THE COMPANIES ACT NO 15 OF 2013

THE LAW OF ZANZIBAR

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

SS CONTRACTORS CO. LTD

1. The name of the Company is SS CONTRACTORS CO. LTD

2. The registered office of the Company will be situated in Zanzibar.
3. The objects for which the Company is established are

1. To carry the business of real estate agents, property managers and

reality administrator of buildings, services of letting per valuation
builder’s contractors for construction works, renovation, decoration
and demolition and to purchase otherwise acquire land for houses,
offices, workshops and building.

2. To undertake or direct the management of any property, buildings,

lands and estate (of any tenure or kind what over)any persons, whether
member of the company or not in the capacity of estate managers or
receivers or otherwise

3. To be property values and manages, real estate agents and developers

and to act as a general consultants in all others matters related to landed
properties. This includes surveying, titling, landscaping, cleaning,
preparation of real estate investments appraisal, provides advice in the
most economic use of landed properties, brokers etc.

4. To undertake the management of real estate of the buildings, houses and

all other real properties on behalf of our clients and the company (In –
House Management).

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5. To carry on the business consultancy and engagement in valuation, all
things on real estate management, land development consultancy, real
estate, agents, operate, cleaning, garbage and sewerage business, to do
land fumigation and rodent’s control.

6. To purchase and sale real estate’s for investment purposes.

7. To carry on the business of acquiring and constructing houses and all

other buildings on behalf Tanzania citizen living within and outside
Tanzania.

8. To carry on the business as distributors, sellers, buyers, merchant and

dealers in building and construction materials.

9. To develop the equity cult by way of carrying out all sort of promotional
activities and to organize and conduct meeting, presentations, seminars,
workshops in connection with the company’s business.

10. To carry on the business of builders and civil

contractors ,engineering ,plumbing engineering ,founders, construct,
maintain, repairs, pull down and restore either alone or joint ventures
with other companies, persons works or all descriptions including
ginneries oil mills, textiles, factories, engines, road, bridges, machineries
and houses, offices, workshop, building and premises and any fixed or
movable machineries ,tools plant, implements patterns, stock in trade,
patent and patent rights, technical knowhow, goodwill liabilities and
engagements of or connected with workshop.

11. To carry the business of builders and civil contractors ,engineers,

founders, construct, maintain, repairs, pull down, and restore either
alone or jointly and establish joint venture with other companies,
persons works, or all descriptions including ginneries oils mills, textiles,
factories, engines, machineries and houses, offices, workshop, buildings
and premises and any fixed or movable machineries ,tools,
plants ,implements, patterns, stock in trade, patent and patent rights,
technical know –how goodwill liabilities and engagement of or
connected with workshop, provide facilities, for the training of ginnery
and oil mills, factory textiles and all kinds of building.

12. To carry on the business of, plumbers fittings , excavators, brick

layers ,tillers, plasters, painters, water well, drilling, geo-pilot
techniques and decorators, mechanical and civil engineering, timber

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 sawyers, timber merchants, timber, carpenters ,furniture makers and
any other business similar to the above.

13. To engage and or otherwise carry the business as general roads,

highways and building contractors, to be contractors of all kinds of
motor ways, bridges, airports, of all kinds, waterways, harbors and
dams and barrages of all kinds and description.

14. To engage, provide and employ or to act as agents in providing and

employing of architects, contractors, value’s, instructors, and any other
persons or companies for the construction and improvements of real
properties in any form whatsoever.

15. To carry on the business in Tanzania or any other part of the world
relating to all or any of the business of buying, selling, developing real
property and consultancy with or without joint venture or partnership
with a local or foreign company.

16. To undertake or direct the management of any property, buildings,

lands and estate (of any tenure or kind what over)any persons, whether
member of the company or not in the capacity of estate managers or
receivers or otherwise.

17. To establish and carry on, and promote the establishment and carrying
on, upon any property in which the company is interested, any business
which may be conveniently carried on upon or in connection with such
property, and the establishment of which may seem calculated to enhance
the value of the company’s interest in such property, for to facilitate the
disposal of the same.

18. To acquire, take over and undertake the whole or any part of the business,
property and liabilities (including Mortgage Bonds) of any person or
company caring on any business which the company is authorized to
carry on, or possessed of property suitable for the purpose of this
company.

19. To enter into partnership or any arrangement for sharing profits, union of
interest, co operation, joint venture, reciprocal, concession or otherwise,
with any person or company carrying on or engage in, any business or
transaction which this company is authorized to carry on engage in, or
business transaction capable of being conducted so as to directly or
indirectly benefit this company. And to lend money to, guarantee the
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 contracts of, or otherwise acquire shares and securities of any such
company, and to sell, hold, re- issue with or without guarantee, or
otherwise deal with the same.

