THE COMPANIES ACT

(Cap 212)

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ZANLUX ENGINEERING LIMITED

Incorporated this day of 2024

DRAWN BY:
George Joel Mahona (Subscriber)
Mahona & Co. Advocates
P.O Box 11839
Dar Es Salaam,
Tanzania.
 Memorandum and Articles of Association of Zanlux Engineering Limited

THE COMPANIES ACT

(Cap 212)

COMPANY

LIMITED

MEMORANDUM OF ASSOCIATION

OF
ZANLUX ENGINEERING LIMITED

1. The name of the Company is ZANLUX ENGINEERING 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 being established are: -

i. To carry on the business of providing technical services (engineering)

and installation of equipment necessary for generating
renewable energy through solar system.
ii. To carry on the business as a General Commercial Company as
under section 7 (a) and (b) of the Companies Act, 2002 (CAP 212)
and accordingly the company is mandated to carry on any trade
or business whatsoever and it has power to do all such things as
are incidental or conducive to the carrying on of any trade or
business by it.
4. The liability of the members is Limited.
5. The share Capital of the Company is Tanzanian Shillings One
Hundred Million (TZS 100,000,000/=) divided into One Hundred (100)
Shares of Tanzania Shillings One Million (TZS 1,000,000) each. The
Company has power 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 conditions of issue shall otherwise expressly
declare, every issue of shares, whether declared to be preference
or otherwise, shall be subject to the power hereinbefore
contained. The shares in the original or any increased capital may
be divided into several classes and there may be attached
thereto, respectively any preferential, deferred or other

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 Memorandum and Articles of Association of Zanlux Engineering Limited

special rights, privileged, conditions or restrictions as to dividend capital,

voting or otherwise

WE, the several persons whose names and addresses 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 and AddressesNumber Signature

of Subscribers
of Shares of Subscribers
taken

ARMIN MAIRHOFER
BOX 11839 DAR ES
SALAAM

GEORGE JOEL MAHONA

BOX 11839 DAR ES
SALAAM

TOTAL

Dated at Dar es Salaam this 20 day of May 2024

WITNESS to the above Signature:

NAME: TWARAH YUSUPH

SIGNATURE: …………………………………

POSTAL ADDRESS: 11839 DSM

QUALIFICATION: ADVOCATE

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 Memorandum and Articles of Association of Zanlux Engineering Limited

THE COMPANIES ACT

(Cap 212)

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF
ZANLUX ENGINEERING LIMITED

1. The regulations in Table "A" in the First Schedule to Table "A" Not
the Companies Act, 2002 shall not apply to the to Apply
Company.

2. In these presents, if not inconsistent with the subject

or context, the words standing in the first column of the
table next hereinafter contained shall bear the
meanings set opposite to them respectively in the
second column thereof.

WORDS MEANINGS

The Act The Companies Act, No. 12 of 2002.

These presents These Articles of Association, as now

framed, or as from time to time
altered by Special Resolution.
Office The Registered Office of
the Company.

Seal The Common Seal of the Company.

Month Calendar month.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

Year Calendar year.

Writing Unless the contrary intention
appears, "writing" shall be construed
as including references to printing,
lithography, photography, and other
modes of representing or
reproducing words in a visible form.

Dividend Dividend and/or bonus.

The expressions "Debenture" and "Debenture holder" shall

include "Debenture Stock" and "Debenture Stockholder",
and the expression "Secretary" shall include a temporary or
assistant Secretary and any person appointed by the
Directors to perform any of the duties of the Secretary.

Save as aforesaid any words or expressions defined in the

Act shall, if not inconsistent with the subject or context,
bear the same meaning in these presents.

The marginal notes are inserted for convenience only and shall
not affect the construction of these presents.

Words importing the singular number only shall include the

plural and the converse shall also apply.

Words importing males shall include females.

3. The Company is a private Limited company and

accordingly:- Private
Limited
(a) The right to transfer shares is restricted in Company
manner hereinafter prescribed.

(b) the members of the company (exclusive of

persons who are in the employment of the
Company) is limited to fifty, PROVIDED THAT, where
two or more persons hold one or more shares in
the Company jointly, they shall, for the purpose
of this Article, be treated as a single member;

(c) any invitation to the public to subscribe for any

shares or debentures of the company is
prohibited;

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 Memorandum and Articles of Association of Zanlux Engineering Limited

(d) The Company shall not have power to issue

share warrants to bearer.

SHARE CAPITAL

4. The share Capital of the Company is Tanzanian Shillings

One Hundred million (TZS 100,000,000/=) divided into
One Hundred (100) Shares of Tanzania Shillings One Million Share Capital
(TZS 1,000,000) each.

LOANS BY THE COMPANY

5. No part of the funds of the Company shall be Company's own
employed in the purchase of or in loans upon the shares not to
security of the Company's shares. The Company shall be purchased
not, except as authorized by the Act, give any
financial assistance for the purpose of or in
connection with any purchase of share in the
Company.

RIGHTS OF SHARE HOLDERS

6. Without prejudice to any special rights previously

conferred on the holders of any shares or class of conditions
shares already issued (which special rights shall not be issuance of
modified or abrogated except with such consent or shares
sanction as is provided by the next in accordance with
the following Article) any share in the Company
(whether forming part of the original capital or not)
may be issued with such preferred, deferred or other
special rights, or such restrictions, whether in regard
to dividend, return of capital, voting or otherwise, as
the Company may from time to time by ordinary
resolution determine, and subject to the provisions of
the Act the Company may issue Preference Shares
which are, or which at the option of the Company are
to be, liable to be redeemed.

MODIFICATION OF RIGHTS

7. Whenever the capital of the Company is divided into

different classes of shares, the special rights attached
to
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 Memorandum and Articles of Association of Zanlux Engineering Limited

any class may, subject to the provisions of the Act, be How rights of
modified or abrogated, either with the consent in shares may
writing of the holders of three-fourths of the issued be modified
shares of the class, or with the sanction of a Special
Resolution passed at a separate General Meeting of
such holders (but not otherwise), and may be so
modified or abrogated either whilst the Company is a
going concern or during or in contemplation of a
winding up. To every such separate General Meeting
all the provisions of these presents relating to General
Meetings of the Company or to the proceedings
thereat, shall mutatis mutandis, apply, except that
the necessary quorum shall be two persons at least
holding or representing by proxy one-half in nominal
amount of the issued shares of the class (but so that if
at any adjourned meeting of such holders a quorum
as above defined is not present, those Members who
are present shall be a quorum), and that the holders of
shares of the class shall, on a poll, have one vote in
respect of every shares of the class held by them
respectively.

SHARES

8. Subject to the provisions of Article 38, unissued shares shall

be at the disposal of the Directors, and they may allot, Unissued shares at
grant options over, or otherwise dispose of them to the disposal of
Directors
such persons, at such times, and on such terms as
they think proper, but so that no shares shall be issued
at a discount, except in accordance with the Act.

