Memorandum of Association of a Company
THE COMPANIES ACT (CHAPTER 486)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
ACCELON KENYA LIMITED
1. The name of the Company is “Accelon Kenya Limited”.
2. The registered office of the Company will be situated in the Republic of Kenya.
3. The objects for which the Company is established are:
(1) To carry on the business as Internet service providers including provision of broadband communication services, satellite communication services and internet access solutions.
(2) To provide services in connection with the design, selection, purchase, servicing, maintenance, replacement, installation, testing and commissioning of all types of communications and telecommunications equipment and systems, media transmission and receiving equipment including satellite communication systems and all types of computers and computer systems and to carry on business as consultants and advisers in respect of these and other services.
(3) To carry on the business of a telephonic, telegraphic and cable company, telephonic, telegraphic and cable contractors and factors, electrical and mechanical engineers, electric light, heating and power suppliers and in particular to establish, work, manage, control and regulate telephonic and telegraphic exchanges and transmitting and receiving stations and units and works for the supply of electric light, heat, motive power or otherwise for public or private purposes and to transmit and facilitate the transmission of telephonic, telegraphic and cable communications and messages.
(4) To carry on business as manufacturers, assemblers, importers, exporters, agents, manufacturers’ representatives, stockists, suppliers, transporters, distributors, wholesalers, retailers and dealers and to service, repair, install, test, commission and maintain all types of communications and telecommunications equipment, telephones, telexes, teleprinters, radios, computers, and all equipment, accessories, tools, spares and implements ancillary and related thereto and electric cables, wires, lines, accumulators, transformers, receivers, and transmitters.
(5) To carry on the business of manufacturers and wholesale and retail dealers in goods, commodities and products of every description and to import, manufacture and deal in all kinds of goods and things.
(6) To manufacture and service telecommunications equipment and accessories, electronic telephone exchanges, medical and scientific data communications equipment and audio visual equipment and to carry on business as suppliers, buyers and sellers of conventional and specialised telephone apparatus, telephone answering sets, answerphones, recording telephones, loudspeaker phones and electronic secretaries.
(7) To deal in and operate appliances and machines used in connection with reproduction or transmission of pictures, print media material and sounds, whether for entertainment, advertisement, educational or other purposes.
(8) To produce, make, manufacture, record, import, export, buy, sell, supply, stock, distribute, prepare, develop and deal as wholesalers and retailers in records, compact-discs, cassettes, publications, video and other films, published music, music, electronic components, spares, kits and assemblies for the music, film and media transmission industry.
(9) To obtain all necessary licences or otherwise to purchase or acquire copy rights and rights of films, video and television films, plays, music, songs, cinematograph and other films, operas and theatrical works and to obtain filming network contracts, and to carry on the business of recording and video taping, photography and designing, developing, processing and printing films, photos, colour photography, motion pictures, video films, sound reproduction, television and any other process tending to improve films and photography and to develop, experiment and carry on any research for the improvement of photography and films in the laboratory.
(10) To manufacture, buy, sell, import, alter, maintain, service, repair and otherwise deal in plant, machinery, tools, instruments, substances, materials, apparatus, appliances and things of all kinds used or capable of being used in connection with any of the businesses of the Company or which, in the opinion of the Directors of the Company, nay be conveniently dealt with or in by the Company in connection with any of its objects.
(11) To provide training programmes, courses and facilities in all fields of installation, selection, commissioning, testing, servicing, maintenance and supply of all types of communications, telecommunications and media communication equipment and to organise courses, seminars and group training in such fields.
(12) To establish facilities for the recording, processing, manufacturing and sale of all types of black and white and colour films and any products related to the further development by research of all forms of films and their accessories.
(13) To carry on the business of advertising agents, contractors and managers and providers of services of all forms.
(14) To act as business and market research consultants and as agents or managers in carrying on any business concerns and undertakings, and to employ experts to investigate and examine into the condition, management, prospects, value and circumstances of any business concerns and undertakings and generally of any assets property or right of any kind.
(15) To undertake or direct the management of companies and of the property, buildings, land and estates (of any tenure) of any persons whether members of the Company or not, in the capacity of directors, managers, stewards, receivers or otherwise, and to purchase and sell for any person, property, building or land or any share or interest therein or to transact on commission or otherwise the general business of a land agent.
(16) To carry on the businesses of transport, cartage and haulage contractors, owners and charterers of motor and other vehicles, aircraft, rolling stock, vessels, ships, boats and craft of every description, carriers of passengers, animals and goods by road, rail, water or air, shipping, chartering, forwarding, transport and commission agents, customs agents, stevedores, wharfingers, carmen, cargo superintendants, packers, hauliers, warehousemen, storekeepers, electricians and engineers.
(17) To construct, equip, maintain and work transport vehicles, motor coaches and other vehicles appropriate for carriage of goods or passengers and to construct and operate garages, storehouses, service stations and other buildings for the housing or repair of vehicles and the storage of fuel and other oils and substances required in connection therewith.
(18) To carry on the business of an investment company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee, shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, dependant, municipal, local or otherwise in any part of the World.
(19) To acquire any such shares, stocks, debentures, debenture stocks, bonds, notes, obligations or securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise or not fully paid up and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit.
(20) To exercise and enforce all rights and powers conferred by or incident to the ownership of such shares, stock, obligations or other securities, including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special portion of the issued or nominal amount thereof.
(21) To carry on any other trade, business or activity whatsoever and to do anything of any nature which can, in the opinion of the Directors of the Company, be advantageously or conveniently carried on by the Company in connection with, as ancillary to or independently of any of its businesses.
(22) To purchase, take on lease or in exchange, hire or otherwise acquire any moveable or immovable property of any kind or any interest therein and any rights or privileges which the Directors of the Company may think necessary or convenient for the purposes of or in connection with the Company’s businesses or which may enhance the value of any other property of the Company.
(23) To build, construct, alter, improve, enlarge, repair, maintain, develop, demolish, remove or replace and to work, manage, carry out or control works of all descriptions, including but not limited to offices, factories, mills, warehouses, shops, stores, garages and other buildings, roads, machinery and plant, which may, in the opinion of the Directors of the Company, be likely to advance directly or indirectly the Company’s interests; to clear sites for the same; to contribute to, subsidise or otherwise assist in the building, construction, alteration, repair, improvement, enlargement, maintenance, development, demolition, removal, replacement, working, management, carrying out or control.
(24) To improve, manage, develop, turn to account, grant rights or privileges in respect of or otherwise deal with any of the property, rights and privileges of the Company.
(25) To subscribe for, purchase or otherwise acquire and hold shares, stocks, debentures and other securities of any other company and to invest and deal with the moneys of the Company in any manner.
(26) To vest any moveable or immovable property, right, privilege or interest acquired by or belonging to the Company in any person or company on behalf of or for the benefit of the Company and with or without any declared trust in favour of the Company.
(27) To apply for, purchase or otherwise acquire and protect and renew, in any part of the world, any patents, patent rights, brevets d’invention, copyrights, trade marks, designs, formulae, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to their use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem likely, directly or indirectly, to benefit the Company and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired and to expend money in experimenting upon, testing or improving any such inventions or property.
(28) To acquire and undertake the whole or any part of the business, assets and liabilities of any person or company carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be carried on in conjunction with any business of the Company or which is capable of being conducted so as, directly or indirectly, to benefit the Company or which is possessed of property suitable for the purposes of the Company.
(29) To enter, with any government or authority, supreme, municipal, local or otherwise, or any person or company, into any arrangement that may seem to the Directors of the Company to be conducive to the attainment of the objects of the Company or any of them and to obtain from any such government, authority, person or company any rights, privileges, charters, contracts, licences or concessions which the Directors of the Company may think it desirable to obtain and to carry out, exercise and comply therewith.
(30) To lend money or give credit to any person or company with or without security; to give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or company; to secure or undertake in any way the repayment of money lent or advanced to or liabilities incurred by any person or company and otherwise to assist any person or company.
(31) To receive money on deposit or loan and to borrow or raise money in such manner as the Directors of the Company may think fit and to secure repayment of the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or entered into or to be incurred or entered into by the Company, by the issue of debentures or debenture stock or legal or equitable mortgages or charges over all or any of the Company’s property (both present and future) including its uncalled capital or in any other way and to purchase, redeem or pay off any such securities.
(32) To open and operate banking accounts and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, drafts, cheques, bonds and other negotiable or transferable instruments.
(33) To apply for, promote and obtain any statute, decree, order of court, regulation or other enactment or authorisation which may, to the Directors of the Company, seem likely to benefit the Company, directly or indirectly, and to oppose any bills, proceedings or applications which may, in the opinion of the Directors of the Company, be likely, directly or indirectly, to prejudice the interests of the Company.
(34) To apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege which any government or authority, supreme, municipal, local or otherwise, or any corporation or public body may be empowered to issue, confer or make and to pay for, aid in and contribute towards carrying the same into effect and to appropriate any of the Company’s assets, shares, stock, debentures or other securities to defray the necessary costs and expenses thereof.
(35) To pay out of the funds of the Company all expenses which the Company may lawfully pay for or in connection with the formation and registration of the Company or the issue of its capital.
(36) To pay for any rights or property acquired by the Company and to remunerate any person or company, by a cash payment or by the allotment of shares in the capital of the Company, credited as paid up in full or in part, by the issue of debentures or other securities of the Company or in any other lawful manner.
(37) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension, provident or superannuation funds for the benefit of and to give or procure the giving of donations, gratuities, pensions, allowances, benefits and emoluments to any persons who are, or were at any time, in the employment or service of the Company or of any company which is its holding company or subsidiary or which is allied to or associated with the Company or with any such holding company or subsidiary or who are, or were at any time, Directors or Officers of the Company or of any such other company as aforesaid or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested and to the wives, widows, families and dependants of any such persons; to establish and subsidise or subscribe to any institutions, associations, clubs or funds considered by the Directors of the Company to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid; to make payments for or towards the insurance of any such persons as aforesaid; to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful purpose and to do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.
(38) To adopt such means of making known the businesses, activities, products, goods and services of and articles dealt in and sold by the Company as may, in the opinion of the Directors of the Company, seem expedient.
(39) To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession, limiting competition or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or which can be carried on in conjunction with any business of the Company or which is capable of being conducted so as to benefit the Company, directly or indirectly.
(40) To establish or promote or concur in establishing or promoting any company, association, syndicate or partnership of any kind to acquire and take over all or any part of the undertaking, property, assets and liabilities of the Company or for any other purpose which may, in the opinion of the Directors of the Company, be likely, directly or indirectly, to benefit the Company and to place or guarantee the placing of, underwrite, subscribe for, conditionally or unconditionally, or otherwise acquire all or any of the shares, stock, debentures or other securities of any such other company.
(41) To sell, exchange, lease, mortgage, charge or otherwise dispose of the property, assets or undertaking of the Company or any part thereof for such consideration as the Directors of the Company may think fit and, in particular, for shares, stock, debentures or other securities of any other company, whether or not having objects altogether or in part similar to those of the Company.
(42) To distribute among the Members, in specie or in kind, any property of the Company or any proceeds of sale or disposal of any property of the Company but so that no distribution amounting to a reduction of capital shall be made except with any sanction for the time being required by law.
(43) To undertake and execute any trust which may, in the opinion of the Directors of the Company, be conducive to any of the objects of the Company.
(44) To act as agent, broker or trustee for any person or company and to act as secretary, manager, consultant, adviser, book-keeper or registrar of or transfer agent for any other company.
(45) To do all or any of the above things in any part of the world and either as principal, agent, trustee, contractor or otherwise and either alone or jointly with others and either by or through agents, trustees, sub-contractors or otherwise.
(46) To procure the Company to be registered or recognised in any place outside the Republic of Kenya.
(47) To do all such other things as are or may be deemed incidental or conducive to the attainment of any of the objects and the exercise of any of the powers of the Company.
It is hereby declared:
(a) that the word “company” in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in the Republic of Kenya or elsewhere;
(b) that the objects specified in each of the paragraphs of this clause shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or the name of the Company but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company; and
(c) that the meaning of any general word or words in any paragraph of this clause shall not be restricted by being construed ejusdem generis with any particular word or words in the same paragraph.
4. The liability of the Members is limited.
5. The share capital of the Company is Shillings one hundred thousand (Shs. 100,000) divided into five thousand (5,000) shares of Shillings twenty (Shs.20) each with power for the Company to increase or reduce such capital and divide any shares in its capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified or other rights, privileges, restrictions or conditions and to issue all or any part of such original, increased or reduced capital with or subject to such preferential, deferred, qualified or other rights, privileges, restrictions or conditions.
We, the several persons whose names, addresses and occupations 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, Postal Addresses and
Occupations of Subscribers Number of Shares taken
by each Subscriber Signatures of Subscribers
Total Shares taken
Dated this day of 2007.
Witness to the above signatures: