, Addresses and

Descriptions are hereunto subscribed are desirous of being
formed into a Company in pursuance of this Memorandum
of Association and we respectively agree to take the number
of shares in the capital of the Company set opposites our
respective names.

No Name, Postal Address, Oc Number Signatures of

. cupation                of Each of subscribers
Subscriber shares
taken
by each
subscri
ber

1. MR. BEN KAVUUYA 25%

2. MS. NAHUM AZAIRWE 25%

3. MR. KISHOR LILADHAR 25%

JOBANPUTRA

4. MR. MITUL KISHOR 25%

JOBANPUTRA
Dated at Kampala this………day of March, 2020.

WITNESS TO THE ABOVE SIGNATURES:

Signature: …………………………………….…………….…..………

Name in full: ……………………………………..….

…………………

Occupation: ……………………………………………………………

Postal Address: ………………………..……..

…………………………
 THE REPUBLIC OF UGANDA

THE COMPANIES ACT, NO.1 OF 2012

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

AGFAM INVESTMENTS LIMITED

1.The Company is a Private Limited Company and

accordingly:

             (a)    The right to transfer shares is restricted in

the manner herein after prescribed.

              (b)   The number of members of the Company

(exclusive of persons who are in the employment of the
Company and for 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 fifty provided that where two or
more persons hold one or more shares in the Company
jointly they shall for the purposes of these Articles be
treated as a single member.

               (c)   The Company shall not have power to issue

share warrant to bearer.

PRELIMINARY

2. The regulations in Table “A” in the first schedule to

the Companies Act shall apply to the Company except
 so far as they are in conflict with the Articles herein
contained.

3. In these Articles if not inconsistent with the subject or

subjects the words standing in the first column of the
following table shall bear the meaning set opposite
them respectively in the second column.

INTERPRETATION

EXPRESSION MEANING

The Company: AGFAM INVESTMENTS

LIMITED .

The Act: The Companies Act,

NO.1 of 2012, Laws of
Uganda.

The Statutes: The Companies Act and

every other Act for the
time being in force
affecting the Company

These Articles: These Articles of

Association as originally
formed or as from time
to time altered by
Special Resolution.

The office: The Registered office for

the time being of the
Company.

Paid: Paid or credited as paid.

The Register: The register of members

of the Company required
to be kept by Section
112 of the Act.
 The Seal: The common seal of the
Company.

The Secretary: Any person appointed to

perform the duties of the
Secretary of the
Company.

Save as aforesaid any words or expressions defined in the

statutes shall bear the same meaning in the Articles.

4. Any branch or kind of business which the Company is

either expressly or by implication authorized to
undertake may be undertaken by the Directors of such
time or time as they shall think fit and further may be
suffered by them to be in abeyance whether such
branch or kind of business may have been actually fit
expedient not to commence or proceed with such
branch kind of business.

5. The office shall be at such places in Uganda and in any

other places outside Uganda, as the Directors shall
from time to time appoint.

TRANSFER AND TRANSMISSION OF SHARES

6. Any party to this agreement proposing to transfer any

shares shall give notice in writing to the other parties. The
transfer notice shall specify the number of shares the
transferor proposes to transfer. The initial parties to this
agreement shall have priority over any other party to
purchase such shares.

7. Subject to such restrictions of these articles as may be

applicable, any member may transfer all or any of his shares
by instrument in writing in any usual or common form or
any other form which the Directors may approve.
8.     The Directors may decline to register the transfer of a
share not being fully paid share to a person of whom they
shall not approve and may also decline to register the
transfer of a share on which the Company has a lien. The
Directors will also be empowered to cancel any share or
shares of any person upon giving substantial reasons and
refund that person the value of the shares.

  The Directors may also decline to authorize any

instruction transfer unless:-

(a)     A fee such as the Directors may from time to

time require is paid to the Company in respect
thereof;

(b) The instrument of transfer is accompanied by

the Certificate of the share 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;

(c) The transferor has first given to the initial

shareholders of the Company an option to purchase
the shares in respect of which the transfer is made.

9.       If the Directors refuse to register the transfer they

shall within two months after the date on which the
transfer was lodged with the Company send to the
transferee notice of the refusal.

10.     The registration of transfers may be suspended and

the register closed at such times and for such periods as
the Directors may from time to time determine provided
always that such registration shall not be
suspended forever.

