THE REPUBLIC OF UGANDA

THE COMPANIES ACT 2012

COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

ZAB TECHNOLOGIES UGANDA LIMITED

Incorporated this Day of 2018

DRAWN BY:
M/S AMPURIRE ASSOCIATED ADVOCATES,
BALYA PLAZA 1ST FLOOR, SUITES 38, 39 & 40,
PLOT 1/3 MAKHAN-SINGH STREET, MBARARA.
 THE REPUBLIC OF UGANDA

THE COMPANIES ACT 2012

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF

ZAB TECHNOLOGIES UGANDA LIMITED

1. The name of the Company is ZAB TECHNOLOGIES UGANDA LIMITED.

2. The registered office of the Company shall be situated in the Republic of

Uganda.

3. The objects to be pursued by the company on its incorporation;

a) To establish and carry on the business as designers, developers,

buyers, sellers, importers, exporters and dealers in all kinds of
computer software, computer technology and information technology
products including cloud hosted business platforms and computer
application products, systems, peripherals and materials, and to
undertake the business of system and network integration and
development, product application and development, computer
maintenance and technical support services, internet access,
networking and electronic media, tele-communication and web
commerce application services.

b) To carry on the business of consultancy and advise in designing,

developing, installing, implementing and operating all kinds of
software/information technology projects and rendering technical
services, business transformation projects and assistance for start- up,

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 commencement and expansion programme and to act as technical and
software development consultants in Uganda and abroad.

c) To undertake information technology project consultancy and services

and to enter into any arrangements for providing turnkey project,
including supply of technical, civil, financial, administrative,
commercial services and technical knowhow, transfer of technology,
information, knowledge, expertise and experience and as such to
undertake for and on behalf of the clients to setup works, projects and
all kinds of software development facility in or outside Uganda and
undertake market research and service, feasibility studies and reports,
sales counseling, export promotion and such other related activities in
Uganda and abroad.

d) To establish, maintain, manage, conduct, provide, procure or make

available computer software/hardware services of every kind including
commercial statistical, financial, accountancy, management,
educational, engineering, data processing, computer training and
educational centers, communication and other technological/social
services, competence centers, technical support centers, business and
information technology centers, computer audit, quality assurance
services and recruitment and placement of software personnel in
Uganda or abroad.

e) To undertake research and development in the field of information

technology and to establish, provide, maintain and operate research
laboratories, workshops, projects and programmes.

f) To enter into partnerships or any other arrangement for sharing profits,

union of interests or co-operation, in concerns or otherwise with any
person or firm or Company or corporation carrying on or engaged in or
about to carry on, or engage in any business or transactions which the
Company may deem capable of conveniently being carried on in
connection with the above and is calculated directly or indirectly to
enhance the value of or render profitable any of the Company’s property
and/or whereby the Company would benefit.

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g) To provide services such as equity finance for buy-outs, recapitalization,
leasing, credit line facilities, term loans such as short and medium term
opportunities, equity placing of securities as well as equity funds
management.

h) To amalgamate with, purchase, acquire, hold shares jointly and/or

undertake the whole or any part business of any person or any
company having objects altogether or in part similar to those of the
Company and/or to engage in contracting and sub-contracting
activities.

i) To lend and advance money or give credit to such persons on such

terms as may seem expedient and in particular to customers and others
having dealings with the Company and to give guarantee or become
surety for any such persons.

j) To borrow or raise money in such a manner as the Company shall deem

fit and in particular by issuance of debenture stock perpetual or
otherwise and to secure the repayment of any money borrowed, raised
or owed by mortgage, charge or lien upon the whole or part of the
Company’s property or assets whether present or future including
uncalled capital and also by similar, guarantee the performance by the
Company of any obligation or liability it may undertake.

k) To enter into any arrangement with any governments or authorities,

(Municipal, Local or Otherwise) or any corporation, companies or
person that may seem conducive to the Company’s objects or any of
them and to obtain from any government, authority, corporations which
the Company may think fit any such charter, contracts, decrees, rights,
privileges and concessions and to present and advocate the view and
policies of the Company to governments and other authorities.

