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THE REPUBLIC OF UGANDA

THE COMPANIES ACT NO.1 (2012)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Seeta Grain Millers (U) LTD

1. The name of the Company:  seeta grain millers (u) ltd
2. The registered office of the Company shall be situated in the Republic of Uganda.
3. The objectives for which the company is incorporated are

Objectives

1. To fully own and manage the grinding mill business operations.
2. To buy, sell, supply, store, stock, maintain, or otherwise deal in all kinds and varieties of maize grinding business.
3. To be responsible for all capital investments, equipment, maintenance, licensing, and staffing.
4. To ensure compliance with all local regulations and business laws.
5. To supply maize flour to schools, retail business, private individuals, hospitals, government agencies, international organizations, like world food program and carry out any business related to supply and sell of maize floor.
6. To purchase maize from farmers in any part of the country at any time in line with the business laws of Uganda.
7. To purchase millet from farmers and also sell millet both locally and internationally, to private individuals, retail shops, government, humanitarian and any other organization that is legally with in the laws of Uganda.
8. To deal in the business of purchasing, importing and exporting rice from farmers across Uganda, and export it both with in the regional countries and other countries across the world.
9. To deal in the business of purchase including import and selling including exporting any grain including , ground nuts, barley, wheat, peas, pigeon peas, soya beans and any related products for both human, poultry and animal feeds.

1. To sell maize seedlings to farmers across Uganda and also supply to neighboring countries if there is need in line with the international and local laws.
2. To carry on the business of selling maize bran for chicken feeds to farmers both in Uganda and outside countries.
3. To carry on the business of selling maize products both in retail and wholesale to private individuals, government agencies, international organizations both in Uganda and other countries.
4. To pack millet flour and sell to retail, and wholesale business organizations and to import and export millet related products for both human, animal and poultry consumption.
5. To deal in the business of packing millet, rice and maize products for baby consumption in line with nutrition guidelines and international standards.
6. To provide affordable, timely, and reliable grain milling services.
7. To promote food processing and local economic development.
8. To build partnerships (if applicable) that enhances operational efficiency and community engagement.
9. To found, acquire, take over establish, construct, erect, maintain, run, manage, develop, own, acquire, purchase, undertake, improve, equip, promote, initiate, encourage, subsidies and organize Grain milling business operations.

1. To own a transportation van to ensure the smooth operations of grain milling business, the transportation will specifically enable the transportation of both grain flour (maize and millet).

1. To carry on the business of buyers, sellers, traders, importers, exporters, manufacturers, processors, commission agents, distributors, dealers and representatives in any legal form for all kinds of fruits, food and beverages including but not limited to fruits, vegetables, confectionery, infant nutrition, clinical nutrition, performance nutrition, cereals, coffee, tea, wheat, flour, food grains, pulses, cereals, rice, spices, sugar, sugar products, vegetable ghee, edible oil, cooking oil, mineral oil, cocoa based and other food products.

1. To establish an industrial unit for manufacturing of fruits, food and beverages and to do all such things as are incidental or conducive to the attainment of the object of the establishment and operation of such industrial unit.

1. To undertake the business of production, purchasing, packaging, importing and exporting, storing, transporting, distributing, stocking and movement of food grains, cereals, maize, rice, millet, sorghum, peas, ground nuts, and other food stuffs in Uganda and elsewhere.

1. To plan, formulate and set up mills or assist in the setting up of grain mills such as maize mills, rice mills, flour mills and other undertaking for the processing manufacturing food grains and other food stuffs.
2. To carry on the business of milling of grains by taking on lease, hiring, purchasing, erecting, or otherwise acquiring rice mills, husking mills, grinding mills, cleaning, grading, polishing of all kinds of pulses, rice, spices, and other food grains and cereals in any or all its branches as would be required for effective discharge of these objects.

1. To promote, improve, develop and advice on all phases of food purchases, storage, processing, movement, distribution and to provide resources and assistance of all kinds financial, technical and managerial to all concerned in connection therewith.

1. To act as the agents of the Government of Uganda in the matter of procurement and distribution both wholesale and retail of food grains and food stuffs.