9. In addition to all other powers of paying commissions, Power to pay

the Company (or the Directors on behalf of the commission
Company) may exercise the powers of paying and brokerage
commissions conferred by the Act, provided that the
rate per cent, or the amount of the commission paid or
agreed to be paid, shall be disclosed in the manner
required by the Act and the rate of the commission
shall not exceed the rate of ten per cent (10%) of the
price at which the shares in respect of which the
commission is paid are issued or an amount
equivalent thereto. The Company (or the Directors on
behalf of the Company) may also on any issue of Trustee shares
shares pay such brokerage as may be lawful.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

10. Shares may be held in the Company in trust for

beneficial owner.

CERTIFICATES
11. Every person whose name is entered as a Member in Issue of
the Register of Members shall be entitled without Certificates
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 of any one class or several certificates
each for one or more of his shares upon payment of
such sum, as the Directors shall from time to time
determine. Every certificate shall be issued under the
Seal. The certificate shall specify the shares or
securities to which it relates and the amount paid up
thereon. Provided that the Company shall not be
bound to register more than three persons as the joint
holders of any shares (except in the case of executors
of trustees of a deceased Member), and, in case of a
share or shares held jointly by several persons, the
Company shall not be bound to issue more than one
certificate therefore, and delivery of a certificate for a
share to one of several joint holders shall be sufficient
delivery to all such holders.
Renewal of
Certificates
12. If a share certificate be worn out, defaced, lost or
destroyed, it may be renewed on payment of such fee
(if any) and on such terms (if any) as to evidence,
indemnity and the payment of out of pocket expenses
of the Company for investigating evidence, as the
Directors think fit.

LIEN
Company's lien
13. The Company shall have a first and paramount lien on
every shares for all moneys (whether presently payable or
not) called or payable at a fixed time in respect of
such share; and the Company shall also have a first
and paramount lien and charge on all shares
(including fully paid shares) standing registered in the
name of each Member (whether solely or jointly with
others) for all the debts and liabilities of such Member
or his estate to the Company and that whether the
same shall have been

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 Memorandum and Articles of Association of Zanlux Engineering Limited

incurred before or after notice to the Company of any (except as

equitable or other interest in any person other than
such Member, and whether the period for the
payment or discharge or the same shall have actually
arrived or not and notwithstanding that the same are
joint debts or liabilities of such Member or his estate
and any other person, whether a Member of the
Company or not. The Company's lien (if any) on a
share shall extend to all dividends payable thereon
but the Directors may at any time declare any share
to be exempt wholly or partially from the provisions of
this Article.

14. The Company may sell, in such manner as the

Directors think fit, any share on which the Company has
a lien, but no sale shall be made unless a sum in
respect of which the lien exists is presently payable, nor
until the expiration of fourteen days after a notice in
writing, stating and demanding payment of the sum
presently payable, and giving notice of intention to sell
in default, shall have been given to the holder for the
time being of the share or the person entitled by
reason of his death or bankruptcy to the shares. For
giving effect to any such sale, the Directors may
authorize some person to transfer the shares sold to
the purchaser thereof. The purchaser shall be
registered as the holder of the shares comprised in
such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title
to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.

15. The net proceeds of such sale after payment of the

costs of such sale shall be applied in or towards
payment or satisfaction of the debt or liability in
respect whereof the lien exists, so far as the same is
presently payable and any residue shall (subject to a like
lien for debts or liabilities not presently payable as
existed upon the shares prior to the sale) be paid to
the person entitled to the shares at the time of the
sale.

CALLS ON SHARES

16. The Directors may from time to time make calls upon
the Members in respect of any moneys (whether on
account of the amount of the shares or by way of
premium) unpaid on their shares, provided that
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 Memorandum and Articles of Association of Zanlux Engineering Limited

Sale of shares subject to lien

Application of proceeds of such sale

Calls

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 Memorandum and Articles of Association of Zanlux Engineering Limited

otherwise fixed by the conditions of application or

allotment) no call on any shares shall exceed one-
fourth of the nominal amount of the share or be
payable at less than fourteen days from the last call,
and each Member shall (subject to receiving at least
fourteen days' notice specifying the time or times 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 revoked or postponed as the
Directors may determine.

17. A call shall be deemed to have been made at the time

when the resolution of the Directors authorizing the Time when made
call was passed. A call may be made payable by
installments.

18. The joint holders of a share shall be jointly and Liability of joint
severally liable to pay all calls in respect thereof. holders

19. If a sum called in respect of a share is not paid before

or on the day appointed for payment thereof, the Interest on calls
person from whom the sum is due shall pay interest
on the sum from the day appointed for payment
thereof to the time of actual payment at such rate not
exceeding Ten per cent (10%) per annum, as the
Directors may determine, but the Directors shall be at
liberty to waive payment of such interest wholly or in
part.

20. Any sum which by the terms of issue of a share Sums due on
becomes payable upon allotment or at any fixed date, allotment to be
whether on account of the amount of the shares or by treated as calls
way of premium, shall for all the purposes of these
presents be deemed to be a call duly made and
payable on the date on which by the terms of issue
the same becomes payable, and in case of non-
payment all the relevant provisions of these presents
as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified.

21. The Directors may from time to time make Power to

arrangements on the differentiate
issue of shares for a difference between the holders of
such shares in
The amount of calls to be paid and in the times of
payment.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

22. The Directors may, if they think fit, receive from any
Member willing to advance the same, all or any part of
the moneys unpaid upon the shares held by him Payment of calls in
advance
beyond the sums actually called up thereon as a
payment in advance of calls and such payment in
advance of calls shall extinguish, so far as the same
shall extend,

the liability upon the shares in respect of which it is

advanced, and upon the moneys so received, or so much
thereof as from time to time exceeds the amount of the
calls then made upon the shares in respect of which it has
been received the Company may pay interest at such rate
as the Member paying such sum and the Directors agree
upon.

TRANSFER OF SHARES
23. (a) Subject to the restrictions of these presents, all
transfers of shares may be effected by transfer Form of transfer
in writing in the usual common form or in any
other form in writing under hand approved by
the Directors.
Execution
(b) The instrument of transfer of a share shall be in
writing and shall be signed by or on behalf of
the transferor and transferee, and the transferor
shall be deemed to remain the holder of the
share until the name of the transferee is entered
in the Register of Members in respect thereof,
provided that the Directors may dispense with
the execution of the instrument of transfer by the
transferee in any case in which they think fit in
their discretion so to do.
Director's refusal to
24. The Director may, subject to compliance with the
register, and
requirements of the Act as to advertisement, closing register
suspend the registration of transfers at such time and
for such periods as they may from time to time
determine, but so that such registration shall not be
suspended for more than Thirty days in any year.
Custody of
instruments of
25. All instruments of transfer, which shall be registered, transfer
shall be retained by the Company but any instrument
of transfer, which the Directors may decline to register,
shall
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 Memorandum and Articles of Association of Zanlux Engineering Limited

on demand be returned to the person depositing it with

the Company.