11.    The Company shall be entitled to charge a fee on

the registration of a transfer or of any probate, letters of
Administration, Certificate of death or marriage, power of
Attorney, notice in lieu of distrain as or other instrument
affecting the title to any share.

12.    In the case death of a member or survivor or

survivors if the deceased was joint holder and the legal
personal representatives of the deceased where he was a
sole holder shall be the only person recognized by the
Company as having contained shall release the estate of a
deceased joint holder from any liability in respect of any
share which has been jointly held by the holder or other
persons.

CONVERSION OF SHARES INTO STOCK

13. The Company may by ordinary resolution

convert any paid up shares into stock and reconvert any
stock into paid up shares.

14.  The holders of stock may transfer the same or any

part thereof in the same manner and subject to the same
regulations and subject to which the share from which
the stock arose might previous to conversion have been
transferred or are near thereto as circumstances admit
and the Directors may from time to time fix the minimum
shall not exceed the nominal amount of the shares from
which the stock arose.

15. 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
meeting of the company and other matters as if they held
the shares from which the stock arose but not such
privilege or advantage (except participation in winding
up) shall be conferred by an amount of stock which would
not if existing in shares have conferred that privilege or
advantage.

16. Such of the articles of the Company as are

applicable to paid up shares shall apply to stock and the
words “share” and “shareholder” therein shall
include “stock” and “stockholder”.
 INCREASE OF CAPITAL

17. The Company may from time to time by ordinary

resolution increase the share capital by such sum to be
divided into shares of such amount, as the
resolution shall prescribe.

18. The Company may by ordinary resolution before

the issue of any new shares  determine that the same
or any of them shall be offered in the first instance
and either at par or at premium to all the existing
holders of any class of shares in proportion as nearly
as may be to the amount of the capital held by
them respectively or make any other provisions as to
the issue of the new shares; but in default of any such
determination or so far as the same shall not extend
the new shares may be dealt with as if they formed
part of the shares in the original capital.

19. Except so far as otherwise provided by the

conditions of issue or by these articles any capital
raised by the creation of new shares shall be
considered part of the original capital and shall be
subject to the provisions herein contained
with reference to the payment of calls and
installments, transfer and transmission, forfeiture lieu
surrender and otherwise, unless otherwise provided in
accordance with those articles, the new shares shall be
ordinary shares.

ALTERATION OF CAPITAL

12. The Company may from time to time by ordinary

resolution:-

(a)   Consolidate and divide all or any of its share

capital into shares of large amount than its
existing shares; or
 (b) Subdivide its shares or any of them into
shares of smaller amounts than is fixed by its
Memorandum of Association subject nevertheless
to the provisions of the Act and so that their
resolution whereby any shares are subdivided,
may determine that as between the resulting
shares one or other of such shares may be given
any preference of advantage as regards divided
capital, voting or otherwise over the others or any
other of such shares; or

(c)    Cancel 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 the share capital by the amount of
the shares so cancelled.

GENERAL MEETINGS

13. The Company shall in each year hold a general

meeting as its Annual General Meeting in addition to
any other meeting in that year and shall specify the
meeting as such in the notice calling it and not more
than fifteen months shall elapse between the date of
one Annual General Meeting within eighteen months of
its incorporation in the need not hold it in the year of
its corporation in the following year. The annual
general meeting shall be held at such time and
place, as the Directors shall appoint.

14.  The Company may by special resolution reduce its

share capital and capital redemption reserve fund or
any premium account in any manner and with
subject to any indecent authorized and consent
required by law.

15.   All general meetings other than Annual General

Meetings shall be called Extra Ordinary General
Meetings.
 16.  The Directors may whenever they think fit convene an
Extra Ordinary General meeting; and an extra ordinary
general meeting shall also be convened on such
requisitions as provided by the Act. If at any time
there are not within Uganda sufficient Directors
capable of acting to form a quorum any Director or any
two members of the Company may convene an
extraordinary general meeting in the same manner or
as nearly as possible as that in which meetings may be
convened by the Directors.

17. The Company shall promptly within the provisions of

Section 140 the Act, give notice of resolutions and
circulating statements of the requisition of  member(s).

