The constitution of a Private Company Limited by Shares, registered with the Companies and Intellectual Property Authority (CIPA) of the Republic of Botswana, governing the internal management, share structure, director duties, and operational framework of the Company.
1.1 In this Constitution, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:
1.2 Words importing the singular include the plural and vice versa, and words importing one gender include all genders, unless the context otherwise requires.
1.3 Headings are for convenience only and shall not affect the interpretation of this Constitution.
1.4 In the event of any conflict between this Constitution and the Act, the Act shall prevail to the extent of the inconsistency.
2.1 The name of the Company is CloudCompute International (Pty) Ltd, a private company limited by shares, registered under the laws of the Republic of Botswana.
2.2 The Company is registered with CIPA and shall at all times comply with the requirements of the Act, including the filing of annual returns, maintenance of statutory records, and payment of prescribed fees.
2.3 The registered office of the Company shall be at such address in Botswana as the Board may from time to time determine and notify to CIPA.
2.4 The Company is a private company and accordingly:
3.1 The principal objects and business purpose for which the Company is established are:
3.2 The Company shall operate in compliance with all applicable laws of the Republic of Botswana, including but not limited to the Companies Act, the Data Protection Act, and any regulations governing the provision of information and communication technology services.
4.1 The authorised share capital of the Company is BWP 100.00 (One Hundred Botswana Pula), divided into 100 (one hundred) ordinary shares of BWP 1.00 (One Pula) each.
4.2 The issued share capital of the Company at the date of adoption of this Constitution is as follows:
| Shareholder | Number of Shares | Class | Percentage |
|---|---|---|---|
| Moitsiemang Nkwamba | 100 | Ordinary | 100% |
| Total | 100 | — | 100% |
4.3 Each ordinary share carries the following rights:
4.4 The Company shall maintain a register of members at its registered office, in which shall be entered the names and addresses of all shareholders, the number of shares held by each, the date on which each person became a member, and the date on which any person ceased to be a member.
4.5 The Company may, by ordinary resolution passed at a general meeting and subject to the Act, increase its authorised share capital, consolidate, subdivide, or cancel shares, or create new classes of shares with such rights and restrictions as may be specified in the resolution.
5.1 As the Company is a private company, the right to transfer shares is restricted in accordance with this Clause 5.
5.2 Pre-emption Rights. A shareholder who wishes to transfer any or all of their shares ("the Transferring Shareholder") shall first offer those shares in writing to the existing shareholders of the Company ("the Existing Shareholders") in proportion to their existing shareholdings, at a price not exceeding the fair value as determined by the Board or by an independent valuer appointed by the Board.
5.3 Offer Period. The Existing Shareholders shall have thirty (30) days from the date of the written offer to accept or decline the offer, in whole or in part. If no response is received within the offer period, the offer shall be deemed to have been declined.
5.4 Transfer to Third Parties. If the Existing Shareholders do not take up all of the shares offered within the offer period, the Transferring Shareholder may, within sixty (60) days after the expiry of the offer period, transfer the remaining shares to a third party, provided that:
5.5 Board Approval. No transfer of shares shall be registered by the Company unless and until the transfer has been approved by the Board. The Board may, in its absolute discretion and without assigning any reason, decline to register any transfer of shares.
5.6 Form of Transfer. Every transfer of shares shall be in writing and in the prescribed form under the Act, signed by both the transferor and the transferee, and shall be lodged at the registered office of the Company together with the relevant share certificate.
5.7 Registration. Upon registration of a transfer, the Company shall cancel the old share certificate and issue a new certificate to the transferee. The transferor shall remain the holder of the shares until the transfer is registered in the Register.
5.8 Lien. The Company shall have a first and paramount lien on every share for all debts and liabilities owing to the Company by the holder of that share, whether alone or jointly with any other person. The Board may refuse to register any transfer of shares on which the Company has a lien until the debt or liability is discharged.
6.1 Number of Directors. The Company shall have a minimum of one (1) and a maximum of five (5) directors. The number of directors may be increased or decreased by ordinary resolution passed at a general meeting, subject to the Act.
