THEREPUBLICOFUGANDA

THECOMPANIESACT (NO:
1 OF 2012)

APRIVATECOMPANYLIMITEDBYSHARES

MEMORANDUM

AND

ARTICLESOFASSOCIATION OF

WAZO RESEARCH COMMUNICATION AND CONSULTANCY

(W.R.C.C) - SMC LIMITED
INCORPORATEDTHIS…….DAYOF………2023

DRAWN BY:
DIRECTORS
 THECOMPANIESA
CT (1 OF 2012)

COMPANYLIMITEDBYSHARES

MEMORANDUMOFASSOCIATION
OF
WAZO RESEARCH COMMUNICATION AND
CONSULTANCY (W.R.C.C) - SMC LIMITED

I. Thename of theCompany is WAZO RESEARCH COMMUNICATION AND

CONSULTANCY (W.R.C.C) - SMC LIMITED.

II. TheRegisteredOfficeoftheCompanywillbesituatedinUganda

III. ThemainobjectivesforwhichtheCompanyisestablishedare:-

1. Tocarryonalloranyofthebusinessofgeneralmerchantsandtraders,suppliers
,manufacturers,assemblers,distributors,importersexporters,factorsandshippersof
wholesale and retail dealers in goods, wares, produce, products, commodities,
handicrafts and merchandise of every description, to act as agents for and to enter into
agreements and arrangements of all kinds on behalf of such persons, firms of
companies as maybe thought expedient, and to negotiate, assign and mortgage or
pledgeforcashorotherwiseanysuchagreementsandthepaymentsduethereunder and any
property the subject thereof.

2. To establish and carry on the business of general merchants and to import, export
supplyandselleitherbywholesaleorretailofvariouskindsofgoodsandmerchandise
including stationery, textiles, boots, hoes, machinery, chemicals, furniture,
upholstery,electricalappliances,householdgoods,andothergoodsandarticlesofall
description.

3. To carry on business of international import and export of general merchandise,

general trading, services delivery, warehousemen, buying, selling, whether
wholesalers, retailers, materials, commodities and other goods of whatever
description in Uganda and all over the world.
4. To manufacture, buy, sell, import and deal in commodities materials, articles and
things, of every description liable to be required in connection with general trade of
the company or by customers of or persons having dealings with the company on
request from the client need and demand for supply.
5. To commence and carry on the business of exporting and importing of local food
crops, agricultural products, dairy and farm products and sell, breed, import and
export other animals and trading in native produce and agricultural products of all
kinds.

6. To carry on the businessof service station proprietors,servicingmotor vehicles of all

kinds and to carry on the safe keeping, cleaning,repairingand general care of motor
vehicles of all kinds whatsoever and import-export and buy, sellpetrol, gas, gasoline
oil and petroleum products, new and old motor vehicles, parts of all of machinery,
rubber goods,electricalgoodsandto finance thepurchase,hirethepurchase orsale of any
such vehicles or their accessories.

7. To enter into negotiation or collaboration, technical, financial or otherwise with any

person or Government for obtaining any grant, license or on other terms, formulate
and other right and benefits, and to obtain technical information, know-how and
expertadvicefortheproduction,manufactureandexportorsaleofalltypesofgoods which
the company is authorized to produce or to deal in.

8. To promotethedevelopmentoftheautomotiveindustrybycontinuouslylookingfor
newideasforsparepartsdevelopmentandimprovementofmanufacturingprocesses to give
out both high quality and affordable spare parts.

9. Totakepartinengineeringanddesigningofnewproducts inabidtomeettheneeds of car

users, motorbikes and the entire automotive industrial sector thus creating better and
stronger designs.

10. To establish maintain and work line or aerial conveyances between Ugandaand all
partsof the world and generally to transport passengers, mails, cargo of whatsoever
nature and; merchandise of all kinds, and to purchase, charter hire, or otherwise
acquire aerial conveyances of all kinds.

11. To sale, lease and repairmotor vehicles, industrial vehicles, transportmachineryand

apparatus of all brands and companies including but not limited to Toyota, Honda,
Ford,Nissan,General motors,Suzuki, Kia,Volkswagen,Subaru,BMW and Mercedes.
12. To conquer the national market of the automotive industry, by offering professional
fixings, high quality spare products and after expanding thought the world.

13. To be the leading importing, exporting, retailing, wholesaling and distributing

company of long lasting, high quality spare parts
14. To create a substantial customer base consisting of private and professional clients
and solve any problem arising in the spare parts field by providing quick solutions to
all our customers.

15. To offer the best quality products as well as improve both the brand and quality
awarenessofproductstotheconsumersbothinUgandaandallpartsoftheworldas thus
increasing the operating income of WAZO RESEARCH COMMUNICATION
AND CONSULTANCY (W.R.C.C) - SMC LIMITED.

16. To carry on a tour and travel services and all other services related thereto including
transport and logistical support services
17. To improve connectivity across multiple modes including vehicular, transit,
motorcycle, bicycle, pedestrian, and air.

18. Improvethesafety of allusers ofthesystemforall modes of travel andmaintainthe

cleanliness and good repair of transportation infrastructure.
19. To get goods delivered without delay or damage, to provide transportation and
logistics expertise which will include export and import documentation, hazardous
cargo shipment.

20. Tocarryonthebusinessofstonepinching.

21. To organize, manage, maintain and operate for hire transportation services, air
charters,aircraftleasing,issuingflightspermitsfortourandtravelbusinessinallparts
oftheworldforthepurposeoftransporting,passengers,luggage,cargomerchandise, rail
and freights automobiles,motor buses, motor vehicles, taxis, cabs,motor trucks,
airplanes and other vehicles of all countries.

