& ath FILED rats DAY OF endo? ; SO Fecrewt ne FEES PAIDZe CERTIFIED TRUE COPY < ‘3 ie & sor® : THE REPUBLIC OF UGANDA NE: TRAR OF COMPAN! nec) KAMPALA IN THE MATTER OF THE COMPANIES ACT 1 OF 2012 yw A COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TAWZ ENGINEERING SERVICES LIMITED INCORPORATED ON THIS. Drawn by: Katutsi & Lamunn Advocates 3" Floor Post Office Building P.O Box 24972 Kampala,‘THE REPUBLIC OF UGANDA IN THE MATTER OF THE COMPANIES ACT 1 OF 2012 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF TAWZ ENGINEERING SERVICES LIMITED. The name of the company is TAWZ ENGINEERING SERVICES LIMITED 1. The registered office of the company will be situated in the republic of Ugancla, 2. The objectives with which the company is established are. 4) To construct buildings, maintaining buildings, civil engineering and also maintain infrastructure, ») To cary on the business as consultants in Civil engineering Works, sanitary engineering, Infrastructure designing, construction and research and technical acivisory services generally. ©) To canry on business of suppliers of building and other hardware materials and to carry Out all these activities singularly of altogether to and in accordance with this objective and any requirements. @) To camy on the business of renovation and plumbing, constructors, particularly in the field of pre-fabrication, acquire, build, construct, manufacturers of roofing tiles, ventilators, blocks, bricks, iron sheets, maintain, alter, enlarge, pull down, remove, or replace any buildings, mills, factories, offices, works, ©) To cary on the business of quantity surveying of structures and buildings, physical planning, before, during and after construction, mechanical engineers, electrical engineers and manufacturers, workers and dealers in electrical apparatus and goods 1) To conduct its business, and in doing so as general merchants, traders, commission agents, or in any other capacity, and to import, export, buy, sell, barter, exchange, make adventures upon, or otherwise deal in goods, produce, articles, stores and merchandise of all kinds both wholesale and retail and to transact every kind of agency business 8) To do business as wholesalers, retailers and distributors of Stationery and including carrying out business of secretarial services and photocopying. h) To conduct business of mobile money and carry out business of money lenders, To conduct business as fumigators of office premises, to do business as garbage collectors and transporters.a. ee @& @& @ @ 2 @ 2 S82 2 2 4242 42 42 4 S23 32 2) 6S i) kK) m) n) 9) P) a ‘To carry out agro farm for commercial puxposes. , livestock farming, poultry farming and dea! in tree planting To carry on the business and trade of food produce and food processing, millers, importers, exporters, fodder, seed and grain merchants. To carry on the business of exporters, tenderers, distributors and suppliers of agricultural products, diary products, fruits, vegetables and any other products related thereto To conduct business in graphic designing, motion pictures, commercial, advertisers, web designers, printers of materials and to do any other business in secretarial services generally To purchase, receive, lease or otherwise acquire and to manage, hold, own, improve, convey, sell, mortgage or otherwise deal In land, buildings and real property of every description, or any interest therein, To provide telecommunication services and deal in telecommunication products, sell mobile phones, airtime cards, establish and manage telephone booth services and carry on fianchise from telecommunication companies. To carry on the business of general supply, food supplements and health products, manufacture, buy, sell, import and deal in commodities materials, articles and things, of every description liable to be required in connection with general trade of the company or by customers of or persons having dealings with the company. To carry on business as proprietors of hotels, restaurants, takeaways, tearoom, cafes, snack bars and cofiee shops and bars and to carry on the business of hotel, restaurant, conference centre, motel, holiday camp, leisure, caravan site and apartment house proprietors To acquire by purchase, exchange or otherwise, either for an estate in fee simple or for any less estate or interest, whether in possession or in reversion, and whether vested or contingent, certain lands, houses and buildings and any other lands, tenements and premises of any tenure, whether subject or not to any charges or encumbrances, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any of such lands, tenements or premises. To camy on the business of car rentals, tansportation, running of omnibuses, motor cars, and vehicles all kinds to and between such places and on such lines as the company may think fit to transact passengers and goods and generally the business of public and private conveyances, ‘To carry on the business of tours and travel aviation services, cargo operations and logistics, ticketing, game park services reservation, own hotels and travels, tours, hire trucks and transport tourists, own planes To carty on the business of clearing and forwarding, shipping, luggage’s, cargo, vehicle spares, cabs, transporting, commission agents, brokers, clearing agents, travel agents, and any other related business in and outside Uganda©) To manage petrol stations and to carry on business of importers and dealers in fuel and other oils, petrol of every kind and the business of refiners of such oils and petroleum and the manufactur of lubricating oils and all accessories Tequired for the equipment and operation of vehicles Wide the emt OF company camrying on or proposing to carry on any of the hence Which the company is authorized to camry on and as part of the connecting for such acquisition to undertake all or any of the liabilities or such person cr company or t0 faults any interest in amalgamate with or for co-operation or limiting competition or for mutual assistance with any such persons, firms or companies and tor accept by way of consideration for any of the acts or things aforesaid any Property or acquire any shares, debenture, stock or security. %) To manufacture, buy, sell, import and deal in commodities materials, articles and things, of every description liable to be required in connection with general trade of the company or by customers of or persons having dealings with the compan. ¥) To camry on the business of consultancy, taxation, management, advisors, accountancy, information technology, auditors, testing or analysis of commodities products or high manly and any other materials or substances, from which and any other manncy su which may be manufactured, produced, processed, handled or treated. 2) To carry on the business of recovery agents, debt management, advisors, accountancy, aa) To carry on the business of providing services such as cleaning, repairing, designing, Painting, lithographing, supplying, fabricating molding and’ othernt, paneling, Patterning, computerizing, electro-processing and changing ofices homes, plants, factories, warehouses, shops, markets and anywhere in any building, recording, typing and doing all sors of services that enable, enhance, promote, beautify, decorate, clean, improve, upgrade, change, redesign and influence the outlook of any office, home, factory , shop or market. bb) To win, work, convert and dispose of any mineral propéity of the company and apply for and acquire any statutory of other powers, sights or concessions, 3. The liability of the members is limited Y part of its original capital {or increase with or without any preference, priority or special privilege or subject to any “postponement of rights or to any conditions or Testrictions and so that unless the conditions Of issue of shares whether declared to be preference or otherwise shall be subject to be power hereinafter contained.: ieee E RB ER SE We, the several persons whose names and signatures are appended hercunder, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company, set opposite our respective names. |NAME, ADDRESS AND OCCUPATION] NUMBER OF [SIGNATURE OF | OF EACH SUBSCRIBER SHARES SUBSCRIBER 1, ADOYO EVANS OUMA 25 ee ‘ ENGINEER/BUSINESSMAN 2, TUMWESIGE STEPHEN 25 Sees ENGINEER /BUSINESSMAN 3. WANYAMA ZEVIRIO 25: ENGINEER/BUSINESSMAN 4. TURYAREMERA SILVER a ___ ENGINEER/BUSINESSMAN is OF P.O BOX 24972, KAMPALA. Dated at Kampala this............. day of. apa 2016 WITNESS TO ~~. SIGNATURES: Signatures Name in full: SEMANS, RENNES Postal Address, © SBWK BATAR KAMP ALY,. Occupation:... 6 ESS NAASGA STANT,THE COMPANIES ACT 2012 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ‘TAWZ ENGINEERING SERVICES LIMITED ‘The Company is a PRIVATE COMPANY and accordingly: - @ @) (co) The right to transfer shares is restricted in the manner hereinafter prescribecd. ‘The number of members of the company (exclusive of persons who are ira the employment and have continued to be members of the company) is limited to fifty prosvided that where two or more persons hold one or more shares in the company jointly they shall for the purpose of these Articles be treated as.a single member ‘The norminal share capital with which the company is formed is 1,000,000/ (One Million Uganda shillings) divided into 100 ordinary shares of shillings 10,000/ each. PRELIMINARY ‘The regulations contained in Table “A” of the first schedule to the Companies Act, shall apply to the company in so far as they are applicable to a Private Company subject to the modifications special provisions herein contained. In these Articles if not inconsistent with the objects of the company the words standing in the first column for the following table shall bear the meaning set opposite them respectively in the second column, Word Meaning The Act This Companies Act 2012 The Statute ‘The Companies Act and every other Act for the time being in force affecting the Company, ‘These Articles These Articles of Association as originally formed or as from time to time altered by special resolutions, ‘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 the Act.8 2 The Seal ‘The common seal of the company. The Secretary Any person appointed to perform the duties of the Secretary of the Company. Save as aforesaid any words or expressions defined in the statutes shall bear the same meaning in the Articles. Any branch or kind of business which the company is either expressly cor by implication authorized to undertake may be undertaken ‘by the Directors at such a time 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 or expedient not to commence or proceed with such branch or kind of business. ‘The office shall be at such places in Uganda, as the Directors shall from time to time appoint. TRANSFER AND TRANSMISSION OF SHARES Any party to this agreement proposing to trazisfer any shares shall give notice in writing to the other parties. ‘The transfer notice shall specify the number of shares the transferor Proposes to transfer. The initial parties to this agreement shall have priority over any party to purchase such shares. Subject to such of the restrictions of these articles as may be applicable any member may transfer all or any of his shares by instrument in writing in any usual or commnon form or any other form which the Directors may approve. When transferring shares, priority should be given to the existing shareholders.[ The Directors may decline to register the transfer of a share not being fully paid share to a person of whom they shall not approve and may also decline to register the transfer of a share on which the company has a lien. The directors will also be empowered to cancel any share or shares of any person and refund that person the value of the shares, The directors will not be required to give any reason for their action. The directors may also decline to authorize any instruction transfer unless: (@)__A fee such as the directors may from time to time requite is paid to the company in respect thereof, (b) The instrument of transfer is accompanied by the certificate of the share to which it relates and such other evidence as the directors may reasonably require showing the right of the transfer or to make the transfer. (©) The transfer is first given to the initial shareholders of the company an option to purchase the shares in respect of which the transfer is made. 