NOTICE OF GENERAL MEETING

18.     A general meeting shall be called by at least 21

days notice in writing. The  notice shall be exclusive of
the day on which it is served or deemed to be
served and notices from the Company and to the
Auditors provided that a meeting of the Company shall
notwithstanding that it is called by shorter notice than
specified in this article be deemed to have been duly
called if 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;

(b) In the case of any other meeting by a

majority in number of the members having a
right to attend and vote at the meeting, being a
majority together holding not less than 95
percent in nominal value of the shares giving
that right.
 PROCEEDINGS AT GENERAL MEETING

19.  All business shall be deemed special which is

transacted at an extraordinary general meeting also all
business which 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 place of those retiring and the
appointment and the fixing of the remuneration of the
Auditors.

20.  No business shall be transacted at any General

Meeting unless a quorum of members is present at the
time when the meeting proceeds to business; save
as herein otherwise provided two (2) members
present in person shall be a quorum.

21.      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 case it shall stand adjourned to the
same day in the next week at the same time and place
to such other day and at the same time and place as
the Directors may determine and if at the adjourned
meeting a quorum is not present within half-an-hour
from the time appointed for the meeting the members
present shall be a quorum.

22.      The Chairman if any of the Board of Directors

shall preside as Chairman at every general meeting of
the Company or if these is not such chairman or if he
shall not be present fifteen minutes after the time
appointed for the holding of the meeting or is unwilling
to act the Directors present shall elect one of their
members to be the Chairman of the meeting.

23.  If at any meeting no Director is willing to act as

Chairman or no Director is present within fifteen
minutes after the time appointed from holding the
 meeting the members present shall choose one of the
members to be Chairman of the meeting.

24.      When a meeting is adjourned for fourteen days or

more than seven clear days notice at the least of the
adjourned meeting shall be given an original meeting
but it shall not be necessary to be transacted at the
adjourned meeting. Save as aforesaid, it shall not be
necessary to specify in any notice of an adjournment or
of the business to be transacted at an adjourned
meeting.

25.      At a general meeting a resolution put to the vote of

the meeting shall be decided on by show of hands
unless a poll (before or on the declaration of the show
of hands) is demanded;

(a)      By the Chairman of the meeting; or

(b)      By a member or members holding shares in

the Company conferring a right to vote at the
meeting being shares on which aggregate sum has
been paid up shares equal to not less than one tenth
of the total sum paid upon all the share conferring
that right.

26.     Unless a poll be so demanded a declaration by the

Chairman of the meeting that a resolution has on a
show of hands been carried or carried unanimously or
by a particular majority or lost and entry to that effect
in the book containing the minutes of proceedings of
the Company shall be conclusive evidence of the facts
without proof of the number of proportion of the votes
recorded in favour of or against such resolution.

27.      In the case of an equality of votes whether by 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 second
or casting vote.
28.      A printed copy of every special resolution and other
resolutions or agreements mentioned in section 150 of
the Act shall be sent to the Registrar of Companies as
provided by that Section.

VOTES OF MEMBERS

29.      Subject to any rights or restrictions for the time

being attached to any class or class of shares on a
show of hands every member present in person shall
have one vote and one poll, every member shall vote
according to the numbers of shares he has.

30.      On a poll, a member is entitled to more than one vote

need not if he votes cast all his votes or cast all the
votes he uses in the same day.

DIRECTORS

31.      Unless and until determined by the Company in a

General Meeting, the number of Directors shall be not
less than two or more than five.

32.      The remuneration of the Directors shall from time

to time be determined by the Company in a general
meeting. Such remuneration shall be deemed to accrue
from day to day. The Director may also be paid all
traveling hotel and other expenses properly incurred
by the attending and retiring from meeting of the
company or in connection with the business of the
Company.

33.      Any Director who serves on any committee or

devotes special attention to the business of the
Company or who otherwise performed service which
the opinion of Directors which are outside the scope of
the ordinary duties of a Director may be paid such
extra remuneration by way of salary percentage of
profits or otherwise as the Director may determine.
 BORROWING POWERS

34.      The Directors may exercise all the powers of the

Company to borrow money and to mortgage or charge
its undertaking property and uncalled capital or any
part thereof and to issue debenture, debenture stock
whether outright or as security for any debt liability or
obligation of the Company of any third party. The
Directors are hereby empowered to borrow up to five
(5) Billion Uganda Shillings or its equivalent at any one
time on behalf of the Company.