Agriculture, Agro-business & Agricultural produce

1. To carry on the business of farming, production, commercial agriculture, Agro-based Industries, dairy farming, ranching, poultry farming, fish farming, bee keeping, floriculture, rearing of various types of domestic animals, producing and dealing in agricultural products including food grains, cash, crops, oil, seeds, fruits, vines, vegetables, flowers, tea, coffee, cinchona, cotton, rubber, and the business of dairy farming including making of condensed and powdered milk, cream, cheese, butter and  other milk products and the business of livestock breeding and processing and canning of food, harvesting, procurement, grading, pooling, handling, marketing, agriculture and horticulture in all their respective farms and branches and to grow, produce, manufacture, process, prepare, refine, extract, manipulate, hydrolyze, deodorize, grind, bleach, hydrogenate buy, sell or otherwise deal in all kinds of agricultural, horticultural and farm produce and products including seeds, plants, flowers, vegetables, fruits and preparation of any nature or description.

1. To buy, sell, import and export of agricultural produce, produce, manufacture, bake or otherwise deal in foods stuff and food products, biscuits, bread, cakes, meat pies, groceries, fruits, confectionery, catering in general and all other related goods.

1. To purchase, sell, import export, distribute, supply, trade in crops, fertilizers, fruits, vegetables and to deal in all types of agricultural products, any other natural growth and their products and by products including but not limited to seeds, pesticides, fertilizers.

1. To carry on the business of buyers, sellers, traders, importers, exporters, manufacturers, processors, commission agents, distributors, dealers and representatives in any legal form for all kinds of agrifood and beverages including but not limited to fruits, vegetables, confectionery, infant nutrition, cereals, coffee, tea, wheat, flour, food grains, pulses, cereals, rice, spices, sugar, sugar products, vegetable ghee, edible oil, cooking oil, mineral oil, cocoa based and other food products.

Transport business

1. To carry on and undertake transport business of all sort and act as transporters of passengers and their cargo to their final destinations, Town transport services, transport services to passengers travelling to and from Airport, and to act as general sales agent of airlines, shipping lines and of transporters and carriers by land and to act as travel agents, tour operators, clearing and forwarding agents and transporters and carriers by sea, land or air.

1. To carry on the business of running and owning motor lorries, motor taxies, motor omnibuses tank, Lorries Coaches, Tankers, Tractors, Combines, Jeeps, Trailers, Trolleys for hire, and conveyances of all kinds and on such lines and routes as the Company may think fit and to transport passengers and goods and generally to do the business of common carriers.

1. To carry on the business of domestic and international freight forwarding & courier services and to carry out all the ancillary activities connected therewith including carriage by air, land and sea and rapid desk to desk delivery of all types of carriage-able goods, door to door delivery of dutiable and non-dutiable commercial value shipments, complete handling of all documentation and different types of goods, freight, loading, unloading, clearing, storing and forwarding of goods, pickup and delivery of carriage-able goods, including providing of full air, sea and land cargo service, and warehousing facilities for the said purpose.

Procurement, Clearing, Forwarding, Logistics & Supply

1. To carry on the business of logistics, distribution and supply of goods, procurement of goods and services, of storage, warehousing, transportation and handling of all kinds of cargo, whether containerized or not, from any port station to any container freight station or to any inland container depot and freight carriers, transportation of goods, animals or passengers from place to place either by land or by air, sea or partly by sea and partly by land or air, whether by means of motor vehicles and/or aero planes or other means of transport, to establish and to construct and operate container freight stations, inland container depots, and allied activities and operate railway sidings and to own, lease, use container and deploy the containers in the business of international freight forwarding by means of road, sea, transport and multimodal transport, and to carry on the business of clearing & shipping agent, hires, fleet owners of trucks, trailers, cranes bulldozers and all types of earth moving equipments and machines.

1. To engage in dealership distribution involving the supply of imported goods and services and to further engage in the import and export of goods and services.

Consultancy services

1. To provide consultancy services relating to business management, development, accounting, financial management, financial monitoring and other general provision of accounting related services including bookkeeping, payroll management, business support and outsourcing, business start-up support services, preparation of management accounts and reviews, studies, and tax support services.

1. To carry on the business of advisers and consultants with the aim of providing clients with the services and skills of maintaining judicious business relationships including training on the mode of entering into and exiting from business relationships as well as the recovery of mismanaged business transactions.

1. To carry on the business of research, opinion polls and market research for companies and private individuals.

1. To carry out feasibility studies, preparation of project write-ups, business plans, business appraisals, project evaluation and management and risk assessment for both new and existing business businesses for their own internal use or external use or external use.

Ancillary Objectives

1. To give guarantee and/or become sureties for any person or persons, firm or firms, corporation or corporations whether incorporated for moneys raised and or firm or corporation or for any persons or firm corporation for any purpose whatsoever for any performance, discharge and fulfillment of such obligations and guarantees.

1. To develop the resources of the same property by building, reclaiming, clearing, draining and otherwise improving, farming and planting, on any terms of system that may be considered advisable.

1. To ensure the company be registered or recognized in any other territory, colony, and place and in any foreign country or place.

1. To purchase or otherwise acquire real and personal estates for the objectives and purposes of the company and to sell, lease, exchange, mortgage proprietors deal with all or any of the real and personal property of the company.

1. To do all such other things as may be deemed incidental or conducive to the attainment of the above objectives or any of them. And it is hereby declared that the word company in the clause shall be deemed to include any partnership or other body or persons whether incorporated or not incorporated and whether domiciled in Uganda or elsewhere, and the intention clause shall, except where otherwise expressly stated in such paragraph, be independent of a main objective and shall be in no way limited by any other paragraph.

AND IT IS HEREBY DECLARED that the word “Company” in this clause be deemed to include any partnership or to the body of persons whether incorporated or not incorporated and whether domicile in Uganda or elsewhere and the intention is that objects specified in each paragraph be in no way limited or restricted by reference from the forms of any paragraph or name of the company.

4. THE LIABILITY OF THE SOLE MEMBER IS LIMITED
5. The share capital of the company is Shs 100,000,000/=(one hundred Million shillings only) divided into 100 ordinary shares of 100,000/= each with power and for the company to increase or reduce the said capital to issue any part of its original capital or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare, every issue of shares whether declared to be preference or otherwise shall be subject to the power hereinafter contained.

I the persons whose names, addresses and descriptions are hereunto subscribed are desirous of being formed into accompany in pursuance of this   Memorandum of Association and I agree to take the number of shares in the capital set opposite my names.

Dated at Kampala this                        day of                                     2025

WITNESS TO THE ABOVE SIGNATURES:

Name in Full:                                                                         

Signature:                                                                               

Address:                                                                                 

Occupation:                                                                            

THE REPUBLIC OF UGANDA

THE COMPANIES ACT CAP 1/2012

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

SEETA GRAIN MILLERS LTD (U)

The company is a PRIVATE Company and accordingly:-

1. The right to transfer shares is restricted in the manner hereinafter prescribed.
2. Words importing the singular number only shall include the plural number, and vice versa.
3. The company shall not have power to issue share warrant to bearer.

                           PRELIMINARY

1. The regulations contained in Table “B” of the first schedule to the Companies Act, shall apply to the Company in so far as they applicable to a private Company subject to the modifications and special provisions herein contained.

2. In these Articles if not consistent with the subject or subjects the words standing in the first column for the following table shall bear the meaning set opposite them respectively in the second column.

WORDS                                 MEANINGS

The Company                         This Company: SEETA GRAIN MILLERS LTD(U)

The Act                                   This Companies Act Cap 1/2012

These Articles                         These Articles of Association as originally

Formed or as from Time to time altered by special resolution.

The office                                The registered office for the time being of the Company.

Paid                                           Paid or Credited as paid.

The Register                            The Register of members of the company required to be Kept by Section 114 of the act.

The seal                                     The common seal of the company.

The Secretary                          Any person appointed to perform the duties of the Secretary of the company.

Except as aforesaid any words or expressions defined in the statutes shall bear the same meaning in the articles.

1. Any branch or kind of business which the company is either expressly or by implication authorized to undertake may be undertaken by the Directors at such time or times as they shall think fit and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually fit expedient not to commence or proceed with such branch kind of business.
2. The office shall be at such places in Uganda as the Directors shall from time to time appoint.

