Lake Victoria Mining 10-Q 2010 Q2 Quarterly report

Exhibit 3.1

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

LAKE VICTORIA RESOURCES (T) LIMITED

DRAWN BY:

AhmedAbubakar Magoma

~Floor,suite 80S

Harhour view

Samora Avenue

P.O.BOX 80097

DAR ES SALAAM

THE COMPANIES ACT No. 12 of 2002

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

LAKE VICTORIA RESOURCES (T) LIMITED

1.	The name of this Company is LAKE VICTORIA RESOURCES (1') LIMITED
2.	The registered office ofthis Company will be situated in Tanzania Mainland.
3.	The objects for which the Company is established is the transaction of any and alI lawful business for which companies may be incorporated in Tanzania; and more particularly the Company shalI have powers:

(a)	(i)	To purchase, take on lease or in exchange, or acquire by mining set or
		rights, buildings, easements, rights and privileges, machinery, plant,
		and other effects whatsoever in the United Republic of Tanzania,
		which the Company may from time to time think proper to be
		acquired for any of its purposes.
		To work the mines and mining rights under or upon the lands and
		properties to be acquired by the Company, and to crush, wash, smelt,
		reduce, or otherwise treat and render marketable and sell or dispose of
		the produce of any mines, whether belonging to the company or not of
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buildings and works in the process of prospecting, mining, smelting

and refming minerals.

(iv)	To provide advisory and consultancy services on all aspects of all
	mineral resources development from exploration through mining
	processing to marketing.
(v)	To search for ores, minerals, and hydrocarbons and to apply for
	licenses for mining, prospecting drilling in or over any lands
	which may be acquired by the company and to lease any such
	lands for building or for agricultural use and to sell or otherwise
dispose of the lands, mines or other property of the company.
(vi)	To excavate and extract and submit to any refinement process or
	manufacture, to prepare for market and to generally carryon the
	business of prospecting, mining, smelting and refining.
(vii)	To manufacture, buy, sell and generally deal in any plant, machinery
	equipment tools goods or things of any description which in the
	opinion of the company may be conveniently dealt with by the
	company in connection with any of its objects.
(viii)	To undertake all or any of the businesses of selling
	building/construction materials which derive from minerals and/or

(b)	To carry on any other trade or business whatever which can in the opinion of the Board ofDirectors be advantageously carried on in connection with or ancillary to any ofthe businesses ofthe Company.
(c)	To purchase or by any other means acquire and take options over any property

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	whatever, and any rights or privileges of any kind over or in respect of any
	property.
(d)	To apply for, register, purchase, or by other means acquire and protect, pro-
	long and renew, whether in the United Republic of Tanzania or elsewhere any
	patents, patent rights, brevets d'invention, licenses, secret processes, trade marks,
	designs, protections and concessions and to disclaim, alter, modify, use and tum to
	account and to manufacture under or grant licenses or privileges in respect of the
	same, and to expend money in experimenting upon, testing and improving any
	patents, inventions or rights which the Company may acquire or propose to
	acquire.
(e)	To acquire or undertake the whole or any part of the business, goodwill, and assets
	of any person, firm, or company carrying on or proposing to carry on any of the
	businesses which the Company is authorised to carry on and as part of the
	consideration for such acquisition to undertake all or any of the liabilities of
	such person, firm or company, or to acquire an interest in, amalgamate with, or
	enter into partnership or into any arrangement for sharing profits, or for co-
	operation, or for mutual assistance with any such person, firm or company, or for
	subsidizing or otherwise assisting any such person, firm or company, and to give or
	accept, by way of consideration for any of the acts or things aforesaid or property
	acquired, any shares, debentures, debenture stock or securities that may be agreed
	upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures,
	debenture stock or securities so received.
(I)	To improve, manage, construct, repair, develop, exchange, let on lease or
	otherwise, mortgage, charge, sell, dispose of, tum to account, grant licences,
	options, rights and privileges in respect of, or otherwise deal with all or any part
	ofthe property and rights ofthe Company,
(g)	To invest and deal with the monies of the Company not immediately required in
	such manner as may from time to time be determined and to hold or otherwise
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deal with any investments made.

(h) To lend and advance money or give credit on any terms and with or without security to any person, firm 01' company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and surety ships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (Including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).

(i)		To borrow and raise money in any manner and to secure the repayment ofany money
		bon-owed, raised or owing by mortgage, charge, standard security, lien or other
		security upon the whole or any part of the Company's property or assets (whether
		present or future), including its uncalled capital, and also by a similar mortgage,
		charge, standard security, lien or security to secure and guarantee the
		performance by the Company of any obligation or liability it may undertake or
		which may become binding on it.
0	)	To draw, make, accept, endorse, discount, negotiate, execute and issue
		cheques, bills of exchange, promissory notes, bills of lading, warrants,
		debentures, and other negotiable or transferable instruments.

(k)      To apply for, promote, and obtain any licence of authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests.  

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(I)		To enter into any arrangement with any Government Authority (supreme,
		municipal, local, or otherwise) that may seem conducive to the attainment of the
		company's objects or any of them, and to obtain from any such government or
		authority any charters, decrees, rights, privileges or concessions which the
		Company may think desirable and to carry out, exercise, and comply with any
		such charters, decrees, rights, privileges and concessions.
(m)		To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and
		dispose of, place and underwrite shares, stocks, debentures, debenture stocks,
		bonds, obligations or securities issued or guaranteed by any other company
		constituted or carrying on business in any part of the world, and debentures,
		debenture stocks, bonds, obligations or securities issued or guaranteed by any
		government or authority, municipal, local or otherwise, in any part of the world.
(n)		To control, manage, finance, subsidise, co-ordinate or otherwise assist any
		company or companies in which the Company has a direct or indirect fmancial
		interest, to provide secretarial, administrative, technical, commercial and other
		services and facilities of all kinds for any such company or companies and to
		make payments by way of subvention or otherwise and any other arrangements
		which may seem desirable with respect to any business or operations of or
		generally with respect to any such company or companies.
(0	)	To promote any other company for the purpose of acquiring the whole or any part
		of the business or property or undertaking or any of the liabilities of the Company,
		or of undertaking any business or operations which may appear likely to assist or
		benefit the Company or to enhance the value of any property or business of the
		Company, and to place or guarantee the placing of, underwrite, subscribe for,
		or otherwise acquire all or any part of the shares or securities of any such
		company as aforesaid.

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(P)	To sell or otherwise dispose of the whole or any part of the business or property
	of the Company, Either together or in portions, for such consideration as the
	Company may think fit, or in particular for shares, debentures, or security of any
	company purchasing the same,
(q)	To act as agents or brokers and as trustees for any person, firm or company, and
	to undertake and perform sub-contracts,
(r)	To remunerate any person, firm or company rendering services to the
	Company either by cash payment or by the allotment to him or them of shares or
	other securities of the Company credited as paid up in full or in part or otherwise
	as may be thought expedient.
(s)	To pay all or any expenses incurred in connection with the promotion,
	formation and incorporation of the Company, or to contract with any person, firm
	or company to pay the same, and to pay commissions to brokers and others for
	underwriting, placing, selling, or guaranteeing the subscription of any shares or
	other securities ofthe Company,
(t)	To support and subscribe to any charitable or public object and to support and
	subscribe to any institution, society, or club which may be for the benefit of the
	Company or its directors or employees, or may be connected with any town or
	place where the Company carries on business; to give or award pensions,
	annuities, gratuities, and superannuation or other allowances or benefits or
	charitable aid and generally to provide advantages, facilities and services for any
	persons who are or have been directors of, or who are or have been employed by, or
	who are serving or have served the Company, or any company which is a subsidiary
	of the Company or the holding company of the Company or a fellow subsidiary of
	the Company or the predecessors in business of the Company or of any such
	subsidiary, holding or fellow subsidiary company and to the wives, widows,
	children and other relatives and dependants of such persons; to make payments
	towards insurance; and to set up, establish, support and maintain superannuation and

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	other funds or schemes (whether contributory or noncontributory) for the benefit
	of any of such persons and of their wives, widows, children and other
	relatives and dependants; and to set up, establish, support and maintain profit
	sharing or share purchase schemes for the benefit of any of the employees of
	the Company or of any such subsidiary, holding or fellow subsidiary company and
	to lend money to any such employees or to trustees on their behalf to enable any
	such purchase schemes to be established or maintained.
(u)	To distribute among the members of the Company in kind any property of the
	Company of whatever nature.
(v)	To procure the Company to be registered or recognised in any part of the world.
(w)	To do all or any of the things or matters aforesaid in any part of the world and either
	as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-
	contractors or otherwise and either alone or in conjunction with others.
(x)	To do all such other things as may be deemed incidental or conducive to the
	attainment of the company's objects or any of them.

