CHAPTER 46:04 – BANKING: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

Banking (Appeals Tribunal) Regulations

Botswana (Deposit-Taking Institutions) Regulations

Banking Regulations

BANKING REGULATIONS

(section 109)

(15th August, 2025)

ARRANGEMENT OF REGULATIONS

REGULATION

PART I
Preliminary

1. Citation

2. Interpretation

PART II
Licensing Requirements

3. Notice to unlicensed persons

4. Application for banking licence

5. Annual licence fee

6. Surrender of licence

7. Mergers, acquisition and registration of controlling companies

8. Transfer of significant or controlling interest

PART III
Prudential Requirements

9. Capital requirements

10. Liquidity management in banks

11. Foreign currency holdings

12. Limitations on large exposures and concentration of risks

13. Limitations on advances or credit

14. Notice of appointment of external auditor

15. Fit and proper persons

16. Application for permission to outsource internal audit function

PART IV
Permissible Activities for Classes of Banks

17. Commercial banks

18. Discount houses

19. Investment banks

20. Representative office

PART V
Voluntary Liquidation

21. Appointment of liquidator under voluntary liquidation

22. Rights of depositors and creditors

23. Distribution of assets

24. Publication of voluntary liquidation

PART VI
Miscellaneous Provisions

25. Abandoned funds and property

26. Recovery of administrative penalties

27. Revocation of S.I. No. 73 of 1995

SCHEDULE

S.I. 73, 1995,
S.I. 33, 2007,
S.I. 105, 2025.

PART I
Preliminary

1. Citation

These Regulations may be cited as the Banking Regulations.

2. Interpretation

In these Regulations unless the context otherwise requires—

“back-up capital” means any additional capital that a bank may be required to provide in case it is called upon by the Central Bank to increase the level of its capital during the course of business;

“liquid asset” has the same meaning as defined in the Act;

“merger” means at least two financial institutions combining to form a new legal entity, which may retain the identity of one of the financial institutions;

“risk-weighted assets” means the aggregated values of balance-sheet assets and off-balance sheet assets after adjustment for relative risks associated with the exposures in accordance with the Central Bank schedule of risk weights; and

“Tier 1 Capital” has the same meaning as “core capital” in the Act.

PART II
Licensing Requirements

3. Notice to unlicensed persons

For purposes of section 7(5) of the Act, where a person solicits for deposits or transacts banking business without a licence issued by the Central Bank, the Central Bank shall issue the person with a notice of cease and desist as set out in Annexure 1 in the Schedule.

4. Application for banking licence

(1) An application for a licence to transact banking business shall be made to the Central Bank in duplicate in Annexure 2 set out in the Schedule, and shall be accompanied by the following corporate documents and information—

(a) a certified copy of the applicant’s certificate of incorporation in Botswana;

(b) a description of the proposed capital funds of the applicant, the sources of such funds and the amount that has been paid in:

Provided that the initial minimum capital requirement shall be as follows—

(i) Commercial banks—

(aa) Tier 1 – the greater of P20 000 000 or 12.5 per cent of the risk-weighted assets and other risk-weighted exposures of a bank,

(bb) Tier 2 – the greater of P5 000 000 or 12.5 per cent of the risk-weighted assets and other risk-weighted exposures of a bank,

(ii) Investment banks – the greater of P20 000 000 or 12.5 per cent of the risk-weighted assets and other risk-weighted exposures of a bank, and

(iii) Discount houses – the greater of P20 000 000 or 12.5 per cent of the risk-weighted assets and other risk-weighted exposures of a bank;

(d) the address at which the applicant proposes to do business;

(e) the name under which the applicant intends to conduct banking business, which name shall not—

(i) resemble that of an existing bank or deposit-taking institution, or

(ii) be calculated to suggest falsely a special status in relation to the Government or any public body in or outside Botswana, or that the applicant enjoys the official support or patronage thereof;

(f) details of the shareholding of the applicant;

(g) ownership structure of the applicant;

(h) an affidavit of each significant shareholder, director, principal officer and senior manager, stating any convictions, past or present involvement in a managerial function in an entity subject to insolvency proceedings, or personal bankruptcy filings, and such other verification that each of the above-mentioned persons and beneficial owner thereof is a fit and proper person as the Central Bank may require;

(i) the business plan of the applicant over a period of five years from the start of the operations in Botswana, including scale of envisaged operations, any specialised services and financial projections;

(j) such audited accounting and financial data as may be required by the Central Bank, including a statement of financial position of the applicant as at the date of application, or where the applicant is a business that is already in existence, within 90 days prior to the date of application;

(k) in the case of an application by a foreign bank, a statement from the home supervisory authority of the applicant indicating—

(i) that it exercises consolidated supervision over the applicant,

(ii) that it has no objection to the proposed establishment of operations in Botswana by the applicant, and

(iii) prospects for local shareholders and if so, the amount of shares and percentage of local entity;

(l) the name and curriculum vitae of the proposed directors, principal officer and senior management, with a clear indication of the particular responsibilities to be assumed by each officer;

(m) a list of associate companies in or outside Botswana doing banking business or engaged in any financial undertaking such as insurance, brokerage, etc;

(n) the proposed principal place and other places of business of the applicant in Botswana, and a schedule of any proposed branch and agency network;

(o) in the case of an agent acting on behalf of a principal, a written authorisation by the principal; and

(p) any other information that the Central Bank may deem necessary to complete the assessment of the application.

(2) An applicant for a banking licence shall pay to the Central Bank a non-refundable fee of P15 000 for processing of the application.

5. Annual licence fee

(1) For purposes of section 10(1) of the Act, where the Central Bank is satisfied that an applicant has met all the requirements for granting of a licence, it shall inform the applicant in writing, and the applicant shall pay an annual licence fee of P50 000.

(2) Where an applicant for a banking licence has paid the licence fee in accordance with subregulation (1), the Central Bank shall grant the applicant the licence on such conditions as may be specified by the Central Bank.

6. Surrender of licence

(1) A bank wishing to surrender its licence in accordance with the provisions of section 15(4) of the Act shall apply to the Central Bank, in writing, and in accordance with Annexure 3 set out in the Schedule, stating in full, its reasons for the request.

(2) The Central Bank shall within 90 days of receipt of such application, inform the applicant, in writing, of its decision.

7. Mergers, acquisition and registration of controlling companies

(1) For purposes of section 20(3) of the Act, a bank or a deposit-taking institution that wishes to apply for permission to merge or acquire another bank or a deposit-taking institution shall furnish to the Central Bank, the application form in Annexure 4 set out in the Schedule, together with the following documents and information—

(a) a copy of the agreement on the proposed merger or acquisition and any related transaction documents, including the shareholders’ consent to the proposed merger;

(b) certified board resolutions from each of the involved institutions, approving the proposed merger or acquisition;

(c) audited financial statements of the past three years for all financial institutions involved in the merger or acquisition which meets the Central Bank’s minimum disclosure requirements set out in section 32 of the Act, and a copy of consolidated accounts of institutions duly certified by an independent firm of auditors as at the date of application for approval;

(d) a list of substantial changes to the statement of financial position, income statement and cash-flow statement since the date of the latest audited financial statements;

(e) a statement of the purpose, nature, objectives, structure and financing arrangements of the merger or acquisition, including any plan to raise additional equity or debt for the merger or acquisition, as well as the capital structure of the resultant financial institution;

(f) financial projections, including underlying assumptions for the projected financial statements for the first five years of operation after the merger or acquisition;

(g) a detailed business plan of the resultant financial institution for the next five years;

(h) a schedule of projected regulatory capital for the first five years of operation;

(i) proposed details of shareholding structure, curriculum vitae of directors and senior management and their business affiliations;

(j) corporate governance arrangements, including board and management committees that will come into existence, their composition, responsibilities and reporting obligations for the resultant financial institution;

(k) the proposed branch network, including a proposed list of all offices that will be closed, retained as branches, including the head office;

(l) a description of how the proposed merger or acquisition will meet the convenience and needs of the public;

(m) the proposed arrangements regarding personnel policies, retrenchment, recruitment and redeployment of citizen employees;

(n) a description of the integration of the operations of the constituent financial institutions;

(o) evidence of the ability of the major shareholders of the resultant financial institution to provide additional capital should the resultant financial institution experience financial distress or inadequate capital to meet regulatory requirements;

(p) due diligence covering all areas of any possible legal matters that may face the resultant financial institution;

(q) the proposed date of commencement of the operation of the resultant financial institution;

(r) the proposed organisational arrangement of the resultant financial institution showing functional units and reporting structures;

(s) a letter of confirmation from the home supervisory authority if one of the merging or acquired financial institutions is a foreign institution, indicating approval of, or no objection to, the merger or acquisition;

(t) a statement of commitment to observance of domestic banking legislation and any other relevant laws; and

(u) a report showing an analysis of the likely effects of a proposed merger or acquisition on competition in the financial sector.

(2) In addition to the information required under subregulation (1), the Central Bank may call for any other information it deems necessary to complete the assessment of the application.

(3) An applicant for a merger or acquisition shall pay to the Central Bank a non-refundable fee of P15 000.

8. Transfer of significant or controlling interest

(1) For purposes of section 21(1) of the Act, a bank that proposes to hold or transfer a significant or controlling interest, shall make an application to the Central Bank providing information specified in Annexure 5 set out in the Schedule.

(2) An applicant for transfer of significant or controlling interest shall pay to the Central Bank a non-refundable fee of P5 000.

PART III
Prudential Requirements

9. Capital requirements

(1) A bank shall, in accordance with section 22 of the Act, maintain 12.5 per cent of its risk-weighted assets as unimpaired capital.

(2) Notwithstanding the minimum prescribed capital requirements as set out in subregulation (1), the Central Bank shall have the power to impose a specific capital charge or limits on material risk exposures, which based on supervisory review, the Central Bank determines to be risks that have not been adequately transferred or mitigated by a bank.

(3) The Central Bank shall, in assessing the adequacy of capital of a bank, consider the risk profile and systemic importance of the bank and, subject to prevailing macroeconomic conditions and market performance, the Central Bank may set higher overall capital standard than the prescribed minimum capital adequacy ratio, including capital add-on to reflect the risk profile of any individual bank.

(4) A bank shall be required to adopt a forward-looking approach to capital management, including contingency arrangement to maintain or strengthen its capital position in times of stress as appropriate, to be approved by the Central Bank.

(5) For purposes of this regulation—

(a) “assets or group of assets and other such exposures” means total risk weighted assets and other risk weighted exposures as notified by the Central Bank in a schedule of risk weights;

(b) the calculations under paragraph (a) shall be presented in the Central Bank schedule of risk weights which shall be filled in by the bank and returned to the Central Bank within 10 days of the end of each calendar month; and

(c) for purposes of calculations under paragraph (b), total risk weighted assets and other exposures that the Central Bank may determine from time to time shall mean total risk-weighted assets over a calendar month.

10. Liquidity management in banks

(1) The liquid asset requirement that applies to a bank shall be 10 per cent of total deposits and short-term liabilities and any other liquid funds that the Central Bank may introduce from time to time in line with best international practice.

(2) For purposes of section 25(3) of the Act, a bank shall report to the Central Bank the liquid assets held by it as follows—

(a) the monthly liquidity report which shall be submitted to the Central Bank within 10 calendar days of the end of each month;

(b) the weekly liquidity report which shall be submitted by 9 am of the Monday following the week to which it relates; and

(3) The reports referred to in subregulation (2) shall be made in the format specified in the statutory return template or in such a template as may be determined by the Central Bank.

11. Foreign currency holdings

For purposes of section 27 of the Act, a bank shall submit to the Central Bank a report of its currency exposure in Annexure 6 set out in the Schedule.

12. Limitations on large exposures and concentration of risks

(1) For purposes of section 28(1) of the Act, a bank shall not extend direct or indirect, secured or unsecured credit to any person or group of interrelated persons, which equal to or exceeds 10 per cent of the unimpaired capital of a bank without the prior approval of a bank’s board of directors or a duly authorised sub-committee thereof.

(2) For purposes of section 28(2) of the Act, a bank shall report monthly and, in the format specified in the statutory return template or as may otherwise be determined by the Central Bank, the level of its exposure to any person or a group of related parties that equals or exceeds 10 per cent of a bank’s unimpaired capital:

Provided that a bank’s aggregate large exposures shall not exceed 800 per cent of a bank’s unimpaired capital.

(3) For purposes of section 28(3) of the Act, a bank shall not directly or indirectly extend any credit which equals to or exceeds 30 per cent of its unimpaired capital without the prior approval of the Central Bank, and the excess of such large exposures shall be reduced to an amount less than 30 per cent of a bank’s unimpaired capital within 12 months, as may be determined by the Central Bank.

13. Limitations on advances or credit

(1) For purposes of section 29(2) of the Act, the maximum unsecured amount of credit that a bank can make to a related party without the permission of the Central Bank shall be 10 per cent of a bank’s Tier 1 capital.

(2) For purposes of sections 29(4) and 29(5) of the Act, no bank shall extend, or allow to be outstanding to any of its directors or their related interests, facilities which in aggregate exceed one per cent of the Tier 1 capital of the bank without the approval of the majority of its board of directors.

(3) A bank may not extend or permit to be outstanding, to any related party, facilities which in aggregate exceed 25 per cent of the bank’s unimpaired capital base, even where such facilities are secured by tangible security acceptable to the Central Bank.

14. Notice of appointment of external auditor

A bank shall notify the Central Bank of the appointment of an external auditor under section 35(1) of the Act by submitting a notice in Annexure 7 set out in the Schedule.

