DRAFT SHAREHOLDERS AGREEMENT GROUP RULES & REGULATIONS

MAPATO GROUP

MEMBERS AGREEMENTMAPATO GROUPCONSTITUITONPREAMBLE

The parties to this agreement hereinafter referred to as members enter into an understanding regarding the creation of an investment group which is for their financial benefit. The members will pool resources as determined below through membership fees and contributions which will go towards profitable investments as will be decided by members, for long-term growth and development.

This agreement supersedes in all respects any other agreement or understanding whether written or verbal between the members, and is the basis of the members participation in the investment group.

The members of this investment group include all those whose names and signatures appear in Schedule 1 attached to this agreement.

1 NAME & NATURE OF GROUP

1.1. The group is an investment group which shall be known as MAPATO Group

1.2. Membership shall comprise Kenyan adult women who enter into this agreement with the understanding that it is a non-political non-partisan group for the sole ideal of enrisching group cohension and socilizim unity and benefit of generating wealth for its members through diverse investment vehicles

2 OBJECTIVES OF GROUP

2.1. AIM - To combine members resources to generate wealth through income-generating investment vehicles

2.2. These will include but not be limited to: real estate, capital markets, etc2.3. Members will be expected to act in good faith to achieve these objectives by availing the necessary resources and expertise and employing their best effort

3 MEMBERSHIP

3.1. SUBSCRIPTION3.1.1. All members will pay a non-refundable annual subscription fee of Ksh. 200 for administrative purposes3.2. CONTRIBUTION

3.2.1. Contributions will be monthly by the 1st of every month (2,000), such quantities as to be set by members from time to time3.2.2. 10,000

3.2.3. Only fully paid up members may participate in the group activities3.3. ADMISSION

3.3.1. New members will be admitted upon nomination by fellow members and ratification by a general meeting

3.3.2. New members will be required to achieve the level of current members contribution in the initial 2 year build-up period. Thereafter, joining rules will be determined by members.

3.4. SUSPENSION

3.4.1. Failure to remit monthly contributions for a consecutive period of three (3) months will attract suspension 3.4.2. Once suspended a member may only be reinstated within the following three (3) months by fully making good owed monies in that period

3.4.3. Failure to do that will result in expulsion from the group with subsequent refunding of contributions less deductions .3.5. RESIGNATION

3.5.1. A member may resign from the investment group but a one (1) months notice period will be given and in that period the member need not contribute further.3.5.2. Any member desiring to resign from the investment group shall be required to submit their resignation in writing to the Secretary, who shall inform the Treasurer, for purposes of starting the contribution refund process. Members shall be informed via SMS and at the next General Meeting.3.5.3. Refund of contributions owing to the said member, less deductions, will be calculated and communicated to the member for collection upon expiry of the notice period

3.6. EXPULSION

3.6.1. A member may also be expelled from the investment group if their actions are found to be detrimental to the smooth running of the groups affairs.

3.6.2. However such expulsion shall only be after a hearing before an extraordinary members meeting.

3.6.3. On expulsion from the group, there will be subsequent refunding of contributions less deductions .3.7. PENALTIES

3.7.1. Failure to remit monthly contributions on time will attract a penalty fee of Kshs. 200 payable together with the late contribution withi3.8. REFUNDS

3.8.1. Refunds of contributions by members subsequent to suspension, resignation or expulsion from the investment group are subject to deductions to cater for administrative and investment costs.

3.8.2. Deduction levels are set at 10% of total contributions, subject to change as may be determined by members when the need arises.

3.8.3. However, if all the investment groups monies are tied up in illiquid investments, the said member will have to wait for their refund until such a time as is practically possible.

4 OFFICE BEARERS4.1. TITLES & TERMS OF OFFICE4.1.1. MAPATO Group shall have office bearers who shall be elected by members as follows: Chairperson, Vice-Chairperson, Secretary, Treasurer and organizing secretary4.1.2. Bearers shall hold office for a period not exceeding one (1) year from the date of the last election.

4.1.3. Persons holding such office are eligible for re-election but not for more than 1consecutive terms.

4.2. DUTIES & RESPONSIBILITIES4.2.1. CHAIRPERSON4.2.1.1. To preside over all meetings of elected officials and all other general members meetings

4.2.1.2. To ensure good order and conduct of group members in as far as club activities are concerned

4.2.1.3. To make correspondence for and on behalf of the group where applicable

4.2.2. VICE-CHAIRPERSON4.2.2.1. To deputize for the Chairperson in the Chairpersons absence

4.2.2.2. To carry out any other duties as shall be specified from time to time on behalf of the Chair

4.2.3. SECRETARY4.2.3.1. To make all communications on behalf of the Group4.2.3.2. To be the custodian of all group documents and records except those of a financial nature4.2.3.3. To take and circulate minutes of all group scheduled and extraordinary meetings in a timely way

4.2.4. TREASURER4.2.4.1. To acknowledge receipt of members contribution by way of deposit slips or Electronic Funds Transfer - no direct receipt of actual money will be allowed4.2.4.2. To keep and update financial records of the group: members contributions, refunds, dividend pay-outs, payments for investments by the group, etc4.2.4.3. To provide monthly financial reports on the status of group accounts: members contributions, investments made, refunds made, penalties charged, etc

4.2.4.4. To ensure the Group gets the best return for its money from the most cost-effective accounts held, to the services it receives from financial institutions.

4.2.4.5. To prepare the Annual Financial report for presentation at AGM until such a time as the Group starts making investments at which point Audited Accounts will be required.4.2.5. COMMITTEES4.2.5.1. Weddings

4.2.5.2. death

4.2.5.3. graduation

4.2.5.4. End year abe agree with members.

4.2.5.5. The Executive Committee shall comprise the above mentioned officers who shall be charged with the overall responsibility of managing and directing the affairs of the Group4.2.5.6. However, other committees may be created on an ad hoc or permanent basis as the members of the group shall see fit

5 MEETINGS

5.1. TYPES OF MEETINGS

5.1.1. Annual General Meetings - AGMS shall be held once every year at which elections of all office bearers shall take place and the Annual Audited Financial report presented to members

5.1.2. General Meetings GMs shall be held at least once every three (3) months and a meeting calendar shall be set at the beginning of every Group year

5.1.3. Extraordinary Meetings - these may be called from time to time by the Chairperson in consultation with members as and when the need arises 5.2. QUORUM

5.2.1. Annual General Meetings at least of all members should be present5.2.2. General Meetings at least 50% of members should be present

5.2.3. Extraordinary Meetings at least 2 office bearers and 50% of members should be present

5.3. NOTICES5.3.1. Notice to hold meetings shall be for a period of not less than:

5.3.1.1. Twenty-one (21) days for the Annual General Meeting

5.3.1.2. Fourteen (14) days for General Meetings

5.3.2. Extraordinary Meetings can be called as soon as possible5.3.3. Such notices shall be in writing (e-mail) and shall indicate the date, time and place of such a meeting as well as the Agenda5.4. PENALTIES

5.4.1. Penalties for absenteeism without notification will be Kshs. 100 deductible from contributions5.4.2. In order to be officially absent from meetings, a member must communicate to the Chair or Secretary their non-attendance, not less than twenty-four (12) hours to the meeting time.

5.4.3. Certain members, by nature of their geographical location (e.g. those abroad), will be exempt from meetings as the membership determines

5.4.4. In emergency situations, where a member is absent without notice, penalties will not be levied. However, members are expected to act in good faith.

5.5. RESOLUTIONS

5.5.1. Resolutions shall be decided through Proposing and Seconding in the event that they are unanimous, if not, voting will take place and a simple majority will carry the day.

5.5.2. Once a resolution is passed by members, it is to be written and signed by all members (and by proxy for those not present) and implemented.

5.5.3. Proxy forms are to be filled in by members who are not present and maintained with the Secretary.

5.6. MINUTES

5.6.1. The Secretary shall record the minutes of each meeting in English.

5.6.2. The minutes are to be circulated within seven (7) days of the meeting.

5.7. CONDUCT DURING MEETINGS 5.7.1. In the absence of both the Chair and Vice-Chair, any other member of the Executive Committee shall take the chair.

5.7.2. All members shall be required to maintain a high standard of discipline and self-control during sitting5.7.2.1. A speaking member shall have the right to be heard without interruption save for the chair. For any interruption, a member shall seek permission from the chair.

5.7.2.2. Members may not leave a meeting without excusing themselves to the Chair, at an appropriate time

5.7.2.3. Members arriving late must NOT interrupt the meeting but settle in and continue with the meeting

5.7.2.4. No alcohol consumption is allowed during meetings

6 FUND MANAGEMENT6.1. Wealth generation through investment is the groups primary objective

6.2. As such, each members opinion is highly valued and their input required

6.3. INVESTMENT POLICY6.3.1. Investment ideas are generated through the general membership

6.3.2. The process is as follows:

6.3.2.1. Any member proposing an investment, compiles a detailed proposal of the project and forward to the Executive Committee

6.3.2.2. The Executive Committee collates these proposals and presents an Investment Paper to the general membership

6.3.2.3. An Investment Sub-committee is then elected by the members to conduct due diligence on the said project (s)

6.3.2.4. The Investment Sub-committee presents its Report to the membership

6.3.2.5. Upon debate and agreement by the general membership, the prevailing idea (s) is confirmed through a Resolution and implemented

