Absa Bank Botswana : CONSTITUTION OF ABSA BANK BOTSWANA LIMITED

Constitution of Absa Bank Botswana Limited 2024

CONSTITUTION OF

ABSA BANK BOTSWANA LIMITED

A public company incorporated according to the laws of Botswana

under company registration number

BW00001237900

AS ADOPTED BY SPECIAL RESOLUTION PASSED ON THE

4 DAY OF JULY 2024

	Constitution of Absa Bank Botswana Limited 2024
TABLE OF CONTENTS
1.	INTRODUCTION	4
2.	INTERPRETATION	7
3.	ACT, BANKING ACT AND LISTING RULES	11
4.	DEBENTURES	12
5.	LEGAL NATURE AND RIGHTS ATTACHING TO SHARES	12
6.	CAPITAL	14
7.	ISSUE OF NEW SECURITIES	14
8.	COMMISSION	17
9.	TRANSFER OF SHARES / SECURITIES	17
10.	DISTRIBUTIONS	17
11.	FINANCIAL ASSISTANCE ON ACQUISITION OF SHARES	19
12.	RESERVES	19
13.	ISSUE OF STATEMENT OF SHAREHOLDERS' RIGHTS	19
14.	EXERCISE OF POWERS RESERVED TO SHAREHOLDERS	20
15.	SPECIAL RESOLUTIONS	20
16.	MANAGEMENT REVIEW BY SHAREHOLDERS	21
17.	DISSENTING SHAREHOLDER MAY REQUIRE COMPANY TO PURCHASE SHARES	21
18.	SHAREHOLDER PROPOSALS	22
19.	ANNUAL MEETINGS OF SHAREHOLDERS	22
20.	VOTING AT MEETINGS	25
21.	POWERS AND DUTIES OF THE BOARD	27
22.	MAJOR TRANSACTIONS	32
23.	BORROWING POWERS	32
24.	PROCEEDINGS OF BOARD	33
25.	MANAGING DIRECTOR - APPOINTMENT AND DISMISSAL	35
26.	DUTIES AND POWERS OF THE MANAGING DIRECTOR	35
27.	TERMINATION OF EMPLOYMENT - EXECUTIVE DIRECTOR	36
28.	INTERESTED DIRECTORS	36

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	Constitution of Absa Bank Botswana Limited 2024
29.	REMUNERATION, LOANS AND OTHER BENEFITS OF DIRECTORS	36
30.	INDEMNITY AND INSURANCE FOR DIRECTORS	37
31.	COMPANY SECRETARY	37
32.	AUDITORS	38
33.	ACCOUNTING	38
34.	PUBLIC OFFERING OF SECURITIES	39
35.	KING IV REPORT ON GOVERNANCE ("KING IV")	39
36.	AUTHENTICATION OF DOCUMENTS	39
37.	MISCELLANEOUS	39
38.	REMOVAL FROM THE REGISTER	42

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Constitution of Absa Bank Botswana Limited 2024

1. INTRODUCTION

1. Incorporation
   The Company is a public company with limited liability established and validly existing under the laws of Botswana. It is Listed on the Botswana Stock Exchange and is a separate legal entity with perpetual corporate existence capable of suing and being sued and has the power and authority to own assets.
2. Objects of Company
   1.2.1. The objects for which the Company has been established include:
3. 1. to conduct "banking business" in accordance with the Banking Act;
   2. to finance or assist in financing customers, clients or other persons in the acquisition, hire, lease or sale of immovable property of every kind and to finance or to assist in financing the acquisition, hire, lease or sale of movable property of every kind and the provision of services, whether by way of personal loan, hire purchase, instalment finance, deferred payment or otherwise; to acquire by assignment or otherwise debts owing to any person or Company and to collect such debts, and generally to act as traders, factors, carriers, merchants or in any other capacity, and to import, export, buy, sell, let on hire, charter, barter, make advances upon, pledge or otherwise deal in movable property of every kind;
   3. to promote, effect, negotiate, offer for sale by tender or otherwise, guarantee, underwrite, secure the subscription or placing of, subscribe or tender for or procure the subscription of (whether absolutely or conditionally), participate, manage or carry out, on commission or otherwise, any issue, public or private, of the securities of any company, and to lend money for the purpose of such issue;
   4. to acquire or lease land and to erect buildings thereon primarily required for the conduct of the company's affairs and from time to time alienate such land or terminate or cede such lease and acquire or hire other of further land for like purposes and to let such portion of the buildings in which the business of the Company is carried on as may not be required for the purposes of the company. To buy in and dispose of immovable property mortgaged to the Company in security of debts;
   5. to enter into any guarantee, bond, recognizance, contract or indemnity or suretyship and otherwise give security or become responsible for the performance of any obligations or duties by any person or Company and in particular (without prejudice

