Co. Reg. No. 201541844C

This is the printed document containing the new Constitution of Genius Group Limited adopted by way of a Special Resolution passed on [●] and for the purpose of identification subscribed by me.

Name:

(Company Secretary)

The registered office of the Company for the time being.

The expressions “current address”, “electronic communication”, “Special Resolution” and “treasury shares” shall have the meanings ascribed to them respectively in the Act.

The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of this Constitution.

4. Subject to the provisions of the Act and any other written law and this Constitution, the Company has:

(a)           full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b)           for these purposes, full rights, powers and privileges.

6. (A) The Company has power to issue different classes of shares, including shares which confer special, limited or conditional voting rights, or which do not confer voting rights.

(B)        Notwithstanding anything in article 6(A), the Company shall not undertake any issuance of shares that confer special, limited or conditional voting rights, or that confer no voting rights, unless it is approved by the members of the Company by Special Resolution.

Issue of different classes of shares

Special Resolution required for issuance of shares with special voting rights etc.

7. (A) Subject to the Statutes and this Constitution, no shares may be issued by the Directors without the prior approval of the Company in General Meeting but subject thereto and the listing rules of the Stock Exchange, and without prejudice to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and at such time as the Company in General Meeting may approve and for such consideration (if any) and subject or not to the payment of any part of the amount (if any) thereof in cash as the Directors may think fit, and any shares may be issued with such preferential, deferred, qualified or special rights, privileges, conditions or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, or which do not confer voting rights, as the Directors may think fit, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors and Provided always that:

(a)       (subject to any direction to the contrary that may be given by the Company in General Meeting) any issue of shares for cash to members holding shares of any class shall be offered to such members in proportion as nearly as may be to the number of shares of such class then held by them and the provisions of the second sentence of article 11(A) with such adaptions as are necessary shall apply;

(b)       the rights attaching to shares of a class other than ordinary shares shall be expressed in the resolution creating the same; and

(c)       to the extent that any shares of the Company are listed on the NYSE, where the members authorise the Directors to issue unissued securities and/or grant options to subscribe for unissued securities, as the Directors in their discretion deem fit, such corporate action has been approved by the NYSE and are subject to the NYSE Listing Requirements.

8A. Preference shares may be issued subject to such limitation thereof as may be prescribed by the Stock Exchange. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices, reports and balance sheets and attending General Meetings of the Company, and preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is more than six months in arrear. The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued.

9. If at any time the share capital of the Company is divided into different classes of shares, subject to the provisions of the Statutes, the special rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated either with the consent in writing of the holders of three-quarters of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting all the provisions of this Constitution relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or representing by proxy or by attorney or other duly authorised representative one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney or other duly authorised representative may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him, Provided always that:

(a)           where the necessary majority for such a Special Resolution is not obtained at such General Meeting, consent in writing if obtained from the holders of three-quarters of the issued shares of the class concerned within two months of such General Meeting shall be as valid and effectual as a Special Resolution carried at such General Meeting; or

(b)           where all the issued shares of the class are held by one person, the necessary quorum shall be one person and such holder of shares of the class present in person or by proxy or by attorney or other duly authorised representative may demand a poll.

The foregoing provisions of this article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

Issue of further shares with special rights

40.       No share shall in any circumstances be transferred to any infant or bankrupt or person who is mentally disordered and incapable of managing himself or his affairs.

42. (A) The Directors may, in their sole discretion, refuse to register an instrument of transfer of shares in respect of any share on which the Company has a lien or to a person of whom they do not approve but shall in such event:

(a)           within 30 days after the date on which the transfer was lodged with the Company, send to the transferor and to the transferee notice of the refusal; and

(b)           within 30 days beginning with the day on which the application for a transfer of shares was made to the Company for a person to be registered as a member in respect of shares which have been transferred or transmitted to him by act of parties or operation of law, serve on the applicant a notice in writing stating the facts which are considered to justify refusal in the exercise of that discretion.

(B)       The Directors may, in their sole discretion, refuse to register any transfer of shares unless:

(a)       such fee not exceeding S$2 or such other sum as the Directors may from time to time require under the provisions of this Constitution, is paid to the Company in respect thereof; and

43B. The shares of the Company set out in the Company’s New York Branch Register or, as the case may be, administrative depositary share register (in other words, the shares listed on the NYSE) may be moved from such New York Branch Register or, as the case may be, administrative depositary share register to the Register of Members or any other Branch Register (“Removal Process”).