AND so that:
'.

• None of the objects set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given each such object, and none of such objects shall, except where context expressly so requires, be in any way limited or restricted reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub clause of tWs clause, or by reference to or inference from the name of Company.

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		(ii)	None of the sub-clauses of this clause and none of the objects
			therein specified shall be deemed subsidiary or ancillary to any of the
			objects specified in any other such sub-clause, and the Company
			shall have as full a power to exercise each and everyone of the
			objects specified in each sub-clause of this clause as though
			each such sub-clause contained the objects ofa separate Company.
		(iii)	The word 'Company' in this clause, except where used in reference
			to the Company, shall be deemed to include any partnership or other
			body of persons, whether incorporated or unincorporated and whether
			domiciled in the United Republic of Tanzania or elsewhere.
4	.	The liability of the members is limited.
5	.	The share capital of this Company is Tanzanian Shillings 10,000,000 divided
		into tooo shares of Tanzania Shillings 10,000 each, with the power for this
		Company to reduce 01' increase the same and alter the value of the share or to
		convert the same into stock and to issue shares at par or at a premium with
		preferential, deferred, qualified or special rights as this Company may
		determine.

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

Name, Address and description of	Nnmberof
Subscribers	Shares taken
	by each
	Subscriber
Abmed Abubakar Magoma
SIh Floor, suite S05
Samora Aveuue	I
P.O. Box S0079
Dar es Salaam
Henry Sato Massaba
Plot No. B 46/412	I
KiJitonyama
P.O. Box 7566
Dar es Salaam

10

Dated this day of --', 2009

Witness to the above signatures:

Name:

Signature: Address:

Qualification:

THE COMPANIES ACT No. 12 OF 2002

COMPANYL~DBYSHARES

ARTICLES

OF

ASSOCIATION

OF

LAKE VICTORIA RESOURCES (T) LIMITED

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		Ti\BLEA
		'rhe rdgulations in Table A in the First Schedule to the Companies Act shall not
		apply to the Company save if the same is repeated or contained in these Articles.
		INTERPRETATION
2	.	In these Articles unless the context otherwise requires:
3	.	"Articles" means these Articles of Association of LAKE VICTORIA
		RESOURCES (T) LIMITED;
		"Board" means the board of Directors of the Company or the Directors present at a
duly convened meeting of Directors at which quorum has been attained;
			means the Chainnan of the Company;
			means LAKE VICTORIA RESOURCES (T) LIMITED;
			means the Directors for the time being of the Company or if
			there be only one Director then such one Director;
			means a registered shareholder in the Company;
			means the Memorandum of Association of the Company;
			means calendar month;
			means the objects of the Company;

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	means the registered office of the
	Company;
	means the Companies Act. No. 12 of20020r any statutory re-
	enactment or modification thereof for the time being in
	force, and reference to any section or provisions of the Act
	shall include reference to any statutory re-enactment or
	modification of snch section or provision for the time being in
	means 2 Directors as the minimum number of Directors who
	must be present at a meeting in order business to be
	means the Common Seal of the
	Company;
	means from Ist January to 31 st
	December inclusive; and
	includes printing and lithography and
	any other mode or modes of representing
or producing words in a visible form.

3.	Subject as aforesaid, any words or expression defmed in the Act shall, except where the subject or context forbids, bear the same meaning in these Articles.
	PRIVATE COMPANY
4.	The Company is a Private Company, and accordingly:

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(a)	no invitation shall be issued to the public to subscribe for any shares	or
debentures of the Company; .
(b)	the number of the Members, not including persons who are in the
	employment of the Company is limited to fifty (50) Members:
	Provided that, for the purpose ofthis provision, where two or more	persons
hold one or more shares in the Company jointly, they shall be treated as a single
Member;
(c)	the right to transfer the shares of the Company is restricted in the
	hereinafter provided; and
(d)	no Share Warrant shall be issued.

5	.	The Office shall be at such place in Tanzania as the Board shall from time to time
		appoint.
		SHARE CAPITAL
6	.	The share capital of the Company at the date of adoption of these Articles is Tanzania
		Shillings Ten Million divided into One Thousand ordinary shares of Ten Thousand
		Tanzanian Shillings
7	.	Without prejudice to any special rights previously conferred on the holders of any
		shares or class of shares, any share in the Company (whether fonning part of the
		original capital or not) may be issued with any such preferred, deferred or other
		special rights or subject in regard to dividend returns of capital, voting or otherwise
		as the Company may from time to time, by resolution, detennine or in the case of
		any shares in respect of which there has been no such determination as the Board
		may direct.

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8	.	Subject to the provisions of section 59 of the Act any preference shares may be
		issued on terms that they are, or at the option of the Company are to be liable, to he
		redeemed on such terms and in such manner as the Company may, by special
9	.	The Company may, from time to time by special resolution, increase its share capital
		by such sum, to be divided into shares of such amount, as the resolution shall
		prescribe.
		MODIFICATION OF CLASS OF SHARES
10	.	All or any of the special rights and privileges attached to any class of shares issued
		may from time to time (whether or not the Company is being wound up) be altered
		or abrogated with the consent, in writing, of the holders of no less than three -
		fourths of the issued shares of that class or with the sanction of a special resolution
		passed at a separate general meeting of the holders of such shares. To any such
		separate general meeting all the provisions of these Articles as to the general
		meeting of the Company shallmulatis mulalldls apply.
11	.	The special rights conferred upon the holders of any shares or class of shares shall
		not, unless otherwise expressly provided by the conditions of issue of such shares,
		be deemed to be altered by the creation or issue of further shares and shall rank
		passu therewith.
		SHARES
12	.	Subject to the provisions of these Articles, un issued shares of the Company shall be
		at the disposal of the Board, which may allot, grant options over or otherwise
		dispose of them to such persons, at such times and for such consideration and upon
		such terms and conditions as the Board may determine, but so that no shares shall
		be issued at a discount except in accordance with section 60 of the Act.

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13	.	If the shares and equity securities of any issue shall not be capable, without division
		into fractions, of being offered to or being divided among tbe Members in the
		proportions above mentioned the same shall be offered to or divided among the
		Members as nearly as may be in such proportions and any balance shall be offered to
		or divided among the Members in such manner as may be reasonably determined by
		the Board.
14	.	If all of the shares or equity securities, as the case may be, of any issue are not fully
		subscribed for within a period of thirty (30) days after the same are offered to the
		Members, the Company shall, during the following period of thirty (30) days, offer
		all or any of the shares or equity securities not taken up by the Members to those
		Members who have accepted their offers in proportion to their shareholdings, and if
		not subscribed by these Members within a period of thirty (30) days after being
		offered the Company may offer the same to any person or persons as the Board
		thinks fit, provided that (a) the price at which such shares or equity securities may
		be allotted and issued shall be not less than the subscription price initially offered to
		the Members, and (b) the terms of payment and otherwise for such shares or equity
		securities shall not be more favorable than the tenns initially offered to the
		Members.
		SHARE CERTIFICATES
15	.	Every person whose name is entered as a Member in the Register shall be entitled,
		without payment, to receive within two months after allotment or lodgment of
		transfer (or within such other period as the conditions of issue shall provide) one
		certificate for all his shares of anyone class, or several certificates each for one or
		more of his shares of such class upon payment of such sum for every certificate
		after the first as the Board shall from time to time determine. In the case of a share
		held jointly by several persons, delivery of a certificate to one of several joint
		holders shall be sufficient delivery to all. If a Member shall sell or transfer part of
		the shares comprised in his holding he shall be entitled to a certificate for the
		balance without charge.

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16	.	If a share certificate be defaced, lost or destroyed it may be replaced on payment of
		such fee (if any) as may be detennined by the Board and on such tenus (if any) as to
		evidence and indemnity and payment of the out-of-pocket expenses of the Company
		of investigating such evidence as the Board may think fit and, in case of
		defacement, on delivery of the old certificate to the Company.
		LIEN
17	.	The Company shall have a first and paramount lien on every share (not being a fully
		paid share) for all moneys, whether presently payable or not, called or payable at a
		fixed time in respect of such share, [and the Company shall also have a first and
		paramount lien and charge on all shares (other than fully paid shares) standing
		registered in the name of a single Member for all the debts and liabilities of such
		Member or his estate to the Company, and whether the same shall have been
		incurred before or after notice to the Company of any equitable or other interest of
		any person other than such Member, and Whether the time for the payment or
		discharge of the same shall have actually arrived or not, and notwithstanding that
		the same are joint debts or liabilities of such Member or his estate and any other
		person whether a Member or not. The Company's lien on a share shall extend to all
		dividends payable thereon. But the Board may at any time declare any share to be
		wholly or in part exempt from the provisions of this article. Unless otherwise
		agreed, the registration of a transfer of shares shall not operate as a waiver of the
		Company's lien, if any, on such shares.

