No. of Company

198004581H

REPUBLIC OF SINGAPORE

THE COMPANIES ACT, CHAPTER 50

PRIVATE COMPANY LIMITED BY GUARANTEE

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

LYCEE FRANCAIS DE SINGAPOUR LTD

(Incorporating all amendments as at 3 July 2003[●])

Incorporated on the 9th day of December 1980

Rodyk & Davidson

80 Raffles Place

#33-00 UOB Plaza 1

Singapore 048624

Ref:14695.0045891

Lodged in the office of the Registrar of Companies Singapore

FORM 13

THE COMPANIES ACT

(CHAPTER 50) SECTION 28(2)

No. of Company

198004581H

CERTIFICATE OF INCORPORATION ON CHANGE OF

NAME OF COMPANY

This is to certify that ECOLE FRANCAISE DE SINGAPOUR LTD

incorporated under the Companies Act on the 9th day of December 1980

did by a special resolution resolve to change its name to LYCEE

FRANCAIS DE SINGAPOUR LTD and that the company which is a company

limited by guarantee is now known by its new name with effect from

the 4th day of November 1989.

Given under my hand and seal on this 4th day of November 1989.

JOHN LOKE

SENIOR ASST REGISTRAR OF COMPANIES

SINGAPORE

GOVERNMENT OF SINGAPORE

FORM 8

The Companies Act (Cap l85)

No. of Company Section 16 (4)

4581/80

CERTIFICATE OF INCORPORATION OF PUBLIC COMPANY

This is to certify that ECOLE FRANCAISE DE SINGAPOUR LTD is, on and from the 9th

day of December, 1980, incorporated under the Companies Act, Cap 185, and that the company is a

company limited by guarantee and not having a share capital.

Given under my hand and seal, at Singapore, this 9th day of December, 1980.

(LEE THENG KIAT) Asst. Registrar of Companies.

Singapore

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THE COMPANIES ACT, Chapter 50

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

LYCEE FRANCAIS DE SINGAPOUR LTD

1. The name of the Company (hereinafter called "the Association") is

"LYCEE FRANCAIS DE SINGAPOUR LTD".

Name.

2. The registered office of the Association will be in the Republic of Singapore. Office.

3. The objects for which the Association is established are:-

(a) To provide for the children of the Members of the Association a standard of

education similar to the standard available to school children in France and to

follow a school syllabus corresponding to the syllabus fixed by the Ministry of

French National Education and to give opportunities to the said children to

acquire a solid foundation in the English Language.

(b) To manage the financial and business operations of the French School, Lycee

Francais (hereinafter called "the School"); to handle and direct the assets,

assume the liabilities, and otherwise control the finances of the School on

behalf of the Members of the Association.

(c) (i) To serve in an advisory capacity for the educational operations of the

School.

(ii) To manage and perform wholly or partially the educational operations

of the School.

(d) To do such other things as are incidental or conducive to the attainment of the

above objects or any of them and provided that nothing shall be done for

commercial reasons or solely for profit, the Company may:-

(i) borrow with or without security or raise and give security by the issue

of or upon bills of exchange, promissory notes or other obligations or

securities of the School;

(ii) engage and/or authorise the engagement of such persons as are deemed

necessary to any of the operations of the School;

(iii) manage, modify, and develop the facilities of the School in accordance

with the needs of the educational programme of the School;

Objects.

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(iv) offer and render complete management, advisory and consultancy and

operational services in the field of education in its broadest extent;

(v) offer and provide management, teaching and any other service

whatsoever for education and to select and train personnel therefor;

(vi) organise and arrange conventions, conferences, meetings, exhibitions,

demonstrations, displays, shows and gatherings of any kind

whatsoever;

(vii) generally to promote, encourage and provide for the public and private

furtherance and advancement of the objects and purposes of the School

by all means as shall be deemed fit by the Association;

(viii) enter into any arrangement or contract with any governments or

authorities, supreme, municipal, local or otherwise or with any person

or company that may seem conducive to the objects of the Association

or any of them and to obtain from any such government, authority,

person or company any rights, privileges and concessions which the

Association may think desirable to obtain and to carry out, exercise and

comply with any such arrangements, contracts, rights, privileges, and

concessions;

(ix) obtain any order in council, enactment or ordinance for enabling the

Association to carry out any of its objects into effect or for effecting

any modification of the Articles of the Association or for any other

purpose which may seem expedient and to oppose any proceedings or

applications which may seem calculated directly or indirectly to

prejudice the interests of the Association;

(x) establish, promote, or assist in establishing or promoting, and to

subscribe to, or become a member of, any other associations whose

objects are similar or in part similar to the objects of the Association

or the establishment or promotion of which may be beneficial to the

Association provided that no subscription be paid to any such other

association or club out of the funds of the Association except bona fide

in furtherance of the objects of the Association;

(xi) support and subscribe to any charitable or public body, and any

institution, society or club which may be for the benefit of the

furtherance and practical application of education generally or of the

Association or of its employees, to make payments towards insurance;

and to form and contribute to provident and benefit funds for the

benefit of any persons employed by the Association;

(xii) purchase, take on lease or in exchange, hire or otherwise acquire any

real and personal estate which may be deemed necessary or convenient

for any of the purposes of the Association so far as the law or any

concerned Singaporean authority may from time to time allow;

(xiii) construct maintain and alter any houses, buildings, or works necessary

for the purposes of the Association;

(xiv) take any gift of property, whether subject to any special trust or not,

for any one or more of the objects of the Association;

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(xv) take such steps by personal or written appeals, public meetings or

otherwise, as may from time to time be deemed expedient for the

purpose of procuring contributions to the funds of the Association, in

the shape of donations, annual subscriptions, or otherwise;

(xvi) print and publish any newspapers, periodicals, books or leaflets that

the Association may think desirable for the promotion of its objects;

(xvii) sell, manage, lease, mortgage, dispose of, surrender, or otherwise deal

with all or any part of the property of the Association;

(xviii) invest the monies of the Association not immediately required for its

purposes in or upon such investments, securities or property as may be

thought fit, subject nevertheless to such conditions (if any) and such

consents (if any) as may for the time being be imposed or required by

law and subject also as hereinafter provided;

(xix) undertake and execute any trusts which may seem directly conducive

to any of the objects of the Association;

(xx) amalgamate with or act as agent for any companies, institutions,

societies or associations having objects altogether or in part similar to

those of the Association;

(xxi) purchase or otherwise acquire and undertake all or any part of the

property, assets, liabilities and engagements of any one or more of the

companies, institutions, societies or associations with which the

Association is authorised to amalgamate so far as any concerned

Singaporean authority from time to time allow;

(xxii) transfer all or any part of the property, assets, liabilities and

engagements of the Association to any one or more of the companies,

institutions, societies or associations with which the Association is

authorised to amalgamate;

(xxiii) repay or refund to persons who have advanced or subscribed money

for the purpose of meeting the preliminary expenses of the formation

of the Association to be established as aforesaid the amount of the

money so advanced or subscribed by them;

(xxiv) do all such other lawful things as are incidental or conducive to the

attainment of the above objects or any of them.

4. The income and property of the Association, whencesoever derived, shall be

applied solely towards the promotion of the objects of the Association as set forth in this

Memorandum of Association; and no portion thereof shall be paid or transferred directly or

indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the Members

of the Association. Provided that nothing herein shall prevent the payment, in good faith, of

reasonable and proper remuneration to any officer or servant of the Association, or to any

Member of the Association, in return for any service actually rendered to the Association, nor

prevent the payment of interest on money lent to the Association or reasonable and proper rent

for premises demised or let by any Member to the Association.