53. No business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Except as herein otherwise provided, two members present in person shall form a quorum save that:

(a)           in the event of a corporation being beneficially entitled to the whole of the issued shares of the Company, one person representing such corporation shall be a quorum and shall be deemed to constitute a meeting and, if applicable, the provisions of Section 179 of the Act shall apply; and

(b)           in the event the Company has only one member, the Company may pass a resolution by that member recording the resolution and signing the record in accordance with the provisions of Section 184G of the Act.

For the purpose of this article, “member” includes a person attending by proxy or by attorney or other duly authorised representative.

Provided always that (i) a proxy representing more than one member shall only count as one member for the purpose of determining the quorum; and (ii) where a member is represented by more than one proxy such proxies shall count as only one member for the purpose of determining the quorum.

Voting

57. Subject to the provisions of the Act:

(a)       a Special Resolution may be passed by written means if the resolution indicates that it is a Special Resolution and if it has been formally agreed on any date by one or more members who on that date represent at least 75 per cent. of the total voting rights of all members who on that date would have the right to vote on that resolution at a General Meeting of the Company; and

(b)       an Ordinary Resolution is passed by written means if the resolution does not indicate that it is a Special Resolution and if it has been formally agreed on any date by one or more members who on that date represent a majority of the total voting rights of all members who on that date would have the right to vote on that resolution at a General Meeting of the Company.

A Special or Ordinary Resolution passed by written means may consist of several documents in the like form each signed by one or more of the members who have the right to vote on that resolution at a General Meeting of the Company. The expressions “by written means” and “signed” include approval by any such member by telefax or any form of electronic communication approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors. For the purpose of this article, “member” includes a person signing by proxy or by attorney or as representing a corporation which is a member.

Casting vote of chairman

64. Subject and without prejudice to any special rights or restrictions as to voting for the time being attached to any class or classes of shares for the time being forming part of the capital of the Company and to article 13(C), each member entitled to vote may vote in person or by proxy or by attorney or other duly authorised representative. Every member who is present in person or by proxy, or by attorney or other duly authorised representative shall:

(a)       on a show of hands, have one vote, Provided always that in the case of a member who is represented by two or more proxies, only one of the proxies as determined by that member or, failing such determination, by the chairman of the meeting (or by a person authorised by him) in his sole discretion, shall be entitled to vote on a show of hands; and

(b)       on a poll, have one vote for each ordinary share which he holds or represents.

(a)       in the case of an individual, shall be:

(i)             signed by the appointor or his attorney if the instrument is delivered personally or sent by post; or

(ii)            authorised by that individual through such method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication; and

(b)       in the case of a corporation, shall be:

(i)             either given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation, if the instrument is delivered personally or sent by post; or

(ii)            authorised by that corporation, through such method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication.

(C)       The Directors may, in their absolute discretion:

(a)           approve the method and manner for an instrument appointing a proxy to be authorised; and

(b)           designate the procedure for authenticating an instrument appointing a proxy,

as contemplated in articles 71(A)(a)(ii) and 71(A)(b)(ii) for application to such members or class of members as they may determine. Where the Directors do not so approve and designate in relation to a member (whether of a class or otherwise), article 71(A)(a)(i) and/or (as the case may be) article 71(A)(b)(i) shall apply.

(D) The instrument appointing a proxy shall be in the following form with such variations, if any, as circumstances may require or in any other form which the Directors may approve:

“[Name of company]

I/We*, [name(s)], of [address(es)], being a member/members* of the above-named Company, appoint [name] of [address], or failing him/her*, [name] of [address], as my/our* proxy to vote for me/us* on my/our* behalf at the [Annual or Extraordinary, as the case may be] General Meeting of the Company, to be held on [date], and at any adjournment of the meeting.

Signed on [date].

*Delete whichever is not applicable.”

72. (A) The instrument appointing a proxy or the power of attorney or other authority, if any:

(a)           if sent personally or by post, shall be deposited at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or adjourned meeting (or, if no place is so specified, at the Office); or

(b)           if submitted by electronic communication, shall be received through such means as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or adjourned meeting,

and in either case, not less than 72 hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default the instrument of proxy shall not be treated as valid. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates; Provided always that an instrument of proxy or the power of attorney or other authority, if any, relating to more than one meeting (including any adjournment thereof) having once been so delivered in accordance with this article 72 for the purposes of any meeting shall not be required again to be delivered for the purposes of any subsequent meeting to which it relates.