22. Tocarryonbusinessasgeneralcarriersandfreightforwarders,transport,cartageand
haulagecontractorsandtoprovidecarrier,freight,transport,courier,taxi,truck,light or
heavyhaulage and delivery services by land, road, railway, sea, river, canal, water or
air for and in connection with any containers, packages, parcels, articles, mails, goods
or bulk commodities.

23. Tocarrypassengersbyair,road,rail,land,seaorwater,andtooperateanytaxiservice
andtoconstruct,equip,maintain,work,purchase,sell,export,import,lease,hire,let
onhire,repairorotherwisedealinanyaircraft,ship,car,busoranykindofvehicleor mode of
transport and to act as booking agents, indenting agents and travel agents.

24. To carry,collect,receive,load,unload,store,consign,distribute,transferand deliver

goods, wares, merchandise, parcels, packages, baggage, freight, animals, livestock,
timber, coal, oil, ores and other minerals and other property of every description by
anymodeoftransportandforsuchpurposetoacquire,manageandoperate
 warehouses andbonded warehouses,act as agents for shippers and consigners, and
toissuewarehousewarrantsandreceiptsandbillsofladingandtoactasclearingand
forwarding agents.

25. Toundertakeandcarryonthebusinessoflogisticssolutionproviderinanyorallofits aspects

i.e.multimodal transportation,warehousing, distribution, providing MIS and related
documentation, to act as Power of Attorney holders for the customers, to collect the
sale proceeds on behalf of the customers and any other services related with the
logistics/transport.

26. To carry on the business of public carriers, transporters and carriers of goods,
passengers, merchandise, documents, parcels, services of pickup and delivery of
documents,parcels,doortodoor/deskserviceofsmall,medium,bulk;oddoranysize or type
of consignments of all types of goods and merchandise including parcels, documents,
refrigerated and frozen goods, public printed materials and household articles by
company owned aircrafts, and/ or by leased or hired aircrafts and acquire
permitsforoperatingcompanyownedorleasedorhiredaircraftoranyotherairborne vehicle
on any route in Uganda or in any part of the world or in space.

27. To carry on the business of construction of and developers,builders and contractors

and to carry out repairs, maintain, improve, manage, work, control and superintend
buildings,hostels,dwelling houses,housingestates, and other structures,works and
conveniences whatsoever.

28. To erectand constructhotels,houses,buildingsor worksofeverydescriptiononany land of

the company or upon any other lands or property, and to pull down, rebuild, enlarge,
alter and improve existing hotels, buildings, houses or works thereon, to convert and
appropriate any such land into and for roads, streets, squares, gardens and pleasure
grounds and other conveniences and generally to deal with, improve and develop
land.

29. To carry on the business of Hardware dealers in all kinds of building / construction
materials of whatever description and all products or activities incidental and / or
related thereto.

30. To carry on business of construction, maintenance of roads, bridges, building,

fabrication/culvertsandallrelated andaggregatesofwhateverdescription,concrete
products, building materials, and distributors of building material.

31. To carry on all or any of the following businesses: hotel proprietors, inn keepers,
builders, constructors and contractors, decorators, merchants and dealers all building
requisites
32. To carry on business as contractors, sub-contractors and agents for builders and to
undertake the construction and supplying of all kinds of building materials.

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

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

34. To carry out the business of drilling, haulers and among other things to construct,
execute, carry out, equip, improve, work on railways, roads, tramways, cocks,
harbours, wharves, canals, water courses, reservoirs, sewage, embankment, irrigation,
drainage, sanitary works and any other work related thereto.

35. To open up the business dealing in civil engineering works, electrical installation,
engineering services, electronics and industrial commodities and all equipment and
itsaccessories, implement,tools,apparatusandspares,allengineeringproductsand
machinery, building material, all hardware, sanitary ware, workshops and in puts, all
household goods, and ware, all electronic goods and its spare, and to provide for
expertise services in civil engineering works.

36. To carry on the business of construction, architects, home planners and contractors of
buildings of any kind, demolition of any structure, and to purchase or otherwise
acquire land.

37. To carry on the business of renovation of buildings and deal in all types of building
materials.

38. To carry on the business of consultancy and technical advisory services in project
monitoring, evaluation, education, language translation, research.

39. To establish business consultancy, business planning, training, provide consultancy,

expert, feasibility studies, specialized and skilled services pertaining to the
establishment, administration, management, evaluation and rehabilitation of business
enterprises whether small scale, medium scale, or otherwise.

40. To carry on the business of advisory Services relating to the Administration and
Organizationofbusiness,andtheTrainingofPersonnelforbusinessandtheprovision of all
Management aids in relation to the above, and to give advice upon the means and
methods for developing and improving all types of business and trade.

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

accountancy,informationtechnology,auditors,testingoranalysisofcommoditiesor
productsor componentsand anyother materials or substances, from which and any
 othermannerinwhichmaybemanufactured,produced,processed,handledor treated.

42. To act as agents, managers in carryingon any business concern and undertaking and
to employ experts to investigate, examine into conditions management, prospects,
value and circumstances of any business or undertaking generally of any assets,
property or rights of any kind.

43. To establish and carry on all or any of the business of manufacturers of and dealers
and workers in lime, plaster, whiting, clay, gravel and artificial stone, leasing heavy
duty equipment’s for road construction, sanitary fitting and builders requisites and
conveniences of all andof engineersandquarryowners andto carry onthe business
ofmanufacturersofalloils,paints,varnisheslithographicmaterials,buildingmaterial.

