UNDER THE OHADA UNIFORM ACT TREATY

COMPANY LIMITED BY SHARES

MEMORANDUM AND
ARTICLES OF ASSOCIATION

OF

WIRANI VENTURES LTD

Private Limited Company

 MEMORANDUM OF ASSOCIATION
OF
Wirani Ventures Ltd

Article 1: Name
The name of the Company is “Wirani Ventures LTD”.
The Company is to be a Private limited company.

Article 2: Company seal and company documents

All documents patterning to the company such as letters, invoices, announcement,
publications and other company credentials shall carry the name of the company
followed by the word limited and the company logo

Article 3: Domicile
Registered head office of the company shall be in Messa and the administrative
head office shall be in Yaoundé. It may be transferred to another town or region within
the national territory with the decision of the general assembly.

Article 4: Objectives
The objects for which the Company is established are:

1. To promote a strong, articulate and creative culture, in Cameroon; by investing,

producing and promoting the artistic, technological and innovative expressions
and initiatives of Cameroonians in all forms and media, carryout research,
disseminate information and promote the employment of artists and other
persons in the arts, entertainment, multimedia and information industries.
2. To offer Information and Communication Technology services and to produce,
buy and sell Information, communication, leisure and technology products
3. To promote, encourage and support the dissemination by all means, including
lectures, printing, recordings and transmission by radio, television, internet,
mobile and multimedia, knowledge and information relating to music and other
forms of art, entertainment and communication and the utilization of community
resources for the same;
4. To carry on the business of an investment holding company and for that
purpose to acquire and hold either in the name of the Company or in that of any
nominee; shares, stocks, debentures, debenture stock, bonds, notes, obligations
and securities issued or guaranteed by any company wherever incorporated or
carrying on business and debentures, debenture stock, bonds, notes, obligations
and securities issued or guaranteed by any Government, Sovereign Ruler,
Commissioners, Public Body or Authority supreme, dependent, municipal, local
 or otherwise in any part of the world and to raise money on such terms and
conditions as may be thought desirable for any of the above purposes.
5. To carry on the business of importation and exportation of all categories of
products subjected to the rule of legality.
6. To acquire and undertake the whole or any part of the business, property and
liabilities of any person or company carrying on any business which the
Company is authorized to carry on, or possessed of property suitable for the
purposes of this Company.
7. To enter into partnership or into any arrangement for sharing profits, union of
interests, co-operation, joint venture, reciprocal concession, mutual assistance, or
otherwise, with any person or company carrying on or engaged in, or about to
carry on or engage in, any business or transaction which this Company is
authorized to carry on or engage in or any business or transaction capable of
being conducted so as directly or indirectly to benefit this Company and to lend
money to guarantee the contracts of or otherwise assist any such person or
company.
8. To carry on any other business (whether manufacturing or otherwise), which may
seem to the Company capable of 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 or rights.
9. To do all such other things as the Company may think incidental or conducive to
the attainment of the above objects or any of them.

Note: It is hereby declared that the word "company" in this Clause, except where
used in connection with this Company, shall be deemed to include any partnership
or other body of persons, whether incorporated or not incorporated, and whether
domiciled in Cameroon, CEMAC, or elsewhere, and the intention is that the objects
specified in each paragraph of this Clause shall, except where otherwise expressed
in such paragraph, be independent main objects and shall be in no wise limited or
restricted by reference to, or inference from, the terms of any other paragraph or the
name of the Company.

Provided always that the provisions of this Clause shall be subject to the Company
obtaining where necessary for the purpose of carrying any of its objects into effect
such license, permit or authority as may be required by law.

Article 5: LIABILITY
 The liability of the members is limited.

Article 6: CAPITAL
1. The capital of the Company is 2,000,000FCFA (two million) divided into 100
shares of Fifty thousand (20,000 CFA) each.
2. The share capital can be in liquid or kind as provided by Article 312 of the
OHADA
3. The company may from time to time modify (increase or decrease its capital).

Article 7: PROFIT AFFECTATION

1. A Statutory reserve of 25% shall be made on profit.

Article 8: LIFESPAN
1. The company has a life span of 99 years from the date of creation.

