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
Application of sale proceeds 20
Absolute title of purchaser 20
Consequences of forfeiture 20
Evidence of forfeiture 20
Failure to submit evidence of title not forfeiture 20
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Transfer of Shares 20
Right to transfer 20
Method of Transfer 21
Other forms of transfer 21
Delivery to Company 21
Board may refuse to register 21
When transfer effective 22
Company to retain transfer 22
Multiple Registers 22
Compulsory disposal when holding less than Minimum Holding 22
Securities other than Shares 22
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Transmission 23
Transmission on death of holder 23
Rights of Personal Representatives 23
Joint Personal Representatives 23
Refusal of Transfer 23
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Exercise of powers of Shareholders 23
Alternative forms of meeting 23
Powers exercisable by Ordinary Resolution 23
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Meetings of Shareholders 24
Annual meetings 24
Time and place of annual meeting 24
Special meetings 24
Calling of special meetings 24
Equity Security holders entitled to attend 24
Meetings of Interest Groups 24
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Notice of meetings of Shareholders 24
Written notice 24
Contents of notice 25
Waiver of notice irregularity 25
Notice of adjourned meeting 25
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Proceedings at meetings of Shareholders 25
Requirement for quorum 25
Quorum 25
Lack of quorum 25
Regulation of procedure 26
Adjournment of meeting 26
Dissolution of disorderly meeting 26
Completion of unfinished business if meeting dissolved 26
Shareholder participation by electronic means 26
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Chairperson of meetings of Shareholders 26
Chairperson 26
Constitution of Evolve Education Group Limited | page 3
Directors may appoint chairperson 27
Shareholders may appoint chairperson 27
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Voting at meeting of Shareholders 27
Voting at meeting in one place 27
Voting at audio/visual meeting 27
Voting by electronic means 27
Postal votes 27
Entitlement to vote 27
Number of votes 27
Vote of overseas protected persons 28
Declaration by chairperson 28
Chairperson not allowed casting vote 28
Joint Shareholders 28
Record date for shareholder voting 28
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Restrictions on voting 28
No vote when amount owing on Share 28
Voting restrictions 28
Disqualified person may act as proxy 28
Discovery of disqualified persons 28
Deadline for challenge 29
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Polls 29
Right to demand poll 29
When poll may be demanded 29
When poll taken 29
Poll procedure 29
Votes 29
Scrutineers 30
Declaration of result 30
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Proxies and corporate representatives 30
Proxies permitted 30
Form of proxy 30
Lodging proxy 30
Validity of proxy vote 30
Corporate representatives 30
Form of notice of proxy 30
- Minutes of Shareholder meetings 31
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Shareholder proposals and management review 31
Shareholder proposals 31
Management review by Shareholders 31
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Directors 31
Directors' shareholding qualifications 31
Number of Directors 31
Independent Directors 31
Appointment by Ordinary Resolution 31
Appointment by Board 31
Existing Directors to continue 32
Rotation of Directors 32
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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