THE REPUBLIC OF UGANDA

THE COMPANIES ACT (CAP.110)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

NEKTA POKSEK LTD

INCORPORATED THIS……… DAY OF………….2010

DRAWN BY:
DIRECTOS
P.O. BOX …………….,
KAMPALA

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 THE COMPANIES ACT

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

NEKTA POKSEK LTD

I. The name of the Company is NEKTA POKSEK LTD

II. The Registered Office of the Company will be situated in Uganda

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

1. To carry on the business of procurement consultancy, Business training, capacity

building, Audit and Tax advisory Services.

2. To carry on the business and profession of procurement, Auditing, Accountancy,

Financial Service and to render all services pertaining to that business and
profession.

3. To carry on business in fixed asset management, entrepreneurial advisory and

training

4. To carry on the business of advisory Services relating to the Administration and

Organization of auditing business, and the Training of Personnel for business and
the provision of all Management aids in relation to the above, and to give advice
upon the means and methods for developing and improving all types of business
and trade.

5. To carry on the business of consultancy, procurement, auditing, taxation,

management, advisors, accountancy, information technology, auditors, testing or
analysis of commodities or products or components and any other materials or
substances, from which and any other manner in which may be manufactured,
produced, processed, handled or treated.

6. To act as agents, managers in carrying on any business concern and undertaking

and to employ experts to investigate, examine into conditions management,
prospects, value and circumstances of any business or undertaking generally of
any assets, property or rights of any kind.

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7. To carry on the business and profession of general procurement and auditing
Consultancy, project appraisal and evaluation

8. To carry on the business of signage and advert, manufacture of all kinds of

billboards, road-signs, neon-signs and all related activities.

9. To carry on the business of construction, suppliers and general merchandise,

renovation of buildings, supplying building materials and other construction
works, building and all description production of all timber and steel furniture
dealing in all buildings materials.

10. To carry on the business of tours and travel Services, ticketing, Game Park
service reservation, own hotels, hire trucks and transport tourists.

11. To carry on the business of tour agents and clearing agents tour operators and
generally to facilitate traveling and to promote the provision of facilities of every
description for tourists and travelers, and in particular by means of the booking of
travel tickets and accommodation and hotel and lodging accommodation and
providing guides, safe deposits, inquiry bureau and baggage transport.

12. To carry on the business of clearing and forwarding, shipping cargo, vehicles,
spares, cabs, transporting, commission agents, brokers, clearing agents, travel
agents, and any other related business in and out side Uganda.

13. To acquire and undertake the whole or any part of the business, goodwill and
assets of any person, firm or company carrying on or proposing to carry on any
of the business which the company is authorized to carry on and as part of the
consideration for such acquisition to undertake all or any of the liabilities or such
person or company or to acquire any interest in amalgamate with or for co-
operation or limiting competition or for mutual assistance with any such persons,
firms or companies and to or accept by way of consideration for any of the acts
or things aforesaid any property or acquire any shares, debenture, stock or
security.

14. To carry on the business of general supply, manufacture, buy, sell, import and
deal in commodities materials, articles and things, of every description liable to
be required in connection with general trade of the company or by customers of
or persons having dealings with the company.

15. To establish and carry on the business of general merchants and to import,
export and sell either by wholesale or retail of various kinds of goods and
merchandise including stationery, textiles, boots, hoes, machinery, chemicals,
furniture, upholstery, electrical appliances, household goods, and other goods and
articles of all description.

16. To carry on the business of renovation and plumbing, constructors, particularly

in the field of pre-fabrication, acquire, build, construct, manufacturers of roofing
tiles, ventilators, blocks, bricks, iron sheets, maintain, alter, enlarge, pull down,
remove, or replace any buildings, mills, factories, offices, works.

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17. To carry on the related business as to, and reconstruct, renovate and to clear sites
for the same and join with any person firm or company in doing any of the things
aforesaid, and to work, manage and control the same or to join with others in so
doing.

