THE COMPANIES ACT

(Act No. 17 of 2015)

COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
5FLOCKS TRAVEL & CO

1. NAME OF THE COMPANY:

The name of the company is "5FLOCKS TRAVEL & CO."

2. REGISTERED OFFICE:

The registered office of the company is situated in The Republic of Kenya

2. ABOUT US:

5FLOCKS TRAVEL & CO is your premier destination for unforgettable travel experiences.
Founded by a passionate team of travel enthusiasts, we specialize in curating personalized trips
that cater to every traveler's dream. Whether you're seeking a relaxing beach getaway, an
adventurous mountain trek, or a culturally immersive city tour, we've got you covered. With our
extensive network of trusted partners and local experts, we ensure seamless logistics, authentic
encounters, and unparalleled service at every step of your journey. Discover the world with
confidence and let 5FLOCKS TRAVEL & CO turn your travel dreams into reality.

3. OBJECTS OF THE COMPANY:

The objects for which the company is established are:

a. To carry on the business of travel agency, tour operator, and travel consultancy, both
domestically and internationally.

b. To provide travel-related services including but not limited to flight bookings, hotel
reservations, transportation arrangements, travel insurance, and tour packages.

c. To facilitate the organization of group tours, corporate retreats, and incentive trips.

d. To promote eco-tourism and responsible travel practices.

e. To engage in any other business related to or connected with the travel industry that may be
deemed beneficial to the company.
5. CAPITAL CLAUSE:

The authorized share capital of the company is Ksh.100,000 divided into Ksh.5 Ordinary shares
of Ksh.20,000 each.

6. LIABILITY CLAUSE:

The liability of the members is limited.

7. ASSOCIATION CLAUSE:

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, Addresses, and Descriptions of Subscribers:

NAMES, POSTAL ADDRESS AND NUMBER OF SHARES SIGNATURES OF

DESCRIPTIONS OF SUBSCRIBERS TAKEN BY EACH SUBSCRIBERS
SUBSCRIBER
MUANDA JOHN LUFULUABO

P.O. BOX 305501 – 00100

20,000
NAIROBI, KENYA

BUSINESSMAN
MPOYI JUNIOR KANYANYA

P.O. BOX – 00100

20,000
NAIROBI, KENYA

BUSINESSMAN
TSHITENGE THEODORE MADILU

P.O. BOX – 00243

20,000
NAIROBI, KENYA

BUSINESSMAN
NAWEJ LEMESAA MUHONG

P.O. BOX – 00100

NAIROBI, KENYA
20,000
BUSINESSMAN
SHELIDA AKOTH WANDERA

P.O. BOX – 00100

NAIROBI, KENYA 20,000

BUSINESSWOMAN

TOTAL SHARES TAKEN 100,000

8. WITNESS TO THE ABOVE SIGNATURES:

CERTIFICATE UNDER THE COMPANIES REGULATIONS

It is hereby certified that the above Memorandum of Association of "5FLOCKS TRAVEL &
CO" was produced by the method of Xerography.

Advocate,

__________________________________

DATED this ______________ day of _________________, _____________

 THE COMPANIES ACT
(Act No. 17 of 2015)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
5FLOCKS TRAVEL & CO

INTERPRETATION

1. In these Articles:

“the Act” means the Companies Act, 2015, including any statutory modification or re-enactment
thereof for the time being in force;

“these Articles” means these Articles of Association as now framed or as from time to time
altered in accordance with the Act;

“the directors” means the directors of the Company, or a quorum of the directors duly
constituted;

“the members” means the shareholders of the Company;

“the seal” means the common seal of the Company;

“the secretary” means any person appointed to perform the duties of the secretary of the
Company;

expressions referring to writing shall, unless the contrary intention appears, be construed as
including references to printing, lithography, photography, and any other mode of representing
or reproducing words in a visible form;

words importing the masculine gender only shall include the feminine gender;

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

unless the context otherwise requires, words or expressions defined in the Act shall bear the
same meaning in these Articles.
 PUBLIC COMPANY

2. The Company is a Public company.

BUSINESS

3. (1) Any branch or kind of business which the company is either expressly or by
implication authorized to undertake may be undertaken by the Board at such time or
times as it shall deem fit and, further, may be permitted by it to be in abeyance, whether
such branch or kind of business may have been actually commenced or not so long as the
Board may deem it expedient not to commence or proceed with the same;

(2) The registered office shall be at such place in Kenya as the Board shall from time to
time appoint.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. The share capital of the Company is Kenya Shillings ONE HUNDRED THOUSAND
(Ksh.100,000./-) divided into five:

Shares have the following rights:

a) the right to vote at meetings of Members; and

b) the right to receive dividends from the Company; and
c) the right to participate in the distribution of assets on winding up of the Company;
and
d) the right to participate in any division of any surplus assets or profits of the Company
on a pro rata basis with all other members having similar rights.”
e) the right to participate in the distribution of assets on winding up of the
f) Company; and
g) the right to receive dividends from the Company.