Article 9: ASSOCIATION
WE, the several persons whose names and addresses are 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
opposite our respective names.

Name Adress Description Number Of Signature

Of Shares Shares
Adeline Mbenkum
Verkijika Divine Nyuyki 674871077 #0001 25

Whereof, we of the…………………….…………………………………………... Law

firm P.O Box ………. Yaounde, have drawn up this memorandum of association
pursuant to the provision of section 74 of law No.90/059 of December 1990

Notary
 ARTICLES OF ASSOCIATION

OF

Wirani Ventures Ltd

APPLICABLE LAWS:
The law that govern the company shall be the uniform Act on commercial companies
and economic interest Groups (OHADA)

THE COMPANY
The company is registered as a private limited company and accordingly the number of
members of the company shall at least be two (2) and no ceiling as provided for by
Art.309 of OHADA.

1. THE BUSINESS

a) The business authorized by the memorandum of association and these articles

expressly or impliedly may be undertaken at any time or times as the shareholders
deem fit.

2. SHARES

a) The shares of the company are at the disposal of the director general and subject
to the following provisions:
b) The initial capital of the company is five million (2.000.000) CFA divided into
(100) shares of twenty thousand Franc CFA each.
c) Shareholders may subscribe in cash as well as in kind as provided for by articles
312, 313 of uniform act.
d) The payment and deposit of funds shall be recorded by a notary within the
jurisdiction of the court of the registered office by means of a notarial statement
of subscription and payment indicating the list of subscribers with their full names
and domicile for natural persons and company name, legal status and registered
office for cooperate bodies, as well as the banks where those concerned are
domicile where necessary and the amounts paid by each of them.
e) The funds thus deposited shall be unavailable until the day of registration of the
company in the trade and personal property credit register. With effect from that
day they shall be put at the disposal of the managers duly appointed by the articles
of association or by a subsequent instrument.
TRANSACTIONS RELATING TO COMPANY SHARES

TRANSFER OF COMPANY SHARES

a) No transfer of shares inter-vivo shall be made to a person whom the shareholders

do not approve of, and the shareholders shall have an absolute discretion to accept
any transfers and shall not be obliged to accept any aspiring shareholder.
b) The company shall have the first and paramount lien and charge in all the shares
not fully paid up, registered in the name of a member whether in the society or jointly
with others, for all monies due to the company from him or his estate, either alone
or jointly with any other persons whether such monies are presently payable or not.
The company’s lien (if any) on shares shall extend to all dividends payable thereon.
c) Subject to the provisions of Art.317 of the uniform Act and the restrictions in
these articles, any member may transfer all or any part of his/her shares, but every
transfer must be made in writing and in the usual common form or in such other form
as the manager may approve and must be left at the office of the company
accompanied by the certificate of shares to be transferred and evidence (if any) as
the manager may require to proof the title of the prospective transferor.
d) Subject to the provisions of Art.321 of the uniform Act, in the case of death of
the registered member, the survivors, where the deceased was a joint holder and the
executors of the deceased, where he was a sole holder shall be the only person
recognized by the company as having any title of his shares, nothing herein contain
shall release the estate of the deceased holder (whether sole or joint) from any
liability with regards to any share solely or jointly held by him.

3. PLEDGING OF COMPANY SHARES

a) Subject to the provisions of Art.322 of the uniform Act, where the company
contents to a plan to pledge company shares under the conditions governing the
transfer of shares to third parties, such content shall imply the approval of the
transferee of regularly pledged company shares in case of compulsory liquidation,
unless the company decides, after the transfer, to immediately redeem the said shares
in order to reduce its capital.
b) In order to implement the provisions of the said paragraph and for the pledge to
be demur able to third parties, the pledging of shares may be notarial deed or by
private deed notified to the company and published in the trade and personal property
credit register.
MANAGEMENT

ORGANISATION OF MANAGEMENT
a)Appointment of managers
Pursuant to the provisions of article 323 of the uniform Act, the company shall be
managed by one or more natural persons whether or not they are shareholders of the
company.

b) The first manager(s) of Wirani Ventures shall be :

