ARTICLES OF ASSOCIATION

OF

WALEED INFORMATION TECHNOLOGY LTD

GENERAL

1. The business of the Company shall be carried on and the Company shall be managed in accordance
with the laws and regulations of the Federal Republic of Nigeria.

2. The Company is a private limited liability company and shall not sell shares to the public.

a) The right to transfer shares is restricted as set forth in these articles.

b) The number of members of the Company shall be limited to five (5). Where two or more persons jointly
hold shares, they shall be treated as a single member.

c) Any invitation to the public to subscribe for any shares of the Company is strictly prohibited.

TRANSFER OF SHARES

3. No shares shall be issued at a discount.

4. No shares of the Company may be transferred without the written approval of the Board of Directors.
Any transfer made without such approval shall be deemed void. The Board may request information
about the transferee and may approve or deny the transfer at its sole discretion.

5. If a shareholder wishes to sell shares, they may do so to existing shareholders or, with Board approval,
to a third party. However, shares shall not be sold to the general public under any circumstances.

6. In the event of the death of a shareholder, the Company shall recognize as a member any person who
has been confirmed by a competent court of law to be the legal heir. If such a successor does not wish to
become a member, the Board may acquire the shares on behalf of the Company.

MANAGEMENT

7. The business of the Company shall be carried out in accordance with the objects stated in the
Memorandum of Association, under the management and direction of the Board of Directors, and
subject to the control of the General Meetings in line with these Articles.
8. The Company shall hold a General Meeting of members every year. The period between two Annual
General Meetings shall not exceed fifteen (15) months. The time and place of each meeting shall be
determined by the Board of Directors.

9. a) In addition to the Annual General Meeting, the Board of Directors may, whenever deemed necessary,
convene a Special General Meeting.

b) A Special General Meeting shall also be convened if requested in writing by members holding not less
than ten percent (10%) of the Company’s share capital.

10. No business shall be transacted at any General Meeting unless a quorum is present. Members
representing not less than fifty percent (50%) of the shares of the Company shall constitute a quorum.

VOTES OF MEMBERS

12.

a) Voting at every meeting shall be by a show of hands unless a poll is demanded by members holding not
less than ten percent (10%) of the Company’s shares.

b) On a show of hands, every member present shall have one (1) vote.

c) On a poll, each member shall have one (1) vote for every share held.

d) The result of a poll shall be final.

13. The number of Directors shall not be less than two (2). The initial Directors are:

NAME ADDRESS AND [Link] SHARE TAKEN BY EACH SIGNATURE

AHMAD ALI SABO.

ABUBAKAR TIJJANI.
NO 12 RIMIN KEBE UNGOGGO 30%
[DIRECTOR]

SANI AUWAL ADAM. 20%

14. The Company may, in General Meeting, increase or reduce the number of Directors and determine
the rotation in which they shall retire or remain.

15. The Board may appoint any shareholder to be a Director to fill a casual vacancy or as an addition to
the Board. Such appointments are valid until the next Annual General Meeting, at which point re-election
may occur.

POWERS AND DUTIES OF DIRECTORS

16. The business of the Company shall be managed by the Board of Directors, who may exercise all
powers of the Company that are not required by law or these Articles to be exercised by the Company in a
General Meeting. Any regulation made at a General Meeting shall not invalidate prior actions taken by the
Board which would have been valid without such regulation.

17. The Board may, when it deems necessary, secure loans or other forms of financing to further the
objectives of the Company. This includes the power to obtain mortgages or other security for such funds.
However, the Company shall not finance or participate in the purchase of its own shares.

18. The Board may appoint one or more Directors to act as Managing Director or Manager for such terms
and under such conditions as they think fit. Such appointments shall automatically terminate if the
appointee ceases to be a Director, or if the Company in a General Meeting resolves to terminate the
appointment.

BOARD MEETINGS

19. The Board shall meet at least twice a year to conduct Company business. The Board may adjourn and
regulate its meetings as necessary. Questions at any meeting shall be decided by a majority of votes. In
case of a tie, the Chairman shall have a casting vote. Any Director may summon a meeting, and the
Secretary shall call a meeting at the request of any Director(s).

20. Subject to the Companies and Allied Matters Act (CAMA), the quorum necessary for Board meetings
shall be determined by the Directors. Unless otherwise fixed, the presence of at least two (2) Directors
shall constitute a quorum.

DIVIDENDS AND RESERVE

21. The Company may, in a General Meeting, declare dividends. However, no dividend shall exceed the
amount recommended by the Board of Directors.

22. The Board may from time to time pay interim dividends, if in their opinion such payment is justified by
the Company’s profits.

23. Dividends shall only be paid from distributable profits. No dividend shall be paid out of capital.

24. The Board may, before recommending any dividend, set aside such sums as it considers appropriate
as reserves. These reserves may be used for contingencies, stabilizing dividends, or other purposes as
permitted by law. Reserves may also be invested or used in the business at the discretion of the Board.

POWER TO INCREASE CAPITAL

25. The Company may, by resolution, increase its share capital by issuing new shares of such amounts
and with such rights as may be determined. These may include preferential rights to dividends or capital,
or be subject to different conditions than existing shares.
ACCOUNTS

26. The Board of Directors shall ensure that proper books of accounts are maintained, including records
of:

a) All sums of money received and expended by the Company and the purpose of such transactions;

b) All sales and purchases of goods and services;

c) All assets and liabilities of the Company.

27. The books of accounts shall be kept at the registered office of the Company or at such other place as
the Board may determine, and shall be open for inspection by Directors at all times.

28. The Board shall determine the extent, timing, and conditions under which the accounts and records
may be inspected by members (who are not Directors). No such member shall have a right to inspect any
account or book except as authorized by law or by the Board or by a resolution in a General Meeting.

29. The Board shall ensure that, from time to time, profit and loss accounts, balance sheets, and other
financial statements are prepared and presented at General Meetings in accordance with the Companies
and Allied Matters Act (CAMA) 2020.

30. A copy of every balance sheet and the auditor’s report shall be sent to all persons entitled to receive
notices of General Meetings at least twenty-one (21) days prior to the meeting.

WINDING UP

31. The Company may be wound up voluntarily:

• By a resolution of the Board of Directors, confirmed by a special resolution passed at a General

ALTERATIONS

32. These Articles of Association and the Memorandum of Association may be amended by resolution
passed at a General Meeting, subject to prior approval by the Corporate Affairs Commission (CAC) of
Nigeria.
SUBSCRIBERS

We, the undersigned, being the shareholders of the Company, hereby agree to the terms of this Articles of
Association.

NAME ADDRESSES AND DESCRIPTIONS OF SIGNATURE

AHMAD ALI SABO.

NO 30 TUDUN WADA SULEIMAN NASARAWA KANO

[MANAGING DIRECTOR]

ABUBAKAR TIJJANI.

NO 12 RIMIN KEBE UNGOGGO

[DIRECTOR]

SANI AUWAL ADAM.

N0 9 ABEKITO ROAD KANO NIGERIA

[DIRECTOR]

WITNESS

NAMES OF WITNESS ADDRESSES SIGNATURE

ADAM AHITA
ID NO.09758865 NASARAWA BOMPAI KANO
OCCUPATION: CIVIL SERVANT STATE OF NIGERIA