DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

(b) The selection of Members eligible for nomination as Directors shall be
undertaken by a Nomination Committee comprising of:
the existing Chairperson of the Company or their nominee,
the Headmaster of The Southport School,
the Chairman of The Southport School Council, and
the Chairman of Finance of The Southport School
(“the Nomination Committee”).
(c)
The Nomination Committee shall be chaired by the Chairman of The Southport
School council. The voting at meetings of the Nomination Committee shall
determine any resolution by majority votes. The Chair of the Nomination
Committee shall have a casting vote should there be equal votes on any
resolution.
(d) To carry out the selection process, the Nomination Committee must prior to 90
days before the planned Annual General Meeting each year, or within 60 days of
there being a casual vacancy arising under Article 14 of the Company:-
(i)
(ii)
(iii)
(iv)
Establish a selection criteria to be satisfied by any person to be
nominated as a Director; and
Select by resolution of the Nomination Committee nominees to be
submitted (“the Proposed Nominees”); the Chairman shall have a
casting vote should there be equal votes on any resolution; and
The existing Directors of the Company shall advise the Nomination
Committee in writing within 28 days of notification of the Proposed
Nominees of any objection(s) to nominees; and
The Nomination committee may remove a Director by majority
resolution and the removal shall take immediate effect.
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