Articles of Association

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRELIMINARY

1.1 The regulations contained in Table A in the First Schedule to the Companies Act (Cap 42:01) shall not apply to the Company.

1.2 In these Articles, unless there be something in the subject or context inconsistent therewith:

"Act" means the Companies Act (Cap 42:01) of the Laws of Botswana, as amended from time to time.

"Company" means {{company_name}}.

"Directors" mean the Directors of the Company for the time being.

"Seal" means the Common Seal of the Company.

"Share" means a share in the capital of the Company.

Words importing the singular number only include the plural number and vice versa.

Words importing the masculine gender only include the feminine gender.

Words importing persons include corporations.

SHARE CAPITAL

2.1 The authorised share capital of the Company is {{authorised_share_capital}} BWP divided into {{number_of_shares}} ordinary shares of {{par_value}} BWP each.

2.2 The shares shall be at the disposal of the Directors, who may allot, grant options over, or otherwise dispose of them to such persons, at such times, and on such terms as they think proper, subject to the provisions of the Act.

GENERAL MEETINGS

3.1 An Annual General Meeting shall be held in accordance with the provisions of the Act.

3.2 All other general meetings shall be called Extraordinary General Meetings.

3.3 A notice of every general meeting shall be given to every member in the manner provided by these Articles.

3.4 No business shall be transacted at any general meeting unless a quorum is present. Save as otherwise provided by these Articles, a quorum shall be two members present in person or by proxy.

DIRECTORS

4.1 The number of Directors shall not be less than {{minimum_directors}} nor more than {{maximum_directors}}.

4.2 The first Directors shall be {{first_director_names}}.

4.3 A Director may be removed by an ordinary resolution of the Company in general meeting.

POWERS AND DUTIES OF DIRECTORS

5.1 The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company.

5.2 The Directors may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in general meeting.

THE SEAL

6.1 The Seal shall be kept in the custody of the Secretary and shall not be affixed to any instrument except by the authority of a resolution of the Directors or a committee of Directors authorised by the Directors in that behalf.

DIVIDENDS AND RESERVES

7.1 The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

7.2 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves.

ACCOUNTS

8.1 The Directors shall cause proper books of account to be kept, which shall give a true and fair view of the state of the Company's affairs and explain its transactions.

AUDIT

9.1 Auditors shall be appointed and their duties regulated in accordance with the Act.

INDEMNITY

10.1 Every Director, Secretary, and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court.

Signature Block

Dated this {{day}} day of {{month}}, {{year}}

_____________________________

Director: {{director_name_1}}

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Director: {{director_name_2}}