20. To enter into arrangement with any governments or authorities, supreme,

municipal, local or otherwise, that may seem conducive to the company’s
objects, or any of them, and to obtain from any such government or
authorities, any rights, privileges, and concessions which the company
may think it desirable to obtain, and to carry out, exercise and comply
with any such arrangements, rights, privileges and concessions.

21. To build, purchase, lease, exchange, hire or otherwise acquire any real or
leasehold estate or other property or rights real or personal, which may
seem to the company necessary or suitable or convenient for the
company’s business or any part thereof, on such terms and conditions as
the company shall deem expedient, and to sell, improve, manage, develop,
exchange, lease, mortgage, dispose of, turn to account, or otherwise deal
with any such property or rights.

22. To purchase or otherwise acquire, and to own, develop, sell mortgage or

otherwise dispose of real estate, real property, and all interests and right
therein, without limit as to amount, and to the same extent as natural
persons or could do, and in any part of the world.

23. To apply for, obtain, register, acquire by purchase, leas or otherwise, to

hold, own, use, operate, introduce, sell, assign or otherwise dispose of any
trade-mark, trade names, copyrights, patents, inventions, improvements
and processes used in connection with or secured under letters patents, of
Tanzania or elsewhere; and to use, exercise, develop, grant licenses in
respect of or otherwise to turn to account any such trade-mark, trade
names, copyrights, patents, inventions, improvement, processes, licenses
and the like, or any property or rights.

24. To carry the business of fishing, fishmongers and to export all types of
prawns, fish and other types of sea products whatsoever. Description
including but not limited to radios, television intercom network,
computers and telecommunication requisites and to radios television,
intercom network, computers and telecommunication requisites and to
put up and use cellular phones, telegraphs whether wireless or other
dynamos accumulators and all apparatus now known or that my hereafter
be invested in relation therewith including cables wire or appliances for
connection telecom system including the formation or exchange centers.

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25. To carry on the business as food supplement agents and service providers
for any person, company, government, organization both local and
international.

26. To engage in or otherwise to carry on business as general traders, to

import and supply all kind of food supplement goods or items ranging
from communication equipments, such as telexes, fax machines, tale print
net, computer and computer stationeries , television sets, satellite dishes,
transmission components, euglenas, video tapes and cameras, radios,
radios calls and all their spares, to import chemicals, textiles, Auto spares,
and any other thing which the company will deem fit to deal with.

27. To buy, sell, prepare for market, import and export all kinds of food
supplement and its associate.

28. To set up and deal in the business of running studios, be it for

broadcasting purposes and or photograph to run photograph processing
laboratories, offer video camera shooting services for various occasions,
run video tapes, cameras, films and to do any kind of business related to
the above objects.

29. To carry on the business as importers and exporters of

telecommunication machines, computers, computer accessory,
communication equipment, telephone accessories and parts of kinds.

30. To carry on the business of restaurateurs to supply all types of foods,

snacks, bites and beverages, whether indoors or outdoors and to thus
manage hotels, restaurants, cafes, holiday camps, beer and spirit
merchants, brewers, manufactures, exporters and importers of mineral
water.

31. To carry on the business of wholesale or retail of wood products and

household goods, iron-mongers, dealers in builders materials, timber,
household utensils, furniture manufacture of all kinds, China, glass,
household fittings, electrical appliance, wiring materials, wireless
apparatus, music systems, records and musical systems requisites and
farm and agricultural implement of every description and such other
goods as may be conveniently sold therewith and all things capable of
being used herewith or in the maintenance, repair and manufacture
thereof;.

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32. To hold share in any private or public company in Tanzania as may be
conveniently dealt in or with by the company in connection with or for
the benefit of this undertaking;

33. To carry on secretarial and stationery business, design and make all
types of entertainment, occasion and business cards and decoration
material;

34. To pay for any assets acquired by the company by share, debentures,
bond, cash or otherwise;

35. To apply for, purchase or otherwise acquire and protect and renew in
any part of the world, any patents, patent right, trade mark, designs,
licenses, concessions and the like, conferring any exclusive or non-
exclusive or limited rights to their use, or any secret or other
information as to any invention which may seem capable of being used
for any of the purposes of the company; or the acquision of which may
seem calculated directly or indirectly to benefit the company, and to
use, exercise, develop or grant licenses in respect of, or otherwise turn
to account the property, rights or information so acquired, and to
expend money in experimenting upon, testing or improving any such
patents, inventions or right;

36. To carry on the business as merchants or agents or agent’s brokers of or

for any chemical products or classes of

37. To acquire by purchase ,lease ,exchange ,hire, or otherwise ,land any

property of any tenure or any interest in the same Tanzania and
elsewhere acquire and generally to purchase, take on lease in
exchange ,hire property or otherwise acquire any real and personal
property, and any rights or privileges which the company may think
necessary or convenient for purpose of its business and in particular any
lands, buildings machinery, plant and stock-in trade.