Deposit of proxies

Appointment of

two or more

persons as

Directors

Resolutions in writing

110. (A) The Directors shall cause minutes to be made of all of the following matters in books to be provided for the purpose:

(a)           of all appointments of officers made by the Directors;

(b)           of the names of the Directors present at each meeting of Directors and of any committee of Directors;

(c)           of all resolutions and proceedings at all meetings of the Company and of any class of members, of the Directors and of committees of Directors; and

(d)           in the event the Company has only:

(i)       one Director, of all duly signed records of resolutions passed, and all declarations made, by that Director; and

(ii)       one member, of all duly signed records of resolutions passed by that member.

119. Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted under the Act:

(a)           all dividends in respect of shares shall be paid in proportion to the number of shares held by a member but where shares are partly paid all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and

(b)           all dividends shall be apportioned and paid proportionately to the amounts so paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid.

For the purposes of this article, an amount paid or credited as paid on a share in advance of a call is to be ignored.

No interest on dividends

127. (A) The Directors may, with the sanction of an Ordinary Resolution of the Company (but subject to article 6(B)):

(a)           issue bonus shares for which no consideration is payable to the Company, to the persons registered as holders of shares in the Register of Members at the close of business on the date of the Ordinary Resolution (or such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of shares; and/or

Presentation of financial statements

(B)       Without prejudice to the provisions of article 133(A), but subject otherwise to the Act and any regulations made thereunder relating to electronic communications, any notice or document (including, without limitation, any accounts, balance-sheet, financial statements or report) which is required or permitted to be given, sent or served under the Act or under this Constitution by the Company, or by the Directors, to a member may be given, sent or served using electronic communications:

(a)       to the current address of that person; or

(b)       by making it available on a website prescribed by the Company from time to time,

in accordance with the provisions of this Constitution, the Act and/or any other applicable regulations or procedures.

(E)       Where a notice or document is given, sent or served by electronic communications:

(a)       to the current address of a person pursuant to article 133(B)(a),
it shall be deemed to have been duly given, sent or served at the time of transmission of the electronic communication by the email server or facility operated by the Company or its service provider to the current address of such person (notwithstanding any delayed receipt, non-delivery or “returned mail” reply message or any other error message indicating that the electronic communication was delayed or not successfully sent), unless otherwise provided under the Act and/or any other applicable regulations or procedures; and

(b)       by making it available on a website pursuant to article 133(B)(b),
it shall be deemed to have been duly given, sent or served on the date on which the notice or document is first made available on the website, unless otherwise provided under the Act and/or any other applicable regulations or procedures.

(F)       Where a notice or document is given, sent or served to a member by making it available on a website pursuant to article 133(B)(b), the Company shall give separate notice to the member of the publication of the notice or document on that website and the manner in which the notice or document may be accessed by any one or more of the following means:

(a)       by sending such separate notice to the member personally or through the post pursuant to article 133(A);

(b)       by sending such separate notice to the member using electronic communications to his current address pursuant to article 133(B)(a); and/or

(c)       by way of advertisement in the daily press and for so long as the shares of the Company are listed on the NYSE, by way of announcement in accordance with the NYSE Listing Rules.

136. (A) Notice of every General Meeting shall be given in the manner hereinbefore authorised to:

(a)       every member;

(b)       every person entitled to a share in consequence of the death or bankruptcy or otherwise of a member who but for the same would be entitled to receive notice of the meeting; and

(c)        the Auditor.

(B)       No other person shall be entitled to receive notices of General Meetings.

142. (A) A member who is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal data is provided by that member or is collected through a third party) by the Company (or its agents or service providers) from time to time for any of the following purposes:

(a)       implementation and administration of any corporate action by the Company (or its agents or service providers);

(b)       internal analysis and/or market research by the Company (or its agents or service providers);

(c)       investor relations communications by the Company (or its agents or service providers);

(d)       administration by the Company (or its agents or service providers) of that member’s holding of shares in the Company;

(e)       implementation and administration of any service provided by the Company (or its agents or service providers) to its members to receive notices of meetings, financial statements and other shareholder communications and/or for proxy appointment, whether by electronic means or otherwise;

(f)       processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any General Meeting (including any adjournment thereof);

(g)       implementation and administration of, and compliance with, any provision of this Constitution;

(h)       compliance with any applicable laws, listing rules, take-over rules, regulations and/or guidelines; and

(i)       purposes which are reasonably related to any of the above purpose;

Personal data of members