Section 7, Cap. 287

This Agreement shall be construed in all respects in accordance withthe laws of Sierra Leone. AS WITNESS the hands of the said Governor of Sierra Leone and the duly authorised representative of the Corporation. ANNEXURE A COLONY AND PROTECTORATE OF SIERRA LEONE. The Companies Ordinance (Cap. 39) COMPANY LIMITED BY SHARES. MEMORANDUM OF ASSOCIATION OF FREETOWN HOTEL LIMITED. 1. The name of the Company is " FREETOWN HoTEL LIMITED ". 2. The registered office of the Company will be situated in Freetown. 3. The objects for which the Company is established are- ( a) To carry on the businesses of hoteliers, restaurateurs, refreshment room, cafe, roadhouse, resthouse, tavern, inn, lodging and boarding house proprietors and keepers, hairdressers, launderers, dyers, cleaners, jewellers, newspaper agents, carriers and proprietors of marine and river craft, motor and other vehicles, garages; livery stables, clubs, baths, swimming baths, depositories, dressing rooms, libraries, grounds and places of amusement, recreation, sport, entertainment and instruction. * The Companies Ordinance is now Cap. 249. (b) To fit up and furnish any property for the purpose of letting the same to visitors or guests, whether in single rooms, suites, bungalows, chalets or otherwise. (c) To buy, sell, import, produce, manufacture or otherwise deal in food and food products, meat, groceries, fruits, confectionery, wine, spirit, beer and alcoholic beverages, tobacco, druggist supplies, beverages, linen, furniture, furnishings, and any other articles which may be used in any of the businesses mentioned in any paragraph of this clause. (d) To act as entrepreneurs and general agents, and, without prejudice to the generality of the foregoing, to act as travel agents and as agents for railway, shipping and airline companies, for carriers, for insurance companies, insurance underwriters, for cinema, theatre, circus, box office, concert hall, ballroom and music hall proprietors, and for promoters of recreation, entertainment and sport. (e) To purchase, take on lease or in exchange or otherwise acquire any land or buildings or any interest therein, and to re-sell the same, and generally to deal by way of sale, lease, exchange or otherwise in land, house property and any other property, whether real or personal. {f) To develop and turn to account any land acquired by the Company or in which the Company is interested, in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and by planting, paving, draining, letting on building lease on building agreement, and by advancing money to builders, tenants and others. (g) To manage land, buildings and other property, whether belonging to the Company or not, and to collect rents and income, and to supply to tenants, occupiers and others, meals, attendance, light, heat, water, waiting rooms, reading rooms, lavatories, laundry conveniences, electric conveniences and other conveniences and services. (h) To acquire and take over any business or undertaking carried on upon or in connection with any land or building which the Company may desire to acquire or become interested in as aforesaid, and the whole or any of the assets and liabilities of such business or undertaking, and to carry on the same, or to dispose of, remove or put an end thereto, or otherwise deal with the same as may seem expedient. (i) To establish and carry on, and to promote the establishment and carrying on, upon any property in which the Company is interested, of any business which may be conveniently carried on, upon or in connection with such property. (j) To receive money on deposit or loan and borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock {perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or company of any obligation undertaken by the Company or any other person or company as the case may be. S.L.-VoL. V-43* 3344 Cap. 287] Freewwn Hotel Limited Agreement (Ratification) (k) To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments. (l) To apply for, promote and obtain the enactment by any legislative house of any law, and to apply for and obtain any charter, privilege, concession, licence or authorisation of any government, municipality or other authority, for enabling the Company to carry any of its objects into effect or for extending any of the powers of the Company or for effecting any modification of the constitution of the Company or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the interests of the Company. (m) To enter into any arrangements with any government or authorities, supreme, municipal, local or otherwise, or any person or company, that may seem conducive to the objects of the Company or any of them. (n) To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint adventure or reciprocal concession, or for limiting competition 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 therewith or which is capable of being conducted so as directly or indirectly to benefit the Company. (o) To subscribe for, take or otherwise acquire and hold shares, stock, debentures or other securities of any other company having objects altogether or in part similar to those of the Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit the Company. (p) To invest and deal with the moneys of the Company not immediately required in any manner. (q) To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the Company. (r) To pay for any rights or property acquired by the Company, and to remunerate any person or company whether by cash payment or by the allotment of shares, debentures or other securities of the Companies credited as paid up in full or in part or otherwise. (s) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances or 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 a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid, and the wives, widows, families and dependants of any such persons, and also establish and subsidise and Freetown Hotel Limiteil Agreement (Ratification) [Cap. 287 subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and wellbeing of the Company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. (t) To procure the Company to be registered or recognised in any part of the world outside the United Kingdom. (u) To establish or promote or concur in establishing or promoting any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares, debentures or other securities of any such other company. (v) To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the Company or any part thereof for such consideration as 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. (w) To distribute among the members in specie 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 be made except with the sanction, if any, for the time being required by law. (x) To support or subscribe to or otherwise aid benevolent, charitable, national or other institutions or objects of a public character. (y) To act as agents, brokers, debt collectors, printers, publishers and underwriters and as trustees for any person or company and to undertake and perform sub-contracts and to do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or jointly with others, and either by or through agents, sub-contractors, trustees or otherwise. (z) To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them. And it is hereby declared that- (a) the word "company" in this clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons, whether corporate or incorporate; (b) the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall in no wise 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; (c) 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 is two hundred thousand pounds divided into 75,000 "A" Shares of one pound each and 125,000 "B" Shares of one pound each. 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. Signatures, Names, Addresses and Descriptions of Subscribers. JESSE THORPE, Director of Commerce and Industry, Gloucester Street, Freetown, Sierra Leone. TERENCE A. G. DENDY, Chartered Accountant, 27 Garrison Street, Freetown, Sierra Leone. Number of Shares taken by each Subscriber. 1 Share 1 Share . Signatures, Names, Addresses and Descriptions of Witnesses. CHRISTIAN J. R. THOMAS, Assistant Commerce and Industry Officer, Freetown, Sierra Leone. NICHOLAS J. A. COLE, 2nd Grade Clerk, Department of Commerce and Industry, Dated this 5th day of June, 1959. CoLONY AND PROTECTORATE OF SIERRA LEONE. The Companies Ordinance (Cap. 39) . COMPANY LIMITED BY SHARES. ARTICLES OF ASSOCIATION OF FREETOWN HOTEL LIMITED. TABLE A ExcLUDED. 1. The regulations in Table A in the First Schedule to the Ordinance (as hereinafter defined) shall not apply to the Company, except so far as they are repeated or contained in these Articles. INTERPRETATION. 2. In these Articles unless the context otherwise requires- " Sierra Leone " means the Colony and Protectorate of Sierra Leone; * The Companies Ordinance is now Cap. 249. Freetown Hotel Limited Agreement (Ratification) (Cap. 287 3347 "the Ordinance" means the Companies Ordinance (Cap. 39) of the * . laws of Sierra Leone; " the Statutes " means the Ordinance and any other Ordinance for the time being in force affecting the Company; " these Articles " means these Articles of Association as originally framed or as altered from time to time by Special Resolution; " the Directors " means the Directors for the time being of the Company; "the Secretary" means the Secretary of the Company, and any person appointed to perform the duties of Secretary temporarily; " the office " means the registered office for the time being of the Company; " the seal " means the common seal of the Company; "month" means calendar month; " person " includes a corporation, and a government. The singular includes the plural, and vice versa. Subject as aforesaid, any words or expressions defined in the Statutes shall bear the same meaning in these Articles. SHARES. 