SECTION 1

Article 1: NAME

An International Professional Association is formed in accordance with the laws of Cameroon, under the name “AFRICAN VENTURE CAPITAL ASSOCIATION”, abbreviated as “AVCA”.

Article 2: OFFICE

The statutory office of the Association is located in Yaounde, Cameroon. It can be transferred to any other location in one of the African countries by a decision of the General Assembly, published within one month of its date in one of the official newspapers.

Article 3: PURPOSE

The Association is a non-profit entity. Its purpose is to promote, develop and stimulate the private equity industry in Africa thus providing equity finance to companies with sound development potentials. The Association will promote the establishment of high ethical standards of business conduct and professional competence in the venture capital industry.

The Association shall stimulate the promotion, research and analysis of venture capital in Africa and in other countries or territories, indicated in the list decided by the Board of Directors, and facilitate contact with policy-makers, with research institutions, universities, trade associations and other relevant institutions.

The Association shall also encourage the creation, development and use of equity markets appropriate to the needs of venture capital investors and investees.

The Association shall collect, circulate information with regard to its sector of activities, promote training and best practices among the members.

The Association is empowered to acquire and dispose of property and goods but only insofar as necessary to enable the Association to carry out its purpose.

Article 4: DURATION

The Association is created for an unlimited duration. It can be dissolved at any time in accordance with the law and its Charter.

SECTION II- MEMBERSHIP

Article 5: MEMBERSHIP IN GENERAL

Private individuals, corporations, partnerships and associations are eligible to become Members of the Association. Distinction is made between Full Members and Associate Members.

Article 6: FULL MEMBERSHIP

Full membership is open exclusively to organisational units, persons defined as venture capitalists:

who can prove substantial activity in the management of equity or quasi equity financing;

whose main objective is long term capital gains to remunerate risks;

whose main centre of activity and principal investments are located in Africa within a Member State or a non-Member State of the Organisation for African Unity or territories, the list of which is decided by the Board of Directors, and

who can provide active management support to investees

Article 7: ASSOCIATE MEMBERSHIP

Associate membership is open to persons or companies representing a special interest group that can influence the development of venture capital in Africa.

Persons eligible to become Associate members include, but are not limited to banks, Universities, development capital organisations, consultants, financial advisers and stockbrokers, pension funds, insurance companies, development organisations and associations, private individuals and national associations for venture capitalists.

Article 8: REQUEST FOR ADMISSION

Request for admission as a Full or Associate Member must be addressed in writing to the Chairman of the Board and must contain a commitment of abidance by the Charter and a commitment to meet the financial obligations of membership for the entire duration of the membership. The board of Directors shall adopt procedures for the admission of Members.

Candidates for membership and accepted Members shall disclose such information as reasonably and equitably requested by the Board of Directors from time and under the appropriate and clearly defined conditions of confidentiality.

Article 9: SCRUTINY OF THE ADMISSIBILITY

The Board of Directors shall scrutinise the admissibility of the candidate for membership on the basis of the request for admission and in light of the conditions set out in Article 8 above. If the request for admission is accepted by the Board of Directors, the candidate shall become, as the case may be, a full or Associate Member of the Association upon receipt by the Association of the applicable dues and membership fees.

Article 10: LOSS OF MEMBERSHIP

Each Member has the right to withdraw from the Association, by addressing a written resignation to the Chairman of the Board. Such resignation, however, does not affect the liability for payment of membership fees for any indebtedness until the end of the current accounting year.

The exclusion of a member for failure to abide by the Charter or for any other lawful reason can be decided by the Board of Directors alone. The Board of Directors may elect to put such a proposal to the General Assembly and in that case the General Assembly meeting to that effect decides with a majority of two thirds of the votes of the Members present or represented, the Members concerned having been heard previously but not taking part in the vote.

SECTION III- ORGANISATION OF THE ASSOCIATION

Article 11: GENERAL ASSEMBLY AUTHORITY

The General Assembly has the authority to perform all lawful acts useful or necessary to the realisation of the Association’s purpose.

More specifically, the following matters are reserved to its competence:

Election of Directors;

Amendments to the Charter and dissolution of the Association;

Approval of the budget and the accounts.

The election of Directors shall be the prerogative of the Full Members only. Each candidate for the post of Director is nominated by the majority of the Full Members in the country of the candidate. They are willing to vouch for the candidate’s ability and willingness to serve the Association effectively.

Article 12: ORDINARY AND SPECIAL GENERAL ASSEMBLIES

An Ordinary General Assembly shall be held within six months after the closing of the accounting year, once a year at the date, time and place determined by the Board of Directors.

Special General Assemblies may be convened by the Chairman of the Board at the request of not less than half of the members of the Board of Directors or not less than one-third of the Full Members of the Association.

Article 13: NOTICE

Notice letters indicating the date, time, place, and agenda of the assembly shall be sent by mail, fax, or e-mail to all Members of the Association, at least four weeks before the scheduled date of the General Assembly, and at least two weeks before the scheduled date of a Special General Assembly.

