NEW SHAREHOLDERS AGREEMENT QUESTIONNAIRE

We kindly ask that you consider the following questions and provide your instructions.

* NOTE: all fields are required to be completed

What is the name of the company?

Does the company have a constitution?

Yes No

If yes, please send us a copy via email.

What is the name of the business the company owns or will own?

Please describe the type of business the company owns or will own?

Will the shareholders be required to contribute capital to carry on the Business as required from time to time?

Yes No

What will be the terms of any loans from shareholders to the company (e.g if interest is charged, at what rate?)?

Will all shareholders be required to have a director on the board of the company?

Yes No

How often must directors meetings take place?

How many directors must be present for a directors meeting to take place?

How often must shareholders meetings take place?

How many shareholders must be present for a shareholders meeting to take place?

Will any directors or shareholders be employed to work in the business?

Yes No

If yes, who? Please provide details including role, description of duties, remuneration and obligations.

Which bank will the company bank with?

How and when will dividends be distributed to the shareholders (e.g. what other payments need to be made prior to these distributions being made?)?

Which of the following decisions will require the unanimous approval of the shareholders:

the issue, allot, redeem, purchase or grant options over any of its shares, issue debentures or other securities or re-organise its share capital in any way

Yes No

the variation of the rights or privileges attaching to any securities issued by the company, including the shares

Yes No

the entry, variation, termination of any contract or arrangement with any of its directors, shareholders, associates of directors, related body corporates of shareholders or associates of shareholders

Yes No

the entry into any contract or arrangement outside the ordinary course of its business or by which any person would or might receive remuneration calculated by reference to its income or profits

Yes No

the assignment, transfer, sale or otherwise disposal of the whole or any part of the assets or undertaking of the Company otherwise than in the ordinary course of business

Yes No

the acquisition or disposal of any interest in any real property (including any leasehold interest)

Yes No

the acquisition or disposal of any interest in any intangible property (including distribution rights, licences, permits, approvals, trade marks and trade names)

Yes No

the variation of terms of service (including compensation, remuneration and emoluments) of a Director or a senior employee of the Company or appoint or dismiss a senior employee

Yes No

the appointment or removal of the bankers, solicitors or auditors to the Company

Yes No

the borrowing of any money or obtaining any advance, credit or financial accommodation in any form (other than normal trade credit not exceeding $5,000, which has the effect of the debt, in aggregate, being equal to or exceeding 10% of the aggregate amount of the paid up capital of the company

Yes No

the creation or allowance to exist any encumbrance over all or a substantial part of its assets, except as created in the ordinary course of business of the Company

Yes No

a loan to any person (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits) or waive repayment or forgive any loans, grant credit to any person (except to its customers in the normal course of business) or waive payment, or give any guarantee, indemnity or security in respect of the obligations of any other person

Yes No

the entry into any death, retirement, life or medical insurance, profit sharing, bonus, share option or other scheme for the benefit of the directors, any other officers or employees of the Company or any material variation (including any increase in the percentage amount of the contributions) of any scheme

Yes No

the commencement of any legal or arbitration proceedings (other than routine debt collection or legal or arbitration proceedings against a shareholder)

Yes No

the payment or making of any dividend or other distribution, other than in accordance with the company’s dividend policy

Yes No

the entry into any partnership or joint venture with any other person or merge or amalgamate with any person

Yes No

making any claim, disclaimer, surrender, election or consent of a material nature for tax purposes

Yes No

except as provided by this document, the permitting of any power or authority of its directors to be delegated to any executive director or committee of directors or to any other person

Yes No

undertaking any financial or capital restructuring of the company

Yes No

amending or repealing the Constitution

Yes No

acquiring any new business or the shares in any company or divest itself of its business (or a material part of it) or any shares in a company

Yes No

voluntarily liquidating, winding up or merging the company’s operations, other than in accordance with the terms of the agreement

Yes No

the proposal of any capital expenditure by the company after the date of the agreement

Yes No

If a shareholder wants to sell its shares, does it have to sell all of its shares?

Yes No

Will the other shareholders have the option to purchase a departing shareholder’s shares before they are offered to a third party purchaser?

Yes No

Will the other shareholders have to approve any third party who is purchasing a departing shareholder’s shares?

Yes No

What will happen if the remaining shareholders do not wish to purchase the departing shareholder’s shares and they do not approve the third party purchaser? (eg. will the business be sold and the company be wound up or will the departing shareholder need to find a different third party purchaser?)

Which of the following will trigger an automatic sale of a shareholder’s shares:

the disposal of shares by a shareholder

Yes No

an Insolvency Event

Yes No

if the shareholder is an individual, the shareholder dies

Yes No

if the company owns a pharmacy, the shareholder is deregistered as a pharmacist

Yes No

the shareholder commits a criminal offence

Yes No

What other circumstances will trigger the automatic sale of a shareholder’s shares (e.g. fraud or dishonesty, a shareholder becoming totally and permanently disabled)?

Will the agreement include ‘drag along’ and ‘tag along’ terms (please refer to our information sheet for more information)?

Yes No

If the directors decide to issue further shares in the company, will the shares have to be offered to the existing shareholders prior to being offered to any third party?

Yes No

If a dispute arises between any shareholders, will the parties be required to mediate the matter before a party commences legal proceedings?

Yes No

Does any shareholder have the final say on decisions and disputes?

Yes No

If so, who?

Is there anything specific you want included in the shareholders agreement?

NEW SHAREHOLDERS AGREEMENT QUESTIONNAIRE

We kindly ask that you consider the following questions and provide your instructions.

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