5. The liability of the Members is limited.

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6. Every Member of the Association (as defined in the Articles of Association)

undertakes to contribute to the assets of the Association, in the event of its being wound up

while he is a Member, or within one year after he ceased to be a Member, for payment of the

debts and liabilities of the Association contracted before he ceases to be a Member, and of the

costs, charges, and expenses of winding up, and for the adjustment of the rights of the

contributories among themselves, such amount as may be required not exceeding ten dollars

(S$10/-).

7. If upon the winding up or dissolution of the Association there remains, after

the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be

paid to or distributed among the members of the Association, but shall be given or transferred

to some other institution or institutions, having objects similar to the objects of the Association

and which is or are registered under the Charities Act (Chapter 37) of Singapore, such institution

or institutions to be determined by the members of the Association at or before the time of

dissolution and in default thereof by a judge of the Supreme Court of Singapore having

jurisdiction in regard to charitable funds and if and so far as effect cannot be given to the

aforesaid provision then to some charitable object.

8. True accounts shall be kept of the sums of money received and expended by

the Association, and the matters in respect of which such receipts and expenditure take place,

and of the property, credits and liabilities of the Association; and, subject to any reasonable

restrictions as to the time and manner of inspecting the same that may be imposed in accordance

with the regulations of the Association for the time being in force, shall be open to the inspection

of the Members. Once at least in every year the accounts of the Association shall be examined,

and the correctness of the balance sheet ascertained by one or more authorised Auditor or

Auditors.

9. No additions, alterations or amendments shall be made to the Memorandum

and Articles of Association of the Association, unless approved by the Commissioner of

Charities, or the Sector Administrator as designated by the Minister under the Charities Act

(Chapter 37) of Singapore.

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WE, the several persons whose names and addresses as subscribed are desirous of being formed into an

Association in pursuance of this Memorandum of Association.

Names, Addresses and Descriptions of Subscribers

PIERRE COUPRIE

31 Ridout Road, Singapore

Managing Director

PATRICK HAYS

35 Leedon Road, Singapore

General Manager

PHILIPPE MICHOUD

48 Chancery Lane, Singapore

Asst. To President

CHARLES REYBET-DEGAT

98 Binjai Park, Singapore

Deputy Manager

PIERRE VENTADOUR

2301 Ardmore Park, Pangkor Block, Singapore

Chief Manager

CLAUDE AUBRlOT

25V Balmoral Point, Balmoral Road, Singapore

Housewife

BERNARD DECHAILLE

3 Swiss Cottage Estate, Singapore

Sub-Manager

JACQUES PATAIN

3004 Tioman Block, Ardmore Park, Singapore

Sub-Manager

Dated this 6th day of October 1980

Witness to the above signatures: HARIDASS AIJAIB

Advocate & Solicitor

Netto Low & Partners

2301-2302 Clifford Centre Singapore

6

THE COMPANIES ACT, Chapter 50

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

LYCEE FRANCAIS DE SINGAPOUR LTD

GENERAL

1. In these Articles the words standing in the first column of the table next

hereinafter contained shall bear the meaning set opposite to them respectively in the second

column thereof, if not inconsistent with the subject or context.

WORDS

MEANING

Academic Board A board of Members established in accordance with Article

37A.

Act The Companies Act (Chapter 50) of Singapore or any

statutory modification thereto or re-enactment thereof.

Annual General Meeting

Has the meaning ascribed to it in Article 43.

Articles These Articles of Association.

Association Lycée Français De Singapour Ltd.

Banks The banks who have agreed to grant banking facilities to the

Association.

Chairman

The chairman of a relevant committee, or as the case may

be, the chairman of a General Meeting, who is appointed in

accordance with Article 53the Executive Committee for the

time being.

Corporate Member Any company or other entity (not being a natural person)

admitted as a member of the Association pursuant to Article

5(b).

Council for Private Education

A council established under the Private Education Act.

Cultural Counscellor for Culture,

Science and Education

The Cultural Counscellor for Culture, Science and

Education of the French Embassy in the Republic.

Deemed Shares Shares allocated to a company according to its financial

contribution when that company is admitted as a member of

the Association pursuant to Article 5(b).

Education Act The Education Act (Chapter 87) of Singapore

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Educational Committee

The committee having the control of the educational aspects

of the School.

Examination Board

A board established in accordance with Article 37BC.

Executive Committee The committee having the general management of the

Association for the time being, the members of whom are

registered with the Accounting and Corporate Regulatory

Authority as the “directors” of the Association for the time

being.

Executive Director The executive director of the School for the time being.

General Meeting

An Annual General Meeting, Ordinary General Meeting or

an Extraordinary General Meeting of the Members.

General Secretary The general secretary of the Executive Committee for the

time being.

in writing

Written, printed or lithographed or partly one and partly

another and other modes of representing or reproducing

words in a visible form.

Individual Member Has the meaning ascribed to it in Article 5(a).

Management Committee

The committee appointed by the Executive Committee in

accordance with the provisions of the Education Act.

Members

Collectively, the Individual Members and the Corporate

Members from time to time.

Memorandum The Memorandum of Association of the Association.

Month Calendar month.

Ordinary General Meeting Has the meaning ascribed to it in Article 43.

President

The president of the Executive Committee for the time

being.

Principal

The principal of the School for the time being.

Private Education Act The Private Education Act (Chapter 247ANo. 21 of 2009)

of Singapore.

Private Education Regulations The Private Education Regulations 2009 of Singapore,

made pursuant to the Private Education Act.

Related Corporation

A corporation that is deemed to be related by virtue of

Section 6 of the Act.

Registered Office

The registered office of the Association from time to time.

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Republic The Republic of Singapore.

School

The French School Lycée Français.

Seal

The common seal of the Association.

Secretary

The secretary of the Executive Committee for the time

being.

Supervisor The supervisor of the School appointed in accordance with

Article 38(a).

Treasurer

The treasurer of the Executive Committee for the time being.

Any words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the neuter gender and the feminine

gender.

Subject as aforesaid any words or expressions referred to in these Articles defined in the Act or

any statutory modification thereof for the time being in force shall, if not inconsistent with the

subject or the context, bear the same meaning in these Articles.

2. NUMBER OF MEMBERS. The membership of the Association with which the

Association proposes to be registered for the purposes of registration hereof shall be not more

than three thousand (3,000).

The Executive Committee may in its absolute discretion resolve to increase the

total number of Members and to register the increase accordingly.

3. PURPOSES OF THE ASSOCIATION. The Association is established for the

purposes expressed in the Memorandum.

4. FIRST MEMBERS. The first Members shall be Pierre Couprie, Patrick Hays,

Philippe Michoud, Charles Reybet-Degat, Pierre Ventadour, Claude Aubriot, Bernard Dechaille,

Jacques Patain.

ADMISSION OF MEMBERS

5 (a) Individual Membership. Subject to these Articles, any one (1) legal

guardian (mother, father or other guardian as the Executive Committee

may determine) of a child who is regularly registered with the School

and whose school fees and ancillary charges have been paid up to date

shall be a member of the Association by right (an “ Individual

Member”); provided always and notwithstanding that a family has

more than one child registered with the School, that family shall only

be entitled to have one (1) Individual Member representing the family.

(b) Corporate Membership. Any company/organisation, which is qualified

to satisfy the statutory requirements of the government authorities in the

Republic and having or organisation that has an interest in the promotion

of the advancement of the objects of this Association and having who

has paid any subscription fee or other charges as might be levied upon

9

by the Executive Committee might become a member of the Association

(a “Corporate Member”), subject to the approval by the majority of

members of the Executive Committee.