l) To apply for, purchase, lease or otherwise acquire any patents, license

trademark designs, easements, concessions and the like, conferring an
exclusive or non-exclusive or limited information to any inventions
which may seem capable of being used for any of the purposes of the
Company or acquisition of which may seem calculated directly or
indirectly to benefit the Company and to use, exercise, develop or grant

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 licenses in respect of or otherwise turn to account the property rights or
information so acquired.

m) To carry on the business of brokerage in general trading, importing

exporting, general wholesaling, retailing and commissioning in used
vehicles and all such merchandise related to the above.

n) To carry on all kinds of agency business and to undertake or render in

services commonly carried on by commission agents, brokers,
insurance agents, manufacturers, representatives, investors, financiers
and general contractors.

o) To act as trustees for any persons, firms or companies and to undertake

and perform subcontracts and also to act in any of the business of the
Company through others.

p) To subscribe, take, purchase or otherwise acquire and hold shares or

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

q) To remunerate any person, firm or Company, rendering services to this

Company whether by cash payment or by the allotment to him of
shares or securities of the Company credited as paid up in full or part
or otherwise.

r) To support and subscribe to any charitable or public object and any

institution, society or club which may be for the benefit of the Company
or its employees or may be connected with any town or place to grant
gratuities or charitable aid to any person or persons who may have
served the Company or to wives, children and other relatives of such
persons, to make payments towards, insurance and to form and
contribute to provident and to such funds for the benefit of any persons
employed by the Company.

s) To promote any other Company for the purpose of acquiring all or any
of the property and undertaking of the liabilities of this Company and to

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 place or guarantee the placing of, underwrite, subscribe or otherwise
acquire all or any part of the shares or securities of any such Company
as aforesaid interests of the members of the Company.

t) To sell or otherwise dispose-off the whole or any part of the undertaking

of the Company either together or in portions for such considerations
the Company may think fit and in particular for shares, debentures or
securities of any Company purchasing the same.

u) To distribute among members of the Company in kind or otherwise any

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

v) To give guarantee and/or become sureties for any person or persons

firm or firms, corporation or corporations whether incorporated or not
for moneys raised for any purpose whatsoever for the performance,
discharge and fulfillment of such obligations and guarantees.

w) To procure the Company to be registered or recognized in any other

territory, colony, place and in any foreign country or place.

x) To purchase or otherwise acquire real and personal estates for the

objects and purposes of the Company and to sell, lease, exchange,
mortgage properties and deal with all or any of the real and personal
property of the Company.

y) To do all such other things as may be deemed incidental or conducive

to the attainment of the above objects or any of them. And it is hereby
declared that the word Company in the clause shall be deemed to
include any partnership or other body or persons whether incorporated
or not incorporated and whether domiciled in Uganda or elsewhere, and
the intention clause shall, except where otherwise expressly stated in
such paragraph, be independent of a main object and shall be in no
way limited by any other paragraph.

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4) The liability of the member(s) is limited and this liability is limited to the
amount unpaid, if any, on the shares held by them.

5) The Share Capital of the Company is Ushs. 2,000,000= (Uganda Shillings;

Two Million) divided into 100 ordinary shares of Ushs. 20,000= (Uganda
Shillings; Twenty Thousand) each with power for the Company to increase
or reduce the said capital and to issue any part of its original capital or
increased 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 shall otherwise expressly
declare, every issue of shares whether declared to be preference or
otherwise shall be subject to the power hereinafter contained.

We, the two persons whose names, addresses and descriptions are hereunto
described are desirous of being formed into a Company in pursuance of this
Memorandum of Association and respectively agree to take the number of
shares in the capital set opposite our respective names.