The Directors may decline to recognize any instrument of

transfer unless:-

(a) Such fee, as the Directors may from time to

time require, is paid to the Company in respect
thereof; and

(b) The instrument of transfer is deposited at the

Office or such other place as the Director may
appoint, 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 transferor to make the
transfer.

TRANSMISSION OF SHARES
26. In case of the death of a Member the survivors or Transmission on
survivor where the deceased was a joint holder, and death
the executors or administrators of the deceased
where he was a sole or only surviving holder shall be
the only persons recognized by the Company as
having any title to his shares; but nothing herein
contained shall release the estate of a deceased
holder (whether sole or joint) from any liability in
respect of any share solely or jointly held by him.
Registration
of Execution
27. Any person becoming entitled to a share in and Trustees
consequence of the death or bankruptcy of a Member in Bankruptcy
may, upon such evidence as to his title being
produced as may from time to time be required by the
Directors, and subject as hereinafter provided, either
be registered himself as holder of the share or elect to
have some person nominated by him registered as
the transferee thereof.

28. If the person so becoming entitled shall elect to be

registered himself, he shall deliver or send to the Notice of Election
Company a notice in writing signed by him stating to be registered
and registration of
that he so elects. If he shall elect to have his nominee
nominee
registered, he shall testify his election by executing to
his nominee a transfer of such share. All the
limitations, restrictions and provisions of these presents
relating to the

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 Memorandum and Articles of Association of Zanlux Engineering Limited

right to transfer and the registration of transfer of

shares shall be applicable to any such notice or
transfer as aforesaid as if the death or bankruptcy of
the Member had not occurred and the notice or
transfer were a transfer executed by such Member.

29. A person becoming entitled to a share in

consequence of the death or bankruptcy of a Member Right of
shall be entitled to receive and may give a discharge unregistered
executors
for all dividends and other moneys payable in respect and trustee
of the shares, but he shall not be entitled to receive
notice of or to attend or vote at meetings of the
Company or, save as aforesaid, to any of the rights or
privileges of a Member until he shall have become a
Member in respect of the share, and should he fail
either to transfer the share or to elect to be registered
as a Member in respect thereof within sixty days of
being required so to do by the Directors, he shall in the
case of shares which are fully paid up be deemed to
have elected to be registered as a Member in respect
thereof, and may be registered accordingly.

FORFEITURE OF SHARES

30. If a Member fails to pay the whole or any part of any Notice requiring
payment of
call or installment of a call on the day appointed for Calls
payment thereof, the Directors may, at any time
thereafter during such time as any part of such call or
installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment
as is unpaid, serve a notice on him requiring payment
of so much of the call or installment as is unpaid,
together with any interest which may have accrued
and all expenses which may have been incurred by
the Company by reason of such non- payment.
Notice to state
time and place for
31. The notice shall name a further day (not being less payment
than seven days from the date of the notice) on or
before which and the place where the payment
required by the notice is to be made, and shall state
that in the event of non-payment at or before the time
and at the place appointed the shares in respect of
which the call was made will be liable to be forfeited.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

32. If the requirements of any such notice as aforesaid Forfeiture on non-

are not complied with, any share in respect of which compliance with
such notice has been given may at any time thereafter, notice
before payment of all calls and interest and expenses
due in respect thereof has been made, be forfeited by
a resolution of the Directors to that effect. Such
forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid
before forfeiture.
Notice after
33. When any share has been forfeited in accordance with forfeiture
these presents, notice of the forfeiture shall forthwith
be given to the holder of the share, or the person
entitled to the share by transmission, as the case may
be, and an entry of such notice having been given and
of the forfeiture with the date thereof shall forthwith be
made in the Register of Members opposite to the
entry of the shares; but no forfeiture shall be in any
manner invalidated by any accidental omission or
neglect to give such notice or to make such entry as
aforesaid.
Sale of
forfeited shares
34. A forfeited share shall become the property of the
Company and may be sold, re-allotted or otherwise
disposed of, either to the person who was, before
forfeiture, the holder thereof or entitled thereto, or to any
other person, upon such terms and in such manner as the
Directors shall think fit, and at any time before a sale, re-
allotment or disposition, the forfeiture may be cancelled
on such terms as the Directors think fit. The Directors
may if necessary, authorize some person to transfer a
forfeited share to any such other person as aforesaid.
Rights and
liabilities of
35. A person whose shares have been forfeited shall Members whose
cease to be a Member in respect of the forfeited shares have
shares, but shall, notwithstanding the forfeiture, remain been forfeited
liable to pay to the Company all moneys which, at the
date of the forfeiture, were payable by him to the
Company in respect of the shares, with interest
thereon as shall be determined by the Directors from
the date of forfeiture until payment, but the Directors
may waive payment of such interest either wholly or
in part and the Directors may enforce payment
without any allowance for the value of the shares at
the time of forfeiture.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

36. A statutory declaration in writing that the declarant is Title to forfeited

a Director or the Secretary of the Company, and that shares
a share has been duly forfeited on the date stated in
the declaration shall be conclusive evidence of the
facts therein stated as against all persons claiming to
be entitled to the share, and such declaration and the
receipt of the Company for the consideration (if any)
given for the share on the sale, re-allotment or
disposal thereof together with the certificate of
proprietorship of the share under seal delivered to a
purchaser or allottee thereof shall (subject to the
execution of a transfer if the same be required)
constitute a good title to the share, and the person to
whom the share is sold, reallotted or disposed of, shall
be registered as the holder of the share and shall not
be bound to see to 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, re-
allotment or disposal of the share.

INCREASE OF CAPITAL
37. The Company may from time to time by Ordinary
Resolution increase its share capital by such sum to Power to
increase capital
be divided into shares of such amount, as the resolution
shall prescribe.
Allotment of
38. The Company may by Ordinary Resolution direct that new shares
the new shares, or any of them shall be offered in the
first instance, either at par or at a premium, to the
then Members or to the holders of any class of shares
for the time being, in proportion to the number of
shares or shares of the class or group held by them
respectively, or make any other provisions as to the
issue of the new shares.

39. All new shares shall be subject to the provisions of Right and liabilities
these presets with reference to payment of calls, lien, attached to new
transfer, transmission, and forfeiture and otherwise shares
and, unless otherwise provided in accordance with the
powers contained in these presents, shall be Ordinary
Shares.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

ALTERATIONS OF CAPITAL

40. The Company may by Ordinary Resolution:- Power to

(a) Consolidate and divide all or any of its share consolidate
shares
capital into shares of larger amount than its existing
shares.
Power to cancel
(b) Cancel any shares which, at the date of the shares
passing of the resolution, have not been taken,
or agreed to be taken by any person, and
diminish the amount of its capital by the
amount of the shares so cancelled.
Power to
sub- divide
(c) Sub-divide its shares, or any of them, into shares shares
of smaller amount than is fixed by the
Memorandum of Association (subject,
nevertheless, to the provisions of the Act), and
so that the resolution whereby any share is sub-
divided may determine that, as between the
holders of the shares resulting from such sub-
division, one or more of the shares may have any
such preferred or other special rights over, or may
have such deferred rights, or be subject to any
such restrictions as compared with the others as
the Company has power to attach to unissued or
new shares.