HONORARY PRESIDENTS

6. TWO HONORARY PRESIDENTS. In accordance with the decision of the

Executive Committee of 20 October 1990, the Association shall have two Honorary Presidents:

(i) the Ambassador of France for the time being to the Republic, and

(ii) Patrick Hays, who shall be Honorary President for life unless he resigns.

MEMBERS

7 (a) RIGHTS NOT TRANSFERABLE. The rights and privileges of an

Individual Member shall be personal to himself; they shall not be

transferable by his own act or by operation of law and shall cease upon

his death, or when the child (or children) of the Individual Member

cease(s) to be registered with or is expelled from the School, or upon his

ceasing to be a Member under the provision of these Articles. The rights,

benefits or obligations of a Corporate Member shall not be transferable

by its own act or by operation of law.

(b) SUSPENSION OF RIGHTS. If school fees and other charges payable

for the child or children of an Individual Member continue to be in

arrears at the date of any General Meeting, the membership rights of the

Individual Member shall be suspended and he shall not be entitled to

exercise any rights of a Member, or attend or vote at such General

Meeting or any other General Meeting, until the arrears are fully paid-

up.

8. WITHDRAWAL. Any Member may withdraw from the Association by giving

notice in writing to the General Secretary not less than 14 (fourteen) days prior to the proposed

withdrawal.

EXPULSION OF MEMBERS

9. INVESTIGATION BY EXECUTIVE COMMITTEE. If any

Member violates any of these Articles or any rules or by-laws of the Association for the time

being in force or damages the Association's property or if his conduct shall in the opinion of any

member of the Executive Committee or of any 5 (five) Members (who shall certify the same in

writing to the Executive Committee) be injurious to the character or interests of the Association,

it shall be the duty of the Executive Committee to invite by letter the Member complained of to

give an explanation of his conduct and to appear before a meeting of the Executive Committee

convened to consider his case.

10. RESIGNATION, REMOVAL. If the Executive Committee is not

satisfied with the explanation of his conduct offered by the Member complained of or if no

10

explanation is offered they shall call upon such Member to resign, and should he not do so within

two (2) weeks, his name shall be removed from the list of Members; and he shall thereupon cease

to be a Member, provided always that the decision calling upon him to resign shall be supported

by at least two-thirds of the members of the Executive Committee present at such meetings.

11. REQUEST FOR GENERAL MEETING. The Executive Committee

shall on the written request of the Member affected by their decision under the preceding Article

convene a General Meeting for the purpose of reviewing their decision provided that the request

shall be signed by at least one-third of the Members and deposited with the General Secretary

within fourteen (14) days following the decision of the Executive Committee under the preceding

Article calling upon such Member to resign.

12. POWER TO RECONSIDER. The Executive Committee may in all

cases reconsider their decision to demand the resignation of the Member complained of or to

remove such Member from the list of Members upon being requested so to do by notice in writing

signed by any eight (8) Members.

13. MEMBER OF EXECUTIVE COMMITTEE NOT TO ACT. A

member of the Executive Committee shall not act as a member of the Executive Committee at

any meeting at which his own conduct is in question, or at any meeting held to investigate any

case in which he is a complainant.

THE EXECUTIVE COMMITTEE

14. (a) MANAGEMENT. The management of the affairs,

administration and business of the Association shall be vested

in the Executive Committee who may pay all the expenses

incurred in the formation and registration of the Association

and may exercise all such powers; and do. The Executive

Committee shall, in particular, be in charge of the long term

strategy of the Association, and shall ensure that the

Association has the necessary human and financial resources,

and such necessary investments are made from time to time.

Without prejudice to the above-mentioned specific

responsiblities, the Executive Committee shall have the

general role of doing all such acts and things as the

Association is by its Memorandum and these Articles or

otherwise authorised to exercise or do and are not hereby or

by the Act required to be exercised or done by the Association

in General Meeting but subject nevertheless to the provisions

of the Act and of these Articles and to any regulations (not

being inconsistent with these Articles) from time to time

made by the Association in General Meeting.

(b) BUDGET. The budget and proposed expenditure and

receipts derived from the activities of the Association shall be

presented and proposed to the Members by the Executive

Committee and approved in an Annual General Meeting. The

budget shall also be presented to the Ambassador of France

toin the Republic who may delegate one of his representatives

to verify the use of grants made to the School by the French

Government.

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15. FIRST MEMBERS. The first members of the Executive Committee

shall be the Cultural Counscellor for Culture, Science and Education and the first Members as

mentioned in Article 4 of the Articles, who shall hold office until the close of the First Annual

General Meeting of the Association.

16. (a) MEMBERSCOMPOSITION OF COMMITTEE. The

Executive Committee shall consist of not less than eight (8)

members and no more than twelve (12) members, the

majority of whom must be of French nationality, and

provided always that there are at least two (2) members who

are citizens or permanent residents of the Republic. The

Cultural Councellor is a member of the Executive Committee

by right and will attend the meetings of the Executive

Committee in a consultancy role. The number of members of

the Executive Committee who are Individual Members shall

be equal to the number of members which are Corporate

Members and shall comprise (i) a minimum of four (4) and a

maximum of six (6) elected among the Individual Members;

and (ii) a minimum of four (4) and a maximum of six (6)

elected among the Corporate Members. Members of the

Executive Committee cannot be concurrently members of the

Educational Committee and vice versa. One shall not apply

to be elected to both the Educational Committee and the

Executive Committee in the same election.

In the event that the number of Corporate Members differs

from the number of Individual Members at any time, the

situation shall be remedied within a reasonable time and no

later than the next election.

(b) In addition to the members of the Executive Committee set

out in Article 16(a) above, the Counsellor for Culture,

Science and Education shall be a member of the Executive

Committee by right and shall attend the meetings of the

Executive Committee, in an advisory capacity.

(c) The Principal and the Executive Director shall be invited to

all the meetings unless otherwise decided by the members of

the Executive Committee. They shall be present in an

advisory capacity and shall have no voting rights.

(d) The Executive Committee may invite individuals to its

meetings or its sub-committees’ meetings to serve in an

advisory capacity, on an ad hoc basis or otherwise, to advise

its members on those issues and subjects which might

demand special expertise or advice.

17. (a) ELECTION. The members of the Executive Committee

(other than the first members above mentioned and other than

the Cultural Counscellor for Culture, Science and Education)

shall be elected by the Members at the Ordinary General

Meeting of the Association to be held in October/November

each year. Each member of the Executive Committee shall,

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commencing from 23 November 2015, be entitled to serve

for:

(i) a term of four (4) years; and

(ii) an aggregate period of eight (8) years.

For the avoidance of doubt, the eight (8) years do not need to

run consecutively.

(b) RETIRING MEMBERS. One third of the members of the Executive Committee shall

retire every year but all retiring members of the Executive Committee shall be eligible for re-

election, unless they otherwise agree among themselves, the members to retire each year shall be

those who have been longest in office since their last election and as between persons who were

elected members on the same date, those to retire shall be determined by lot.

(bc) PROCEDURE FOR ELECTION. The election of the

Executive Committee shall be conducted in the following

manner, that is to say, the Members:

(i) An Individual Member who wishes to be elected to the

Executive Committee shall firstly submit his

application (the “Application”) as a candidate in

writing to the General Secretary prior to the Ordinary

General Meeting.

(ii) The Application may be refused by the majority of the

members of the Executive Committee if the members

of the Executive Committee are of the opinion that,

including but not limited to:

(1) there is a conflict of interest;

(2) if such a person was elected, it would prevent

the Executive Committee from operating

satisfactorily; or

(3) the person has had a political role in the

Republic or overseas in the past two (2) years.

