THE COMPANIES ACT (CAP. 486)_______

THE COMPANIES ACT (CAP. 486)

_________________

COMPANY LIMITED BY SHARES

_________________


ARTICLES OF ASSOCIATION

OF

"UNITED OFOQ KENYA" LIMITED



PRELIMINARY


1. In these Articles, unless the context otherwise requires, expressions defined in the Companies Act (Cap. 486) or any statutory modification thereof in force at the date at which these Articles become binding on the Company, shall have the meanings so defined and 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, namely:



Words Meanings

The Act The Companies Act (Cap. 486).

The Statutes The Act, and every statutory modification thereof

for the time being in force and every other Act for

the time being in force affecting the Company.

These Articles These Articles of Association as now framed or as

may from time to time be altered by special

resolution.

The Office The Registered Office for the time being of the

Company.

The Seal The Common Seal of the Company.

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The Directors The Directors of the Company or the

Directors present at a duly convened meeting of

Directors at which a quorum is present.

The Board The Directors or a quorum of them acting as the

Board of the Company.

Member Member of the Company.

The Register The Register of members of the Company.

Paid Up Paid up or credited as paid up.

Dividend Dividend or bonus.

Year Year from the 1st January to the 31st December

inclusive.

Month Calendar month.

In writing Written or produced by any substitute for writing,

or partly written and partly so produced.

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

Words importing the masculine gender only shall include the feminine gender, and

Words importing persons shall include corporations and 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.

Reference herein to any provisions of the Act shall, where the context so admits, be construed as a reference to such provision as modified by any statute for the time being in force.

2. The Regulations in Table "A" in the First Schedule to the Companies Act (Cap. 486) shall not apply to the Company.

PRIVATE COMPANY

3. The Company is a private company and accordingly:

(a) The right to transfer shares in the Company shall be limited in the manner hereinafter appearing.

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(b) The number of Members shall be limited to Fifty, not including persons who are in the employment of the Company and persons who, having been formerly in the employment, have continued after the determination of that employment to be Members; provided that where Two or more persons hold one or more shares in the Company jointly, they shall for the purposes of this paragraph be treated as a single member.

(c) No invitation shall be made to the public to subscribe for any shares or debentures in the Company.

(d) the Company shall not have power to issue share warrants to bearer.

UNDERWRITING

4. The Company may exercise the powers of paying commissions conferred by the Statutes; provided that the commission paid or agreed to be paid shall not exceed ten per cent (10%) of the price at which the shares in respect of which the commission is paid, are issued and shall be disclosed in the manner required by the Statutes. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful.

SHARE CAPITAL

5. The share capital of the Company is Kenya Shillings One Hundred Thousand (Kshs. 100,000/-) divided into One Hundred (100) shares of Kenya Shillings One Thousand (Kshs. 1,000/-) each.

SHARES

6. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any shares except an absolute right to the entirety thereof in the registered holder.

7. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such

preferred, deferred or other special rights or such restrictions, whether in regard to

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dividend, voting, return of capital or otherwise as the Company may from time to time by

ordinary resolution determine.

8. The Company may by special resolution create and sanction the issue of Preference shares which are, or at the option of the Company are to be, liable to be redeemed, subject to and in accordance with the provisions of the Statutes. The special resolution sanctioning any such issue shall also specify by way of an addition to these Articles the terms in which and the manner in which any such Preference shares shall be redeemed.

9. If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed after a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be Two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll and if at any adjourned meeting of such holders a quorum is not present, the holders present shall form a quorum.

