A clause-by-clause breakdown of the amendments to the Shareholders' Agreement and the Constitution
Dear Shareholders,
This document sits alongside the AGM briefing and goes one level deeper: it walks through each substantive amendment we are asking you to approve, in both the Shareholders' Agreement (which we are amending and restating in full) and the Constitution (which we are amending to match). For every change you'll find what it is and the reason behind it. Every amendment is marked in pink in the document you've been sent, so you can read each one in its full wording.
We are creating two classes of shares where today there is one. Ordinary Shares carry one vote each, exactly as your shares do now. Founder Shares carry ten votes each. The CEO's existing ordinary shares are then converted into Founder Shares. This single change is what most of the document edits exist to support, which is why definitions for "Ordinary Shares", "Founder Shares", "Shares" and "Voting Rights" now appear at the top of the Shareholders' Agreement and a matching share-rights article appears in the Constitution.
Rather than bolt on amendments, we are restating the whole agreement so there is one clean, current document. It is dated 30 June 2026 and replaces the original agreement of 10 June 2023 in its entirety. The parties are now defined as the Company's shareholders as at the new date, so the agreement reflects today's cap table rather than 2023's.
| Provision | What changed and why |
|---|---|
| Interpretation New defs | New definitions for Ordinary Shares, Founder Shares, Shares and Voting Rights, plus a tightened definition of Loan (tied to each shareholder's loan agreement). These give the rest of the document precise language for the two-class structure and for voting thresholds now measured by votes rather than share count. |
| Issuance of Shares Revised | Adds a pre-emption right: before new shares can be issued to outsiders, they must first be offered to existing shareholders pro-rata, on the same terms, with 14 days to take them up. This protects you from being diluted without first being given the chance to maintain your percentage. Share issues to key hires (the existing 10% pool) are the only carve-out. |
| Transfer of Shares Revised | Two refinements to the right-of-first-refusal mechanics: unaccepted shares are now re-offered among the accepting shareholders within 7 days before any outside sale, and, importantly, any Founder Shares that are transferred convert to Ordinary Shares on transfer, so weighted voting stays with the founder and is never sold. |
| Provision | What changed and why |
|---|---|
| Repayment of Loans & Dividends Revised | Clarifies how profit flows back to you. Profit distributions go first to repaying shareholder loans, pro-rata, but only for "Qualifying Loans": those where at least three full operating years have passed since the loan year (giving each Centre time to find its feet before its loans are repaid). Dividends are paid equally within a share class, and loan repayment and dividends are not mutually exclusive: if your loan is still outstanding you keep receiving repayments and any dividends; once all loans are repaid, everyone moves to dividends only. |
| Provision | What changed and why |
|---|---|
| Board of Directors Revised | Board seats are now pegged to Voting Rights: a shareholder may appoint one director for every 15% of the voting rights they hold, and a director must step down if the appointing shareholder's voting rights fall below the level needed to keep them. A new safeguard lets shareholders holding a majority of voting rights 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 Revised | Adds a sensible default for the CEO's performance bonus: if no performance targets have been set for a year, the bonus is benchmarked to the average bonus paid to staff (as a multiple of monthly pay) rather than left undefined. Minor gender-neutral wording tidy-ups throughout. |
| Provision | What changed and why |
|---|---|
| Related Party Transactions New clause | A brand-new regime, and the change we most want you to notice. It defines a related party (per Singapore Financial Reporting Standards: directors, the CEO, substantial shareholders and their close family/controlled entities) and sets proportionate thresholds: transactions under S$1,000 need not be declared; everything else is disclosed and recorded; and board approval is required for any related-party transaction above S$50,000 or that isn't on arm's-length terms. Crucially, the full register is presented to you at every AGM, going further than most private companies, which keep this at board level only. |
| Simple Majority Board Approval Revised | Updated so that related-party transactions crossing the threshold above are added to the list of matters needing board sign-off, wiring the new regime into the existing approval machinery. |