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Constitution of Absa Bank Botswana Limited 2024

to the generality of the foregoing) to guarantee, support of secure, whether by

1. personal covenant, or by mortgaging or charging all or any part of the undertaking, property and assets, present or future, and uncalled capital of the company, or by both such methods, the performance of the obligations of and the payment of monies secured by or payable under or in respect of the securities of any Company or person, including but (but without limitation) the Company's holding Company(if any) of any subsidiary of the Company or of such holding Company or any Company otherwise associated with Company in business, and to give and take counter guarantees and indemnities, and to receive security for the implementation of any obligation.
2. to carry on the business of installing, selling, renting and providing computers, data processing and storage equipment and systems, computer bureau, programming, operating and consultancy services and communication systems of all kinds, and acquiring, leasing, hiring and disposing of electronic and mechanical equipment and machinery, and ancillary chattels and property of every kind or description;
3. to carry on the business of carrying on managerial, secretarial, accountancy, consultancy, statistical and any other supervisory, executive and advisory services of whatever kind for or in relation to any person, company, property or business;
4. to act as commission agents, forwarding agents, travel and shipping agents, surveyors, architects, valuers, property consultants and managers, land and estate agents, insurance brokers and average adjusters, and generally to undertake all kinds of agency business;
5. to acquire (whether by purchase, subscription, exchange, or otherwise) take option over and hold, exchange, deal in, sell, or otherwise dispose of or turn to account, securities of any Company or companies;
6. to co-ordinate, finance and manage all or any part of the businesses and operations of any Company which is a subsidiary of or otherwise under the control (direct or indirect) of the Company;
7. to sell, exchange, mortgage, let on rent, royalty, share of profit or otherwise, improve, manage, turn to account, grant licences, servitudes, options or other rights over and in any manner deal or dispose of the undertaking, property and assets, (including uncalled capital) of the Company or any part thereof for such consideration as may be thought fit, and in particular for securities, whether fully or

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Constitution of Absa Bank Botswana Limited 2024

partly paid up, of any other company, and to hold, deal with or dispose of such consideration;

1. to amalgamate or enter into a partnership or any profit-sharing arrangement with and co-operate in any way with or assist or subsidise any company, and to purchase or otherwise acquire and undertake all or any part of the business, assets and liabilities of any person or company;
2. to invest any monies of the Company not for the time being required for the general purposes of the Company in such investments and securities (other than shares in the Company or its holding company, if any) as may be thought expedient and to hold, sell or otherwise deal with investments or securities;
3. to establish or promote or concur in the establishment or promotion of any company;
4. to procure the registration or incorporation of the Company in or under the laws of any place outside Botswana;
5. to seek and secure openings for the employment of capital in any part of the world, and with the view thereto to employ experts to investigate into and examine the conditions, prospects, value, character and circumstances of any business concerns and undertakings, and generally of any assets, concessions, properties and rights whether in existence or contemplation;
6. to enter into any arrangements with any Government authority, international, supreme, municipal, local or otherwise, and to obtain any rights, concessions, and privileges from any such Government or authority to carry out, exercise and comply with any such arrangements, rights, concessions and privileges;
7. to take all the necessary and proper steps in the legislature or with any Government or authority, international, supreme, municipal, local or otherwise for the purpose of carrying out, extending or varying the objects and powers of the Company, or altering its constitution, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests;
8. to distribute any of the property of the Company among its members in specie;
9. to subscribe, donate or guarantee money for any national, charitable, benevolent, public, general, or useful objects or for any exhibition or for any purpose which may be considered likely directly or indirectly to further the objects of the Company or the interests of its members and to subscribe or donate money to any association

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Constitution of Absa Bank Botswana Limited 2024

or fund for the protection, defence or benefit of any person or companies on businesses similar to those carried on by the Company or any of its subsidiaries.

1. to establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and to give, or procure the giving of donations, gratuities, bonuses, benefits, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or of its holding company, or such holding company, or is allied to or associated in business with the Company or with any such subsidiary or the predecessors in business of the Company or any such other Company as aforesaid, or their respective predecessors in business and the wives, widows, families, dependants and personal representatives of any such persons, and also to establish and subsidise or subscribe to any institutions, associations, building and housing schemes , clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid, or to advance the interest and wellbeing of the Company or for such other Company as aforesaid, and to make payments for or towards for or towards the insurance of any such persons as aforesaid;
2. to carry on any other business or activity which may seem to the Directors capable of being advantageously carried on in connection or conjunction with or as ancillary to any of the foregoing businesses or which the Directors may consider expedient with a view to rendering profitable or more profitable or enhancing directly or indirectly the value of the Company's undertaking or any of its property or assets; and
3. to do all or any of the foregoing things in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents, subsidiary and associated companies or otherwise, and either alone or in conjunction with others.

1.2.2.Notwithstanding the Company objects set out herein above, it is specifically recorded that the Company shall be restricted from carrying on any business activity that is not within the aforesaid objects.