44. Tocarryontherelatedbusinessasto,andreconstruct,renovateandtoclearsitesfor the

sameand join with any person firm or company in doing any of the things aforesaid,
and to work, manage and control the same or to join with others in so doing.

45. Tocarryonthebusinessofrenovationandplumbing,constructors,particularlyinthe field

of pre-fabrication, acquire, build, construct, manufacturers of roofing tiles,
ventilators,blocks,bricks,ironsheets,maintain,alter,enlarge,pulldown,remove,or
replace any buildings, mills, factories, offices, works.

46. To carry on the business of quantity surveying of structures and buildings, physical
planning, before, during and after construction, mechanical engineers and
manufacturers, workers and dealers in electrical apparatus and goods.

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

48. To carry on the business of electricians, mechanical engineer and manufacturers,

designers,workers,repairersofanddealersinelectricalandelectronicapparatusand
goodsandthemanufacture,saleorhireofapparatusorgoodstowhichelectricityor any other
motive power may be applied.

49. To carry on the business of mechanical, general and electrical engineers, machinists,
filters, millwrights, founders, wirer, drawers, tube makers, metallurgists, saddlers,
galvanizers, electroplaters, painters, packing case makers and assemblers; and to
carryonanybusinessofgaragesformotorvehicles,ofallkinds,includingtractorsand
 trailersandtobuyandsellpetrol,oilandpetroleumproducts,newandusedvehicles,
pumps,tools, engines and other appliances, partsof such vehicles, supplies,all kinds of
machinery and electrical goods of all descriptions.

50. To carry on business as engineers, founders, metal workers, machinists and

manufacturers, designers and patentees of engineering woks.

51. To carry on all or any of the business of designers, manufacturers, installers,

maintainers,repairersofanddealers inelectronicappliances and apparatusofevery
description, and of and in radio, television, video.

52. To carry on the business of electrical mechanical, motor and general engineers,
manufacturers and merchants of, agents for and dealers in engineering specialists.

53. Tocarryonthebusinessof electrical,heatingandconstructionalengineers.

54. To carry on the business of property valuation and professional and highly skilled
surveyorsandanyotherbusinesswhichmaybeconvenientlycarriedoninconnection
thereto.

55. Tocarryoutlandsurvey,marketresearchand toactasRegistrars/Managersinrespect of

company shares, fixed deposits and other financial obligations, Trustees for
debentureholdersandbondholders,financialConsultantsandAdvisorsandtoassists
customers in raising finance.

56. To establish, conduct and carry on business in Uganda that provides quality and
affordable Land Scaping Products and Services. As Real Estate Development and
Property Managers, Planners and Financiers of real property development, letting
agents, real estate brokers and commission agents; general merchants, imports and
exporters

57. Tocarryonallkindsofexplorationbusiness,andinparticulartosearchfor,prospect,
examine, and explore mines and ground supposed to contain minerals or precious
stones, and to search for and obtain information in regard to mines, mining claims
option, rights and other interests, mining districts and localities.

58. Tocarryonalloranyofthetradesandbusinessesoffarmers,graziers,breedersofand dealers

in livestock, market, gardeners, arboriculturists, agriculturalists, horticulturalists, and
dairymen, and any other trade or business connected therewith
59. TodothebusinessofAgriculturalfarming,Floriculture,Cashcropsandthefarmingof all
crops including subsistence crops, Horticulture, fish farming, animal husbandry,
Dairy Farming, dairy Products, poultry, apiculture and animal Products.

60. TodothebusinessofAgriculturalfarming,Floriculture,Cashcropsandthefarmingof all

crops including subsistence crops, Horticulture, fish farming, animal husbandry,
Dairy Farming, dairy Products, poultry, apiculture and animal Products.

61. To commence and carry on the business of exporting and importing of local food
crops, agricultural products, dairy and farm products and sell, breed, import and
export other animals and trading in native produce and agricultural products of all
kinds.

62. To carry on the business of importing, exporting, merchant ship, warehousemen,

buying,resellingandtradingofallkindsofgoodsfinished,semi-finished,rawmaterial
items, articles, merchandise, products such as agricultural, industrial, chemical or
marine,stone,piecesofarts,handicrafts,machinery,equipment’s,capitalgoodsand any
other item capable of being exchanged, distributed on commission, allowance,
retainer ship and incentives basis.

63. To carry on the business of consultancy and technical advisory services in project
monitoring, evaluation, education, language translation, research, in the fields
including but not limited to agricultural advisory services, environment, agriculture,
manufacturing, food processing, procurement, market information, service sector,
industrial production and any other area of every description.

64. To extend credit facilities to consumers and industries, commercial or agricultural

enterprises either by discounting or factoring commercial papers or account
receivablesorbybuyingandsellingcontracts,leases,chattel,mortgagesorbyleasing of
machinery and equipment or other movable property

65. Tocommence,establish,develop,continueandcarryonbusinessofagriculture,dairy and

farm products and sell, breed, import and export other animals and trading in native
produce and agricultural products of all kinds.

66. To create shareholder value through participation in the discovery and development
ofbase andpreciousmetal deposits.The Companyseekstoattaincashflowthrough the
acquisition or discovery of high quality mineral deposits within its key regions of
interest.
67. Tocarryonthebusinessasproducers,refiners,distillers,stores,suppliers,importers, and
distributors of petroleum and petroleum products of all descriptions.