5. Subject to an ordinary resolution at a General meeting, the unissued shares (if any) in the
capital of the Company shall be at the disposal of the directors, who may allot, grant
options over, or otherwise dispose of them to such persons, at such times, and for such
consideration, and upon such terms and conditions as the directors may determine and the
provisions of Section 356 of the Act shall apply.

6. Subject to the provisions of the Act, and 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 dividend, voting, return of capital or otherwise, as the
Company may from time to time by ordinary resolution determine.
7. Subject to the Act and to any rights attaching to existing shares, any share may be issued
which can be redeemed at the option of the Company or the Holder. The Directors of the
Company may determine the terms, conditions and manner of redemption of such
redeemable shares.

8. 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 the three-fourths of the issued shares of that class, or with the
sanction of a special resolution passed at 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 apply, but so that the necessary quorum shall
be any member or members present in person or by proxy and holding or representing not
less than one-third of the issued shares of the class, and that any holder of the shares of
the class present in person or by proxy may demand a poll.

9. The Company may not pay commission exceeding the rates prescribed by any laws
applicable to it to any person in consideration of that person subscribing or agreeing to
subscribe, whether absolutely or conditionally, for any securities of the Company.

10. Every person whose name is entered as a member in the register of members shall be
entitled without payment to receive within two (2) months after allotment or lodgement
of transfer (or within such other period as the conditions of issue shall provide) one (1)
certificate for all his shares or several certificates each for one or more of his shares upon
payment of Kenya Shillings One Thousand only (Kshs1,000.00) for every certificate after
the first or such less sum as the directors shall from time to time determine. Every
certificate shall be under the seal, and shall specify the shares to which it relates and the
amount paid up thereon; provided that in respect of a share or shares held jointly by
several persons, the Company shall not be bound to issue more than one (1) certificate,
and delivery of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.

10. B. In the event the Company immobilizes its shares all immobilized shares shall be
deposited at an approved Central Depository. The title to immobilized and dematerialized
shares will be evidenced otherwise than by a certificate and title to such shares shall be, if
and when traded, transferred evidenced by means of a book-entry transfer.

i. No provision of these Articles shall apply or have effect in relation to any shares
which have been immobilised or dematerialized to the extent that it is inconsistent
in any respect with:
a) the holding of such shares in uncertificated form;
b) the transfer of title to such shares by means of a book-entry transfer; and
c) a provision of the laws governing the Company or as prescribed by the any
regulatory Authority to which the Company is subject .
 ii. Transfers of Securities which have been immobilised or dematerialised shall be
effected in the manner prescribed by the laws governing the Company or as
prescribed by the any regulatory Authority to which the Company is subject.
iii. Where the Company refuses to register transfers of Securities required to be
registered under an applicable law, it shall serve the transferor and transferee with
written notice of the reasons for such refusal.
iv. An instrument of transfer lodged with the Company at a central depository shall
be capable of registration in the name of the central depository or its nominee
company if such instrument has been certified by a central depository agent
instead of being executed by the central depository or its nominee company.
v. With effect from the Dematerialisation Date, any reference to a transfer of shares
or debentures shall be a reference to a book-entry transfer performed by a central
depository.
vi. Any provisions in these articles inconsistent with the requirements of the laws
governing the Company or as prescribed by the any regulatory authority to which
the Company or any regulations in respect of registration, transfer, immobilisation
or dematerialisation of securities shall be deemed to be modified to the extent of
such inconsistency in their application to securities which are in part or in whole
immobilised or dematerialised or are required to be immobilised or dematerialised
in part or whole as the case may be.

11. Unless otherwise determined by a special resolution and except in the case of the issue of
shares pursuant to any rights previously conferred in accordance with these Articles,
whenever the Board proposes to issue any shares they shall offer them in the first
instance to members (other than preference shareholders not specifically entitled to them
under the terms of issue of their preference shares) in proportion as nearly as may be to
the number of the existing shared held by them. Such offer shall be made by notice
specifying the number of shares to which the member is entitled and limiting a time (not
less than twenty-one days) within which the offer, if not accepted, will be deemed to be
declined and after the expiration of that time (if other offer is not accepted) or on the
receipt of an intimation from the member to whom the offer is made that he declines to
accept the shares offered the Board may allot or otherwise dispose of those shares to such
persons and upon such terms as may be decided by it. The Board may likewise so dispose
of shares which, by reason of the ration which the offered shares bear to existing shares,
cannot in the opinion of the Board be conveniently offered under this Article.

LIEN

12. The Company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that share, and the Company shall also have a first and
paramount lien on all shares (other than fully paid shares) standing registered in the
name of a single person for all moneys presently payable by him or his estate to the
Company, but the directors may at any time declare any share to be wholly or in part
exempt from the provisions of this Article. The Company’s lien, if any, on a share
shall extend to all dividends payable thereon.
13. The Company may sell, in such manner as the directors think fit, any shares on
which the Company has a lien, but no sale shall be made unless a sum in respect of
which such lien exists is presently payable, nor until the expiration of fourteen (14)
days after a notice in writing, stating and demanding payment of such part of the
amount in respect to which the lien exists as is presently payable, has been given to
the registered holder for the time being of the share, or the person entitled thereto by
reason of his death or bankruptcy.