38. To sell, lease let mortgage or otherwise dispose of the lands houses
buildings and other property of the Company and to act as general
merchants, commission agents, or any other capacity of other
company and to import, export, buy, sell, trader, barter, exchange,
manufacture, make advances upon or otherwise deal in goods,
produce, articles and merchandise of all kinds, both whole sale and
retail .and to transact any kinds of agency business.

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 39. To undertake and carry out the offices or offices and duties of trustee,
executor, administrator, attorney or nominee of or for any person ,
company or corporation, association, scheme, trust fund, government,
or municipal authority in respect of any business or matter of any
nature whatsoever.

40. To acquire share, stock, debentures, debenture stock, crypts, bonds,

notes, securities, obligations, funds or loans by original subscription,
tender, purchase, participation in syndicates, exchange or otherwise,
and to guarantee subscribe thereof, and to exercise, and enforce all
rights and powers conferred by or incidental to ownership thereof, and
to vary and transpose from time to time as may be considered
expedient any of the company’s investments for the time being.

41. To acquire and take over the whole or any party of the business,
property and liabilities of any company or person caring on any
business which the company is authorized to carry on, or possessed of
any property or assets suitable for the purpose of the company.

42. To pay or any property or assets acquired by the company either in cash
or fully or partly paid shares or by the issue of securities or obligation,
or partly in one mode and partly in another and generally on such terms
as may be determined .

43. To lend money and/or guarantee the performance of the contracts or

obligations of any company, firm or person, and the payment and
repayment of the capital and principal or, and dividends, interest or
premium on, any stock, shares and security of any company, whether
having objects similar to those of the company or not, and give all kinds
of indemnities, and to make receive subvention payments.

44. To borrow or raise or secure the payment of money by bank overdrafts,

by mortgage, or by the issue of debenture or debenture stock, perpetual
or otherwise, or in such other manner as the company’s property or
assets, present and future, including its uncalled capital, and further to
secure any securities of the company by a trust deed or other assurance.

45. To issue and deposit any securities which the company has power to
issue by way of mortgage or secure any such sum less than the nominal
amount of such securities, and also by way of security for the
performance of any contract or obligations of the company or of its
customers or of any other company or person having dealings with the

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 company, or in whose business or undertakings the company is
interested.

46. To receive money on deposit with or without interest thereon.

47. To establish or promote, or join the establishment or promotion of, any

other company whose objects, shall include the taking over of any of the
assets and liabilities of the company or the promotion of which shall be
calculated to advance its interests.

48. To amalgamate with any other company, whose objects are or include
objects similar to those of the company.

49. To distribute any of the company’s property or assets among the

members in specie.

50. To do all such acts and things as are incidental or conducive to the
attainment of the above objects. It is hereby declared that the word
“company” except where used in reference to the company shall be
deemed to include any partnership or other body of persons whether
incorporated and whether not existing or hereinafter to be formed.

51. It is furthermore expressly declare that the intention is that the objects
set forth in each of the foregoing paragraphs of this clause shall be
construed in the most liberal way and shall in no way be limited or
restricted by reference to any other paragraph or by any inference
drawn from the terms of any other paragraph.

And it is hereby expressly declared that the word company in this clause ,except
where used in this reference to this company shall be deemed to include any
partnership or other body of persons ,whether incorporated or not incorporated
and whether domiciled in Tanzania or elsewhere ,and that the intention is that the
intention is that each of the objects specified in each paragraph of this clause shall,
except where otherwise expressed in such paragraph ,be an independent main
object and otherwise limited or restricted by references to or interference from the
terms of any other paragraph or the name of the company.

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4. The liability of the members is limited.

5. The authorized share capital of the company is Tanzania Shillings Ten

Millions (TZS. 10,000,000/=) divided into One hundred (100) Shares of
Tanzania Shillings (TZS.100,000/=) each, with rights and privileges and
conditions, respectively attached thereto or may from time to time be
conferred by the regulations of the company, with powers to increase or
reduce such capital and to issue any of the shares in the capital, original or
increased, with or subject to any preferential, differed special or qualified
rights, privileges or conditions as regards dividends repayment or capital
voting or otherwise. And to vary, modify or abrogate any such rights,
privileges or conditions in such manner as May for the time being is provided
by the regulations of the company

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We, the several persons whose names and addresses are subscribed below, 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, Addresses and Description Number of Signatures

of Subscribers Shares taken

SUBIRA KONDO WENGE 55

P.O.BOX
ZANZIBAR

SALIM ALI MANSOUR 45

P.O.BOX
ZANZIBAR

Name ...............................................................