(iii) In respect of candidates whose Applications have not

been refused by a majority of the members of the

Executive Committee (the “Candidates”), Individual

Members present in person (or by proxy) at the

Ordinary General Meeting in October/November shall

propose in writing their candidates at the said General

Meeting. Individual Members shall propose in writing

their candidates chosen among Individual Members

and Corporate Members shall propose in writing their

candidates chosen among Corporate Members.shall

vote for their representative Candidate amongst the

Candidates.

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(iv) Corporate Members shall follow the same procedure

for their members who wish to be elected to the

Executive Committee.

Each Individual Member shall have one vote and each

Corporate Member shall have such number of votes as is

equal to the number of Deemed Shares held by it.

Subject to Article 16, cCandidates who have received the

most votes shall be elected and in the case of two (2) or more

personscandidates receiving an equal number of votes, the

chairman of the General Meeting shall have a second or

casting vote. All voting for election of members of the

Executive Committee under this Article shall be by written

secret ballot.

(cd) RESERVE MEMBER. At the Ordinary General Meeting,

the Individual Members shall nominate among themselves

one reserveCandidate, who is an Individual Member having

received the greatest number of votes after the Candidate who

was elected as a member of the Executive Committee who,

shall be designated as a reserve member. He shall

automatically fill any vacancy of an Individual Member in the

Executive Committee created by reason of resignation,

vacation of office (other than retirement of one third of the

members of the Executive Committee as above provided),

disqualification as set out in Article 39 death or removal.

Corporate Members shallwill proceed in the same way for

their reserve member.

18. (a) PRESIDENT, TREASURER, AND GENERAL

SECRETARY. The Executive Committee shall forthwith

elect among themselves a President, a Treasurer and a

General Secretary who shallmust be of French nationality and

registered at the French Embassy in the Republic; provided

that if there is no available French member to fill the position

of Treasurer and/or General Secretary, the Executive

Committee reserves the right to elect a non-French

member(s) as the Treasurer and/or General Secretary (as the

case may be).

The President and the Treasurer must be chosen among the

members of the Executive Committee elected by the

Corporate Members. If there is no person who accepts the

Treasurer position among the Corporate Members, the

Corporate Members in the Executive Committee shall vote to

decide which Individual Member of the Executive Committee

is eligible to fill the Treasurer position. Upon such Individual

Member of the Executive Committee being chosen by the

Corporate Members of the Executive Committee, such

Individual Member’s appointment as Treasurer shall be

subject to a vote by all the members of the Executive

Committee. If at any time, the Treasurer is deemed unsuitable

14

by the majority of the members of the Executive Committee,

he shall resign.

The term of the Treasurer shall not exceed four (4)

consecutive years; and in the case of a Treasurer who has

served a term of four (4) consecutive years, there shall be a

lapse of at least one (1) year before he can be considered for

re-election as the Treasurer.

(b) COMPANY SECRETARY. For the purpose of compliance

with the Act, the Executive Committee shallmay appoint a

company secretary who shall be a resident of the Republic for

such term, at such remuneration and upon such conditions as

they may think fit. The appointment and duties of the

company secretary shall comply with the provisions of the

Act.

(c) EXECUTIVE DIRECTOR. The appointment and dismissal

of the Executive Director shall be at the sole discretion of the

majority of the members of the Executive Committee. The

role of the Executive Director shall be of an operational

nature, and he shall perform the duties that shall be delegated

to him by the Executive Committee.

The Executive Director shall report hierarchically to the

Executive Committee and functionally to the Principal.

POWER OF EXECUTIVE COMMITTEE

19. FUNDS. The Executive Committee shall be responsible for the efficient

management and utilisation of the funds of the Association within the scope and for the purposes

of furthering the aims and objects of the Association as defined in the Memorandum and the

Articles.

20. ACCOUNTABILITY. The Executive Committee shall account in the

General Meeting for the use and employment of funds.

20A. The Executive Committee shall (if the following is required under

applicable laws or regulations) cause each member of the Management Committee as well as its

own members to:

(a) maintain:

(i) a telephone number;

(ii) a residential address; and

(iii) an electronic mail address or a facsimile number,

at which he may be contacted by the Council for Private

Education in relation to any matter concerning the School;

15

(b) upon the registration of the private education institution or his

becoming a manager of the School, notify the Council for Private

Education of the contact information he is required to maintain

under paragraph (a); and

(c) notify the Council for Private Education of any change in the

contact information he is required to maintain under paragraph

(a) within a period of 14 (fourteen) days after the date of the

change.

PROCEEDINGS OF THE EXECUTIVE COMMITTEE

21. MEETINGS. The Executive Committee may meet together for the

despatch of business, adjourn and otherwise regulate their meetings and business as they may

think fit. For the avoidance of doubt, meetings of the Executive Committee may be held by means

such as telephone, video conference or other similar communication by which all persons

participating in the meeting are able to hear or be heard without the need for the participant to be

physically present. The meeting shall be deemed to be held at the place where the Chairman of

the meeting participates in the meeting. Meetings of the Executive Committee may be convened

on request of its President or by a requisition in writing signed by twothree (3) members of the

Executive Committee stating the objects for which such meetings are to be convened and

forwarded to the General Secretary.

22. CHAIRMAN. The President shall be the Chairman and shall preside at

meetings of the Executive Committee, but if at any meeting, the President is not present within

15 (fifteen) minutes after the time appointed for holding the same or if he shall have notified the

Executive Committee of his intention to not be present at the meeting, the members of the

Executive Committee present may choose one of their members to be chairman of the meeting.

23. QUORUM. The quorum necessary for the transaction of the business of

the Executive Committee shall be a majority of the members of the Executive Committee. For

the avoidance of doubt, there shall be at least three (3) members of the Executive Committee for

the purpose of constituting a quorum necessary for the transaction of the business(being more

than half) of the members of the Executive Committee.

24. DECISIONS. Questions arising at any meeting (except as herein

otherwise mentioned) shall be decided by a majority on a show of hands and in case of an equality

of votes the chairman of the meeting shall have a second or casting vote.

25. CONTINUING TO ACT. The continuing members of the Executive

Committee may act notwithstanding any vacancy in that body but if and so long as their number

is reduced below the minimum number of members referred to in Article 16, the continuing

members of the Executive Committee may act for the purpose of

(i) filling up vacancies in their body, or

(ii) summoning a General Meeting for the purpose of electing new members to the Executive

Committee and to comply with the provisions of Article 16.

26. RESOLUTION IN WRITING. The Executive Committee may, if it

thinks fit, transact any of its business by the circulation of papers, and a resolution in writing

signed by a majority of the members thereof shall be valid and effectual as if it had been passed

at a meeting of the Executive Committee.

A resolution in writing or copies thereof signed or approved by letter, telex or

fascimile or other form of visible communication by majority of the members of the Executive

16

Committee (or their alternates) shall be effective for all purposes as a resolution passed at a

meeting of the Executive Committee duly convened, held and constituted.

Any resolution may be signed in counterparts and when so signed all parts shall

be read together as one document. A copy of the resolution signed by the members transmitted

by fax or any form of electronic communication shall be sufficient evidence of the member’s

signature and consent to the resolution for the Executive Committee to declare the resolution valid

and effectual.

None of the foregoing shall relieve any member from the obligation to deliver

the originally signed resolution to the Executive Committee in due course.

27. REMUNERATION, INDEMNITY. A member of the Executive

Committee (as such) may not receive any salary from the Association but he shall be indemnified

out of the funds of the Association in respect of travelling and other expenditure properly incurred

in and about the affairs of the Association.

28. COMPETENCE. Except as provided in Article 26, a meeting of the

members of the Committee for the time being at which a quorum is present shall be competent to

exercise all the authorities, powers and discretions by or under the regulations of the Association

for the time being vested in the Executive Committee generally.