10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

النتائج (العربية) 1:

قانون الشركات (الفصل 486)_________________شركة محدودة بالأسهم_________________النظام الأساسيمن"المتحدة كينيا الأفق لأعمال" محدودةأولى1-في هذه المواد، ما لم يقتضي السياق خلاف ذلك، التعابير المعرفة في "قانون الشركات" (الفصل 486) أو أي تعديل قانوني منه بالقوة في وقت فيه هذه المواد التي تصبح ملزمة للشركة، والمعاني حتى المعرفة ويتحمل عبارة الدائمة في العمود الأول من الجدول التالي الوارد فيما يلي مجموعة المعاني المقابلة لها في العمود الثاني على التوالي منها ، إلا وهي: معاني الكلماتقانون قانون الشركات (الفصل 486)."القانون الأساسي"، وكل تعديل قانوني لهافي الوقت الحاضر في القوة، وكل فعل آخرالوقت الحاضر في القوة التي تؤثر على الشركة.هذه "المقالات هذه المواد من الرابطة" مؤطرة الآن أوقد يكون تغيير من وقت لآخر بالخاصالقرار.مكتب مسجل مكتب في الوقت الراهنالشركة.ختم ختم الشركة المشتركة.1 المديرون إدارة الشركة أوالإدارة الحالية في اجتماع عقد على النحو الواجب منالإدارة الذي النصاب قانوني الحالي.مجلس الإدارة أو نصابا منها بوصفهامجلس إدارة الشركة.عضو عضو من الشركة."سجل سجل" أعضاء الشركة.المدفوع حتى مدفوع أو يقيد لحساب المدفوع.عائد عائد أو مكافأة.سنة أخرى من 1 كانون الثاني/يناير إلى 31 كانون الأول/ديسمبرinclusive.Month Calendar month.In writing Written or produced by any substitute for writing,or partly written and partly so produced.Words importing the singular number only shall include the plural number and vice versa, andWords importing the masculine gender only shall include the feminine gender, andWords importing persons shall include corporations and 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.Reference herein to any provisions of the Act shall, where the context so admits, be construed as a reference to such provision as modified by any statute for the time being in force.2. The Regulations in Table "A" in the First Schedule to the Companies Act (Cap. 486) shall not apply to the Company. PRIVATE COMPANY3. The Company is a private company and accordingly: (a) The right to transfer shares in the Company shall be limited in the manner hereinafter appearing. 2 (b) The number of Members shall be limited to Fifty, not including persons who are in the employment of the Company and persons who, having been formerly in the employment, have continued after the determination of that employment to be Members; provided that where Two or more persons hold one or more shares in the Company jointly, they shall for the purposes of this paragraph be treated as a single member. (c) No invitation shall be made to the public to subscribe for any shares or debentures in the Company. (d) the Company shall not have power to issue share warrants to bearer. UNDERWRITING4. The Company may exercise the powers of paying commissions conferred by the Statutes; provided that the commission paid or agreed to be paid shall not exceed ten per cent (10%) of the price at which the shares in respect of which the commission is paid, are issued and shall be disclosed in the manner required by the Statutes. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful. SHARE CAPITAL5. The share capital of the Company is Kenya Shillings One Hundred Thousand (Kshs. 100,000/-) divided into One Hundred (100) shares of Kenya Shillings One Thousand (Kshs. 1,000/-) each. SHARES6. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any shares except an absolute right to the entirety thereof in the registered holder. 7. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to3 dividend, voting, return of capital or otherwise as the Company may from time to time byordinary resolution determine.8. The Company may by special resolution create and sanction the issue of Preference shares which are, or at the option of the Company are to be, liable to be redeemed, subject to and in accordance with the provisions of the Statutes. The special resolution sanctioning any such issue shall also specify by way of an addition to these Articles the terms in which and the manner in which any such Preference shares shall be redeemed. 9. If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed after a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be Two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll and if at any adjourned meeting of such holders a quorum is not present, the holders present shall form a quorum. 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

النتائج (العربية) 3:

Companies Act (Cap.486)



_________________ شركة محدودة بالسهم

_________________ مواد الرابطة






"الأمم ofoq كينيا" محدودة






1 الأولي.في هذه المقالات، ما لم يقتضي السياق خلاف ذلك عبارات محددة في الشركات Act (Cap.486) أو أي تعديل لها القانونية السارية المفعول في التاريخ الذي تصبح هذه المواد ملزمة على الشركة،