	The Company may sell, in such manner as the Board may think fit, any share on
	which the Company has a lien, but no sale shall be made unless some sum in respect
	of which the lien exists is presently payable nor until the expiration offourteen days
	after a notice in writing stating and demanding payment of the sum presently
	payable and giving notice of the intention to sell in default shall have been given to
	the holder for the time being of the share or to the person entitled by reason of his
	death or bankruptcy, to the share.
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19	.	The net proceeds of sale shall be applied in or towards payment or satisfaction of
		the debt or liability in respect whereof the lien exists so far as the same is presently
		payable, and any residue shall (subject to a like lien for debts or liabilities not
		presently payable as existed upon the shares prior to the sale) be paid to the person
		entitled to the shares at the time of the sale. For giving effect to any such sale the
		Board may authorize some person to transfer the shares sold to the purchaser
		thereof. The purchaser shall be registered as the holder ofthe shares and he shall not
		be bound to see to the application of the purchase money, nor shall his title to the
		shares be affected by any irregularity or invalidity in the proceedings in reference to
		the sale.
		CALLS ON SHARES
20	.	The Board may from time to time make calls upon the Members in respect of any
		moneys unpaid on their shares (whether on account of the nominal amount of the
		shares or by way of premium) and not by the conditions of allotment thereof made
		payable at fixed times, provided that no call shall exceed one-fourth of the nominal
		amount of the shares or be payable earlier than one month from the date fixed for
		payment of the last previous call, and each Member shall (subject to the Company
		giving to him at least fourteen days' notice specirying the time or times and place of
		payment) pay to the Company at the time or times and place so specified the amount
		called on his shares. A call may be revoked or postponed as the Board may
		determine.
21	.	A call may be made payable by installments and shall be deemed to have been made
at the time when the resolution of the Board authorizing the call was passed.
22	.	The joint holders of a share shall be jointly and severally liable to pay all calls in
		respect thereof.
23	.	If a sum called in respect of a share be not paid before or on the day appointed for
		payment thereof the person from whom the sum is due shall pay interest on the sum
		from the day appointed for payment thereof to the time of actual payment at such

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		rate, not exceeding 10 per cent per annum, as the Board may determine, but the
		Board shall be at liberty to waive payment of such interest wholly or in part,
24	.	Any sum which, by the terms of issue of a share, becomes payable on allotment or
		at any fixed date, whether on account of the nominal amount of the share or by way
		of premium, shall for all the purposes of these Articles be deemed to be a call duly
		made and payable on the date on which, by the terms of issue, the same becomes
		payable, and in case of non-payment all the relevant provisions of these Articles as
		to payment of interest and expenses, forfeiture or otherwise shall apply as if such
		sum had become payable by virtue or a call duly made and notified.
25	.	The Board may make arrangements on the issue of shares for a difference between
		the holders in the amount of calls to be paid and in the times of payment.
26	.	The Board may, if it thinks fit, receive from any Member willing to advance the
		same, all or any part of the moneys uncalled and unpaid upon any shares held by
		him and upon all or any of the moneys so advanced may (until the same would, but
		for such advance, become presently payable) pay interest at such rate, as may be
		agreed upon between the Board and the Member paying such sum in advance. The
		Directors may at any time on giving not less than three months' notice in writing to
		such Member repay to him the amount by which any such advance exceeds the
		amount actually called up on the shares.
		TRANSFER OF SHARES
27	.	No shareholder shall sell, assign or otherwise transfer any shares without the prior
written consent ofthe other shareholders except as provided in this Article.
28	.	If any Member wishes to transfer (including, but not limited to, any sale, gift or
		transfer due to legal proceedings by any Member) any of his shares in the Company,
		he shall first offer all of such shares he is seeking to transfer to the other Members.
29	.	The Offer shall:

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(a)	be in writing and shall be delivered by the Offeror to the Offeree at
its address registered with the Company with a copy to the Chairman
of the	Company;
(b)	be irrevocable and open for acceptance by the Offeree for a period of 30 days
	following the date of receipt ofthe Offer by the Offeree;
(c)	if an offer for the Offer Shares has been made by a bona fide third party to the
	Offeror, be accompanied by :

(i) (in the event that such offer is oral) a written memorandum setting out the cash price and any other terms and conditions that have been offered to the Offeror; or

(ii) (in the event such offer is in writing) a true and complete copy of any such offer; and which in either case must contain the name of the bona fide third party and in the case where the bona fide third party is acting in the capacity of agent, the name of his ultimate principal;

(d)	in all other cases apart from those referred to in Article 34(c), stipulate a
	cash price at which the Offeror is prepared to sell the shares. which shall be
	payable free of set-off or other deduction against delivery of the certificates in
	respect of the Offer Shares in negotiable form to the Offeree or its nominee;
	and
(e)	not be subject to any other term or condition except that whole (and not a part
	only) of the Offer must be accepted.

30	.	In the event that the Offer is accepted by more than one of the Offerees, the right of
		first refusal mentioned above shall be deemed to be proportionate to each Offeree's
		existing shareholding in the Company. For the avoidance of doubt, in the event any
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		Offeree does not accept the Offer each Offeree which has accepted the Offer shall be
		entitled, within 20 days after being notified by the Offeree that any Offeree has not
		accepted the Offer, to accept the whole (and not any part) of the Offer in respect of
		the Offer Shares not accepted by any Offeree at the same price and on the same terms
		as stated in the original Offer.
31	.	If the whole of the Offer (and not part only) is not accepted by the		Offeree within
		the period referred to in Article 34(b) (as extended, if necessary, pursuant to Article
		35), then the Offeror shall be entitled, within 30 days after such non-acceptance, to
		sell and transfer all (but not a part only) of the Offer Shares to a bona fide purchaser
		(and, where Article 34(c) is applicable to the bona fide third party referred to therein)
		("the Third Party") at a price not lower and on terms and conditions not more
		favorable to that Third Party than those at which the Offeree was entitled to purchase
		the Offer Shares in terms of the Offer. Should the Offeror not sell all the Offer
		Shares within such 30 day period, then Articles 34-35 inclusive shall apply de novo.
32	.	No transfer shall be registered unless a proper instrument of transfer shall have been
		delivered to the Company. The instrument of transfer of a share shall be executed by
		both the transferor and the transferee, and the transferor shall be deemed to remain
		the holder of the share until the	name of the transferee is entered in the
		Register in respect thereof. All instruments of transfer, when registered, shall be
		retained by the Company.
33	.	The Board may, in its absolute discretion and without assigning any reason therefore,
		decline to register any transfer of shares (other than fully paid shares) to a person of
		whom it shall not approve. The Board Illay also decline to register any transfer of
		shares on which the Company has a lien.
34	.	The Board may decline to recognize any instrument of transfer if:

(a)	such fee to be determined by the Board		is not paid to the Company in respect
	thereof;
	2	t

(b)		the instrul11ent of transfer is not lodged with the Company at the registered office of
		the Company or is not accompanied by the certificate of the shares to which it
		relates, and such other evidence as the Board may reasonably require to show the
		right of the transferor to make the transfer; and
(c)		the instrument of transfer is in respect of more than one class of shares.
35	.	If the Board refuses to register a transfer it shall, within two months after the date on
		which the transfer was lodged, send to the transferee notice of the refusal and the
		inslnllnent of transfer which the Board has refused to register shall be returned to
		the transferee.
36	.	The Company shall be entitled to charge a fee to be determined by the Board on the
		registration of every probate, letters of administration, certificate of death or
		marriage, power of attorney, or other instrument relating to or affecting the title to
		any share.
		TRANSMISSION OF SHARES
37	.	In case of the death of a Member the survivor or survivors where the deceased was a
		joint holder, and the executors or administrators of the deceased where he was a sole
		holder, shall be the only persons recognized by the Company as having any title to
		his shares; but nothing hercin contained shall release the estate of a deceased joint
		holder from any liability in respect of allY share jointly held by him with other
		persons.
38	.	Any person becoming entitled to a share in consequence of the death or bankruptcy
		or liquidation of a Member may upon such evidence being produced as may from
		time to time be required by the Board and subject as hereinafter provided either be
		registered himself as holder of the share or elect to have some person nominatcd by
		him registered as the transferee thereof.