(d) The company by Special Resolution may reduce

its capital or any capital redemption reserve Power to reduce
fund or any share premium account in any capital
manner authorized by the Act.

41. The Company may by Ordinary Resolution convert Conversion into

any paid-up shares into stock, and reconvert any stock
stock into paid-up shares of any denomination.

42. The holders of stock may transfer the same, or any

part thereof in the same manner, and subject to the Rights of
same regulations as and subject to which the shares stockholders to
from which the stock arose might previously to transfer stock
conversion have been transferred, or as near thereto as
circumstances admit; and the Directors may from time
to time fix the minimum amount of stock transferable
but so that such minimum

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 Memorandum and Articles of Association of Zanlux Engineering Limited

shall not exceed the nominal amount of the shares

from which the stock arose.

43. The holders of stock shall, according to the amount of

stock held by them, have the same rights, privileges Other rights and
and advantages as regards dividends, voting at privileges of
stockholders
meetings of the Company and other matters as if
they held the shares from which the stock arose, but
no such privileges or advantage (except participation
in the dividends and profits of the Company and in the
assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares,
have conferred that privilege or advantage.
44. Such of the regulations of the Company as are Application of
certain
applicable, to paid-up shares shall apply to stock, and regulations to
the words "share" and "shareholder" therein shall stock and
include "stock" and "stockholder". stockholders

GENERAL MEETINGS

45. A General Meeting shall be held as the Annual General

Meeting once in every year, at such time (within a
period of not more than fifteen months after the Annual
General
holding of the last preceding Annual General Meeting) Meeting
and place as may be determined by the Directors.
The General Meetings referred to in this Article shall be
called "Annual General Meetings". All General
Meetings other than Annual General Meetings shall be
called "Extraordinary Meetings".
46. The Directors may call an Extraordinary Meeting
whenever they think fit and shall, on requisition in Extraordinary
accordance with the Act, proceed to convene an Meetings
Extraordinary Meeting as required by the Act. In the
case of Extraordinary General Meeting called in
pursuance of a requisition, unless such meeting shall
have been called by the Directors, no business other
than that stated in the requisition as the objects of the
meeting shall be transacted.

NOTICE OF GENERAL MEETINGS

47. All meetings of Members shall be called by twenty- Notice of General
one days' notice in writing at the least. The notice Meetings required
shall be

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 Memorandum and Articles of Association of Zanlux Engineering Limited

exclusive of the day on which it is served or deemed

to be served and exclusive of the day for which it is
given, and shall specify the place, the day, and the
hour of meeting, and in case of special business, the
general nature of such business (and in the case of a
meeting convened for passing a Special Resolution,
the intention to propose such resolution as a Special
Resolution), and shall be given in manner hereinafter
mentioned to such persons as are, under the
provisions herein contained, entitled to receive
notices from the Company. With the consent in
writing of all Members entitled to receive notices from
the Company, a meeting may be convened by a
shorter notice and in such manner as such Members
may think fit.

48. The accidental omission to give notice to, or the non- Omission and
receipt of notice by, any Member, shall not invalidate non receipt of
the proceedings at any General Meeting. notice

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 Memorandum and Articles of Association of Zanlux Engineering Limited

PROCEEDINGS AT GENERAL MEETINGS

49. All business shall be deemed special that is

transacted at an Extraordinary Meeting, and also all Special business
business that is transacted at an Annual General
Meeting, with the exception of declaring dividends,
the reading and consideration of the accounts and
balance sheet and the ordinary reports of the
Directors and documents required to be annexed to
the balance sheet, the election of directors and
appointment of Auditors and other officers in the
place of those retiring by rotation or otherwise, the
fixing of the remuneration of the Auditors and the
voting of remuneration or extra remuneration to the
Directors.

50. Any person entitled to be present and vote at a Notice of resolutions and
meeting may submit any resolution or amendment amendments by
to the meeting, provided that at least five and not Members
more than fourteen clear days before the day
appointed for the meeting he shall have served upon
the Company a notice in writing signed by him,
containing the proposed resolution or amendment
and stating his intention to submit the same.

51. Upon receipt of any such notice as in the last

Issue of such notice
proceeding Article mentioned, the Secretary shall
include in the notice of the meeting in any case
where the notice of intention is received before the
notice of the meeting is issued, and shall in any other
case issue as quickly as possible to the Members
notice that such resolution or amendments will be
proposed. Any resolution or amendment of which
such notice has not been given shall in the case of a
resolution and may in the case of an amendment be
ruled out of order, and the ruling of the Chairman
shall be conclusive.
Quorum

52. No business shall be transacted at any General

Meeting unless a quorum is present when the
meeting proceeds to business; save as herein
otherwise provided two members present in person
or by proxy shall be a quorum for all purposes.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

53. If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting, if Adjournment if quorum
convened on the requisition of Members, shall be not present
dissolved. In any other 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 such adjourned meeting a quorum is not
present within fifteen minutes from the time
appointed for holding the meeting, the Members
present in person or by proxy shall be a quorum.

54. The Chairman of the Board of Directors if any shall

preside as Chairman at every General Meeting of Chairman of the Board
And
the Company. If at any meeting the Chairman is not
Election
present within thirty minutes after the time
appointed for holding the meeting, or be unwilling to
act as Chairman, the Members present shall choose
some Director, or if no Director be present, or if all
the Directors present decline to take the chair, they
shall choose some Member present to be Chairman.

55. The Chairman may with the consent of any meeting

at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to Adjournments
time and from place to place, but no business shall
be transacted at any adjourned meeting except
business which might lawfully have been transacted
at the meeting from which the adjournment took
place. When a meeting is adjourned for fourteen days
or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice
of an adjournment or of the business to be
transacted at an adjourned meeting.

56. At any General Meeting a resolution put to the vote

of the meeting shall be decided on a show of hands Method of Voting
unless a poll is (before or on the declaration of the
result of the show of hands) demanded by the
Chairman or by at least two Members present in
person or by proxy and entitled to vote, or by a
Member or Members entitled either by reason of
their own holding or as representatives or as proxies,
to cast one-tenth or more

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 Memorandum and Articles of Association of Zanlux Engineering Limited

of the votes which could be cast in respect of that

resolution if all persons entitled to vote thereon were
present at the meeting. Unless a poll is so
demanded, a declaration by the Chairman that a
resolution has been carried, or carried unanimously,
or by a particular majority, or lost, or not carried, and
an entry to that effect in the minute book shall be
conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favor of
or against such resolution.
Votes counted in error
57. If any votes shall be counted which ought not to
have been counted, or might have been rejected,
the error shall not vitiate the resolution unless the
same be pointed out at the same meeting, or at any
adjournment thereof, and not in that case unless it
shall in the opinion of the Chairman of the meeting
be of sufficient magnitude to vitiate the resolution.