6.3.2.6. Regular progress updates are then provided by the Investment Sub-Committee

6.4. DIVIDEND POLICY6.4.1. No dividends will be payable to the membership for at least two (2) years from inception in order to build critical financial mass

6.4.2. Thereafter, dividend policy will be recommended by the Executive Committee with input from members

6.5. LOAN POLICY6.5.1. Members will not be accessing personal loans through the investment group6.5.2. All monies contributed are geared towards accessing investment opportunities 6.5.3. The Group can however borrow funds from financial institutions by the agreement of members through passing of a Resolution

6.6. INCOME POLICY

6.6.1. Income will be regarded as proceeds from: annual subscriptions, monthly contributions, penalties and investment returns

6.6.1.1. Annual subscriptions are for administrative purposes as outlined in 3.1.1

6.6.1.2. Monthly contributions are geared 85% towards investment and 15% towards cost of investment (legal fees, search fees, opening and operating investment accounts/brokers, etc)

6.6.1.3. Penalties are bonuses earned by the Group through member defaults and may be used towards administrative and investment costs or straight to the bottom line

6.6.1.4. Investment returns can either be re-invested or distributed as dividend7 BANK ACCOUNT & SIGNATORIES

7.1. MAPATO Group shall operate a CHAMA current account with Bank of The signatories to the account shall be six (6) the Chair, Vice-Chair, Secretary and Treasurer plus two (2) other members

7.2. ALL transactions will require ANY three (3) signatories. 8 OVERSIGHT8.1. The Groups accounts and financial records shall be available for inspection by any member from time to time upon three (3) business days notice to the custodian of the records8.2. The books shall be audited on an annual basis by an external auditor

8.3. Such audit reports shall be availed to members and read to them at the AGM

9 DISPUTE RESOLUTION & CO-OPERATION

9.1. Disputes between members having to do with Group affairs shall be arbitrated by a committee appointed by the general membership9.2. Failing the above mechanism, the arbitrator shall be, if the matter in dispute is principally:

9.2.1. A legal matter, a lawyer practicing in the Republic of Kenya of not less than ten (10) years standing and acceptable to the disputing parties9.2.2. Any other matter, an independent person agreed upon between the Parties

9.3. Members will work jointly in the closest co-operation with each other in regard to all the matters relating to the Group attending meetings, giving input and ideas, voting where required, etc

9.4. Integrity will be a principal factor in the relationship of all members. Any member whose integrity is in question and who may be found to be involved in acts that compromise the rest of the members will face disciplinary action to be recommended by members at a special general meeting. Some of the acts that may lead to disciplinary action include but are not limited to: non-disclosure of interest, conflict of interest, corruption, interference with laid down procedure or any other behavior construed as lack of integrity.

10 TERMINATION / WINDING UP OF OPERATIONS10.1. GROUP CLOSURE

10.1.1. The Group shall be wound up upon a Resolution by an Extraordinary General Meeting and upon approval of such a resolution by at least two-thirds (2/3) of ALL members 10.1.2. Upon dissolution, liabilities, income, assets and losses of the Group shall be apportioned to all members equally.

10.2. DEATH OF A MEMBER

10.2.1. Next of Kin Information10.2.1.1. In the event of death of a member, the Next of Kin shall be informed10.2.1.2. In this regard, each member must fill in current Next of Kin forms and maintain this with the Secretary

10.2.1.3. The Next of Kin form shall be treated as a confidential document

10.2.2. Nominees

10.2.2.1. Every member shall nominate one or more persons to whom on her death, shares, deposits or other interest shall be vested10.2.2.2. Such appointment shall be attested by two witnesses who are members of the Group10.2.2.3. A member has the right to change her nominee (s) in writing and signed by the member in the presence of two witnesses who are members of the Group10.2.2.4. A member who prefers more than one person as nominee shall be required to specify the percentage of shares, deposits, dividend or any other interest to be transferred/paid to each nominee in the event of death10.2.2.5. In the event that the nominee is a minor i.e. below eighteen (18) years, the member will have to nominate a Guardian to represent the interest of the nominee minor.

10.2.3. Process10.2.3.1. After documentary proof has been obtained of death of a member, the Group shall pay to the nominee (s) the value of the deceased members shares, deposits, dividend or any other interest WITHOUT any further deductions as soon as possible but not later than 90 days unless Clause 3.8.3 applies

10.2.3.2. If for any reason on the death of a member, a nominee does not exist, the Group may make payment to the personal representative or recognized heirs of the deceased member10.2.4. Discharge

10.2.4.1. After payment of the deceased members shares, deposits, dividend or any other interest to the nominee (s), the Groups obligations shall be discharged2,000/= as death contribution of a member.PAGE 8MEMBERS AGREEMENT RULES & REGULATIONS