THE REPUBLIC OF UGANDA

THE COMPANIES ACT 1 OF 2012

(LAWS OF UGANDA)

COMPANY LIMITED BY SHARES

Memorandum

Of Association

Of

ECOLINE TRADE LINKS LIMITED

Incorporated this-----------------------------------------day of------------------------20------

Drawn by:

DIRECTORS

Ecoline Trade Links Limited

P. O Box 000, Arua

 THE COMPANIES ACT 1 OF 2012

Memorandum of Association

Of

ECOLINE TRADE LINKS LIMITED

a) The name of the company is Ecoline trade links Limited

b) The registered office of the company will be situated in the Republic of Uganda
c) The objects for which the company is established are;
1. To carry on business of manufacturing, designing, convert and alter, trading, buying and
selling, to import, to export to transport and caterers, to act as dealer, distributers, agent,
stockiest, wholesaler, retailer and deal in all types of agricultural machinery used in farm for
farming and also agricultural inputs.
2. To enter into any form of agreement with any government of any public’s regarding enterprise
developments.
3. To purchase, take on lease in exchange, hire or otherwise acquire any movable or immovable
property and any rights or privileges which the company may think necessary or convenient
for the purpose of its business
4. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of
exchange, warrants, debentures and other negotiable or transferable instruments
5. To pay for any rights or property acquired by the company and to remunerate any person or
company whether by cash payment or by the allotment of the shares, debentures or other
securities of the company credited as paid up in full or otherwise
6. To undertake or promote scientific research related to any business or class of business in
which the company is interested.
7. To establish branches or appoint in or outside Uganda for or in connection with any of the
objects of the company and in particular in relation to the investment of money the sale of
property and the collection and receipt of money
8. To insure all or any of the goods lying with the company against damage, fire, or loss
9. To apply for, purchase or otherwise acquire any patents,licenses,concessions and the like
conferring an exclusive or nonexclusive or limited rights to use any secret or other
information as to any invention which may seem capable of being used for any of the
purposes of the company or the acquisition of which may seem calculated directly or
indirectly to benefit the company and to use ,exercise, grant license in respect of or otherwise
turn to account the property ,rights and information so acquired
10. To supply goods and services to any organization on contractual basis
11. The company shall venture in business of setting up rapid response teams of sellers,
consultants and auditors for hire during times of unexpected tragedies in Africa
12. The company shall enter agreement with government of respective republic’s in Africa
regarding exportation and importation of goods and services.
13. To venture in to the business of mobile money
14. The company shall promote awareness to communities regarding development of their areas
and employment of their youths through existing projects of the company
15. Ecoline trade links limited is determined to change the face of the region from primitive
marketing to modernized marketing strategies
16. To insure with any other company or person against losses, damages, risks, and liabilities of
all kinds which may affect this company.
17. The company is determined to expand the tax base of different republics within the central
Africa republic, North Eastern part of democratic republic of Congo, and West Nile region, by
carrying production and development of trade routes within these regions.
18. The company shall further venture in to business of training personnel on business proposal
writings, production and marketing industry
19. The company is determined to create employment by employing many people as possible in
their merchandise field.
20. The company shall further partner, locally, regionally, nationally and international recognized
business companies to buy shares and invest into the company
21. The company shall amalgamate with an interested local company in order to bolster their
expansion.
22. To enter in to agreement with anybody regarding development of their property.
23. To act as agents or promotes of any trading or commercial business.
d) The Liability of the members is limited

e) The share capital of the company is Ugandan shillings two million (2.000.000) divided in to
100 ordinary shares and the company shall have powers to increase its capital for the time being
into several classes of stock or shares and to attach thereto respectively such preferential, deferred
or in accordance with the articles of association of the company

We, the several persons whose names, addresses and descriptions are subscribed, 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.

Names, address and Tel. Number of shares Signature/thumb print

No
Abima Swabiri 20
Oyooze Village, River Oli
Division.
Tel: 0777-276-554
Butele Jafari 20
Ondoruku Village, River
Oli Division.
Tel : 0788-349-960
Ajionzi Hillary 20
-------Village, Arua Hill
Division.
Tel : 0772-776-939
Afani Drambele 20
Oli ‘A’ cell, River Oli
Division.
Tel : 0775-369-498
20
Witness to the above signature

Names………………………………………………………………………….

Address………………………………………………………………………….

Signature………………………………………………………………………...

Occupation……………………………………………………………………...

THE REPUBLIC OF UGANDA

THE COMPANIES ACT

1 OF 2012

COMPANY LIMITED BY

SHARES

Articles of Association
 OF

ECOLINE TRADE LINKS LIMITED

1. Preliminary

Regulations contained in table “B” in second schedule to the companies Act, shall apply to
this company in so far as they are applicable to a private company subject to the modification
and special provisions herein contained.

2. Interpretation

“The Act” means the companies Act or any other modification thereof for the time being in
force;

“The company” means the above named company;

“The chairman” means the chairman of the company for the time being;

“The office” means the registration office for the time being of the company

“The register” means the register of members to be kept pursuant to the Act;

“These Articles” means these Articles as originally framed or as altered from time to time by
the special resolution;

“The director” means the directors of the company for the time being and includes the
managing director of the company;

“The board” means the board of directors present at a duly convened meeting of directors at
which the quorum is present;

“The seal” means the common seal of the company;

 Words importing the masculine gender only shall include the feminine gender

Words importing the singular number only shall include the plural numbers and vice versa

Words importing persons shall include corporate, the expression “debenture holder” shall
include debenture stock and debenture stock holder.

The expression “the secretary” shall include a temporary or Assistant secretary and any person
appointed by the board to perform any of the duties of the secretary

The expression “dividend” shall include bonus.

Subject to the last proceeding article, any words or expression defined in the Act shall, if not
inconsistent with the subject or context, bear the same meaning in these articles.

3. The company has been formed as a private company and shall comply with the following
statutory rules: -
a) The number of members for the time being of the company (exclusive of persons in the
employment of the company and persons who have been previously in the employment were
in that employment and have continued after the termination of that employment to be
members of the company) is not to exceed fifty, but when two or more persons hold one or
more shares jointly in the capital of the company they shall for the purpose of this clause be
treated as a single member.
b) Any invitation to the public to subscribe for any shares or debentures of the company is
hereby prohibited.
c) The right of the members to transfer shares of the company is restricted in the manner
hereinafter provided in these articles.
d) The company shall always continue to observe the restrictions and limitations as continued in
the paragraph.

SHARES

4. No part of the funds of the company shall directly or indirectly be employed in the purchase
of or in loans upon the security of the company’s shares but nothing in this regulation shall
prohibit transactions mentioned in the provision to section 56 of the Act.
5. Subject to the provisions of the above mentioned articles and other Articles contained herein,
the shares shall be under the control of the Board of Directors whose allotment shall be
subject to the approval of the first two (2) Directors of the company.
TRANSMISSION OF SHARES
6. The instrument of transfer of any share shall be executed by or on behalf of the transferor and
transferee and the transferor shall be deemed to remain a holder of the share until the name of
the transferee is entered in the register of members in respect thereof
a) Subject to such of the restrictions of these regulations as may be applicable, any member may
transfer all or any of his shares by instrument in writing in any usual or common form or any
other form which the directors may approve
b) Any share holder wishing to sell or otherwise transfer his share either wholly or in part shall
first formally offer his said shares on sale or transfer to the remaining shareholders.

Provided however, if the remaining shareholders decline or otherwise formally fail to

exercise their pre-emptive rights of purchase of shares as provided for herein within 30
(thirty) days from the date of offer, then the shareholder wishing to sell his shares shall be free
to sell or otherwise transfer his shares (as the case may be) to third parties.

7. The directors may decline to register the transfer of a share (not being a fully paid share) to a
person of whom they shall not approve, and they may also decline to register the transfer of a
share on which the company has a lien;
a) A fee of five thousand shillings or such lesser sum as the directors may from time to time
require is paid to the company in respect thereof
b) 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 to make the transfer and
c) The instrument to transfer is in respect of only one class of share
8. In case of death of a member, the survivor or survivors where the deceased was a joint holder,
and the legal personal representatives of the deceased where he was a sole holder, shall be the
only persons recognized by the company as having any title to his interest in the shares but
nothing herein contained shall release the estate of a deceased joint holder from any from any
liability in respect of share which has been jointly held by him with other persons.
9. Any person becoming entitled to a share in the consequence of the death or bankruptcy of a
member may upon such evidence being by produced as may from time to time properly be
required by the directors and subject as hereinafter provided elect either to be registered
himself as a holder of the share or to have some person nominated by him registered as the
transferee thereof, but the directors shall in either case have the same right to decline or
suspend registration as they have had in the case of a transfer of the share by that member
before his death or bankruptcy as the case may be.
10. If the directors refuse to register a transfer, they shall within sixty days after the dated on
which the transfer was lodged with the company, sent to the transferee notice of the refusal.

FORFEITURE OF SHARES

11. If a member fails to pay any call or installment of a call on the day appointed for payment
thereof, the directors may at any time thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring payment of so much of the call or
installment remains unpaid, together with any interest which may have accrued.
12. The notice shall name a further day (not earlier than expiration of fourteen days from the date
of service of the notice) on or before which the payment required by the notice is to be made,
and shall state that in the event of nonpayment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.
13. If the requirements of any notice as aforesaid are not compiled with, the share in respect of
which the notice has been given may at any time thereafter before the payment required by the
notice has been made, be forfeited by a resolution of the directors to the effect.
14. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the directors think fit, and at any time before a sale or disposition, the forfeiture may be
cancelled on such terms as the directors think fit.
15. A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but not withstanding, remain liable to pay to the company all monies which at
the date of forfeiture were payable by him to the company in respect of shares but his liability
shall cease if and when the company shall have received payment in full of all such monies in
respect of the shares.
16. A statutory declaration in writing that the declarant is a director or the secretary of the
company and that a share in the company has been duly forfeited on a date states in the
declaration shall be conclusive evidence of the facts thereof stated as against all persons
claiming to be entitled to the share. The company may receive the consideration if any given
for the share on any sale or disposition thereof and may execute a transfer of the share in favor
of the person to whom the share is sold or disposed of and he shall thereupon be registered as
the holder of the share and shall not be bound to see the application of the purchase money, if
any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share
17. The provision of these regulations as to forfeiture shall apply in the case of no payment of any
sum which by the terms of issue of a share become payable at a fixed time. Whether on
account of the normal value of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

18. The company may from time to time by ordinary resolution increase the share capital by such
sum, to be divided in to shares of such amount, as the resolution shall prescribe.
19. The company shall in each year hold a general meeting as its annual general meeting in
addition to any other meetings 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 of the company and that of the next. Provided that so long as the company holds its
first annual general meeting within eighteen months of its incorporation, it need not hold it in
the year of its incorporation or in the following year. The annual general meeting shall be held
at such time and place as the directors shall appoint.
20. All general meetings other than the annual general meetings shall be called extraordinary
general meetings.
21. The directors may, whenever they think fit, convene an extraordinary general meeting and
extraordinary general meetings shall also be convened on such requisition or in default, may
be convened by such requisitions, as provided in the company Act.
22. An annual general meeting and a meeting called for the passing of a special resolution shall be
called by twenty-one days’ notice in writing at the least and a meeting or a meeting for the
 passing of a special resolution shall be called by fourteen days’ notice in writing at the least.
The notice shall be exclusive of the day for which it is given and shall be given in the manner
hereafter mentioned or in such other manner, if any as may be prescribed by the company in
general meeting, to such persons as are under the regulations of the company, entitled to
receive such notices from the company.

PROCEEDINGS AT THE GENERAL MEETINGS

23. All business shall be deemed special that is transacted at an extraordinary general meeting and
also all that is transacted at a general meeting, with the exception of declaring a dividend, the
consideration of the accounts, balance sheets and the reports of the directors and auditors, the
elections of the directors in the place of those retiring and the appointment of and fixing the
remuneration of the auditors.
24. No business shall be transacted at any general meeting unless quorum of two members is
present at the time when the meeting proceeds to business.
25. If within half an hour from the time appointed for the meetings a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved in any case it shall
stand adjourned to the same day in the next week, at the same time and place or to such other
day and at such other time and place as the directors may determine 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.
26. The chairman, if any, of the board of directors shall preside as chairman of the general
meeting of the company, or if there is no such chairman or if he shall not present within
fifteen minutes after the time appointed for the holding of the general meeting or is unwilling
to act the directors present shall elect one of their members to be chairman of the meeting.

