A plain-English walkthrough of every resolution on this year's agenda
Dear Shareholders,
In my earlier note I promised a fuller explanation of each item we'll vote on. This is a more significant AGM than most — we're proposing changes to our share structure, our Constitution and our Shareholders' Agreement — so I want every one of you to walk in with the complete picture: what each item is, why we're doing it, and exactly what it does and does not mean for you. I'll take the items in the order they appear on the Notice.
We'll present the Directors' Statement and the unaudited financial statements for the year ended 31 December 2025 for your adoption. These are attached for your review ahead of the meeting, and I'll be glad to take any questions on them.
A standard item to re-elect (or elect) directors in line with the Company's Constitution.
We're proposing to create a new class of Founder Shares that carry ten votes each (the existing ordinary shares keep their one vote), and to convert my existing ordinary shares into Founder Shares. Resolution 5 is a separate consent from the ordinary shareholders to that change in rights.
Why we're doing this. It's one of those lessons you absorb as you mature in business: a company built on a clear, long-term vision needs its founder to be able to hold the course through short-term pressure, boardroom churn, or opportunistic moments — and a protected voting position is what makes that possible. It's why so many of the most successful founder-led companies are structured this way. Alphabet (Google) and Meta both use a 10-to-1 structure, exactly like ours. Some go far higher — Grab's founder shares carry 45 votes each, with a proposal this year to raise that to 90, which would leave its CEO with roughly 69% of the vote. We've deliberately chosen a modest, conventional 10-to-1.
We built this company from zero and grew it diligently, step by step. We even took the harder road of creating our own brand in an entirely new line — student care, under The White Orchid. Being able to steer without worrying that the course can be knocked off-track is precisely what the Founder Shares give me. And I want to be very clear about my philosophy: I'm someone who is genuinely happy to share the spoils of war. That's the whole reason I welcomed you in — to own a real piece of this and to profit alongside me if we get this right. What I care about is control, not taking more of the pie. The Founder Shares give me exactly that, and nothing more.
What it means for you. Your economics are untouched — your stake and your upside are exactly as before. What changes is voting influence: your votes now sit alongside shares that carry more weight, so day-to-day control concentrates with me. In return you have my commitment to keep building this for the long term, and a set of protections that stay firmly in place — your full economic rights, and a standard of transparency (below) that is higher than most private companies ever adopt. I'm asking for your trust here, and I don't take it for granted.
When we incorporated, we adopted the standard ACRA template Constitution — the default most companies start with, and the one my corporate secretary recommended at the time. Nobody flagged any issue with it against our Shareholders' Agreement back then. On a careful review for this AGM, however, we found a handful of places where that template actually conflicts with our Shareholders' Agreement — for example, who declares dividends, and how directors are appointed and removed. Our Shareholders' Agreement itself requires us to keep the Constitution consistent with it. So, apart from the Founder Shares, every change to the Constitution is purely to remove those conflicts and bring the two documents into line. It is alignment and housekeeping — nothing substantive is being slipped in.
This is also primarily to accommodate the Founder Shares, but we've used the opportunity to sharpen a number of provisions that experience showed us needed it. The most notable is how we handle related-party transactions. Requiring board sign-off on every transaction with a related party, however tiny, is simply untenable in practice — so we've set sensible standards: anything below S$1,000 need not be declared, and the board only needs to approve a related-party transaction above S$50,000 or one that isn't on normal commercial terms. Then we go a step further than most: the full register of related-party transactions will be disclosed to you, the shareholders, at every AGM — not merely kept at board level, as is usual elsewhere.
Why we care so much about this: Mynt Education is part of a wider ecosystem we're building, and there will naturally be collaborations between our companies. We want those done fairly — at equal or better pricing — so the group captures genuine synergy and economies of scale, while you keep complete visibility that nothing is ever done at your expense. The next resolution is the first live example of exactly that.
This is a related-party transaction — Mynt Pte. Ltd. is my company — which is precisely why we're bringing it to you openly for approval, and precisely the kind of thing our new disclosure standard is built for.
For years I've wanted to lift our quality of service, but the tooling to do it properly was prohibitively expensive to build. In this new AI-enabled world, that has finally changed. Mynt Pte. Ltd. has built us a fully custom, fully integrated platform tailored to exactly how we operate. A few concrete examples:
The economics are the part I most want you to see. We estimate a platform like this would cost around S$1.2 million and take 18–24 months to build commercially. Mynt Pte. Ltd. built it in two months. And we are not charging Mynt Education S$1.2 million — we're charging nothing for the development. We'll try to secure grants to offset some of the cost, but even if none come through, we're happy to do the build out of goodwill. The only thing that changes on Mynt Education's books is that the monthly software fees we already pay simply move to Mynt Pte. Ltd. — and at a lower figure: we used to pay about S$1,200 a month to outside vendors; we'll pay S$1,000. Better software, lower cost, no development bill. That is exactly the synergy I mean — and you'll see every cent of it in the related-party register.
A small one: permission to use my private residence for staff meetings at no cost to the Company — a rent-free benefit to Mynt Education. It's also a related-party matter, so we're putting it to you transparently in the same spirit.
Any other matters that may properly be transacted at the meeting.
None of these changes alters the fundamental bargain you bought into: you own a real economic stake in a company we are building for the long term, and you share fully in its success. What they do is give us stability, bring our documents into agreement, equip us with the operating tools to execute, and hold us to a higher standard of transparency than most private companies ever adopt.
I don't take your trust for granted. We started from nothing and built something real, and I intend to keep doing exactly that — with you alongside. Please come to the meeting with your questions; I would genuinely rather talk any concern through now than have it linger. And if it's easier to ask beforehand, my door (and inbox) is open.
With gratitude,
Myron Tay
Chief Executive Officer
Mynt Education Pte. Ltd.