Prepared by me,

Notary Public
Maemo S D Mesotlo

POWER TO EXECUTE NOTARIAL DEED OF TRUST

I, the undersigned,.
Sessie Mesotlo
in my capacity as Trustees of
SESME FOUNDATION TRUST
Duly authorised hereto by virtue of a Resolution of Trustees of Management Committee
Passed at Gaborone
on the 07th day of October 2021
The originals of such Resolution of the Board of Trustees, having been duly exhibited to me, the said
Notary Public now remain filed in my Protocol.
AND THE APPEARER, ON BEHALF OF FOUNDERS AND DONERS, AND THE TRUSTEES,
DID HEREBY DECLARE AND AGREE AS FOLLOWS:
WHEREAS:
a. A Management Committee has been constituted for the establishment of the SESME
FOUNDATION TRUST.
b. It is desirable that the Foundation Trust be created with perpetual succession and its objects be set
forth and the powers and duties of the Trustees be defined;
c. It is desirable that the Foundation Trust shall be able to collect monies and own land, and have
personality of its own in order to ensure that the selected persons of Tlokweng with severe
disabilities and their caregivers are looked after;
d. It is proper that all funds raised and assets held shall be available for the aforesaid purpose and
should be vested in the Trustees and administered by them in terms of the Deed of Trust;
e. It is desirable to register such a Foundation Trust according to the laws of the Republic of
Botswana;
f. It is desirable to record what has been agreed upon

NOW THEREFORE THOSE PRESENT WITNESSETH THAT:

1. ESTABLISHMENT OF TRUST

There shall be established a Trust to be known as the SESME FOUNDATION TRUST, herein
referred to as the Foundation “Trust”.

2. DEFINITIONS AND INTERPRETATION

2.1 “BOARD” shall mean the Board of Trustees for the time being created in terms of this
Foundation Trust and its successors.
2.2 “FINANCIAL YEAR” shall mean the period of twelve months from 1st April to 31st March.
2.3 “TRUSTES” shall mean the Trustees appointed in terms of this Deed for the time being, and their
successors.
2.4 “THE MEMBERS” shall be the members of the Trust appointed in terms of Article 5 of this
Deed.
2.5 The masculine shall include feminine and singular shall the plural and vice versa, unless it
appears specifically otherwise from the context.
2.6 The “FOUNDATION TRUST” shall mean SESME FOUNDATION TRUST.
2.7 The “ANNUAL GENERAL MEETING” shall mean the meeting of member to be convened
and established within one year after registration of the Deed of Trust.
2.8 The “SECRETARY” shall mean The Secretary of the Foundation Trust appointed by the Board
in terms of Article 12, with the powers and functions described in Article 14.
Headings used herein are included merely for the sake of convenience and must be disregarded when this
document is interpreted.

3. OBJECTS
 The objects of the Trust shall be:-
3.1 To raise funds to sustain the caregiving for and health related costs of the home based patients
and people with profound disabilities.
3.2 To establish a facility that shall provide day care services for people with profound disabilities
and relief for carers.
3.3 To seek financial and other assistance for the furtherance of the objects of the Foundation Trust.
3.4 To establish links and partnerships with other similar organisations within and outside Botswana.
3.5 To do such other things as are incidental or conducive to the attainment of the above objects.

4. THE TRUSTEES

4.1 Initial Trustees,

The following shall be the initial Trustees:
NAME SURNAME (to update)
NAME SURNAME (to update)
4.2 Subsequent Trustees
4.2.1 Subsequent Trustees shall be appointed at the Annual General Meeting.
4.2.2 The Trustees (acting by majority vote) will be entitled:
4.2.2.1 to nominate any person (natural or legal entity) or body of persons as Trustee to take
place of any Trustee vacating office, such appointment to be approved at the Annual
General Meeting;
4.2.2.2 to assume additional Trustees, such appointment likewise to be approved by the
Annual General Meeting; and
4.2.2.3 they will be entitled (acting as aforesaid) to change any nomination or assumption so
made before effect is given thereto.
4.2.3 When exercising their powers of appointment, the Trustees shall have regard to the
candidate Trustees personal character and business and private conduct. The potential
Trustees should hold dear the Trust’s objective and the Trust should derive a benefit from
the particular expertise of such candidate Trustee.