14. To give 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 any such transfer, and he shall not be bound to see
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 proceeds of the sale shall be received by the Company and applied in payment
of such part of the amount in respect of which the lien exists as is presently payable,
and the residue, if any, shall (subject to a like lien for sums not presently payable as
existed upon the shares before the sale) be paid to the person entitled to the shares at
the date of the sale.

CALLS ON SHARES
16. The directors may from time to time make calls upon the members in respect of any
moneys unpaid on their shares (whether on account of the nominal value of shares,
or by way of premium) and not by the conditions of allotment thereof made payable
at fixed times, and each member shall (subject to receiving at least fourteen (14) 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 made at the time when the resolution of the directors
authorizing the call was passed, and may be required to be paid by installments.

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

19. If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the 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 as the directors may determine, but the directors shall be at liberty to waive payment
of such interest wholly or part.
20. Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium,
shall for the purposes of these Articles 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 Articles 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. Neither the directors nor the Company are to be given power on the issue of
securities to make any difference between the holders of the same class of share in
the amount of calls to be paid and the time of payment of such calls or in any other
respect whatsoever.

TRANSFER OF SHARES

22. The instrument of transfer of any share shall be executed by or on behalf of the transferor
and transferee, and the transferor shall be deemed to remain the holder of the share until
the name of the transferee is entered in the register of members in respect thereof.

22. B. Every instrument of transfer shall be left at the transfer office of the Company at
which it is presented for registration accompanied by the certificate of the
securities to be transferred and or such other evidence as the issuer may require to prove
the title of the transferor or his rights to transfer the securities. All authorities to sign
Transfer Deeds granted by shareholders for the purpose of transferring securities
which may be lodged, produced or exhibited with or to the Company at any of its offices
shall as between the Company and the grantor of such authorities be taken and deemed
to continue and remain in full force and effect and the Company may allow the
same to be acted upon until such time as express notice in writing of the revocation of
the same shall have been given and lodged at the Company’s transfer offices at
which the authority was lodged, produced or exhibited. Even after the giving and
lodging of such notices the Company shall be entitled to give effect to any instruments
signed under the authority to sign and certified by any officer of the Company as
being in order before the giving and lodging of such notice

23. There shall be no restriction on the transfer of securities however the directors
may, in their absolute discretion, and decline to register the transfer of a share, where
it is there or not a fully paid share.

24. Subject to such of the restrictions of these Articles as may be applicable, any member
may transfer all or any of his shares by instrument in writing in any usual or
common form, or any other form which the directors may approve.
25. The directors may also decline to recognize any instrument of transfer unless:
a) a fee of Kenya Shillings One Thousand only (Kshs.1,000.00), or such lesser
sum as the directors may from time to time require, is paid to the Company in
respect thereof;
b) the instrument of transfer is accompanied by the certificate of the shares to
which it relates, and such other evidence as the directors may reasonably
require, to show the right of the transferor to make the transfer; and
c) the lien that the company has over the shares is discharged;
d) the registration would otherwise infringe the Laws of the Republic of Kenya.

26. If the directors refuse to register a transfer, they shall within sixty (60) days after the date
on which the transfer was lodged with the Company send to the transferee notice of the
refusal.

27. The registration of transfers may be suspended at such times and for such periods as the
directors may from time to time determine; provided always that such
registration shall not be suspended for more than thirty (30) days in any year.

28. The Company shall be entitled to charge a fee not exceeding Kenya Shillings Two
Thousand (Kshs2,000.00) on the registration of every probate, letters of
administration, certificate of death or marriage, power of attorney or other
instrument.

29. The Company shall be entitled to retain any instrument of transfer, which is
registered, but any instrument of transfer which the directors refuse to register shall be
returned to the person lodging it when notice of the refusal is given.

TRANSMISSION OF SHARES

30. In case of death of a member, a survivor or survivors where the deceased was a joint
holder, and the personal representatives of the deceased where he was a sole holder, shall
be the only persons recognised by the Company as having any title to his interest
in the shares, but nothing herein contained shall release the estate of a deceased
joint holder from any liability in respect of any share which had been jointly held
by him with other persons.

31. Any person becoming entitled to a share in consequence of the death or bankruptcy of a
member may, upon such evidence being produced as may from time to time properly be
required by the directors, and subject as hereinafter provided, elect either to be
registered himself as holder of the share, or to have some person nominated by
 him registered as the transferee thereof, but the directors shall, in either case, have
the same right to decline or suspend registration as they would have had in the case of
a transfer of the share by that member before his death or bankruptcy, as the case may
be.

32. If the person so becoming entitled shall elect to be registered himself, he shall deliver or
send to the Company a notice in writing signed by him stating that he so elects. If he
shall elect to have another person registered, he shall testify his election by
executing to that person a transfer of the share. All the limitations, restrictions and
provisions of these Articles relating to the right to transfer and the registration of
transfers 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 signed by that member.

33. A person being entitled to a share by reason of the death or bankruptcy of the holder shall
be entitled to the same dividends and other advantages to which he would be entitled if he
were the registered holder of the share, except that he shall not, before being registered as
a member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company; provided always that
the directors may at any given time give notice requiring any such person to elect either
to be registered himself or to transfer the shares, and if the notice is not complied with
within three (3) months, the directors may thereafter withhold payment of all
dividends, bonuses or other moneys payable in respect of the share until the requirements
of the notice have been complied with.