22

39	.	If the person so becoming entitled shall elect to be registered himself he shall
		deliver or send to the Company a notice in writing signed by him, stating that he so
		elects. If he shall elect to have his nominee registered he shall testify his election by
		executing in favour of his nominee a transfer of such share. All the limitations,
		restrictions and provisions of these Articles relating to the right to transfer and the
		registration oftransfers of shares shall be applicable to any such notice or transfer as
		aforesaid as if the death or bankruptcy or liquidation of the Member had not
occurred and the notice or transfer were a transfer executed by such Member.
40	.	A person becoming entitled to a share in consequence of the death or bankruptcy or
		liquidation of a Member shall be entitled to receive and may give a discharge for
		any dividends or other moneys payable in respect of the share, but he shall not be
		entitled in respect of the share to receive notices of or to attend or vote at general
		meetings of the Company or, save as aforesaid, to exercise in respect of the share
		any of the rights or privileges of a Member until he shall have become registered as
		the holder thereof.
		FORFEITURE OF SHARES
41	.	If a Member fails to pay any call or installment of a call on the day appointed for
		payment thereof, the Board may at any time thereafter during such time as any part
		of such call or installment remains unpaid serve a notice on him requiring payment
		of so much of the call or installment as is unpaid, together with any interest and
		expenses which may have accrued.
42	.	The notice shall name a further day (not being less than fourteen days from the
		date of the notice) on or before which and the place where the payment required by
		the notice is to be made, and shall state that, in the event of non-payment at or
		before the time and at the place appointed, the shares in respect of which such call
		was made or installment is payable will be liable to be forfeited. The Board may
		accept the surrender of any share liable to be forfeited hereunder and, in such case,
		references herein to forfeiture shall include surrender.

23

43	.	When any share has been forfeited, notice of the forfeiture shall forthwith be given
		to the holder of the share or the person entitled to the share by reason of the death or
		bankruptcy or liquidation of the holder (as the case may be); but no forfeiture shall
		be in any manner invalidated by any omission or neglect to give such notice as
		aforesaid.

44	.	A forfeited share shall be deemed to be the property of the Company and may be
		sold, re-allotted or otherwise disposed of either to the person who was, before
		forfeiture, the holder thereof or entitled thereto or to any other person npon such
		terms and in such manner as the Board shall think fit, and at any time before a sale
		or disposition, the forfeiture may be cancelled on snch terms as the Board may think
		fit.

45	.	A Member whose shares have been forfeited shall cease to be a Member in respect
		of the forfeited shares but shall, notwithstanding, remain liable to pay to the
		Company all moneys which at the date of forfeiture were presently payable by him
		to the Company in respect of the shares with interest thereon at such rate as the
		Board may determine, not exceeding ten per cent per annum, from the date of
		forfeiture until payment but the Board may waive payment of such interest either
		wholly or in part.

46	.	A statutory declaration in writing that the declarer is a Director or the Secretary of
		the Company and that a share has been duly forfeited on a date stated in the
		declaration shall be conclusive evidence of the facts therein stated as against all
		persons claiming to be entitled to the share. The Company may receive the
		consideration (if any) given for the share on the sale or disposition thereof and may
		execute a transfer of the share in favour of the person to whom the same is sold or
		disposed of, and he shall thereupon be registered as the holder of the share and shall
		not be bound to see to the application of the purchase money (if any) nor shall his
		title to the share be affected by any irregularity or invalidity in the proceedings in
		reference to the forfeiture, sale or disposal of the share.

24

		INCREASE OF CAPITAL
47	.	The Company may from time to time by special resolution increase its capital by
		such sum to be divided into shares of such amounts, as the resolution shall
		prescribe.
48	.	The Company may, by the resolution increasing the capital, direct that the new shares
		or any of them shall be offered either at par or at a premium or at a discount or may
		make any other provisions as to the issue of the new shares. In default of any such
		direction or so far as the same shall not extend the provisions of Article 14 shall
		apply to such shares.
49	.	The new shares shall be, subject to all the provisions of these Articles with reference
		to payment of calls, lien, transfer, transmission, forfeiture, shall be issued as
		Ordinary Shares.
		ALTERATIONS OF CAPITAL
50	.	The Company may from time to time by ordinary resolution:
(a)		Consolidate and divide all or any of its share capital into shares of larger amount
		than of its existing shares;
(b)		sub-divide its shares or any of them into shares of smaller amount than is fIxed by
		the Memorandum (subject, nevertheless, to the provisions of section 64 (1) (d) of
		the Act), and so that the resolution whereby any share is sub-divided may
		determine that as between the holders of the shares resulting from such sub-division
		one or more of the shares may have any such preferred or other special rights over,
		or may have such qualifIed or deferred rights or be subject to any such restrictions
		as compared with the other or others as the Company has power to attach to un

2S

(c)		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 its share
		capital by the amount of the shares so cancelled; and
(d)		vary, modify or amend any rights attached to any shares not yet issued; and
		may also by special resolution:
(e)		reduce its share capital or any capital redemption reserve fund or any share premium
		account in any manner and with and subjectto any circumstance authorized by the
		Act.
		GENERAL MEETINGS
51	.	The Company shall in each year hold a general meeting as its Annual General
		Meeting in addition to any other meetings in that year, and not more than fifteen
		months shall elapse between the date of one Annual General Meeting of the
		Company and that of the next. The Annual General Meeting shall be held at such
		time and place as the Board shall appoint.
52	.	All General Meetings other than Annual General Meetings shall be called
		Extraordinary General Meetings.
53	.	The Board may, whenever it thinks fit, convene an Extraordinary General Meeting,
		and Extraordinary General Meetings shall also be convened on such requisition of
		the member as provided by section 134 of the Act. If at any time there are not
		within Tanzania [Territory] sufficient Directors capable of acting to form a quorum,
		any two Director or any two Members may convene an Extraordinary General
		Meeting in the same manner as nearly as possible as that in which meetings may be
		convened by the Board. In the case of an Extraordinary General Meeting called
		pursuant to a requisition, no business other that that stated in the requisition as the
		subject of such meeting shall be transacted unless such meeting shall have been
		called by the Board.
26

54	.	An Annual General Meeting and a meeting called for the passing of a special
		resolution shall be called by twenty-one days' notice in writing at the least, and a
		meeting other than an Annual General Meeting or a meeting for the passing of a
		special resolution shall be called by fourteen days' notice in writing at the least.
		The notice shall be exclusive of the day on which it is served or deemed to be
		served and of the day for which it is given, and shall specify the place, the day and
		the hour of meeting, and, in the case of special business, the general nature of that
		business. The notice convening an Annual General Meeting shall specify the
		meeting as such, and the notice convening a meeting to pass a special or
		extraordinary resolution shall specify the intention to propose the resolution as a
		special or extraordinary resolution as the case may be. Notice of every General
		Meeting shall be given in manner hereinafter mentioned to such persons as are, in
		accordance with the provisions of these Articles, entitled to receive such notices
		from the Company, and also to the Auditors of the Company for the time being:
		Provided that with the consent of all the Members entitled to receive notice of some
		particular meeting, that meeting may be convened by such shorter notice and in
		such manner as those Members may think fit.
		In every notice calling a meeting there shall appear with reasonable prominence a
		statement that a Member entitled to attend and vote is entitled to appoint one or
		more proxies to attend and vote in his stead and that a proxy need not also be a
		Member.
55	.	The accidental omission to give notice of a meeting or (in cases where instruments
		of proxy are sent out with the notice) the accidental omission to send such
		instrument of proxy to, or the non-receipt of notice of a meeting or such instrument
		of proxy by, any person entitled to receive notice shall not invalidate the
		proceedings at that meeting.

27

~

		PROCEEDINGS AT GENERAL MEETINGS.
56	.	All business transacted at an Extraordinary General Meeting and at an Annual
		General Meeting with the exception of the declaration and sanctioning of dividends,
		the consideration of the accounts and balance sheet and the reports of the Directors
		and Auditors, the election of Directors and Auditors and other officers in place of
		those retiring by rotation or otherwise, and the fixing of the remuneration of the
		Auditors and the voting of remuneration to the Directors shall be deemed special.
57	.	No business shall be transacted at any General Meeting unless a quorum be present.
		A corporation being a Member shall be deemed for the purpose of this Article to be
		personally present if represented by proxy or in accordance with the provisions of
		section 141 of the Act.
58	.	If within half an hour from the time appointed for a meeting a quorum be not
		present the meeting, if convened on the requisition of Members, shall be dissolved.
		In any other case it shall stand adjourned to the same day in the next week at the
		same time and place, or to such other day and at such other time and place as the
		Board may determine, and the provisions of Article 67 shall apply. If at such
		adjourned meeting a quorum as above defined be not present within half an hour
		from the time appointed for holding the meeting the Members present in person or
		by proxy shall be a quorum.
59	.	The Chairman (if any) of the Board shall preside as Chainnan at every General
		Meeting of the Company.
60	.	If there be no such Chairman or if at any meeting the Chairman be not present
		within half an hour after the time appointed for holding the meeting, the Members
		present shall choose any of the Directors present at the meeting to act, or if one
		Director only be present he shan preside as Chairman if willing to act. If no Director
		be present, or if all the Directors present decline to take the chair, the Members
		present shall choose one of their numbers to be Chainnan.