18. To manufacture, buy, sell, import and deal in commodities materials, articles and
things, of every description liable to be required in connection with general trade
of the company or by customers of or persons having dealings with the company.

19. To carry on the business of recovery agents, debt management, advisors,

accountancy, information technology auditors, testing or analysis of commodities
or products or components and any other materials or substances, from which
and any other manner in which may be manufactured, produced, processed
handled or treated.

20. To carry on the business of quantity surveying of structures and buildings,

physical planning, before, during and after construction, mechanical engineers
and manufacturers, workers and dealers in electrical apparatus and goods.

21. To carry on the business of importing and exporting building materials and
general hardware.

22. To carry on business of certification of quality management systems,

environmental management systems, organic products and other products,
processes and system in line with existing regulations and guidelines.

23. To carry on the business of consultancy, taxation, management, advisors,

accountancy, information technology, auditors, testing or analysis of
commodities or products or components and any other materials or substances,
from which and any other manner in which may be manufactured, produced,
processed, handled or treated.

24. To carry on the business of providing services such as cleaning, repairing,

designing, painting, lithographing, supplying, fabricating molding and otherwise
paneling, patterning, computerizing, electro-processing and changing offices,
homes, plants, factories, warehouses, shops, markets and anywhere in any
building, recording, typing and doing all sorts of services that enable, enhance,
promote, beautify, decorate, clean, improve, upgrade, change, redesign and
influence the outlook of any office, home, factory , shop or market.

25. To win, work, convert and dispose of any mineral property of the company and
apply for and acquire any statutory of other powers, sights or concessions.

26. Generally and without limitation to provide any lawful service that promotes and
enhances clean and healthy environment including collection and discharge of
garbage or other waste and hazards waste, sorting of waste, storage or
transportation, prevent, cut and extinguish fires and fire-breaks, and to make,
alter and maintain works, paths, culverts, bridges, road drains and water courses.

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27. To commence, establish, develop, continue and carry on business of agriculture,
dairy and farm products and sell, breed, import and export other animals and
trading in native produce and agricultural products of all kinds.

28. To establish and carry on the business as manufacturers, importers, distributors,

suppliers, wholesalers and general dealers of all kinds of goods and merchandise
inclusive of hardware, cement, tiles, steel wares, motor spares, machinery,
cycles, motor-cycles, and motor spare parts, glassware, household goods,
implements, chemicals and other goods and articles of all description.

29. To carry on the business of building and construction, renovating of buildings

and any other structures whatsoever, real estate developers, real estate agents and
generally to purchase and acquire land and buildings for all these purposes and to
carry on the business of importers, exporters, commission agents, manufacturers
agents, brokers, warehousemen, agents and dealers by wholesale of and in goods,
commodities, articles, materials, all manufactured and unmanufactured goods.

30. To carry on any other business in general investments or activity or do any act
whatsoever, which may seem to the Directors capable of being conveniently or
advantageously carried on in connection with any of the company’s other objects.

31. To organize, manage, maintain and operate for hire transportation services for
tour and travel business in all parts of the world for the purpose of transporting
passengers, luggage, cargo, merchandise, freight automobiles, motor buses,
motor vehicles, taxis, motor trucks, airplanes and others of all kinds, however,
propelled.

32. To carry on the business of holding company and investing in other companies
for finances, for various borrowers, funds for development enterprises and to
invest any monies of the company not immediately required for the purposes 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.

33. To carry on the business of dealing in the Sales and Distributions, marketing,
importing, exporting, stocking, buying, selling, whether by wholesale or retail of
various categories of goods and merchandise, and act as commission agents and
manufactures representatives in all their fields.

34. To advance money not immediately required by the company or give credit to
such persons, firms, or companies and on such terms, with or without security, as
may seem expedient and in particular to customers of and others, having dealings
with the company and to give guarantees or securities foe any such persons, firms
or companies as may appear proper or reasonable to the directors, to secure or
undertake in any way the repayment of moneys lent or advanced to, or the
liabilities incurred by any person subject to the provisions of the Companies Act,
Cap 110; provided that the Company shall not carry on the business of banking
within the meaning of the Financial Institutions Act.

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35. Subject to the Companies Act, Cap 110 and the directions issued by the Bank of
Uganda to borrow, raise or secure the payment of money or to receive money as
loan at interest for any of the purposes of the company and at such time or times
as may be thought fit, by promissory notes, ills of exchange, bills of lading,
warrants or other negotiable instruments or by taking credit in or opening current
accounts or over-draft accounts with any person, firm, bank or company and
whether with or without any security or by such other means as the Director’s
may in their absolute discretion deem expedient.

IV. The liability of the members is limited

V. The authorized Capital of the Company is 2,000,000/= (One million shillings

only) divided into 100 (one hundred shillings only) ordinary shares of 20,000
(Twenty thousand shillings) 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 of rights or to any conditions or restrictions and so that unless
the conditions of issue of shares whether declared to be preference or
otherwise shall be subject to be power hereinafter contained.

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

Name, address, description and Number of Signature of

occupation of each subscriber shares subscriber

1. KIZITO SSEMWAJJA 40%

KAMPUGA

2. HAJI NTAMBAZI HABIBU 20%

3. FREDRICK BONGO KAMPUGA 10%

4. ROOTS GENERAL AGENCY 30%

CO. LTD

Dated at ……………………………………..this………..day of……………….2010

WITNESS TO THE ABOVE SIGNATURES:

Signatures:………………………………..……………………………..…………………

Name in full:……………………………………………………………………………….

Postal Address:…………………..……………………………………..…………………..

Occupation:………………………..……………………………………………………….

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 THE COMPANIES ACT

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

NEKTA POKSEK LTD

The Company is a PRIVATE COMPANY and accordingly: -

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

(b) The number of members of the company (exclusive of persons who are in the
employment and have continued to be members of the company) is limited to fifty
provided that where two or more persons hold one or more shares in the company
jointly they shall for the purpose of these Articles be treated as a single member.

PRELIMINARY

1. The regulations contained in Table “A” of the first schedule to the Companies
Act, shall apply to the company in so far as they are applicable to a Private
Company subject to the modifications special provisions herein contained.

2. In these Articles if not inconsistent with the objects of the company the words
standing in the first column for the following table shall bear the meaning set
opposite them respectively in the second column.

Word Meaning

The Act This Companies Act Cap. 110

The Statute 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 resolutions.

The Office The Registered office for the time

Being of the company.

Paid Paid or credited as paid.

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 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.

3. Any branch or kind of business which the company is either expressly or by

implication authorized to undertake may be undertaken by the Directors at such a
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 or expedient
not to commence or proceed with such branch or kind of business.

4. The office shall be at such places in Uganda, as the Directors shall from time to
time appoint.

TRANSFER AND TRANSMISSION OF SHARES

5. 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 party to purchase such shares.

6. Subject to such of the 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.

When transferring shares, priority should be given to the existing shareholders.

7. 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 and refund that person the
value of the shares. The directors will not be required to give any reason for their
action.

8. 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 showing the right of the transfer or to make the transfer.

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 (c) The transfer is 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 should 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 distain as or other instrument affecting the title to any
share.

12. In the case of 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 any title to
his interest in the share but nothing herein 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.

13. The Company may by ordinary resolution convert any paid up shares into stock
and reconvert any stock into paid up shares of any
Denomination.

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 shares 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 which 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 meetings or
the company and other matters as if they held the shares from which the stock
arose but not such privileges or advantage (except participation in the dividends
and profits of the company and the assets on a winding up) shall be conferred by
an amount of stock which would not if existing in shares have conferred at
privilege or advantage.

16. Such of the articles of the company as are applicable to paid-up share shall apply
to stock and the words “share” and “shareholder” therein shall include “stock”
and “stockholder”.

