Memorandum of Association of

Jubaer Textile Ltd.Share Company

We, the undersigned subscribers, having agreed to form a Share Company in accordance with
the relevant provisions of the Commercial Code of Ethiopia of 1960, hereby subscribe to this
Memorandum of Association and the Article of Association attached herewith.

Article ONE
Name, Nationality, Address of Members and number of shares subscribed

No Name Nationality Address Number of shares

subscribed
1 Jubaer Bangladeshi Uttara 10
2 Milon Bangladeshi Ashulia
3 Showrob Bangladeshi Gazipur
4 Liyad Bangladeshi Savar
5 Proshad Bangladeshi Joshore
6
7
8

Article TWO
Name of the Company

The name of the company shall be Jubaer Textile Ltd. Share Company.
Article THREE
Head Office

The Head Office of the Share Company shall be in Plot No: 19, Union Capital
Market, 86 Siddeshwari Circular Road,Malibag, Dhaka.
Branch Office may be opened within or outside Ethiopia.
Article FOUR
Objectives

The company shall have the following business objectives:

1. Agro-Industrial and relevant activities.
2. ----------------------------------------------------------------
 3. ---------------------------------------------------------------
4. ---------------------------------------------------------------
Article FIVE
Capital

1. The company shall have a subscribed capital of Birr ---------------- (--------- million birr)
divided into --------------- shares with a par value of Birr -------------- each.
2. Out of such a subscribed sum ----------%of the par value i.e. Birr-----------------------
(----------------------------------) has been paid up.
Article SIX
Terms about shares
Number of shares Par Value Form Classes of shares
Preference/dividened
Bearer or otherwise

Article SEVEN
Contribution in kind and corresponding terms
The shareholder Object contributed Value thereof No. of shares allocated
 Article EIGHT
Manner of distribution of Profits
1. At the end of every financial year the net profits established by the books and verified
by the auditors less deduction made in accordance with the law, the Memorandum and
Article of Association shall be distributed among themselves.
2. Profits shall be distributed among shareholders in proportion to their share holdings.
3. The time and manner of distribution shall be determined by the annual general meeting
of the share holders.

ArticleNINE
Shares to be allocated to the Founders and reasons thereof
Founder’s shares Explanation

Article TEN
Liability
1. Share holders of the Company shall be liable only to the extent of their share holdings.
2. The Share Company’s liabilities shall be met only by the assets of the Company.
Article ELEVEN
Number of Directors and their Powers
1. The Board of Directors shall be the supreme organ of the Company.
2. The Company shall have Seven Directors as a matter of convention.
Article TWELVE
Number of Directors and their Powers
1. The Board of Directors shall be the supreme organ of the Company.
2. The Company shall have Five Directors as a matter of convention.
3. The Directors shall have the powers and duties as provided under the Law,
Memorandum of Association and Articles of Association and shareholders meetings.

4. the Company shall have five directors which shall compose the Company's Board of
Directors. Hence, the following shall be the First Directors of the Share Company.

4.1 ----------------------------------------------------- Board Chairman

 4.2 ------------------------------------------------------ D/Board Chairman

4.3 ----------------------------------------------------- Board Secretary

Article THIRTEEN
Organization of the Company

1. The Board of Directors shall be the supreme organ of the Company.

2. Furthermore the Company shall have a managerial Organ called a General Manager.
3. With out affecting the supremacy of the Board of Directors, the General Manager shall
have full powers to manage the affairs of the Company with in the limits of the business
purposes of the Company.
4. The Company shall have the staff necessary for effectively carrying out its activities.
Article FOURTEEN
Auditors
Reputable External Auditors or a Group of auditors appointed by the General Manager shall
audit the annual balance sheet and profit and loss accounts of the Company.
Article FIFTEEN
Duration
The company is established for an indefinite/---------------- period of time.
Article SIXTEEN
Reports
The annual performance of the company shall be submitted to the annual general meeting of
the members along with auditors report, which is to be published on an official news paper .
Article SEVENTEEN
Adoption and Signature

The Share Holders of the Company have adopted the present Memorandum of Association at
the meeting held on --------------------- in the City of Addis Ababa, Ethiopia.

Share Holders Signature

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2. --------------------------------- ------------------------------
3. ------------------------------------ -------------------------------
4. --------------------------------- --------------------------------
5. ----------------------------------- ---------------------------------
6. ---------------------------------- ----------------------------------
7. --------------------------------- -----------------------------------

Articles of Association of

-------------------Share Company
The Articles of Association form and integral part of the Memorandum of Association of the
Company mentioned above and have been drawn up and adopted by the members of the
Company in accordance with the Commercial Code of Ethiopia of 1960.
Article ONE
Share Registration
1. All shares shall be entered in a register to be kept at the Head office of the Company and
to the section of the Government entrusted with the relevant responsibility.
2. The register shall contain the particulars enumerated under the relevant provisions of
the Commercial Code.
Article TWO
Rights of Members
1. Every Shareholder shall have the right to:
a. Participate in all meetings of the share holders
b. Vote at all meetings in which he/she participates
c. Inspect inventories, balance sheets and auditors reports at the head Office and
obtain copies thereof
2. Each share shall entitle the holder to one vote.

