On 7/07/19 12:59 pm, Frances Ross wrote:

Hi, Just a few questions from us:

1. If two people in one household want to vote differently, can that work?

That question is not addressed directly in our UCOL agreement.  I don't see any reason why that could not happen if people wanted it to, so I would propose we allow people to split their votes.  This is just my opinion if anyone thinks differently please let us know via email and we can decide it at the meeting.

2. In the special meeting, will we be using secret ballot or open voting?

Our process of consensus is normally in the open and personally I favour open voting.  Again, if people prefer a secret ballot please let us know and I we may decide to do that.  I am aware that it's common practice in many situations to hold a secret ballot if someone calls for it, but the meeting would have to decide that.

3. Will we be told beforehand how many votes we have based on our

investment?

Yes, see attached spreadsheet. If you look at the PDF, you will see the total number of votes each shareholder has in green.  You can check how the votes are calculated if you desire and confirm you have the correct number of votes.

4. Who is chairing the special meeting? Who is working out the

proportions? Will the result be apparent immediately?

I guess the meeting is chaired by the regular chairperson.  I am happy to tally the votes, which I will do on screen using this spreadsheet if the vote is open.  The result will be immediate.  If we have a secret ballot, we will need to appoint someone to tally the votes, and there may be a 15 minute delay while the votes are collated.

5. Will the special meeting be followed by s normal meeting?

It will just be one item on the agenda.  I don't expect any more discussion, voting should just take 5 minutes.

Frances and Sandy

Sent from my iPhone

On 6/07/2019, at 8:28 PM, firstjuly@gmail.com mailto:firstjuly@gmail.com via SurveyMonkey <member@surveymonkeyuser.com mailto:member@surveymonkeyuser.com> wrote:

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Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

P.S. relevant parts of the agreement are below (from a 2017 version, I don't think it's changed since then):

16.2 Shareholders’ Powers 16.2.1 All decisions other than Directors’ decisions as set out in Clause 16.1 above, shall be made by Shareholders. Although prospective Shareholders may attend group meetings and participate in discussions they will not be eligible to participate in decisions unless invited by Shareholders. The procedure for making Shareholders decisions shall be as follows: 16.2.2 The Shareholders in each case shall consult with the Group using the Group Decision Making Process. 16.2.3 If a decision is not reached using the Group Decision Making Process within the shorter time of 10 days or two meetings then the Voting Procedure set out in Clause 16.3 shall at the request of any one Shareholder be followed.

16.3 Voting Procedure 16.3.1 In the event of no decision having been reached in accordance with Clause 16.2 the procedure shall be as follows: 16.3.2 The Directors shall give Five (5) days’ notice of a meeting to resolve the issue to all Shareholders who have paid up Shares. 16.3.3 Every Shareholder entitled to vote shall be entitled to One (1) vote per share, and an additional One (1) vote for each $5000 loan of loans contributed subject to Clause 16.3.5 below. 16.3.4 The number of votes to be allocated to each Shareholder entitled to vote shall be calculated as at the date of the meeting. The contributions as recorded against each person’s name in the Company Share Register and loan record shall be irrefutable evidence of each party’s contributions for the purpose of the vote. 16.3.5 The voting rights of each individual Shareholder shall be capped so that no individual shall control more than 10% of the vote, regardless of the percentage of their contribution. Any decisions shall be required to be made by a 75% majority of shareholding votes present. 16.3.6 The quorum in a meeting shall comprise Shareholders present or by proxy who: (a) comprise 75% of those Shareholders entitled to vote; and (b) hold not less than 75% of the total loan advances in the Company. (c) Those entitled to vote shall be entitled to vote by proxy.