68. Systematic exploration of mineral deposits for preparing mineral inventory,

development and conservation of minerals, encourage value addition of minerals
through promotion of mineral based industries, strengthen mineral administration and
enforcement of mineral laws and rules.

69. To find and acquire a maximum number of such economic mineraldeposits at a

minimum cost and within minimum time.

70. To operate mobile money with but not limited to Airtel, MTN, Africell, Vodafone,
Smile telecom, Safari telecom, Orange, MiDcom, Smart telecom and K2 telecom,as
regulated by the principles of the respective companies in their mandate to the
authority.

71. Toprovidetelecommunicationservicesanddealintelecommunicationproducts,sell
mobile phones, airtime cards, establish and manage telephone booth services and
carry on franchise from telecommunication companies.

72. To lend money and provide other forms of financial assistance and advice to, and
subscribeforunderwritersorotherwiseacquireanypartoftheshareorloan capital, warrants,
bonds, options, certificates of deposit and other obligations of anybody corporate in
any part of the world, and to advance money or provide credit on the security of any
real or personal property or any interest in it.

73. To open retail and wholesale stores for selling the goods manufactured or imported by
the Company and deal in as principals or as agents, distributors or as commission
agents.

74. Todealinandconductforeignexchangecashtransactionsofforexbureau,bureaude change

basis in Uganda as authorized by bank of Uganda in currencies that include
butnotlimitedtoUnitedstatesdollars,poundsterling,deutschemarks,Swissfrancs,
Japanese yen, Italian lira, Dutch guilder, Austrian shilling, Danish kroner, Belgium
francs, Canadian dollars, Norwegian kroner, Swedish kroner.

75. Tocarryonthebusinessofrenovationandplumbing,constructors,particularlyin the field

of pre-fabrication, acquire, build, construct, manufacturers of roofing tiles,
ventilators,blocks,bricks,ironsheets,maintain,alter,enlarge,pulldown,remove,or
replace any buildings, mills, factories, offices, works.
76. Tocarryontherelatedbusinessasto,andreconstruct,renovateandtoclearsitesfor the
sameand join with any person firm or company in doing any of the things aforesaid,
and to work, manage and control the same or to join with others in so doing.

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

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

accountancy,informationtechnology,auditors,testingoranalysisofcommoditiesor
productsor componentsand anyother materials or substances, from which and any
other manner in which may be manufactured, produced, processed, handled or treated.

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

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

80. To carry on the business of general merchants, importers and manufacturers of

hospital appliances and equipment, patent medical machinery, surgical instruments,
and appliances, artificial limbs, eye glasses and optical equipment’s and aid relief
facilities for disabilities and deal in requisites forhospital and clinical use on patients
and invalids.

81. To carry on the business of quantity surveying of structures and buildings, physical
planning, before, during and after construction, mechanical engineers and
manufacturers, workers and dealers in electrical apparatus and goods.

82. To carry on business of certification of quality management systems, environmental

managementsystems,organicproductsandotherproducts,processesandsystemin line
with existing regulations and guidelines.

83. To carry on business of supermarket of household goods and carry on business of

importers and exporters of all types of commodities, fabrics and to undertake any
agency or commission and to act generally as representatives, agents, factors and
brokersforimportation,saleorpurchaseofgoodsandtocarryonbusinessoftraders
 and repairers of goods and articles of any and every kind whether manufactured or
not.

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

85. To carry on the business of providing services such as cleaning, repairing, designing,
painting, lithographing, supplying, fabricating molding and otherwise paneling,
patterning, computerizing, electro-processing and changing offices, homes, plants,
factories, warehouses, shops, markets and anywhere in any building, recording,
typing and doing all sorts of services that enable, enhance, promote, beautify,
decorate,clean,improve,upgrade,change,redesignandinfluencetheoutlookofany office,
home, factory , shop or market.

86. To provide food safety, food science, food nutrition and food hygiene management,
training, monitoring, evaluation and advisory services to any government or state or
any municipality or other body politic or corporate, or company, or association, or
non-government organization, or individuals, hospitals, schools, markets, food
vendors,nurses,dieticians,refugees,farmers,elderly,domesticfoodhandlers,under
malnourished, travelers, saloon hygiene with capital, credit, means or resources for
the prosecution of any works, undertakings, projects, or enterprises.

87. Toengageineventsmanagement,conferenceandworkshoporganizing,hiringtents, chairs,

movable and any other items related thereto.

88. To carry on the business of outside cratering of supplying food stuff, drinks of all
nature as desired by the consumer or as stated by the contract engaged

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

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

90. Tocarryonthebusinessofgeneralmerchants,commissionagentstraders,importers and

exporters of any kind of goods, hardware, crockery, glassware, cutlery, house
91. holdgoods,cyclesandcycleaccessoriesandallotherkindsofgoodsandmerchandise

92. Towin,work,convertanddispose ofanymineralpropertyofthecompanyandapply for and

acquire any statutory of otherpowers, sights or concessions.
93. Tocommence,establish,develop,continueandcarryonbusinessofagriculture,dairy and
farm products and sell, breed, import and export other animals and trading in native
produce and agricultural products of all kinds.

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

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

96. To advance money not immediately required by the company or give credit to such
persons, firms, or companies and on such terms, with or without security, as may
seemexpedientandinparticulartocustomersofandothers,havingdealingswiththe
company and to give guarantees or securities foe any such persons, firms or
companies as may appear proper or reasonable to the directors, to secure or
undertakeinanywaythe repayment ofmoneys lentoradvanced to,orthe liabilities
incurred by any person subject to the provisions of the Companies Act, Cap 110;
provided that the Company shall not carry on the business of banking within the
meaning of the Financial Institutions Act.

