Kganya Botswana Related Party Transactions Policy 2023

2 3 b. The Related Party Transactions Committee shall review and ratify all Related Party Transactions, including those deviating from the ordinary course of business. The Committee’s endorsement is required before Board approval. c. The Committee should consider factors such as the identities of the parties involved, fairness of terms, impact on independence of directors or senior management, and conflicts of interest. d. The Board of Directors approves and confirms all Related Party Transactions endorsed by the Committee. e. Directors must ensure they possess the necessary knowledge or expertise for assessing proposed related party transactions and seek professional advice when needed. Any interested director or committee member must abstain from participation in the review and approval of related party transactions. 5. Disclosure and Reporting to Regulatory Authority a. The company must publicly disclose this Policy on its website and provide disclosure to shareholders and members at annual general meetings. Necessary disclosures must also be included in the notes to the annual financial statements. b. Related Party exposures shall be reported to the Regulatory Authority on a quarterly basis by the 25th of the following month, except in cases of deviations. The report format shall comply with schedule I or as specified by the Regulatory Authority. c. In case of errors or non-compliance with these guidelines, the company must inform the Regulatory Authority within 5 business days, outlining corrective actions proposed. 6. KB shall not transact with a Related Party where to do so would result in the exposures of KB exceeding one or more of the following limits - Exposure category LIMITS Lending Capital Retirement funds Insurance i ) Exposures to any one of the NBFI’s directors or senior management, trustee and persons connected to them, including any exposures to any business in which the director or senior manager has a significant shareholding. 0.5% of total equity 0.5% of total equity 0.5% of total equity of Related Party 0.5% of total equity ii) The aggregate of exposures under i)., above. 5.0% total equity 5.0% total equity 5.0% of total equity of Related Party 5.0% total equity iii) Exposure to any one of its significant shareholders, including exposures to businesses in which the significant shareholder has a significant shareholding. 5% of total equity 5% of total equity 5% of total equity iv) The aggregate of exposures under iii)., above 15% of total equity 15% of total equity 15% of total equity v) Exposures to a client or group of connected clients3, other than a NBFI, in which the NBFI has a significant shareholding. 5% of total equity 5% of total equity 5% of total equity vi) The aggregate of exposures under v)., above. 15% of total equity 15% of total equity 15% of total equity 7. Conclusion This Related Party Transactions Policy serves as a framework for managing and disclosing transactions involving related parties, ensuring ethical conduct, transparency, and adherence to regulatory requirements. It is the responsibility of all stakeholders to uphold the principles outlined in this Policy. Kganya Botswana Ltd Related Party Transactions Policy 1. Introduction The objectives of this Related Party Transactions Policy (the “Policy”) are to enhance transparency and disclosure requirements related to transactions involving related parties and outstanding balances with Kganya Botswana Ltd’s, (herein after referred to as the company) related parties. This Policy is designed to: a. Ensure that conflicts of interest in Related Party Transactions are effectively managed, and such transactions are conducted at arm’s length. b. Ensure that entities appraise, ratify, approve, and disclose Related Party Transactions in a transparent manner. c. Prohibit preferential transactions with the company’s senior management, executive officers, directors, and shareholders of affiliated financial institutions. d. Ensure that the company’s financial statements include necessary disclosures to highlight the impact of related party transactions on its financial position and profit or loss. e. Define exposure limits for related party transactions to mitigate risk. 2. Definitions a. Arm’s Length: A transaction conducted between related parties as if they were independent and unrelated parties, with no undue influence or advantage. b. Related Party Transactions Committee: A committee responsible for reviewing and endorsing related party transactions. 3. Disclosure and Approval Process 3.1 Identification and Disclosure a. Related Parties, including group companies incorporated outside the jurisdiction, must disclose all Related Party Transactions to the Related Party Transactions Committee, along with any material interests they or their immediate family members may have in such transactions. b. The following information regarding the proposed Related Party Transaction should be disclosed to the Committee for approval: i. The name of the Related Party and the basis on which they are considered related. ii. A general description of the transaction(s), including material terms and conditions. iii. The Related Party’s interest in the transaction(s), including their position or relationship with, or ownership of, any entity involved. iv. The total value of the proposed transaction and the share of the Related Party’s interest. v. Nature of the entity’s participation in the transaction(s). vi. Any potential reputational risk issues associated with the proposed transaction. vii. Reconciliation of related party transactions to address any deviations. viii. Any other material information regarding the transaction(s) or the Related Party’s interest. c. Necessary disclosures shall also be made in the Notes to the Audited Financial Statements. 3.2 Certification and Disclaimer a. All service providers, including auditors, suppliers, and vendors, must certify that they do not have a conflict of interest with the company. b. Approving officers signing contracts, agreements, work orders, and purchase orders unrelated to the counterparties of proposed transactions must provide a disclaimer. 4. Review and Approval a. Related Party Transactions must undergo the company’s standard approval processes, considering existing regulations and limits.