58. If a poll is dully demanded, it shall be taken at such

How poll to be taken
time and in such manner (including the use of ballot or
voting papers or tickets) as the Chairman may direct,
and the result of a poll shall be deemed to be the
resolution of the meeting at which the poll was
demanded. The Chairman may in the event of a poll,
appoint scrutineers and may adjourn the meeting to
some place and time fixed by him for the purpose of
declaring the result of the poll. The demand for a poll
may with the consent of the Chairman of the meeting
be withdrawn.
Chairman's casting vote
59. 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 demanded shall be entitled to a Time for taking a poll
second or casting vote.

60. A poll demanded on the election of a Chairman or on

a question of adjournment shall be taken forthwith. Continuance of business
No notice need be given of a poll not taken after demand a poll
immediately.

61. The demand for a poll shall not prevent the

continuance of a meeting for the transaction of any
business other than the question on which the poll
has been demanded.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

VOTES OF MEMBERS

62. Subject to any special rights or restrictions as to

voting attached by or in accordance with these
Voting rights of Members
presents to any class of shares, on a show of hands
every Member who is present in person shall have
one vote and on a poll every member who is present
in person or by proxy shall have one vote for every
share of which he is the holder.

63. In the case of joint holders of a share, the vote of the Voting rights of joint
senior who tenders a vote, whether in person or by holders
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.

64. A Member of unsound mind, or in respect of whom Voting Rights of lunatic

an order has been made by any Court having Members
jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, curator bonis,
or other person in the nature of a committee or
curator bonis appointed by such Court, and such
committee, curator bonis or other person may on a
poll vote by proxy, provided that such evidence as
the Directors may require of the authority of the
person claiming to vote shall have been deposited at
the Office not less than three days before the time
for holding the meeting.

65. No Member shall, unless the Directors otherwise No right to vote where at
determine, be entitled to vote at a General Meeting a call is unpaid
either personally or by proxy, or to exercise any privilege
as a Member unless all calls or other sums presently
payable by him in respect of shares in the Company
have been paid.

66. No objection shall be raised to the qualifications of

any voter except at the meeting or adjourned Objections
meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the
Chairman of the meeting whose decision shall be Votes on a poll
final and conclusive.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

67. Votes may be given either personally or by proxy. On

a show of hands a Member (other than a
corporation) present only by proxy shall have no vote,
but a proxy for corporation may vote on a show of Voting of corporation
hands. A proxy need not be a Member of the
Company.

68 Any corporation which is a Member of the Company

may, by resolution of its directors or other governing
body, authorize any person to act as its
representative at any meeting of the Company or of
any class of members of the Company, and such
representative shall be entitled to exercise the same Execution of proxies
powers on behalf of the corporation which he
represent as if he had been an individual
shareholder, including power, when personally
present, to vote on a show of hands.
Deposit of proxies
69. 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 the common seal or under
the hand of an officer or attorney so authorized.

70. The instrument appointing a proxy and the power of

attorney or other authority (if any) under which it is
signed, or a notarially certified copy of such power or
authority, shall be deposited at the Office not less
than twenty-four hours before the time appointed for
holding the meeting or adjourned meeting, or in the
case of a poll not less than twenty-four hours before
the time appointed for the taking of the poll at which
the person named in the instrument proposes to
vote, and in default the instrument of proxy shall not
be treated as valid.
Form of proxies

71. An instrument of proxy may be in the usual common

form or in such other form as the Directors shall
prescribe. The proxy shall be deemed to include the
right to demand, or join in demanding, a poll, and
shall (except and to the extent to which the proxy is
specially directed to vote for or against any proposal)
include power generally to act at the meeting for the
Member giving the proxy. A proxy, whether in the
usual or common form or not shall, unless the
contrary is stated thereon, be valid as well for any
adjournment of the

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 Memorandum and Articles of Association of Zanlux Engineering Limited

meeting as for the meeting to which it relates, and

need not be witnessed. Intervening death or
insanity of principal not
72. A vote given in accordance with the terms of an to revoke proxy
instrument of proxy shall be valid, notwithstanding
the previous death or insanity of the principal or
revocation of the proxy, or of the authority under
which the proxy was executed, or the transfer of the
share in respect of which the proxy is given, provided
that no intimation in writing of such death, insanity,
revocation or transfer shall have been received by
the Company at the Office before the Number of Directors
commencement of the meeting or adjourned
meeting at which the proxy is used.
DIRECTORS

73. Unless and until otherwise determined by the

Company in a General Meeting, the number of
directors shall not be subject to any maximum but
shall be not less than two. The first directors of the
Company shall be:-

1. ARMIN MAIRHOFER
2. GEORGE JOEL MAHONA

74. The Directors shall be paid out of the funds of the Remuneration
of Directors
Company by way of remuneration for their services,
such sum as the Company in General Meeting may
from time to time determine. The Directors shall also
be paid all reasonable traveling, hotel and other
expenses incurred by them in connection with
attending and returning from Board Meetings or
otherwise in connection with the business of the
Company. Extra remuneration

75. Any Director who serves on any committee or who

devotes special attention to the business of the
Company or who otherwise performs services which,
in the opinion of the Board, are outside the scope of Vacation of office of
the ordinary duties of a Director, may be paid such Directors
extra remuneration by way of salary, percentage of
profits or otherwise as the Board may determine,
which shall be charged as part of the Company's
ordinary working expenses.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

76. The office of a Director shall be vacated in any of the

following events, namely:-
(a) If (not being an Executive Director holding
office as such for a fixed term) he resigns his
office by writing under his hand left at the
Office.
(b) If he has a receiving order made against him
or compounds with his creditors.

(c) If he be found lunatic or of unsound mind.

(d) If he be absent from meetings of the Directors

for six months without leave and the Directors
resolve that, by reason of such absence, his
office be vacated.

77. A Director may hold any other office or place of Power of Directors to
profit under the Company (other than the office of hold offices of profit and
Auditor) and may act in a professional capacity for to contract with
the Company in conjunction with his office of Company
Director, on such terms as to remuneration and
otherwise as the Board may determine, and no
Director or intending Director shall be disqualified by
his office from contracting with the Company, either
with regard to his tenure of any such other office or
place of profit, or as vendor, purchaser or otherwise,
nor shall any such contract, or any contract
arrangement entered into by or on behalf of the
Company in which any Director is in any way
interested be liable to be avoided, nor shall any
Director so contracting or being so interested be
liable to account to the Company for any profit
realized by any such contract or arrangement by
reason of such Director holding that office, or of the
fiduciary relating thereby established, provided that
the nature of the interest of the Director in such
contract or proposed contract or arrangement be
declared at the meeting of the Directors at which the
question is first taken into consideration if his interest
then exists, or in any other case at the next meeting
of the Directors held after he became interested. A
Director may vote in respect of any contract or
arrangement in which he is interested and be
counted in ascertaining whether a quorum is
present, provided that he gives notice of the nature
of his interest in any such contract or arrangement in
the
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 Memorandum and Articles of Association of Zanlux Engineering Limited

same manner as aforesaid. A general notice

sufficient given to the Board by a Director to the
effect that he is a member of or beneficially interested
in a specified firm or company and is to be regarded
as interested in any contracts or arrangements
which may be made with that firm or company after
the date of such notice shall be sufficient declaration
of interest under this Article.