● Mr. Verkijika Divine Nyuyki

c) Term of office.
The term of manager of the company shall be 5 years renewable as provided for
in article 324 of the uniform Act.
d) Remuneration
Remunerations to The duties of managers shall be determined by the partners
as provided for in article 325 of the uniform Act.
e) Removal from office
a) Subject to the provisions of article 326 of the uniform Act, manager(S)
appointed in this article of association or not may be removed from office by
decisions of the shareholders representing more than half of the company’s
shares.
b) Manager(s) may equally be dismissed for a just reason by the court within
whose jurisdiction the company’s registered office is located at the request of
any shareholder.
f) Resignation of manager
a) The manager(S) may freely resign. However where such registration is not
justified; the company may bring action to compensate any damage or loss suffered
thereby.

POWERS OF MANAGERS
a) The business of the company shall be managed by the Director General who
pays all expenses incurred in setting up and registering the company, and may
exercise all such powers and do all such Act and things as may be exercised
or done by the company under the uniform Act or by these articles, required
to be exercised or done by the company’s General Assembly but subject to
any regulations or provisions as may from time to time be made or prescribed
by the company in General Assembly, provided that no regulations so made
shall invalidate any prior act of the Director General which would have been
valid if such regulations had not been made.
 b) In the carrying out of the day to day business of the company, the Director
General shall without any interruption from the General Assembly, exercise
full control and supervision over the act and executive administration and
appointment of staff, accounts relating to the services of the said employees,
and the payment of their privileges and allowances on presentation of such
justifying documents and financial instruments.
c) The Director General may from time to time borrow or raise loans for the
purpose of the company to secure the payment or repayments of such sums by
mortgage or charge upon all or part of unpaid capital, or by the issue of
debentures or otherwise as such as he may think fit, but such discretion would
be subject to the approval of the shareholders.
d) All monies, bills and notes belonging to the company shall be paid to or
deposited with the company’s bankers or to an account in the name of the
company or at the cash desk of the company. Checks on company’s bank
account shall be signed by the Board Chairman and the Director General.

LIABILITY OF MANAGERS

a. Pursuant to the provisions of article 330 of the uniform Act, the managers shall
be liable jointly and severally as the case may be to the company or to third parties
for violation of legal or statuary provisions applicable to provide limited
companies or for violations of the articles of association or for mistake made
during their management.
b. Where several managers jointly took part in the same Act, they shall be brought
before the competent court to determine the contribution of each in the repair of
the damage.
c. Pursuant to the provisions of the articles 331 of the uniform Act, individuals or
shareholders representing ¼ of the company’s shares may individually or as a
group, bring an action in the company’s interest against the manager(S).
d. The shareholders initiating an action in sub-section C above shall be empowered
to seek redress for the whole damage or loss suffered by the company for which
damages may be awarded.
e. No decision of the General meeting shall have the effect of extinguishing a
liability suit against managers for wrongs committed during the performance of
their duties.
f. Pursuant to the provisions of Art 332 of the uniform Act, the actions suit provided
for in the 3rd preceding subsections shall be barred after a period of 3 years from
the date of commission of the wrong or where it was concealed from the date of
disclosure thereof. Where it amounts to a crime, actions shall be barred after a
period 10years.
STATUTORY MEETINGS
1. Collective decisions shall be taken at General meetings.
 2. Each shareholder shall have the right to participate in the decision making and
shall have a number of votes equal to the number of company shares that he holds
3. A shareholder may be represented in the meetings of the company by his spouse
or by another shareholder upon presentation of a power of attorney from the
shareholder delegating him/her to act on his behalf.
4. The authority given to another shareholder or to a third party shall be valid for
only on meeting or for several successive meetings having the same agenda.
5. A shareholder shall not be voted through a proxy for part of his shares and in
person for the other part.