Signature: ………………………………………………...

Dated this ………………of ………………………..Two Thousand and Twenty Three.

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 THE COMPANIES ACT NO 15 OF 2013

THE LAW OF ZANZIBAR

COMPANY LIMITED BY SHARE

ARTICLES OF ASSOCIATION

OF

SS CONTRACTORS CO. LTD

1.0 PRELIMINARY:

The Regulations contained in Table A of the First Schedule (Part I) to the

Companies Act No 15 Of 2013 (hereinafter referred to as table A) shall apply
save and except in so far as they are excluded or varied hereby. The clause
hereinafter appearing are in addition to the regulations contained in Table A
and in case of conflicts, the clause herein shall constitute the regulations of the
company.

2.0 INTEPRETATION

In these articles, unless inconsistent with the subject or context:

"The ACT means the Companies Act No 15 of 2013

"The Board" means the Board of Directors for the time being of the company.
"Dividend includes bonus.
"Member" means the registered holder of a share or shares or stock in the
Company.
"Month” means calendar month; "year" means calendar year
"The Seal" means the Common seal of the Company.
"Secretary" means any person appointed to perform the duties of the
Secretary of the Company.

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 "Shares" include stock except where a distinction between shares and stock is
expressed or implied and a reference to any class of shares includes the class of
stock corresponding to such class of shares.
Words denoting the singular include the plural and versa.
Words denoting the masculine gender include the feminine gender.
Words denoting persons include corporations, companies, cooperative
societies, and the like.

Expressions referring to writing shall, unless the contrary intention appears, be

construed as including reference to printing, lithography, photography, and
other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words of expressions contained in these

Articles shall bear the same meaning as in the Act or any statutory modification
thereof in force at the date at which these Articles become binding upon the
Company.

3.0 PRIVATE COMPANY:

The Company is a private company and accordingly: -
3.1 The right to transfer shares is restricted in manner hereinafter
prescribed.
3.2 the number of members (for the time being) 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 termination of
such employment to be members of the company, shall not at any time
exceed Fifty (50).
PROVIDED that, where two or more persons hold one or more shares in
the Company, jointly they shall for the purpose of this Article be treated
as a single member.
3.3 Any invitation to the public to subscribe for any shares or debentures of
the Company is prohibited.
4.0 SHARES
4.1 The initial share capital of the Company is TEN MILLION only
(10,000,000/=) divided into ONE hundred thousand 100,000
Ordinary shares of Tanzania Shillings 100 /= each.
4.2 The shares of the Company shall be under the control of the Board of
Directors and shall be subject to the provisions, if any, in that behalf of
the Decree and the Memorandum of Association and without prejudice
to special rights previously conferred on the holders of existing shares or
class of shares, may be issued with such referred, deferred or other
special rights, or such restrictions, whether in regard to dividend, voting,

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 return of capital or otherwise, as the Company may from time to time by
special resolution determine, and any preference share may, with the
sanction of special resolution, be issued on the terms that it is, or at the
option of the Company is, liable to be redeemed.
4.3 If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms
of issue of the class) may be varied with the consent in writing of the
holders of three fourths of the issued shares of that class or with the
sanction of an extraordinary resolution passed at a separate general
meeting of the holders of the shares of the class. To every such separate
meeting the provisions of this regulation relating to general meetings
shall mutatis mutandis apply.
4.4 Every person whose name is entered as a member in the register of
members shall, without payment, be entitled to a certificate under the
Seal of the Company specifying the share or shares held by him or such
body and the amount paid up thereon, provided that in respect of a share
or shares held jointly by several persons the Company shall not be
bound to issue more than one certificate, and delivery of a certificate for
a share to one of several joint holders shall be sufficient delivery to all.
4.5 The Company shall be entitled to treat the person whose name appears
upon he Register in respect of any share or shares as the absolute owner
thereof and shall not be under any obligation to recognize any trust or
equity or equitable claim to or partial interest in such share or shares
whether or not it shall have express or other notice thereof.
4.6 If a shares certificate is defaced, lost or destroyed it may be renewed on
payment of such fee, if any, not exceeding one thousand shillings and on
such terms if any, as to evidence and indemnity as the Directors think fit.
5.0 LIEN

5.1 The company shall have a first and paramount lien upon all shares
whether fully paid or otherwise registered in the name of any member ,
either alone or jointly, or with the company whether the period for the
payment fulfilment or discharge thereof shall have actually arrived or
not, and such shares. But the directors may at any time to time declared
in respect of such shares. But the directors may at any time declare any
share to be exempt, wholly or in part from the provisions of the articles.