FORFEITURE OF SHARES
34. If a member fails to pay any call or installment of a call on the day appointed for
payment thereof, the directors may, at any time thereafter during such time as any part of
the call or installment remains unpaid, serve a notice on him requiring payment of
so much of the call or installment as is unpaid, together with any interest which may be
accrued.

35. The notice shall name a further day (not earlier than the expiration of fourteen (14) days
from the date of service of the notice) on or before which the payment required by the
notice is to be made, and shall state that in the event of non-payment at or before the time
appointed, the shares in respect of which the call was made will be liable to be forfeited.

36. If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter, before the amount
required by the notice has been paid, be forfeited by a resolution of the directors to that
effect.
37. A forfeited share may be sold or otherwise disposed of on such terms, and in such
manner, as the directors think fit, and at any time before a sale or disposition the
forfeiture may be cancelled on such terms as the directors think fit.

38. A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all
moneys which, at the date of forfeiture, were payable by him to the Company in respect
of the shares, but his liability shall cease if and when the Company shall have received
payment in full of all such moneys in respect of the shares.

39. A statutory declaration in writing that the declarant is a director or the secretary of the
company and that a share in the Company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share. The Company may receive the consideration, if any,
given for the share on any sale or disposition thereof, and may execute a transfer of the
share in favour of the person to whom the share is sold or disposed of, and he shall
thereupon be registered as the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to such share be affected by
any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

40. The provisions of these Articles as to forfeiture shall apply in the case of non-
payment of any sum which, by terms of issue of a share, becomes payable at fixed time,
whether on account of the nominal value of the share, or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.

41. When any shares have been forfeited, notice of the forfeiture shall forthwith be given to
the holder of the shares or to the person entitled to the shares by reason of the

42. death or bankruptcy of the holder (as the case may be) but no forfeiture shall be
invalidated by any omission or neglect to give such notice as aforesaid.

CONVERSION OF SHARES INTO STOCK

43. The Company may by ordinary resolution convert any paid-up shares into stock, and
reconvert any stock into paid-up shares of any denomination.

44. The holders of stock may transfer the same, or any part thereof, in the same manner, and
subject to the same regulations, as and subject to which the shares from which the stock
arose might previously to 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 and direct that fractions of any sum shall not be dealt with,
nevertheless, at their discretion to waive such stipulations in any particular case, and
provided further that minimum amount of stock transferable shall not exceed the nominal
amount of the shares from which the stock arose.
45. The holders of stock shall, according to the amount of stock held by them, have the same
rights, privileges and advantages as regards dividends, voting at meetings of the
Company and other matters as if they held the shares from which the stock arose, but no
such privilege 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.
46. All the provisions of these Articles a r e applicable to fully paid up shares a n d shall
apply to stock. And the words “Share” “Shareholder” and “Member” shall be construed
accordingly.

ALTERATION OF CAPITAL

47. The Company may from time to time by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as the resolution shall
prescribe.

48. The Company may by ordinary resolution:

(1) consolidate or divide all or any of its share capital into shares of larger amount than
its existing shares;

(2) subdivide its existing shares, or any of them, into shares of smaller amount than is
fixed by the memorandum of association subject, nevertheless, to the provisions of
section 405(2)27of the Act; In the case of any issue of a fraction of a shares, that fraction
may be sold for the benefit of the shareholder in such manner as the directors may
determine28

(3) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person.

49. The Company may, by special resolution, reduce its share capital, any capital
redemption reserve fund, or any share premium account, in any manner and with, and
subject to, any incident authorised and consent required by law.

GENERAL MEETINGS

50. General Meetings shall be held once at least in every calendar year at such time (not
being more than fifteen months after the holding of the last preceding General Meeting)
and at such place as may be determined by the Directors. Such general meetings shall be
called "Annual General Meetings" and all other meetings of the Company shall be called
"Extraordinary General Meetings".

51. The Directors may, whenever they think fit, convene an Extraordinary General Meeting
and the Director shall on the request in writing of the holders of not less than one-tenth of
the issued capital of the Company upon which all calls or other sums then due have been
 paid forthwith proceed to convene an Extraordinary General Meeting and the provisions
of Section 132 of the Companies Act shall apply.

52. If at any time there are not within East Africa sufficient Members or Directors capable of
acting to form a quorum any Director or any two members of the Company may convene
an Extraordinary General Meeting.

PROCEEDINGS AT GENERAL MEETINGS

53. Article 52 to 61 of Table "A" shall apply but so that:-

(a) An Extraordinary General Meeting may, with the consent in writing of all the
members for the time being be convened on a shorter notice than seven days or without
written notice.
(b) Notice of an adjourned meeting shall not be required in any case.
(c) Two members present personally or by proxy shall form a quorum.

VOTES OF MEMBERS
54. Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every member present in person shall have one (1) vote, and
on a poll every member shall have one (1) vote for each share of which he is the holder.

55. In the case of joint holders, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and
for this purpose seniority shall be determined by the order in which the names stand in
the register of members.

56. A member of unsound mind in respect of whose estate a manager has been
appointed under section 26 of the Mental Health Act (Chapter 248, Laws of Kenya) may
vote, whether on a show of hands or on a poll, by his said manager, and any such
manager may, on a poll, vote by proxy.

57. No member shall be entitled to vote at any general meeting unless all calls or other sums
presently payable by him in respect of shares in the Company have been paid.

58. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection made in
due time shall be referred to the chairman of the meeting, whose decisions shall be final
and conclusive.

59. On a poll votes may be given either personally or by proxy.

60. The instrument appointing a proxy shall be in writing under the hand of the
appointer or his attorney duly authorised in writing or, if the appointer is a
corporation, either under seal or under the hand of an officer or attorney duly
authorised. A proxy need not be a member of the Company.
 61. 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 that power or authority,
shall be deposited at the registered office of the Company, or at such other place within
Kenya as is specified for that purpose in the notice convening the Deleted as a Plc
is not allowed to issue written resolutions meeting, not less than forty eight (48) hours
before the time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote or, in the case of a poll, not less than twenty
four (24) hours before the time appointed for the taking of the poll, and in default the
instrument of proxy shall not be treated as valid.

62. An instrument appointing a proxy shall be in the following form, or a form as near
thereto as circumstances admit:

“5FLOCKS TRAVEL & CO”

I/We__________________________________,
of_____________________________________, being member/members of the above-named
company, hereby
appoint_______________________________________of___________________________ ,
or failing him, __________________________ of__________________________, as my/our
proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may
be] general meeting of the Company to be held on the ____________day
of_______20_______ , and at any adjournment thereof. Signed this _______________day of
_______ 20_____

63. Where it is desired to afford members an opportunity of voting for or against a

resolution, the instrument appointing a proxy shall be in the following form, or a form
as near thereto as circumstances admit:

I/We, __________________________________, of __________________________________,

being a member/members of the above-named company, hereby
appoint______________________________ of _________________________, or
failing him, __________________________________
of__________________________________, as my/our proxy to vote for me/us on my/our
behalf at the [annual or extraordinary, as the case may be] general meeting of the Company to
be held on the_____________ day______ of 20 _______ , and at any adjournment thereof.
Signed on this_____ day ___________of 20_______

This form is to be used *in favour of/against ___________________________, the resolution.

Unless otherwise instructed, the proxy will vote as he thinks fit.

* Strike out whichever is not desired”.

 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

64. Any corporation which is a member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of members of the
Company, and the person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if
it were an individual member of the company

DIRECTORS

65. (1) unless and until otherwise determined by the Company in general meeting, the
directors shall be Five (5) not more than Eleven (11) in number.

(2)The names of the first directors shall be determined in writing by the subscribers of
the memorandum of association or a majority of them, and until such
determination, the signatories to the memorandum of association shall be the first
directors.

66. The remuneration of the directors shall from time to time be determined by the
Company in general meeting. Such remuneration shall be deemed to accrue from day to
day. The directors shall be paid all their travelling and other expenses properly and
necessarily incurred by them in and about the business of the Company, and in
attending meetings of the directors or of committees thereof, and that if any director
shall be required to perform extra services or to go to reside abroad or otherwise
shall be specifically occupied about the Company’s business, he shall be entitled to
receive a remuneration to be fixed by a disinterested quorum of directors which may be
either in addition to or in substitution for any other remuneration.

67. A Director need not be a shareholder but shall be entitled to receive notice of and to
attend and speak at all General Meetings of the Company or at any separate meeting of
the holders of any class of shares of the Company.

68. A Director of the Company may be or become a director or other officer of, or
otherwise interested in, any company promoted by the Company, or in which the
Company may be interested as shareholder or otherwise, and no such director shall be
accountable to the Company for any remuneration or other benefits received by him as a
director or other officer of, or from his interest in, such other company unless the
Company otherwise directs.

BORROWING POWERS
69. The directors may exercise all the powers of the Company to borrow money, and to
mortgage or charge its undertaking, property and uncalled capital, or any part
thereof, and to issue debentures, debenture stock and other securities, whether
outright or as security for any debt, liability or obligation of the Company or of any third
party. This is provided that the total amount owing by the Company in respect of monies
so raised, borrowed or secured shall not exceed the amount authorised by any laws or
regulations.

POWERS AND DUTIES OF DIRECTORS

70. The business of the Company shall be managed by the directors, who may pay all
expenses incurred in promoting and registering the Company, and may exercise all
such powers of the Company as are not, by the Act or by these Articles, required to
be exercised by the Company in general meeting, subject, nevertheless to any of
these Articles, the provisions of the Act, and such regulations, being not inconsistent
with the aforesaid Articles or provisions, as may be prescribed by the Company in
general meeting, but no regulation made by the Company in general meeting shall
invalidate any prior act of the directors which would have been valid had such
regulation not been made.

71. The directors may from time to time, and at any time, by power of attorney appoint
any company, firm, person or 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 Articles), and for such period,
and subject to such conditions as they may think fit, and any such powers 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 authorise any
such attorney to delegate all or any of the powers, authorities and discretions vested
in him.

72. The Directors may establish any local boards or agencies for managing any of the
affairs of the Company, either in Kenya or elsewhere, and may appoint any persons
to be members of such local boards or managers or agents and may fix their
remuneration and may delegate to any local board, manager or agent any of the
powers, authorities and discretions vested in the Directors, with power to sub-
delegate, and may authorise the members of any local board or any of them to fill
any vacancies. Any such appointments or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit and the Board may
remove any person so appointed and may annul or vary such delegation but no
person dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.

73. The Company may exercise the powers authorised by law with regard to having an
official seal for use abroad, and such powers shall be vested in the directors.
 The Board shall cause Minutes to be recorded in respect of every Meeting of the
Company, of the Board and of the Committees of Directors, the names of all persons
present and all resolutions and proceedings at such meetings. The Minutes of every
such meeting shall be read at the next meeting of the Company, of the Board or of the
Committee of Directors, as the case may be, and after being amended or
corrected, if necessary, and approved by the meeting, shall be signed by the
Chairman of the meeting and, once signed, shall be prima facie evidence of the
matters stated therein.

74. The directors on behalf of the Company may pay a gratuity or pension or allowance
on retirement to any director who has held any other salaried office or place of profit
with the Company, or to his widow or dependants, and may make contributions to
any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.

DISQUALIFICATION OF DIRECTORS

75. The office of director shall be vacated if the director:

i. is removed from office pursuant to Section 139 of the Act or by resolution passed by
the Company in a General Meeting as provided in these Articles; or
ii. ceases to be a director by virtue of section 131 of the Act; or
iii. becomes bankrupt, or makes any arrangement or composition with his creditors
generally; or
iv. becomes prohibited from being a director by reason of any order made under
Part X of the Act; or
v. becomes of unsound mind; or
vi. resigns his office by notice in writing to the Company; or
vii. shall for more than six (6) months have been absent, without permission of the
directors, from meetings of the directors held during that period; or
viii. is replaced or removed by the Member nominating him pursuant to the
provisions of these articles.

76. A casual vacancy in the Board may be filled by a decision of the Directors but so that
the total number of Directors shall not at any time exceed the maximum number
fixed by these Articles. The appointment of a director to fill a casual vacancy shall be
in place until the next annual general meeting when that Director shall be eligible for re-
election.

Rotation of Directors
77. At the first annual general meeting of the company, all the directors shall retire from
office, and at the annual general meeting in every subsequent year one-third of the
 directors for the time being or, if their number is not three or a multiple of three, then the
number nearest one-third, shall retire from office.

78. The directors to retire in every year shall be those who have been longest in office since
their last election, but as between persons who became directors on the same day those to
retire shall (unless they otherwise agree among themselves) be determined by lot.

79. A retiring director shall be eligible for re-election.

80. The company at the meeting at which a director retires in manner aforesaid may fill the
vacated office by electing a person thereto, and in default the retiring director shall if
offering himself for re-election be deemed to have been re-elected, unless at such meeting
it is expressly resolved not to fill such vacated office or unless a resolution for the re-
election of such director shall have been put to the meeting and lost.

81. No person other than a director retiring at the meeting shall unless recommended by the
directors be eligible for election to the office of director at any general meeting unless not
less than three nor more than twenty-one days before the date appointed for the meeting
there shall have been left at the registered office of the company notice in writing, signed
by a member duly qualified to attend and vote at the meeting for which such notice is
given, of his intention to propose such person for election, and also notice in writing
signed by that person of his willingness to be elected.

82. The company may from time to time by ordinary resolution increase or reduce the
number of directors, and may also determine in what rotation the increased or reduced
number is to go out of office.

83. The directors shall have power at any time, and from time to time, to appoint any person
to be a director, either to fill a casual vacancy or as an addition to the existing directors,
but so that the total number of directors shall not at any time exceed the number fixed
in accordance with these articles. Any director so appointed shall hold office only
until the next following annual general meeting, and shall then be eligible for re-election
but shall not be taken into account in determining the directors who are to retire by
rotation at such meeting.

84. The company may by ordinary resolution remove any director before the expiration
of his period of office notwithstanding anything in these articles or in any agreement
between the company and such director may have for damages for breach of any contract
of service between him and the company.
85. The company may by ordinary resolution appoint another person in place of director
removed from office under article 96, and without prejudice to the powers of the directors
under article 95 the company in general meeting may appoint any person to be a director
either to fill a casual vacancy or as an additional director. A person appointed in place of
a director so remove or to fill such a vacancy shall be subject to retirement at the same
time as if he had become a director on the day on which director the director in whose
place he is appointed was last elected a director.

Proceedings of Directors

86. The directors may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality 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. It shall not be necessary to
give notice of a meeting of directors to any director for the time being absent from the
Island.

87. The quorum necessary for the transaction of the business of directors may be fixed by the
directors and unless so fixed shall be two.

88. The continuing directors may act notwithstanding any vacancy in their body; but, if
and so long as their number is reduced below the number fixed by or pursuant to the
articles of the company as the necessary quorum of directors, the continuing directors or
director may act for the purpose of increasing the number of directors to that number, or
of summoning a general meeting of the company.

89. The directors may elect a chairman of their meetings and determine the period for
which he is to hold office; but if no such chairman is elected, or if at any meeting the
chairman is not present within five minutes after the time appointed for holding same, the
directors present may choose one of their number to be chairman of the meeting.

90. The directors may delegate any of their powers to committees consisting of such member
or members of their body as they think fit; any committee so formed shall in the exercise
of the powers so delegated conform to any articles that may be imposed on it by the
directors.

91. A committee may elect a chairman of its meetings; if no such chairman is elected, or if
at any meeting the chairman is not present within five minutes after the time appointed
 for holding the same, the members present may choose one of their number to be
chairman of the meeting.

92. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting
shall be determined by a majority of votes of the members present, and in the case of an
equality of votes the chairman shall have a second or casting vote.

93. All acts done by any meeting of the directors or of a committee of directors or by any
person acting as a director shall, notwithstanding that it be afterwards discovered 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 to be a director.

94. A resolution in writing, signed by all the directors for the time being entitled to
receive notice of a meeting of the directors, shall be as valid and effectual as if it had
been passed at a meeting of the directors duly convened and held.

Managing Director

95. The directors may from time to time appoint one or more of their body to the office of
managing director for such period and on such terms as they think fit, and, subject to the
terms of any agreement entered into in any particular case, may revoke such appointment.
A director so appointed shall not, whilst holding that office, be subject to retirement by
rotation or be taken into account in determining the rotation of retirement of directors, but
his appointment shall be automatically determined if he ceases from any cause to be a
director.

96. A managing director shall receive such remuneration (whether by way of salary,
commission or participation in profits, or partly in one way, and partly in another) as the
directors may determine.

97. The directors may entrust to and confer upon a managing director any of the powers
exercisable by them upon terms and conditions and with such restrictions as they may
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 of such powers.

The Secretary
 98. The secretary shall be appointed by the directors for such term, at such remuneration and
upon such conditions as they may think fit; and any secretary so appointed may be
removed by them.

99. No person shall be appointed or hold office as secretary who is –

(a) The sole director of the company; or

(b) A corporation the sole director of which is the sole director of the company; or

(c) The sole director of a corporation which is the sole director of the company.

100. A provision of the Act or these articles requiring or authorizing a thing to be done by or
to a director and the secretary shall not be satisfied by its being done or to the same person
acting both as director and as, or in place of, the secretary.

The Seal

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

Dividends and Reserve

102. The company in general meeting may declare dividends, but no dividend shall exceed
the amount recommended by the directors.

103. The directors may from time to time pay to the members such interim dividends as
appear to the directors to be justified by the profits of the company.

104. No dividend shall be paid otherwise than out of profits.

105. The directors may, before recommending any dividend, set aside out of the profits of the
company such sums as they think proper as a reserve or reserves which shall, at the
discretion of the directors, be applicable for any purpose to which the profits of the
company may be properly 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 the business shares of the company) as the directors may from time to time think fit.
The directors may also without placing the same to reserve carry forward any profits which
they may think prudent not to divide.
106. Subject to the rights of person, if any, entitled to shares with special rights as to
dividend, all dividends shall be declared and paid according to the amounts paid or credited
as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited
as paid on a share in advance of calls shall be treated for the purposes of this article as
paid on the share. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares 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 is
shall rank for dividend as from a particular date such share shall rank for dividend
accordingly.

107. The directors may deduct from any dividend payable to any member all sums of
money (if any) presently payable by him to the company on account of calls or otherwise in
relation to the shares of the company.

108. Any general meeting declaring a dividend or bonus may direct payment of such dividend
or bonus wholly or partly by the distribution of specific assets and in particular of paid up
shares, debentures or debenture stock of any other company or in any one or more of such
ways and the directors shall give effect to such resolution, and where any difficulty arises in
regard to such distribution, the directors may settle the same as they think expedient, and in
particular may issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to any
member(s) upon the footing of the value so fixed in order to adjust the rights of all parties,
and may vest any such specific assets in trustees as may seem expedient to the directors.

109. Any dividend, interest or other moneys payable in cash in respect of shares may be paid
by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of that one of the joint holders who is
first named on the register of members or to such person and to such address as the holder
or joint holders may in writing direct. Every such cheque or warrant shall be made payable
to the order of the person to whom it is sent. Any one of two or more joint holders may give
effectual receipts for any dividends, bonuses, or other moneys payable in respect of the
shares held by them as joint holders.

110. No dividend shall bear interest against the company.

Accounts

111. The directors shall cause proper books of account to be kept with respect to–
a) All sums of money received and expended by the company and the matters in respect of
which the receipt and expenditure takes place;
b) All sales and purchases of goods by the company; and
 c) The assets and liabilities of the company.

112. Proper books shall not be deemed to be kept if there are not kept such books of accounts
as are necessary to give a true and fair view of the state of the company’s affairs.

113. The books of accounts shall be kept at the registered office of the company, or, subject to
subsections (3) and (4) of section 144 of the Act, at such other place or places as the
directors think fit, and shall always be open to the inspection of the directors.