INCREASE OF CAPITAL

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17. The company may from time to time by ordinary resolution increase the share
capital by 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 share
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 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 in view of surrender and otherwise, unless otherwise provided in
accordance with those articles, the new shares shall be ordinary shares.

ALTERATION OF CAPITAL

20. The company may from time to time by ordinary resolution:-

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

b) Subdivide its shares or any of them into shares of smaller amounts than is
fixed by Memorandum of Association subject nevertheless to the
provisions of section 63 (I) (d) 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

21. 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 incorporation in the
following year. The Annual General Meeting shall be held at such time and
place, as the Directors shall appoint.

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22. 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 authority and consent required by law.

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

24. The directors may whenever they think fit convenes an extra-ordinary general
meeting and extra general meetings shall also be convened on such requisitions as
provided by section 132 of 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.
NOTICE OF GENERAL MEETING

26. A general meeting shall be called by 21 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 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 articles 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;

b) In the case of any other meeting by a majority in number having a right to

attend and vote the meeting being a majority together holding not
less than 75 percent in nominal value of the shares giving that right.
PROCEEDINGS AT GENERAL MEETING

27. 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.

28. 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 thirds of the members present in person shall form
a quorum.

29. 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 the quorum is not present
within half-an-hour from the time appointed for the meeting the members present
shall be a quorum.

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30. The chairman if any of the Board of Directors shall preside as chairman at every
meeting of the company or if there is no 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.

31. 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.

32. 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 shares conferring that right

34. 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 an 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 favor of or against such resolution.

35. 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.

36. A printed copy of every special resolution and other resolution or agreements
mentioned in section 143 of the Act shall be sent to the Registrar of Companies as
provided by that section.
VOTES OF MEMBERS

37. 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 number of shares he
has.

38. On a poll a member entitled to more than one vote need not if he votes cast all his
votes or cat all the votes he uses in the same day.
DIRECTORS

39. Unless and until determined by the company in a general meeting the number of
directors shall be not less than two.

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40. Any director who serves on any committee or devotes special attention to the
business of the company or who otherwise performed service which in the
opinion of directors 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 Board of directors may determine.
BORROWING POWERS

42. The directors may exercise all the powers of the company to borrow money over
and above the company’s share capital 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.
POWERS OF DIRECTORS

43. 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.

44. 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 by directors to be 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 DIRECTOR

45. 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 secretary of all meetings either those of shareholders or Directors.
SECRETARY

46. The secretary shall be appointed by the Directors for such term at such
remuneration and upon such conditions as they may think fit and they may
remove any Secretary so appointed. The provisions of Section 17(b) to 18
inclusive of the Act shall be observed. Where there is no Secretary capable of
acting, the Directors may appoint one of the Directors an Assistant or Deputy

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 Secretary or any other officer of the company to perform the duties of a
Secretary.
SEAL

47. The Directors 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 instruments to which the Seal
shall be affixed shall be signed by a Director and shall be countersigned by the
Secretary.

48. 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 and shall
be signed by a Director and countersigned by the Secretary or by a second
Director.

INDEMNITY

49. Every Director, Manager, Secretary and other officer or servant of the Company
shall be indemnified by the Company against all costs, losses and expenses which
he or she may incur by reason or any contract entered in, or act done by him
or her as such officer or servant or in any way in the discharge of his or her
duties.

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

Name, address, description and occupation of each Signature of subscriber

subscriber

5. KIZITO SSEMWAJJA KAMPUGA ………………………….

6. HAJI NTAMBAZI HABIBU ………………………….

7. FREDRICK BONGO KAMPUGA ………………………….

8. ROOTS GENERAL AGENCY CO. LTD ………………………….

Dated at ……………………………………..this………..day of……………….2010

WITNESS TO THE ABOVE SIGNATURES:

Signatures:………………………………..…………………….…………………………

Name in full:………………………………………………..…………………………….

Postal Address:………………………………………..…………………………………..

Occupation:……………………………………………………………………………….

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