6.2 First Directors. The first director of the Company is:
| Name | Position | Nationality |
|---|---|---|
| Moitsiemang Nkwamba | Managing Director | Botswana |
6.3 Appointment of Directors. The Company may, by ordinary resolution, appoint any person who is willing to act as a director, provided that person is not disqualified from acting as a director under the Act. A director appointed between general meetings shall hold office until the next annual general meeting and shall then be eligible for re-election.
6.4 Managing Director. The Board shall appoint one of its number to be the Managing Director of the Company. The Managing Director shall be responsible for the day-to-day management and administration of the Company's business and shall have such powers and duties as the Board may from time to time confer or impose. The Managing Director shall hold office for such period as the Board determines, subject to earlier removal by ordinary resolution.
6.5 Remuneration. Directors shall be entitled to such remuneration as the Company may, by ordinary resolution passed at a general meeting, determine. The Managing Director may also receive a salary or other compensation as may be determined by the Board, in addition to any director's remuneration.
6.6 Removal of Directors. A director may be removed from office by ordinary resolution passed at a general meeting, notwithstanding anything in any agreement between the Company and the director. The Company may, by ordinary resolution at the same meeting, appoint another person in place of the removed director.
6.7 Disqualification. The office of a director shall be vacated if the director:
6.8 Alternate Directors. A director may, with the approval of the Board, appoint an alternate director to act in their place during their absence or inability to act. An alternate director shall be subject to the same rights, duties, and obligations as the appointing director.
6.9 Interests in Contracts. A director who is in any way, directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of their interest at a meeting of the Board in accordance with the Act. A director shall not vote on any matter in which they have a material interest and shall withdraw from the meeting during the discussion of that matter.
7.1 Calling of Meetings. The Board may meet for the dispatch of business, adjourn, and otherwise regulate its meetings as it thinks fit. A meeting of the Board shall be called by the Managing Director or by any two directors, by not less than seven (7) days' notice in writing to each director, provided that a meeting may be called on shorter notice with the consent of all directors.
7.2 Quorum. The quorum for a meeting of the Board shall be two (2) directors, or, where the Company has only one (1) director, that one director. Where the Company has two or more directors and only one is present, that director shall constitute a quorum only if permitted by the Act and the other director(s) have been given notice of the meeting.
7.3 Voting. Questions arising at a meeting of the Board shall be decided by a majority of votes. Each director shall have one vote. In the case of an equality of votes, the chairperson of the meeting shall have a second or casting vote.
7.4 Voting Thresholds. The following matters require the specified voting thresholds:
| Matter | Threshold |
|---|---|
| Ordinary business of the Board | Simple majority of directors present and voting |
| Appointment or removal of the Managing Director | Simple majority of all directors |
| Declaration of a dividend | Simple majority of directors present and voting |
| Issue of new shares or alteration of share capital | Simple majority of all directors |
| Amendment of this Constitution (Board recommendation) | Two-thirds majority of all directors |
| Winding up or dissolution of the Company (Board recommendation) | Two-thirds majority of all directors |
7.5 Chairperson. The Board shall elect one of its number to be the chairperson of the Board. The chairperson shall preside at all meetings of the Board. If the chairperson is not present within fifteen (15) minutes after the time appointed for the meeting, the directors present may choose one of their number to be chairperson of the meeting.
7.6 Electronic Meetings. A director may participate in a meeting of the Board by means of electronic communication (including video conference, telephone, or other real-time communication), provided that all participants can hear and speak to each other. A director so participating shall be deemed to be present at the meeting.
7.7 Written Resolutions. A resolution in writing signed by all directors entitled to receive notice of a meeting of the Board shall be as valid and effective as if it had been passed at a duly convened and held meeting of the Board. Such resolution may consist of several documents in the same form, each signed by one or more directors.
7.8 Minutes. The Board shall cause minutes to be kept of all proceedings at meetings of the Board, including the names of directors present, resolutions passed, and any declarations of interest. Minutes shall be signed by the chairperson of the meeting or the next succeeding meeting and shall be kept at the registered office.