78. The Directors shall elect from amongst their own body
a Chairperson of the Board of Directors on such terms Chairman
and for such period (subject always to the provisions of
these presents) as they may think fit, provided any
decision shall be made by discussion and agreement
through all directors.

79. Subject to any provisions to the contrary contained

in the Act or in these presents, the Directors may entrust Powers of Chairman and
Executive Directors
to and confer upon the Chairman and upon a
Director holding any such executive office as
aforesaid any of the powers exercisable by them as
Directors upon such terms and conditions and with
such restrictions as they think fit, and either collaterally
with or to the exclusion of their own powers, and may
from time to time revoke, withdraw, alter or vary all
or any such powers.

80. The Company in General Meeting may from time to

time increase or reduce the number of Directors. Power to increase
number of Directors
81. The Director shall by a resolution of the Board have
power at any time, and from time to time, to appoint Power to fill
any person to be a Director, either to fill a casual casual vacancies
vacancy or as an addition to the existing Board, but and to appoint
so that the total number of Directors shall not at any additional
Directors
time exceed the maximum number fixed by or in
accordance with these presents.

82. The shareholders may by an extraordinary resolution

remove any Director before the expiration of his
Removal of Directors
period of office, and may appoint another person in
his stead.

POWERS OF DIRECTORS

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 Memorandum and Articles of Association of Zanlux Engineering Limited

General power of
83. The business of the Company shall be managed by Directors to
the Directors, who may exercise all such powers of manage Company's
the Company as are not by the Act or by these business
presents required to be exercised by the Company in
the General Meeting, subject nevertheless to any
regulations of these presents, to the provisions of
the Act, and to such regulations, being not
inconsistent with the aforesaid regulations or
provisions, as may be prescribed by Special
Resolution of the Company, but no regulation so
made by the Company shall invalidate any prior act
of the Directors which would have been valid if such
regulation had not been made. The general powers
given by this Article shall not be limited or restricted
by any special authority or power given to the
Directors by any other Article.

84. The Directors may arrange that any branch of the Organization of subsidiary
business carried on by the Company or any other companies
business in which the Company may be interested
shall be carried on by or through one or more
subsidiary companies, and they may on behalf of the
Company make such arrangements as they think
advisable for taking the profits or bearing the losses of
any branch or business so carried on or financing,
assisting or subsidizing any such subsidiary company or
guaranteeing its contracts, obligations or liabilities and
they may appoint, remove and re-appoint any persons
(whether members of their own body or not) to act as
directors, executive Directors or managers of any such
company or any other company in which the Company
may be interested, and may determine the
remuneration (whether by way of salary, commission
on profits or otherwise) of any person so appointed,
and any Directors of this Company may retain any
remuneration so payable to them.
Power to appoint attorneys
85. The Directors may from time to time and at any time
by power of attorney under the Seal appoint any
company, firm or person or any fluctuating body of
persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the
Company for such purposes and with such powers,
authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these
presents) and for such period and subject to such
conditions as they may think fit, and any such power

28
 Memorandum and Articles of Association of Zanlux Engineering Limited

of attorney may contain such provisions for the

protection and convenience of persons dealing with
any such attorney as the Directors may think fit, and
may also authorize any such attorney to sub-delegate
all or any of the powers, authorities and discretion Power to have a seal for
vested in him. use abroad

86. The Company may exercise the powers conferred by

the Act with regard to having an official seal for use
abroad, and such powers shall be vested in the
Directors.

87. The Directors on behalf of the Company may use the

seal to endorse the documents related to company
business and cause such document to be recognized
as if it was endorsed by all directors of the company

BORROWING POWERS
Power to borrow and to
give security
88. The Directors may raise or borrow for the purposes of
the Company's business such sum or sums of money as
they may in their absolute discretion think fit. The Directors
may secure the repayment or raise any such sums as
aforesaid by legal or equitable Mortgage or charge
upon the whole or any part of the property and assets
of the Company, present and future, including its
uncalled capital, or by the issue at such price as they
may think fit, of debentures and debenture stock either
charged upon the whole or any part of the property
and the assets (including its uncalled Capital) of the
Company or not so charged, or in such other way as
the Directors may think expedient.
Holding of concurrent office
89. Subject to the provisions of Article 77 of these presents,
a Director of this Company may be or become a
director or other officer of, or otherwise interested in,
any company including but not limited to any
company promoted by this Company or in which this
Company may be interested as shareholder or
otherwise, and no such Director shall be accountable
for any remuneration or other benefits received by him
as director or officer of, or from his interest in such other
company. The Board may also exercise the voting power
conferred by the shares in favor of any resolution
appointing it or any of its number, directors or officers
of such other company. Furthermore, any Director of
this Company may vote in favor of the exercise of
such voting rights in manner aforesaid

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 Memorandum and Articles of Association of Zanlux Engineering Limited

notwithstanding that he may be or be about to

become a director or officer of such other company
and as such or in any other manner is or may be
interested in the exercise of such voting rights in a
manner aforesaid.
Signature of cheques and bills
90. All cheques, promissory notes, bills of exchange, and
other negotiable or transferable instruments and all
receipts for moneys 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.

Board Meetings
PROCEEDINGS OF DIRECTORS

91. (A) The Directors may meet together for dispatch of

business, adjourn and otherwise regulate their
meetings as they think fit. Questions arising at
any meeting shall be determined by a majority of
votes; the Chairman shall have a second or
casting vote. A Director may, and the Secretary
on the requisition of a Director shall, at any time,
summon a meeting of the Directors.
(b) Provided that the requisite notices are served
upon Directors and subject to the consent of a
majority of such Directors, Directors can
conduct their meetings on telephone, and all
meetings so conducted shall be deemed to have
the same status as meetings at which the
Directors have physically convened.
Quorum

92. The quorum necessary for the transaction of the

business of the Directors may be fixed by the Directors,
and unless so fixed at any other number shall be Two. Proceedings in case of
vacancies
93. The continuing Directors may act notwithstanding any
vacancies in the Board, but if and so long as the
number of Directors is reduced below the minimum
number fixed by or in accordance with these presents,
the continuing Directors or Director may act for the
purpose of filling up vacancies in the Board or of
summoning General Meetings of the Company, but not
for any other purpose. If there be no Directors or
Director able or willing to act,

30
 Memorandum and Articles of Association of Zanlux Engineering Limited

then any shareholder may summon a General Meeting

of shareholders for the purpose of appointing
Directors. Chairman

94. If at any meeting the Chairman shall be not present within

fifteen minutes after the time appointed for holding
the same, the Directors present may choose one of
their number to be Chairman of the meeting. Resolutions in writing

95. A resolution in writing, signed by all the Directors for

the time being, shall be effective as a resolution
passed at a meeting of the Directors duly convened
and held, and may consist of several documents in Powers of meeting at which a
quorum is present
the like form, each signed by one or more of the
Directors.

