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Constitution

The World Stock Exchange requires that the internal management of any company listed on WSE must be governed by the Constitution.

Officers and Employees

Board of Directors

If a director of a proprietary company has a material personal interest in a matter that relates to the affairs of the company and:

a) the director discloses the nature and extent of the interests and its relation to the affairs of the company at a meeting of the directors; or (b) the interest is one that does not need to be disclosed; then (c) the director may vote on matters that relate to the interest; and (d) any transaction that relate to the interest may proceed; and (e) the director may retain benefits under the transaction even though the director has the interest; and (f) the company cannot avoid the transaction merely because of the existence of the interest.

If disclosure is required, paragraph (e) and (f) apply only if the disclosure is made before the transaction is entered into. A Director may need to give notice to the other directors if the director has material personal interest in a matter relating to the affairs of the company.

Risk Management

The company must recognise its business activities involve risk, and undertakes an ongoing review of business risk. While it is important that risks are identified and monitored by management and the Board, it is not possible (or desirable) for the company to eliminate all risks. There will be some risks the company is prepared to accept, having regard to the cost of risk mitigation relative to the benefit likely to accrue from it.

Management and the Board are responsible for the internal controls of the company. The Board monitors operational and financial aspects and considers the advice of external auditors and other external advisers on operational and financial risks the company faces.

Powers of Directors

The business of the company is to be managed by or under the direction of the Managing Director or Chief Executive Officer. The Managing Director may exercise all the powers of the company. For example, the Managing Director may issue shares, borrow money and issue debentures.

Managing Director and Chief Executive Officer

The founder of the company and owner of the registered group in Second Life is designated with the title of Managing Director or Chief Executive Officer and has all of the powers that the directors can exercise.

Company may appoint a Director

The founder may appoint directors prior to the company joining the Official List. Once the company has entered the Official List and is actively trading, the founder may appoint a director by resolution.

Director Resignation

A director of a company may resign as a director of the company by giving a written notice of resignation to the company using the group notice system.

Removal of Directors

The company may by resolution remove a director from office with the option to appoint a replacement director except for the Managing Director who cannot be removed from office without his or her consent and agreement.

Shareholder Communications and Continuous Disclosure

The company recognises the importance of communication with its Shareholders and that, after it becomes listed, it will have continuous disclosure obligations under the Constitution in respect of material price-sensitive information.

Corporate Code of Conduct

The Director's and Employees must adhere to the Hope Capital virtues in their dealings with each other, competitors, customers, suppliers, the Company and the community.

Securities Trading Policy

The Company prohibits insider trading by Directors and employees when trading in the Company securities. The Director's and Employees must participate in any transactions of shares within 14 days of a major announcement that is likely to have an impact on the share price. The Managing Director cannot sell any shares in the company within 90 days from being admitted to the WSE Official List. The sale of any shares held in the name of the Managing Director of the company must be disclosed to the market within 24 hours from the time of sale.

Remuneration of Directors

Executive Directors

The Constitution of provides that executive Directors are entitled to remuneration as determined by the Board, but the remuneration must not include a commission on or percentage of operating revenue. While the remuneration arrangements do not currently include a bonus element, the Board may consider the inclusion of bonus arrangements for these executives in the future, based on the achievement of agreed performance indicators.

Non-executive Directors

The Constitution provides that non-executive Directors are entitled to remuneration up to a total amount which must not exceed an aggregate maximum of $200,000 or such other maximum amount determined from time to time by the Company in general meeting. The Constitution provides for Directors to accept Shares as part of their remuneration, subject to any restrictions on the issue of Shares under the the Listing Rules.

Share Capital

Classes of Shares

The class of shares issued by a company listed on the WSE are ordinary shares with voting rights.

Issuing shares

  • The Directors may, subject to the restrictions on allotment of shares imposed by the Constitution, the and the WSE Listing Rules, from time to time issue and allot further shares on such terms and conditions as they see fit.
  • To make the offer, the directors must give the shareholders a statement setting out the terms of the offer including the number of shares offered and the period for which it will remain open.
  • The directors may issue any shares not taken up under the offer as they see fit.
  • The company must make available any new offer of shares to the existing shareholders unless a resolution passed at a general meeting authorising the directors to make a particular issue of shares without complying with the requirement of offering them to existing shareholders.

Dividend Policy

The Directors of a company listed on the WSE will consider the payment of a dividend each year in the context of the Company’s expansion plans and based on the requirement for funding for growth opportunities and capital expenditure commitments. However, Directors can give no assurance about the payment of a dividend. Thereafter, the Directors intend to implement a dividend policy involving the payment of dividends representing a minimum of 5% of profits. In any case, any determination about the company’ paying dividends will be at the Directors’ discretion having regard to, among other things, the availability of earnings for distribution to shareholders, the Company’s operating results, capital expenditure requirements and general business and market conditions.

Decisions regarding the amount and frequency of dividends are solely at the discretion of the board of directors. Dividends maybe paid fortnightly, monthly or quarterly.

Minimum Investment

An Application for Shares under an Offer must contain a minimum subscription of Shares. There is no maximum number of Shares that may be applied for.

Withdrawal and early closure of Offer

The company may, in its discretion withdraw or close the Offer at any time before the closing date for the Offer. If the Offer is withdrawn, all lindens will be refunded. No interest will be paid on any investment lindens that are refunded.

Liquidation Rights

The company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation. The liquidation value is calculated as the Net Tangible Asset and is displayed on the company profile.

Voting Rights

A Director may propose a resolution to all shareholders on behalf of one or more shareholders, every shareholder present in person or by proxy has one vote per share owned on a vote using WSE voting system. In order for a resolution to be passed, a simple majority is required.



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