29. VALIDITY OF ACTS. All acts done by any meeting of the Executive

Committee or by any person acting as a member of the Executive Committee, shall

notwithstanding that it is afterwards discovered that there was some defect in the appointment of

any such member of the Executive Committee, or person acting as aforesaid, or that they or any

of them were disqualified, be as valid as if every such person had been duly appointed or was

qualified to be a member of the Executive Committee.

30. VACANCY. Any vacancy occurring in the Executive Committee by

reason of death, resignation or removal or other disability shallwill be filled firstly by the reserve

member nominated in accordance with Article 17(dc) and failing him by such person selected by

the Executive Committee, but the person so chosen shall be subject to the same conditions as to

eligibility and tenure of office as his predecessorhave to stand for election at the next Ordinary

General Meeting. In addition, he shall not be eligible, prior to his election at such Ordinary

General Meeting, to be appointed as President or Treasurer or General Secretary.

31. MINUTES. The Executive Committee shall cause proper minutes to be

made in books provided for the purpose of :

(i) the names of the members present at each meeting of the Executive

Committee; and

(ii) all the resolutions and proceedings at all meetings of the Association and

of the Executive Committee.

All discussions that occurred during the meeting and the minutes of the Executive

Committee shall be kept confidential unless stated otherwise.

PRINCIPAL OF THE SCHOOL

32. (a) RECRUITMENT. Two methods of recruitment are possible:

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(i) Where application is made for the use of funds specially

allocated by the Ministry of Foreign Affairs of France for

such posts, the recruitment is made according to the rules

applicable to teachers seconded abroad through the

Cultural Counscellor for Culture, Science and Education

with the agreement of the Executive Committee.

(ii) Where the recruitment of the Principal is effected directly

without recourse to the financial participation of the

Ministry of Foreign Affairs of France, the Cultural

Counscellor for Culture, Science and Education must

nonetheless give his assent to the application submitted.

In this case, the Executive Committee shallwill determine

the terms and conditions of the contract signed with the

successful applicant.

(b) RESPONSIBILITIES OF THE PRINCIPAL. The Principal

isshall be responsible for the organisation of the School. His

duties are amonginclude the following:

- He willshall prepare the work of the Educational

Committee over which he willshall preside.

- He shall assume the entire educational responsibility of

the School.

- He shall ensure that the quality of the teaching provided

at the School meets the requirements set out in the

Certification Rules which are recognised as meeting the

standard of the French National Curriculum (as defined

by the Inter Ministerial Committee for the Certification

of French Teaching Abroad presided by the French

Ministry of Education).

He recruits, with the agreement of the Cultural

Councellor and the Executive Committee, and

The Principal’s responsibility, as set out in the paragraph above,

is the founding principle of his authority. As such, the Principal

has hierarchal authority over upon all the educational staff

placed at the service of the School and functional authority in

respect of all the other staff whatever their status and regardless

of whom appointed them.

As the person in charge of the organisation of the School and

running of the scholastic educational life of the establishment,

he will shall determine the work of each of the teachers within

the framework of their contracts, draw up time-tables, control

the distribution of teaching material, ensure that proper teaching

is carried out as well as the proper conduct of tests and

examinations. He will shall take all measures in liaison with the

Management Executive Committee and the Executive Director

to ensure the safeguard of persons and property, the sanitation

and hygiene of the establishment.

He isshall be responsible for the order of the establishment. He

will shall ensure the respect of the rights and duties of all the

members of the scholastic educational community and the

application of the internal rules and regulations.

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He will shall take disciplinary action.

He may, in an emergency, particularly in the event of threats or

action against order of the school premises:

- prohibit access to all persons on the premises, whether

they are attached to the establishment or not; or

- suspend all classes or other activities of the School.

In that event he must, as soon as possible, give an explanation

for the decisions taken in application of the present Article and

inform the different Committees and the Cultural Counscellor

for Culture, Science and Education.

THE EDUCATIONAL COMMITTEE

33. EDUCATIONAL COMMITTEE. The Educational Committee will

shall examine and advise the Principal on all educational aspects. The Executive Committee will

shall be kept informed of the deliberations and will shall have to give its approval before

implementation of any decision with cost or financial consequences. For all other matters,

deliberations will shall be validly applied provided the Cultural Counscellor for Culture, Science

and Education does not make any objection within 20 (twenty) days after their publication. In

case of disagreement expressed by the Executive Committee toward such matters without

financial consequences, the final decision willshall then be taken by the Cultural Counscellor for

Culture, Science and Education. A further examination of certain questions may be requested.

The Educational Committee shall advise and present all suggestions to the

Principal on the educational role of the School and all questions pertaining to the running and the

life of the School, including the following

- the creation or cancellation of classes or subjects;

- teaching methods and the use of free periods;

- principles for the development of the school syllabus and the

distribution of the working hours of the teachers and time tables;

- the choice of text books;

- the pedagogic agreements to which the School is a signatory;

- information of staff, parents and students;

- social questions;

- programmes for associations operating within the School

particularly the sports association and, socio-educational and

humanitarian associations.

In respect of the examination of a specific question, the

Educational Committee may, with the agreement of the Principal,

create for the duration of the survey, a special subcommittee and

determine its object and composition.

(a) The Educational Committee will shall comprise of such committee

members as required by the regulations of the Agence pour l'Enseignement Français à l'Etranger

of France (“AEFE Regulations”) as may be amended, modified or supplemented from time to

time.

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For the time being, the Educational Committee is composed ofshall

comprise the following:

(ii) the Principal, Chairman of the Committee;Members

with a right to vote:

(ii) a representative of the Executive Committee who shall

be appointed by its Chairman;

(iiiA) Management:

- two (2) elected representatives of the

administrative and

service personnel; The Principal

- Chairman of the Committee

- The Counsellor for Culture, Science and

Education or his representative

- The Vice-Principal(s)

- The Executive Director or his representative

- The most Senior Education Counsellor, within the

meaning of the AEFE Regulations

- Primary School Director(s), within the meaning of

the AEFE Regulations

(B) Staff:

- Teachers representatives elected at the beginning

of each academic year by their peers

- Representatives of the non-teaching staff elected

at the beginning of each academic year by their

peers

(C) Parents and Students:

- Parents representatives elected for one academic

year, in accordance with the procedure set out in

Article 33(b)

- Students representatives elected by their peers at

the beginning of each academic year

(ii) Consultative Members with no voting rights:

- The French Vice-Consul, head of Consular Section

- The Representatives of French Nationals abroad, or their

representatives as appointed by the Ambassador of France

- The Vice-President of the Student Committee, within the

meaning of the AEFE Regulations

- Local public figures chosen from the French Community

for their competence/expertise in the social, economic and

cultural domain on the Principal's proposal within the

meaning of the AEFE Regulations

- The President of the Association(s) of French in Singapore

or his representative

- The President of the Student Alumni or his representative,

within the meaning of the AEFE Regulations

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- Two Representatives of the Executive Committee duly

appointed by the Executive Committee

- The Regional Coordinator of the AEFE management

(iv) five (5) teachers elected from the School out of which three (3)

shall be from the Primary/Infant Section and two (2) from the

Secondary Section;

(v) five (5) parents of children regularly registered at the School

out of which:

(a) three (3) shall be nominated by the Management

Committee; and

(b) two (2) shall be elected by the parents at the Ordinary

General Meeting held on October/November (one from

the Primary Section and the other from the Secondary

Section);

(vi) two (2) elected representatives from the students; and

(vii) three (3) prominent members of the French community in

Singapore, including:

(a) the representative of the French Business Association;

(b) the representative of the Association Francaise in

Singapore; and

(c) the third member who shall be appointed by the

Chairman of the Educational Committee in agreement

with the Cultural Councellor in view of his competence

in the educational field.