POWERS OF DIRECTORS

35.      The business of the Company shall be managed by

the Directors who may pay  all expenses incurred in
promoting and registering the Company and
may exercise all such powers of the Company as are not by
the Act or by these Articles required to be exercised by the
Company in general meeting subject nevertheless to any
regulations of those regulations being not inconsistent with
the aforesaid regulations or provisions as may be prescribed
by the Act of the Directors which would have been valid if
that Regulation has not been made.

36.      The Directors may from time to time and at any time

by powers of Attorney appoint any Company firm or person
or body of persons whether nominated directly or indirectly
the Directors to be the Attorney or Attorneys of the
Company for such discretion (not exceeding those vested in
or exercisable by the Directors under these Articles) and for
such periods and subject to such conditions as they think fit
any such powers of attorney may contain such provisions for
the  protection and convenience of person dealing with such
attorney and may also authorize any such authorities and
discretion vested in him.

MANAGING DIRECTORS
37.      The Directors may entrust to and confer upon a
Managing Director any of the powers exercised by them
upon such terms and conditions and with such restrictions
as they may think fit and whether collaterally with or to the
exclusions of their own powers and may from time to time
revoke, withdraw, alter or vary all or any of such powers.
The Directors shall from time to time appoint one of them to
the office of Managing Director for the Company and which
he holds such office that management and control of the
Company shall be vested in him. He shall also act as
Chairman of all meetings either those of shareholders or
Directors.

SECRETARY

38.      The Secretary shall be appointed by the Directors for

such term at such remuneration and upon such conditions
as they may fit and any Secretary so appointed may be
removed by them. Where there is no Secretary capable of
acting, the Directors may appoint one of the Directors an
Assistant or Deputy Secretary of any other Officer of the
Company to perform the duties of a Secretary.

THE SEAL

39.     The Director shall provide for the safe custody of the

Seal, which shall only be used by the authority of the
Directors or 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 a Director and shall
be countersigned by the Secretary.

40.      All deeds executed on behalf of the Company may be

in such form and contain in such powers, provisions,
conditions, covenants, clauses and agreements as the
Directors shall think fit and in addition to being sealed with
the seal shall be signed by a Director and countersigned by
the Secretary or by a second Director.

NOTICES

41.      A notice may be given by the Company to any

member either personally or by sending it by post to him at
his registered address or to the address, if any, within
Uganda supplied by him to the Company for the giving of
notice.

42.      When a notice is sent by post, service of the notice

shall be deemed to be effected by properly addressing
stamping and posting a letter containing the notice by
airmail if addressed to a destination outside Uganda and to
have been effected in the case of a notice or a meeting at
the expiration of 48 hours after the letter containing the
same is posted and in any other case at the time at which
the letter would be delivered in the ordinary course of post.

43.     Notice of every general meeting shall be given in a

manner hereinbefore authorized to:

 (a)     Every member except those members who

(having no registered address within East Africa)
have not supplied to the Company an address within
East Africa for the giving of notice to them;

 (b)    Every person upon the ownership of a share

develops by reason of his being a legal personal
representative of a trustee in bankruptcy be entitled
to receive notice of the meeting; and

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

INDEMNITY

44.      Every Director, Managing Director, Agent, Auditor,

Secretary and other Officer for the time being of the
Company shall be indemnified out of the assets of the
Company against any liability incurred by him in defending
any proceedings whether Civil or Criminal in which
judgment is given in his favour or in which is acquitted.

 We, the several persons whose names, addresses and

descriptions are hereunto subscribed are desirous of being
formed into a Company in pursuance of these Articles of
Association set opposites our respective names.

S/N NAME, POSTAL ADDRESS, OCCUP SIGNATURE OF

ATION                OF EACH  SUBSCRIBER
SUBSCRIBER

1. MR. BEN KAVUUYA

2. MS. NAHUM AZAIRWE

3. MR. KISHOR LILADHAR

JOBANPUTRA

4. MR. MITUL KISHOR JOBANPUTRA

    Dated at Kampala this……………..…day of March, 2020

        
        WITNESS TO THE ABOVE SIGNATURES:

Signature: …………………………………….…………….…..………

Name in full: ……………………………………..….

…………………

Occupation: ……………………………………………………………

Postal Address: ………………………..………………..

……………...