114. The directors shall from time to time determine whether and to what extent and at what
time and places and under what conditions or articles the accounts and books of the
company or any of them shall be open to the inspection of members not being directors, and
no member (not being a director shall have any right of inspecting any account or book or
document of the company except as conferred by law or authorized by the directors or by
the company in general meeting.

115. The directors shall from time to time, in accordance with sections 145 and 147 of the Act,
cause to be prepared and to be laid before the company in general meeting such profit and
loss accounts, balance sheets, group accounts (if any) and reports as are referred in those
sections.

116. A copy of every balance sheet (including ever document required by law to be annexed
thereto) which is to be laid before the company in general meeting, together with a copy of
the auditor’s report, shall not less than twenty-one days before the date of the meeting be
sent to every member of, and every holder of debentures of, the company and to every
person registered under article 31. Provided that this article shall not require a copy of
those documents to be sent to any person of whose address the company is not aware or to
more than one of the joint holders of any shares or debentures.

Capitalization of Profits

117. The company in general meeting may upon the recommendation of the directors
resolve that it is desirable to capitalize any part of the amount for the time being standing to
the credit of any of the company’s reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution, and accordingly that such sum be set free for
distribution amongst members who would have been entitled thereto if distributed by way of
dividend and in the same proportions on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the time being unpaid on any shares
held by such members respectively or towards paying up in full unissued shares or
debentures of the company to be allotted and distributed and credited as fully paid up to and
 amongst such members in the proportion aforesaid or partly in the one way and partly in the
other, and the directors shall give effect to resolution:
Provided that a share premium account and a capital redemption reserve fund may, for the
purposes of this article, only be applied in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares.

118. Whenever such a resolution as aforesaid shall have been passed the directors
shall make all appropriations and applications of the undivided profits resolved to be
capitalized thereby, and all allotments and issues of fully paid shares or debentures, if any,
and generally shall do all acts and things required to give effect thereto, with full power to
the directors to make such provision by the issue of fractional certificates or by payment in
cash or otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions, and also to authorize any person to enter on behalf of all the
members entitled thereto into an agreement with the company providing for the allotment to
them respectively, credited as fully paid up, of any further shares or debentures to which
they may be entitled upon such capitalization or (as the case may require) for the payment
by the company on their behalf, by the application thereto of their respective profits
resolved to be capitalized, of the amounts as any part of the amounts remaining unpaid on
their existing shares and any agreement made under such authority shall be effective and
binding on all such members.

Audit

119. Auditors shall be appointed and their duties regulated in accordance with sections 154 to
157 of the Act.

Notices

120. Notice of every general meeting shall be given in any manner hereinbefore authorized to
–
a) Every member except those members who (having no registered address
within the Island) have not supplied to the company an address within the Island
for the giving of notices to them;
b) Every person upon whom the ownership of a share devolves by reason of his
being a legal personal representative or a trustee in bankruptcy would be entitled
to receive notice of the meeting; and
c) The auditor for the time being of the company.

No other person shall be entitled to receive notices of general meetings.

 Winding up

121. If the company shall be wound up the liquidator may, with the sanction of an
extraordinary resolution of the company and other sanction required by the Act, divide
amongst the members in specie or kind the whole or any part of the assets of then company
(whether they shall consist of property of the same kind or not) and may, for such purpose
set such value as he deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the members or different
classes of members. The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the contributories as the
liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to
accept any shares or other securities whereon there is any liability.

Indemnity

122. Subject to the requirements of Section 402 of the Companies Act every Director or other
Officer of the Company shall be entitled to be indemnified out of the assets of the Company
against all losses or liabilities which he may sustain or incur in or about the execution of his
duty, and no Director or other officer shall be liable for any loss which may be incurred by
the Company in the execution of his office or in relation thereto. We, the several persons
whose names and addresses are subscribed below 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, Postal Addresses and Descriptions of Subscribers

NAMES, POSTAL ADDRESS AND SIGNATURES OF

DESCRIPTIONS OF SUBSCRIBERS SUBSCRIBERS
MUANDA JOHN LUFULUABO

P.O. BOX 305501 – 00100

NAIROBI, KENYA

BUSINESSMAN
MPOYI JUNIOR KANYANYA

P.O. BOX – 00100

NAIROBI, KENYA

BUSINESSMAN
TSHITENGE THEODORE MADILU

P.O. BOX – 00243

NAIROBI, KENYA

BUSINESSMAN
NAWEJ LEMESAA MUHONG

P.O. BOX – 00100

NAIROBI, KENYA

BUSINESSMAN
SHELIDA AKOTH WANDERA

P.O. BOX – 00100

NAIROBI, KENYA

BUSINESSWOMAN

TOTAL SHARES TAKEN

Dated at Nairobi this ………..day of ……………….................………. 20……………...

WITNESS TO THE ABOVE SIGNATURES

CERTIFICATE UNDER THE COMPANIES REGULATIONS

It is hereby certified that the above Memorandum of Association of

"5FLOCKS TRAVEL & CO" was produced by the method of Xerography.

Advocate,