Article by article: the original ACRA template against the amended Constitution, and why each change was made
Dear Shareholders,
When we incorporated we adopted the standard ACRA template Constitution, on the recommendation of our then corporate secretary. On a careful review for this AGM, this time with our new corporate secretary, we found that the template needed work in three respects, and every change below falls into one of three buckets:
Apart from the Founder Shares, nothing substantive is being introduced that isn't either already agreed in the Shareholders' Agreement or a straightforward modernisation. Every amendment is marked in pink in the full Constitution.
| Article | Previously (template) | Now (amended) |
|---|---|---|
| Art. 13A New | No equivalent. The template had a single class of shares. | Establishes the two classes in the Constitution: each Ordinary Share carries one vote and each Founder Share ten votes, ranking equally in all other respects (the Company may pay different dividends per class), with the same automatic conversion to Ordinary Shares on transfer.Why: the constitutional anchor for the Founder Shares. |
| Art. 5 Clarified | Template wording (carrying some of the incorporation subscriber text) that shares may be divided into classes with special rights. | A clean statement that shares may be divided into several classes, with different rights as to dividend, capital, voting or otherwise.Why: confirms the basis for issuing a second class of shares. |
The Shareholders' Agreement requires the Constitution to stay consistent with it. These are the places where the original template conflicted with it, and were not flagged to us at the time.
| Article | Previously (template) | Now (amended) |
|---|---|---|
| Art. 87 Revised | "… on a poll every such Member shall have one vote for every share of which he is the holder." | "… on a poll every such Member shall have one vote for every Ordinary Share and ten votes for every Founder Share of which he is the holder."Why: gives effect to weighted voting, matching Article 13A and the Shareholders' Agreement. |
| Article | Previously (template) | Now (amended) |
|---|---|---|
| Art. 99A New | No equivalent. The template had no mechanism for a shareholder to appoint a director by reference to their shareholding. | A Member may, by written notice, appoint one director for every 15% of the voting rights they hold (and remove or replace that director the same way), without a resolution or general meeting; the director vacates office if those voting rights fall away.Why: mirrors the board-appointment mechanism in the Shareholders' Agreement; the absence of this was one of the conflicts. |
| Art. 99B New | No equivalent. | Members holding a majority of the voting rights may remove a director for a material breach, and that director may not be re-appointed.Why: the constitutional counterpart to the same protection added to the Shareholders' Agreement. |
| Art. 100 (& 101–103) Revised | Directors were subject to retirement by rotation: all retired at the first AGM, and one-third retired at each AGM thereafter (Articles 101–103). | Directors are not subject to retirement by rotation; each holds office until they cease to do so under the Constitution, and Articles 101–103 do not apply.Why: rotation conflicted with the appointment-by-shareholding model in the Shareholders' Agreement. |
| Article | Previously (template) | Now (amended) |
|---|---|---|
| Art. 55 Revised | The template granted a pre-emption right in the Constitution itself: new shares had to be offered first to existing holders in proportion to their holdings. | "No Member shall have any right of pre-emption … under this Constitution," leaving the pre-emption arrangement to be governed by the Shareholders' Agreement instead.Why: so the two documents don't impose two different pre-emption processes; the Shareholders' Agreement now governs it. |
| Art. 150 Revised | "The Company may by Ordinary Resolution declare dividends … no dividend shall be payable except out of the profits of the Company, or in excess of the amount recommended by the Directors." (Declared by the general meeting.) | "The Directors may declare and pay dividends, provided that no dividend shall be payable except out of the profits of the Company."Why: the directors declare dividends, matching the Shareholders' Agreement; the template had the general meeting declare them, which conflicted. |
These changes bring the Constitution up to current law and current practice. They are not driven by the Shareholders' Agreement; they simply update things the original template left behind, which our previous corporate secretary did not raise with us and our new one did.
| Article | Previously (template) | Now (amended) |
|---|---|---|
| Art. 10, 21 to 23 Modernised | Every member was entitled to a share certificate under the common seal; the Company had to have certificates ready within two months of an allotment (one month of a transfer), in a prescribed form, signed by directors, with set procedures and fees for replacing worn out, lost or destroyed certificates (Articles 10 and 21 to 23). | The Company issues shares in uncertificated form and does not issue share certificates. A member's title is established by the electronic register of members kept by ACRA, which has been the legal record of share ownership for private companies since 2016, read together with the Company's own register. A member may still request a plain written confirmation of their holding, which is expressly not a certificate.Why: paper share certificates have been a legacy formality since the electronic register became the definitive record; this retires an archaic step and keeps a single, authoritative source of ownership. |
| Legal references Modernised | Cited the "Companies Act, Cap. 50" and the "Interpretation Act, Cap. 1" throughout (the older revised-edition citations). | Updated throughout to the current Companies Act 1967 and Interpretation Act 1965.Why: current law, no change of meaning. |
Prepared for the Annual General Meeting of
Mynt Education Pte. Ltd.
30 June 2026