96. A meeting of the Directors for the time being, at which Power to appoint committees
a quorum is present, shall be competent to exercise
all powers and discretion for the time being
exercisable by the Directors.

97. Without prejudice and in addition to the Provisions of

Article 83, the Directors may delegate any of their powers
to committees consisting of such number of members
of their body as they think fit. Any committee so formed
shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on
them by the Directors. Proceedings at committee
meetings
98. The meetings and proceedings of any such
committee, consisting of two or more members, shall
be governed by the provisions of these presents
regulating the meetings and proceedings of the
Directors, so far as the same are applicable and are
not superseded by any regulations made by the Validity of acts of Directors in
Directors under the last preceding Article. spite of some formal defect

99. All acts done by any meeting of Directors, or of a

committee of Directors, or by any person acting as a
Director, shall as regards all persons dealing in good
faith with the Company, notwithstanding that there was
some defect in the appointment of any such Director, or
person acting as aforesaid, or that they or any of them
were disqualified, or had vacated office or were not
entitled to vote, be as valid as if every such person
had been duly appointed, and was qualified and had
continued to be a Director and had been entitled to
vote.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

ALTERNATE DIRECTORS

100. Any Director may at any time appoint any person

approved by the Board to be an Alternate Director of
the Company and may at any time remove any Provisions for appointing
Alternate Director so appointed by him from office. An and removing Alternate
Alternate Director so appointed shall not be entitled to Directors
receive any remuneration from the Company or to
appoint an Alternate, but shall otherwise be subject to
the provisions of these presents with regard to
Directors. An alternate Director shall be entitled to
receive notices of all meetings of the Board, and to
attend and vote as a Director at any such meeting at
which the Director appointing him is not personally
present, and generally to perform all the functions of
his appointer as a Director in the absence of such
appointer. An Alternate shall ipso facto cease to be an
Alternate Director if his appointer ceases for any
reason to be a Director. All appointments and
removals of Alternate Directors shall be effected by
writing under the hand of the Director making or
revoking such appointment left at the office.
MINUTES

101. The Directors shall cause proper minutes to be made Records of appointments and
in books to be provided for the purpose of all proceedings to be kept
appointments of officers made by the Directors, of the
proceedings of all meetings of Directors and
committees of Directors and of the attendances
thereat, and of the proceedings of all meetings of the
Company and all business transacted, resolutions
passed and orders made at such meetings, and any
such minute of such meetings if purporting to be signed
by the Chairman of such meeting, or by the Chairman
of the next succeeding meeting of the Company or
Directors or committee, as the case may be, shall be
sufficient evidence without any further proof of the
facts therein stated.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

THE SEAL

102. The Seal of the Company shall not be affixed to

any instrument except by the authority of a resolution
of the Board and shall be so affixed in the presence of
at least one Director and the Secretary or some other
person approved by the Board, both of whom shall Formalities for affixing seal
sign every instrument to which the Seal is so affixed in
their presence.

AUTHENTICATION OF DOCUMENTS

103. Any Director or the Secretary or any person appointed

by the Directors for the purpose shall have power to
authenticate any documents affecting the constitution
of the Company (including the Memorandum and Power to authenticate
Articles of Association) and any resolutions passed by documents
the Company or the Board, and any books, records,
documents and accounts relating to the business of
the Company, and to certify copies thereof or extracts
therefrom as true copies or extracts, and where any
books, records, documents or accounts are elsewhere
than at the Office, the local manager or other officer
of the Company having the custody thereof shall be
deemed to be a person appointed by the Directors as
aforesaid.

DIVIDENDS

104. Subject to any special rights as to dividend attached

to any new class of shares in accordance with these Payment of dividends
presents, the profits of the Company available for
dividend and resolved to be distributed in respect of
any financial year or other period for which the
Company's accounts are made up and submitted to
the Company in General Meeting shall be apportioned
and paid to the Members according to the amounts
paid on the shares held by them respectively during
any portion or portions of the period in respect of
which the dividend is paid but if any share is issued on
terms providing that it shall rank for dividends as from
a particular date, such share shall rank for dividends
accordingly.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

105. No dividend shall be payable except out of the profits

of the Company, or in excess of the amount Dividends payable only out
recommended by the Directors. of profits

106. Any General Meeting declaring a dividend may resolve

that such dividend be paid wholly or in part by the
distribution of specific assets, and in particular of paid
up shares, debentures or debenture stock of the
Company, or paid up shares, debentures or debenture
stock of any other company, or in any one or more of
such ways.

107. If and so far as in the opinion of the Directors the

profits of the Company justify such payments, the Payment of interim
Directors may pay to the holders of any class of shares dividends
interim dividends thereon of such amounts and on such
dates as they think fit.
108. No unpaid dividend, bonus or interest shall bear
interest as against the Company. Dividends not to bear
interest
109. The Directors may retain any dividends and bonuses
payable on shares on which the Company has a lien,
and may apply the same in or towards satisfaction of Retention of dividends
the debts, liabilities or engagements in respect of
which the lien exists.

110. The payment by the Directors of any unclaimed

dividend into an unclaimed dividend account shall not
constitute the Company a trustee in respect thereof, Unclaimed dividends
and any dividend unclaimed after a period of twelve
years from the date of declaration of such dividend
shall be forfeited and shall revert to the Company.

111. If several persons are registered as joint holders of

any share any one of them may give effectual receipts Dividends due to joint
for any dividend or other moneys payable on or in holders
respect of the share.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

RESERVES
112. The Directors may from time to time set aside out of
the profits of the Company and carry to reserve such Carry profit, Application
sums as they think proper which shall at the discretion of reserve,
Division of reserve into
of the Directors be applicable for meeting special
contingencies or for the gradual liquidation of any Funds, Power to carry
debt or liability of the Company or for repairing or forward profits
maintaining the works plant and machinery of the
Company or for special dividends or bonuses or for
equalizing dividends or for any other purposes to
which the profits of the Company may properly be
applied and pending such application may at the 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 think fit. The
Directors may divide the reserve into such special
funds as they think fit, and may consolidate into one
fund any special funds or any parts of any special
funds into which the reserve may have been divided as
they think fit. The Directors may also without placing
the same to reserve carry forward any profits which
they may think it not prudent to divide.