7.9 Frequency. The Board shall meet not less than once in every calendar quarter (i.e. at least four (4) times per year), and at such other times as the business of the Company may require.
8.1 General Powers. The business of the Company shall be managed by the Board, which may exercise all such powers of the Company as are not, by the Act or by this Constitution, required to be exercised by the Company in general meeting. No regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
8.2 Specific Powers. Without limiting the generality of Clause 8.1, the Board may:
8.3 Fiduciary Duties. Each director shall, in the exercise of their powers and the discharge of their duties:
8.4 Delegation. The Board may, by resolution, delegate any of its powers to a committee of directors, to the Managing Director, or to any other officer of the Company, subject to such conditions and limitations as the Board may impose. The Board shall remain responsible for the exercise of any delegated powers.
8.5 Indemnity. The Company shall indemnify each director against all costs, charges, losses, expenses, and liabilities incurred by them in the actual or purported execution and discharge of their duties as a director, except to the extent that these result from their own negligence, default, breach of duty, or breach of trust.
9.1 Declaration of Dividends. The Company may, by ordinary resolution passed at a general meeting on the recommendation of the Board, declare a dividend payable to the shareholders. No dividend shall be paid except on the recommendation of the Board.
9.2 Solvency Requirement. The Board shall not recommend a dividend unless it is satisfied, on reasonable grounds, that, immediately after the payment of the dividend:
9.3 Profits and Reserves. Dividends shall be paid only out of the accumulated net profits of the Company, after making provision for:
9.4 Retained Earnings Policy. The Board shall, as a general policy, retain a minimum of twenty percent (20%) of the net profit after tax in each financial year as retained earnings, to be reinvested in the business for growth, research and development, and operational resilience. The remaining amount may be recommended for distribution as dividends, subject to Clauses 9.2 and 9.3.
9.5 Interim Dividends. The Board may, at its discretion, declare and pay an interim dividend without the authority of a general meeting, provided that the solvency requirements of Clause 9.2 are satisfied and the Board considers the interim dividend justified by the profits available for distribution.
9.6 Proportion. All dividends shall be declared and paid according to the proportion of shares held by each shareholder. No amount shall be carried forward in respect of any share in respect of which a dividend is not claimed within six (6) years from the date of declaration, and such amount shall be forfeited and revert to the Company.
9.7 Payment. Dividends shall be paid by electronic transfer to the bank account of each shareholder as recorded in the Company's records, or by such other means as the Board may determine. The Board may fix a record date for the determination of shareholders entitled to receive a dividend.
9.8 No Obligation to Pay. Nothing in this Constitution shall be construed as obliging the Company or the Board to declare or pay a dividend in any financial year. The decision to declare a dividend is at the discretion of the Board and the shareholders in general meeting, having regard to the financial position and future needs of the Company.
10.1 Financial Year-End. The financial year of the Company shall end on the last day of June in each year. Accordingly, the financial year of the Company shall run from 1 July to 30 June in the following calendar year.
10.2 Accounting Records. The Board shall cause proper accounting records to be kept in accordance with the Act and generally accepted accounting practice in Botswana. Accounting records shall be kept at the registered office of the Company or at such other place as the Board thinks fit, and shall be available for inspection by any director at all reasonable times.
10.3 Annual Financial Statements. The Board shall cause to be prepared, in respect of each financial year, annual financial statements comprising a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, and notes to the financial statements, in accordance with the Act and applicable accounting standards.
10.4 Audit. The annual financial statements of the Company shall be audited by a registered auditor appointed by the Company in general meeting, in accordance with the Act. The auditor shall hold office from the conclusion of the annual general meeting at which they are appointed until the conclusion of the next annual general meeting. A casual vacancy in the office of auditor may be filled by the Board.
10.5 Auditor's Report. The auditor shall make a report to the members on the annual financial statements examined by them. The report shall state whether, in the auditor's opinion, the financial statements give a true and fair view of the financial position of the Company and comply with the Act and applicable accounting standards.
10.6 Annual General Meeting. The Company shall hold an annual general meeting in each calendar year, not later than six (6) months after the end of the financial year, at which the audited annual financial statements shall be laid before the members.