3. The initial capital of the Company is two hundred thousand pounds divided into 75,000 "A" Shares of one pound each and 125,000 "B" Shares of one pound each. 4. The Company is a Private Company, and accordingly- (a) no invitation shall be issued to the public to subscribe for any shares or debentures of the Company; (b) the number of the members of the Company (not including persons who are in the employment of the Company and persons who having been formerly in the employment of the Company were while in that employment and have continued after the determination of that employment to be members of the Company) shall be limited to fifty, provided that, for the purpose of this provision, where two or more persons hold one or more shares in the Company jointly they shall be treated as a single member; and (c) the right to transfer the shares of the Company shall be restricted in manner hereinafter appearing; (d) the Company shall not have power to issue share warrants to bearer. 5. The respective rights of the holders of the several classes of shares in the capital of the Company as to income, capital and the allotment of further shares are as follows- (a) As regards income.-The profits which the Company may determine to distribute shall be applied in the following order of priority- (i) in paying to the holders of the "A" Shares until and including the 31st day of December, 1963, a fixed non-cumulative dividend out of the profits of the period in respect of which the dividend is declared at the rate of 6 per cent. per annum, and from and including the 1st day of January, 1964, a fixed cumulative dividend at the * Now Cap. 249. Division into classes. Private Company. Rights attaching to "A" Shares and "B" Shares. Issue of shares. same rate, on the amount paid up on such shares held by them respectively; (ii) in paying to the holders of the " B " Shares until and including the 31st day of December, 1963, a fixed non-cumulative dividend out of the profits of the period in respect of which the dividend is declared at the rate of 4 per cent. per annum, and from and including the 1st day of January, 1964, a fixed cumulative dividend at the same rate, on the amount paid up on such shares held by them respectively; (iii) subject to the rights of any other class of shares for the time being issued, in distributing the balance amongst the holders of the "A" Shares and the "B" Shares according to the amounts paid up on the "A" Shares and the "B " Shares held by them respectively. (b) As regards capitaL-On a return of capital in a winding up or otherwise the surplus assets of the Company remaining after payment of its liabilities shall be applied in the following order of priority- (i) in repaying to the holders of the "A" Shares the capital paid up on such shares together with a sum equal to any arrears of the fixed cumulative dividend thereon calculated down to the date of the return of capital and to be payable irrespective of whether such dividend has been earned or declared or not; (ii) in repaying to the holders of the " B " Shares the capital paid up on such shares together with a sum equal to any arrears of the fixed cumulative dividend thereon calculated down to the date of the return of capital and to be payable irrespective of whether such dividend has been earned or declared or not; (iii) subject to the rights of any other class of share for the time being issued in distributing the balance amongst the holders of the "A" Shares and the "B" Shares according to the amounts paid up on the "A" Shares and the "B" Shares held by them respectively. (c) As regards bonus shares.-Upon an issue of shares pursuant to Article 108 such shares shall be issued as "A" Shares to the holders of the "A" Shares and as " B " Shares to the holders of the "B " Shares. (d) As regards the issue of further shares.-Any shares for the time being unissued (including any new shares) shall before issue unless all the Directors otherwise agree be offered to all the members holding shares in proportion as nearly as circumstances admit to their existing holdings of such shares and so that the shares to be offered to any member by virtue of his holding. "A" Shares shall be offered as "A" Shares, and the shares to be offered to any member by virtue of his holding " B " Shares shall be offered as " B " Shares at the same price. The offer shall be made by notice in writing specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined; and after expiration of that time or on the receipt of an intimation from the member concerned that he declines to accept the shares offered the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the number of new shares bears to the number of shares held by the members) cannot in the opinion of the Directors be conveniently offered under this Article. 6. Subject to the provisions of the last preceding Article 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 subject to 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. Special rights attaching to shares. 7. Subject to the provisions of the Ordinance, any Preference Share may, Redeemable with the sanction of an Ordinary Resolution, be issued on the terms that it Preference Shares. is, or at the option of the Company is liable, to be redeemed.