| Provision | What changed and why |
|---|---|
| 75% Shareholder Approval Revised | Re-expressed so the 75% supermajority is measured against Voting Rights present and voting at a quorate general meeting (AGM or EGM) on proper Companies Act 1967 notice, consistent with the new weighted-voting model. References updated to the Companies Act 1967 and to "issued capital". |
| Non-Compete Revised | The non-compete is now expressly limited to Singapore, making the restriction more reasonable and more enforceable. |
| Events of Default New clause | Defines clearly when a shareholder is in default, a material breach in their capacity as a shareholder, or insolvency/bankruptcy, with a 30-day cure period for fixable breaches. On a default, the shareholder must offer their shares for transfer. A breach by someone acting as a director or CEO does not by itself put their shares in default, keeping the roles separate. |
| Duration & Termination Revised | Clarifies that a shareholder is released from the agreement only once they transfer all their shares, and that the confidentiality and non-compete obligations survive that exit. |
| Governing Law & Dispute Resolution Revised | Adds a requirement to attempt mediation before going to court, with the cost consequence falling on a party that won't mediate in good faith, a cheaper, faster first step for any dispute. |
| Entire Agreement / Execution Revised | Standard amend-and-restate wording confirming this version supersedes the 2023 agreement, and an execution block recording that it was adopted by the 75% shareholder vote at this AGM. Appendices renumbered accordingly. |
When we incorporated we adopted the standard ACRA template Constitution. On review for this AGM we found places where that template conflicts with our Shareholders' Agreement, and the Shareholders' Agreement itself requires us to keep the two consistent. So, apart from the Founder Shares, every Constitution change simply removes a conflict or updates an outdated legal reference. Nothing substantive is being introduced here that isn't already agreed in the Shareholders' Agreement.
| Article | What changed and why |
|---|---|
| Art. 13A New | Establishes the two share classes in the Constitution itself: Ordinary Shares (one vote) and Founder Shares (ten votes), ranking equally in all other respects, with the same automatic conversion to Ordinary Shares on transfer. This is the constitutional anchor for the Founder Shares. |
| Art. 87 Revised | The voting article now reads "one vote for every Ordinary Share and ten votes for every Founder Share" on a poll, matching Article 13A and the Shareholders' Agreement. |
| Art. 99A New | Lets a shareholder appoint one director per 15% of voting rights by written notice, without needing a resolution or general meeting, and provides that the director vacates office if those voting rights fall away. This mirrors the board-appointment mechanism in the Shareholders' Agreement; the template Constitution had no equivalent, which was one of the conflicts. |
| Art. 99B New | Allows removal of a director for material breach by a majority of voting rights, with no re-appointment, the constitutional counterpart to the same protection added to the Shareholders' Agreement. |
| Art. 100 Revised | Disapplies retirement by rotation (and the related Articles 101–103). Rotation made no sense alongside the Shareholders' Agreement's appointment-by-shareholding model and would have conflicted with it. |
| Art. 150 Revised | Confirms the directors declare and pay dividends (out of profits). The template wording on who declares dividends was inconsistent with the Shareholders' Agreement; this lines them up. |
| Arts. 5, 13A & 55 Revised | Article 5 confirms shares may be divided into classes with different rights (needed for Founder Shares). Article 55 confirms there is no pre-emption right under the Constitution, leaving the pre-emption arrangement to be governed by the Shareholders' Agreement instead, so the two documents don't impose two different processes. |
| Legal references Housekeeping | Updated throughout to the current Companies Act 1967 and Interpretation Act 1965, replacing the superseded citations in the old template. No change of meaning, just current law. |
It's worth stating plainly. Your shareholding is unchanged. Your share of dividends and profits is unchanged. Your entitlement to the full upside if the Company succeeds is unchanged. Pre-emption, tag-along and drag-along protections remain, and in the case of pre-emption, are strengthened. The Founder Shares shift day-to-day voting control toward the founder; in return you keep every economic right you have today, plus a standard of transparency (the related-party register at every AGM) that is higher than most private companies ever adopt.
Prepared for the Annual General Meeting of
Mynt Education Pte. Ltd.
30 June 2026