The Vice-Principal, the Director of the Primary School, the Director of

the Kindergarten, the Education Councellor and the Chief Operating Officer are members of the

Educational Committee by right.

The Cultural CouncellorSupervisor or his representative and the

Supervisor may attend all the meetings of the Educational Committee. The Chairman of the

Educational Committee may invite any person whose presence he deems useful at a meeting of

the Educational Committee, on a consultative basis.

The Principal will shall fix dates and times for the meetings of the

Educational Committee, which shall be held at least once a school term, at the beginning of each

school term. He will shall send letters convening the meeting together with the draft agenda and

preparatory documents at least 10 (ten) days prior to the meeting of the Educational Committee.

This period of notice might may be reduced in an emergency at the discretion of the Principal.

The quorum necessary for the transaction of the business of the

Educational Committee shall be a majority of the members of the Educational Committee. If this

quorum is not reached, the Educational Committee will shall be convened with the view of

holding another meeting which must be held within a minimum of 8 (eight) and a maximum of

14 (fourteen) days. It will shall then deliberate validly whatever the number of members present.

In case of an emergency, this period may be reduced at the discretion of the Principal.

The minutes of the meeting of the Educational Committee shall be sent

within ten days following the meeting to its members, the Executive Committee and the Cultural

Counscellor for Culture, Science and Education as soon as practical.

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The Educational Committee shall meet in disciplinary session to decide

upon the proposal submitted by the Principal to expel a student.

(b) All the members of the Educational Committee will be appointed or

elected for a term of 1 (one) year and may be reappointed or reelected. All parents representatives

shall be elected by the Individual Members of the Association for one (1) year through an internet

voting system or any method deemed fit by the General Secretary. The result of the election shall

be confirmed by the Chairman as defined in Article 53 during the Ordinary General Meeting.

(c) The remaining members of the Educational Committee shall be

appointed or elected for a term of one (1) year and may be reappointed or re-elected according to

the AEFE regulations.

34. The Educational Committee, through the Principal or his duly appointed

representative, shall present reports of its work to the Executive Committee who shall decide on

the implementation of the suggested projects.

34A. The Educational Committee shall keep proper records, including records

containing information on but not limited to:

(i) the administration of the courses offered or provided by the

School;

(ii) the teachers deployed by the School;

(iii) the attendance of the students of the School; and

(iv) such particulars as may be prescribed about the School's

administration and governance arrangements, financial viability,

educational programmes and student welfare processes, resources and

other matters.

MANAGEMENT COMMITTEE

35. (a) EXECUTIVE COMMITTEE TO NOMINATE. The

Executive Committee shall nominate for each school established

or carried on by the Association, a Management Committee

whose members may be appointed either for a fixed term or

without limitation as to the period for which each of them is to

hold office, and such nominees shall make application, to the

Director of Education for registration as managers under the

provisions of the Education Act.

(b) REMOVAL, DISMISSAL, RESIGNATION. The Executive

Committee may remove or dismiss a member of the

Management Committee from office and any Mmember so

removed or dismissed and any Mmember whose term of office

has expired and has not been renewed or extended by the

Executive Committee shall forthwith tender his resignation in

writing to the Director of Education as a registered manager

under the Education Act.

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(c) REPLACEMENT. The Executive Committee shall nominate

another member to replace a member of the Management

Committee who has been removed or dismissed or whose term

of office has expired and such nominee shall make application

to the Director of Education for registration as a manager under

the provisions of the Education Act.

(d) A member of the Management Committee may be but need not

be a member of the Executive Committee.

36. MANAGE INTERNAL AFFAIRS. The Management Committee shall manage the

internal affairs of the School in co-operation with the Principal and in consultation with the

Executive Committee and Educational Committee.

367. SPECIAL RESPONSIBILITY. It shall be the special responsibility of

athe Management Committee to conduct the sSchool in accordance with the Education Act, with

the co-operation of the Principal and in consultation with the Executive Committee and

Educational Committee, and in all respects to the satisfaction of the Director of Education.

ACADEMIC BOARD AND EXAMINATION BOARD

37A. ACADEMIC BOARD. The School shall establish and maintain an

Academic Board which shall consist of no fewer than 3 (three) (3) Mmembers in accordance with

the provisions of the Private Education Regulations. The Academic Board shall report to the

Educational Committee.

37AB. RESPONSIBILITIES OF ACADEMIC BOARD. The Academic

Board shall have the following responsibilities:

(a) to develop and review the policies and procedures on all

academic matters of the School, including but not limited to

academic quality assurance measures; and

(b) to facilitate the implementation of and compliance with such

policies and procedures.

37BC. EXAMINATION BOARD. The School shall establish and maintain an

Examination Board which shall consist of no fewer than 3 (three) members in accordance with

the provisions of the Private Education Regulations. The Examination Board shall report to the

Educational Committee.

37CD. RESPONSIBILITIES OF EXAMINATION BOARD. The

Examination Board shall have the responsibility to develop examination and assessment

procedures for the School, including but not limited to:

(a) the security of examination scripts and answer scripts;

(b) the conduct of examinations and assessments;

(c) the duties and responsibilities of invigilators and markers;

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(d) the moderation of examination and assessment marks; and

(e) the handling of appeals from students with regard to examination

or assessment matters.

37DE. VACATION OF OFFICE OF MEMBER OF ACADEMIC

BOARD OR EXAMINATION BOARD. No person shall be appointed or continue to hold

office as a member of the Academic Board or the Examination Board if he:

(a) is an undischarged bankrupt;

(b) has been convicted in any court of law in the Republic or

elsewhere for an offence under the Private Education Act, or for

any other offence involving dishonesty or moral turpitude or the

conviction for which involved a finding that he had acted

fraudulently or dishonestly; or

(c) is otherwise disqualified under the Private Education Act.

SUPERVISORS

38. (a) APPOINTMENT. The Executive Committee shall with the

agreement of the majority of the members of the Management

Committee nominate a member of the school Management

Committee to be nominate one of its members as the supervisor

of the School (the “Supervisor”) either for a fixed term or

without any limitation as to the period for which he is to hold

such office and thereupon the Management Committee shall

recommend such person to the Director of Education for his

approval in accordance with the Education Act. The Supervisor

shall preferably be chosen among the members of the Executive

Committee elected by the Individual Members.

(b) REMOVAL, DISMISSAL, RESIGNATION. The Executive

Committee may remove or dismiss a Supervisor from office and

any Supervisor so removed or dismissed or whose term of office

has expired and has not been renewed or extended by the

Executive Committee shall tender forthwith his resignation in

writing to the Director of Education as an approved Supervisor

under the Education Act.

(c) REPLACEMENT. The Executive Committee with the

agreement of the majority of the members of the Management

Committee shall nominate another Supervisor to replace one

who has been removed or dismissed or whose term of office has

expired and thereupon the Management Committee shall

recommend such person to the Director of Education for his

approval in accordance with the Education Act.

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DISQUALIFICATION OF MEMBERS OF THE COMMITTEES

39. VACATION OF OFFICE. The office of a member of the Executive

Committee, the Educational Committee and the Management Committee shall be vacated if:-

(i) He is or becomes disqualified by law from acting as a director of

a company incorporated under the Act, or if he becomes

bankrupt or makes a composition or scheme of arrangement with

his creditors.

(ii) He is found lunatic or becomes of unsound mind.

(iii) He resigns his office by notice in writing to the Association.

(iv) He is directly or indirectly interested in any contract with the

Association and fails to disclose the nature of his interest in

manner required by the Act.

(v) He is no longer a Member under Articles 7, 8 or 10 of these

Articles.