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ee @& SS ee 2 2 a = 6S . eS ete eae eS a4 a a = 23, 24. 26 otherwise provided in accordance with those articles, the new shares shall be ordinary shares, ALTERATION OF CAPITAL ‘The company may from time to time by ordinary resolution:- a) Consolidate and divide all or an YY Of its share capital into shares of larger amount than its existing shares; or &) Subdivide its shares or any of them into shares of smaller amounts than is fixed by Memorandum of Association subject nevertheless to the provisions of section the Act and so that their 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 ot any other of such shares; or ©) Cancel shares, which at the date of the or agreed to be taken by any person and capital by the amount of the shares so cancelled, GENERAL MEETINGS passing of the resolution have not been taken iminish the amount of the share ‘The company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one annuci General meeting within eighteen months ofits incomporation in the need not hold it in the Year ofits incorporation in the following year. The Annual General Meeting shall be held at such time and place, as the Directors shall appoint. ‘The company may by special resolution reduce its share capital and capital redemption reserve fond or any premium account in any manner and with subject to any indecent authority and consent required by law. All general meetings other than annual general meetings shall be called extraordinary gencral meetings, ‘The directors may whenever they think fit convenes an extra-ordinary general meeting and &xtia general meetitgs shall also be convened on such requisitions as provided by the Act. If aC any time there are not within Uganda sufficient directors ca, able of acting to form a qui onutt 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. NOTICE OF GENERAL MEETING A general meeting shall be called bj y 21 days notice in writing at the least. The notice shall be exclusive of the d: jay on which it is served or deemed to be served and notices from the company and to the Auditors provided that a meeting of the company shall notwithstanding 9= = hl a a as a2 = = Ee & & & & a SS = = 28. 29, 30. 31 32, 34, that it is called by shorter notice than specified in this articles be deemed to have been duly called if iis so agreed, 2) Tn the case of a meeting called as the annual general meeting by all the members b) Inthe case of any other meeting by a majority in number having a right to attend and directors, and auditors, the election of directors in place of those retiring and the appointment and the fixing of the remuneration of the auditors. No business shall be transacted at any general meeting unless a quorum of members is Present at the time when the meeting proceeds to business; save as herein oth erwise provided two thirds of the members Present in person shall form a quorum. The chairman if any of the Board of Directors shal preside as chai the company or if there is no such chairman or ihe shall not be Present fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors present Shall clect one of their members to be the chairman of the meeting. {Fat any meeting no ditector is willing to act as chairman or no.director is present within fifteen minutes after the time appointed from holding the meeting the members present shall choose one of the members to be chairman of the meeting,36. 38. 39. 40, 42. 43. Ona poll a member entitled to more than one vote need not if he votes cast all his votes or catall the votes he uses in the same day DIRECTORSProvisions tor the protection and convenience of person dealing with such attomey and may ‘iso authorise any such authorities and discretion reset in him, MANAGING DIRECTOR Thank Feegety Nem wPON such temms and conditions and weitésme restrictions as they may think ft and whether collaterally with or to th from SECRETARY 46. The seen upon sui fit and they may remove any Secretary so appointed. The provisions ofthe 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 ofthe company to perform the duties ofa Secretary, SEAL 47. 48. WINDING UP 49. IP the Company shall be winding up whether Yoluntarily or otherwise. The liquidator may with the sanction of an extraordinary resolution, divide among the contributors in specie or kind the Whole or any part ofthe assets of the company and roc sion may if so decided by special resolution be otherwise than in accordance with the Tight of the members, INDEMNITY 50. Every Director, manager or officer of the Company or person (whether an officer of the Company or not) employed by the Company ae hacer shall be indemnified out of the funds of the Company against all liabilities ineureea by him as such Director, Manager, officer or auditor in defending ity proceedings whether civil or criminal in which judgment secica i his favor, or in which he is acquitted, or in connection with any application under section 405 of the Companies Act in which relief is granted to him by court. ARBITRATION SI Hand whenever any dificuty shail arise between the company and any of the members orWe, the several persons, whose names and signatures are appended hereunder, are desirous of being formed into a company in pursuance of these articles of Association. Name, address, description and occupation of each | Signature of subscriber subscriber ENGINEER/BUSINESSMAN 1. ADOYO EVANS OUMA pate 2, TUMWESIGE STEPHEN, ENGINEER/BUSINESSMAN 3. WANYAMA ZEVIRIO ENGINEER/BUSINESSMAN 4, TURYAREMERA SILVER Hy ENGINEER/BUSINESSMAN ALL OF P.O BOX 24972, KAMPALA, Dated at Kampala this..........::...day of, WITNESS TO THE ABOVE SIGNATURES: Signatures: 7 Name in futt:.... WERK WNW eee Posal Adres. SR YY. ATID KAMPALA, - Cceuparion:. LEAL ASUS TANT