Bylaws

Corporate Purpose
1.The corporate purpose of the company includes providing consulting services to individuals or legal entities in the following areas: identification and planning (conducting diagnostics, drafting projects and strategic plans, developing indicators, defining protocols and internal processes, etc.); management (developing operational and budgetary plans, contracts, implementing and executing actions, investments, etc.); administration (contracts and finances, accounting and treasury, tenders, logistics, human resources, assets, etc.); control (auditing and certifying accounts, internal control, external audits, evaluation, and oversight, etc.); and training and capacity building in the aforementioned areas. Additionally, the company offers services related to optimizing management and managing activities in areas such as mathematics and scientific research, statistics and data processing, finance and insurance, public and private administration, logistics and transportation, energy and energy resource exploitation, water and electricity supply, construction and real estate, safety and health, politics and diplomacy, international cooperation and humanitarian aid, agriculture and fishing, and rural and urban development.

2.The company may acquire stakes in companies with a different purpose or in companies regulated by special laws and may join complementary business groups.

Duration

The company will have a duration of ninety-nine years from the date of its establishment.

Share Capital
The subscribed share capital is fully paid up in the amount of 1,000,000 FCFA (one million CFA francs) and is entirely associated with the sole owner, Mr. Alberto TANGANELLI.

Cessão da Empresa
A cessão da sociedade è livre e poderá ser feita em acordo com a lei em vigor em favor dos estranhos.

Administração e Gerência
A administração e a gerência da sociedade serão exercidas por um administrador Gerente que poderá ser uma pessoa diferente do titular da totalidade do capital social contratada e possivelmente remunerada pela empresa mesma.
Por disposição transitória , fica desde já nomeado gerente o titular da totalidade do capital social.

Delegation of Powers
The provisions of the previous article do not preclude the company from delegating powers through legal and regulatory instruments, which will operate within the scope and limitations of the powers granted to them.

Obligations
The company is bound, both actively and passively, by the signature of the sole owner of the entire share capital, except for acts of mere administration.

Hiring of Individuals or Legal Entities and Partnerships
To achieve the objectives of its actions, the company may hire individuals or legal entities with whom it will sign collaboration or partnership agreements in accordance with the legislative rules of the location where the actions will be implemented.

Prohibition
The company is expressly prohibited from operating in situations of conflict of interest, such as auditing or certifying the accounts of companies or organizations in which it has acquired stakes or for which it will assume management responsibilities.

Representation
The company is represented in court, both actively and passively, by the Managing Director.

Distribuição de Lucros
Os lucros de cada exercício serão distribuídos da seguinte maneira: 90% em favor do titular da totalidade do capital social, 10% em favor de acções humanitárias ou de pesquisa.

Death of the Sole Shareholder
Upon the death of the sole shareholder, the heirs of the deceased will appoint a representative among themselves while the respective share remains undivided.

Other Conditions
All other matters will be governed by the legal and regulatory provisions of the Republic of Guinea-Bissau and the decisions of the sole shareholder.