Article THREE
Transfer of Shares
1. There shall be no restriction on the transfer of shares between share holders.
2. Transfer, assignment, pledge of mortgage of shares outside the company shall be
approved by a majority of the shareholders representing at least ¾ (three quarters) of the
capital.
3. Transfer of a share shall be in writing and shall be of no effect unless they have been
entered in the register of shares.
Article FOUR
Devolution of Shares by way of succession
1. The shares of a deceased shareholder shall devolve upon his heirs.
2. A shareholder may leave his shares to the heir of his choice.
Article FIVE
General Meetings
1. The General Meeting of the shareholders shall be held at least once a year.
2. The Board of Directors shall call a general meeting of members whenever the business of
the Company so requires.
3. Share Holders representing more than ------------- of the capital may call a General
Meeting.
4. Share Holders shall be notified, by registered mail of the place, time and agenda of the
meeting at least -------------- days before the date of the meeting.
5. The Board of Directors may appoint a secretary for the meeting.
Article SIX
Majority and Quorum
1. Without prejudice to provisions of sub-article (2) and (3) decisions hereof decisions shall
be taken by a majority of Share Holders representing more than ------------- of the capital.
 2. Amendments to the Memorandum or Articles of Association require a majority vote of
Share Holders representing ¾ (three quarters) of the capital.
3. A share holder may not be required to increase his contribution without his consent.

Article SEVEN
Proxies
1. A Share Holder may appoint a proxy to represent him in general meetings.
2. The proxy shall exercise all powers and duties of the share holder unless his authority is
expressly limited.
3. The power of attorney of the proxy shall be in writing, signed and dated.
Article EIGHT
General Manager
1. The General Manger shall have powers as duly delegated to him so as to undertake the
affairs of the Company within the limits of its business purposes.
2. Without limiting the generality of sub-article (1) the General Manager shall have the
following powers and duties;
a. Prepare and submit the Company’s annual report to the general meeting of the
Share Holders.
b. Represent the Company before any judicial or administrative organ and in all
dealings of the Company with third parties
c. Recruit, employ, administer and dismiss employees; determine their salaries and
other remunerations
d. Negotiate and sign collective agreements
e. Upon a deliberation of the general meeting and with the approval of the Board of
Directors consent to settlement of disputes by arbitration or compromise
f. Buy, sell, mortgage or pledge moveable or immovable properties in the same
condition provided under the provision of sub article ’e' above.
g. Borrow money, effect or receive payments up on the approval by the Board of
Directors or the General Meeting.
h. Open and operate bank accounts
i. Sign negotiable instruments
j. Open or close branches
k. Prepare the agenda of general meeting called by him or instructed by the Board.
l. Delegate his power to other employees as may be necessary and with the
approval of the Board of Directors.
Article NINE
Remuneration of the General Manager
The remuneration of the General Manger shall be determined by the Board of Directors.

Article TEN
Accounts
1. The management of the company shall establish and keep proper books and accounts in
accordance with the law and the generally accepted rules and practices of business.
2. Said books and accounts shall be kept in the English Language

Article ELEVEN
Auditors
The auditors appointed under Article XII of the Memorandum of Association shall have the
following powers and duties:
a. Audit the books and securities of the Company
b. Verify the correctness of the inventories, balance sheet and profit and loss accounts
c. Carryout such other functions as may be assigned to them.
Article TWELVE
Financial Year
1. The financial year of the company shall begin on the first day of January and end of the
thirty-first day of December.
2. The first financial year of the company shall begin on the date of registration and end of
the thirty –first of December.

Article THIRTEEN
Reserve fund
1. One – twentieth of the profit shall be transferred each year to the reserve fund until said
fund amounts to one – tenth of the capital.
2. The General Manager may with the consent of Board of Directors, establish an optional
reserve fund.
3. Reserve funds shall bear no interest.
Article FOURTEEN
Dissolution
1. A judicial interdiction, bankruptcy or insolvency or death of a member shall not cause
dissolution of the company.
2. The company may be dissolved on the grounds specified by the Commercial Code
(Article 217-218, Article 495).
3. Where the dissolution of the Company has been decide upon, the general meeting shall
appoint one or more liquidators form among themselves or from outside.
4. The liquidators shall manage the Company during the period of liquidation. They shall
in particular, have the power to sell the assets of the Company and pay its debts.
5. The general meetings/Board of Directors appointing the liquidators shall determine
their remuneration.
6. The net proceeds of the liquidation shall be distributed among the members in
proportion to the shares they hold.

Article FIFTEEN
Adoption and Signature
The members have adopted the present Article of Association at the meeting held on
--------------------- in the city of Addis Ababa, Ethiopia.

Share Holders Signature

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