TRANSFER AND TRANSMISSION OF SHARES

1. Any party to this agreement proposing to transfer any shares shall give notice in writing to the other parties. The transfer notice shall specify the number of shares the transfer proposes to transfer. The initial parties to this agreement shall have priority over any other party to purchase such shares.

1. Subject to such restrictions of these articles as may be applicable any member may transfer all or any of his or her shares by instrument in writing in any usual or common form or any other form which the Directors may approve.
2. The Directors may decline to register the transfer of a share not being fully paid to a person of whom they shall not approve and may also decline to register the transfer, 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 actions.
3. The Director may also decline to authorize any instruction to transfer unless:
4. A fee such as the Directors may from time to time require is paid to the company in respect thereof.
5. The instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the   transfer of to make the transfer.
6. The transfer is first given to the initial shareholders of the company an option to purchase the share in respect of which the transfer is made.
7. If the Directors refuse to register the transfer they shall within two months after the date on which the transfer was lodged with the company send to the transferee notice of the refusal.
8. 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.
9. 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 destroying any instrument affecting the title to any share.
10. This business is owned 100% by the proprietor, who has full responsibility and authority over the operations, assets, liabilities, and decision-making of the business.
11. In the case of death of a member, of survivor or survivors if the deceased was joint holder and the legal personal shall be the only person recognized by the company as having any title to his or her interest in the share but nothing it contained, shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by the holder or other persons.

CONVERSION OF SHARES INTO STOCK

1. The company may by ordinary resolution convert any paid up shares into stock and reconvert any stock into paid up shares of any denomination.

1. The holders of stock may transfer the same or any part of it in the same manner and subject to the same regulations, and subject to which the shares from which the stock arose might previous to conversion have been transferred or a near to as circumstances admit and the Directors may from time to time fix the minimum amount of stock transferable except that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
2. The holders of stock shall according to the amount of stock held by them have the same rights, privileges and advantages as regards dividend, voting at meeting of the company and other matters as if they held the shares from which the stock arose but no such privileges or advantage (except participation in the dividends and profits of the company and the assets on a winding up) shall be conferred by an amount of stock which would not if existing in shares have conferred that privilege or advantage.
3. The articles of the company as are applicable to paid-up shares shall apply to stock and the words shares and shareholders therein shall include stock and stockholder.

INCREASE OF CAPITAL

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

1. The company may by ordinary resolution before the issue of any new shares determine that the same or any of them shall be offered in the first instance and either at par or at premium to all the existing holders  of any class of shares in proportion as nearly as may be to the amount of the capital held by them respectively or make any other provisions as to the issue of the 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.
2. Except so far as otherwise provided by the conditions of issue or by these articles any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions contained in reference to the payment of calls and installments, transfer and transmission, forfeiture lieu surrender and otherwise, unless otherwise provided in accordance with those articles, the new share shall be ordinary shares.
3. The company may from time to time by ordinary resolution;

1. Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares subdivide its shares or any of them into shares or small amounts than is fixed by its Memorandum of Association subject to the provisions of Section 63 (1) (d) of the Act and so that the resolution whereby any shares.

1. Subdivided may determine that as between the resulting shares one or

other of such shares may be given any preference or advantage as regards divided capital, voting or otherwise over the other or any of such shares; or

1. Cancel any shares, which at the date of passing of the resolution have not been taken agreed to be taken by any person and diminish the amount of so cancelled.

FORFEITURE OF SHARES

1. If a member fails to pay any call or installment of a call on the day specified 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 him to pay so much of the call or installment as remains unpaid.
2. The notice shall name a further day (not being less than fifteen days from the date the notice is served on the defaulting member) on or before which the payment required by the notice is to be made at the office and shall state that in the event of non-payment at or before the time appointed the share in respect of which such call was made or installment is payable will be liable to forfeited. The board may accept the surrender of any share liable to be forfeited hereunder and in such case reference herein to forfeiture shall include surrender.
3. If the defaulting member does not comply with the requirements of such notice as aforesaid any share in respect of which such notice has been given may at any time thereafter before payment of all calls or installments in respect thereof has been made be forfeiture shall include all dividends declared in respect of the shares forfeited and not actually paid before the forfeiture.
4. When any share has been forfeited, notice of the forfeiture shall forthwith be given to the holder of the shares or the person entitled to the share by reason of the death or bankruptcy of the holder as the case may be, but no forfeiture shall be invalidated by reason of any omission or neglect to give such notice as aforesaid.
5. No forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of to any person and on such terms or conditions as the board shall think fit, but so that at any time before such sale or other disposal the forfeiture may at the discretion of the board be cancelled on such terms or conditions as the board may deem fit.
6. No forfeited share shall be sold or otherwise disposed of to any person who is not a member of the company so long as any member is willing to purchase the same at its fair value.  The procedure hereinbefore laid down for the ascertaining of fair value of a share and the finding of a purchasing member shall as much as reasonably applicable be followed in respect of a forfeited share but so that the board shall act as the transferor of the forfeited share and the member whose share is forfeited shall not be permitted to purchase the same.
7. A member whose share has been forfeited shall cease to be a member in respect of the forfeited share shall notwithstanding the forfeiture remain liable to pay to the company all monies which at the time of the forfeiture were payable by him to the company in respect of the shares with interest thereon at such rate not exceeding ten per centum per annum from  the date of forfeiture but his liability shall cease if and when the company shall have receive payment in full of all such monies in respect of the share.
8. A statutory declaration in writing that the declarant is a director or secretary of the company and that a share has been forfeited on the 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 consideration (if any) given the share on any sale or other disposition thereof and may execute a transfer of the share in favor 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 or other consideration (if any) not shall his title to the shares be affected by person of any irregularity or invalidity in the proceedings in reference to the forfeiture sale or disposal of the share.

ALTERATION OF CAPITAL

1. The company may from time to time by ordinary resolution;-

1. Consolidate and divide all or any of its share capital into shares of large amount than its existing Shares; or

1. Subdivide its shares or any of them into shares of smaller amounts than is fixed by its Memorandum of Association subject nevertheless to the provisions of section 63 (I) (d) of the Act and so that the resolution whereby any shares are subdivided may determine that as between the resulting shares one or other of such shares may be given any preference of advantage as regards divided capital, voting or otherwise over the others of any other of such shares; or

1. 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 the share capital by the amount of the shares so cancelled.

GENERAL MEETINGS

1. The company shall in such year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one annual general meeting within eighteen months of its incorporation it need not hold it in the year of its corporation in the following year. The annual general meeting shall be held at such time and place as the Directors shall appoint.
2. All general Meetings other than Annual Meetings shall be called Extraordinary General Meetings.
3. The Directors may whenever they think fit convene an extraordinary general meeting. Meetings shall also be convened on such requisition 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.
4. The company shall promptly comply with the provision of section 140 of the Act as to giving notice of resolutions and circulating statement of the requisition of Members.           

NOTICE OF GENERAL MEETING

1. General Meetings shall be called by 21 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 notices from the company and to the Auditors provided that meetings of the company shall notwithstanding that it is called by shorter notice than specified in this article be deemed to have been duly called if it so agreed;.

1. In the case of meetings called as the annual general meetings shall be attended by all the members entitled to attend and note thereat
2. In the case of any other meetings by a majority in number of the

Members having a right to attend and vote at the meetings being majority together Holding not less than 95percent in nominal value of the shares giving that right.

PROCEEDINGS AT GENERAL MEETINGS

1. All businesses shall be deemed special which is transacted at an extraordinary general meeting and also all businesses which are transacted at an annual general meeting with the exception of declaring a dividend, the consideration of Directors, and Auditors, the election of Directors in place of those retiring and the appointment and the fixing of the remuneration of the Directors.
2. No business shall be transacted at any general meeting unless a quorum of members present at the time when the meeting proceeds to business; except as otherwise provided four members present in person shall be a quorum.
3. If within half-an-hour from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved; In any of case it shall stand adjourned to the same day in the next week at the same time and place to such other day and if at the adjourned meeting a quorum is not present within half-an-hour from the time appointed for the meeting the members present shall be a quorum.
4. The Chairperson of the board of Directors shall preside at every general meeting of the Company and or if the Chairperson is not present fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their members to be the Chairperson of the meeting.
5. If at any meeting no Director is willing to act as Chairperson or no Director is present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their members to be the Chairperson of the meeting.
6. When a meeting is adjourned for fourteen days or more, seven clear days notice at the lapse of the adjourned meeting shall be given an original meeting but it shall not be necessary to be transacted an adjourned meeting except as aforesaid it shall not be necessary to specify in giving notice of an adjournment or of the business to be transacted at an adjourned meeting.
7. 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-

1. By any members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
2. By a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate has been paid up shares equal to not less than one tenth of the total sum paid upon all the shares conferring that right.