2. INTERPRETATION

In this Constitution, the headings of the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Constitution nor any clause hereof. Unless a contrary intention clearly appears:

2.1. The following terms shall have the meanings assigned to them hereunder and cognate expressions

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Constitution of Absa Bank Botswana Limited 2024

shall have corresponding meanings, namely:

1. "Annual Meeting" means the annual meeting of Shareholders held pursuant to the Companies Act;
2. "Balance sheet date" means such date as the Board adopts as the Company's balance sheet date;
3. "Bank of Botswana Act" means the Bank of Botswana Act, [Cap 55:01], as may be amended;
4. "Banking Act" means the Banking Act, [Cap 46:04], as may be amended;
5. "Banking Requirements" means, collectively, the Bank of Botswana Act, the Banking Act, the Licensing Policy, the Corporate Governance Guidelines and any other regulations, guidelines or requirements which may be issued under the Bank of Botswana Act or the Banking Act;
6. "Board" means the Directors whose number is not less than the required quorum acting together as the board of Directors of the Company;
7. "Botswana Stock Exchange" means the Botswana Stock Exchange Limited, a company incorporated in terms of the Companies Act and it includes its successor or assigns;
8. "Central Bank" means the Bank of Botswana established under the Bank of Botswana Act;
9. "Chairperson" means the chairperson of the Board elected in terms of this Constitution;
10. "Class" means a class of Securities having identical rights, privileges, limitations and conditions and includes or excludes securities which the Company in its discretion deems to be of, or not of, that Class;
11. "Company" means Absa Bank Botswana Limited, registration number BW00001237900;
12. "Companies Act" means the Companies Act [Cap 42:01], as may be amended;
13. "Constitution" means this Constitution and shall include any subsequent amendments thereof by special resolution in accordance with the Companies Act;
14. "Corporate Governance Guidelines" means the Guidelines on Corporate Governance for banks / financial institutions licensed and supervised by the Central Bank issued by the Central Bank, pursuant to its authority set forth in the Bank of Botswana Act (CAP 55:01) on 14 November 2022, as may be amended;

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Constitution of Absa Bank Botswana Limited 2024

2.1.15. "Court" means the High Court of Botswana;

2.1.16. "Director" means a person appointed and continuing in office for the time being, as a director of the Company, in accordance with this Constitution;

1. "General Meeting" means any meeting of the Shareholders of the Company;
2. "Interests Register" means a register kept by the Company at its registered office pursuant to the Companies Act;
3. "Independent Non-ExecutiveDirector" shall have the meaning assigned to it under the
   Corporate Governance Guidelines and, to the extent not already covered under the Corporate Governance Guidelines, as may from time to time be designated under and in terms of applicable governance regulations such as, but not limited to, King IV (as defined in clause 35 below) and any code of best practice on corporate governance adopted or recommended by the Securities Exchange;
4. "Licensing Policy" means the licensing requirements of the Central Bank set forth in the Licensing Policy paper issued by the Central Bank in accordance with section 6 of the Banking Act and regulations thereunder;
5. "Listed" has the meaning given in the Listing Rules;
6. "Listing Rules" mean the Securities Exchange listing requirements in force, as amended from time to time;
7. "Major Transaction" has the same meaning given in the Companies Act;
8. "Ordinary Resolution" means a resolution of Shareholders approved by a simple majority of the votes of those Shareholders entitled to vote and voting on a question;
9. "Personal Representative" means:
10. 1. in relation to a deceased individual Shareholder, the executor, administrator or trustee of the estate of that Shareholder;
    2. in relation to a bankrupt individual Shareholder, the assignee in bankruptcy of that Shareholder; and
    3. in relation to any other individual Shareholder, a person appointed or deemed to have been appointed to administer property under either the Administration of Estates Act [Cap 31:01], as may be amended, or the Insolvency Act [Cap 52:02], as may be amended, or a manager appointed or deemed to have been appointed

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Constitution of Absa Bank Botswana Limited 2024

thereunder, and a donee of an enduring power of attorney;

1. "Representative" means a person appointed as a proxy or representative under clause 20.3 or a Personal Representative;
2. "Secretary" includes an official of the Company, regardless of his title, who performs duties normally performed by a company secretary, and the word Company Secretary, bears the same meaning;
3. "Securities" has the same meaning assigned to it in the Securities Act [Cap 56:08], as may be amended;
4. "Securities Exchange" means the Botswana Stock Exchange and any exchange on which
   Securities are traded;
5. "Share" means a share in the share capital of the Company the issue of and rights attaching to which are provided for by this Constitution, and the word "Shares" shall be construed accordingly;
6. "Shareholder" means a person:
7. 1. registered in the Interests Register as the holder of one or more Shares; and
   2. until such time as his, her or its name is entered in the register, a person named as a Shareholder in the application for registration of the Constitution of the Company at the time of incorporation of the Company;
8. "Solvency Test" has the meaning given in the Companies Act;
9. "Special Meeting" means a special meeting of Shareholders called in accordance with the Companies Act;
10. "Special Resolution" means a resolution of Shareholders approved by a majority of 75 percent of the votes of the Shareholders entitled to vote and voting on the resolution; and
11. Subsidiary means a subsidiary within the meaning of section 6 of the Companies Act.

2.2. Words importing:

1. any one gender include the other gender;
2. the singular include the plural and vice versa;
3. natural persons include created entities (corporate or unincorporated) and the State and vice

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