15. Fit and proper persons

For purposes of section 47(6) of the Act, a bank applying for approval of appointment of a director or for a “no-objection” to the appointment of a principal officer or senior manager shall submit the information specified in Annexures 8 and 9 set out in the Schedule.

16. Application for permission to outsource internal audit function

A bank that intends to outsource its internal audit function in terms of section 56(5) of the Act shall make an application to the Central Bank in Annexure 10 set out in the Schedule.

PART IV
Permissible Activities for Classes of Banks

17. Commercial banks

(1) A commercial banking licence shall enable the holder to undertake conventional commercial banking business, including the following main activities—

(a) acceptance of deposits and savings for such maturity and amounts as may be determined from time to time by the board of a bank;

(b) extension of credit, including loans, overdrafts, financial leasing, of short, medium and long-term maturities;

(d) underwriting the issuance of securities by clients;

(e) undertaking surety and issuing of bank guarantees of an obligation to be fulfilled in monetary terms;

(f) sale and purchases of money market instruments on own account or on behalf of customers;

(g) dealing in foreign exchange, option, futures, swaps and in transferable securities; and

(h) such other conventional banking activities as may be approved by the Central Bank.

(2) A commercial bank shall not conduct non-banking business or acquire or hold shares in other financial institutions or any other company and, more generally, activities that could undermine safety of the depositors’ funds, except as stated under sections 30(2) and 30(3) of the Act.

18. Discount houses

(1) A discount house shall be licensed to deal in short-term money market instruments readily convertible into cash.

(2) A discount house shall carry out the following activities—

(a) acceptance of call deposits from financial institutions and other bona fide users of the financial system;

(b) borrowing and repayment on demand of money against security;

(c) investment in short-term money market instruments such as treasury bills, bankers’ acceptances, negotiable certificates of deposit and other permitted instruments, as may be specified by the Central Bank; and

(d) factoring and discounting of commercial papers.

(3) A discount house shall not engage in certain activities, including the following—

(a) buying and selling of foreign exchange;

(b) granting of loans to the public;

(c) buying or selling of goods for other institutions or the general public, other than in accordance with bankers’ acceptances; and

(d) acquiring or holding of shares in other financial institutions or any other business, except as specified under section 30(2) and (3) of the Act.

19. Investment banks

(1) An investment banking licence shall entitle the holder to carry out underwriting activities or brokering in the flotation of shares by publicly traded companies, as well as investment portfolio management services on behalf of pension funds, unit trusts, corporate and private individuals.

(2) Notwithstanding the main function of providing trade finance to corporate companies, an investment bank can undertake the following activities—

(a) take short-term deposits for wholesale customers and private individuals in amounts of not less than P1 000 000;

(b) acceptance of bills of exchange;

(d) offering of suretyship and issuing of bank guarantees; and

(e) providing professional advice, including arranging initial public offerings for corporates, general activities related to capital funding, mergers and acquisitions of other financial institutions.

(3) An investment bank shall not engage in the following activities—

(a) acceptance of demand or savings deposits;

(b) lending of money to security dealers to finance their investments;

(d) provision of loans of less than one-year maturity.

20. Representative office

(1) A foreign bank may be granted a licence to establish a representative office in Botswana.

(2) A representative office licence shall only be granted to reputable international banking organisations headquartered in jurisdictions recognised by the Central Bank and assessed to be compliant with international standards for effective supervision of banks.

(3) A representative office shall not carry out traditional financial intermediation business and its activities shall be restricted to the following—

(a) advertising, marketing and promoting business on behalf of the foreign parent bank;

(b) agency services aimed at facilitating business transactions between domestic entities and the foreign parent bank; and

PART V
Voluntary Liquidation

21. Appointment of liquidator under voluntary liquidation

For purposes of section 7(3)(a) of the Act, a bank proposing to voluntarily liquidate shall apply for voluntary liquidation as set out in Annexure 11 of the Schedule.

22. Rights of depositors and creditors

For purposes of section 89(2) of the Act, a bank undergoing voluntary liquidation shall pay all lawful claims and return all funds and property to the rightful owners within 90 days following authorisation of the liquidation by the Central Bank.

23. Distribution of assets

For purposes of section 90(4) of the Act, abandoned funds or property shall be transferred to the Central Bank in accordance with Annexures 12 and 13 of the Schedule, respectively.

24. Publication of voluntary liquidation

A bank that has been authorised by the Central Bank to enter into voluntary liquidation shall publish the voluntary liquidation in Annexure 14 set out in the Schedule.

PART VI
Miscellaneous Provisions

25. Abandoned funds and property

(1) For purposes of section 96(1)(b) of the Act, abandoned funds shall be transferred to the Central Bank in accordance with Annexure 15 set out in the Schedule.

(2) For purposes of section 96(8) of the Act, abandoned property shall be transferred to the Central Bank in accordance with Annexure 16 set out in the Schedule.

26. Recovery of administrative penalties

For purposes of section 106(1)(a) of the Act, failure to make payment within 30 days shall result in additional penalties, being an accrual of 0.5 per cent per day of the outstanding amount.

27. Revocation of S.I. No. 73 of 1995

The Banking Regulations, 1995 are hereby revoked.

SCHEDULE

Annexure 1

(reg. 3)

NOTICE OF CEASE AND DESIST TO UNLICENSED PERSONS

To:

Name of unlicensed entity

Address:

Telephone Number: ( )

It has come to the attention of the Central Bank that (name of entity) ……………………………… is engaging in or offering to engage in or holding yourself out as authorised to be engaged in the following activity(ies):

which require(s) licensing with the Central Bank in terms of the Banking Act.

In terms of Section 7(5) of the Banking Act, …………………………………………………………… (name of entity) is hereby notified to cease and desist from engaging, offering to engage in or holding yourself out as authorised to engage in the aforementioned activity with effect from the …………………………………………………………… {insert date}

Note that the following penalty(ies) may be imposed for failure to discontinue the stated activity:

Furthermore, note that failure to comply with this notice is an offence.

Signed at …………………… [place] on this ……… [day] of ……………….. [month] of ……….. [year]

Signature of duly authorised representative of the Central Bank

………………………………………………………………………………

Full name of signatory …………………………………………………

Annexure 2

(reg. 4)

APPLICATION FOR A LICENCE TO ESTABLISH A BANK

(To be submitted in duplicate)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, acting as principal/promoter/in the capacity as duly authorised agent on behalf of ……………………………………………………………………………………… (“the principal”), hereby apply for a banking licence under section 8 of the Banking Act, to establish a ………………………………………………… bank (specify class).

2. I submit with this application the documentation and a written statement containing the information prescribed by regulation 4 of the Banking Regulations.

…………………………………………………………..	…………………………………………………………..
Applicant Applicant’s address	Date Principal’s address
…………………………………………………………..	…………………………………………………………..
…………………………………………………………..	…………………………………………………………..
…………………………………………………………..	…………………………………………………………..

FOR OFFICIAL USE
			Status
1	Application form
2	Letter of comfort by applicant bank’s authorised person	Annexure 1
3	Principal officers/parent bank/controlling shareholders letter of comfort and consent	Annexure 2
4	Consent by home supervisory authority	Annexure 3
5	Prospective business plan covering a period of five years	Annexure 4
6	Duly completed fit and proper application forms for the proposed senior management officials, board members and ultimate beneficial owners comprising the following:	Annexure 5
(a) a notarised copy of the officers’ valid passport (for foreign nationals);
(b) a certified copy of a national identity card (for Botswana citizens);
(c) an up-to-date and detailed curriculum vitae;
(d) copies of the officers’ academic and professional certificates, which should be duly certified where the issuing authority is located within the Republic of Botswana or notarised if the certificates and other related documents are issued by foreign authorities;
(e) completed personal questionnaire for the officers;
(f) two passport-size photographs;
(g) police clearance report; and
(h) security-vetting form (to be collected from the Central Bank).
7	Specimen “letter of authorisation” for the exchange of information between the Central Bank and the proposed bank’s home supervisory authority and/or parent	Annexure 6
8	Extract from the minutes of the board of directors meeting of the applicant bank	Annexure 7
9	Extract from the minutes of the board of directors meeting of the applicant bank’s principal, parent bank and/or controlling shareholders	Annexure 8
10	Proposed name
11	Nature of business
12	Issued share capital
13	Details of anticipated shareholding
14	Company registration documents
15	Financial reference
16	Audited financial statements (if any)
17	Processing fee
18	Undertaking to provide back-up capital

Annexure 3

(reg. 6)

NOTICE OF INTENTION TO SURRENDER A BANKING LICENCE

(For official use)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, Chairperson/Principal Officer of ……………………………………………, duly empowered thereto, hereby wish to give notice of the intention to surrender a licence of the above-mentioned bank, which has been operating as …………………………………………. This is in compliance with section 15(4) of the Banking Act.

2. The surrender of the licence came about as per our board resolution number ……………….. dated ……………………………………………. The reason(s) for surrendering the licence being ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………..

3. I submit with this notification, duly signed by me, the following annexures—

(a) Schedule of deposits and other liabilities;

(b) Schedule, certified by the bank’s external auditors, confirming that the bank’s assets exceed liabilities;

4. I, ……………………………………………………………………………………….. on behalf of the board of directors of the bank hereby declare that all depositors’ interests will be duly protected, and arrangements have been made, as stipulated hereunder (see ………………… annexure …………….. ), to ensure that depositors’ funds are fully repaid and/or safeguarded as indicated.

5. The process to wind up operations of the bank is expected to start from ……………………….. to …………………………………………… as called for under section 15(4) of the Banking Act, which states that the surrendering of the licence shall not take effect until not less than 90 days after the granting of the permission by the Central Bank.

…………………………………………………………..

Chairperson/Principal Officer

Date

Annexure 4

(reg. 7)

APPLICATION FOR PERMISSION TO MERGE/ACQUIRE A BANK

The Governor
Bank of Botswana
Private Bag 154
Gaborone
Dear Sir/Madam

1. I, the undersigned, agent duly authorised to do so by (name of Principal Officer) ………………………….. hereby apply for a permission under Section 20(3) of the Banking Act, to merge/acquire(name of bank) …………………………………………. bank.

2. I submit with this application information prescribed by Regulation 7 of Banking Regulations.

…………………………………………………………..

Applicant’s Name

Date

…………………………………………………………..

Applicant’s Signature

Applicant’s Address

…………………………………………………………..

Signature of Principal Officer

Profile of applicant

1. Name of applicant

……………………………………………………………………………………………………………………….

2. Name under which the applicant will trade if different from 1 above

……………………………………………………………………………………………………………………….

3. Legal status of applicant (i.e., limited company incorporated in Botswana, subsidiary of a company incorporated outside Botswana)

……………………………………………………………………………………………………………………….

4. Address of the applicant’s registered office

……………………………………………………………………………………………………………………….

Telephone No. Fax No.

……………………………………………………………………………………………………………………….

5. Head Office if different from 4 above

Telephone No. Fax No.

6. Address in Botswana for correspondence regarding the application

……………………………………………………………………………………………………………………….

7. Designated person to whom all queries regarding this application must be directed

……………………………………………………………………………………………………………………….

Proposal

(i) State and describe the proposed merger/acquisition to be undertaken in Botswana

……………………………………………………………………………………………………………………….

(ii) Provide a five-year detailed business plan for proposed merger/acquisition of bank

……………………………………………………………………………………………………………………….

Ownership structure

(i) List all shareholders who directly or indirectly hold shares or other interest in the applicant bank, which represents five per cent or more of the capital or voting rights.

Shareholder	Percentage of capital or voting rights	Date Appointed

(ii) List the names of the Board of Directors and Senior Management of applicant bank giving details of their areas of responsibility and date of appointment where applicable. Attach their curricula vitae and details of anticipated sub-committees.

Name	Responsibilities	Date appointed

(iii) Other than those listed on (i) and (ii) above, provide a list of people who are in a position to exercise significant influence in the applicant operations.

Name	Relationship	Percentage of capital rights	Date acquired

(iv) List names of the proposed senior managers and the principal officer, indicate their functional responsibilities in the merger/acquiring entity and attach their curricula vitae.

Name	Functional responsibility

(v) If the applicant is part of a Group, set out in an organogram the relationships within the Group showing percentage holdings.

(vi) Details of nature and activities of ultimate parent company.

(vii) Where applicable, provide financial information on ultimate and intermediate parent companies.

……………………………………………………………………………………………………………………….

Financial statements

(i) Where applicable, give the name, address and telephone number of the applicant’s auditors, indicating the date of their appointment and the applicant’s contact at the firm.

Name	Address	Tel. No.	Contact person	Date appointed

(ii) Attach a copy of the latest audited accounts, (attach audited accounts for previous 3 years or since business commenced).

(iii) Financials (balance sheet, income statement and cashflow statements) as of a date that is within 90 days of the date that the application was submitted to Bank of Botswana.

(iv) Have the accounts of the applicant carried a qualified audit report in any of the recent five years? If yes, provide details.

……………………………………………………………………………………………………………………….

(v) Attach auditor’s confirmation of the level of issued share capital.

Regulatory status

(i) Has the applicant applied for regulatory approval in any other jurisdiction and been refused or withdrawn its application? If yes, provide full details.

……………………………………………………………………………………………………………………….

(ii) Has the applicant been the subject of an investigation into allegations of misconduct or malpractice in connection with investment business or any financial services, or any business activities, or is it currently undergoing an investigation by any regulatory authority? If yes, provide full details.

……………………………………………………………………………………………………………………….

(iii) Has the applicant, or a member of its staff, been censured or disciplined by any regulatory body, publicly or otherwise, because of its professional activities? If yes, provide full details.

……………………………………………………………………………………………………………………….

(iv) Has the applicant or any of its shareholders or any members of the same group ever had its authorisation revoked by a regulatory authority? If yes provide full details.

……………………………………………………………………………………………………………………….

(v) If the applicant is a foreign bank, provide a copy of the most recent full-scope on-site examination report and the most recent audit report, including management letter.

I declare that the information provided on this form is complete and accurate.

……………………………………………………………………………………………….

Authorised signatory of the applicant bank

Name: ……………………………………………………….

Position held: ………………………………………………

Date: …………………………………………………………

Annexure 5

(reg. 8)

NOTICE OF INTENT TO HOLD OR TRANSFER A SIGNIFICANT OR CONTROLLING INTEREST IN A BANK

1. Form of Notice

The original and two copies of the notice and all required information must be submitted to the Central Bank in writing. The notice must be signed by the significant shareholders, if natural persons, or by at least two authorised officers, if a legal person.

2. Information Required

The following is a list of information, which must be submitted to the Central Bank as part of the notice. Prior to making a determination on whether to object to a proposed transfer, the Central Bank may, by notice in writing, require additional information or documents.

(a) Name of bank.

(b) Type of equity transfer.

PART A

2.1 For disposal of shareholding

2.1.1 Name, address and telephone number of the significant shareholder.

2.1.2 As a result of the proposed equity transfer my shareholding in the bank will be reduced below the following level (select/tick one):

• 50 per cent

• 33 per cent

• 20 per cent

• 10 per cent

2.1.3 State the number of shares of the bank authorised and number of shares currently outstanding.

2.1.4 State the number and type of shares now held by the significant shareholder; number and type of shares to be disposed; and number and type of shares to be held following the disposition. Present each number as a percentage of the total shares outstanding at the bank.

2.1.5 State the sale price per share, and the total sale price. Provide the current book value per share and the current market value per share. Indicate the source and date of the market value information.

2.1.6 Identify each proposed acquirer. State the total number of shares to be transferred to each person, and as a percentage of the total shares of the bank.

2.1.7 Describe the proposed transfer in detail and provide copies of all agreements and documents related to the transfer of shares.

PART B

2.2 For acquisition of shareholding

2.2.1 Name, address and telephone number of the significant shareholder.

2.2.2 As a result of the proposed equity transfer, my shareholding in the bank will increase to, or exceed, the following level (select/tick one):

* 20 per cent

* 33 per cent

* 50 per cent

2.2.3 State the number of shares of the bank authorised and number of shares currently outstanding,

2.2.4 State the number and type of shares now held; number and type of shares to be acquired; and number and type of shares to be held following the acquisition. Present each number as a percentage of the total shares outstanding of the bank. Indicate whether, and how many, shares will be issued by the bank.

2.2.5 State the purchase price per share, and the total purchase price. Provide the current book value per share and the current market value per share. Indicate the source and date of the market value information.

2.2.6 Identify each transferor of shares proposed to be acquired. State the total number of shares to be acquired from each person, and as a percentage of the total shares of the bank.

2.2.7 Describe the proposed acquisition in detail and provide copies of all agreements and documents related to the acquisition, including all invitations or tender offers to shareholders.

2.2.8 Submit signed financial statements for the past three years, audited if available.

2.2.9 Provide complete information on the source of funds to be used for the acquisition.

Indicate the amount of funds required and the specific source(s) of funds.

• If assets will be sold, provide complete information on the proposed sale, including copies of pertinent documents.

• If funds will be borrowed, provide complete information on the loan including identification of the lender, amount to be borrowed, amount of the loan as a percentage of the total purchase price, collateral to be pledged, and all terms of the transaction. Specifically identify how the loan will be repaid. If dividends, salary or any other income from the bank are anticipated to be used to service the debt, provide complete details.

2.2.10 Identify all persons who would become “related persons” of the bank as a result of the proposed acquisition.

2.2.11 Describe the reason(s) for the proposed acquisition. If the acquisition will result in holding an interest in the bank of less than 50 per cent and if no material change to the operation, board of directors, senior management, or structure of the bank are planned, please state. Otherwise, describe general plans for the future operation of the bank.

Provide specific and complete information regarding the intention of the person (or persons acting in concert) making the acquisition to introduce significant changes in the bank, such as:

• sale of assets;

• merger with another bank or acquisition by other persons;

• material changes to the activities of the bank;

• changes in the board of directors or senior management of the bank;

• changes in the corporate structure of the bank.

2.2.12 If the acquisition will result in holding an interest in the bank of at least 50% (or less if the bank would become a subsidiary) or if material changes in the bank’s activity, board of directors, senior management, or structure are planned, then submit a five-year business plan.

Annexure 6

(reg. 11)

FOREIGN CURRENCY HOLDINGS

Reporting Bank:

FX-1: ANALYSIS OF FOREIGN EXCHANGE TRADING POSITION (in Pula Thousands)

1	2	3	4	5	6	7	8	9	10
Analysis by	Gross Spot	Gross Spot	Net Spot	Gross Forward	Gross Forward	Net Forward	Net	Net	Exchange
Currency	Purchases	Sales	Position	Purchases	Sales	Position	Long	Short	Rate

USD
ZAR
GBP
EUR
Other*



					Total
					Overall Trading Position

(a) Individually list other currencies

(b) The overall trading position should be calculated by using the shorthand method, i.e., total of line 8, or 9, whichever is greater. (An absolute number – not a ratio)

Reporting Bank:

FX-2: OVERALL FOREIGN EXCHANGE POSITION (in Pula Thousands)

ASSETS (long positions)	USD	ZAR	GBP	EUR	Other*	Total
1. Ledger Accounts
(a) Foreign notes and coin
(b) Due from bank balances
(c) Loans
(d) Other ledger accounts
1a Total Ledger Accounts (sum of lines 1(a) thru (d))
2. Total spot and forward contracts for the purchase of foreign change
3. Total Assets/Purchases (sum of lines 1 and 2)
LIABILITIES (short positions)
4. Ledger accounts
(a) Due to bank balances
(b) Foreign currency deposits
(c) Borrowings
(d) Other ledger accounts
5. Contingent Liabilities
(a) Total spot and forward contracts for the sale of foreign exchange
(b) Other
6. Total Liabilities/Sales (sum of lines 4 and 5)
7. Net Long Position
8. Net Short Position
9. Exposure as a Percentage of Unimpaired Capital
10. Overall Position**
11. Overall Position as a percentage of audited unimpaired capital

*List separately in the designated column other currencies in which the bank has a position which exceeds P50 000.

** The overall position should be calculated by using the shorthand method, i.e., line 7 or 8, whichever is greater. (An absolute number – not a ratio)

Annexure 7

(reg. 14)

NOTICE OF APPOINTMENT OF AN EXTERNAL AUDITOR

The Director
Prudential Authority and Payments Oversight Department
Bank of Botswana
Private Bag 00154
Gaborone

1. I, ………………………………………………………………….. the undersigned Chairperson/Principal Officer of, ….., …………………………………………………………………….., hereby declare that in accordance with the provisions of section 35 of the Banking Act, a resolution was passed at a board meeting of …………………………………………………………………………………………………………… on ……………………………………………… (dd/mm/yyyy) to appoint ……………………. (name of audit firm) of ……………….. (address) as the external auditor of …………………………………………………. for the financial year ending …………………. (dd/mm/yyyy).

2. I submit with this notification duly signed, the following annexures:

(a) Board resolution;

(b) Engagement letter; and

…………………………………………………………..

Chairperson/Principal officer

Date

Annexure 8

(reg. 15)

APPLICATION FOR APPOINTMENT OF A NEW DIRECTOR

Form of Notice

The original and one signed official copy of the request shall be submitted to the Central Bank in English.

Information Required

1. Personal Questionnaire.

2. Name of contact person of the appointing bank, address and telephone number in Botswana.

3. Certified copy of the national identity card (Omang) if a citizen of Botswana; otherwise, certified copy of a passport indicating passport number, dates of issue and expiry and pages with personal details and photograph.

4. Business and professional history included in a detailed curriculum vitae.

5. Information as to whether the person is, or has ever been, a significant shareholder, director, or senior management official of any bank located anywhere in the world.

6. A list of all “related persons” who will be so designated if the person serves as a director of a bank.

7. Police clearance report/fingerprints.

8. Security Vetting Consent and Authorisation Form.

9. A certified copy of the resolution of the board of directors of a bank on the appointment of the person to the board of directors, which shall specifically state that the appointment is subject to the written approval of the Central Bank and the person shall not act in that capacity until approval of the Central Bank has been granted.

Annexure 9

(regs. 15)

NOTICE OF APPOINTMENT OF A SENIOR MANAGEMENT OFFICIAL

Form of Notice

The original and one signed official copy of the request shall be submitted to the Central Bank in English.

Information Required:

1. Personal questionnaire.

2. Name of contact person of the appointing bank, address and telephone number in Botswana.

4. Business and professional history included in a detailed curriculum vitae.

5. Information as to whether the person is, or has ever been, a significant shareholder, director or senior management official of any bank located anywhere in the world.

6. A list of all “related persons’’ who will be so designated if the person serves as a senior management official of a bank.

7. Police Clearance report/fingerprints.

8. A board resolution confirming that the board of directors has evaluated the proposed new senior management official according to every criterion of the “fit and proper” assessment as maybe determined by the Central Bank and has determined that the person is “fit and proper” for the position of senior management official of a bank.

Annexure 10

(reg. 16)

APPLICATION FOR PERMISSION TO OUTSOURCE INTERNAL AUDIT FUNCTION

The Director
Prudential Authority and Payments Oversight Department
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, Chairperson/Principal Officer of …………………………………………………………., duly empowered thereto, hereby wish to seek permission to outsource internal audit function, in compliance with section 56(5) of the Banking Act.

2. I wish to seek permission to outsource audit assistance for the following activities …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

3. The reason(s) for outsourcing the internal audit assistance being ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..

4. I submit with this application, duly signed the contract between ……………………………………………………… and ……………………………………………………………….

…………………………………………………………..

Chairperson/Principal officer

Date

Annexure 11

(reg. 21)

APPLICATION FOR APPROVAL FOR VOLUNTARY LIQUIDATION BY A BANK

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, Chairperson/Principal Officer of …………………………………………………………., duly empowered thereto, hereby wish to propose a voluntary wind up of the abovementioned bank, which has been operating as ………………………………………………………………….. This is in compliance with section 73(3)(a) of the Banking Act.

2. The decision to wind up follows our board resolution number ………………………………………………. dated …………………………………………………………………… The reason(s) for voluntary liquidation being ……………………………………………………………………………………………………………………………………………………………………………………………………………………………….

3. I submit with this notification, duly signed by me, the following annexures:

(a) The resolution of the board of directors of the bank sanctioning the voluntary liquidation of the bank;

(b) An extract of the minutes of shareholders’ meeting passing the resolution to voluntarily liquidation;

(d) Confirmation from the directors, auditors and liquidators that the bank has ceased to carry on any banking business except in so far as may be required for the orderly liquidation of the bank;

(e) A balance sheet, as at the date of the commencement of the liquidation of the bank, submitted by the liquidator reflecting all exiting assets and liabilities;

(f) A certified listing of all unresolved, unsatisfied or undischarged complaints or legal actions the bank or instituted by the bank; and

4. I, ……………………………………………………………………………………, on behalf of the Board of Directors of the bank hereby declare that all depositor interests will be duly protected, and arrangements have been made, as stipulated hereunder (see annexure ………….. ), to ensure that depositor funds are fully repaid and/or safeguarded as indicated.

…………………………………………………………..

Chairperson/Principal officer

Date

Annexure 12

(reg. 23)

ABANDONED FUNDS

For purposes of section 90(4) of the Banking Act the attached annexure regarding the format of submission of abandoned funds shall apply.

Full Name of Creditor/ Shareholder (surname first, titles last)¹	Last Known Address	Contact Details	Amount Due	Omang or other ID Co. Reg. No	Date of Transfer to the Central Bank (dd/mm/yyyy)2	Date of Last Correspondence with Creditor/Shareholder (dd/mm/yyyy)	Comment

Note:

1. Surname first/titles last – the name should start with the surname, followed by the first name and the title (e.g., Kgotla Tona, Mr). No initials – names should be written in full (e.g., Tshipi Tlhapi and not T. Tlhapi).

2. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023).

Annexure 13

(reg. 23)

ABANDONED PROPERTIES

For purposes of section 90(4) of the Banking Act the attached annexure regarding the format of submission of abandoned properties shall apply.

Full Name of Creditor/ Shareholder (surname first, titles last)1	Last Known Address	Contact Details	Omang or other ID Co. Reg. No	Location of Property	Property Description	Estimated value (Where possible)	Date of Transfer to the Central Bank (dd/ mm/yyyy)²	Date of Last Correspondence with Creditor/ Shareholder (dd/mm/yyyy)	Comment

Note:

1. Surname first/titles last – the name should start with the surname, followed by the first name and the titles (e.g., Kgotla Tona, Mr). No initials – the names should be written in full (e.g., Tshipi Tlhapi and not T. Tlhapi).

2. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023).

Annexure 14

(reg. 24)

PUBLIC NOTICE OF VOLUNTARY LIQUIDATION

1. This Notice is given in accordance with section 88(b) of the Banking Act that ……………………….. (name of a bank, address, country of incorporation) is voluntarily closing its business operations. The Notice of the plan to liquidate has been submitted to the Bank of Botswana ……………………………………………………………………………. (address of the Bank of Botswana).

2. Creditors should present claims for payment against the bank within 10 calendar days after the date of the final newspaper publication of this notice (dd/mm/yyyy) either by mail to (e-mail address of a bank) or in person to (physical address).

Annexure 15

(reg. 25(1))

ABANDONED FUNDS

For purposes of section 96(1)(b) of the Banking Act, the attached annexure regarding the format of submission of abandoned funds shall apply.

Account Number

Full Name of Account Holder (surname first, titles last)¹

Description (Type of Account)

Date Account Opened (dd/mm/yyyy)²

Branch Name³

Last Known Address

Contact Details

Principal Amount⁴

Interest⁵

Deductions⁶

Total Amount⁷

Omang or other ID Co. Reg. No.

Date of Last Transaction

Date of Last Correspondence with Account Holder (dd/mm/yyyy)

Note:

1. Surname first/titles last–the name should start with the surname, followed by the first name and the titles (e.g., Kgotla Tona, Mr). No initials – the names should be written in full (e.g., Tshipi Tlhapi and not T. Tlhapi).

2. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023).

3. The full name of the branch should be written and not the branch code (e.g., Francistown Branch and not 17).

4. Principal amount – the balance at last transaction.

5. Interest – interest accrued on the account after last transaction.

6. Deductions – all deductions made on the account after last transaction.

7. Total amount – principal amount + interest – deductions, that is, 4+5-6

Annexure 16

(reg. 25(2))

ABANDONED PROPERTIES

For purposes of section 96(8) of the Banking Act, the attached annexure regarding the format of submission of abandoned properties shall apply.

Customer Name1	Last Known Address	Contact Details	Branch Name²	Description of container	Date of deposit³	Last Date customer accessed the item (dd//mm/yyyy)³	Content Description	Estimated value (Where possible)

Note:

2. The full name of the branch should be written and not the branch code (e.g., Francistown Branch and not 17).

3. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and then the year in full (e.g., 25/07/2023).

BANKING (APPEALS TRIBUNAL) REGULATIONS

(section 109)

(15th August, 2025)

ARRANGEMENT OF REGULATIONS

REGULATION

PART I
Preliminary

1. Citation

2. Interpretation

PART II
Establishment and Membership of Tribunal

3. Establishment of Tribunal

4. Disqualification, removal or resignation of member

5. Filling of vacancies

6. Appointment of Secretary

PART III
Meetings of Tribunal

7. Sittings of Tribunal

8. Co-option of members

9. Declaration of interest

10. Confidentiality

PART IV
Application for Review

11. Application for review and review notice

12. Statement of case

13. Applicant’s reply

14. Withdrawal of application for review

PART V
Procedure of Inquiry

15. Notice of hearing

16. Hearings by Tribunal

17. Issue of summons

18. Power to direct proceedings

19. Determination of procedure

20. Extension of time

21. Filing of documents

22. Service of documents

PART VI
Determination of Application for Review

23. Determination of review without hearing

24. Determination of Tribunal by majority decision

25. Power of Tribunal in case of non-compliance

PART VII
Costs of Proceedings Before Tribunal

26. Order as to costs

27. Costs of Tribunal

PART VIII
Miscellaneous Provisions

28. Report of Tribunal

29. Legal representation

30. Indemnity

31. Rules of Tribunal

32. Offence and penalty

SCHEDULE

S.I. 106, 2025.

PART I
Preliminary

1. Citation

These Regulations may be cited as the Banking (Appeals Tribunal) Regulations.

2. Interpretation

In these Regulations, unless the context otherwise requires—

“applicant” means a person who, in terms of section 93 of the Act, is aggrieved by a decision of the Central Bank;

“Chairperson” means a person appointed as the Chairperson of the Tribunal under section 92(2)(a) of the Act;

“electronic hearing” means a hearing held by telephone conference or some other form of electronic technology or digital platform allowing persons to hear one another;

“filing” means the effective delivery of a document to and its receipt by the Tribunal;

“member” means a member of the Tribunal appointed under section 92 of the Act;

“review notice” means an application for review of a decision by the Central Bank or a notice given by the Tribunal to prepare for a hearing;

“Secretary” means the person appointed as Secretary to the Tribunal under regulation 4(1); and

“Tribunal” means the Appeals Tribunal established under section 92 of the Act.

PART II
Establishment and Membership of Tribunal

3. Establishment of Tribunal

There is hereby established an Appeals Tribunal (herein referred to as the “Tribunal”) for the banking sector.

4. Disqualification, removal or resignation of member

(1) A person shall not be appointed a member of the Tribunal, if the person—

(a) is a member of the National Assembly, a member of the Ntlo ya Dikgosi, a councillor or the holder of an office in a political party;

(b) is an executive officer, director, an employee or secretary of a bank or deposit-taking institution;

(c) has previously been convicted of an offence in or outside Botswana involving acts of dishonesty for which he or she was sentenced to imprisonment without the option of a fine;

(d) is insolvent or has been declared bankrupt and has not been rehabilitated;

(e) has been disqualified or suspended by a competent authority from practising their profession on the grounds of misconduct;

(f) has been disqualified in or outside Botswana from acting as a director or executive officer of a body corporate under a law relating to corporations or to the provision of financial services;

(g) is an employee or board member of the Central Bank;

(h) has previously been an employee of the Central Bank, and the period between the date of his or her separation from the Central Bank and the date of their appointment to serve on the Tribunal is less than two years; or

(i) has been convicted of an anti-money laundering and combating financing of terrorism and proliferation offence or has been convicted of any financial crime.

(2) The Minister may terminate a member’s appointment to the Tribunal, where the member—

(a) is absent without reasonable cause from three consecutive meetings of the Tribunal of which he or she has had notice;

(b) has been found to be physically or mentally incapable of performing his or her duties efficiently and a medical doctor has issued a certificate to that effect;

(c) contravenes a provision of these Regulations or otherwise misconducts himself or herself to the detriment of the objects of the Tribunal; or

(d) has failed to comply with the provisions of regulations 9 and 10.

(3) The Chairperson may resign his or her membership by giving a three-month notice, in writing to the Minister.

(4) A member appointed under section 92(2)(b) of the Act may resign his or her membership by giving one-month notice, in writing, to the Minister.

5. Filling of vacancies

(1) The Minister shall, on being notified by the Central Bank, in writing of the death of, or vacation of office by, a member, within 60 days of receiving notification, appoint a member to hold office for the remainder of the period of office of such deceased or vacating member.

(2) Subregulation (1) shall not apply where the remainder of the period for which the member whose office has been vacated would otherwise have held office is less than three months.

6. Appointment of Secretary

(1) There shall be a Secretary for the Tribunal appointed by the Minister, who shall provide secretarial and administrative services to the Tribunal.

(2) The Secretary shall be appointed for a term not exceeding five years and upon such conditions as the Minister shall state in the letter of appointment.

(3) The Secretary shall—

(a) register all orders or decisions made by the Tribunal;

(b) maintain and keep a proper record of all proceedings and correspondence of the Tribunal;

(c) have custody and keep an account of all awards payable or paid into the Tribunal and of all moneys paid into or out of the Tribunal and keep proper accounts;

(d) compile and register statistics of all adjudicated cases;

(e) carry out such other duties as the Minister may, from time to time, determine; and

(f) attend meetings of the Tribunal but shall have no right to vote.

PART III
Meetings of Tribunal

7. Sittings of Tribunal

(1) Subject to the provisions of these Regulations, the Tribunal may regulate its own proceedings.

(2) The Tribunal shall sit at such times as shall be determined by the Chairperson, upon the giving of not less than 30 days’ notice.

(3) The Chairperson may call for a sitting of the Tribunal by giving notice of less than 30 days where the urgency of a particular matter does not permit the giving of notice in accordance with subregulation (2).

(4) At any sitting of the Tribunal any three members, including the Chairperson, shall constitute a quorum.

(5) A member appointed under regulation 5 shall not count towards the constitution of the quorum and shall not be entitled to vote.

8. Co-option of members

The Tribunal may, for purposes of reviewing a matter for which specialised knowledge is required, co-opt not more than two additional persons with specialist qualification and knowledge on the matter, to be members of the Tribunal only with respect to the sittings of the Tribunal convened for the review of such matter.

9. Declaration of interest

(1) A member of the Tribunal shall disclose, in writing, to the Minister, all interests that the member has that could conflict with the proper performance of the functions of the member’s office, whether the interests were acquired before or after appointment.

(2) A disclosure in terms of subregulation (1) shall be given as soon as practicable after the member becomes aware of the interest.

(3) The Secretary shall record all disclosures made in terms of this regulation.

(4) A member who has an interest that could conflict with the proper performance of the functions of his or her office in relation to a particular matter shall disclose, in writing, to the Minister.

(5) For the purposes of subregulations (1) and (4), it does not matter whether the interest is direct, indirect, pecuniary or non-pecuniary, nor when the interest was acquired.

(6) For the purpose of this regulation, if—

(a) a related party of a member has an interest; and

(b) the member had the interest, and it could conflict with the proper performance of the functions of the member’s office, the member is taken to have an interest, and this regulation applies accordingly.

(7) In subregulation (6), “related party” means any of the following—

(a) an immediate family member includes a spouse, son daughter, sibling or a parent;

(b) a person in accordance with whose directions, instructions or wishes the member is accustomed to act or is under an obligation, formal or informal, to act;

(c) a person who is accustomed to act, or is under an obligation, whether formal or informal, to act, in accordance with the direction, instructions or wishes of the member;

(d) a company of which the member is a director or executive officer, and a subsidiary of such a company;

(e) a company of which the member, close relative, is a director or executive officer; or

(f) a company, if its directors are accustomed or under obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the member.

(8) Where a member fails to disclose his or her interest in accordance with this regulation and a decision by the Tribunal is made benefitting such member, such decision shall be void.

(9) A member of the Tribunal who fails to comply with provisions of subregulation (1), commits an offence and is liable to a fine not exceeding P5 000, or to imprisonment for a term not exceeding six months, or to both.

10. Confidentiality

(1) A member and any other person assisting the Tribunal shall observe and preserve the confidentiality of all matters coming before the Tribunal, and such confidentiality shall subsist even after the termination of their terms of office or their mandates.

(2) Any member or any person to whom confidential information is revealed through working with the Tribunal shall not disclose that information to any other person, unless he or she is required to do so in terms of any written law or for purposes of any judicial proceedings.

(3) Any member or any other person who contravenes the provisions of this regulation commits an offence and is liable to a fine not exceeding P5 000, or to imprisonment for a term not exceeding six months, or to both.

PART IV
Application for Review

11. Application for review and review notice

(1) A person aggrieved by a decision of the Central Bank shall make an application for review of the decision in Form 1 set out in the Schedule, and shall be accompanied by a non-re fundable fee of—

(a) P50 000, for banks; and

(b) P30 000, for deposit taking institutions.

(2) An applicant shall lodge a review notice within 30 days from the date on which the decision of the Central Bank is received by the applicant.

(3) The applicant shall attach a copy of the decision of the Central Bank to which the review notice relates and the notice shall state—

(a) the name and address of the applicant;

(b) the name and address of the applicant’s representative; and

(4) Upon receiving a review notice, the Secretary shall—

(a) enter particulars of the review notice in a register kept for that purpose; and

(b) inform the parties, in writing—

(i) that the review notice has been lodged,

(ii) of the date when the review notice was lodged with the Tribunal, and

(iii) of the Tribunal’s decision on any application made, for directions.

12. Statement of case

(1) Where an application has been filed against the Central Bank, the Central Bank shall file a statement of case in support of the decision referred to in the application for review not later than 30 days after the date on which the Central Bank received the information sent by the Secretary under subregulation 11(4).

(2) The statement of case shall be in Form 2, set out in the Schedule, and it shall—

(a) specify the provisions of the law providing for the Central Bank’s decision referred to in the application;

(b) specify the reasons for the decision;

(d) specify the date on which the statement of case is filed.

(3) The statement of the case shall be accompanied by a list of—

(a) the documents on which the Central Bank relied in support of the decision; and

(b) any additional documents and material which, in the opinion of the Central Bank, would further assist the Tribunal.

(4) The Central Bank shall send the applicant a copy of the statement of case, the documents and material in the list under subregulation (3) at the same time, that it files the statement of case.

13. Applicant’s reply

(1) An applicant shall file a written reply with the Tribunal not later than 30 days after the date on which the applicant has received a copy of the—

(a) Central Bank’s statement of case; or

(b) amended statement of case from the Central Bank.

(2) The reply shall—

(a) state the grounds on which the applicant relies;

(b) set out all matters contained in the statement of case which are disputed by the applicant;

(d) specify the date on which the applicant’s reply is filed.

(3) The reply shall be accompanied by all documents on which the applicant relies in support of its case.

(4) The applicant shall send to the Central Bank, a copy of the reply at the same time as it is sent to the Tribunal.

14. Withdrawal of application for review

(1) An applicant may withdraw a review notice—

(a) any time before the hearing of the review, by filing a notice to withdraw; or

(b) at the hearing of the review, with the Tribunal’s permission.

(2) The Central Bank may state that it does oppose the review or withdraw the decision to oppose the review—

(a) at any time before the hearing of the review, without permission, by filing a notice to that effect; or

(b) at the hearing of the review, with the Tribunal’s permission.

(3) The Tribunal may determine the review by holding of a hearing under regulation 16 where—

(a) the Central Bank makes a statement as provided for under subregulation (2)(a);

(b) the Central Bank does not file a statement of case within the time limit imposed by regulation 12(1), or an extension in accordance with regulation 20; or

(c) the applicant does not file a reply within any time limit as provided in regulation 13(1) or file a request for an extension in accordance with regulation 20.

PART V
Procedure of Inquiry

15. Notice of hearing

(1) The Tribunal shall provide, or direct the giving of, a written notice of hearing, as set out in Form 3 of the Schedule, to the parties and other persons as the Tribunal may determine or require.

(2) A notice of hearing shall include—

(a) a statement of the dates, time and the purpose of the hearing;

(b) a statement that if a party does not attend or participate at the hearing, the Tribunal may proceed in the party’s absence and the party will not be entitled to any further notice in the proceeding; and

16. Hearings by Tribunal

(1) The Tribunal may hold—

(a) a preliminary hearing;

(b) an oral hearing;

(d) an electronic hearing; or

(e) a hearing that combines one or more of the above formats.

(2) A party who has not consented to any format of hearing referred to under subregulation (1) may object by filing and serving an objection within 14 days after the notice of hearing is given.

(3) Upon receiving the objection in subregulation (2), the Tribunal may cancel the hearing and replace it with another format, or it may proceed with the original format, and should it proceed with the original format it shall state its reasons for doing so.

(4) A hearing before a Tribunal shall be open to the public, unless the Tribunal directs otherwise.

(5) The Tribunal shall set the hearing dates and determine its own procedure for the hearing and the location of the hearing.

17. Issue of summons

(1) The Tribunal may, by summons set out in Forms 4(A) and 4(B) of the Schedule, require any person to—

(a) attend, at such time and place as is specified in the summons, to give evidence as a witness;

(b) file, within the time specified in the summons, any document in his or her custody or under his or her control which the Tribunal considers necessary to examine; or

(2) A witness summons shall be sent so as to be received by the person to whom it is addressed not less than 14 days before the time specified in the summons.

(3) The Tribunal may, upon the application of the person to whom the witness summons is addressed, direct that the witness summons be set aside or varied.

18. Power to direct proceedings

(1) For the purposes of reviewing a decision, the Tribunal may—

(a) require a person appearing, before the Tribunal to give evidence either on oath, affirmation or declaration, and the Tribunal shall administer such oath, affirmation or declaration;

(b) proceed in the absence of a party who, by notice, has been given a reasonable period to attend the proceedings; or

(2) The Tribunal may direct that any question of fact or law which appears to be an issue in relation to the review should be determined at a preliminary hearing.

(3) If, in the opinion of the Tribunal, the determination of a question substantially disposes of the review, the Tribunal may treat the preliminary hearing as the hearing of the review and may make such order by way of disposing of the review as it deems fit.

(4) Subject to regulation 16, if the parties so agree in writing, the Tribunal may determine the question without an oral hearing, but, in any such case, the Tribunal may not at the same time dispose of the review, unless the parties have agreed, in writing, that it may do so.

19. Determination of procedure

(1) The Tribunal may, where the procedure set out under these Regulations is found, after due consideration, not to be appropriate for the hearing or other consideration of any particular matter, determine the procedure to apply to that matter, in accordance with the requirements for procedural fairness.

(2) A defect in form or other technical breach in a proceeding will not render the proceeding or the step, document or order in the proceeding invalid.

20. Extension of time

(1) Where a party cannot meet a time limit prescribed by these Regulations, the party shall, not less than three days before the deadline, file a request to the Tribunal for an extension of time, accompanied by reasons in support of the request.

(2) The number of extensions that a party may be granted under subregulation (1) shall not exceed three.

(3) The Tribunal shall have the sole discretion to determine whether to grant an extension of time as requested.

21. Filing of documents

(1) All documents shall be filed in five copies and shall be in a legible form.

(2) The Tribunal may, subject to such conditions as may determine, direct that a document be filed by—

(a) hand delivery;

(b) courier service;

(d) facsimile;

(e) electronic transmission; or

(f) any other means.

(2) Where documents are filed by facsimile or other electronic transmission, the original copies shall be delivered within 48 hours, unless the Chairperson otherwise directs.

22. Service of documents

(1) The Tribunal may subject to such conditions as may determine, direct that service of documents be made by—

(a) hand delivery;

(b) courier service;

(d) facsimile;

(e) electronic transmission; or

(f) any other means.

PART VI
Determination of Application for Review

23. Determination of review without hearing

The Tribunal may determine the application for review without an oral hearing if the parties agree to this, in writing.

24. Determination of Tribunal by majority decision

(1) An application for review before the Tribunal shall be determined by the decision of any three members, including the Chairperson of the Tribunal.

(2) Any determination of the Tribunal shall be, in writing and shall include the reasons for the determination, a statement of its findings on material questions of fact and a reference to the evidence or other material on which the findings are based,

(3) The Tribunal shall cause its determination to be served on each party to the proceedings.

(4) Unless specified otherwise, a determination of the Tribunal shall come into operation on the date of the determination.

(5) Any determination of the Tribunal shall be published in such form and manner as the Tribunal deems fit, except that the names of the parties and any information which the Tribunal considers to be sensitive shall be omitted.

25. Power of Tribunal in case of non-compliance

(1) Where a party fails without, reasonable excuse, to comply with a direction given under these Regulations or fails to comply with a provision of these Regulations, the Tribunal may—

(a) award costs against that party;

(b) where that party is the applicant, dismiss the whole or part of the review and direct the party as to any action to be taken by the party; or

(c) where that party is the Central Bank, strike out the whole or part of the statement of case and, where appropriate direct the Central Bank to be debarred from contesting the review.

(2) The Tribunal shall, before taking steps under subsection (1), give a party 30 days to make representations.

(3) Any person who fails to comply with steps taken under subregulation (2), commits an offence and shall be liable to penalties provided under regulation 32.

(4) Non-compliance with the provisions of any rule of practice for the time being in force or of any of these Regulations shall not render the proceedings of the Tribunal void.

PART VII
Costs of Proceedings Before Tribunal

26. Order as to costs

(1) The Tribunal may, after considering submissions from a party for an award of costs, order the costs of a party be paid by another party,

(2) The Tribunal may, in its discretion, order costs—

(a) in a fixed amount;

(b) to be assessed according to a specified tariff of costs; or

(3) The Tribunal shall, when determining whether a party is liable to pay the costs of another party, or of the Tribunal as provided under regulation 27, consider—

(a) whether the party is engaged in conduct which is clearly unreasonable;

(b) whether the party’s conduct unreasonably delayed or prolonged the proceedings, including failure to comply with any undertakings or directions;

(d) the failure by a party to co-operate with other parties during preliminary proceedings or at the hearing;

(e) the failure by a party to attend a hearing or other proceedings, or to send a representative, despite notices being provided;

(f) the party’s degree of success in the proceedings; and

(g) any other matter it considers relevant.

27. Costs of Tribunal

(1) The Tribunal may, either in addition to costs it may award under regulation 26 or without such an award, make an order as to costs of the Tribunal against any one or all of the parties to the review.

(2) The costs of the Tribunal shall consist of the expenses that the Tribunal incurs in connection with the proceedings of the review.

(3) Where the Tribunal directs that its costs be paid, the Tribunal shall—

(a) fix the costs of the Tribunal; and

(b) indicate by whom the costs shall be paid and in what proportion.

PART VIII
Miscellaneous Provisions

28. Report of Tribunal

(1) The Tribunal shall produce an annual report on the discharge of its functions to the Minister and may at any time report to the Minister any matter relating to the functions of the Tribunal.

(2) The Minister shall, within 30 days of receiving the Tribunal’s report, table such report before the National Assembly.

29. Legal representation

(1) A party to proceedings before the Tribunal may be represented by a legal practitioner or a representative duly authorised by the party, who shall be allowed reasonable opportunity to present the case and, in particular to inspect documents which the Tribunal proposes to consider in determining the case,

(2) The Tribunal may at its discretion, refuse to permit a particular person to assist or represent a party at the hearing and in such instances the Tribunal shall disclose the reasons for its refusal.

30. Indemnity

No matter or thing done or omitted to be done by a member or staff of the Tribunal shall, if the matter or thing is done or omitted to be done in good faith in the course of the performance of the functions of the Tribunal, render that member or staff personally liable to an action, claim or demand.

31. Rules of Tribunal

For the better carrying out of the provisions of these Regulations, the Tribunal make rules with respect to matters related to—

(a) applications for reviews;

(b) statements of case in support of a decision of the Central Bank;

(d) the giving of evidence;

(e) witnesses and summoning of witnesses;

(f) fees payable with respect to the lodgement or filing of documents; and

(g) such other matters as the Tribunal shall consider necessary to facilitate its proceedings.

32. Offence and penalty

(1) Any person who contravenes the provisions of these Regulations commits an offence and is liable to a fine not exceeding P500 000 or to imprisonment for a period not exceeding five years, or to both,

(2) Any person who, for purposes of any matter before the Tribunal, knowingly hinders or prevents compliance with a direction, order or requirement given under these Regulations, commits an offence and shall be liable to a fine not exceeding P500 000 or to imprisonment for a term not exceeding five years, or to both.

SCHEDULE

Form 1
REVIEW NOTICE

(reg.11)

To appeal a decision or order of the Central Bank, a person must complete and file this form with the Secretary, Ministry of Finance, Private Bag 008, Gaborone,

Applicant’s name and address

Dr Mr Mrs Ms Other Last Name ……………. First Name ……………

……………………………………………………………………………………………………………………………..

Name of applicant

……………………………………………………………………………………………………………………………..

Street Address

……………………………………………………………………………………………………………………………..

City/village Phone No.

……………………………………………………………………………………………………………………………..

Email Address Fax No.

……………………………………………………………………………………………………………………………..

Respondent’s representative (if any)

Dr Mr Mrs Ms Other Last Name ……………. First Name ……………

Name of applicant

……………………………………………………………………………………………………………………………..

Street address

……………………………………………………………………………………………………………………………..

City/village Phone No.

……………………………………………………………………………………………………………………………..

Email Address Fax No.

Section of the Banking Act

Section under which the hearing is brought

……………………………………………………………………………………………………………………………..

Central Bank’s decision or order

Additional sheets attached

……………………………………………………………………………………………………………………………..

Date of decision or order of the Central Bank

…………………………………………………………………

Relief sought

Order or relief sought ………………………………………………………………………………………………….

……………………………………………………………………………………………………………………………..

Parties before the Appeals Tribunal

……………………………………………………………………………………………………………………………..

Additional sheets attached

Other Persons who may have an interest in the matter

……………………………………………………………………………………………………………………………..

Documents

I am relying on the following documents for the reference

……………………………………………………………………………………………………………………………..

Name (please print) Title:

Applicant Representative Date:

……………………………………………………………………………………………………………………………..

Signature: ……………………………………………………………………………………………………………….

Form 2
STATEMENT OF CASE

(reg. 12)

The Central Bank shall complete and file this form with the Secretary, Ministry of Finance, Private Bag 008 Gaborone if it seeks to respond to a review notice lodged by an applicant

Applicant’s name and address

Dr Mr Mrs Ms Other Last Name …………… First Name …………….

Name of applicant

……………………………………………………………………………………………………………………………..

Street address

……………………………………………………………………………………………………………………………..

City/village Phone No.

……………………………………………………………………………………………………………………………..

Email Address Fax No.

……………………………………………………………………………………………………………………………..

Applicants’ representatives

……………………………………………………………………………………………………………………………..

Applicant’s representative (if any)

Dr Mr Mrs Ms Other Last Name …………… First Name …………….

Name of company or organisation:

……………………………………………………………………………………………………………………………..

Street address

……………………………………………………………………………………………………………………………..

City/village Phone No.

……………………………………………………………………………………………………………………………..

Email Address Fax No.

……………………………………………………………………………………………………………………………..

Other persons who may have an interest in the matter

Brief of the Facts:

……………………………………………………………………………………………………………………………..

(additional sheets attached)

Decision reached by the Central Bank:

……………………………………………………………………………………………………………………………..

(additional sheets attached)

Reasons(s) for the Decision:

……………………………………………………………………………………………………………………………..

(additional sheets attached)

Section(s) relied upon to reach decision

……………………………………………………………………………………………………………………………..

Relief sought

Order of relief sought

……………………………………………………………………………………………………………………………..

Documents

The following documents are attached for reference purposes

DATED AT GABORONE THIS ………………………….. DAY OF ……………………………20……………

Signature ……………………………………………………….

Form 3
NOTICE OF HEARING

(reg 15)

Particulars of the Parties

Applicant ……………………………………………………………………………………………

Respondent …………………………………………………………………………………………

PLEASE NOTE that a hearing in terms of Section …………………………… of the Banking Act shall be held before the Appeals Tribunal on the …………………………… day of ……………. 20 at ……. hours or soon thereafter as may be heard for the purposes

………………………………………………………………………………………………………..

Documents

The following documents are attached for reference purposes

Where a relevant cited party does not attend or participate at the hearing, the Appeals Tribunal may proceed in the party’s absence and the party will not be entitled to any further notice in the proceeding.

DATED at Gaborone this ……………………………….. day of ……………………………. 20 …………

Signature …………………………………………..

Form 4(A)
SUMMONS TO A WITNESS

(reg.17)

Regarding

And

SUMMONS TO A WITNESS BEFORE the Appeals Tribunal

TO: (name)

(address)

YOU ARE REQUIRED TO ATTEND TO GIVE EVIDENCE at the hearing of this proceeding

on ………………………………… at ………………………………… hours at ………………………………

………………………………………………………………………………………………………………………..

and to remain until your attendance is no longer required.

YOU ARE REQUIRED TO BRING WITH YOU and produce at the hearing the following documents and things: all book,papers, letters, notes or copies thereof and any other writings, and documents in your possession or power containing any entry, memorandum or minutes relating to this matter (whether they are electronic format or hard copy).

………………………………………………………………………………………………………………………..

IF YOU FAIL TO ATTEND OR TO REMAIN IN ATTENDANCE AS THIS SUMMONS REQUIRES, YOU SHALL HAVE COMMITTED AN OFFENCE UNDER SECTION 108 OF THE BANKING ACT AND SHALL BE CHARGED WITH AN OFFENCE UNDER THE ACT.

DATE ……………………………………………..

………………………………………………………

Signature on behalf of the Appeals Tribunal

Form 4(B)
SUMMONS TO A WITNESS

(reg.17)

Regarding

And

SUMMONS TO A WITNESS BEFORE the Appeals Tribunal

TO: (name)

(address)

YOU ARE REQUIRED TO PARTICIPATE IN AN ELECTRONIC HEARING

on ……………………………………………………….. At ………………………………………………………

…………………………………………………………………………………………………………………………

IF YOU FAIL TO PARTICIPATE IN THE HEARING IN ACCORDANCE WITH THE SUMMONS, YOU SHALL HAVE COMMITTED AN OFFENCE UNDER SECTION 108 OF THE BANKING ACT AND SHALL BE CHARGED WITH AN OFFENCE UNDER THE ACT.

DATE ………………………………………….

………………………………………………………
Signature on behalf of the Appeals Tribunal

BANKING (DEPOSIT-TAKING INSTITUTIONS) REGULATIONS

(section 109)

(15th August, 2025)

ARRANGEMENT OF REGULATIONS

REGULATION

PART I
Preliminary

1. Citation

PART II
Licensing Requirements

2. Notice to unlicensed persons

3. Application for deposit-taking institution licence

4. Annual licence fee

5. Surrender of licence

6. Permissible activities and prohibited activities

7. Mergers, acquisition and registration of controlling companies

8. Transfer of significant or controlling interest

PART III
Prudential Requirements

9. Capital requirements

10. Liquidity management

11. Notice of appointment of external auditor

12. Fit and proper person

13. Application for permission to outsource internal audit function

PART IV
Voluntary winding-up

14. Appointment of liquidator under voluntary winding-up

15. Publication of voluntary liquidation

16. Rights of depositors and creditors

17. Distribution of assets

PART V
Miscellaneous Provisions

18. Abandoned funds

19. Recovery of administrative penalties

SCHEDULE

S.I. 107, 2025.

PART I
Preliminary

1. Citation

These Regulations may be cited as the Banking (Deposit-Taking Institutions) Regulations.

PART II
Licensing Requirements

2. Notice to unlicensed persons

For purposes of section 7(5) of the Act, the Central Bank shall issue a notice of cease and desist as set out in Form 1 in the Schedule to any person who engages in deposit taking activities without a licence.

3. Application for deposit-taking institution licence

(1) An application for a licence to conduct deposit-taking activities shall be made to the Central Bank in Form 2 as set out in the Schedule and shall be accompanied by the following corporate documents and information—

(a) completed application forms by the shareholders of the proposed deposit-taking institution;

(b) details of anticipated of proposed directors and shareholders;

(d) a completed personal questionnaire for shareholders, the proposed members of the board of directors, principal officer and senior management of the deposit-taking institution;

(e) curriculum vitae, including details of nationality and residence, for the proposed senior management and full names of three referees with contact details;

(f) certified copies of official identity document of the proposed directors, shareholders and principal officers of the deposit-taking institution;

(g) police clearance report of the proposed directors, shareholders and principal officers of the deposit-taking institution;

(h) an undertaking to provide back-up capital and proof of availability of minimum paid-up share capital in the form of bank statement in the name of the company or the promoters or shareholders of the company and proof of the sources of funds;

(i) a business plan with financial projections for a minimum of five years from commencement date accompanied by—

(i) a statement of comprehensive income,

(ii) a statement of financial position,

(iii) a cash-flow statement, and

(iv) a copy of the accounting policies to be adopted by the proposed deposit-taking institution. Underlying assumptions must be clearly stated in the business plan, and

(j) any other information that the Central Bank may deem necessary to complete assessment of the application.

(2) An applicant for a licence shall pay to the Central Bank a non-refundable fee of P5 000 for the processing of an application.

4. Annual licence fee

Subject to section 10(3) of the Act, a deposit taking institution shall pay an annual licence fee of P10 000.

5. Surrender of licence

(1) A deposit-taking institution that wishes to surrender its licence in accordance with section 15(4) of the Act shall make an application to the Central Bank in Form 3 as set out in the Schedule.

(2) An application under subregulation (1) shall state reasons for the request, and the Central Bank shall within 90 days of receipt of such application inform the applicant of its decision.

6. Permissible activities and prohibited activities

(1) A deposit-taking institution shall engage in the following activities—

(a) accept deposits, including savings and time deposits from individuals, groups and associations but not from the public sector, that is, government and state-owned enterprises;

(b) pay and receive interest as may be agreed with clients;

(c) provide credit to its clients, including formal and informal self-help groups, individuals and associations, except overdrafts or revolving credit lines;

(d) promote and monitor loan usage by its clients and provide ancillary capacity building in areas such as record-keeping and small business management;

(e) maintain and operate various types of accounts with banks in Botswana;

(f) mobilise and provide financial and technical assistance and training to micro-enterprises;

(g) provide financial technologies-leveraged services such as mobile money transactions; and

(h) such other activities as may be approved by the Central Bank.

(2) A deposit-taking institution shall not engage in the following activities—

(a) foreign exchange transactions;

(b) issuance of international commercial papers;

(d) speculative activities, including financing any activity in any way related to gambling, betting or any other speculative venture or any other socially, or economically undesirable activities; and

(e) leasing, renting, sale or purchase of any kind with its directors, officers, employees or persons who either individually or in concert with their family members and beneficiaries own five percent or more of the equity of the deposit-taking institution without the prior approval in writing by the Central Bank.

7. Mergers, acquisition, and registration of controlling companies

(1) An application for a merger or acquisition under section 20(3) of the Act shall be made to the Central Bank in Form 4 as set out in the Schedule and shall be accompanied by the following corporate documents and information—

(a) a copy of the agreement on the proposed merger or acquisition and any related transaction documents;

(b) shareholder’s consent to the proposed merger;

(d) audited financial statements of the most recent three years for all financial institutions involved in the merger or acquisition, which meet the Central Bank’s minimum requirements set out in section 32 of the Act, and a copy of consolidated accounts of institutions duly certified by an independent firm of auditors as at the date of application for approval;

(e) a list of substantial changes to the statement of financial position, statement of comprehensive income, or cash-flow statement since the date of the latest audited financial statements;

(f) a statement of the purpose, nature, objectives, structure and financing arrangements of the merger or acquisition, including any plan to raise additional equity or incur debt for the merger or acquisition and the capital structure of the resultant financial institution;

(g) financial projections, including assumptions underlying for the projected financial statements for the first five years of operation after the merger or acquisition;

(h) a detailed business plan of the resultant financial institution for the next five years;

(i) a schedule of projected regulatory capital for the first five years of operation;

(j) proposed details of shareholding structure, curriculum vitae of directors and senior management, and their business affiliations;

(k) corporate governance arrangements, including proposed board and management committees, that will come into existence, their composition, responsibilities and reporting obligations for the resultant financial institution;

(l) the proposed branch network, proposed fist of all offices that will be closed, retained as branches, including the head office;

(m) a description of how the proposed merger and/or acquisition will meet the convenience and needs of the public;

(n) the proposed arrangements regarding personnel policies, retrenchment, recruitment and redeployment of citizen employees;

(o) a description of the integration of the operations of the constituent financial institution;

(p) evidence of the ability of the major shareholders of a resultant financial institution to provide additional capital should the resultant financial institution experience financial distress or inadequate capital to meet regulatory requirements;

(q) due diligence covering all areas of any possible legal matters that may face the resultant financial institution;

(r) the proposed date of commencement of the operation of the resultant entity;

(s) the proposed organisational arrangement of the resultant financial institution showing functional units and reporting structures;

(t) a letter of confirmation from the home supervisory authority if one of the merging or acquired financial institutions is a foreign institution, indicating approval of, or objection to, the merger or acquisition;

(u) a statement of commitment to observance of domestic legislation and any other relevant laws; and

(v) a report showing an analysis of the likely effects of a proposed merger or acquisition on competition in the financial sector.

(2) Notwithstanding subregulation (1), the Central Bank may call for any other information it deems necessary to complete the assessment of the application.

(3) An application for a merger, or acquisition shall be accompanied by a non-refundable fee of P5 000.

8. Transfer of significant or controlling interest

(1) A deposit-taking institution that proposes to hold or transfer a significant or controlling interest, shall make an application to the Central Bank in Form 5 as set out in the Schedule.

(2) An application for transfer of significant or controlling interest shall be accompanied by a non-refundable fee of P1 500.

PART III
Prudential Requirements

9. Capital requirements

(1) The minimum capital requirements for a deposit-taking institution shall be P2 500 000.

(2) Notwithstanding subregulation (1) the Central Bank may subject to a prior notice of 12 months vary the minimum capital requirement for a deposit-taking institution.

(3) A deposit-taking institution shall maintain a minimum capital adequacy ratio of 12.5 percent.

(4) The capital adequacy ratio shall be measured as a proportion of the capital base of a deposit-taking institution to its risk-weighted assets (capital/risk-weighted assets ratio) in Form 6 as set out in the Schedule.

10. Liquidity management

(1) For purposes of section 25(1) of the Act, liquid assets shall include—

(a) notes and coins held by a deposit-taking institution;

(b) balance in current account with a commercial bank;

(d) any other assets as may be determined by the Central Bank.

(2) The liquid asset requirement that applies to a deposit-taking institution shall be 3 percent of deposits and short-term liabilities.

(3) A deposit-taking institution shall submit a monthly liquidity report to the Central Bank within 10 calendar days following the end of each month.

(4) A report required under subregulation (3) shall be made in the format specified in the statutory return template or as maybe determined by the Central Bank.

11. Notice of appointment of external auditor

A deposit-taking institution shall notify the Central Bank of the appointment of an external auditor under section 35(1) of the Act by submitting the notice in Form 7 as set out in the Schedule.

12. Fit and proper person

A deposit-taking institution that applies for approval for the appointment of a director or for a no objection to the appointment of a principal officer or senior manager shall submit the information specified in Form 8 and 9 as set out in the Schedule.

13. Application for permission to outsource internal audit function

A deposit-taking institution that wishes to outsource its internal audit function in terms of section 56(5) of the Act shall make an application to the Central Bank in Form 10 as set out in the Schedule.

PART IV
Voluntary winding-up

14. Appointment of liquidator under voluntary winding-up

A deposit-taking institution that proposes to voluntarily wind up in terms of section 73(3)(a) of the Act shall make an application for voluntary winding-up in Form 11 as set out in the Schedule.

15. Publication of voluntary liquidation

A deposit-taking institution that is authorised by the Central Bank to enter into voluntary liquidation shall publish the voluntary liquidation in Form 14 as set out in the Schedule.

16. Rights of depositors and creditors

A deposit-taking institution undergoing voluntary liquidation in terms of section 89(2) of the Act, shall pay any lawful claim and return any funds and property to the rightful owners within 60 days following authorisation of the liquidation by the Central Bank.

17. Distribution of assets

Any abandoned funds or property shall be transferred to the Central Bank in Form 12 and 13 as set out in the Schedule.

PART V
Miscellaneous Provisions

18. Abandoned funds

For purposes of section 96(1)(b) of the Act, abandoned funds shall be transferred to the Central Bank in Form 15 as set out in the Schedule.

19. Recovery of administrative penalties

For purposes of section 106(1)(a), a deposit-taking institution that fails to make payment within 30 days of being directed to do so, shall incur penalties of 0.5 percent a day of the outstanding amount.

SCHEDULE

Form 1
NOTICE OF CEASE AND DESIST TO UNLICENSED PERSONS

(reg. 2)

To:

Name of unlicensed entity Address:

Telephone Number: ( )

It has come to the attention of the Central Bank that (name of entity) …………………………. is engaging in or offering to engage in or holding yourself out as authorised to be engaged in the following activity(ies):

which require(s) licensing with the Central Bank in terms of the Banking Act,

In terms of Section 7(5) of the Banking Act, (name of entity) ……………………………………. is hereby notified to cease and desist from engaging, offering to engage in or holding yourself out as authorised to engage in the aforementioned activity with effect from the ……………………………………………. {insert date}

Note that the following penalty(ies) may be imposed for failure to discontinue the stated activity:

Furthermore, note that failure to comply with this notice is an offence.

Signed at [place …………………………..] on this [day ……………………] of [month …………………] of [year …………………]

Signature of duly authorised representative of the Central Bank ……………………………………

Full names of signatory

………………………………………………………………………………………………………………………

Form 2
APPLICATION FOR A LICENCE TO ESTABLISH A DEPOSIT-TAKING INSTITUTION

(reg. 3)

(To be submitted in duplicate)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, acting as principal/promoter/in the capacity as duly authorised agent on behalf of …………………………………………………………. (“the principal”), hereby apply for a deposit-taking institution licence under section 8 of the Banking Act to establish…………… ……………………………………. a bank (specify class).

2. I submit with this application the documentation and a written statement containing the information prescribed by regulation 3 of the Banking (Deposit-taking Institutions) Regulations.

……………………………………………………	……………………………………………………
Applicant	Date

Applicant’s address	Principal’s address
……………………………………………………	……………………………………………………
……………………………………………………	……………………………………………………
……………………………………………………	……………………………………………………

FOR OFFICIAL USE
			Status
1	Application form
2	Letter of comfort by applicant authorised person	Form 1
3	Principal officers/parent deposit-taking institution/ controlling shareholders letter of comfort and consent	Form 2
4	Consent by home supervisory authority	Form 3
5	Prospective business plan covering a period of five (5) years	Form 4
6	Duly completed fit and proper application forms for the proposed senior management officials, board members and ultimate beneficial owners comprising the following:	Form 5
	(a) a notarised copy of the officers’ valid passport (for foreign nationals);
	(b) a certified copy of a national identity card (for Botswana citizens);
	(c) an up-to-date and detailed curriculum vitae;
	(d) copies of the officers’ academic and professional certificates, which should be duly certified where the issuing authority is located within the Republic of Botswana or notarised if the certificates and other related documents are issued by foreign authorities;
	(e) completed personal questionnaire for the officers;
	(f) two passport-size photographs;
	(g) police clearance report; and
	(h) security vetting form (to be collected from the Central Bank).
7	Specimen “letter of authorisation” for the exchange of information between the central bank and the proposed deposit-taking institution’s home supervisory authority and/or parent	Form 6
8	Extract from the minutes of the board of directors meeting of the applicant deposit-taking institution	Form 7
9	Extract from the minutes of the board of directors meeting of the applicant deposit-taking institution’s principal, parent deposit-taking institution and/or controlling shareholders	Form 8
10	Proposed name
11	Nature of business
12	Issued share capital
13	Details of anticipated shareholding
14	Company registration documents
15	Financial reference
16	Audited financial statements (if any)
17	Processing fee
18	Undertaking to provide back-up capital

……………………………………………………	………………………………………..
Governor	Date

Form 3
NOTICE OF INTENTION TO SURRENDER A DEPOSIT-TAKING INSTITUTION LICENCE

(reg. 5)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, Chairperson of ……………………….., duly empowered thereto, hereby wish to give notice of the intention to surrender a licence of the above-mentioned deposit-taking institution, which has been operating as ……………………………………………………………………………….. This is in compliance with section 15(4) of the Banking Act.

2. The surrender of the licence came about as per our board resolution number ………………….. dated ……………………………………………………The reason(s) for surrendering the licence being

…………………………………………………………………………………………………………………..

3. I submit with this notification, duly signed by me, the following annexures:

(a) Schedule of deposits and other liabilities;

(b) Schedule, certified by the deposit-taking institution’s external auditors, confirming that the deposit-taking institution’s assets exceed liabilities;

4. I, …………………………………………………………….. on behalf of the Board of Directors of the deposit-taking institution hereby declare that all depositors’ interests will be duly protected, and arrangements have been made, as stipulated hereunder (see annexure …………………………. ), to ensure that depositors’ funds are fully repaid and/or safeguarded as indicated.

5. The process to wind up operations of the deposit-taking institution is expected to start from …………………………….. to ………………………. as called for under section 15(4) of the Banking Act, which states that the surrendering of the licence shall not take effect until not less than ninety days after the granting of the permission by the Central Bank.

……………………………………………………	………………………………………..
Chairperson/Principal Officer	Date
……………………………………………………	………………………………………..
Governor	Date

Form 4
APPLICATION FOR PERMISSION TO MERGE/ACQUIRE A DEPOSIT-TAKING INSTITUTION

(reg. 7)

The Governor
Bank of Botswana
Private Bag 154
Gaborone

Dear Sir/Madam

1. I, the undersigned, agent duly authorised to do so by (name of Principal Officer) ……………………………………….. hereby apply for a permission under Section 20(3) of the Banking Act to merge/acquire (name of deposit-taking institution (DTI)) ……………………………………….. DTI.

2. I submit with this application information prescribed by Regulation 7 of Banking (Deposit-taking Institutions) Regulations.

……………………………………………………	………………………………………..
Applicant’s Name	Date

……………………………………………………………..

Applicant’s Signature

Applicant’s Address

……………………………………………………………..

Signature of Principal Officer

Profile of applicant

1. Name of applicant

……………………………………………………………………….

2. Name under which the applicant will trade if different from 1 above

……………………………………………………………………….

3. Legal status of applicant (i.e, limited company incorporated in Botswana, subsidiary of a company incorporated outside Botswana)

……………………………………………………………………….

4. Address of the applicant’s registered office

……………………………………………………………………….

Telephone No. Fax No.

……………………………………… ……………………………………

5. Head Office if different from 4 above

Telephone No. Fax No.

……………………………………… ……………………………………

6. Address in Botswana for correspondence regarding the application.

…………………………………………………………………………………………………………….

7. Designated person to whom all queries regarding this application must be directed.

Proposal

(i) State and describe the proposed merger/acquisition to be undertaken in Botswana

…………………………………………………………………………………………………………….

(ii) Provide a 5-year detailed business plan for proposed merger/acquisition of a DTI.

…………………………………………………………………………………………………………….

Ownership structure

(i) List all shareholders who directly or indirectly hold shares or other interest in the applicant DTI, which represents 5 percent or more of the capital or voting rights.

Shareholder	Percentage of capital or voting rights	Date appointed

(ii) List the names of the Board of Directors and Senior Management of applicant a DTI giving details of their areas of responsibility and date of appointment where applicable. Attach their curricula vitae and details of anticipated sub-committees.

Name	Responsibilities	Date appointed

(iii) Other than those listed on (i) and (ii) above, provide a list of people who are in a position to exercise significant influence in the applicant operations.

Name	Relationship	Percentage of capital rights	Date acquired

(iv) List names of the proposed senior managers and the principal officer, indicate their functional responsibilities in the merger/acquiring entity and attach their curricula vitae.

Name	Functional responsibility

(v) If the applicant is part of a group, set out in an organogram the relationships within the group showing percentage holdings.

(vi) Details of nature and activities of ultimate parent company.

(vii) Where applicable, provide financial information on ultimate and intermediate parent companies.

…………………………………………………………………………………………………………….

Financial statements

(i) Where applicable, give the name, address and telephone number of the applicant’s auditors, indicating the date of their appointment and the applicant’s contact at the firm.

Name	Address	Tel. No.	Contact Person	Date appointed

(ii) Attach a copy of the latest audited accounts, (attach audited accounts for previous 3 years or since business commenced).

(iii) Financials (balance sheet, income statement and cashflow statements) as of a date that is within 90 days of the date that the application was submitted to Bank of Botswana.

(iv) Have the accounts of the applicant carried a qualified audit report in any of the recent five years? If yes, provide details.

…………………………………………………………………………………………………………….

……………………………………………………

(v) Attach auditor’s confirmation of the level of issued share capital.

Regulatory status

(i) Has the applicant applied for regulatory approval in any other jurisdiction and been refused or withdrawn its application? If yes, provide full details.

…………………………………………………………………………………………………………….

(iii) Has the applicant, or a member of its staff, been censured or disciplined by any regulatory body, publicly or otherwise, because of its professional activities? If yes, provide full details.

…………………………………………………………………………………………………………….

(iv) Has the applicant or any of its shareholders or any members of the same group ever had its authorisation revoked by a regulatory authority? If yes provide full details.

…………………………………………………………………………………………………………….

(v) If the applicant is a foreign DTI, provide a copy of the most recent full-scope on-site examination report and the most recent audit report, including management letter.

I declare that the information provided on this form is complete and accurate.

………………………………………………………………………..

Authorised signatory of the applicant DTI

Name: ……………………………………………………………….

Position held: ………………………………………………………

Date ………………………………………………………………….

Form 5
NOTICE OF INTENT TO HOLD OR TRANSFER A SIGNIFICANT OR CONTROLLING INTEREST IN A DEPOSIT-TAKING INSTITUTION

(reg. 8)

1. Form of Notice

The original and two copies of the notice and all required information must be submitted to the Central Bank in writing. The notice must be signed by the significant shareholders), if a natural person, or by at least two authorised officers, if a legal person.

2. Information Required

(a) Name of deposit taking institution.

(b) Type of equity transfer.

PART A

2.1 For disposal of shareholding

2.1.1 Name, address and telephone number of the significant shareholder.

2.1.2 As a result of the proposed equity transfer my shareholding in the deposit taking institution will be reduced below the following level (select/tick one):

• 50 percent

• 33 percent

• 20 percent

• 10 percent

2.1.3 State the number of shares of the deposit taking institution authorised and number of shares currently outstanding.

2.1.6 Identify each proposed acquirer, State the total number of shares to be transferred to each person, and as a percentage of the total shares of the deposit taking institution.

2.1.7 Describe the proposed transfer in detail and provide copies of all agreements and documents related to the transfer of shares.

PART B

2.2 For acquisition of shareholding

2.2.1 Name, address and telephone number of the significant shareholder.

2.2.2 As a result of the proposed equity transfer, my shareholding in the deposit taking institution will increase to, or exceed, the following level (select/tick one):

• 20 percent

• 33 percent

• 50 percent

2.2.3 State the number of shares of the deposit taking institution authorised and number of shares currently outstanding.

2.2.4 State the number and type of shares now held; number and type of shares to be acquired; and number and type of shares to be held following the acquisition. Present each number as a percentage of the total shares outstanding of the deposit taking institution. Indicate whether, and how many, shares will be issued by the deposit taking institution.

2.2.6 Identify each transferor of shares proposed to be acquired. State the total number of shares to be acquired from each person, and as a percentage of the total shares of the deposit taking institution.

2.2.7 Describe the proposed acquisition in detail and provide copies of all agreements and documents related to the acquisition, including all invitations or tender offers to shareholders

2.2.8 Submit signed financial statements for the past three years, audited if available.

2.2.9 Provide complete information on the source of funds to be used for the acquisition.

Indicate the amount of funds required and the specific source(s) of funds.

• If assets will be sold, provide complete information on the proposed sale, including copies of pertinent documents.

• If funds will be borrowed, provide complete information on the loan including identification of the lenders, amount to be borrowed, amount of the loan as a percentage of the total purchase price, collateral to be pledged, and all terms of the transaction. Specifically identify how the loan will be repaid. If dividends, salary or any other income from the deposit taking institution are anticipated to be used to service the debt, provide complete details.

2.2.10 Identify all persons who would become “related persons” of the deposit taking institution as a result of the proposed acquisition.

2.2.11 Describe the reason(s) for the proposed acquisition. If the acquisition will result in holding an interest in the deposit taking institution of less than 50 percent and if no material changes to the operation, board of directors, senior management, or structure of the deposit taking institution are planned, please state. Otherwise, describe general plans for the future operation of the deposit taking institution.

Provide specific and complete information regarding the intention of the person (or persons acting in concert) making the acquisition to introduce significant changes in the deposit taking institution, such as:

• sale of assets;

• merger with another deposit taking institution or acquisition by other persons;

• material changes to the activities of the deposit taking institution;

• changes in the board of directors or senior management of the deposit taking institution;

• changes in the corporate structure of the deposit taking institution.

2.2.12 If the acquisition will result in holding an interest in the deposit taking institution of at least 50 percent (or less if the deposit taking institution would become a subsidiary) or if material changes in the deposit taking institution’s activity, board of directors, senior management, or structure are planned, then submit a five-year business plan.

……………………………………………………….	……………………………………………………….
Chairperson/Principal Officer	Date

……………………………………………………….	……………………………………………………….
Governor	Date

Form 6
CAPITAL REQUIREMENT: RISK-WEIGHTED ASSETS

(reg. 9)

	Assets		Risk-Weighted
		Amount Weight (P’000)	Asset (Percent)
	On-balance Sheet
1.	Notes and coins	………………..	0	Nil
2.	Balances with banks in Botswana	………………..	20	………………..
3.	Balances with banks outside Botswana	………………..	20 – 150	………………..
4.	Balances with OFIs in Botswana	………………..	20	………………..
5.	Balances with OFIs outside	………………..	20 – 150	………………..
6.	Investment in government securities	………………..	0	………………..
7.	Loans secured by cash	………………..	0	………………..
7a.	Loans net of provision	………………..	100	………………..
8.	Long-term investments	………………..	100	………………..
9.	Other residential property	………………..	75	………………..
10.	Mortgage owner occupied	………………..	35	………………..
11.	Commercial real estate	………………..	100	………………..
12.	Other assets	………………..	100	………………..
13.	Total on-balance Sheet Assets/Total Risk-weighted Assets	………………..		………………..

Note:

The total of item 13 must be equal to the amount of total assets of on-balance sheet.

OFIs means other financial intermediaries.

Form 7
NOTICE OF APPOINTMENT OF EXTERNAL AUDITOR

(reg.11)

The Director

Prudential Authority and Payments Oversight Department

Private Bag 00154

Gaborone

1. I, …………………………………………………………………………. the undersigned Principal Officer of ……………………………………………………………………………………………, hereby declare that in accordance with the provisions of section 35 of the Banking Act a resolution was passed at a board meeting of ……………………………………………………… on …………………………… (dd/mm/yyyy) to appoint ………………………………… (Name of audit firm) of ……………………………….. (Address) as the external auditor of ……………………………. for the financial year ending ………………………… (dd/mm/yyyy).

2. I submit with this notification duly signed, the following annexures:

(a) Board resolution;

(b) Engagement letter; and

……………………………………………………….	……………………………………………………….
Chairperson/Principal Officer	Date

Form 8
APPLICATION FOR APPOINTMENT OF A NEW DIRECTOR

(reg. 12)

Form of Notice

The original and one signed official copy of the request shall be submitted to the Central Bank in English.

Information Required

1. Personal questionnaire.

2. Name of contact person of the appointing deposit-taking institution, address and telephone number in Botswana.

4. Business and professional history included in a detailed curriculum vitae

5. Information as to whether the person is, or has ever been, a significant shareholder, director, or senior management official of any bank or deposit-taking institution located anywhere in the world.

6. A list of all “related persons” who will be so designated if the person serves as a director of a deposit-taking institution.

7. Police clearance report/fingerprints.

8. Security vetting consent and authorisation Form.

9. A certified copy of the resolution of the board of directors of a deposit-taking institution on the appointment of the person to the board of directors, which shall specifically state that the appointment is subject to the written approval of the Central Bank and the person shall not act in that capacity until approval of the Central Bank has been granted.

Form 9
NOTICE OF APPOINTMENT OF A SENIOR MANAGEMENT OFFICIAL

(reg. 12)

Form of Notice

The original and one signed official copy of the request shall be submitted to the Central Bank in English.

Information Required

1. Personal questionnaire.

2. Name of contact person of the appointing deposit-taking institution, address and telephone number in Botswana.

4. Business and professional history included in a detailed curriculum vitae.

5. Information as to whether the person is, or has ever been, a significant shareholder, director or senior management official of any deposit-taking institution located anywhere in the world,

6. A list of all “related persons” who will be so designated if the person serves as a senior management official of a deposit-taking institution.

7. Police clearance report/fingerprints.

……………………………………………………….	……………………………………………………….
Chairperson/Principal Officer	Date

Form 10
APPLICATION FOR PERMISSION TO OUTSOURCE INTERNAL AUDIT FUNCTION

(reg. 13)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, chairperson/Principal Officer of …………………………………, duly empowered thereto, hereby wish to seek permission to outsource internal audit function, in compliance with section 56(5) of the Banking Act.

2. I wish to seek permission to outsource audit assistance for the following activities

………………………………………………………………………………………………………

3. The reason(s) for outsourcing the internal audit assistance being

………………………………………………………………………………………………………

4. I submit with this application, duly signed the contract between

……………………………………………. and ………………………………………………….

………………………………………….	………………………………………….
Chairperson/Principal Officer	Date

FOR OFFICIAL USE

Permission to outsource internal audit function granted ……………………………………………………

Permission rejected ………………………………………………………………………………………………..

Permission granted, subject to the appended conditions ………………………………………………….

……………………………………………………….	……………………………………………………….
Governor	Date

Form 11
APPLICATION FOR APPROVAL FOR VOLUNTARY WINDING-UP BY DEPOSIT-TAKING INSTITUTIONS

(reg. 14)

The Governor
Bank of Botswana
Private Bag 00154
Gaborone

1. I, the undersigned, Chairperson of ……………………………………………………, duly empowered thereto, hereby wish to propose a voluntary winding up of the above-mentioned deposit-taking institution, which has been operating as ………………………………. This is in compliance with section 73(3)(a) of the Banking Act.

2. The decision to wind up came about as per our board resolution number ……………………….

dated …………………………………

The reason(s) for voluntary winding up being ……………………………………………………………

I submit with this notification, duly signed by me, the following annexures:

(a) The resolution of the board of directors of the deposit-taking institution sanctioning the voluntary liquidation of the deposit-taking institution;

(b) An extract of the minutes of shareholders meeting passing the resolution to voluntarily liquidate;

(d) Confirmation from the directors, auditors and liquidators that the deposit-taking institution has ceased to carry on any deposit-taking business except in so far as may be required for the orderly winding up of the deposit-taking institution;

(e) A balance sheet, as at the date of the commencement of the liquidation of the deposit-taking institution, submitted by the liquidator reflecting all existing assets and liabilities; and

(f) A certified listing of all unresolved, unsatisfied or undischarged complaints or legal actions the deposit-taking institution or instituted by the deposit-taking institution.

3. I, ……………………………………………………………………, on behalf of the board of directors of the deposit-taking institution hereby declare that all depositors’ interests will be duly protected, and arrangements have been made, as stipulated hereunder (see annexure………), to ensure that depositors’ funds are fully repaid and/or safeguarded as indicated.

……………………………………………………….	……………………………………………………….
Chairperson/Principal Officer	Date

FOR OFFICIAL USE

Voluntary winding-up of deposit-taking institution granted

……………………………………………………….

Voluntary winding-up rejected

……………………………………………………………………………………….

……………………………………………………….	……………………………………………………….
Governor	Date

Form 12
ABANDONED FUNDS

(reg. 16)

For purposes of section 90(4) of the Banking Act the attached annexure regarding the format of submission of abandoned funds shall apply.

Full Name of Creditor/ Shareholder (surname first, titles last)¹	Last Known Address	Contact Details	Amount Due	Omang or other ID Co. Reg. No.	Date of Transfer to the Central Bank (dd/mm/yyyy)2	Date of Last Correspondence with Creditor/ Shareholder (dd/mm/yyyy)	Comment

Note:

1. Surname first/titles last – the name should start with the surname, followed by the first name and the title (e.g., Kgotla Tona, Mr). No initials – the names should be written in full (e.g., Tshipi Tlhapi and not T. Tlhapi).

2. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023).

Form 13
ABANDONED PROPERTIES

(reg. 16)

For purposes of section 90(4) of the Banking Act the attached annexure regarding the format of submission of abandoned properties shall apply.

Full Name of Creditor/ Shareholder (surname first, titles last)1	Last Known Address	Contact Details	Omang or other ID Co. Reg. No.	Location of Property	Property Description	Estimated value (Where possible)	Date of Transfer to the Central Bank (dd/ mm/yyyy)²	Date of Last Comment Correspondence with Creditor/ Shareholder (dd/mm/yyyy)	Comment

Note:

2. dd/mm/yyyy – the date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023).

Form 14
PUBLIC NOTICE OF VOLUNTARY LIQUIDATION

(reg. 17)

1. This Notice is given in accordance with section 88(b) of the Banking Act that …………………….. ……………………………………………………………. (name of a deposit-taking institution, address, country of incorporation) is voluntarily closing its business operations. The Notice of the plan to liquidate has been submitted to the Bank of Botswana ……………………………………………….. (address of the Bank of Botswana).

2. Creditors should present claims for payment against the bank within 10 calendar days after the date of the final newspaper publication of this notice(dd/mm/yyyy) either by mail to (e-mail address of a bank) or in person to (physical address).

Form 15
ABANDONED FUNDS

(reg. 18)

For purposes of Section 96(1) of the Banking Act the attached annexure regarding the format of submission of abandoned funds shall apply.

Account Number

Full Name of Account Holder (surname first, titles last)

Description (Type of Account)

Date Account Opened (dd/mm/yyyy)

Branch Name

Last Known Address

Contact Details

Principal Amount

Interest

Deductions

Total Amount

Omang/ Passport Number/Co. Reg. No

Date of Last Transaction

Date of Last Correspondence with Account Holder (dd/mm/yyyy)

Note:

1. Surname first/titles last – the name should start with the surname, followed by the first name and the titles (e.g., Kgotla Tona, Mr).

2. No initials – the names should be written in full (e.g., Tshipi Tlhapi and not T. Tlhapi).

3. The date should be written in the British format starting with day, followed by month and the year in full (e.g., 25/07/2023)(dd/mm/yyyy)

4. Text – the full name of the branch should be written and not the branch code (e.g., Francistown Branch and not 17).

5. Principal amount – the balance at the last transaction.

6. Interest – interest accrued on the account after the last transaction.

7. Deductions – all deductions made on the account after the last transaction.

8. Total amount – principal amount + interest – deductions, that is, 4+5-6

CHAPTER 46:04 – BANKING: SUBSIDIARY LEGISLATION

INDEX TO SUBSIDIARY LEGISLATION

BANKING REGULATIONS

PART IPreliminary

PART IILicensing Requirements

PART IIIPrudential Requirements

PART IVPermissible Activities for Classes of Banks

PART VVoluntary Liquidation

PART VIMiscellaneous Provisions

SCHEDULE

Annexure 1

Annexure 2

Annexure 3

Annexure 4

Annexure 5

Annexure 6

Annexure 7

Annexure 8

Annexure 9

Annexure 10

Annexure 11

Annexure 12

Annexure 13

Annexure 14

Annexure 15

Annexure 16

BANKING (APPEALS TRIBUNAL) REGULATIONS

PART IPreliminary

PART IIEstablishment and Membership of Tribunal

PART IIIMeetings of Tribunal

PART IVApplication for Review

PART VProcedure of Inquiry

PART VIDetermination of Application for Review

PART VIICosts of Proceedings Before Tribunal

PART VIIIMiscellaneous Provisions

SCHEDULE

Form 1REVIEW NOTICE

Form 2STATEMENT OF CASE

Form 3NOTICE OF HEARING

Form 4(A)SUMMONS TO A WITNESS

Form 4(B)SUMMONS TO A WITNESS

BANKING (DEPOSIT-TAKING INSTITUTIONS) REGULATIONS

PART IPreliminary

PART IILicensing Requirements

PART IIIPrudential Requirements

PART IVVoluntary winding-up

PART VMiscellaneous Provisions

SCHEDULE

Form 1NOTICE OF CEASE AND DESIST TO UNLICENSED PERSONS

Form 2APPLICATION FOR A LICENCE TO ESTABLISH A DEPOSIT-TAKING INSTITUTION

Form 3NOTICE OF INTENTION TO SURRENDER A DEPOSIT-TAKING INSTITUTION LICENCE

Form 4APPLICATION FOR PERMISSION TO MERGE/ACQUIRE A DEPOSIT-TAKING INSTITUTION

Form 5NOTICE OF INTENT TO HOLD OR TRANSFER A SIGNIFICANT OR CONTROLLING INTEREST IN A DEPOSIT-TAKING INSTITUTION

Form 7NOTICE OF APPOINTMENT OF EXTERNAL AUDITOR

Form 8APPLICATION FOR APPOINTMENT OF A NEW DIRECTOR

Form 9NOTICE OF APPOINTMENT OF A SENIOR MANAGEMENT OFFICIAL

Form 10APPLICATION FOR PERMISSION TO OUTSOURCE INTERNAL AUDIT FUNCTION

Form 11APPLICATION FOR APPROVAL FOR VOLUNTARY WINDING-UP BY DEPOSIT-TAKING INSTITUTIONS

Form 12ABANDONED FUNDS

Form 13ABANDONED PROPERTIES

Form 14PUBLIC NOTICE OF VOLUNTARY LIQUIDATION

Form 15ABANDONED FUNDS

PART I
Preliminary

PART II
Licensing Requirements

PART III
Prudential Requirements

PART IV
Permissible Activities for Classes of Banks

PART V
Voluntary Liquidation

PART VI
Miscellaneous Provisions

PART I
Preliminary

PART II
Establishment and Membership of Tribunal

PART III
Meetings of Tribunal

PART IV
Application for Review

PART V
Procedure of Inquiry

PART VI
Determination of Application for Review

PART VII
Costs of Proceedings Before Tribunal

PART VIII
Miscellaneous Provisions

Form 1
REVIEW NOTICE

Form 2
STATEMENT OF CASE

Form 3
NOTICE OF HEARING

Form 4(A)
SUMMONS TO A WITNESS

Form 4(B)
SUMMONS TO A WITNESS

PART I
Preliminary

PART II
Licensing Requirements

PART III
Prudential Requirements

PART IV
Voluntary winding-up

PART V
Miscellaneous Provisions

Form 1
NOTICE OF CEASE AND DESIST TO UNLICENSED PERSONS

Form 2
APPLICATION FOR A LICENCE TO ESTABLISH A DEPOSIT-TAKING INSTITUTION

Form 3
NOTICE OF INTENTION TO SURRENDER A DEPOSIT-TAKING INSTITUTION LICENCE

Form 4
APPLICATION FOR PERMISSION TO MERGE/ACQUIRE A DEPOSIT-TAKING INSTITUTION

Form 5
NOTICE OF INTENT TO HOLD OR TRANSFER A SIGNIFICANT OR CONTROLLING INTEREST IN A DEPOSIT-TAKING INSTITUTION

Form 7
NOTICE OF APPOINTMENT OF EXTERNAL AUDITOR

Form 8
APPLICATION FOR APPOINTMENT OF A NEW DIRECTOR

Form 9
NOTICE OF APPOINTMENT OF A SENIOR MANAGEMENT OFFICIAL

Form 10
APPLICATION FOR PERMISSION TO OUTSOURCE INTERNAL AUDIT FUNCTION

Form 11
APPLICATION FOR APPROVAL FOR VOLUNTARY WINDING-UP BY DEPOSIT-TAKING INSTITUTIONS

Form 12
ABANDONED FUNDS

Form 13
ABANDONED PROPERTIES

Form 14
PUBLIC NOTICE OF VOLUNTARY LIQUIDATION

Form 15
ABANDONED FUNDS