4.3 Vacation of Office

The Office of any Trustee shall be vacated:

4.3.1 if he is convicted in any country of an offence of which dishonesty is an element or any

other offence for which he has been sentenced to imprisonment without the option of a
fine; or
4.3.2 if his estate is sequestrated or liquidated or placed under judicial management; or
4.3.3 if he is declared by a competent court to be mentally ill or incapable of managing his own
affairs; or
4.3.4 if he dies; or
4.3.5 immediately upon notice of resignation; or
4.3.6 if he is removed from his office by way of a resolution passed by the Trustees.
4.4 Resignation
 4.4.1 A Trustee shall be entitled to resign from office immediately upon written notice to any
remaining Trustee.

4.5 Number of Trustees

4.5.1 There may be a maximum of seven (7) Trustees appointed at a time.

4.5.2 All resolutions passed relating to the appointment of Trustees shall be approved

5. MEETINGS AND QOURUM

5.1 A meeting of Trustees may be called by any one of the Trustees and shall be upon at least
fourteen (14) calendar days’ written notice to the other Trustees.
5.2 AT any meeting of Trustees, three (3) shall form a quorum.
5.3 If at any time the number of Trustees falls below three then, pending the appointment of an
additional trustee, the remaining Trustees will be entitled to continue to act in all matters
affecting the Trust, provided that they will not be competent to terminate the Trust in whole or in
part nor to dispose of trust property or income from Trust property or any right in or to Trust
property or income from Trust property to anyone save to support some existing project, nor shall
such remaining Trustees be competent to enter into any contract with the Trust or to pay
themselves any fees.
5.4 Decisions of Trustees will be taken by majority vote.
5.5 An annual general meeting shall be held at least once a year, within 6 months after the end of the
financial year.
5.6 The annual general meeting shall take place at the address of the Trust or at such other place as
the Chairperson shall appoint.
5.7 The Trustees shall cause minutes to be taken of the proceedings at all meetings, and those
minutes shall be kept in a minute book.

6. REMMUNERATION OF TRUSTEES

6.1 To update

7. MEMBERSHIPS

7.1 Membership of the Trust, or the right to nominate a representative member as the case may be,
shall be open to any person, non-government organisations, community development
organisations or any other body or bodies interested in and desirous of promoting the objects of
the Trust.
7.2 Every applicant for election as a member shall make an application in writing signed by the
applicant, or in the case of a non-governmental organisation or other body, by duly authorised
person. Such application shall be in such a form as may from time to time be prescribed by the
Board, and the signature thereof on behalf of the applicant shall be deemed to be an agreement by
him, if elected, to be bound by the provisions of the Trust, and by any regulations made from time
to time by Trustees.
7.3 The right of election to membership shall be vested in the Board and the Board which may make
regulations for this purpose shall have power and authority to refuse any application for
membership without assigning any reason for such refusal to the next annual general meeting, for
 ratification by the members. If the membership declines to ratify refusal of membership, the
applicant shall become a member.
7.4 The Board shall have the power to nominate such number of persons as members of the Trust as
it deems fit. The names of such members shall be reported at the next annual general meeting for
election.
7.5 Each member shall be entitled to one vote at the general meetings.
7.6 The members at the annual general meeting may expel any person from memberships on the basis
of a simple majority vote.