5.2 The director shall the shares subject to any lien at such time or times and
in such manner as they think fit but no sale shall be made until such time
as the moneys in respect of which such lien exists or some part there of
writing stating the amount due or specifying the liability or engagement
and demanding payment of fulfilment discharge there and giving notice
of intention to sell on default shall have been served on such member or
persons entitled by transmission to the shares and default by him for

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 seven days after such notice.

5.3 The net proceeds of any such sale shall be applied in or towards the
satisfaction of the amount due to the company of the liability or
engagement, as the case may be, and the balance may be (if any) entitled
by the transmission.

5.4 Upon any such sale as aforesaid the directors may enter the purchasers
name in the register as the holder of the shares and purchases shall not
be bound to see to the application of the purpose money nor shall his
little be affected by any irregularity of invalidity in the proceedings in
reference to the sale.

5.5 No member shall be entitled to receive any dividend or exercises any

privilege as a member, until he shall have paid all calls or for the time
being due and payable on every shares held by him, whether alone or
jointly with any other person together with interest and expenses.(if
any) .

6.0 CALLS OF SHARES:

6.1 Subject to any special condition on allotment of shares all calls on shares
shall be made by and at the discretion of the Directors and shall be
payable at such time and place and by instalments or otherwise as the
Directors may appoint and Regulations 15 to 21 of Table A, Part I, shall
apply.

6.2 No member shall be entitled to receive any dividend or to exercise any

privileges as a member until he shall have paid all calls for the time being
due and payable on every share held by him or her whether alone or
jointly with any other person, together with interest and expenses (if
any) due thereon.

7.0 TRANSFER & TRANSMISSION OF SHARES

The right of members to transfer their shares shall be restricted as follows: -

7.1 Any shares may be transferred at any time by a member to any other
member or to any child or other issue, brother, sister, or such member
and any share of a deceased member may be transferred by his legal
representatives to any of the said relations of the deceased member or
any relation to whom the deceased member may have specifically

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 bequeathed the same, provided always that the Directors may decline to
register any transfer of shares to a transferee of whom they do not
approve or may suspend the registration of transfers upon such terms
and conditions as the Directors may deem fit.

7.2 Except where the transfer is made pursuant to the last preceding article,
the member proposing to transfer any shares shall give notice, in writing
to the Company that he or she desires to transfer the same. Such notice
shall specify the sum he or she fixes as the fair value and shall constitute
the Company his or her agent for the sale to any member of the Company
at the price so fixed or at the option of the purchaser to be fixed by the
Company's auditor in accordance with these articles. The transfer notice
may include several shares and, in such case, shall operate as if it were a
separate notice in respect of each share. The transfer notice shall not be
revocable except with the sanction of the Directors.

7.3 If the Company shall within the space of thirty days after being served
will such notice find a member filling to purchase the shares and shall
give notice thereof to the proposing transferor he shall be bound upon
payment of the full fair value to transfer the shares to the purchaser.

7.4 In case any difference arises between the purchasing member and the
proposing transferor as to the fair value of the shares the Company's
auditor shall, on application of either party, certify in writing the sum
which in his opinion is the fair value and such sum shall be deemed to be
the fair value and in so certifying the Auditor shall be deemed to be
acting as an expert and not as an arbitrator.

7.5 In any case the proposing transferor after having become bounded as
aforesaid makes default, in transferring the shares, the Company may
receive the purchase money, and shall, thereupon cause the name of the
purchasing member to be entered in the Register as the holder of shares
and shall hold the purchase money in trust for the proposing transferor.

7.6 If the Company shall not within the space of thirty days after being
served with the transfer notice, find a member willing to buy the shares
and give notice in manner aforesaid, the proposing transferor shall at
any time within three months afterwards, be at liberty subject to sub-
clause (h) hereof to sell and transfer the shares to any person
whatsoever and at any price.

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 7.7 The shares specified in any notice served by the Company pursuant to
sub-clause (b) hereof shall be offered to all the members of the Company
if there are more than one member willing to purchase in proportion to
the shares held by them on that date.

7.8 The Directors may refuse to register any transfer of shares:

7.8.1 where the Company, has a lien on the shares or

7.8.2 where they are not satisfied that the proposed transferee is a
responsible person, or

7.8.3 Where the Directors consider that the proposed transferee (not
being a member) is not a desirable person to admit to
membership; but provisions (i) and (ii) shall not apply where
the proposed transferee is already a member. However, the
Directors shall not refuse to register any share transfer
unreasonably.