10.7 Filing. The Company shall file its annual return and such other documents as may be required by CIPA within the time limits prescribed by the Act.
11.1 Good Faith Negotiation. In the event of any dispute arising out of or in connection with this Constitution, the affairs of the Company, or the relationship between the Company and its shareholders or directors ("the Dispute"), the parties shall first attempt to resolve the Dispute by good faith negotiation. A party wishing to initiate negotiation shall give written notice of the Dispute to the other party or parties, and the parties shall attempt to resolve the Dispute within fourteen (14) days of the date of the notice.
11.2 Mediation. If the Dispute is not resolved through negotiation within the period specified in Clause 11.1, the parties shall refer the Dispute to mediation under the auspices of the Botswana Centre for Arbitration (BCA) or such other mediation body as the parties may agree. The mediator shall be appointed by agreement between the parties or, failing agreement, by the BCA. The costs of the mediation shall be borne equally by the parties unless the mediator determines otherwise.
11.3 Arbitration. If the Dispute is not resolved through mediation within sixty (60) days of the appointment of the mediator, the Dispute shall be finally resolved by arbitration in accordance with the Arbitration Act of Botswana (Cap 01:02) and the rules of the Botswana Centre for Arbitration. The arbitration shall be conducted:
11.4 Award. The arbitrator's award shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction in Botswana. The arbitrator shall have the power to award costs as they deem appropriate.
11.5 Continued Operations. During the pendency of any dispute resolution process under this Clause 11, the parties shall continue to perform their obligations under this Constitution, and the business of the Company shall continue to be carried on in the ordinary course, unless the Board otherwise determines.
11.6 Interim Relief. Nothing in this Clause 11 shall prevent any party from applying to the High Court of Botswana for urgent or interim relief, including injunctive relief, at any time where such relief is necessary to preserve the status quo or prevent irreparable harm.
11.7 Exclusion of Court Proceedings. Save as provided in Clause 11.6, no party shall commence court proceedings in respect of any Dispute that is subject to the dispute resolution process under this Clause 11 until the arbitration process has been completed or has failed.
12.1 This Constitution may be amended, added to, or repealed by a special resolution passed by not less than seventy-five percent (75%) of the votes cast by shareholders present in person or by proxy at a general meeting of which not less than twenty-one (21) days' notice specifying the intention to propose the resolution as a special resolution has been given.
12.2 Any amendment to this Constitution shall be filed with CIPA in accordance with the Act and shall take effect from the date of registration by CIPA or such later date as may be specified in the resolution.
12.3 No amendment shall be made to this Constitution that would have the effect of:
13.1 The Company may be wound up voluntarily by special resolution passed by the shareholders in general meeting, in accordance with the provisions of the Act relating to voluntary winding up.
13.2 The Company may also be wound up by the High Court of Botswana in accordance with the provisions of the Act relating to winding up by the court.
13.3 Distribution of Surplus Assets. If, upon the winding up or dissolution of the Company, there remains, after the satisfaction of all debts and liabilities, any surplus assets, such surplus shall be distributed among the shareholders in proportion to the number of shares held by each, in accordance with the Act.
13.4 Liquidator. A liquidator shall be appointed by the Company in general meeting or, in the case of a court winding up, by the High Court, in accordance with the Act. The liquidator shall take charge of the assets of the Company, realise them, discharge the liabilities, and distribute the surplus, if any, in accordance with this Constitution and the Act.
14.1 This Constitution is adopted as the constitution of CloudCompute International (Pty) Ltd by the sole shareholder and director, in accordance with the Companies Act of Botswana, Cap 42:01, on this day, 16 September 2026.
14.2 This Constitution shall take effect from the date of registration of the Company by CIPA, or from the date of adoption if the Company is already registered, and shall continue in force until amended or replaced in accordance with its provisions.
14.3 This Constitution supersedes any previous constitution or articles of association of the Company.
Signed by the sole shareholder and director in token of adoption of this Constitution.
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Registered in the Republic of Botswana · CIPA