8. POWERS OF FOUNDATION TRUST

The Trust shall be empowered:-

8.1 To purchase, take on lease or in exchange, hire or otherwise acquire any immovable and movable
property which may be deemed necessary or convenient for any of the purpose of the Foundation
Trust, and to sell, exchange, mortgage, charge, turn on account, dispose of and deal with property
and rights of skill kinds.
8.2 To accept any gift of, or otherwise acquire and hold, any funds or property whatsoever, whether
movable or immovable, and whether or not subject to any special trust for one or more of the
objects of the Foundation Trust.
8.3 To invest the funds of the Foundation Trust from time to time in such investments or assets or
other securities as the Trustees may in their entire discretion deem it fit, bearing in mind the
desirability of investing such funds within the Republic of Botswana.
8.4 To open bank accounts in the names of the Foundation Trust, and to operate such accounts by
way of deposits and withdrawals as may be necessary for the proper conduct of the financial
affairs of the Foundation Trust. All cheques, promissory notes, bills of exchange and other
documents which may be required in connection with any bank accounts opened by the Trust or
for the financial administration of the trust shall be signed on behalf of the Trust by such persons
as may from time to time be appointed under resolutions of the Trustees.
8.5 From time to time, if necessary, to borrow by way of overdraft or loan for the purposes of the
Trust or, if necessary, pledge any of the Trust’s assets as security for such advances.
8.6 To use, lend or donate any monies accruing to the Trust for the purpose of enhancing the objects
of the Trust.
8.7 To establish and operate a library of works relevant to the objects of the Trust.
8.8 To conduct research relevant to the objects of the Trust.
8.9 To employ staff, consultants or agents whether full time or part time.
8.10 To act as a lobby group, to organise campaigns, education programme, or competitions, issue
press releases and take other steps to promote the objects of the Trust, and to promote public
awareness of the importance of writing and publishing or related activities
8.11 To institute conduct, defend, compound or abandon any legal proceedings by or against the
Trust or its officers, or otherwise concerning the affairs of the Trust; to compound and allow time
for payment or satisfaction or any debts due to the Trust and of any claims of demands by or
against the Trust.
8.12 To form and have registered a joint stock company or any other suitable juristic person for the
purpose of holding the investment of the Trust from time to time as deemed necessary, or for any
other purpose relevant to the objects of the Trust.
8.13 The Trust shall have the power to perform any such acts, make other such arrangements as
may be required to benefit the objects of the Trust.
8.14
9. BOOKS AND RECORDS OF ACCOUNT

9.1 The Trustees shall ensure that full and proper records are kept of their administration of the Trust
according to accepted accounting principles and that annual financial statements are prepared for
the Trust.
9.2 The financial year of the Trust shall end on the last day of December of each year (to confirm)
9.3 The Trust shall have the power to appoint and remove auditors from time to time.
9.4 The Trustees shall be obligated to have books of account of the Trust audited annually at the
expense of the Trust.
9.5 The Treasurer appointed by the Trust shall be present at the annual general meeting to explain the
audited annual financial statements of the Trust’s position.

10. INDEMNITIES

10.1 Liability of acts of fellow Trustees

No Trustees shall be liable to any act of dishonesty or other misconduct committed by any other
Trustees unless he knowingly allowed it or was an accessory thereto.

10.2 Trustees Liability

The Trustees shall not be held responsible on in any way liable for any loss sustained by the Trust
of by any beneficiary or Third party as a result of their efforts to give effect to the intentions
expressed in this Deed on in consequences of the depreciation in value of any property owned by
the Trust or as a result of any shortfall in the realisation of any asset of the Trust, unless, in the
making, retaining or realising and investment or asset, the Trustees acted with gross negligence or
in breach of good faith.

10.3 Trustees Liability

Provided that they act as required by this Deed, the Trustees shall be indemnified out of the Trust
assets against any claim made against them arising out of the exercise of any of their powers as
Trustees.

11. AMENDMENTS

11.1 The Trustees amend this Trust Deed in accordance with the following procedures:

11.1.1 written notice of any proposed amendments shall be written to all Trustees setting out
exact details thereof and giving notice of at least 14 days of the date convening a meeting
of the Trustees to consider same.
11.1.2 any Trustees may in writing give his proxy to any other Trustee to vote on his behalf as
such meeting either for, against, or to propose any variation to such proposed
amendment.
11.1.3 Any such proposed amendment can only be adopted by the Trustees at such meeting if
accepted by a majority of the Trustees present in person or by proxy.

11.2 Upon such amendment been adopted, a resolution shall be passed and signed by a majority of
the Trustees.

12. COSTS
 12.1 The Trust will be liable for costs of drafting this Trust Deed and for stamp duty payable (if any).

13. SEVERIBILITY

13.1 Any provision in this Trust Deed which is prohibited or reinforceable in any jurisdiction, shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without
the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. GOVERNING LAW

14.1 Save as otherwise provided in this Deed of Trust, all matters arising from or in connection with
this Deed of Trust including, but without any limitation whatsoever, its interpretation, validity,
existence or termination for any reason shall be determined in accordance with the laws of
Botswana.

15. DISSOLUTION OF TRUST

15.1 The Trust shall be dissolved and cease to exist once it has been declared unable to perform its
objects in 3 above.

IN WITNESS WHEREOF the Appearer has hereunto set his respective hand the date and year first
above written.
AS WITNESSED:

1. ………………………………………………………………….

2. ………………………………………………………………….

………………………………………….
APPEARER

…………………………………………
NOTARY PUBLIC