(vi) He takes on a political role in the Republic or overseas.

(vii) He ceases to be ordinarily resident in the Republic.

(viii) The other members of the Executive Committee, or Management

Committee that he serves on (as the case may be) are of the view

that he utilises his position as a member in any way whatsoever

for the purposes of furthering personal benefit or gain.

(ix) He is deemed unsuitable in accordance with the ethical

principles of the Executive Committee to be a member of the

Executive Committee or Management Committee that he serves

on (where applicable).

40. DISCLOSURE OF INTEREST. Subject to the provisions of the

Memorandum, a member of the Executive Committee shall disclose the nature of his interest in

any contract with the Association and shall not vote in respect of any such contract or any matter

arising thereabout and if he does so vote his vote shall not be counted.

AUTHORISED REPRESENTATIVE

41. AUTHORISED REPRESENTATIVE. The Chairman President of the

Executive Committee or, failing him, the Treasurer or the General Secretary or, failing them, any

member of the Executive Committee appointed by resolution of the Executive Committee, shall

be the authorised representative of the Association.

GENERAL MEETINGS

42. REGULAR MEETINGS. General Meetings shall be held twice in

every calendar year at such time and place as may be prescribed by the Executive Committee and

25

usually at the beginning of the academic year in October/November and in May/June of each

year.

43. DEFINITION OF GENERAL MEETINGS. The General Meeting in

May/June shall be called the Annual General Meeting. The General Meeting in

October/November shall be called the Ordinary General Meeting. All other General Meetings

shall be called Extraordinary General Meetings. However, the Executive Committee may at any

time at their own discretion convene a General Meeting as an Annual General Meeting for the

purpose of complying with the Act.

44. POWER TO CONVENE. The Executive Committee may, whenever

they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings

shall also be convened on the requisition of not less than one-tenth of the total number of the

Members having the right to vote.

NOTICE OF GENERAL MEETINGS

45. PERIOD OF NOTICE. Subject to the provisions of Section 184 of the

Act regarding special resolutions, 14 (fourteen) days' notice at the least (exclusive of the day on

which the notice is served, but inclusive of the day for which the notice is given) specifying the

place, the day and the hour of the General Meeting, and in case of special business the general

nature of that business, shall be given to the Members.

46. ACCIDENTAL OMISSION. The accidental omission to give notice of

a meeting to, or the non-receipt of notice of a meeting by any Member entitled thereto shall not

invalidate the proceedings at any meeting.

AGENDA AT GENERAL MEETINGS

47. EXECUTIVE COMMITTEE SETS AGENDA. Subject to Article 48

below, a General Meeting shall only consider matters which are set out in the notice of the General

Meeting and the agenda or any amendment thereto made by authority of the Executive

Committee. This agenda is set and sent by the Executive Committee to each Member at the same

time as the notice convening the General Meeting.

48. MATTERS TO BE INCLUDED. Members who are desirous of having

particular questions regarding any item in the agenda to be considered at any General Meeting

must communicate in writing the text of such questions to the Executive Committee at least seven

(7) days before the date fixed for the holding of the General Meeting, and subject to applicable

law, the Executive Committee shall have the full discretion to decide whether or not to include

such questions for consideration at the General Meeting.

The agenda for the General Meetings must include:-

(i) At the Ordinary General Meeting

- Approval of the minutes of the Annual General Meeting

- Report on the beginning of the academic year

- Consideration of the interim administrative and financial accounts

for the current and next financial year

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- Election of new members of the new Executive Committee

- Election Confirmation of the members election of the parents’

representatives of the Educational Committee by the Chairman as

defined in Article 53

- Release of the outgoing Executive Committee in its financial and

other functions.

(ii) At the Annual General Meeting

- Approval of the minutes of the Ordinary General Meeting

- Report on the activity of the current academic year

- Approval of the audited accounts for the preceding financial year

- Consideration of the interim administrative and financial accounts

for the current financial year

- Approval of the budget for the subsequent financial year

- Appointment of auditor for the current financial year.

49. POWERS OF GENERAL MEETINGS. Subject to applicable law, the

Members in General Meeting shall have the powers to modify the objects and the Articles of the

Association, and to dismiss the Executive Committee and appoint another in its place.

PROCEEDINGS AT GENERAL MEETINGS

50. SPECIAL BUSINESS. All business shall be deemed special that is

transacted at an Extraordinary General Meeting, and all business shall be deemed special that is

transacted at an Annual General Meeting other than the matters required to be included in the

agenda as stated in paragraph (ii) of Article 48 above, and all business shall be deemed special

that is transacted at an Ordinary General Meeting other than the matters required to be included

in the agenda as stated in paragraph (i) of Article 48 above.

51. QUORUM. No business shall be transacted at any General Meeting

unless a quorum of Members who are entitled to vote thereat is present at the time when the

meeting proceeds to business, and such quorum shall consist of Individual Members holding not

less than one quarter (25%) of the total voting rights of Individual Members for the time being

and Corporate Members holding not less than one quarter (25%) of the total voting rights of the

Corporate Members for the time being present in person or by proxy.

52. ADJOURNED IF NO QUORUM. If within half an hour from the time

appointed for a General Meeting a quorum is not present, the meeting shall stand adjourned to

the same day in the next week at the same time and place, and if at the adjourned meeting a

quorum is not present all Members who are entitled to vote present in person or by proxy thereat

shall be a quorum.

53. CHAIRMAN. The Chairman President of the Executive Committee

shall preside as Chairman at every General Meeting of the Association. If at any meeting the

Chairman President shall not be present within fifteen minutes after the time appointed for

holding the meetings, or if he shall have previously notified the Association of his intention of

not being present, one of the members of the Executive Committee shall preside, or if no member

of the Executive Committee be present or willing to take the chair, the Members present who are

entitled to vote shall choose one of their Members to preside.

27

54. ADJOURNMENT. The Chairman may with the consent of any General

Meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the General

Meeting from time to time and from place to place, but no business shall be transacted at any

adjourned General Meeting other than the business left unfinished at the General Meeting from

which the adjournment took place. When a General Meeting is adjourned for eight (8) days or

more, notice of the adjourned General Meeting shall as far as possible be given in the same

manner as of an original General Meeting. Save as aforesaid it shall not be necessary to give any

notice of an adjournment or of the business to be transacted at an adjourned General Meeting.

55. RESOLUTION DECIDED BY A SHOW OF HANDS. At any

General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands,

and a declaration by the Chairman that a resolution has been carried or carried unanimously, or

by a particular majority, or lost; and an entry to that effect in the book of proceedings of the

Association shall be conclusive evidence of the fact, without proof of the number or proportion

of the votes recorded in favour of or against that resolution.

56. CHAIRMAN HAS CASTING VOTE. In the case of an equality of

votes, the Chairman of the meeting shall be entitled to a second or casting vote.

57. VOTING ENTITLEMENT. Each Individual Member personally

present or represented by proxy shall have one (1) vote. Each Corporate Member shall be entitled

to such number of votes as is equal to the number of Deemed Shares held by it.

57A. (a) ADJUSTMENT OF NUMBER OF VOTES. For the

purposes of passing resolutions at any General Meeting, where

the aggregate number of votes that the Corporate Members are

entitled to under Article 57 are less than the aggregate number

of votes that the Individual Members are entitled to, the

Corporate Members shall be entitled to such additional number

of votes such that the aggregate number of votes that the

Corporate Members are entitled to after adjustment shall be

equal to the aggregate number of votes that the Individual

Members are entitled to. The additional number of votes shall

be distributed in proportion to the number of votes each

Corporate Member is entitled to before adjustment.