61	.	The Chainnan may, with the consent of any meeting at which a quorum is present
		(and shall if so directed by the meeting), adjourn the meeting from time to time and
		from place to place, but no business shall be transacted at any adjourned meeting
		except business which might lawfully have been transacted at the meeting from
		which the adjournment took place. When a meeting is adjourned for thirty days or
		more, notice of the adjourned meeting shall be given as in the case of an original
		meeting. Save as aforesaid, it shall not be necessary to give any notice of an
		adjournment or of the business to be transacted at an adjourned meeting.
62	.	At any General Meeting, a resolution put to the vote of the meeting shall be decided
		on a show of hands unless (before or on the declaration of the result of the show of
		hands) a poll be demaoded by the Chairman, or by any Member. Unless a poll be so
		demanded, a declaration by the Chairman that a resolution has, on a show of hands,
		been carried or carried unanimously or by a particular majority or not carried by a
		particular majority or lost, and an entry to that effect in the book of proceedings of
		the Company shall be conclusive evidence of the fact without proof of the number
		or proportion of the votes recorded in favour of or against such a resolution.
63	.	If any votes shall be counted which ought not to have been counted or might have
		been rejected the error shall not vitiate the resolution unless it be pointed out at the
		same meeting and not in that case unless it shall, in the opinion of the Chainnan of
"		the meeting, be of sufficient magnitude to vitiate the resolution.
64	.	If a poll be duly demanded the result of the poll shall be deemed to be the resolution
		of the meeting at which the poll was demanded.
65	.	In case of an equality of votes at a General Meeting, whether on a show of hands or
		on a poll, the Chairman of such meeting shall be entitled to a second or casting vote.
66	.	A poll demanded on the election of a Chainnan, or on a question of adjournment,
		shall be taken forthwith. A poll demanded on any other question shall be taken at
		such time and place and in such manner as the Chairman directs.
		29

67	.	The demand for a poll shall not prevent the continuance of a meeting for the
		transaction of any business other than the question on which the poll has been
		demanded, and it may be withdrawn at any time before the next business is
		proceeded with.
		VOTES OF MEMBERS
68	.	Subject to any special terms as to voting upon which any share capital may be
		issued or may for the time being be held on a show of hands every Member who
		(being an individual) is present in person or (being a government or corporation) is
		present by a representative duly authorised under section 141 of the Act shall have
		one vote. On a poll every Member who is present in person or by proxy shall have
		one vote for every share of which he is the holder.
69	.	In the case of joint holders of a share the vote of the senior who tenders a vote,
		whether in person or by proxy, shall be accepted to the exclusion of the votes of the
		other joint holders, and for this purpose seniority shall be determined by the order in
		which the names stand in the Register.
70	.	No Member shall be entitled to vote at any General Meeting unless all calls or other
		sums presently payable by him in respect of shares in the Company have been paid.
71	.	No objection shall be raised to the qualification of any voter except at the meeting
		or adjourned meeting at which the vote objected to is given or tendered, and every
		vote not disallowed at such meeting shall be valid for all purposes. Any such
		objection made in due time shall be referred to the Chairman of the meeting, whose
		decision shall be final and conclusive.
72	.	On a poll votes may be given either personally or by proxy.
73	.	The instrument appointing a proxy shall be in writing under the hand of the
		appointer or of his attorney duly authorised in writing or, if the appointer be a

30

		corporation, either under its common seal (in the case of a corporation) or under the
		hand of an officer duly authorised or attorney so authorised.
74	.	A proxy need not be a Member of the Company. Any Member may appoint more
		than one proxy to attend on the same occasion.
75	.	The instrument appointing a proxy and the power of attorney or other authority (if
		any) under which it is signed, or a notarized certified copy of such power or
		authority, shall be deposited at the Office or such other place in Tanzania as may be
		specified in the notice convening the meeting no less than forty-eight hours before
		the time appointed for holding the meeting or adjourned meeting at which the
		person named in the instrument proposes to vote, or in the case of a poll taken
		subsequently to the date of a meeting or adjourned meeting, no less than twenty-
		four hours before the time appointed for the taking of the poll and in default the
		instrument of proxy shall not be treated as valid.
76	.	The Board may, if it thinks fit, send out with the notice of any meeting, forms of
		instrument of proxy for use at the meeting and such instruments of proxy shall be in
		the form following or in such other form as the Board may decide:

31

FORM OF PROXY

l!We, being (a) Members(s) of the above-named Company,

hereby appoint of or failing him

of

as my/our proxy to vote for me/us and on my/our behalfat the annual [or

extraordinary, as the case //lay be] General Meeting of the Company to be held on

the day of , 200 and at any adjournment thereof.

Dated this day of ,200

Signature:

Address:

in favour of
I desire to vote * _ the Resolution(s) [where //lore thall olle proxy is

against

appointed add, in respect of Shares].

NOTE:· Unless olhefWise directed. the proxy holder will vote as he thinks fit and In respect of the
Member's total holding.

32

77	.	A vote given in accordance with the tenus of an instrument of proxy shall be valid
		notwithstanding the previous death or insanity of the principal, or revocation of the
		instrument of proxy or of the authority under which it was executed, or the transfer
		of the share in respect of which the instrument of proxy is given, provided that no
		information in writing of such death, insanity, revocation or transfer shall have been
		received by the Company at the Office before the commencement of the meeting
		adjourned meeting, or the taking of the poll, at which the instrument of proxy
		used.
78	.	The instrument appointing a proxy shall be deemed to confer authority to demand or
		join in demanding a poll.
79	.	A resolution in relation to any of the following shall require the approval
		Members representing at least 74% of the share capital of the Company:
		(a) the adoption of any change to the Articles of Association of the Company, other
		than a change of name of the Company (which shall be decided by the Board);
		(b) the consolidation or amalgamation of the Company.
		DIRECTORS
80. (a) The Board of Directors of the Company shall consist of not less than two and not
		more than eight Directors.
		The first Directors of the Company are:

1. Heidi Kalenuik
2. Ahmed Abubakar Magoma
3. Henry Sato Massaba

(b)	Unless otherwise detenuined by the Company in General Meeting, the Chairman of
	the Board shall be appointed by the Board and his remuneration shall be fixed by

33

		the Board. The Chairman of the Board shall also be the Chairman of the General
		Meeting of the Company.
81	.	Each Director shall have the power to 'appoint an alternate Director to act in his
		place during his absence and may at his discretion remove such alternate Director.
		A person so appointed shall be subject in all respects to the terms and conditions
		existing in respect of Directors and each alternate Director, while so acting shall
		exercise and discharge all functions, powers and duties as a Director of his
		appointer in such appointer's absence. An acting Director shall ipso facio cease to
		be an alternate Director if his appointer ceases, for any reason, to be a Director:
		Provided that if any Director retires by rotation or otherwise but is re-elected at the
		same meeting, any appointment made by him pursuant to this Article which was in
		force immediately before his retirement shall remain in force as though he had not
		retired.
82	.	All appointments and removals of an alternate Director shall be effected by
		instrument in writing delivered at the Office and signed by the appointer. A
		Director exercising the power to appoint an alternate Director shall give prior
		notice of such appointment in writing to the Secretary of the Board.
83	.	Each of the Directors, other than the Chairman of the Board, shall be entitled to
		remuneration at such rate as the Company in General Meeting may from time to
		time determine (by ordinary majority) and the Chairman shall be entitled to
		remuneration at such higher rate as the Company in General Meeting may from time
		to time determine (by ordinary majority). Any Director holding office for less than a
		year shall only rank for remuneration in proportion to the period dnring which he
		has held office during such year. The Directors (including alternate Directors) shall
		be entitled to be paid their reasonable travelling, hotel and incidental expenses of
		attending and returning from meetings of the Board or committees of the Board or
		General Meetings or otherwise incnrred while engaged on the business of the
		Company.

34

84	.		Any Director who, by request, performs special services or who otherwise performs
			services which, in the opinion of the Board, are outside the normal scope of the
			usual duties of a Director, may be paid such extra remuneration by way of salary,
			percentage of profits or otherwise as the Board may determine which shall be
			charged as part of the Company's ordinary working expenses.
85	.		A Director may be or become a director or other officer of or otherwise interested in
			any company promoted by the Company or in which the Company may be
			interested, and no such Director shall be accountable for any remuneration or other
			benefits received by him as a Director or officer of or from his interest in such other
			company. The Board may also exercise the voting power conferred by the shares in
			any other company held or owned by the Company in such manner in all respects as
			it thinks fit, including the exercise thereof in favour of any resolution appointing the
			members of the Board or any of them to be directors or officers of such other
			company, or voting or proViding for the payment of remuneration to the directors or
			officers of such other company, and any Director of the Company may vote in
			favour of the exercise of such voting rights in the manner aforesaid notwithstanding
			that he may be or be about to become a director or officer of such other company
			and as such, or in any other manner, is or may be interested in the exercise of such
			voting rights in the manner aforesaid.
86	.	(a)	A Director who is in any way, whether directly or indirectly, interested in a contract
			or arrangement or proposed contract or arrangement with the Company shall declare
			the nature of his interest at the meeting of the Board at which the question of
			entering into the contract or arrangement is first taken into consideration, if his
			interest then exists, or in any other case at the first meeting of the Board after he
			becomes so interested. A general notice to the Board given by a Director to the
			effect that he is member of a specified company or firm and is to be regarded as
			interested in all transactions with such company or fron shall be a sufficient
			declaration of interest under this Article, and after such general notice it shall not be
			necessary to give any special notice relating to any subsequent transaction with such
			company or fmn provided that either the notice is given at a meeting of the Board or

35

		the Director giving the same takes reasonable steps to secure that it is brought up
		and read at the next Board meeting after it is given,
(b)		A Director shall not vote (nor be counted in the quorum) in respect of any contract
		or arrangement in which he is interested, and if he shall do so his vote shall not be
		counted but the prohibition shall not apply to any arrangement for giving to any
		Director any security or indemnity in respect of money lent by him to or obligations
		undertaken by him for the benefit of the Company, nor to any arrangement for the
		giving by the Company of any security to a third party in respect of a debt or
		obligation of the Company which the Director has himself guaranteed or secured,
		nor to any contract by a Director to subscribe for or underwrite shares or debentures
		of the Company, nor to any contract or arrangement with a corporation in which he
		is interested only by reason of being a director, officer, creditor or member of such
		corporation or of any shareholder of such corporation, or of a corporation which is
		itself a shareholder of that other corporation and it may at any time be suspended or
		relaxed to any extent, and either generally or in respect of any particular contract, by
		the Company in General Meeting,
(c)		A Director, notwithstanding his interest, may be counted in the qnorum present for
		the purpose of considering the appointment of himself or of any other Director to
		hold any such office or place of profit under the Company as aforesaid or of
		arranging the terms of any such appointment, and he may vote on any such
		appointment or arrangement other than his own appointment or the arrangement of
		the terms thereof,
(d)		Any Director may act by himself or his firm in a professional capacity for the
		Company (otherwise than as Auditor), and he or his firm shall be entitled to
		remuneration for professional services as ifhe were not a Director,
87	.	A Director shall not require any share qualification,
36

88	.	Without prejudice to the last preceding Article and to the provisions for retirement
		by rotation or otherwise hereinafter contained, the office of a Director shall be
		vacated in any ofthe events following, namely if:
(a)		he resigns his office by writing under his hand; or
(b)		he be found lunatic or become of unsound mind or a receiving order is made
		against him or he compounds with his creditors; or
(c)		without leave, he be absent, otherwise than on the business of the Company, from
		meetings of the Board for six consecutive months, and the Board resolves that his
		office be vacated; or
(d)		he be prohibited from being a Director by reason of any order made under section
		197 of the Act; or
(e)		without the consent of the remaining Directors he holds any office or place of profit
		under the Company other than that of Managing Director, Manager or Trustee of
		any deed for securing debentures of the Company; or
(I)		he be removed either by an extraordinary resolution, or an ordinary resolution of the
		Company, twenty-eight days' notice of intention to move such resolution having
(g)		he be requestcd, in writing, by all the other Directors to resign.
		POWERS AND DUTIES OF DIRECTORS
89	.	The business of the Company shall be managed by the Board, which may exercise all
		such powers of the Company as are not by the Actor by these Articles required to be
		exercised by the Company in General Meeting, subject nevertheless to the
		provisions of these Articles and of the Act and to such regulations being not
		inconsistent with such provisions as may be prescribed by the Company in General

37

		Meeting, but no regulations made by tbe Company in General Meeting shall
		invalidate any prior act of the Board which would have been valid if such
		regulations had not been made. The general powers given by this Article shall not
		be limited or restricted by any special authority or power given to the Board by any
		other Article.
90	.	The Board may from time to time and at any time by power of attorney under the
		Company's Seal appoint any company, firm or person or any fluctuating body of
		persons, whether nominated directly or indirectly by the Board, to be the attorney or
		attorneys of the Company for such purposes and with such powers, authorities and
		discretions (not exceeding those vested in or those conferred upon the Board by this
		Article) and for such period and subject to such conditions as it may think fit, and
		such power of attorney may contain such provisions for the protection and
		convenience of persons dealing with any such attorney as the Board may think fit,
		and may also authorize any such attorney to sub-delegate all or any of the powers,
		authorities and discretions vested in him.
91	.	The Company may exercise the powers conferred by section 42 of the Act with
		regard to having an Official Seal for use abroad and such powers shall be vested in
		the Board.
92	.	The Company may exercise the powers conferred by sections 115 to 127 of the Act
		with regard to the keeping of a branch Register in any part of the world and the
		Board may (subject to the provisions of those sections) make and vary such
regulations as it may think fit in respect of the keeping ofany such Register.
		BORROWING POWERS
93	.	The Board 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 thereof
		and to issue debentures and other securities whether outright or as collateral security
		for any debt, liability or obligation of the Company or of any third party; Provided
		that the aggregated amount for the time being remaining outstanding of moneys

38

		borrowed or secured by any subsidiary of the Company (exclusive of moneys
		outstanding in respect of borrowings by the Company from any such subsidiary or
		by any subsidiary from another such subsidiary or from the Company) shall not at
		any time without the previous sanction of an ordinary resolution of the Company
		exceed the aggregate of the nominal amount of the issued and paid up share capital
		and the amount of any share premium account for the time being of the Company,
		but no debt incurred or security given in respect of moneys borrowed or secured in
		excess of the limit hereby imposed shall be invalid or ineffectual except in the case
		of express notice at the time the debt was incurred or the security given that the
		limit hereby imposed had been or was thereby exceeded,
94	.	All cheques, promissory notes, drafts, bills of exchange and other negotiable and
		transferable instrwnents and all receipts for moneys paid to the Company shall be
		signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in
		such manner as the Board shall from time to time by resolution determine.
		MINUTES
95	.	The Board shall cause minutes to be made in books provided for the purpose of:

(a)	all appointments of officers made by the Board;
(b)	the names of the Directors present at each Board or Committee meeting;
(c)	all resolutions and proceedings at all meetings ofthe Company and of the Board and ofthe Committees,

The minutes referred to in this Article shall be approved by the Board and shall be

signed by the Chairman of the Board and the Secretary at the next Board meeting.

The minutes shall be in English and shall be kept and filed by the Secretary.