VOTES OF MEMBERS

27. Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every member present in person shall have one vote and on a poll,
every member shall have one vote for each share of which he is the holder.
28. In the case of joint holder, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the names stand in the register of
members.
29. A member of unsound mind in respect of whose estate a manager has been appointed under
the law relating to the administration of estates of persons of unsound mind may vote, whether
on a show of hands or on a poll, by his said manager, and any such manager may on a poll,
vote by proxy.
30. No member shall be entitled to vote at any general meeting unless all calls or others sums
presently payable by him in respect of shares in the company have been paid.
31. No member shall be entitled to vote at any general meeting, at the meeting or adjourned
meeting at which the vote objected to is given or tendered and every vote not disallowed at
such meeting shall be referred to the chairman of the meeting whose decision shall be final
and conclusive.
32. On a poll, votes may be given either personally or by proxy.
33. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
attorney duly authorized in writing, or if the appointer is a corporation, either under seal, or
under the hand of an officer or attorney duly authorized. A proxy need to be a member of the
company.
34. The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarial certified copy that power or authority shall be deposited at the
registered office of the company or at such other place within Uganda as is specified for that
purpose in the notice convening the meeting, not less than forty eight hours before the time for
holding the meeting or adjourned meeting, at which the person named in the instrument
purposes to vote, or, in the case of poll not less than twenty four hours before the time
appointed for the taking of the poll, and in default the instrument of proxy shall not be treated
as valid.
35. An instrument appointing a proxy may be in the form which the directors shall approve.

DIRECTORS
36. The number of the directors of the company shall not be less than two. The company may be
ordinary resolution increase or reduce the number of directors.
37. The remuneration of the directors shall from time to time be determined by the company in
the general meeting. Such remuneration shall be deemed to accrue from the day to day. The
directors may also be paid for all traveling, hotel and other expenses properly incurred by
them in attending returning from meetings of the directors or any committee of the directors
or general meetings of the company or in connection with the business of the company.
38. The shareholding qualifications for the directors may be fixed by the company in the general
meeting, and unless and until so fixed no qualification shall be required.

BORROWING POWERS

39. The directors may exercise all powers of the company to borrow money, and to mortgage or
charge its undertaking, property and uncalled capital, or any part thereof, and to issue
debenture, debenture stock and other securities whether outright or as security for any debit
ability or obligation of the company or of any third party.

POWERS AND DUTIES OF DIRECTORS

40. The business of the company shall be managed by the directors, who may pay all expenses
incurred in promoting and registering the company, and may exercise all such powers of the
company as are not by the Act or by these regulations required to be exercised by the
company in general meeting; subject never the less to any of these regulations to the
provisions of the Act and to such regulations being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the company in general meeting shall
invalidate any prior act of the directors which would have been valid if that regulation had not
been made.
41. The directors may from time to time and at any time by power of attorney appoint any
company, firm or person or body of persons, whether nominated directly or indirectly by the
directors, to be the attorneys of the company for such purpose and with such powers,
authorities and discretion (not exceeding, those vested in or exercisable by the directors under
these regulations) and for such period and subject to such conditions as they may think fit.
 PROCEEDINGS OF DIRECTORS
42. The directors may meet together for the dispatch of business, adjourn, and otherwise regulate
their meeting, as they think fit. Questions arising at any meeting shall be decided by the
majority of votes. A director may and the company secretary on the requisition of directors
shall, at any time summon a meeting of the directors. It shall not be necessary to give notice
of a meeting of directors to any director for the time being absent from Uganda, where his
address for services is not provided.
43. The continuing directors may act not withstanding any vacancy in their body, but if and so
long as their number is reduced below the number fixed by or pursuant to the regulations of
the company as the necessary quorum of directors, the continuing directors or director may act
for the purpose of increasing the number of directors to that number, or of summoning a
general meeting of the company but for no other purpose.
44. The chairman of the board shall preside at all meetings of the directors in his absence or
incapacity the managing director or such other directors as may be elected by the other
directors shall preside
45. The directors may delegate any of their powers to committees consisting of such member of
members of their body as they think fir, any committee formed shall in the exercise of the
powers so delegated conform to any regulation that may be imposed on it by the directors.
46. A committee may elect a chairman of his meeting, if no such chairman is elected or if at any
meeting the chairman is not present within thirty minutes after the time appointed for holding
the same, the members present may choose one of their member to be chairman of the
meeting.
47. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall
be determined by a majority of votes of the members present, and in the case of an equality of
votes, the chairman shall have a second or casting vote
48. All acts done by any meeting of the directors or of a committee of directors or by any person
acting as directors shall, notwithstanding that it afterwards be discovered that there was some
defect in the appointment of any such directors or person acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
49. A resolution in writing, signed by all the directors for the time being entitled to receive notice
of a meeting of the directors duly convened and held.

DISQUALIFICATION OF DIRECTORS

50. The office of director shall be vacated if the director

a) Resigns
b) Becomes of unsound mind
c) Becomes prohibited from being a director by reason of any court order
d) Dies
e) Shall for more than six months have been absent without permissions of the directors held
during that period.
51. The directors may from time to time appoint one or more of their body to the office of the
managing director for such a period and on such terms as they may think fit and, subject to the
terms of any agreement entered in to a particular case, may revoke such an appointment
52. A director so appointed shall not, whilst holding that office, be subject to retirement by
rotation or retirement of directors, but his appointment shall be automatically determined if he
cease from any cause to be a director.
53. A managing director shall receive such remuneration as the directors may determine.