1. Unless a poll be so demanded a declaration by the chairperson of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect.

VOTES OF MEMBERS

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

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

DIRECTORS

1. Unless and until resolved by the company in a general meeting, the minimum number of Directors shall be two and the maximum seven.

1. The remuneration of Directors shall from time to time be determined by the company in the general meeting. Such remuneration shall be deemed to accrue from day to day. The Directors expenses properly incurred by the attending and returning from meeting of the company in connection with the business of the company shall be borne by the company.
2. 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 outside the scope of the ordinary duties of a Director may be paid such extra remuneration by way of salary percentage of profits or otherwise as the Directors may determine.

BORROWING POWERS

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

POWERS OF DIRECTORS

1. The business of the company shall be managed by the Directors who may pay all the expenses incurred in promoting and registering the company and may exercise all such Articles required to be exercised by the company in general meeting subject nevertheless to any regulations not inconsistent with the a foresaid regulations or provisions as may be prescribed by the Act or actions of the Directors which would have been valid of those regulations has not been made.

1. The Directors may from time to time  and at any time by powers of Attorney appoint any company, firm or person or body of persons whether nominated directly or indirectly to be the attorney or Attorneys of the company for such discretion (not exceeding those vested in or exercisable by the Directors under these conditions as they think it any such powers of Attorney may contains such provision for the protection and convenience of persons dealing with such Attorney and may also authorize any such authorities and discretion  vested in him or her.

MANAGING DIRECTORS

1. The managing Director and Directors shall be responsible for the finance and management of the company. The company shall operate bank account in any bank decided upon by the Board of Directors and the Board shall also decide upon from time to time, the Secretary/Director should have the powers of co-signatory of such bank accounts. The Bankers shall be agreed upon by resolution of the members of the company, on such terms and conditions and with such restrictions as the exclusions of their own collaterally, the exclusion of their own powers and may from time to time be revoked, withdrawn, altered or vary all of such powers. The Directors shall from time to time appoint one of them to the office Managing Director of the company and whilst he or she holds such office that management and control of the company shall be vested in him or her.                               

ALTERNATE DIRECTORS

1. Each director shall have power from time to time to nominate another director or any person not being a director who has been approved for the purpose by a majority of the other directors to act as his alternate director and at his discretion to remove such alternate director.

1. An alternate director shall be subject in all respects to the terms and conditions existing in reference to the other directors (except as regards power to appoint an alternate director and remuneration) and shall be entitled to receive notices of all meetings of the board and to attend speak and vote at any such meeting at which his appointer is not present.
2. One person may act as alternate director to more than one director and while he is so acting shall be entitled to a separate vote for each director he is representing and he himself is a director his vote or votes as an alternate director shall be in addition to his own vote.
3. Any appointment or removal of an alternate director may be by telegram cable or cablegram or in any other manner approved by the board, but such telegram cable or cablegram shall be informed as soon as possible by letter but may be acted upon by the company meanwhile.
4. An alternate director shall cease to have power of authority to act as an alternate director if his appointer shall cease to be a director.

ROTATION OF DIRECTORS

1. Unless and until otherwise determined by the company in general meeting, regulation 89 to97 inclusive of Table “B” shall not apply to the company and in regulation 95 of Table the words “but shall not be taken into account in determining the directors who are to retire by rotation at such meeting” shall be omitted.

1. The company may from time to time by ordinary resolution increase or reduce the number of directors and shall at every annual general meeting re-elect the existing directors or any of them and/or any other person or persons to constitute the board of directors.                             

REMUNERATION OF DIRECTORS

1. Each director shall be entitled to such remuneration as the company may from time to time in general meeting determine. The directors shall also be entitled to be paid their reasonable travelling, hotel and incidental expenses of attending and returning from meeting of the Board, committee of company or otherwise incurred while engaged in the business of the company.
2. A director may hold any other office or place or profit under the company except that of auditor in conjunction with his office of director upon such terms as the board may be determined and may receive such remuneration therefore as the board may think fit in addition to any other remuneration.         

DISQUALIFICATION OF DIRECTORS

1. The office of directors shall be vacated if the holder;

1. Becomes bankrupt or insolvent or makes any arrangement or composition with any creditor.
2. Becomes prohibited from being a director under the provisions of section 189 of the Act; or.
3. becomes of unsound mind; or
4. Resigns his office by notice in writing to the company; or
5. Shall have been absent without permission of the board from six consecutive meetings of the board.

1. Unless otherwise determined by the company in general meeting a person under the age of twenty-one years may not be appointed to the office of director or to act as alternate director and a director shall be deemed to retire at the annual general meeting next following his attaining the age of seventy years.

SECRETARY

1. The secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may deem fit and any secretary so appointed may be removed by them. The provisions of section 17b to 170 of the Act shall be observed. Where there is no secretary capable of acting, the Directors may appoint one of the Directors an Assistant or Deputy Secretary or any other officer of the Company to perform the duties of a Secretary.

ACCOUNTS

1. The board shall cause proper books of accounts to be kept with respect to-

1. All sums of money received and expended by the company and the matter in respect of which the receipt and expenditure take place;

1. All sales and purchase of goods by the company, and

1. The asset and liabilities of the company

Proper books shall be deemed to be kept if such books of account are kept as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

1. The books of account shall be kept at the office or subject to section 147 (3) of the Act at such other places as the board may deem fit and shall always be open and accessible to the directors for inspection.

AUDIT

1. Auditors shall be appointed and their duties regulated in accordance with section 159 to 162 of the Act.

THE SEAL

1. The Directors shall provide for safe custody of the seal which shall only be used by the authority of Directors or a committee of the Directors authorized by the Directors in that behalf and every instruments to which the seal shall be affixed shall be signed by a Director and shall be countersigned by the secretary or by second Director or by some other person appointed by the Directors for that purpose.
2. All deeds executed on behalf of the company may be in such form and contain in such powers, provisions, conditions, covenants, clauses and agreements as the Directors may think fit and in addition to being sealed with the seal shall be designed by a Director and countersigned by the Secretary or a second Director.

NOTICES

1. A notice may be given by the company to any member whether personally or by sending it by post to him or her at his registered address or to the address if any, within Uganda supplied by him or her to the company for the giving of notice.

1. When a notice is sent by post, services of the notice shall be deemed to be affected by properly addressing, stamping and posting a letter containing the notice by air mail if addressed to a destination outside Uganda and to have been affected in the case of a notice or a meeting at the expiration of 48 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
2. Notice of every general meeting shall be given in a manner herein before authorized to-

1. Every member except those members who (having no registered address within east Africa) have not supplied to the company an address with in East Africa for the giving of notice to them;

1. Every person upon the ownership of a share develops by reason of his or her being a legal personal representative or a trustee in bankruptcy of a member where the member but for his or her death or bankruptcy be entitled to receive notice of the meeting; and

1. The auditor for the time being of the company.

INDEMNITY

1. Every Director, Manager, Secretary and other officer or servant of the company shall be indemnified by the company against all the costs, losses and expenses which he or she may incur by reason or any contract entered in, or act done by him or her as such officer or servant or in any way in the discharge of his or her duties.

ARBITRATION

1. If whenever any differences arises between the company and any of the members, their respective representative, touching the construction of these Articles herein contained or any act of anything made or done or arising out of the relation existing between the parties by reason of their presence or of the act such differences shall be referred to two arbitrators or to be appointed by each party in difference, or an umpire to be chosen by the arbitrators before entering in the consideration of the matters  referred to them and every such difference shall be conducted with the provision of the laws or arbitrators for the time being in force in Uganda.

WINDING UP

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

Me the persons whose name, addresses and descriptions are hereunto subscribed are desirous of being formed into a company in pursuance of this Articles of Association.

Dated at Kampala this                        day of                                     2025

WITNESS TO THE ABOVE SIGNATURES:

Name in Full:                                                                         

Signature:                                                                               

Address:                                                                                 

Occupation: