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STATUS OF THE COMPANY "IRAKOZE INVESTMENT" OF PERSONS WITH LIMITED RESPONSIBILITY "SPRL"
Between the undersigned:
NDORICIMPAYE JEAN MARIE VIANNEY
IRAKOZE RACHEL
It was agreed to create a limited liability partnership, “IRAKOZE INVESTIMENT" company governed by these statutes and the laws in force in Burundi, especially by law no1/09 of May 30, 2011 on the Code of Private Companies and Participation Public.
CHAPTER I. NAME REGISTERED -OFFICE-OBJECT-DURATION
Article 1: The Company takes the name of: "IRAKOZE INVESTIMENT, IRA-INVEST in acronym" S.P.R.L
Article 2: The head office is established at BUJUMBURA-TOWN HALL NTAHANGWA commune. Branches, agencies and offices can be opened anywhere in Burundi, by decision of the General Assembly.
Article 3: The purpose of the company is:
· CONSTRUCTION
· LAND TRANSPORT OF GOODS AND PEOPLE
· SPORTS SERVICES
· AGRICULTURE AND AGRI-FOOD PROCESSING
The company may, moreover, take an interest by way of contributions, merger, subscription, financial intervention or otherwise, in any other group having in whole or in part an object likely to favor that of the company.
Article 4: The Company is incorporated for an indefinite period.
CHAPTER II. SHARE CAPITAL - SHAREHOLDERS AND ASSIGNMENTS
Article 5: The share capital is set at two million Burundian francs (2,000,000 BIF), it is represented by 10 shares with a nominal value of Two hundred Thousand Burundian francs (200,000BIF) each.
This capital is distributed as follows
| Partners | Number of shares |
| NDORICIMPAYE JEAN MARIE VIANNEY | 5 |
| IRAKOZE RACHEL | 5 |
Article 6: The shares as detailed in Article 5 are fully paid up by the Partners. They may be increased or reduced at any time by the decision of the General Assembly ruling under the conditions required by company law for the modification of the articles of association.
Article 7: The shares are registered. They are entered in the register of Partners held at the head office which holds all the information relating to the designation of each partner and the number of its shares.
Article 8: The shares are transferable by way of inheritance and any partner may transfer their shares to a third person. The decision must be approved at the General Assembly of Partners.
Article 9: The inter vivos transfer or transmission for cause of death of the shares of a partner is subject, under pain of nullity, to the approval of the other partners.
CHAPTER III. ADMINISTRATION-MANAGEMENT
Article 10: The Company is administered by a Managing Director for a period decided by the constitutive general meeting or by the ordinary general meeting. He is vested with the broadest powers to act in all circumstances or in the name of the company. He exercises them within the limits of the corporate purpose and subject to those expressly attributed by law to shareholders' meetings.
Article 11: The General Assembly fixes the remuneration of the Managing Director.
CHAPTER IV. GENERAL ASSEMBLY
Article 12: The ordinary general meeting will be held at least once a year at the invitation of the Managing Director.
Article 13: Each associate votes by himself or by proxy.
The vote can be cast in writing.
Each share confers only one vote.
Article 14: Each convocation of the General Assembly will include on the agenda, the date, time and place of the meeting. The deliberations will focus only on the subjects mentioned on the agenda. Releases are recorded in a report in a register kept at the head office. The partners have the right to obtain from the Managing Director the communication of letters and social documents, and to ask questions in writing on social management, to which he must respond in writing.
CHAPTER V. INVENTORY-ANNUAL ACCOUNTS-RESERVE-DISTRIBUTION OF PROFITS
Article 15: The financial year begins on January 1 and ends on December 31 of each year. At the end of each financial year, the Managing Director will draw up an inventory of the transferable securities, and of the assets and liabilities of the company. He will establish the balance sheet, indicating specifically and by name the debts of the partners to the partners as well as the profit and loss account.
The Managing Director must submit the balance sheet with a report on the operations of the company to the partners, one month before the ordinary general meeting. This will rule on the adoption of the balance sheet and profit and loss account and will rule after adoption on the discharge of the Managing Director.
Article 16: The favorable surplus of the balance sheet, after deduction of all charges, constitutes the net profit of the company. This profit will be shared between the partners according to the number of their respective shares, each share conferring an equal right. However, the partners may decide that all or part of this balance be made on the creation or supply of a reserve fund.
The losses will also be borne by the partners in proportion to the paid-up shares, without a partner being liable for more than the amount of his shares.
CHAPTER VI: DISSOLUTION-LIQUIDATION
Article 17: The Company can be dissolved by decision of the General Meeting of Partners.
Article 18: In the event of dissolution, the liquidation of the company will be continued within the time limit and according to the number of their respective parts, each part conferring an equal right.
Any losses will be borne by the partners in the same proportion as during the sharing of profits.
Article 19: Any partner can prevent himself from being represented by a representative. This agent has full power to act in place of his representative.
CHAPTER VII: GENERAL PROVISIONS
Article 20: For the execution of these articles of association, the partners elect domicile at the registered office of the Company, the location of which will serve as the basis for determining jurisdiction.
Done in Bujumbura 21st /6/201
Partners and their signatures
NDORICIMPAYE JEAN MARIE VIANNEY
IRAKOZE RACHEL