Article 14: COMPOSITION – VOTING

The General Assembly is composed of all Members of the Association, both Full and Associate Members.

Every Full Member of the Association shall be entitled to one vote. Each Full Member may designate by proxy another Full Member at the General Assembly. The proxy holder shall have full authority to represent, vote and act for such member in all matters on the agenda at the General Assembly. Each Full Member may represent not more than two other Full Members.

Article 15: QUORUM AND MAJORITY

Subject to the provisions of Article 30 and except in cases where the present Charter requires a greater quorum, the General Assembly shall be validly constituted when not less one third of its full members are present or represented.

If, however, such a quorum is not present or represented at a given meeting of the General Assembly, the Board of Directors may convene a second meeting with the same agenda within three weeks. This meeting shall be validly constituted regardless of the number of Full Members present or represented, if the Board of Directors has indicated such in the notices. All resolutions shall be made by a simple majority vote of the Full Members present or represented, except in the cases where the present Charter provides otherwise.

Article 16: HOLDING OF THE MEETING

The General Assembly shall be presided over by the Chairman of the Board or in his absence by another Director appointed by the Full Members present or represented at the Meeting. The Chairman shall appoint a Secretary for the duration of the Meeting.

Article 17: MINUTES

The resolutions of the General Assembly shall be recorded in minutes signed by the Chairman and the Secretary of the Meeting and kept at the disposal of the Members.

Article 18: BOARD OF DIRECTORS, COMPOSITION.

The Association is managed by a Board of at least four, but not more than eight Directors, who are elected by the General Assembly for a term of office of two years.

The Directors shall remain in office until their successors are elected. They can be re-elected, but each may not serve for more than six consecutive years, except those Directors elected successively as Chairman-elect, Chairman and Past-Chairman.

Directors may not exceed four consecutive years, except in the case of those directors elected successively as Chairman-elect, Chairman and Past Chairman.

In case of death, resignation or departure for any reason whatsoever of a Director, the remaining Directors may co-opt a new Director who shall remain in Office until the next General Assembly, which shall elect a new Director.

Article 19 (a): POWERS AND DELEGATION OF POWERS OF THE BOARD OF DIRECTORS.

The Board of Directors is empowered to perform all lawful acts of management and administration, with the exception of those specifically reserved for the General Assembly. It shall be responsible for the establishment of the Code of Conduct of the Association and its observance by the Members. The Board elects from among its members the Chairman, a Secretary General and a Treasurer. The Board of Directors may delegate the daily management of the Association to the Secretary General of the Association. It may also, on its responsibility, delegate well-defined powers to the Executive Committee or to one or more persons.

Article 19(b): THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS COMPOSITION

The Executive Committee of the Board of Directors is composed of the Chairman, the Vice Chairman, the Secretary General, and the Treasurer as well as a Past-Chairman and, as they are elected, Directors who preside over specific Operating Committees established within the Association.

The Executive Committee comprises a minimum of four and maximum of eight Directors. With the exception of the past-Chairman, in the event of non-re-election, death, resignation or departure of a member of the Executive Committee for any reason whatsoever, the Board of Directors may co-opt a Director as member of the Executive Committee who will remain in this office until the next Ordinary General Assembly.

Article 19(c): POWERS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall advise and prepare decisions of the Board of Directors and shall execute such decisions.

The Executive Committee shall establish the Committees set forth in Article 24 of the Charter and shall co-ordinate their activities.

The Executive Committee shall supervise the operational activities of the Secretariat of the Association.

Article 20: MEETINGS – QUORUM AND MAJORITY

The Annual Meeting of the Board of Directors shall be held immediately following the Ordinary General Assembly and shall elect among its Members the Chairman, the Chairman-Elect and the Treasurer.

Regular meetings of the Board shall be held as determined by the Board.

Special meetings of the Board of Directors may be called by the Chairman at the request of not less than one third of the Directors.

The meeting of the Executive Committee shall be held immediately following the meeting of the Board of Directors and shall determine the regular meetings of the Executive Committee.

Special meetings of the Executive Committee shall be called by the Chairman at the request of not less than one third of the Members of the Executive Committee.

Notice of all meetings shall be mailed, telegraphed, telexed, telefaxed, telephoned or communicated by any electronic means, at least fourteen days prior to the date of such meeting. Meetings of the Board or of the Executive Committee may also be held without the notice of fourteen days if all the Directors or the Members of the Executive Committee are present or if those not present waive notice prior to the meeting.

Any Director may be represented at a meeting of the Board of Directors by another Director. Each Director may represent not more than one other Director.

Any Member of the Executive Committee may be represented at a meeting of the Executive Committee by another Member of the Executive Committee. Each Member of the Executive Committee may represent not more than one Member of the Executive Committee.

The Board of Directors and the Executive Committee may only deliberate validly if one half of their Members are present or represented.

The resolutions of the Board of Directors and the Executive Committee shall be made by a majority vote of Directors present or represented. In case of a tie, the vote of the Chairman shall decide the vote.