SECRETARY

54. The directors shall appoint a secretary for such terms, at such remuneration and upon such
conditions as they may think fit, and the secretary so appointed may be removed by them.

COMPANY STAMP OR SEAL

55. The directors shall provide for the safe custody of the stamp or seal, which shall only be used
by the authority of the directors or of a committee of the directors authorized by the directors
by or in that behalf and every instrument to which the seal shall be affixed shall be signed by a
director and shall be countersigned by the secretary or by a second director or by some other
person appointed by the directors for the purpose.
 ACCOUNTS

56. The directors shall cause true account to be kept

a) Of the assets and liabilities of the company
b) Of all sums of money received and expended by the company and the manner in respect of
which such receipts and expenditure take place. The books of account shall be always open
for the inspection of the directors and shall be kept at a place decided by the directors.
57. The directors shall from time to time determine whether in any particular case or cases or
generally and to what extend and at what time and place and under what conditions or
regulations the accounts and books of the company or any of them shall be open to the
inspection of the members and no member (not being a director) shall have any right of
inspecting any book or documents of the company except as conferred by statute or authorized
by the directors.

AUDIT

58. Once at least in every year the accounts of the company shall be examined and the correctness
of the balance sheet as curtained by an auditor.
59. The director shall appoint the first auditor who will hold office until the first annual general
meeting.
60. The directors may fill up any casual vacancy in the office of the auditor.
61. The remuneration of the auditor shall be fixed by the company in general meeting, except that
the remuneration of any auditor appointed by the directors may be fixed by the directors.

CAPITALISATION OF PROFITS

62. The company in general meeting may upon the recommendation of the directors resolve that it
is desirable to capitalize any part of the accounts for the time being standing to the credit of
any of the company’s reserve accounts or to the credit the profit and loss accounts or
otherwise available for distribution, and accordingly that such sum be set free for distribution
amongst the members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions and conditions that the same be not paid in cash but be applied
either in or towards paying up any amounts for the time being unpaid or any shares held by
such members respectively.
 NOTICE

63. A notice may be given by the company to any members either personally or by sending it by
post to him or his registered address, and or if he has no registered address to his or her last
known address if any, supplied by him or her to the company for the giving of notice to him.
Where a notice is sent by post, service of the notice shall be deemed to have been effectives if
the notice is posted
64. Notice of every general meeting shall be given in any manner herein before authorized
to;
a) Every member at his or her registered addresses or last known address
b) Every person upon whom the ownership of a share devolves by reason of his being a legal
personal representatives or a trustee in bankruptcy of a member where the member but for his
death or bankruptcy would be entitled to receive notice of the meeting and
c) The auditor for the time being of the company

WINDING UP

65. If the company shall be wound up the liquidator may, with the sanction of an extraordinary
resolution of the company and any other sanction required by the Act, divide amongst the
members in space 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 such
division shall be carried out as between the members or different classes of members. The
liquidator may with the like sanction, vest the whole or any part of such assets in trustee upon
such trusts for the benefit of the contributors as the liquidators with the like sanction, shall
think fit, but so that no member shall be compelled to accept any shares or other securities
where on there is any liability

INDEMNITY

66. Every director, managing director, agent, auditor secretary and other officer for the time being
of the company shall be indemnified out of the assets of the company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is
give in his favour or in which he is acquitted or in connection with any application under the
companies Act in which relief is granted to him by the court.

We the several persons whose names and addresses appear below are subscribed and are
desirous of being formed into a company in pursuance of this article of association and
respectively agree to append our signatures against our respective names.

Names, address and Tel. Number of shares Signature/thumb print

No
Abima Swabiri 20
Oyooze Village, River Oli
Division.
Tel: 0777-276-554
Butele Jafari 20
Ondoruku Village, River
Oli Division.
Tel : 0788-349-960
Ajionzi Hillary 20
-------Village, Arua Hill
Division.
Tel : 0772-776-939
 Afani Drambele 20
Oli ‘A’ cell, River Oli
Division.
Tel : 0775-369-498
20

Witnesses to the above signature

Name………………………………………………………………

Address…………………………………………………………...

Sign…………………………………………………………………

Occupation………………………………………………………….