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{{somteco)

Memorandum of association and articles of association of SOMTECO

Contents Glossary Rules Rules regulations Article 1: The name of the company, Somali Truks Machinery en equipment company, and the logo; Article 2: The creation of the company Article3: the laws of and the Type of the business principles that govern SOMEC; Article 4: objectives of the company SOMEC; Article 5: the company headquarter location; Article 6:the shares of the company; Article 7: the increase of the shares and the number of the Shareholders; Article8: the duration( life time ) of the company; Article 9:The responsibilities of the company Management committee( founders); Article 10: Board of Executive Directors & its Functions and Responsibilities; Article 11: Election and dissolution Procedures of the EC; Article 12: The laws and the languages of the Agreement; Article 13: The Implementation of the Agreement; Article 14: The Registration and the distribution of the agreement copies; Article 15: The names of the Founders and their signature;

Introduction 1. This article of association, as a provision of Somali company registration law, is a commercial agreement that is in compliance with the Somali Law and with international laws related to company incorporation, rules and regulations. b) This memorandum reflects an agreement between the founders of this private company, Somali Machinery and equipment(SOMEC), Composed of --- members of the board of directors associated for a lawful purpose of the registration and the incorporation of the company. c) Whereby, by special resolution, an amendment is to be made to any law governing this agreement, only the founders of this company can make the changes with a vote not less than 51% of the board of directors in favour of the change. d)the founders of the company agreed to the rules and the laws governing the company with clear conscience and with their own free will. Generally speaking, most people who go in to business together do so as friends and with a degree of trust and confidence in each other, which is the case in here. e) SOMEC is a business entity with a management structure that includes the following: 1) Board of directors, the founders.      2) Executive Directors; Glossary A) SOMTECO, is an abbreviation of " Somali Machinery and Equipment Company; B) The laws that govern the company-- is entailed in the article of incorporation and registration: and is composed of 15 provisions; elucidating the governing jurisdictions and the legal guidance for the structure of the company and its members. C)Founders: Means the members who have initiated the organisation and the are the members of the current board of directors of the company. D) Board of Directors: Is  authorized for the overall management of the company and to have the ultimate decision making responsibility for the organisation. E) Executive Directors: Is the committee responsible for the day -to- day operations of the organisation, and is elected by the board of directors. F) Share: means share in the capital of the company(SOMTECO) that includes stock except where a distinction between stocks and shares is expressed of limited. Shares represent a shareholders' ownership of company. g) Shareholder: is an individual or institution( including a corporation) that legally owns one or more shares of stocks in SOMEC. H) Power: Means that the decision making power is based on number of the members of the Board of Directors who have same voting rights, irrespective of the number of shares one holds in the company. The great majority of the decisions made by this company will be through the Board of Directors. Generally, voting will be by the a show hands and, as such shareholder has only one vote. in many cases, a shareholder need not physically attend a General meeting in Person to be able to vote as voting can be done by" proxy"-there are now provisions to enable meetings to be held electronically. Rules and Regulations This agreement is composed of the following 15 articles as summarized below: Article 1 the name of the company, SOMEC( Somali Machinery and Equipment Company) and company logo.

Article 2: the creation of the SOMTECO Company

SOMEC was created on June 6, 1987 in the city of Mogadishu, the Banadir Region, Somalia. After 2 years of success and good connections with other companies, especially Italians, the Somali Government has been Collapsed. The documents of the company are also lost during the war, Some of the founders were continuing the company business as private people. Because of lack of government, en the registration institutions. Now, is Somalia again a country, recognised by the international community. A country desperately needed to rebuild after catastrophic distraction of the war, the work of SOMEC is indispensable. The main task is to import the machinery and equipment needed in Somalia.

Art.3: the laws and the type of business principles that govern SOMTEC

1. "Limited liability" means a company limited either by shares or a company limited by guarantee, similar or based on the Somali Law, as complementary Islamic laws ( such as Al-Canaan or Al-as-hum) and Internationally accepted principles whereby SOMEC is an independently functioning company(Juristic Personality or Legal personality). 2. SOMEC is a private local company that is authorized to legally op operate in Somalia operate in Somalia and in the Horn of Africa as whole. 3. SOMEC is commercial company specialized in importing the heavy machinery and equipment to rebuild the destructed country. 4. SOMEC is committed to conduct in responsible way, considering the interest of Somali people and the country.

art. Objectives of the organisation SOMTECO SOMTECO objectives are: 1. to import the needed machinery for rebuilding the country; 2. Sell these machinery and equipment the Somali people and other international investors with a payable price. 3. rent these machinery and equipment to Somali people and the international and local investors with payable price. 5. to arrange the technical team for maintenance of this equipment. 6. to give technical training the Somali youth, in order to participate the rebuilding the country; 7.to create a technical canters and industrial facilities to promote the technical capability of the country;

Article 5: the company headquarter location

1. the official headquarter of the company is Mogadishu; 2. SOMTECO has a legal right to open branches wherever in the country deemed necessary to have an office for business purposes

Article 6: the shares of the company

1. The company, SOMTECO, hasshares; 2.Each share is ---, which gives the company a net stock value of ---; 3. the distribution of the net capital will be paid in two instalment; a) First instalment payment is --, which is equivalent to -- shares; b) The second  instalment payment will be, which is equivalent to shares; 4. No one can own more than 50% shares of the company; 5. The smallest share of the company that can be bought or sold to someone is --- shares; 6. The company has the right to change the net capital in need to be changed; 7. The following list shows the names of the current board of directors and the shareholders(article 15 below);

Article7: The increase of the shares and the numbers of shareholders

1. The board of directors decides any changes made to the company capital stocks, the number of shareholders and the price of the company shares and price of the company shares. 2. When and if the shares are approved to increase by the board of directors the new shares will be divided equally among the board of directors to buy them; 3. If the board of directors fails to buy all the new stocks, the remaining shares will be sold to the general investors and to the public buy them, of course, in agreement with and following the general rules and conditions of the company.

Article 8: the Duration(Life time) of the Company 1. The company has 55 years to continue its operation, beginning --; Before a renewal is warranted. Renewal will 51% vote of the board of directors; Article 9: The Responsibilities of the Company Management committee ( founders) 1. The board of directors of the company consists of 9 permanent 2. The board of directors have the ultimate authority and all decision-making responsibility of the company; 3.All members of the board of directors have the same vote, each one has one vote only. 4.The board of directors is responsible to make policy of the organisation and its implementation. 5. The board of directors is responsible for setting the procedure for the organisational code of conduct and ethics, discipline and punishment, and award designation to those who deserve. 6.The board of directors are responsible for the following: a) the election of replacement of the executive committee. b) Approval of all business agreements between the company and another company or individuals; c)monitoring and auditing of the management in the company; d) approval of all buying and selling activities of all the assets of the company; e)approval of the annual budget or the company; f) approval of the distribution of the profit or increasing the savings ; g)approval of the increase of the company capital and stocks; h)approval of balancing the budget of the company; i)deciding the stock prices or to increase it when need be. J)Approval of any changes necessary for the governing laws of the company. k) resolving of all issues and disagreements in the company. l) naming of the external auditor. M)approval of all plans to improve the general welfare of company; n) approval of all funds deemed necessary to spend; o)approval of all loans greater than 10% of the company total assets; P)approval of the increase or decrease of prices for the company services; q)approval of the dissolution of the company; r)approval of any changes made to the type and importance of all projects the company contributes to. Article 10: Board of Executive Directors & its Functions and Responsibilities 1. The executive committee is elected from the board of directors; 2. The executive committee meets once a week during the first six months of their creation. The meeting do not include the extraordinary meetings that may occur. 3. The duties and the functions of the executive were clearly delineated in the third provision of article of association. 4. The term of office for the executive committee is two years that could be renewed; 5.The executive committee has a chairperson, vice chair and general secretary;

Article : 11 Election and dissolution procedures of the EC 1. All decision-making of the company require 51% of the Board of Directors; 2. The chairperson can offer his vote where a vote is a tie; 3. Nomination of a new committee or its renewal requires a vote 51% of Board of Directors; 4. A vote of at least 33% of the members of the board of directors is required to discuss whether to replace the chairperson of the executive committee; 5. The chairperson of executive committee has no power to vote for him/her self, nor for anyone else, when the voting is about the chairmanship; 6. In the event of voting is underway to replace the chairperson, an individual elected from thee members present as the time, should preside that voting event. 7. The vice chairperson id responsible to head the company when the chairperson is not present to run the company's day to day operations. 8. In the event of a sudden death, departure, resignation or firing of the chairperson of the board of directors, the vice chairperson will take the responsibility for that position until a new chairperson is elected. Article 12: the laws and the languages of the agreement. 1. this article of agreement should be written both in Somali and English; 2. The governing laws of the company, SOMTECO, is based on the Somali law, Islamic and Internationally recognised principles. This agreement will require additional review by those who prepared the original draft and the company Lawyer for a final edition. Article 13: This article of agreement will not be complete without the signature of all the board of directors of the company; article 14: The registration and the distribution of the agreement copies. 1. Each member of the board of directors will receive a copy of this document. 2. The original document will be kept at the ministry of commerce, who approved the company's legal business in Somalia, Also , a copy of the document will be placed ad the office of the attorney General of Somalia. article 15: The names of the founders 1) Mohamud Aden Abdulle 2) Musse Ahmed Hersi