7.8.4 The Directors may call upon the executors or administrators of a

deceased member or the trustee or representative of a bankrupt
member to transfer the shares held by such member to a
member of the Company and if the executors or administrators
or trustees aforesaid do not comply forthwith, they shall be
deemed to have served the Company with a transfer notice
under sub-clause (b) hereof and to have specified therein a sum
equal to the value of the shares as the same shall be determined
by the auditor.

8.0 FORFEITURE OF SHARES:

Regulations' 33 to 38 of Table A, Part I, shall apply except that: -

8.1 Forfeiture of a share shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.

8.2 An entry in the Minute Book of the Company of the forfeiture of any
shares or that any shares have been sold to satisfy a lien of the Company
shall be sufficient evidence, as against all persons entitled to such shares,
that the shares were properly forfeited or sold, and such entry and the
receipt of the Company for the price of such shares, and the name of the
purchaser shall be entered in the Register as a member of the Company

16
 and he shall be entitled to a Certificate of Title to the shares and 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 forfeiture or sale.

9.0 ALTERATION OF CAPITAL

9.1 The company may at any time and with sanction of the special
resolution, alter the conditions of its memorandum of Association for the
following purpose or any of them.
9.1.1 To consolidate and divide its share capital into shares of larger
amount than its existing shares; or

9.1.2 To cancel any shares not taken or agreed to be taken by any

person; or

9.1.3 To divide its shares capital or any part thereof, into shares of
smaller amount than is fixed by its memorandum of association
and subject to the provision of the Decree, and somewhat as
between the resulting shares one of the more of such shares may
be the resolution by which subdivision is effected by given any
preference or advantage as regards divides; capital, voting or
otherwise over the others or any of such shares; or

9.1.4 To reduce its capital in any manner authorized and subject to the
provisions of the ACT

9.2 The company may from time to time by special resolution whether all
shares for the time being shall have been issued or not, or all the shares
for the time being issued shall have been fully called up or not increase
its share capital by the creation of new shares new capital to be of such
amount and to be divided in to shares of much respective amounts and
(subject to any special rights) for the time being attached to any existing
call of shares to carry such preferential, deferred or other special (if any)
or to be subject to such conditions in regard to divided, return of capital,
voting or otherwise, as the special Resolution authorizing such increase
may direct.

9.3 Unless otherwise determined by the company in general meeting, any

original shares for the time un issued, and any new shares from time to
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 time to be created shall, before they are issued, be offered to the
numbers in proportion, as nearly as may be, to the number of shares
already held by them respectively, and limiting a time within which the
offer, if not accepted will be deemed to have been declined and after
the expiration of such time or on the receipt of an intimation from the
person to who, the offer is made that he declines to accept the shares
offered, the Director may, subject to these articles dispose of the same
in such manner as they think most beneficial to the company.

9.4 The directors may in the like manner dispose of any new original
shares as aforesaid, whim by reason of the proportion borne by the to
the number of persons entitled to such offer as aforesaid or reasons of
any other difficult in apportioning the same cannot in the opinion of
the directors be conveniently offered in the manner herein before
provided.

9.5 Subject to the provisions of section 61 of the Act, all or any of the rights
privileges or conditions for the time being attached to or belonging to
the class of the shares for time being forming part of the company may
from time to time be modified, varied, extended or extended
surrendered in any manner with the consent in writing of the holders
of not less than three fourth of the issued shares of that class or with
the sanction of a special resolution passed at the separate meeting of
the members of that class. To any such separate meeting all the
provisions of these articles as to general meeting of the company shall
mutatis mutandis apply , but the quorum shall be members of the class
holding or representing proxy one third of the capital paid or credited
as paid-up.

9.6 Except so far as otherwise provided by or pursuant to these articles or

by the conditions of their issues any new shares shall be considered as
part of the original ordinary share capital of the company and shall be
subject to the same provisions with reference to the payment of calls,
lien transfer, transmission forfeiture and otherwise as the original
share capital.

10.0 GENERAL MEETING; PROCEEDINGS AT GENERAL, MEETINGS AND VOTES

OF MEMBERS:

Regulations 47 to 76 of Table A, Part I, shall apply but so that: -

10.1 A general meeting shall be held once in every calendar year at any time
(not being more than fifteen months from the last preceding general
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 meeting) and at such place as may be prescribed by the Directors subject
always to the provision of section 136 of the Act. Such meeting: All other
general meetings shall be called extra ordinary general meeting.
10.2 A General Meeting May, with the consent in writing of all the members
for the time being, is convened on a shorter notice than 14 days or
without written notice.
10.3 Notice of an adjourned meeting shall not be required in any case.
10.4 Three third (3/4) members present personally or by proxy shall form a
quorum.
10.5 An instrument of proxy may be in the usual common form or in any
other form approved or accepted by the Directors.
10.6 A resolution in writing signed by all Directors in Zanzibar, being not less
than Two (2) shall be valid and effectual as if it had been passed at a
meeting of the Directors, dully called, and constituted.
10.7 The directors may, whether they think, convene an extra-ordinary
general meeting, and extra -ordinary general meetings may also be
convened on an requisition made in terms of section 128 of the Act, or in
default, may be convened by the requisitions as provided by and subject
to the provisions of that section. If any time there shall not be within
Tanzania, sufficient number of the director capable of meeting any
director of any two members of the company may convince an extra-
ordinary general meeting in the same manner as nearly as possible as
that in which meeting may be convened by directors.
10.8 There shall be elected from the body of the members a chairman who
shall hold the chair for a period of three years, unless at any time the
members in general meeting shall decide otherwise, provided always
that tt1e d1aim1an may be re-elected for sum other term of the office as
the general meeting shall decide by ordinary resolution.
10.9 The chairman may, with the consent of any meeting at which a quorum is
present and shall if so, directed by the meeting, adjourn any meeting
from time to time and place to place, as the meeting shall determine.
Whenever a meeting is adjourned for ten or more days, notice of the
adjourned meeting shall be given in the same manner as in the case on
an original meeting, save as aforesaid no matter shall be transacted at
any adjourned meeting. No business to be transacted at any adjourned
meeting other than the business, which might have been transacted at

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 the meeting from, adjourned meeting from which the adjournment took
place.
10.10 At all general meeting, a solution put to the vote of the meeting shall
decide on an show of hands unless before or upon the declaration of the
result of the show of hands a poll be demanded in writing by the
chairman (being a person entitled to vote) or by at least two members
present in person or by proxy. Unless a poll be so demanded, a
declaration by the carried unanimously, or by a particular majority , or
loss of not carried by a company shall be conclusive evidence thereof
without proof of, the number or proportion of the votes recorded in
favour in against such resolution.
10.11 If a poll were demanded in manner aforesaid it shall be taken at such
time and place and in such manner as the chairman shall direct, and the
result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded.
10.12 No poll shall be demanded on the election of a chairman of meeting or
any question of adjournment.
10.13 In any case of equality of votes, either on show of the hands or on a poll,
the chairman of meeting shall be entitled be a further of casting vote.
10.14 The demand of a poll shall not prevent the continuance of a meeting for
the transaction of any business, other than the question on which a poll
has been demanded.
11.0 BORROWING POWERS:

11.1 The Directors may not borrow until otherwise determined by the
company in the general meeting or may themselves lend and secure
the payment of any sum of money for the purpose of the Company’s
business as they may think fit.

11.2 The Directors may secure the re-payment of such moneys in such
manner and upon such terms and conditions in all respects as they
think fit and in particular subject to Regulation 2 (c) of Table A, Part
II, by debentures or debenture stock in the Company, charged upon
or all or any part of the property of the Company (both present and
future) including the uncalled capital for the time being.
12.0 DIRECTORS:

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 12.1 Subject as herein provided, and until otherwise determined by the
company in the general meeting, the number of Directors shall not
be less than two and not more than seven. Unless the company in
General Meeting decide.

12.2 The first Directors shall be:

12.2.1 SUBIRA KONDO WENGE

12.2.2 SALIM ALI MANSOUR

12.3 The remuneration of the Directors shall from time to time be

determined by the company in a general meeting and Regulation 76
of Table A, Part I, shall not apply.

12.4 The share-holding qualification for Directors may be fixed by the

Company in general meeting, and unless and until so fixed, no
qualifications shall be required.

12.5 No Director shall be disqualified from his office by contracting with

the Company nor shall any such contract entered into by or on
behalf of the Company in which any Director shall be in any way
interested be voided, 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 by reason of such Director holding
that office, or the fiduciary relations thereby established but it is
declared that the nature of his interest must be disclosed by him at
the meeting of the Directors at which the contract is determined if
his interest then exists, or in any other case at the first meeting of
the Directors after the acquisition of his interest. Subject as
aforesaid no Director -shall be disqualified from voting in respect of
any contract or arrangement in which he is so interested as
aforesaid.

13.0 ALTERNATE DIRECTOR

Every Director shall have power subject to the consent of the other Directors to
nominate any person to act or attend as Alternate Director in his place during
his absence from Zanzibar and on such appointment being made the Alternate
Director shall be subject in all respects to the terms (except as regards share
qualification) and conditions existing with reference to the other Directors and
such Alternate Director while acting in the place of such absent Director shall

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 exercise and discharge all the duties of the Director whom he represents, The
other Directors may decline to accept the nomination or any alternate Director
without assigning any reason.

14.0 SECRETARY:

14.1 The Directors shall from time to time by special resolution appoint a
Secretary or a temporary substitute for such Secretary and any such
substitute shall for all the purposes of these Articles be deemed to be the
Secretary during the period for which he is appointed. A Director may hold
the office of Secretary of the Company, and Regulations 110 to 113 of Table A,
Part I, shall apply,

14.2 No person shall be appointed or hold office as Secretary who is: -

14.2.1 the sole Director of the Company; or

14.2.2 A corporation sole, the Director of a corporation which is the sole Director of
the Company; or

14.2.3 The sole Director of a corporation which is the sole Director of the Company.

14.3 A provision of the Act or these regulations requiring or authorizing a thing to

be done by or to a Director and the Secretary shall not be satisfied by its being
done by or to the same person acting both as Director and as, or in place of,
the Secretary.

15.0 ACCOUNTS:

15.1.1 The directors shall cause such books of account as are prescribed by section
153 (3) of the Act to be kept.

15.2 The books of the account shall be kept at the registered office of the
company or at such other places or places as the directors think fit and shall
always be open to the inspection of the directors.

15.3 The directs shall from time to time determine whether and to that extent
and at what times and places and under what conditions or regulation
the account books of the company or any of them shall be open to
inspection of member not being directors and no member (not being

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 director) shall have right of inspecting any account or book or document
of the company of the company or by the company or by the company in
general meeting.

15.4 The directors will from time to time in accordance with the section 144,
146, and 153 of the Act, cause to be prepared and laid before the
company in general meeting such profit and loss accounts, balance sheet,
group account (if any) and resorts are referred in that section.

15.5 A copy balance sheet (including) documents required by low to the

(annexed thereto) which is to be laid before the company in general
meeting, together with a copy of the directors report and the auditor’s
report, shall not less than twenty one days before the date of meeting be
sent to every member of, and every holder of debentures of the
company, provide that this regulation shall not require a copy of those
documents to e sent to any person of whose address the company is not
aware or to more than the joint holders of any shares or debentures

16.0 AUDIT

Auditors shall be appointed, and their duties regulated in accordance with

Section 153 and 154 of the Companies Act or any statutory modification
thereof for the time being force.

17.0 THE SEAL

The Directors shall provide for the safe custody of the Seal. The Seal of the
Company shall not be affixed to any instrument except by the authority of a
resolution of the Board of Directors and in the presence of at least two
Directors or a Director and the Secretary or such other person as the Director
and Secretary or other person as aforesaid shall sign every instrument to which
the Seal of the Company is so affixed in their presence.

18.0 WINDING UP:

If the Company is wound up, whether voluntarily or otherwise, the liquidator

may, with the sanction of a Special Resolution, divide among the contributories
in specie any part of the assets of the Company

19.0 INDEMNITY:

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 Regulation 132 of Table A, Part I, shall apply to this Company and further,
subject to provisions of the Companies Act No 15 of 2013, every Director or
other officer of the Company shall be entitled to be indemnified out of the
assets of the Company against all losses or liabilities which he may sustain or
incur in or about the execution of his duty, and no Director or other officer shall
be liable for any loss which may be incurred by the Company in execution of his
office in relation thereto.

20.0 ARBITRATION

Whenever there shall be equality of votes amongst member or directors or

whenever any different shall arise between the company and the directors on
one hand, and any of the member or their representatives on the other hand, or
between any members or class of members, with regard to the construction of
these presents, or with regard to anything done, executed of suffered, in
pursuance of these presents or the company decree or with regard to any
breach or alleged breach of these presents, or any claim on account of any such
breach, or otherwise relating to these or any of affairs of the company, every
such differences of opinion shall be referred to the decision of Two (2)
Arbitrators, One (1) to be appointed by each of the parties in difference, and
any such reference shall be subject to all the provisions of the Arbitrations
Decree for the time being in force in Zanzibar.

21.0 ADDITIONS AND ALTERATIONS:

Subject to the provisions of the Companies Act and to those contained in the
Memorandum of Association, the Company by a special Resolution, may make
alteration or additions to these Articles of Association and any such alteration
so made shall be valid and effectual as if originally contained in these Articles
and be subject in like manner to alteration by special Resolution.

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

Name, Addresses and Description Number of Signatures

of Subscribers Shares taken

SUBIRA KONDO WENGE 55

P.O.BOX
ZANZIBAR

SALIM ALI MANSOUR 45

P.O.BOX
ZANZIBAR

Name ...............................................................

Signature: ………………………………………………...

Dated this ………………of ………………………..Two Thousand and Twenty Three.

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