CONVENING OF GENERAL MEETINGS

1. Right to convene meetings

● The manager or, failing this ,the auditors (where there is more than one)shall
convene shareholders to meetings
● One or more shareholders holding half of the company’s shares, or ¼ of the
company’s share where they represent at least ¼ of shareholders may request the
convening of the meeting
2. Conditions of convening of meeting (Art.338 of Uniform Act)

a) Shareholders shall be convened at least 15days before the general meeting

by hand delivered letter against a receipt or by registered letter/Email with a
request for acknowledgement or receipt.
b) The letters of invitation shall indicate the agenda of the meeting.
c) Where the holding of the general meeting is requested by the shareholders,
the manager shall convene the meeting with an agenda proposed by the
requesting shareholders.
d) The shareholders, who shall be convened under the conditions and within
the time limits provided for in paragraph 2 (a) above, shall be placed in a
situation where they can exercise the right of communication provided for
in Art. 345 of the uniform Act.
e) Where a meeting is improperly convened, it may be annulled. However, the
action for annulment shall be inadmissible where all the shareholders were
present or represented.

1. Chairing of meetings

Pursuant to the provisions of Art 341 of the uniform Act, the General
Meeting of shareholders shall be chaired by the Director General or one of
the managers; where none of the managers is a shareholder, the meeting shall
be presided over by a shareholder present and consenting the eldest
shareholder.
2. Minutes of Meetings
● Pursuant to the provisions of Art 342 of the uniform Act, deliberations at
General Meeting shall be recorded in the minutes, indicating the time and
venue of the meeting, the full names of the shareholders present, the
documents and the reports tabled for discussions, a summary of the
proceedings, the texts of the resolutions put to the vote and the results of
the vote.
● The minutes shall be signed by each of the shareholders present.
● In case of consultation in writing, mention shall be made thereof in the
minutes which shall be signed by the manager(s) and to which shall be
appended the response of each of the shareholders.
● Pursuant to Art. 343 of the uniform Act, a single manager shall validly
certify copies or extract of the minutes of the shareholders’ deliberations.

3. Right of shareholders

The right of shareholders as stipulated by the provision of Articles 344, 345 and
346 of the uniform Act are as follows;

a) The shareholders shall have a right to be permanently informed of the affairs of

the company prior to the holding of General Meetings. He shall be communicated
a summary financial statement of the fiscal year, a management report prepared
by the manager(s), the text of the proposed resolutions and where necessary, the
auditor’s report as well as auditors special report relating to agreements signed
between the company and a manager or shareholder. The right of communication
shall be exercised during the 15 days preceding the holding of the General
Meeting.
b) The shareholders shall equally have the right to dividends pursuant to the
provisions of Art. 346 of the uniform Act. However, the manner in which
dividends shall be shared shall be determined by the General Assembly.
Dividends paid to shareholders, not corresponding to real profits belonging to
them, may be recovered from them. Such recovery shall be barred at the end of a
period of 3years from the date of commencement of the distribution of the
dividends.

ANNUAL ORDINARY GENERAL MEETING

a) Ordinary collection Decisions shall be taken to review the summary financial

statement of the previous financial year, to authorize management to carry out the
 transactions for which these articles of association provide for prior approval by the
shareholders, to appoint or replace managers and where necessary the auditors, to
approve agreements of the company and one of its managers or shareholders and in
general to decide on all matters that will not entail amendments of the memorandum
and articles of association.
b) The annual ordinary general meeting shall hold within 6 months of the close of the
fiscal year. The manager(S) may apply to the president of the competent court for
this time to be extended.

VOTING BY SHAREHOLDERS

a) Pursuant to Art 349 of the uniform Act, in ordinary meetings or in ordinary written
consultations, decisions shall be adopted by one or more shareholders representing
more than half of the capital.
b) Failure to attain this majority mentioned here above, the shareholders shall once
more be convened or consulted as the case may be, and decisions shall be taken by
a majority vote notwithstanding the share of capital represented.
c) Managers will not however be dismissed unless by an absolute majority of
shareholders.
d) The annual ordinary general meetings shall also deliberate on agreements between
the company and one of its managers or shareholders and to this end, it shall be
deliberated in the manner provided for in articles 350 to 355 of the uniform act.