                                                                                       39

96	.	MANAGING DIRECTOR
		The Board may from time to time appoint one or more of its board to the office of
		Managing Director and three Assistant Managing Directors for such period and
		upon such terms as it thinks fit and, subject to the provisions of any agreement
		entered into in any particular case, may revoke such appoinbnent. A Director so
		appointed shall not, while holding such office, be subject to retirement by rotation
		or taken into account in determining the rotation or retirement of Directors, but his
		appointment shall (without prejudice to any claim he may have for damages for
		breach of any contract of service between him and the Company) ipso facto
		determine ifhe ceases from any cause to be a Director.
97	.	A Managing Director and Assistant Managing Director shall receive such
		remuneration (whether by way of salary, commission or participation in profits, or
		otherwise) as the Board may determine, and either in addition to or in lieu of his
98	.	The Board may entrust to and confer upon a Managing Director or Assistant
		Managing Director any of the powers exercisable by it upon such terms and
		conditions and with such restrictions as it thinks fit, and either collaterally with or to
		the exclusion of its own powers, and may from time to time (subject to the terms of
		any agreement entered into in any particular case) revoke, withdraw, alter or vary all
		or any of such powers.
		SECRETARY
99	.	The Secretary shall be appointed by the Board for such term, at such remuneration
		and upon such conditions as it may think fit, and any Secretary so appointed may be
		removed by the Board.
100	.	A provision of the Actor of these Articles requiring or authorizing a thing to be done
		by or to a Director and the Secretary shall not be satisfied by its being done by or to
the same person acting both as Director and as, or in place of, the Secretary.
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		PENSIONS AND ALLOWANCES
101	.	The Board may grant retiring pensions or annuities or other allowances, including
		allowances on death, to any person or to the widow or dependants of any person in
		respect of services rendered by him to the Company as Managing Director,
		Assistant Managing Director, or in any other executive office or employment under
		the Company or indirectly as an executive officer or employee of any subsidiary
		company of the Company or of its holding company (if any), notwithstanding that
		he may be or may have been a Director of the Company and may make payments
		towards insurances or trusts for such purposes in respect of any such person and
		may include rights in respect of such pensions, annuities and allowances in the
		terms ofengagement of any such person.
		THE SEAL
102	.	The Board shall provide for the safe custody of the Seal, which shall not be affixed
		to any instrument except in the presence of at least two Directors or at least one
		Director and the Secretary and such Directors or Director and Secretary shall sign
		every instrument to which the Seal is so affixed in their presence. All forms of
		certificate for shares, stock or debentures or representing any other form of security
		(other than letters of allotment, scrip certificates and other like documents) shall be
		issued under the Seal and bear the autographic signatures of one or more Directors
		and the Secretary: Provided that the Directors may resolve that some method of
		mechanical signature which is controlled by the Auditors, Transfer Auditors or
		Bankers of the Company be adopted, in which case any such certificate may bear
		the mechanical ins-d of the autographic signature of a Director.
		AUTHENTICATION OF DOCUMENTS
103	.	Any Director or the Secretary or any person appointed by the Board for the purpose
		shall have power to authenticate any documents affecting the Company (except the
		Memorandum and Articles of Association which must be authenticated by the
		Registrar of Companies) and any resolutions passed by the Board, and any books,
4\

		records, documents and accounts relating to the business of the Company and to
		certify copies thereof or extracts there from as true copies or extracts and where any
		books, records, documents or accounts are elsewhere than at the Office, the local
		manager or other officer of the Company having the custody thereof shall be
		deemed to be a person appointed by the Board as aforesaid.
104	.	The Company in General Meeting may from time to time increase or reduce the
		number of Directors.
105	.	Without prejudice to the power of the Company in General Meeting in pursuance of
		any of the provisions of these Articles to appoint any person to be a Director, the
		Board shall have power at any time and from time to time to appoint any person to
		be a Director, eWIer to fill a casual vacancy or as an addition to the existing Board,
		but so that the total number of Directors shall not at any time exceed the maximum
		number fixed by or in accordance with these Articles. Any Director so appointed
		shall hold office only until the next following Annual General Meeting and shall
		then be eligible for re-election.
106	.	The Company may by special resolution, or hy ordinary resolution of which twenty-
		eight days' notice has been given in accordance with Article 53 remove any Director
		before the expiration of his period of office (but so that such removal shall be
		without prejudice to any claim such Director may have for breach of any contract of
		service between him and the Company) and may by an ordinary resolution appoint
		another person in his stead. The person so appointed shall be subject to retirement
		at the time as if he had become a Director on the day on which. the Director in
		whose place he is appointed was last elected a Director.
		PROCEEDINGS OF BOARD
107	.	Save as provided for in these Articles or the Act, the Board may meet together for
		the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
		Questions arising at any meeting shall be determined by a majority of votes. In case
		of an equality of votes the Chairman shall have a second or casting vote. The
42

i

	chainnan and Secretary on the requisition of a Director shall at any time summon a
	Board meeting.
108	Ordinary Board meetings shall he held at least two times a year. Extraordinary
	Board Meetings can be called at any time by the Chairman or any three Directors.
109	lfthe quorum of3 Directors is not attained at the meeting, a second meeting shall be
	held within four business days from the date of the first meeting. Upon the
	reconvening of the meeting, the Directors present shall constitute the required
	quorum provided that the agenda at the reconvened meeting shall be the sarne as the
	agenda for the first meeting.
110	The continuing Directors may act notwithstanding any vacancy but if and so long as
	their number be reduced below the minimum number fh<ed by or in accordance with
	these Articles the continuing Directors may act for the purpose of filling up
	vacancies in their body or of summoning general meetings of the Company but not
	for any other purpose, and may act for either of the purposes aforesaid whether or
	not their number be reduced below the number fixed by or in accordance with these
	Articles as the quorum.
111	If at any meeting the Chairman be not present within half an hour after the time
	appointed for holding the same the Directors present may choose one of their
	number to be Chainnan of the meeting.

112	(a)	A meeting of the Board at which a quorum is present shall be competent to
		exercise all powers and discretions for the time being exercisable by the
		Board.
	(b)	Provided that the requisite notices are served upon the Directors and subject
		to tbe consent of a majority of such Directors, the Directors may conduct their
		meeting on telephone or through video and all meetings so conducted shall be
		deemed to have the same status as meetings at which the Directors have
		physically convened.

43

(c)	The secretary shall give each Director a written notice (by registered mail (or
	airmail if the Director resides outside Tanzania and fax) of any Board
	meeting. The notice shall provide the agenda, the time and place of the
	meeting. The notice shall also contain an agenda, background information
	and all necessary support documentation in relation to all major proposals to
	be made at the meeting.
(d)	The period betwecn the issue of the notice and the date of the meeting shall
	be at least 20 days for ordinary meetings and at least 15 days for
	extraordinary meetings. Every Director shall receive support documentation
	and background information at least five business days prior to a meeting.
(e)	The notice requirements set out above may be waived by a unanimous
	resolution ofthe Directors.

113	No resolution shall be passed by the Board in respect of the following matters if
	Directors representing members holding 25% of the issued shares in the Company
	vote against the resolution:
	(a)	any borrowing which exceeds half of the net asset value of the
		Company as per the most recent audited financial statements of the
		Company and the creation of any lien or mortgage on the assets of the
		Company relating to such borrowing;
	(c)	the issue of any authorised ordinary shares or the creation of any new
		ordinary shares with the same rights and conditions as the existing ordinary
		shares, alteration of the rights attaching to any class of shares, consolidation,
		subdivision or conversion or alteration of any of the Company's share
		capital, the issue of any security convertible into shares or debentures, or
		share warrants or options in respect of shares or additional shares by the
		Company;
44

(d)	the entering by the Company into any contract or transaction with	an
	affiliate (other than on arms' length terms) relating to capital expenditure
	investments which exceed US$ 200,000;
(e)	the issue of any guarantee or indemnity or provision of any credit other than
	in the ordinary course of business.
(t)	doing or permitting to be done any act or thing resulting in the direct
	voluntary winding up of the Company;
(g)	any abandonment or other significant change of the Company's main
	activities which in either case constitute a material part of the Company's
	business except where such abandonment or change is intended to advance
	the development or expansion of the Business.

114	.	The Board may delegate any of its powers (other than the power conferred by this
		Article) to a committee or committees, whether consisting of a member or members
		of its body or not, as it thinks fit. Any committee so formed shall, in the exercise of
		the powers so delegated, conform to any regulations that may be imposed on it by
		the Board.
115	.	The meeting and proceedings of any committee consisting of two or more members
		shall be governed by the provisions herein contained for regulating the meetings and
		proceedings of the Board so far as the same are applicable and are not superseded
		by any regulations imposed by the Board under the last preceding Article.
116	.	A resolution in writing signed by the majority of Directors entitled to receive notice
		of a meeting of the Board or passed by the majority of members of a committee or
		by teleconferencing by phone by a number thereof constituting a quorum, shall be
		as valid and effectual as a resolution passed at a meeting of the Board or, as the case
		may be, of such committee duly called and constituted. Any such written resolution
		may be contained in one document or in several documents in like form each signed
by one or more of such Directors or members of the committee concerned.
4S