97. To do all or any of the company’s main business as principals, agents, contractors,
trustees or otherwise and by or through trustees, agents or otherwise and either
aloneorinconjunctionwithothersandtodoallsuchotherthingsasareincidentalor as the
companymay think conducivetothe attainmentof the mainobjects oranyof them

98. To open retail and wholesale stores for selling the goods manufactured or imported
by the Company and deal in as principals or as agents, distributors or as commission
agents.

99. To arrange in Uganda and abroad for the marketing, advertising and sale of the
productsandby-productsofthe Companyand purchase of rawmaterials,goodsand
articles as are necessary for carrying on the business of the Company and, for that
purpose,eithertoestablishitsownshops,agencies,ormarketingorganizationsorto appoint
sellingor buyingagentsordistributors ofboth (whetherindividuals, firms or bodies
corporate) in any place in or outside Uganda and to allot, specify, alter or
modifytheirareasofoperationorthetermsandconditionsoftheirappointmentand
 topayremunerationtosuchsellingorbuyingagentsordistributorsorbothbywayof such
commission or in such other manner as the Company may deem fit.

100. To establish, provide, maintain and conduct or otherwise, subsidies, research

laboratories and experimental workshops for scientific and technical research and
experiments andto undertake and carryonwithall scientific and technicalresearch.

101. To apply for, promote, and obtain any order, regulation, or other authorization or
enactment, which may directly or indirectly benefit the Company.

102. To acquire and undertake the whole or any part of the business, goodwill,
intellectual property, property and liabilities of any person(s), firm(s), corporation(s)
or undertaking(s), either existing or newly engaged in or carrying on and conducting
any business which the Company is authorized to carry on or possession of property
suitable for the purpose of the objects of the Company.

103. To act as agents or enter into any arrangement with any Government or authority
supreme,municipal,localrailways,transportorshippingcompaniesorotherwisethat
mayseemconducivetothecompany’sobjectsoranyofthemandtoobtainfromany such
Government, authority, railway or company any rights, privileges and concessions
which the company may consider desirable to obtain and to carry out, exercise and
comply with any such arrangements, rights, privileges and concessions.

104. To establish subsidiary companies, amalgamate with, or enter into partnership or

into any arrangement for sharing profits, union of interest, joint venture, reciprocal
concession or co-operation with, any person or company carrying on, engaged in, or
proposingtocarryonorengagein,anybusinessortransactionwhichtheCompanyis
authorized to carry on or engage in, or which is capable of being conducted so as to,
directlyorindirectly,benefittheCompany,andtotakeorotherwiseacquireandhold
shares,stock,securities,obligationsorotherinterestsinanysuchpersonorcompany, and to
subsidize or otherwise assist any such person or company.

105. Toprocurethecompanytoberegistered,incorporatedorrecognizedinorunderthe laws

of any place outside Uganda and to establish branches and agencies of the
Companyinanyplaceoftheworldandtodiscontinuethesamewhenevernecessary;
andtoappointagentsoftheCompanyinanypartoftheworldandtosendtoforeign
countriesemployeesofthecompanyorotherswithaviewtopromotetheinterestof the
Company.

106. ToissueorallotfullyorpartlypaidsharesinthecapitaloftheCompanyin payment or part

payment for any movable or immovable property purchased or otherwise acquired by
the company or for any services rendered to the company.
 107. To subscribe for, absolutely or conditionally or otherwise acquire and to
holdand/or dispose of shares, stocks and securities or obligations of any other
Company whether Ugandan or foreign.

108. To pay out of the funds of the Company all or any expenses, which the
companymaylawfullypayforservices,renderedforformationandregistrationofthecompa
ny andforpromotionofanyothercompanybyit,subjecttotheCompaniesAct,Cap110.

109. To make donations either in cash or in kind for such objects or causes as may be
directly or indirectly conducive to any of the company’s objects or otherwise
expedient.

110. Tobecome memberofanyother bodiescorporatesuchasassociations, institutions,

clubs, societies, credits card societies, dinner club and bodies corporate including
companies limited by guarantee for the benefit of the business of the company.

111. To remunerate any person for services rendered, or to be rendered, in placing or

assisting to place or guaranteeing the placing of any of the shares in the Company’s
capital or any debentures or other securities issued by the company.

Subject to the Companies Act, No:1 of 2012 and the directions issued by the Bank of
Ugandatoborrow, raiseor securethepaymentof moneyortoreceive money asloanat interest
for any of the purposes of the company and at such time or times as may be thought fit,
by promissory notes, ills of exchange, bills of lading, warrants or other negotiable
instruments or by taking credit in or opening current accounts or over-draft accounts with
any person, firm, bank or company and whether with or without any security or by such
other means as the Director’s may in their absolute discretion deem expedient.

IV. Theliabilityofthemembersis limited

V. The authorized Capital of the Company is 2,000,000/= (Two million shillings only)
divided into 100 (one hundred) ordinary shares of 20,000/= (Twenty thousand
shillings) each with power for the Company to increase and reduce the said capital
andtoissueanypartofitsoriginalcapitalorincreasewithorwithoutanypreference, priority
or special privilege or subject to any postponement of rights or to any
conditionsorrestrictionsandsothatunlesstheconditionsofissueofshareswhether
 declaredtobepreferenceorotherwiseshallbesubjecttobepowerhereinafter contained.