EXTRA ORDINARY COLLECTIVE DECISION

Pursuant to the provisions of article 357 of the uniform Act, the extraordinary general
meeting shall have the object of carrying out the following:

a) It shall have the power to amend the articles of association.

b) Amendment of the articles of association shall be by the shareholders representing
at least three quarters (3/4) of the registered capital.
c) Decision relating to the variation of the share capital shall be carried out by extra
ordinary general meetings
d) Notwithstanding the provisions of article 358 of the uniform act, the decision to
increase capital through the capitalization of profits or reserves shall be taken by the
partners controlling at least half of the share capital.
e) Where capital is increased by shares issued for cash, the funds derived from the
subscription shall be deposited at the bank or at the notary’s office in conformity
with the applicable laws.
f) Where the increase of capital has been affected either partially or wholly
by contributions in kind, partners shall designate a shares auditor where the
value of each contribution or total special benefits exceeds five million
(5.000.000) fcfa.
 g) The share auditor shall be designated under the same condition as for the
formation of the company.
h) The shares auditor may also be appointed by the president of the competent
court at the request of any shareholder, irrespective of the number of shares
the said shareholder controls.
i) The contributor in kind shall not take part in the vote to decide the approval
of this contribution. His shares shall not be taken into account for the
determination of the quorum of the majority.
j) In the absence of an assessment made by the share auditor or where such
assessment is disregarded, the shareholder shall be liable under the
conditions laid down in Art 312 of the uniform act.
k) The shares auditor shall draw up a report of assessment of the capital
benefits as was made by the contributors and the company.

REDUCTION OF CAPITAL

a) Reduction of capital shall not affect the share equity of shareholders.

b) Capital reduction may be achieved by redesigning the face value of share
or by reducing the number of shares.
c) The auditors shall be informed of the intended reduction of capital within
thirty days prior to the holding of extraordinary general meeting.
d) The auditor shall present his appraisal of the causes and conditions of the
reduction at the meeting.
e) The extraordinary meeting shall handle cases of transformation of the
company into any other type of company and in this light it shall adopt the
procedure in Art 374 and 375 of the uniform act.

AUDIT OF THE COMPANY

a) The appointment of auditors is optional. However, where the company

varies its capital to attain ten million (10.000.000) cfa or its turn over attain
the sum of two hundred and fifty million (250.000.000) fcfa, it shall be
automatic.
b) Where the permanent workers of the company attain 50 persons an auditor
will be required.
c) The duties of the auditors shall be as stated In Art.377 of the uniform Act.

FINANCIAL YEAR
The fiscal year shall run from 1st January to 31st December every calendar year.

ACCOUNT
a) The account of the company shall be specified here under: the company shall
keep or cause to be keeping such book of account as required by law in respect
to the assets and liabilities of the company.
b) All purchases of goods, money received and expended and matters relating to
such receipts and expenditures shall be accounted for.
c) At least once a year, final account shall be prepared, audited and presented before
the General Assembly by the accountant under the control of the financial
manager of the company. A copy shall be sent to each shareholder before the date
of the General Assembly meeting.
d) The company shall open accounts in reputable financial institutions in the
country.
e) The account mentioned in the paragraph above shall as signatory the manager
with: Mr. Verkijika Divine Nyuyki

ANNUAL RETURNS

a) The annual returns of the company shall be made yearly.

DISSOLUTION OF THE COMPANY

b) In case of or in the event of voluntary liquidation, the liquidator may be guided

by an extraordinary resolution of the company as to disposal of any assets among
the members of the company of trustees for their benefits.

PRELIMINARY CONTRACT
c) The company shall by special resolution adopt or confirm or rectify all contracts
entered into by the promoters for and on behalf of its benefits.

LITIGATION
a) All litigations relating to the company’s wellbeing and the like or between
shareholders or groups of shareholders would be subjected to an arbitrator
appointed by the president of the court of first instance of the company’s registered
office.

b) Where no amicable settlement is arrived at, the parties shall resort to the competent
court of the head office of the company.

NAME ADRESS DESCRIP NUMBER SIGNATU

TION OF OF RE
SHARES SHARES
 #0001

#0002

#0003

WITNESS TO THE ABOVE SIGNATURES

Whereof, we of ………………………………………………………………..…… Law

Firm, Yaounde have drawn up these articles of association pursuant to the provisions of
section 74 of law N090/059 OF THE 19THDecember 1990.

Signed by: Director General

Drawn Up By Me:____________________