(b) For the purposes of illustration, the Corporate Members are

entitled to 80 votes and the Individual Members are entitled to

100 votes, the Corporate Members shall be entitled to an

additional 20 votes (distributed in proportion to the number of

votes each Corporate Member is entitled to under Article 57).

58. MINUTES AND INSPECTION. The minutes of the meeting of the

General Meetings shall be drawn by one of the members of the Executive Committee or any other

person whom he shall nominate. The minutes will be kept by the Executive Committee and be

available for inspection by Members on simple request in writing.

PROXIES

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59. (a) INSTRUMENT OF PROXY. The instrument appointing a

proxy shall be in a form approved by the Executive Committee

and signed by the appointor and shall (except to the extent to

which the proxy is specially directed to vote for or against the

proposed) include power to act generally at the General

Meeting and at any adjournment thereof, for the person giving

the proxy.

(b) LETTER OF AUTHORITY. A letter of authority duly

signed by a director and/or corporate secretary of the Corporate

Member appointing a representative to act as its representative

at a General Meeting or at an Executive Committee meeting

shall be deemed to be valid for all purposes whatsoever of the

relevant meeting.

60. DEPOSIT OF PROXY. The instrument appointing a proxy shall be

deposited with the General Secretary, before the time fixed for holding the General Meeting at

which the person named in such instrument proposes to vote; otherwise the person so named shall

not be entitled to vote in respect thereof. No instrument appointing a proxy shall be valid except

for the General Meeting mentioned therein and any adjournment thereof.

61. REVOCATION OF PROXY. A vote given in accordance with the

terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of

the principal, or revocation of the proxy, provided no intimation in writing of the death, insanity,

or revocation shall have been received by the General Secretary before the time fixed for holding

the General Meeting, or if the meeting has been adjourned, before the time fixed for holding the

adjourned meeting.

62. TIME FOR OBJECTION TO VOTE. No objection shall be made to

the validity of any vote except at a General Meeting at which such vote shall be tendered and

every vote whether given personally or by proxy not disallowed at such General Meeting shall be

deemed valid for all purposes whatsoever of such General Meeting.

ACCOUNTS

63. ACCOUNTS. The Executive Committee shall cause proper books of

account to be kept with respect to all sums of money received and expended by the Association

and the matters in respect of which the receipt and expenditure takes place and the assets and

liabilities of the Association.

64. KEEPING OF ACCOUNTS. The books of account shall be kept at

the Registered Office of the Association or at such other place or places as the Executive

Committee think fit, and shall always be open to the inspection of the members of the Executive

Committee during normal business hours.

65. INSPECTION OF ACCOUNTS. The Executive Committee shall from

time to time determine at what times and places and under what conditions or regulations the

accounts and books of the Association or any of them shall be open to the inspection of Members

not being members of the Executive Committee and no Member (not being a member of the

Executive Committee) shall have any right of inspecting any account or book or document of the

Association except as conferred by law or by the Memorandum or the Articles or authorised by

the Executive Committee or by the Association in General Meeting.

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66. PRESENTATION OF ACCOUNTS. The Executive Committee shall

from time to time in accordance with the provisions of the Act cause to be prepared and to be laid

before the Association in General Meeting such income and expenditure accounts, balance sheets

and reports as are referred to in that Act.

67. BALANCE SHEET TO BE SENT TO MEMBERS. A copy of every

balance sheet (including every document required by law to be annexed thereto) which is to be

laid before the Association in General Meeting together with a copy of the Auditor's Report shall

not be sent less than 14 (fourteen) days before the date of the meeting be sent to all persons

entitled to receive notice of General Meetings of the Association.

67A68. ANNUAL REPORT. The Executive Committee shall prepare and

submit to the Council for Private Education, by the 31st of December each year, an annual report

on the activities and affairs of the Associations in accordance with the Private Education Act

2009.

68. RECEIPTS. The Treasurer shall receive all moneys coming into the

Association. His receipt shall be the only sufficient discharge and he shall pay into a Bank to be

named by the Executive Committee all money received by him.

69. CHEQUES. All cheques shall be signed by 2 (two) persons to be

designated by the Executive Committee.

AUDIT

70. AUDITORS. Auditors shall be appointed and their duties regulated in

accordance with the provisions of the Act.

THE SEAL

71. SEAL. The Executive Committee may from time to time make

regulations as to the custody and use of the Seal. Until arrangements to the contrary shall be made

by the Executive Committee, the Seal shall be kept at the Registered Office or at such other place

as the Executive Committee shall from time to time determine, and all documents requiring the

Seal to be affixed thereto shall be signed (i) by two members of the Executive Committee and (ii)

by the General Secretary or some other person appointed by the Executive Committee.

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NOTICES

72. SERVICE. A notice may be served by the Association upon any

Member either personally or by sending it through the post in a prepaid letter addressed to such

Member at his address appearing in the register of Members kept by the School, and any

communication, request, notice or proxy to be given by any Member under any of these Articles

shall be delivered to the Registered Office for the attention of the Association or the Executive

Committee or the person referred to in the relevant Article, as the case may be. A notice may also

be served by the Association upon any Member by electronic means:

- at his electronic mail address (“email address”) as appearing

in the Register of Members (if any); or

- at any other email address or website supplied by him to the

Association for the purpose of such transmission.

73. PROOF OF SERVICE. Any notice served by post to a Member shall

be deemed to have been served on the day following that on which the letter containing the same

is put into the post and in proving such service it shall be sufficient to prove that the letter

containing the notice was properly addressed and put into the post office as a prepaid letter.

INDEMNITY

74. INDEMNITY FOR COMMITTEE AND STAFF. Every member of

the Executive Committee, officer or other servant of the Association shall be indemnified out of

the funds of the Association against all liability incurred by him as such member of the Executive

Committee, officer or servant in defending any proceedings whether civil or criminal, in which

judgement is given in his favour, or in which he is acquitted or in connection with an application

under the Act in which relief is granted to him by the Court.

WINDING UP

75. (a) MEMORANDUM CLAUSES APPLICABLE. Clauses 4, 6

and 7 of the Memorandum relating to the winding up and

dissolution of the Association shall have effect as if the

provisions thereof were repeated in these Articles.

(b) RESOLUTION TO WIND-UP. The dissolution of the Association

may be resolved by a majority of two-thirds of the Members

convened in Extraordinary General Meeting. Subject as

aforesaid, such meeting shall decide on the conditions in which

such dissolution shall be effected.

(c) NOTIFICATION TO COMMISSIONER OF CHARITIES,

OR THE SECTOR ADMINISTRATOR. Upon the

dissolution of the Association, the Commissioner of Charities,

or the Sector Administrator as designated by the Minister under

the Charities Act (Chapter 37) of Singapore must be notified in

writing.

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Names, Addresses and Descriptions of Subscribers

PIERRE COUPRIE

31 Ridout Road, Singapore

Managing Director

PATRICK HAYS

35 Leedon Road, Singapore

General Manager

PHILIPPE MICHOUD

48 Chancery Lane, Singapore

Asst. To President

CHARLES REYBET-DEGAT

98 Binjai Park, Singapore

Deputy Manager

PIERRE VENTADOUR

2301 Ardmore Park, Pangkor Block, Singapore

Chief Manager

CLAUDE AUBRIOT

25V Balmoral Point, Balmoral Road, Singapore

Housewife

BERNARD DECHAILLE

3 Swiss Cottage Estate, Singapore

Sub-Manager

JACQUES PATAIN

3004 Tioman Block, Ardmore Park, Singapore

Sub-Manager

Dated this 6th day of October 1980

Witness to the above signatures: HARIDASS AJAIB

Advocate & Solicitor

Netto Low & Partners

2301-2302 Clifford Centre

Singapore