NAMES, POSTAL ADDRESS AND NUMBER OF SIGNATURES OF

OCCUPATION OF SUBSCRIBERS SHARES TAKEN SUBSCRIBERS
ARINAITWE ABRAHAM
ICT Specialist 75
P.O. BOX 333, KABALE
AINE JUSTUS
Economist 25
P.O. BOX 333, KABALE

Dated at Mbarara this Day of 2018.

WITNESS TO THE ABOVE SIGNATURES;

Signature :
Name :
Postal Address :
Occupation :

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 THE REPUBLIC OF UGANDA

THE COMPANIES ACT 2012

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF

ZAB TECHNOLOGIES UGANDA LIMITED

The Company has been formed as a PRIVATE COMPANY and accordingly:-

a) The right of the members to transfer shares of the Company is
restricted in the manner hereinafter prescribed.

b) The Company shall not have power to issue share warrant to bearers.

c) Words importing the singular number only shall include the plural
number, and vice versa.

d) The Company shall always continue to observe the restrictions and

limitations as contained in this paragraph.

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 and
special provisions herein contained.

2. In these Articles, if not consistent with the subject or subjects, the

words standing in the first column for the following Table shall bear the
meaning set opposite them respectively in the second column.

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 Words Meanings

The Company : This Company.

The Act : The Company Act 2012.

These Articles : These Articles of Association as originally

formed or as from time to time altered by
special resolution.

The Office : The Registered office for the time being

of the Company.

Paid : Paid or Credited as paid.

The Register : The Register of members of the Company

required to be kept by Section 114 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.

Except 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 or times 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 deemed 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 other party to
purchase such shares.

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6. The instrument of transfer of any share shall be executed by or on
behalf of the transferor and transferee and the transferor shall
accordingly be deemed to remain a holder of the share until the name of
the transferee is entered in the Register of members in respect thereof.

7. Subject to such restrictions in these regulations 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 form which the Directors
may approve, provided that the members of the Company then present
shall have the right or pre-emption in transfer by purchase.

8. The Directors may decline to register the transfer of a share on which

the Company has a lien and such decision shall be referred to the
General Meeting for final decision.

9. 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.

10. The Directors may also decline to authorize any instrument to 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

shares to which it relates and such other evidence as the
Directors may reasonably require to show the right of the
transferor to make the transfer.

c) The transfer has first given to the initial shareholders of the

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

11. 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 refusal.

12. 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.

13. 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, Powers of Attorney, Notice in Lieu of any Instrument
affecting the title to any share.

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14. In case of death of a member, the survivor or survivors where the
deceased was joint holder and the legal personal representative of the
deceased where he was a sole holder, shall be the only person
recognized by the Company as having any title to his or her interest in
the shares 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 him or her with other persons.

15. Any person becoming entitled to a share in the consequence of the

death or bankruptcy of a member may upon such evidence being
produced as may from time to time properly be required by the
Directors and subject as hereinafter prescribed, elect either to be
registered himself as a holder of the share or to have one person
nominated by him registered as the transferee thereof, but the Directors
shall in either case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the
share by that member before his death or bankruptcy as the case may
be.

CONVERSION OF SHARES INTO STOCK

16. The Company may by ordinary resolution convert any paid up shares
into stock and reconvert any stock into paid up shares of any
denomination.
17. The holders of stock may transfer the same or any part of it 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 as near to as circumstances admit and the
Directors may from time to time fix the minimum amount of stock
transferable except that such minimum shall not exceed the nominal
amount of the shares from which the stock arose.
18. The holders of stock shall according to the amount of stock held by
them have the same rights, privileges and advantages as regards
dividends, voting at meeting of the Company and other matters as if
they held the shares from which the stock arose but no 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
that privilege or advantage.

19. The Articles of the Company as are applicable to paid-up shares shall
apply to stock and the words ‘shares’ and ‘shareholders’ therein shall
include ‘stock’ and ‘stockholder’.

