Constitution of Evolve Education Group Limited

Under the Companies Act 1993

Constitution of Evolve Education Group Limited

1.

Defined terms and interpretation

11

1.1

Defined terms

11

1.2

Construction

13

1.3

Use of electronic means

141413

1.4

Receipt of electronic communications

14

2.

The Act and the NZX Listing Rules

14

2.1

The Act

14

2.2

Compliance with NZX Listing Rules

14

2.3

NZX Rulings

15

2.4

Effect of failure to comply

15

3.

Rights attaching to Shares

16

3.1

Existing Shares

16

3.2

New Shares

16

3.3

Alteration of Rights

16

4.

Issue of new Equity Securities

16

4.1

Issue of new Equity Securities

16

4.2

Consolidation and subdivision of Shares

16

4.3

Bonus issues

17

4.4

Treasury Stock

17

4.5

Share certificates

17

5.

Buybacks and redemptions of Shares and financial assistance

17

5.1

Powers

17

5.2

Permitted financial assistance

18

6.

Call on Securities

18

6.1

Ability to call

18

6.2

Call deemed made

18

6.3

Joint holders' liability

18

6.4

Unpaid calls to accrue interest

18

6.5

Payment on allotment

18

6.6

Proof of Holding

18

6.7

Directors' discretion to differentiate

19

6.8

Payments in advance

19

6.9

Cancellation of amount due

19

7.

Lien on Securities

19

7.1

Lien on unpaid and partly paid Securities

19

7.2

Power of sale

19

7.3

Absolute title of purchaser

19

7.4

Application of sale proceeds

19

8.

Forfeiture of Shares

20

8.1

Notice

20

8.2

Forfeiture

20

8.3

Sale of forfeited Securities

20

Constitution of Evolve Education Group Limited 11

Constitution of Evolve Education Group Limited | page 2

  1. Application of sale proceeds 20

  2. Absolute title of purchaser 20

  3. Consequences of forfeiture 20

  4. Evidence of forfeiture 20

  5. Failure to submit evidence of title not forfeiture 20

  1. Transfer of Shares 20
    1. Right to transfer 20

    2. Method of Transfer 21

    3. Other forms of transfer 21

    4. Delivery to Company 21

    5. Board may refuse to register 21

    6. When transfer effective 22

    7. Company to retain transfer 22

    8. Multiple Registers 22

    9. Compulsory disposal when holding less than Minimum Holding 22

    10. Securities other than Shares 22

    11. Transmission 23
      1. Transmission on death of holder 23

      2. Rights of Personal Representatives 23

      3. Joint Personal Representatives 23

      4. Refusal of Transfer 23

      5. Exercise of powers of Shareholders 23
        1. Alternative forms of meeting 23

        2. Powers exercisable by Ordinary Resolution 23

        3. Meetings of Shareholders 24
          1. Annual meetings 24

          2. Time and place of annual meeting 24

          3. Special meetings 24

          4. Calling of special meetings 24

          5. Equity Security holders entitled to attend 24

          6. Meetings of Interest Groups 24

          7. Notice of meetings of Shareholders 24
            1. Written notice 24

            2. Contents of notice 25

            3. Waiver of notice irregularity 25

            4. Notice of adjourned meeting 25

            5. Proceedings at meetings of Shareholders 25
              1. Requirement for quorum 25

              2. Quorum 25

              3. Lack of quorum 25

              4. Regulation of procedure 26

              5. Adjournment of meeting 26

              6. Dissolution of disorderly meeting 26

              7. Completion of unfinished business if meeting dissolved 26

              8. Shareholder participation by electronic means 26

              9. Chairperson of meetings of Shareholders 26
                1. Chairperson 26

                  Constitution of Evolve Education Group Limited | page 3

                2. Directors may appoint chairperson 27

                3. Shareholders may appoint chairperson 27

                4. Voting at meeting of Shareholders 27
                  1. Voting at meeting in one place 27

                  2. Voting at audio/visual meeting 27

                  3. Voting by electronic means 27

                  4. Postal votes 27

                  5. Entitlement to vote 27

                  6. Number of votes 27

                  7. Vote of overseas protected persons 28

                  8. Declaration by chairperson 28

                  9. Chairperson not allowed casting vote 28

                  10. Joint Shareholders 28

                  11. Record date for shareholder voting 28

                  12. Restrictions on voting 28
                    1. No vote when amount owing on Share 28

                    2. Voting restrictions 28

                    3. Disqualified person may act as proxy 28

                    4. Discovery of disqualified persons 28

                    5. Deadline for challenge 29

                    6. Polls 29
                      1. Right to demand poll 29

                      2. When poll may be demanded 29

                      3. When poll taken 29

                      4. Poll procedure 29

                      5. Votes 29

                      6. Scrutineers 30

                      7. Declaration of result 30

                      8. Proxies and corporate representatives 30
                        1. Proxies permitted 30

                        2. Form of proxy 30

                        3. Lodging proxy 30

                        4. Validity of proxy vote 30

                        5. Corporate representatives 30

                        6. Form of notice of proxy 30

                        7. Minutes of Shareholder meetings 31
                        8. Shareholder proposals and management review 31
                          1. Shareholder proposals 31

                          2. Management review by Shareholders 31

                          3. Directors 31
                            1. Directors' shareholding qualifications 31

                            2. Number of Directors 31

                            3. Independent Directors 31

                            4. Appointment by Ordinary Resolution 31

                            5. Appointment by Board 31

                            6. Existing Directors to continue 32

                            7. Rotation of Directors 32

                            8. Constitution of Evolve Education Group Limited | page 4

                            Evolve Education Group Ltd. published this content on 02 August 2016 and is solely responsible for the information contained herein.
                            Distributed by Public, unedited and unaltered, on 02 August 2016 05:45:01 UTC.

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