Article 21: OBSERVERS AT MEETINGS OF THE BOARD OF DIRECTORS

During at least three years after the creation of the Association, a maximum of two observers, designated by the Board of Directors, may attend all meetings of the Board of Directors and the Executive Committee.

Notice of all meetings of the Board or of the Executive Committee shall be mailed, telegraphed, telexed, telephoned or communicated by any electronic means in use, to the observers at least fourteen days prior to the date of such meeting. The observers shall act as advisers to the Board of Directors and shall have access to any information and records necessary to fulfil their functions.

Article 22: REPRESENTATION OF THE ASSOCIATION

Except in those cases where pursuant to Article 19 of the present Charter with a delegation of powers published in the Cameroon National Newspaper Cameroon Tribune, all acts binding the Association shall be signed by the Chairman of the Board, and in his absence, an Executive Committee Member, as well as the Secretary General, who may also be substituted by a different Executive Committee Member or a Director. They shall be under no obligation to justify to third parties the powers conferred upon them to that end.

Article 23: MINUTES

The resolution of the Board of Directors shall be recorded in minutes, signed by the Chairman or by the Chairman-Elect or the Past-Chairman and kept in a special minutes book.

The minutes book shall be kept at the registered office of the Association. Copies of all minutes shall be sent to each Director and to the observers.

Article 24: OPERATING COMMITTEE

The Executive Committee may establish those operation Committees within the Association, which it considers necessary to promote the purpose of the Association.

The Committees shall have such powers as specified by resolution of the Board.

Each Committee shall be led by a Director who is appointed as a Member of the Executive Committee, if he is not already serving in this capacity.

Article 25: STAFFING

The Association may have a permanent staff which will include the Secretary General of the Association.

The Secretary General shall attend all General Assemblies and all meetings of the Board of Directors and of the Executive Committee.

After due notification and upon proposal by the Executive Committee, Members of the staff will be appointed by and will report to the Board of Directors. They will have the powers delegated to them by decision of the Board.

SECTION IV- BUDGET, DUES

Article 26: BUDGETS AND ACCOUNTS

The accounting year shall end on December 31st of each year.

The accounts of the Association shall be audited and certified at the end of each accounting year by a firm or certified public accountants chosen by the Board.

The Board must submit the accounts for the accounting year ended as well as the budget for the next accounting year to the General Assembly for approval.

Article 27: DUES

The Association shall be financed by annual fees of the Members and by contributions from private or public sources.

Upon proposal by the Executive Committee, the Board of Directors shall determine the account of dues and other charges and the manner of payment.

Changes in the amount of dues or other charges shall not be effective until thirty days after the date of change. Members who remain in arrears with their financial obligations for more than eight weeks after being reminded by registered mail, their voting rights and other rights of membership shall lapse.

SECTION V: ASSETS AND LIABILITIES OF THE ASSOCIATION

Article 28: MEMBERS’ INTERESTS IN THE ASSETS OF THE ASSOCIATION

All interests of a Member in the funds, capital and assets of the Association shall immediately cease in the event that membership of such Member shall terminate for whatever reason, except in the event of dissolution of the Association.

In the event of termination of membership, neither the Member concerned nor his representatives shall have the right to bring a claim against the Association, the other Members or their representatives, on account of such assets.

Article 29: DISPOSAL OF THE ASSOCIATION’S ASSETS IN THE EVENT OF DISSOLUTION

Upon dissolution of the Association, and after payment of all indebtedness and obligations of any kind, the funds, capital and assets of the Association shall be divided among the Full Members of the Association, according to their total years of membership. Each member will be liable maximum to the extent of his contribution to the Association.

SECTION VI: AMENDMENTS TO THE CHARTER, DISSOLUTION

Article 30:

Every proposal to amend the Charter or to dissolve the Association must emanate from the Board of Directors or from at least two thirds of the Full Members of the Association.

The General Assembly shall be validly constituted when at least two thirds of its Full Members are present or represented.

If, however, at this General Assembly less than two thirds of the Full Members are present or represented, another General Assembly convened pursuant to Article 13 of the present Charter shall validly and finally decide on the agenda, irrespective of the number of Full Members present or represented at the General Assembly.

The resolutions shall be made with the majority of two thirds of the Full Members present or represented.

Amendments to the Charter shall become effective only after their publication formalities.

The General Assembly shall determine the modalities of the dissolution and liquidation of the Association.

SECTION VII – LANGUAGE

Article 31:

English and French shall be the official languages of the Association.

English shall be the working language of the Association. French translation of working documents will be available at the request of one or more Full Members. Working languages other than English can only be added by a decision of the full Board of Directors.

All documents for publication shall be drafted in English. A French translation will always be available.

Should the French and English versions of the documents for publications differ, the English version shall prevail.

SECTION VII – GENERAL RULES

Article 32:

Should any item not be governed by the present Charter, it will be settled according to Cameroonian law.

Cape Town

November 9th, 2001