V1.We, the several persons, whose names and addressed are subscribed hereunder, are
desirousofbeingformedintoacompanyinpursuanceofthisMemorandumof Association,and we,
respectively agree totake the number of shares in the capitalof theCompany, set opposite our
respective names:
Name,address,descriptionandoccupationof Numberof Signatureof
each subscriber shares subscriber

KAIZA DAVID CHRISTOPHER 100

BUSINESSMAN
KLA

Datedat………………..this………..dayof ...... 2023

WITNESSTOTHEABOVESIGNATURES:

SignatureS:………………………………..……………………………..…………………

Namein full:……………………………………………………………………………….

PostalAddress:…………………..…………………………………

…..…………………..

Occupation:………………………..…………………………………

…………………….
 THECOMPANIESA
CT (1 OF 2012)

COMPANYLIMITEDBYSHARES

MEMORANDUMOFASSOCIATI
ON OF
WAZO RESEARCH COMMUNICATION AND
CONSULTANCY (W.R.C.C) - SMC LIMITED
TheCompany is a PRIVATECOMPANY and accordingly:-

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

(b) Thenumberofmembersofthecompany(exclusiveofpersonswhoareintheemployment
andhavecontinuedtobemembersofthecompany)islimitedtofiftyprovidedthatwhere two or
more persons hold one or more shares in the company jointly they shall for the purpose of
these Articles be treated as a single member.

PRELIMINARY

1. The regulations contained in Table “A” of the first schedule to the Companies Act,
shallapplytothecompanyinsofarastheyareapplicabletoaPrivateCompanysubject to the
modifications special provisions herein contained.

2. IntheseArticlesifnotinconsistentwiththeobjectsofthecompanythewordsstanding in the
first column for the following table shall bear the meaning set opposite them
respectively in the second column.
 Word Meaning

TheAct ThisCompanies ActNo 1of2012

The Statute The Companies Act and every otherAct for the
timebeinginforceaffectingtheCompany.

TheseArticles TheseArticlesofAssociationas
Originallyformedorasfromtimetotimealteredby
special resolutions.

The Office TheRegisteredofficeforthetime

being of the company.

Paid Paidorcredited aspaid.

The Register Theregisterofmembers ofthe companyrequired to be

kept by section 112 of the Act.

TheSeal Thecommonseal ofthecompany.

The Secretary Anypersonappointedtoperform

theduties oftheSecretary of the Company.

Save as aforesaid any words or expressions defined in the statutes shall bearthesame
meaning in the Articles.

3. Anybranchorkindofbusinesswhichthecompanyiseitherexpresslyorbyimplication
authorizedtoundertakemaybeundertakenbytheDirectorsatsuchatimeastheyshall
 thinkfitandfurthermaybesufferedbythemtobeinabeyancewhethersuchbranchor kind of
business may have been actually fit or expedient not to commence or proceed with
such branch or kind of business.

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

TRANSFER AND TRANSMISSION OF SHARES

5. Anypartytothisagreementproposingtotransferanysharesshallgivenoticeinwritingto the
other parties.The transfer notice shall specify the number of shares the transferor
proposestotransfer.Theinitialpartiestothisagreementshallhavepriorityoveranyparty to
purchase such shares.

5. Subject to such of the restrictions of these articles as may be applicable any member
may transfer all or any of his shares by instrument in writing in any usual or common
form or any other form which the Directors may approve.

6. Whentransferringshares, priorityshouldbegiventothe existing shareholders.

7. TheDirectorsmaydeclinetoregisterthetransferofasharenotbeingfullypaidsharetoa person of
whom they shall not approve and may also decline to register the transfer of a share on
which the company has a lien.The directors will also be empowered to cancel any share
or shares of any person and refund that person the value of the shares.The directors will
not be required to give any reason for their action.
8. Thedirectorsmayalso declinetoauthorizeanyinstructiontransfer unless:-

(a) Afeesuchasthedirectorsmayfromtimetotimerequireispaidtothecompanyin respect

thereof;
 (b) Theinstrumentoftransferisaccompaniedbythecertificateoftheshare to which
itrelatesandsuchotherevidenceasthedirectors may reasonably requireshowing the
right of the transfer or to make the transfer.

(c) The transfer is first given to the initial shareholders of the company an option to
purchase the shares in respect of which the transfer is made.

9. Ifthedirectorsrefusetoregisterthetransfertheyshallwithintwomonthsafterthedateon
whichthetransferwaslodgedwiththecompanysendtothetransfereenoticeoftherefusal.

10. The registration of transfers may be suspended and the register closed at such times and
for such periods as the directors may from time to time determine provided always that
such registration should not be suspended forever.

11. The company shall be entitled to charge a fee on the registration of a transfer or of any
probate, Letters of Administration, Certificate of death or marriage, power of Attorney,
notice in lieu of distain as or other instrument affecting the title to any share.

12. In the case of death of a member or survivor or survivors if the deceased was joint holder
and thelegal personal representativesofthe deceased where he was asole holdershall be
the only person recognized by the company as having any title to his interest in the share
but nothing herein contained shall release the estate of a deceased joint holder from any
liabilityinrespectofanysharewhichhasbeenjointlyheldbytheholderorotherpersons.
13. The Company may by ordinary resolution convert any paid up shares into stock and
reconvert any stock into paid up shares of any
Denomination.

14. The holders of stock may transfer the same or any part thereof in the same manner and
subjecttothesameregulationsandsubjecttowhichthesharesfromwhichthestockarose
mightpreviousto conversion have been transferred or are near theretoascircumstances
 admit and the Directors may from timetotimefixtheminimumwhichshallnotexceed the
nominal amount of the shares from which the stock arose.