117	.	Every act done by any Board or committee or by any person acting as a Director or
		member of such committee, notwithstanding it be afterwards discovered that there
		was some defect in the appointment of such Board or committee or of any person
		acting as aforesaid or that they or any of them were disqualified or had vacated
		office, shall be as valid as if every such Board or committee or person had been duly
		appointed and was qualified and had continued in office down to the time of
		performance of such act.
		DIVIDENDS
118		The Company in General Meeting may from time to time declare dividends to be
		paid to the Members according to their rights and interests in the profits, but no
		dividend shall be declared in excess of the amount recommended by the Board.
119	.	All dividends shall be declared and paid according to the amounts paid up on the
		shares in respect whereof the dividend is paid, but no amount paid up on a share in
		advance of calls shall be treated for the purposes of this Article as paid up on the
		share. All dividends shall be apportioned and paid pro rata according to the
		amounts paid up on the shares during any portion or portions of the period in respect
		of which the dividend is paid; but if any share be issued on terms providing that it
		shall rank for dividend as from a particular date such share shall rank for dividend
		accordingly.
120	.	The Board may from time to time pay to the Members such interim dividends as
		appears to the Board to be justified by the position ofthe Company; the Board may
		also pay the fixed dividend payable on any preference shares of the Company half-
		yearly or otherwise on fixed dates, whenever such position, in the opinion of the
		Board, justifies that course.
121	.	The Board may deduct from any dividend or bonus payable to any Member all sums
		of money (if any) presently payable by him to the Company on account of calls.
46

122	.	No dividend shall bear interest against the Company.
123	.	Any dividend, interest or other sum payable in cash to the holder of shares may be
		paid by cheque addressed to the holder at his registered address or, in the case of
		joint holders, addressed at his registered address to the holder whose name stands
		first on the Register in respect of the shares or by telegraphic transfer. Every such
		cheque or telegraphic transfer shall, unless the holder otherwise directs, be made
		payable to the order of the registered holder or, in the case of joint holders, to the
		order of the holder whose name stands first on the Register in respect of such
		shares, and shall be sent at his or their risk. Anyone of two or more joint holders
		may give effectual receipts for any dividends or other moneys payable in respect of
		the shares held by such joint holders.
124	.	Any general meeting declaring a dividend may, upon the recommendation of the
		Board, direct payment or satisfaction of such dividend Wholly or in part by the
		distribution of specific assets, and in particular of paid-up shares or debentures of
		any other company, and the Board shall give effect to such direction, and where any
		difficulty arises in regards to such distribution the Board may settle it as it thinks
		expedient, and in particular may fix the value for distribution of any such specific
		assets and may detennine that cash payments shall be made to any Members upon
the footing of the value so fixed in order to secure equality of distribution.
		RESERVES
125	.	The Board may before recommending any dividend set aside out of the profits of
		the Company such sums as it thinks proper as reserves which shall, at the discretion
		of the Board, be applicable for any purpose to which the profits of the Company
		may be properly applied and pending snch application may, at the like discretion,
		either be employed in the business of the Company or be invested in such
		investments (other than shares of the Company or its holding company, if any) as
		the Board may from time to time think fit. The Board may also without placing the
		same to reserve carry forward any profits that it may think prudent not to divide.
47

126	.	The Board shall transfer to share premium account sums equal to the amount or
		value of any premiums at which shares of the Company may be issued, and the
		provisions of these Articles relating to reserves shall be applicable to the sums for
		the time being standing to the credit ofshare premium account.

		CAPlTALISATION OF PROFITS
127	.	The Company in General Meeting may upon the recommendation of the Board, at
		any time and from time to time, pass a resolution to the effect that it is desirable to
		capitalise any part of the amounts for the time being standing to the credit of any of
		the Company's reserves or to the credit of the profit and loss account or otherwise
		available for distribution and not required for the payment of the fixed dividends on
		any preference shares of the Company and accordingly	that such sum be set free
		for distribution among the Members or any class of Members who would be entitled
		to such profits if distributed by way of dividend and in the same proportions, on the
		footing that the same be not paid in cash but be applied either in or towards paying
		up the amounts for the time being unpaid on any shares in the Company held by
		such Members respectively or in payment up in full of unissued shares, debentures
		or other obligations of the Company, to be allotted and distributed credited as fully
		paid up among such Members or partly in one way and partly in the other, and the
		Board shall give effect to such resolution. Provided that a share premium account
		and a capital redemption reserve may, for the purposes of this Article, only be
		applied in the paying up of unissued shares to be issued to Members of the
		Company as fully paid bonus shares.

128	.	Where any difficulty arises in regard to any distribution under the last preceding
		Article the Board may settle the same as it thinks expedient and in particular may
		issue fractional certificates or may ignore fractions altogether, and may determine
		that cash payments shall be made to any Members in order to adjust the rights of all
		parties, as may seem expedient to the Board. The Board may appoint any person to
		sign on behalf of the persons entitled to participate in the distribution any contract
		requisite or convenient for giving effect thereto and such appointment shall be
		effective and binding upon the Members.
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ACCOUNTS

129. The Board shall cause true accounts to be kept of:

(a)	the sums of money received and expended by the Company and the mailers in respect of which such receipt and expenditure take place; and
(b)	all sales and purchases of goods by the Company; and
(c)	the assets and liabilities of the Company.

130.	The books of account shall be kept at the Office or at such other place or places as the Board may think fit and shall always be open to the inspection of the Directors.
	Members (other than a Director) shall have any right of inspecting any account or book or document of the Company.
131.	The Board shall from time to time, in accordance with section 151 of the Act, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, and reports as are referred to in that section.
132.	A copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting and of the Directors' and Auditors' reports shall, not less than twenty-one days before the date of the meeting, be sent to every Member and to every holder of debentures of the Company and copies of each of these documents shall at the same time be forwarded to all persons entitled to receive notices of General Meetings of the Company: Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures,
	49

		AUDIT
135	.	Auditors shall be appointed and their duties regulated in accordance with sections
		170 to 179 of the Act.
		NOTICES
136	.	Any notice or other document may be served by the Company on any Member
		either personally or by sending it through the post in a prepaid letter or by telex or
		telecopier addressed to such Member at his registered address as appearing the
		Company's Register or in any Branch Register. In the case of joint holders of a
		share, all notices shall be given to that one of the joint holders whose name stands
		first in the Register or Branch Register, and notice so given shall be sufficient notice
		to all the joint holders.
137	.	Any Member who is not registered in a Branch Register and who is described in the
		Company's Register by an address not within Tanzania who shall, from time to
		time, give to the Company an address within Tanzania at which notices may be
		served upon him and shall be entitled to have notices served upon him at such
		address, but save as aforesaid no Member other than a Member described in the
		Register by an address within Tanzania or registered in a Branch Register shall be
		entitled to receive any notice from the Company: Provided that any notice which is
		sent by post to a Member registered in a Branch Register shall not be deemed to
		have been duly served in pursuance of this Article unless it shall have been posted
		in the country in which such Branch Register is established.
138	.	Any notice or other document, if served by post, telex or telecopier shall be deemed
		to have been served at the time when the same was put into the post office, or
		transmitted by telex or telecopier and in proving such service shall be sufficient to
		prove that the notice or document was properly addressed, stamped and put into the
		post office or if by telex or telecopier was actually transmitted.

50

139	.	Any notice or other document delivered or sent by post to or left at the registered
		address of any Member in pursuance of these presents shall, notwithstanding that
		such member be then dead or bankrupt, and whether or not the Company has notice
		of his death or bankruptcy, be dcemed to have been duly served in respect of any
		share registered in the namc of such Member as sole or joint holder unless his name
		shall at the time of the service of the notice or document, have been removed from
		the Company's Register or Branch Register as the holder of the share, and such
		service shall for all purposes be deemed a sufficient service of such notice or
		document on all persons interested (whether jointly with or as claiming tbrough or
		under him) in the share.
140	.	Save as hereinbefore provided, notice ofevery General Meeting shall be given to
		every Member of tbe Company and to every Director.
		WINDlNG-UP
141	.	With the sanction of an extraordinary resolution of Members, any part of the assets
		of the Company, including any shares in or securities of other companies, may be
		divided among the Members of the Company in specie or may be vested in trustees
		for the benefit of such Members, and in liquidation of the Company may be closed
		and the Company dissolved, but, so that no Member shall be compelled to accept
		any shares whereon there is any liability.
		INDEMNITY
142	.	Subject to the requirements of section 214 of the Act every Director, Managing
		Director, Manager, Officer of the Company shall be indemnified out of the funds of
		the Company against all losses or liabilities incurred by him as such Director,
		Managing Director, Manager, Officer or [Auditor] in or ahout the execution of his
		duties and no Director or other officer shall be liable for any loss which may be
		incnrred by the Company in execntion or in which he is acquitted or in connection

51

143.      with any application under section 481 of the Act which relief is granted to him by the court.  

Name, Address and description of	Number of
Subscribers	Sbares taken
	byeacb
	Subscriber
Abmed Abubakar Magoma
8th Floor, suite 805
Samora Avenue
P.O. Box 80079
Dar es Salaam
Henry Sato Massaba
Plot No. B 46/ 412
Kijitonyama
P.O. Box 7566
Dar es Salaam

Dated this day of --', 2009

Witness to the above signatures:

Name: Signature: Address:

Qualification:

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