Letlole La Rona : SUMMARY ON THE PROPOSED UPDATES TO THE LLR DEBENTURE TRUST DEED

Summary on the Proposed Updates to the LLR Debenture Trust Deed

		Changes / Updates Made to the			Reasons for the Changes / Update			Clause Reference
		Debenture Trust Deed
1.	Update / Appointment of a new		The existing Debenture Trust Deed appointed the late Mr David		Page 1 / Cover of the Debenture
		Trustee		Russell Fricker of Corpserve Transaction Management Service		Trust Deed
					(Proprietary) Limited as the Trustee.
					The update therefore will seek to appoint John Yendall Stevens
					(David Russel Fricker's successor) as trustee, with Robert
					Michael Northcote Vinen as his named successor, both Directors
					of Desert Secretarial Services (Proprietary) Limited.
					The appointment of the new trustee requires approval of the
					Debenture Holders by way of a special resolution of the
					Shareholders.
2.	Inclusion of clause on Amended and		The clause provides that the Trust Deed to be approved is		Definition at 1.1. and 1.2
		Restated Debenture Trust Deed		amended and restated by replacing in its entirety the existing
					Debenture Trust Deed.
					Clause 1.2 further provides ands expressly states that the Trust
					Deed will govern the issue of the Company's shares whereas the
					Constitution will govern the shares issued by the Company.
					The distinction is made the two documents outline the specific
					rights, obligations, and provisions related to these different types
					of financial instruments (share and debenture).
3.	Updated referencing to the Botswana		The reference of the Companies Act has been updated from		Definition at 1.2.1.
		Companies in the definitions clause.		Companies Act 2003 (No 32 of 2004) (which was the Act reference
					at the time the existing Trust Deed was approved) to the current
					reference Companies Act [Cap 42:01] of the Laws of Botswana.

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Summary on the Proposed Updates to the LLR Debenture Trust Deed

4.	Updated definition of the Botswana	In line with the updated instrument on the Botswana Stock	Definition at 1.2.2
	Stock Exchange to Botswana Stock	Exchange (Transition) passed in 2015 and an Act which provides
	Exchange Limited (BSEL)	for the registration of the BSE as a public company limited by
		shares under the Botswana Companies Act.
5.	Inclusion of Company UIN in the	Following updates to Companies and Intellectual Property (CIPA)	Definition at 1.2.5
	definitions clause	re registration process and issuance of new company Unique
		Identification Number (UIN)
6.	Updated definition of Debentures	The definition of Debentures has been updated and aligned to the	Definition at 1.2.7
		definition included in the updated Constitution.
7.	Updated definition of Trust Deed	The definition of Trust Deed has been updated and aligned to the	Clause 1.2.8
		definition in the updated Constitution.
8.	Updated definition of Ordinary Shares	The definition of Ordinary Shares has been updated and aligned	Clause 1.2.11
		to the definition in the updated Constitution.
9.	Updated definition of Trustee	Update made to reflect that the Trustee shall mean a Director of	Clause 1.2.1.15
		Desert Secretarial Services Proprietary Limited per the update
		and appointment of the new Trustee as highlighted in (1) above.
10.	Update of paragraph on 'Certificate	This update is made pursuant to the full dematerialization	Clause 3
	and Transfer of Debentures' to	securities.
	Transfer of Debentures
		Dematerialization of securities refers to the process of converting
		physical securities, into electronic or digital form.
		References to the issuance and delivery of certificates therefore
		deleted and the updated clause makes reference to the transfer
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Summary on the Proposed Updates to the LLR Debenture Trust Deed

		of linked units held on the Central Securities Depository of
		Botswana (CSDB) in accordance with the Rules of the CSDB.
11.	Deletion of paragraph on withdrawal	The deletion is made pursuant to section 12 of the CSDB Rules	Clause 3.3.
	of securities	which provides that withdrawal shall only be applicable to
		securities that are dual listed, where an account holder may
		withdraw any securities held in an account.
		Dual listings means that the securities are listed and traded on
		multiple stock exchanges.
		Withdrawal of securities ordinarily refers to the process of
		redeeming or selling units.
12.	Updates to the clause on the	Update made to the clause to reflect the impending	Clause 6
	Payment of Interest to Debenture	discontinuation of cheques effective 31 December 2023.
	Holders
		The clause removes the use of cheques for payment of interest to
		Debenture Holders, and now only makes reference is interest
		being paid by way of electronic fund transfer similar to the update
		made in the Company Constitution.
13.	Update on clause on Cessation of	The clause has been updated to include that where the Trustee is	Clause 15.2.1
	Office of Trustee and Appointment of	a person, they will cease to hold the office of Trustee in the event
	New Trustee	of their death.
14.	Updates to the Domicilium and	Updates have been made to the clause to reflect the business	Clause 18
	Notices clause.	address of the Company as well as the address of the Trustee
		from Transaction Management to Desert Secretarial Services
		(Pty) Ltd.

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Summary on the Proposed Updates to the LLR Debenture Trust Deed

15.		Update on clause on Register	Clause 29.3.4 makes provision on the register of Debenture	Clause 29.3.4
			Holders which states that the register shall show the date on which
			each Debenture becomes registered as such.
			The clause has been deleted as the linked units share register
			does not provide detail on the date for the registration of each
			Debenture Holder and the requirement cannot be satisfied.
			The clause was from the existing Trust Deed which was adopted
			before the dematerialisation process where there was a physical
			record of trades, reflecting date of registration.
16.		Update to Schedule 1 of the	The clause under Meetings of Debenture Holders has been	Clause 1.4 and 1.5 of Schedule 1
		Debenture Trust Deed	updated to include the following:
		(Meetings of Debenture Holders)
			(1) That meetings may be held partly by means of electronic
			facilities.
			This update is in line with the provisions of the Constitution
			that meetings of shareholders may be held by way of
			electronic facilities.
			(2) That where the Company has elected for meetings of
			Debenture Holders to be held electronically, for the notice
			convening the meeting to state same.
17.		Update to Schedule 1 of the	The clause on the requisite quorum for meeting of Debenture	Clause 5.1.1. of Schedule 1
		Debenture Trust Deed (Quorum)	holders has been aligned to provisions on quorum in the updated
			Constitution to reflect majority attendance (51%)

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