15. The holders of stock shall according to the amount of stock held by them have the same
rights,privilegesandadvantagesasregardsdividends,votingatmeetingsorthecompany and
other matters as if they held the shares from which the stock arose but not such privileges
or advantage (except participation in the dividends and profits of the company
andtheassetsonawindingup)shallbeconferredbyanamountofstockwhichwouldnot if
existing in shares have conferred at privilege or advantage.

16. Such ofthe articlesof thecompany as are applicableto paid-up shareshall apply to stock
and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

INCREASE OF CAPITAL

17. The company may from time to time by ordinary resolution increase the share capital by
sum to be divided into shares of such amount, as the resolution shall prescribe.

18. Thecompanymaybyordinaryresolutionbeforetheissueofanynewsharedeterminethat
thesameoranyofthemshallbeofferedinthefirstinstanceandeitheratparoratpremium to all the
existing holders of any class of shares in proportion as nearly as may be to the capital
held by them respectively or make any other provisions as to the issue of the new shares;
but in default of any such determination or so far as the same shall not extend the new
shares may be dealt with as if they formed part of the shares in the original capital.

19. Except so far as otherwise provided by the conditions of issue or by these articles any
capital raisedby thecreation ofnew shares shall beconsidered partofthe original capital and
shall be subject to the provisions herein contained with reference to the payment of
callsandinstallments,transferandtransmission,forfeitureinviewofsurrenderand
 otherwise,unlessotherwiseprovidedinaccordancewiththosearticles,thenewsharesshall be
ordinary shares.

ALTERATIONOF CAPITAL

20. Thecompanymayfromtimetotimebyordinary resolution:-

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

b) Subdivideitssharesoranyofthemintosharesofsmalleramountsthanisfixedby
Memorandum of Association subject nevertheless to the provisions of section 63
(I) (d) of the Act and so that their resolution whereby any shares are subdivided
maydeterminethatasbetweentheresultingsharesoneorotherofsuchsharesmay
begivenanypreferenceofadvantageasregardsdividedcapital,votingorotherwise over
the others or any other of such shares; or

c) Cancelshares,whichatthedateofthepassingoftheresolutionhavenotbeentaken
oragreedtobetakenby anypersonanddiminishtheamountoftheshare capital by the
amount of the shares so cancelled.

GENERALMEETINGS

21. The company shall in each year hold a general meeting as its annual general meeting in
additiontoanyothermeetinginthatyearandshallspecifythemeetingassuchinthenotice calling
it and not more than fifteen months shall elapse between the date of one annual general
meeting within eighteen months of its incorporation in the need not hold it in the
yearofitsincorporationinthefollowingyear.TheAnnualGeneralMeetingshallbeheld at such
time and place, as the Directors shall appoint.
22. The company may by special resolution reduce its share capital and capital redemption
reserve fund or any premium account in any manner and with subject to any indecent
authority and consent required by law.

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

24. Thedirectorsmaywhenevertheythinkfitconvenesanextra-ordinarygeneralmeetingand
extrageneral meetings shall also beconvened on such requisitions as provided by section
132 of the Act.If at any time there are not within Uganda sufficient directors capable of
acting to form a quorum any director or any two members of the company may convene
an extraordinary general meeting in the same manner or as nearly as possible as that in
which meetings may be convened by the directors.

NOTICEOFGENERALMEETING

26. A general meeting shall be called by 21 days’ notice in writing at the least.The notice
shallbeexclusiveofthedayonwhichitisservedordeemedtobeservedandnoticesfrom the
company and to the Auditors provided that a meeting of the company shall
notwithstanding that it iscalled by shorter notice than specified in this articles be deemed
to have been duly called if it is so agreed.

a) In the case of a meeting called as the annual general meeting by all the members
entitled to attend and vote thereat;

b) In the case of any other meeting by a majority in number having a right to attend
andvotethemeetingbeingamajoritytogetherholdingnotlessthan75 percent in
nominal value of the shares giving that right.
 PROCEEDINGSATGENERALMEETING

27. All business shall be deemed special which is transacted at an extraordinary general
meeting also all business which is transacted at an annual General meeting with the
exceptionofdeclaringadividend,theconsiderationoftheaccountsbalancesheetsandthe
reportsofthedirectors,andauditors,theelectionofdirectorsinplaceofthoseretiringand the
appointment and the fixing of the remuneration of the auditors.

28. No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business; save as herein otherwise
provided two thirds of the members present in person shall form a quorum.

29. Ifwithinhalf-an-hourfromthetimeappointedforthemeetingaquorumisnotpresentthe
meetingifconvenedupontherequisitionofmembersshall be dissolved in any case
itshallstandadjournedtothesamedayinthenextweekatthesametimeandplacetosuch other day
and at the same time and place as the directors may determine and if at the adjourned
meeting the quorumis not present within half-an-hour from thetimeappointed for the
meeting the members present shall be a quorum.

30. The chairman if any of the Board of Directors shall preside as chairman at every meeting
ofthecompanyorifthereisnosuchchairmanorifheshallnotbepresentfifteen minutes after the
time appointed for the holding of the meeting or is unwilling to act the directors present
shall elect one of their members to be the chairman of the meeting.

