THE COMPANIES ACT No.

12 of 2002

____________________

COMPANY LIMITED BY SHARES

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MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

MATALA INVESTMENT LIMITED

THE COMPANIES ACT No.12 OF 2002

 COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF
MATALA INVESTMENT LIMITED

1. The name of the Company is MATALA INVESTMENT LIMITED

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

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

i. To carry on business of general trading, wholesale or retail and suppliers of
motorcycles spare parts, and other related business.
ii. To carry on the business as general traders, suppliers, investment, stockiest,
wholesalers, retailers and dealers in all types of spare parts and maintenance, tires,
tubes, tool and accessories for all types of automotive, fuel, motor, vehicles,
Agricultural machinery, implements, equipment, , all kinds of industrial projects
machinery and equipment, electrical goods, hardware, building materials, timber,
fishing gears groceries computers, office equipment, cooking oils, salts, foodstuffs,
cosmetics, oil, paints, spirits sheets, hinges, screws, iron monger textiles piece
goods, all types of leather goods, shoes, bags and other similar goods;
iii. To carry on business of wholesale or retail and suppliers of electrical household
appliances, furniture, lighting equipment and other household.
iv. To carry on business of wholesale or retail and suppliers of electronics and
telecommunications equipment and parts, computers, peripheral units, software,
audio, videos and telecommunications devices.
v. To carry on business of wholesale, retailers and suppliers of all kinds of construction
materials like paints, hardware, glasses and other construction materials of the
different kinds.
vi. To carry on business of buying wholesale, retailers and suppliers Sale, maintenance
and repair of motorcycles and related parts and accessories,
vii. To carry business of accommodation services, and beverage serving activities and
other related activities.
viii. To carry on the business of Electrical installation, Plumbing, heat and air-
conditioning installation, and other construction installation.
ix. To carry on the business of dealing in marketing, manufacturing, importing,
exporting, stocking, buying, selling whether by wholesale or retail of various
 categories of goods and merchandise, and to act as commission agents, insurance
broker, and manufacturers, survey, representatives in all fields;
x. To carry on all or any of the business of passengers, baggage, and cargo handling,
transport Cartage and haulage contractors and agents, clearing and forwarding
customs agents, cargo superintendents, packers warehousemen, storekeepers,
transport and commission agents ,Stevedores, harbingers, garage proprietors,
owners and charters of road vehicles, aircraft, hovercraft, ships barges, and vessels
of every description, lighter men and carriers of goods and passengers by road, rail
water or air;
xi. Generally, to do such things as may appear to be incidental or conducive to the
attainment of any of the above objects of the company.

LIABILITY
4. The liability of the members is Limited.

CAPITAL
5. The class of share is ordinary and the share Capital of the Company is Tanzania
Shillings One Hundred Million Only (TZS 100,000,000.00) divided into One
Thousand (1000) shares of Tanzania Shillings One Hundred Thousand Only (TZS
100,000.00) each, with power for the Company to increase or reduce the said capital and
to issue any part of its capital, original 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 condition of issue shall otherwise expressly
declared, every issue of shares, whether declared to be preference or otherwise, shall be
subject to the powers herein before contained.

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