THE COMPANY ACT NO.

212 OF 2002

COMPANY LIMITED BY SHARES

MEMORANDUM

OF ASSOCIATION

OF

MILIMO GROUP, TANZANIA

DRAWN BY:

Eng. Brig.Gen. Stephen Makala Ndazi (Retired)

(Subscriber)
P. O. Box …….
DAR ES SALAAM

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 THE UNITED REPUBLIC OF TANZANIA

Certificate of Incorporation

No…………………………

I HEREBY CERTIFY that MILIMO GROUP, TANZANIA IS THIS Day incorporated

under the Company Act No. 12 of 2002 and that the Company is Limited.

Given under my hand at Dar es Salaam this day of two thousand and ten.

REGISTRAR OF COMPANIES

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 THE COMPANY ORDINANCE ACT CAP. 212 OF 2002

COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION OF MILIMO GROUP, TANZANIA

1. The name of the company shall be MILIMO GROUP, TANZANIA dealing with Rural
Youths Retention Scheme.

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

3. The objects for which the Company is established are:

(i) To identify, educate, persuade, involve, retain and contain rural youths (Std VII leavers, O
and A level leavers) in their home villages as workforce for poverty alleviation in
agriculture-pastry based economy of most developing countries (DC).
(ii) To involve local and central governments, None government organizations, (NGO),
Community based Organizations (CBOs) International organizations (IOs) and rural
youths in formulating retention scheme bye laws, initiatives, incentive schemes
and deterrence measures aimed at minimizing and ultimately stopping the rural
youth influx pandemic into urban areas.
(iii) To initiate, sensitize and organize soft loans, rural outcome based transversal skills
training programs, grants and donations, special tax relief for rural youths
(RUTAX), bye laws etc.
(iv) To communicate the needs of the rural youths (ii) to other stakeholders: central
and local governments, non-governmental organizations (NGOs), UN international
organizations (IOs) in order to get support and assistance e.g. political will; moral,
financial and technical support for poverty alleviation in Tanzania and other DC
(v) To support and promote initiatives and measures undertaken by local communities,
local and central governments, NGOs and IOs to fight AIDS pandemic;
preservation of natural water sources, natural forests and re-forestation, cultural
heritage; gender related issues; and environmental protection in the rural areas.
(vi) To promote research and consultancy concerning the rural youths influx pandemic
and its impact on: implementation progress of Strategic Development Goals and
poverty alleviation in DC
(vii) To promote research and consultancy concerning the rural youths roles and
responsibilities in good governance, elders care, health care, gender equality,
human rights.
(viii) To educate, sensitize and promote rural youths on HIV prevention and care, drugs
and human trafficking; terrorism; money laundering; crime rate; environmental
protection; agro-processing, agro-technologies, horticulture, modern agriculture and
animal husbandry.
(ix) To promote and pass-over good African culture and traditions to rural youths verse
visa gulping bad/spoiled Western cultures brought about by the information
communication technology (ICT).
(x) To promote and support: local tourism; village and district patronage; care of
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 elderly people and disabled people by youths in rural areas. Also to carry out any
other activities which serve the interest of the stakeholders and rural community at
large.
(xi) To organize and conduct local, national and international level seminars workshops
symposium, and conferences on the youths influx pandemic into urban areas of the
DC.
(xii) To organize, support and offer outcome based short course (1-4 weeks) skills
training programs to rural youths in their home villages on modern agriculture,
entrepreneurships, agro-technologies, technical , project appraisals and
management, pastry.
(xiii) To organize, train and mold rural youths as future generation, parents and leaders
who will be responsible with management of families, local communities, local and
central governments from the grass root levels e.g. coordination, monitoring,
supervise, meetings, reports etc.
(xiv) To have printing press unity and studio to prepare, acquire, edit, publish, issue,
distribute: papers, video tapes, CD-ROMs, films; periodicals, newsletters,
magazines and books of the nature of Shulua objects.
(xv) To organize, establish, promote, support and supervise: telecenters, photography
collections and displays; recreational centers; mini-libraries; local market places;
sports and games; visits to satellite villages and abroad etc. for the rural youths and
the local communities at large.
(xvi) To involve urban youths and urban community in formulating initiatives and
incentive schemes which will attract urban youths to go back to their home villages
so that they can contribute in building the national economy.
(xvii) To provide catering services and hotel services at cheap prices but without
compromising on quality. Premium quality food will be served with an exceptional
delicacies and executive quality of customer service.
(xviii) To introduce new food brands with exotic flavors and delicacies to our customers
plus special ingredients for low fat food, sexual appetite diets, diabetic diets . We
will primarily target at project workers.
(xix) To be a labour intensive contractor and sub-contractor in construction works water
projects and dams, irrigation projects, casual labour for road works, buildings,
related materials and accessories.
(xx) To merry-up local and foreign companies products and services in turnkey projects:
business consultancy, feasibility study, project design, project management, risk
analysis,
(xxi) To carry out multi technologies’ import and export, supply and distribution,
contract and sub-contract, installation and maintenance, representative and
promotion in all systems and technologies listed in sub paragraph 3.a in Tanzania
and Africa as a whole.

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 THE COMPANIES ACT 12 OF 2002
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
MILIMO GROUP, TANZANIA

PRELIMINARY

1. (a) The regulations contained in Table A in the First Schedule to the Act shall not apply
save as they are not inconsistent with these articles.
(b) The Act, means the Company and accordance.
2. The Company is a Private Company accordingly:-
(a) The right to transfer shares is restricted in the manner hereinafter prescribed.
(b) The number of members for the time being of the Company (exclusive of persons
who are in the employment of the Company and of persons who having been
formerly in the employment and have continued after the determination of such
employment to members of the Company) shall note exceed fifty provided that for
the purposes of this provision where two or more persons hold one or more shares
in the Company jointly they shall be treated as single member.
(c) The Company shall not have power to issue shares warrants to bearer.
(d) Any invitation to the public to subscribe for any shares or debentures of the
Company is prohibited.
3. The original shares Capital of ……………..USD is divided into………………..shares of
…………………each.
4. Subject to the provisions of the Companies Act any preference share may, with the sanction
of a special resolution be issued of the terms that they are, or at the option of the company
are liable, to be redeemed on such of the shares may by special resolution determine.
5. Except as required by law, no person shall be recognized by the Company as holding any
share upon any trust, and the Company shall note be bound by or be compelled in any way
to recognize (even when having notice thereof) any equitable, contingent, future or partial
interest in any share or any interest in any fractional part of a share of (except only as by
these articles of by law otherwise provided) any rights in respect of any shares except by
the holder.

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 6. Every person whose name is entered as a Member in the register or Members 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 or several certificates each for one or more of his shares, upon payment of
………………….USD for every certificate after the first or such less sum as the Board
shall from time to time determine, Every certificate shall be under seal and shall specify the
shares to which it relates and the amount paid up thereon. Provided that in respect of a
share or shall held jointly by several persons the company shall not be bound to issue more
than one certificate, delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all such holders.

LIEN

7. The Company shall have first and paramount lien or every share (not being a full paid
share for all moneys whether presently payable or not) called or payable at a fixed time in
respect of that share, and the Company shall also have a first and paramount lien or all
shares (other than fully paid shares) standing registered in the name of single person for all
moneys presently by him or time declare any share to be wholly or in part exempt from the
provisions of this Articles, the Company’s lien (if any) on a share extend to all dividends
payable thereon.

CALL ON SHARES

8. The Directors may from time to time call upon members in respect of any money unpaid on
their shares provided that no share shall be payable at less than one month from the date
fixed for payment of the last proceeding call, and each member shall (subject to receiving
at least fourteen days notice specifying the time or time 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 received or postponed as the Directors may determine.
9. A call shall be deemed to have been made at the time when the resolution of the Directors
authorizing the call was passed, and any be required to be paid by installments.
10. The instrument of transfer of any share be executed by on behalf of the transferor and
transferee, and the transferee, and the transferor shall be deemed to remain the holder of the

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 share until the same of the transferee is entered is in the Register of Members in respect
thereof.
11. Subject to the approval of the Board of directors any Member any transfer or any of his
shares by instrument in writing any usual or common form, or any other form which the
Board may approve.
12. No share shall be transferred to a person who is not a member so long as any member or
any near relative of a member in that order of priority) is willing to purchase the same at
the fair value.
13. The Directors my decline to recognize any instrument of transfer unless it is accompanied
by the certificate of shares to which it relates, and such other evidence as the Board may
reasonable require to show the rights of the transferor to take the transfer, and the
instrument of transfer is in respect of only one class of shares.

TRANSMISSION OF SHARES

14. In case of the death of a member the person legally entitled to the estate of the deceased,
shall be the only person recognized by the Company as having any entitle to the interest in
the shares.
15. Any person becoming entitled to share consequence of the death or bankrupt of any
member, upon such evidence being produced may from time to time properly be required
by the Board, and subject as hereinafter provided, elect either case have the same right to
decliner suspend registration as it would have had in the case of a transfer of the shares by
the member before his death or bankrupt as the case may be.

FOREEITURE OF SHARES

16. If member fails to pay any 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 the call or
installment remains unpaid serve a notice on the required payment of so much of the call or
installment as is unpaid, together with any interest which may have accrued.
17. The notice shall name a further day not earlier than the expiration of fourteen days from the
date of service of notice, or one before which the payment required by the notice is to be

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 made, and shall state that, in the event of non payment at or before the appointed day, the
shares in respect of which the call was made will be liable to be forfeited.

ALTERATION OF CAPITAL

18. The Company may from time to time by special resolution increase its share capital by
such sum to be divided in shares of such amount as the resolution shall prescribe.
19. The Company may from time to time by special resolution:-
(a) Consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares.
(b) Sub-divide its existing shares of any of them into shares of smaller mount than is
fixed by the Articles of Association subject, nevertheless, to the provision of
Company Act 12 of 2002.
(c) Cancel any shares which, at the date of the passing of the resolution, have been
taken or agreed to be taken by any person.
20. The Company may pass special resolutions to reduce its share capital, any capital
redemption reserve fund or any shares premium account in any manner and which subject
to, any incident authorized and consent required by law.

GENERAL MEETING

21. An ordinary general meeting of the Company shall be held once in every calendar year at
such time (not more then fifteen months after the holdings of the last preceding ordinary
general meeting) and place as the Board shall appoint. Each such meeting shall be
specified as on ordinary general meeting in the notices calling it and shall be in addition to
any other general meeting in that year.
22. All general meetings other than ordinary general meetings shall be called extraordinary
general meetings
23. The Board of Directors may, whenever it thinks fit, convene an extraordinary general
meeting, and extraordinary general meeting shall also be convened on such requisition or in
default, may be convened by such requisition, as provided by the Company Act

NOTICE GENERAL MEETING

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24. Every general meeting shall be called by twenty one days notice in writing at the least
PROVIDED THAT a meeting of the Company shall notwithstanding that is called by
shorter notice than specified in these articles, be deemed to have been duly called if it is so
agreed by all the members entitled to attend and vote thereat.

PROCEEDINGS AT GENERAL MEETINGS

25. All business shall be deemed special that is transacted at an extraordinary general meetings,
and also all business is transacted at ordinary general meeting with the exception of
declaring a divided, the consideration of the auditors and the appointment of, and the Board
and the Auditors and the fixing of the remuneration of the Auditors.
26. No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business, save as herein otherwise
provided, two members present in person or by proxy shall be a quorum.
27. At any general meeting a resolution put to the vote of the meeting shall be decided on show
of hands unless a poll is before or on the declaration of the result of the show of hands
demanded by the Chairman or any member present in person or by proxy.
28. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman
of the meeting at which the show of hands takes place, or at which the poll is demand shall
not have a second or casting vote.
29. Subject to the provisions of the Act, a resolution in writing signed by all the members for
the time being entitled to receive notice of and to attend and vote at general meeting shall
be as valid and effective as if the same had been passed at general meeting shall be as valid
and effective as if the same had been passed at general meeting of Company duly convened
and held. Such resolution may be contained in one document or in several documents in
like from each signed by one or more of the Members or duly authorized representatives
concerned.

VOTE OF MEMBERS

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30. Subject to any rights or restrictions for the time being attached to any class or classes of
shares, every member present in person or by proxy shall on a show of hands have one vote
and an a poll have for each of which be is the holder.
31. No member shall be entitled to vote at any general meeting unless all calls on other sums
presently by him respect of shares in the Company have been paid.
32. The instrument appointing a proxy shall be in writing under the hail of the appointer. A
proxy need not be member of the Company.
33. Until otherwise determined by the Company in general meeting the Company shall have
two directors.
34. The first Directors of the Company shall be:-
1. …………………………….
2 …………………………….
35. The remuneration of Directors…………………from time to time be determined by the
Company in general meeting. Such remuneration shall be deemed to accrue from day to
day. The Directors may also be paid all traveling, hotel and returning from meetings of the
Board of general meeting of the Company.
36. The shareholding qualification for Directors may be fixed by the Company in general
meeting and until such qualification is fixed a director need hold at least one vote.
BORROWING POWERS

37. The Board of Directors may from time to time at its discretion exercise all the powers of
the Company to borrow or raise and/or secure the payment of any. In case of emergency
the Managing Director together with any other member may exercise the borrowing
powers for any amount not exceeding five million Tanzanian Shillings.

POWER AND DUTIES OF DIRECTORS

38. The management of the business of the Company shall be vested in Directors who is
addition to the powers authorized by these presents or otherwise expressly conferred upon
them my exercise expressly conferred upon them my exercise all such. Powers and do all
such acts and things as may be exercised or done by the Company in generals meetings, but
subject nevertheless to the provisions of the Act and of those presents and to any
regulation, being not in general meeting. Provided that no regulations so made shall
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 invalidate any prior act of the Director which should have been valid if such regulation
…………………made shall have not been made.
39 The Director may from time to time and at any time by power of attorney appoint any
Company, firm of person or person or body of persons to be the atoned or attorneys of the
company for such purposes with such powers, authorities and discretion (not exceeding
those vested in or exercisable by the Director under these Articles) and for such period and
subject to such conditions as they may think fit, and any such powers of attorney may
contain such provisions for the protection and convenience of persons dealings with any
such attorney as the Director may think fit.

40. (1) A Director when is in any way, whether directly or indirectly or proposal contract
with the Company shall declare the nature of his interest to the other member in accordance
with Companies Act.
(2.) A Director may hold any other office or place of profits under the Company (other
than the office of Auditor) in conjunction with his office of Director for such period and on
such terms(as to remuneration and otherwise) at the Company may determined.
41. All cheques, promissory notes, letters of credits, drafts, bills exchange and other negotiable
and transferable instruments and all receipts for money paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such
manner as the Directors shall from time to time by resolution determine.
42. The director shall cause minutes to be made books provided for the purpose:-
(a) of all appointments of officers made by the Directors.
(b) of the name of the Directors present at each meeting of the Directors.
(c.) of all resolutions and proceedings at all meetings of the Company, and of the
Directors, and committee of Directors,
43. The Directors on behalf of the Company pay a gratuity of pension of allowance on
retirement of Director who has held any other a lories office of place of profit with the
Company or to his widow or dependants and may make contributions to any fund and pay
premium for the purchase or provisions of any gratuity, pension or allowance.

DISQUALIFICATION OF DIRECTORS

44. The Office of a Director shall be vacated if the Directors:-

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 (a) Caused to a Director by virtue of Companies Act 12 of 2002, or
(b) becomes bankrupt or makes any arrangement or composition with his creditors
generally, or
(c) Become prohibited from being a Director by reasons or any order made under
Companies Act, or
(d) become of unsound mind, or
(e) resigns office by notice in writing to the Company,

PROCEEDINGS OF THE BOARD OF DIRECTORS

45. The Directors may meet together for the dispatch of business adjourn and otherwise
regulate their meetings as they think fit questions arising at any meeting shall be decided by
a majority of votes. Every Director shall have one vote. In case of an equality of votes the
chairman shall have a second.
46. The continuing Directors may act notwithstanding any vacancy in their body, but if any so
long as their number is reduced below the number fixed by or pursuant to the regulations of
Company as the necessary quorum of Directors the continuing Directors or Directors to
that number, or of summoning a general meeting of the Company, but for no other purpose.
47. The quorum for the transacting meetings of the Board of Directors.
48. The managing Director shall be Chairman of all meetings of the Board of Directors.
49. A resolution writing signed by all the Directors shall be as valid and effectual as if it had
been passed at a meeting of the Board, such resolution may be contained in one document
or in several documents in like from each signed by one or more of the Directors.

MANAGING DIRECTOR

50. The Board of Director shall appoint one of them to the office of Managing Director (MD)
for such period and on such terms as they think fit and may revoke such appointment.
51. The Board of Directors may entrust to and confer upon a Managing Director any of the
power exercisable by it upon such terms and conditions and with such restriction as it may
think fit and either collaterally with or to the exclusions of its own powers.

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52. The Secretary shall be appointed by the Directors for such terms at such remuneration and
upon conditions as it may think fit, and any Secretary so appointed may be removed by the
Directors.
53. A provision of Companies Act or these Articles requiring or authorizing something to be
done by or to a Director and the Secretary shall not be satisfied by is being done by or to
the same person acting both as Director and as or a place or the Secretary.

THE SEAL

54. The Director shall provide for the safe custody of the Company’s Seals. The Seal shall be
used only by the authority of the Director and every instrument to which the Seal shall be
affixed shall be signed by a Director and also by the Secretary.

DIVIDENDS AND RESERVERS

55. The Company general meeting may from time to time declare dividend, but no such
dividend shall exceed the amount recommended by the directors.
56. The Directors may from time to time may the member such interims dividends as appear to
the Directors to be justified by the profits of the Company.
57. No dividend shall be paid otherwise then out of profits.
58. The Directors may before recommending any dividend, set aside get of the profits of the
Company such sums as it thinks proper as a resolve of reserves which shall at the discretion
of the directors be applicable for any purpose, to which the profit of the Company may be
properly applied, and pending such application may, at like discretion, either be employed
in the business of the company or be invested in such investments (other than shares of the
Company) as the Directors may from time to time think fit. The Directors may also,
without placing the same to reserve, carry forward any profit which they may think prudent
not to divide.
59. The Director may deduct from dividend payable by any member all sums of money (if any)
presently payable by them to the Company on account of calls or otherwise in relation to
the shares of the company.
60. No dividend shall bear interest against the Company.

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 ACCOUNTS

61. The Director shall cause proper books of accounts to be kept with respect to:-
(a) all sums of money received and expended by the Company and the matters in
respect of which the receipt and a expenditure taken place.
(b) all shares and purchases of goods by the company and:
(c) the assets and liabilities of the Company, Proper books shall not be deemed to be
kept if there are not kept such books of account as are necessary to give a true and
fair view of the state of the Company’s affairs and to explain its transactions as
required by IFRSs.
62. The books of account shall be kept at the Registered Office or at such other place as the
Directors think fit and shall always be open for inspection by the other members.
63. The Directors shall from time to time, in accordance with Companies Act, cause to be
prepared and to be laid before the Company in general meeting such profit and loss
accounts, statement of financial position, group account (if any) and reports as are referred
to it in the Act.
64. Auditors shall be appointed and their duties regulated in accordance with the ordinance.
65. A notice may be given the Company to any member either personally or by sending it by
post address to him at his registered address.

WINDING UP

66. If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide amongst the
members in special or kind the whole or any part of the assets of the company (whether
they shall consist of property of the same kind or not) and may; for such purpose, set such
value as he deems fair upon any property to be divided as aforesaid and may determine
how much division shall be carried out as between the members or different classes of
members.
67. Every Director, Managing Director, Agents, Auditors, Secretary and other officer for the
time being of company will be indemnified against any liability incurred by him to
defending any proceeding whether civil original in which judgment is given in his favor

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 or in which he is quitted or in connection with any application (under the Companies Act in
which relief’s granted to him by the court).
ALTERATIONS OR ADDITIONS

68. Subject to the provision of the Companies Act to those contained in the Articles
Association of the Company may be special resolution make alterations or additions an
such alteration or additions so made shall be as valid and effectual as if originally contained
in these articles and be subject in like manner to alteration by Special Resolutions AND IT
IS HEREBY DECLARED that the word “company” in this clause except where used in
reference to this company shall be deemed to include any partnership or any other body or
persons whether incorporated or not incorporated, whether domicile in Tanzania or
elsewhere and that the objects set forth in any sub clause of this clause, shall not be
restrictively construed but the widest interpretation shall be given therefore and they shall
note except when the context expressively so required by in any way, limited to or
restricted by reference to or inference from any other objects or object set forth in such
clause or from the sub clause or the object or objects therein specified, or the powers
thereby conferred shall be deemed subsidiary or auxiliary for the objects or powers
mentioned in any other sub clause, but the Company shall have full power to exercise all or
any of the objects conferred by any provided in any one or more of the said sub clauses.
69. The liability of the members is limited.
70. The share capital of the Company is ………………………USD divided into
………………………….shares of …………………… each with power of the Company
to increase or reduce the said capital and to issue any part of its capital, original or increase
with or without any preference, priority, or special privileges, or subject to any
postponement of rights or to any conditions or restrictions, and so that unless the
conditions.

WE, whose names and address are subscribed desirously, form into a company in pursuance of this
Articles of Association and we respectively agree to take the number of shares in the capital of the
company set opposite to our respective names given in table 1 below.

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NAME, ADDRESSES & DESCRIPTIONS NUMBER OF SHARES SIGNATURES
OF SUBSCRIBETRS TAKEN BY EACH
SUBSCRIBER
1. Eng Brig Gen Stephen M Ndazi (Retired),
P.O. Box 75074 Dar es Salaam, Tanzania
2. Zenya

3. 5. Raymond S. Ndazi, P.O. Box 75074 Dar

es Salaam, Tanzania
4.
5.

Date the………….day of April, 2017

WITNESS to the above signatures:

Name Eng Brig Gen Stephen M. Ndazi (Rtd)
Signature ……………………..
Postal Address 75074, Dar es Salaam, Tanzania.
Qualification …Professional Engineer

DRAWN BY
Eng Brig Gen Stephen M. Ndazi (retired)
(Subscriber)
P. O. Box 75074
DAR ES SALAAM

Date the………….day of April, 2017

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 WITNESS to the above signatures:
Name ……………………………
Signature ……………………..
Postal Address………….………………...
Qualification………………………………….

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