31. Ifatanymeetingnodirectoriswillingtoactaschairmanornodirectorispresentwithin
fifteenminutesafterthetimeappointedfromholdingthemeeting the members present shall
choose one of the members to be chairman of the meeting.
32. At a general meeting a resolution put to the vote of the meeting shall be decided on by
show of hands unless a poll (before or on the declaration of the show of hands) is
demanded.

a) Bythechairmanof themeeting or

b) Byamemberormembersholdingsharesinthecompanyconferringarighttovote
atthemeetingbeingsharesonwhichaggregatesumhasbeenpaidupsharesequal to not
less than one tenth of the total sum paid upon all the shares conferring that right

34. Unlessapoll besodemanded adeclarationby the chairmanof the

meeting that a resolution has on a show of hands been carried or carried unanimously or
byaparticularmajorityorlostanentrytothateffectinthebookcontainingtheminutesof
proceedings ofthecompanyshallbeconclusiveevidenceofthefactswithoutproofofthe number
of proportion of the votes recorded in favor of or against such resolution.

35. Inthecaseofanequalityofvoteswhetherbyashowofhandsoronapollthechairmanof
themeetingatwhichtheshowofhandstakesplaceoratwhichthepollisdemanded shall be
entitled to second or casting vote.

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

VOTES OF MEMBERS

37. Subject to any rights or restrictions for the time being attached to any class or class of
shares on a show of hands every member present inperson shall have one vote and one
poll, every member shall vote according to the number of shares he has.
38. Onapollamemberentitledtomorethanonevoteneednotifhevotescast allhisvotes or cat all
the votes he uses in the same day.

DIRECTORS

39. Unlessanduntil determinedbythecompanyina generalmeetingthenumberofdirectors shall

be not less than two.

40. Any director who serves on any committee or devotes special attention to the business of
the company or who otherwise performed service which in the opinion of directors are
outsidethescopeoftheordinarydutiesofadirectormaybepaidsuchextraremuneration
bywayofsalarypercentageofprofitsorotherwiseastheBoardofdirectorsmaydetermine.

BORROWING POWERS

42. Thedirectorsmayexerciseallthepowersofthecompanytoborrowmoneyoverandabove the

company’s share capital and to mortgage or charge its undertaking property and uncalled
capital or any part thereof and to issue debenture, debenture stock whether
outrightorassecurityforanydebt,liabilityorobligationofthecompanyofanythirdparty.

POWERS OF DIRECTORS

43. Thebusinessofthecompanyshallbemanagedbythedirectorswhomaypayallexpenses incurred

in promoting and registering the company and may exercise all such powers of the
company as are not by the Act or by these Articles required to be exercised by the
company in general meeting subject nevertheless to any regulations of those regulations
 beingnotinconsistentwiththeaforesaidregulationsorprovisionsasmaybeprescribedby
theActofthedirectorswhichwouldhavebeenvalidifthatRegulationhasnotbeenmade.

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

MANAGING DIRECTOR

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

SECRETARY

46. The secretary shall be appointed by the Directors for such term at such remuneration and
upon such conditions as they may think fit and they may remove any Secretary so
appointed.The provisions of Section 17(b) to 18 inclusive of the Act shall be observed.
WherethereisnoSecretarycapableofacting,theDirectorsmayappointoneofthe
 Directors an Assistant or Deputy Secretary or any other officer of the company to
perform the duties of a Secretary.

SEAL

47. The Directors shall provide for the safe custody of the Seal, which shall only be used by
theauthority ofthe Directors, or a committeeof theDirectors authorized by theDirectors
inthatbehalfandeveryinstrumentstowhichtheSealshallbeaffixedshallbesignedbya Director
and shall be countersigned by the Secretary.

48. Alldeedsexecutedonbehalfofthecompanymaybeinsuchformandcontaininsuch
powers,provisions,conditions,covenants,clausesandagreementsastheDirectors shall think
fit and in addition to being sealed withthesealand shallbesignedby a
Director and countersigned by the Secretary or by a second Director.

WINDINGUP

49. IftheCompanyshallbewindingupwhethervoluntarilyorotherwise.Theliquidatormay with

the sanction of an extraordinary resolution, divide among the contributors in specie or
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.
 INDEMNITY

50. Every Director, manager or officer of the Company or person (whether an officer of the
Company or not) employed by the Company as Auditor shall be indemnified out of the
funds of the Company against all liabilities incurred by him as such Director, Manager,
officerorauditorindefendinganyproceedingswhethercivilorcriminalinwhichjudgment is
given in his favor, or in which he is acquitted, or in connection with any application
under section 405 of the Companies Act in which relief is granted to him by court.

ARBITRATION

51. Ifandwheneveranydifficultyshallarisebetweenthecompanyandanyofthemembersor their

respective representatives touching the construction of any of the articles herein
contained or any act or thing made or done or tobe made or done, or omitted or in regard
totherightsandliabilitiesarisinghereunder,orarisingoutoftherelationexistingbetween the
parties by reason of these present or of the act such differences shall forth with be
referred to two arbitrators appointed by each party in difference or to an umpire to be
chosen by the arbitrators.

The laws of Uganda applicable to assets of foreign investors shall apply to protect non-
Ugandan members of the Company in addition international conventions governing cross-
borderinvestmentsshouldsupercedeanyarticleorUgandalawthatinfringesontherightsof non-
Ugandan members.

We, the several persons, whose names and addresses are subscribed hereunder, are desirous of
being formed into a company in pursuance of this Article of Association, and we, respectively
agreetotakethenumberofsharesinthecapitaloftheCompany,setoppositeourrespectivenames:
 Name,address,descriptionandoccupationof Signatureofsubscriber
each subscriber
KAIZA DAVI CHISTOPHER
BUSINESS MAN

Datedat ……………this………..dayof…2023

WITNESSTOTHEABOVESIGNATURES:

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

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

PostalAddress:………………………………………..…………………………………..

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