113. The Directors may establish a reserve to be called the

Power to establish and
Capital Reserve, which shall not be available for
deal with a Capital
dividend, but which shall be available to meet Reserve
depreciation or contingencies or for repairing, improving,
or maintaining any property of the Company or for
such other purposes as the Directors may in their
discretion think conducive to the interests of the
Company, and the Directors may invest the sums
standing to the Capital Reserve in such investments as
they think fit, other than shares or stock of the
Company, and may from time to time deal with or vary
such investments and dispose of all or any part thereof
with full power to employ the Capital Reserve in the
business of the Company, and that without keeping it
separate from the other assets and with power to divide
the said Capital Reserve into separate accounts or
funds if they think fit.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

CAPITALIZATION OF PROFITS AND RESERVES Power to capitalize profits

114. The Company in General Meeting may, upon the

recommendation of the Directors, resolve that it is
desirable to capitalize any undivided profits of the
Company not required for paying the fixed dividends
or Preference Shares if any (including profits carried
and standing to the credit of any reserve or reserves or
other special account), and accordingly that the
Directors be authorized and directed to appropriate
the profits resolved to be capitalized to the Members
in the proportions in which such profits would have
been divisible amongst them had the same been
applied in paying dividends instead of being
capitalized, and to apply such profits on their behalf,
either in or towards paying up the amounts, if any, for
the time being unpaid on any shares held by such
Members respectively, or in paying up in full unissued
shares, debentures or securities of the Company of a
nominal amounts equal to such profits, such shares,
debentures or securities to be allotted and distributed
credited as fully paid up, to and amongst such
Members in the proportion aforesaid, or partly in one
way and partly in the other.
ACCOUNTS

115. The Directors shall cause proper books of account to Directors to keep
proper accounts
be kept with respect to:-

(a) all sums of money received and expended by

the Company and the matters in respect of which
such receipt and expenditure takes place;

(b) all sales and purchases of goods by the

Company; and

(c) The assets and liabilities of the Company.

Inspection of books
116. The books of account shall be kept at the Office, or at
such other place as the Directors think fit, and shall always
be open to the inspection of the Directors. No Member
(other than a Director) shall have any right of
inspecting any account or book or document of the
Company except as conferred by the Act or
authorized by the Directors or by the Company in
General Meeting.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

117. The Directors shall once at least in every year lay

before the Company in General Meeting a profit and Submission of balance sheets
loss account and a balance sheet containing a general and profits and loss account
summary of the capital, the assets, and the liabilities
of the Company arranged under suitable heads, both
made up to a date not more than six months before
the meeting.

118. Every such balance sheet as aforesaid shall be signed

on behalf of the Board by two of the Directors, and Signature of balance sheets
shall have attached to it a report of the Directors as to
the state of the Company's affairs and the amount
which they recommend to be paid by way of dividend
to the Members, and the amount (if any) which they
have carried or propose to carry to the Capital
Reserve, Fund, general reserve or reserve account
shown specifically on the balance sheet or to be shown
specifically on a subsequent balance sheet. The
balance sheet shall also have attached or annexed to
it, the Auditors' report and such other documents as
the Act may require.

AUDIT
119. The Company shall at each Annual General Meeting
appoint an Auditor or Auditors to hold office until the Appointment of Auditors
next ensuing Annual General Meeting. The Auditor's
report shall be read before the Company at the Annual
General Meeting and shall be open to inspection by
any Member. The Auditors' duties shall be regulated in
accordance with the Act.

120. No Director or other officer of neither the Company Directors not be Auditors
nor any person who is a partner of or in the
employment of an officer of the Company, or any
corporation, shall be capable of being appointed
Auditor of the Company.

NOTICES
121. Any notice or document may be served by the Service of Notices
Company on any Member wherever resident either
personally or by fax or telex or by sending it through
the post in a prepaid letter addressed to such Member
at his registered address as appearing in the Register of
Members, provided that if such address is outside
Tanzania, such letter shall be sent by air mail. In respect
of joint holdings, all notices shall be given to that one of
the joint holders whose name stands

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 Memorandum and Articles of Association of Zanlux Engineering Limited

first in the Register of Members, and notice so given shall

be sufficient notice to all the joint holders.

122. Any notice or other document, if sent by telefax or

telex shall be deemed to have been served as soon as Proof of postage to be
the message has been transmitted, and if served by Sufficient proof of service
post, shall be deemed to have been served Ninety-six
hours after the letter containing the same is posted,
and in proving such service it shall be sufficient to
prove that the letter containing the notice or
document was properly addressed, stamped and
posted.
Service to be sufficient not-
123. Any notice or document delivered or sent by post to withstanding death or
or left at the registered address of any Member in bankruptcy of Member served
pursuance of these presents shall, notwithstanding
that such Member be then dead or bankrupt, and
whether or not the Company have notice of his death
or bankruptcy, be deemed to have been duly served
in respect of any share registered in the name of such
Member as sole or joint holder, and such service shall
for all purposes be deemed a sufficient service of such
notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the
share.

WINDING-UP
124. If the Company shall be wound up (whether the
liquidation is voluntary, under supervision, or by the Liquidation and Liquidator
Court), the liquidator may with the authority of a
Special Resolution, divide among the Members in
specie or kind the whole or any part of the assets of
the Company and whether or not the assets shall
consist of property of one kind or shall consist of
properties of different kinds and may for such purpose
set such value as he deems fair upon any one or more
class or classes of property 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 authority, vest any part of the
assets in trustees upon such trusts for the benefit of
Members as the Liquidator with the like authority shall
think fit, and the liquidation of the Company may be
closed and the Company dissolved, but so that no
contributory shall be compelled to accept any shares
in respect of which there is a liability.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

INDEMNITY
125. Subject to the provisions of the Act every Director,
Managing Agent, Auditor, Manager, Secretary or Indemnity of Directors
officer or Servant of the Company shall be entitled to and officers or servants
be indemnified by the Company against all costs,
charges, losses, expenses and liabilities incurred by
him in the execution and discharge of his duties or in
relation thereto.

126. No Directors, Managing Agent, Auditor or other officers

of the Company shall be liable for the acts, receipts,
neglects or defaults of any other Director or Officer, or
for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company
through the insufficiency or deficiency of title to any
property acquired by order of the Directors for or on
behalf of the Company, or for the insufficiency or
deficiency or any security in or upon which any of the
moneys of the Company shall be invested, or for any
loss or damage arising from the bankruptcy, insolvency
or tortuous act of any person with whom any moneys,
securities or effects shall be deposited, or for any loss
occasioned by any error of judgment, omission, default
or oversight on his part, or for any other loss, damages
or misfortune whatsoever which shall happen in
relation to the execution of the duties of his office or in
relation thereto, unless the same happen through his
own dishonesty.

WE, the several persons whose names and addresses are

subscribed, are desirous of being formed 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 our respective names.

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 Memorandum and Articles of Association of Zanlux Engineering Limited

Names and Addresses Number Signature

of Subscribers
of Shares of Subscribers
taken

ARMIN MAIRHOFER 95
P.O BOX 11839
DAR ES SALAAM

GEORGE JOEL MAHONA

P.O BOX 11839 5
DAR ES SALAAM

TOTAL 100

Dated at Dar es Salaam this 20 day of May 2024

WITNESS to the above Signature:

NAME: TWARAH YUSUPH

SIGNATURE: …………………………………

POSTAL ADDRESS: 11839 DSM

QUALIFICATION: ADVOCATE

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