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INCREASE OF CAPITAL

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

a) Increase the share capital by such sum to be divided into shares

as the resolution shall prescribe.

b) Before the issue of any new shares determine that the same or
any of them shall be offered in the first instance and either at par
or at premium to all the existing holders of any class of shares in
proportion as nearly as may be to the amount of the capital held
by them respectively or make any other provisions as to the issue
of the new share; 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.

c) 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 contained in reference to the payment of
calls and installments, transfer and transmission, forfeiture lieu
surrender and otherwise, unless otherwise provided in
accordance with those Articles, new share shall be ordinary
shares.

ALTERATION OF CAPITAL

21. The Company may from time to time by ordinary resolution:-

a) Increase the share capital by such sum, to be divided into shares
or such amount as the resolution shall be prescribed by such
increase in the value of shares initially taken up by the two
subscribers of the Memorandum of Association of the Company.

b) Consolidate and divide all or any of its share capital into shares of
large amount than its existing shares.

c) Subdivide its shares or any of them into shares of smaller

amounts than is fixed by its Memorandum of Association subject
nevertheless to the provisions of Section 63 (i)(d) of the Act and
so that the 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
dividend capital, voting or otherwise, over the others of any other
of such shares.

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 d) Cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person and diminish the amount of share capital by the amount
of the shares so cancelled.

GENERAL MEETINGS

22. 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 and another; but as long as it is held within eighteen months of
its incorporation, it need not hold it in the year of its incorporation but
in the following year. The Annual General Meeting shall be held at such
time and place as the Directors shall appoint.
23. At General Meetings other than Annual General Meeting shall be called
Extraordinary General Meetings.
24. The Directors may whenever they think fit convene an Extraordinary
General Meeting. 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 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.

25. The Company shall promptly comply with the provisions of Section 140
of the Act as to giving notice of resolutions and circulating statement of
the requisition of members.

NOTICES OF GENERAL MEETINGS

26. An Annual General Meeting shall be called by 21 days’ notice in writing

at the least and a meeting called for the passing of a special resolution
shall be called by 14 days’ notice in writing at the least. The notice shall
be exclusive of the day on which it is served or deemed to be served in
the manner hereafter mentioned or in such other manner if any, as may
be prescribed by the Company in General meetings, to all such persons
as are, under the regulations of the Company, entitled to receive such
notices notwithstanding that it is called by shorter notice than specified
in this Article be deemed to have been duly called if it is so agreed, viz;-

a) In the case of meetings called as the Annual General Meetings

shall be attended by all the members entitled to attend and note
thereat.

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 b) In the case of any other meetings by a majority in number of the
members having a right to attend and vote at the meetings being
majority together holding not less than 95 percent in nominal
value of shares giving that right.

PROCEEDING AT GENERAL MEETINGS

27. All business shall be deemed to be special which is transacted at and

Extraordinary General Meeting and also all businesses which is
transacted at an Annual General Meeting with the exception of
declaring a dividend, the consideration of Directors, 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 present at the time when the meeting proceeds to
business, except as otherwise provided, two members present in person
shall be 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 of the 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 places as the Directors may
determine and if at the adjourned meeting a quorum is not present
within half-an-hour from the time appointed for the meeting, members
present shall be a quorum.

30. The Chairperson of the Board of Directors shall preside at every General
Meeting of the Company and or if the Chairperson is not present 15
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 Chairperson of the meeting.

31. If at any meeting no Director is willing to act as Chairperson or no

Director is present within 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 Chairperson of the meeting.

32. When a meeting is adjourned for 14 days or more, 7 clear days’ notice
shall be given but it shall not be necessary to specify in giving notice of
the business to be transacted at an adjourned meeting.

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33. 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 any members present in person or by proxy and representing
not less than one-tenth of the total voting rights of all the
members having the right to vote at the meeting.

b) By a member or members holding shares in the Company

conferring a right to vote at the meeting being shares on which
and aggregate sum has been paid up shares equal to or 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 Chairperson of the

meeting that a resolution has on a show of hands been carried or
carried unanimously or by a particular majority or lost and entry to that
effect.

VOTING OF MEMBERS

35. Subject to any rights or restrictions for the time being attached to any
class or class of shares on a show of hands, every member present in
person shall have one vote and one poll; every member shall vote
according to the numbers of shares he or she has.

36. On a poll, a member entitled to more than one vote need not if he or she
votes, cast all his or her votes or cast all votes he or she uses in the
same day.

DIRECTORS

37. Unless and until determined by the Company in a General Meeting, the
number of Directors shall be not less than two.
38. The remuneration of the Directors shall from time to time be
determined by the Company in General Meeting. Such remuneration
shall be deemed to accrue from day to day. The Directors’ expenses
properly incurred by attending and returning from Company meetings
or in connection with the business of the Company shall be borne by
the Company.

39. Any Director who serves on any committee or devotes special attention
to the business of the Company or who otherwise performs service
which in the opinion of Directors is outside the scope of the ordinary
duties of a Director, may be paid such extra remuneration by way of

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 salary, percentage of profits or otherwise as the Directors may
determine.

BORROWING POWERS

40. The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property and
uncalled capital or any part of it and to issue debenture stock whether
outright or as security for any debt, liability or obligation of the
Company to any third party.

POWERS AND DUTIES OF DIRECTORS

41. 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 required to be exercised by
the Company in General Meetings subject nevertheless to any
regulations not inconsistent with the aforesaid regulations or provisions
as may be prescribed by the Act or actions of the Directors which would
have been valid if those regulations have not been made.

42. 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 to be the Attorney of the
Company for such discretion not exceeding those vested in or
exercisable by the Directors under these conditions as they think fit and
any such Powers of Attorney may contain such provisions for the
protection and convenience of persons dealing with such Attorney and
may also authorize any such authorities and discretion vested in him or
her.

DISQUALIFICATION OF DIRETCORS

43. The Office of the Director shall be vacated if the Director:-

a) Resigns.

b) Becomes of unsound mind.

c) Becomes prohibited from being a Director by reason of any Court

Order.

d) Dies.

e) Is charged with gross misconduct relating to Embezzlement,

Forgery, Breach of Company Confidentiality, Misappropriation

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 and/or Cause of substantial financial loss, Bringing the Company
into Disrepute, Insubordination among others.

f) Shall for more than six months have been absent from Company
Business without permission of the Directors held during that
period.

g) In case of a life Director, ceases to be a member of the Company.

MANAGING DIRECTOR

44. The Managing Director and Directors shall be responsible for the
Finance and Management of the Company. The Company shall operate
Bank Accounts in any banks decided upon by the Board of Directors
and the Board shall also decide upon from time to time. The Directors
shall have the powers of co-signatory of such Bank Accounts. The
Bankers shall be agreed upon by resolution of the Directors of the
Company, on such terms and conditions and with such restrictions as
deemed fit. The exclusions of their own powers may from time to time
be revoked, withdrawn, altered or varied. The Directors shall from time
to time appoint one of them to the office of Managing Director of the
Company and whilst he holds such office, the Management and Control
of the Company shall be vested in him.

SECRETARY

45. The Secretary shall be appointed by the Directors for such term at such
remuneration and upon such conditions as they think fit and the
Secretary so appointed may be removed by them.

THE SEAL

46. 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 and every instrument to which the
Seal shall be affixed shall be signed by a Director and shall be counter-
signed by the Directors for that purpose.
47. All deeds executed on behalf of the Company may be in such form and
contain in such powers, provisions, conditions, covenants, clauses and
agreements as the Directors shall think fit and in addition to being
sealed with the Seal, shall be signed by a Director and counter-signed
by the Secretary or by a second Director.

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ACCOUNTS

48. The Directors shall cause true Accounts to be kept:-

a) Of the Assets and Liabilities of the Company.

b) Of all sums of money received and expended by the Company and

the manner in respect of which such Account shall be always
open for the inspection of the Directors and shall be kept at a
place decided by the Directors.

49. The Directors shall from time to time determine whether in any
particular case or cases or generally and to what extent and at what
time and place and under what conditions or regulations the Account
and Books of the Company or any of them shall open to the inspection
of the members and no member (not being a Director) shall have any
right of inspecting any book or documents of the Company expect as
conferred by the statute or authorized by the Directors.

AUDIT

50. Once at least in every year, the Accounts of the Company shall be
examined and the corrections of the balance sheet ascertained by an
auditor.

51. The Directors shall appoint the first Auditor who will hold office until
the first Annual General Meeting.

52. The Directors may fill up any causal vacancy in the office of the Auditor.

53. The remuneration of the Auditor shall be fixed by the Company in the
General Meeting except that the remuneration of any Auditor appointed
by the Directors may be fixed by the Directors.

CAPITALIZATION OF PROFITS

54. The Company in an Annual General Meeting may upon the

recommendation of the Directors resolve that it is desirable to capitalize
any part of the amount for the time being standing to the credit of the
Profit and Loss Account or otherwise available for distribution amongst
the members who would have been entitled thereto if distributed by way
of dividend and in the same proportions as the conditions that the same
be not paid in cash but be paid either in or towards paying up any
amounts for the time being unpaid or any shares held by such
members respectively.

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NOTICES

55. A Notice may be given by the Company to any member whether

personally by sending it by post to him or her at his or her registered
address or to the address any within Uganda supplied by him or her to
the Company for the giving.
56. When a Notice is sent by post, services of the Notice shall be deemed to
effected by property addressing, stamping and posting a letter
containing a notice by air mail if addresses to a destination outside
Uganda and to have been affected in the case of a notice or a meeting at
the expiration of 48 hours, a letter containing the same is posted and in
any other case at the time which the letter would be delivered in the
ordinary course of posts.

57. Notice of every General Meeting shall be given in a manner herein be

authorized to-

a) Every member except those members who (having no

registered address within East Africa) have not supplied to the
Company an address within East Africa for the giving of Notice
to them.

b) Every person upon the ownership of a share, develops by

reason of his or her being a legal personal representative or a
trustee in bankruptcy of a member where the member but for
his death or bankruptcy be entitled to receive notice of the
meeting, and;

c) The Auditor for the time being of the Company.

58. Every Director, Manager, Secretary and other officer or servant of the
Company shall be indemnified by the Company against all the 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.

WINDING UP
59. If the Company shall be winding up whether voluntarily or otherwise
the liquidator may within the sanction of an extraordinary resolution,
divide among the contributors in specific or in kind the whole or any
part of the Assets of the Company and such division may if so decided
by special resolution, be otherwise than in accordance with the right of
the members subject to the provision of Section 285 of the Companies
Act.
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ARBITRATION

60. If whenever any difference arises between the Company and any of the
members, their respective representatives, touching the construction of
these Articles herein contained or any Act of anything made or done or
arising out of the relation existing between the parties by reason of their
presence or of the act such differences shall be referred to 2 Arbitrators
or to be appointed by each party in difference, or an Umpire to be
chosen by the Arbitrators before entering in the consideration of the
matters referred to them and every such difference shall be conducted
with the provision of the Laws or Arbitrators for the time being in force
in Uganda.

We, the two persons whose names, addresses and descriptions are hereunto
described are desirous of being formed into a Company in pursuance of this
Articles of Association and respectively agree to take the number of shares
in the capital set opposite our respective names.

NAMES, POSTAL ADDRESS AND NUMBER OF SIGNATURES OF

OCCUPATION OF SUBSCRIBERS SHARES TAKEN SUBSCRIBERS
ARINAITWE ABRAHAM
ICT Specialist 75
P.O. BOX 333, KABALE
AINE JUSTUS
Economist 25
P.O. BOX 333, KABALE

Dated at Mbarara this Day of 2018.

WITNESS TO THE ABOVE SIGNATURES;

Signature :
Name :
Postal Address :
Occupation :

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