Changes to the Shareholders' Agreement

Clause by clause: the previous version (10 June 2023) against the amended and restated version (30 June 2026)

Dear Shareholders,

We are amending and restating the Shareholders' Agreement in full, so the version put to you replaces the original 10 June 2023 agreement in its entirety. This document sets each substantive change side by side: what the clause said before, what it says now, and the reason for the change. Every amendment is also marked in pink in the full Shareholders' Agreement, where you can read each one in its complete wording.

The headline. These changes track the same three buckets we set out in the summary: (1) introducing Founder Shares with weighted voting; (2) modernising the Agreement, sharpening provisions that experience showed needed it, most notably the new related-party transaction regime with concrete money thresholds; and (3) housekeeping, retiring spent provisions from the 2023 fundraising round and updating legal references. None of these touch your economic stake or your share of the profits.

On this page

Framing & definitions
Issuance of shares
Money: loan repayment & dividends
Transfer of shares
Governance: board & CEO
Transparency: related-party transactions
Voting thresholds & legal updates
Default, exit & disputes

1 · Framing & definitions

Provision	Previously (2023)	Now (amended)
Parties & recitals Revised	Parties were the persons listed in Appendix 1; the recitals described a raise of up to S$7.5m via up to 5,000,000 new shares and shareholder loans, and recorded 4,000,000 shares held by the founder.	Parties are the Company's shareholders as at the date of this Agreement; a recital records that this agreement amends and restates the Original Agreement and supersedes it.Why: the agreement now reflects today's cap table rather than 2023's, in one clean restated document.
"Loan" definition Revised	"the loan extended by each Shareholder to the Company, equivalent to the subscription price per Share … The aggregate of these Loans constitutes 50% of the raised capital."	"the loan extended by each Shareholder to the Company under their respective loan agreement with the Company."Why: ties each Loan to that shareholder's actual loan agreement, so the mechanics live in one place.
Share-class definitions New defs	"Shares" meant simply "the ordinary shares of the Company." There was one class, one vote per share.	Adds Ordinary Shares (one vote), Founder Shares (ten votes), Shares (both) and Voting Rights (the aggregate votes carried by the Shares).Why: the language the rest of the document needs for two classes and for thresholds measured by votes.

2 · Issuance of shares

Provision	Previously (2023)	Now (amended)
Issuance of shares Revised	An "Issuance and Sale of Shares in Tranches" clause set out a five-tranche raise (S$0.50 rising to S$0.75 per share), a 20,000-share minimum subscription and a five-year fundraising window.	Retitled "Issuance of Shares". The completed tranche schedule is retired and replaced with a general issuance clause that adds a pre-emption right: new shares must first be offered to existing shareholders pro-rata, on the same terms, with 14 days to take them up.Why: the 2023 raise has run its course, and pre-emption protects you from being diluted without first being offered your share.
Shares for key hires Unchanged	Up to 10% of issued share capital reserved for key hires, subject to 75% shareholder approval.	Carried over unchanged, as the one carve-out from the new pre-emption right.Why: keeps the existing incentive pool intact.
Shareholder Loan clause Removed	A separate "Shareholder Loan" clause stated the loans carried no interest, ranked equally, and were repaid in proportion to shares held.	Removed from the agreement; these terms are now governed by each shareholder's individual loan agreement (per the revised "Loan" definition).Why: avoids stating the same loan terms in two documents.

3 · Money: loan repayment & dividends

Provision	Previously (2023)	Now (amended)
Repayment of Loans & Dividends Revised	50% of profit retained, 50% distributed to "Qualifying Shares" (shares in existence at least three full operating years); founder shares became Qualifying only after five years; the distribution was split pro-rata among Qualifying Shares.	50% retained, 50% applied first to repaying the Loans pro-rata among "Qualifying Loans" (a Loan for which at least three full operating years have passed). Dividends are paid equally within a share class (the Board may set different amounts per class), and loan repayment and dividends are not mutually exclusive: while your Loan is outstanding you keep receiving repayments and any dividends; once all Loans are repaid, everyone moves to dividends only.Why: a clearer mechanism that separates returning your capital (loans) from sharing profit (dividends), and fits the two-class structure.

4 · Transfer of shares

Provision	Previously (2023)	Now (amended)
Right of First Refusal Revised	Shares were offered to the other shareholders for 30 days; anything not taken up could then be sold to any outside party on terms no more favourable.	Adds a step: shares not taken up are re-offered among the accepting shareholders within 7 days before any outside sale.Why: keeps shares within the existing shareholder base wherever possible.
Founder Share conversion New	No equivalent (there was only one class of share).	Any Founder Shares that are transferred automatically convert into Ordinary Shares on transfer.Why: the weighted votes stay with the founder and can never be sold on.

5 · Governance: board & CEO

Provision	Previously (2023)	Now (amended)
Board appointment Revised	A shareholder holding at least 15% of the shareholding could appoint one director; below 15% the director stepped down. A minimum of three directors was required.	A shareholder may appoint one director for every 15% of the Voting Rights they hold, and a director steps down if those voting rights fall below the level needed. The fixed "minimum of three directors" is removed.Why: board seats now track voting rights under the weighted-voting model.
Removal for breach New	No equivalent; a director could only be removed by the shareholder who appointed them.	Shareholders holding a majority of the Voting Rights may remove a director for a material breach, and a director removed this way cannot be re-appointed, a check that applies to everyone, including the founder's appointees.
CEO performance bonus Revised	"The CEO's performance bonus shall be decided by the Board of Directors." (No default if no targets were set.)	Tied to the CEO's achievement of agreed written targets; and if no targets are set for a year, the bonus equals the average bonus paid to staff (as a multiple of monthly pay), applied to the CEO's fees. Minor gender-neutral wording throughout ("his" → "their").Why: a fair, defined fallback instead of an open-ended discretion.

6 · Transparency: related-party transactions

Provision	Previously (2023)	Now (amended)
Related Party Transactions Rewritten	The CEO disclosed related-party transactions to the Board, which reviewed and approved or disapproved them. "Related party" meant a shareholder, an employee, or a family member of either. No value thresholds, and no shareholder-level disclosure.	A full regime, and the change we most want you to notice. "Related Party" follows Singapore Financial Reporting Standards (directors, the CEO, substantial shareholders and their close family and controlled entities). Anything below S$1,000 need not be declared; everything else is disclosed to the Company Secretary and recorded in a register; and Board approval is required for any related-party transaction above S$50,000 or not on arm's-length terms. The full register is presented to you at every AGM.Why: proportionate thresholds, plus shareholder-level transparency that goes further than most private companies.
Simple-majority board approval Revised	Listed "Deciding on Related Party Transactions" as a board matter.	Updated to "Related Party Transactions requiring approval under the Related Party Transactions clause," tying the new thresholds into the approval list.

7 · Voting thresholds & legal updates

Provision	Previously (2023)	Now (amended)
75% Shareholder Approval Revised	Required 75% "of the Shareholders," covered changes to "authorised or issued" capital, cited the Companies Act, Cap. 50 and a "Special General Meeting," and added a transitional rule (until the second tranche, a second 75% excluding the majority shareholder).	Measured against 75% of the Voting Rights present and voting at a quorate general meeting (AGM or EGM) on Companies Act 1967 notice; references "issued capital"; updates citations to the Companies Act 1967. The transitional majority-excluded rule is removed.Why: thresholds measured by votes under weighted voting, current law, and the transitional rule has served its purpose.
Non-Compete Revised	Shareholders agreed not to engage in any business that "competes with the Company" (no geographic limit).	The restriction is now expressly limited to Singapore.Why: a narrower restriction is more reasonable and more enforceable.
AGM & Notices Housekeeping	Cited the Companies Act (Cap. 50) for AGM notice.	Updated to the Companies Act 1967. No change of meaning.

8 · Default, exit & disputes

Provision	Previously (2023)	Now (amended)
Events of Default Expanded	One line: if a shareholder committed "any breach" of the agreement or faced bankruptcy or insolvency, they had to transfer their shares.	Defines an Event of Default (a material breach as a shareholder, or insolvency/bankruptcy), with a 30-day cure period for fixable breaches; on default the shareholder must offer their shares within 30 days; and a breach by someone acting as a director or CEO does not by itself put their shares in default.Why: fairer and clearer, and it keeps the shareholder role separate from the director/CEO role.
Duration & Termination Revised	On transfer of "Shares," a shareholder was released from "most obligations," except confidentiality and non-compete.	A shareholder is released from all further obligations only once they transfer all of their Shares, and the confidentiality and non-compete obligations expressly survive.Why: removes ambiguity about partial transfers and what survives exit.
Governing law & disputes Revised	Mediation within 30 days; a party that failed to attend was "deemed to have automatically lost," with the mediator deciding the outcome.	Each party must genuinely attempt mediation (commenced within 30 days of written request) before going to court; a party that won't mediate in good faith bears the costs of any subsequent proceedings.Why: a more standard and more enforceable first step.
Entire Agreement & execution Revised	"This Agreement supersedes all previous agreements." Appendices included an Initial Shareholders table.	Confirms this version "amends, restates and supersedes" the Original Agreement, with an execution note that it was adopted by the 75% shareholder vote at this AGM. Appendices renumbered (the 2023 Initial Shareholders table is dropped).Why: standard amend-and-restate housekeeping.

Prepared for the Annual General Meeting of

Mynt Education Pte. Ltd.
30 June 2026