1. Fatima owns 20 per cent of the shares in Kernings Ltd. At the recent AGM of Kernings Ltd, Fatima moved a motion that one of the directors of Kernings Ltd be removed and replaced with a director nominated by Fatima. It is now three months since the AGM and Fatima has asked you whether she can force the board of Kernings Ltd to call a general meeting to consider a resolution to remove the director and replace them with Fatima's nominee. Advise Fatima. Jacqui and Bruce are the directors of a company called Karate Australia Ltd, which runs a number of schools teaching students the ancient art of karate. Chuck is a shareholder of Karate Australia Ltd and has a number of issues concerning the way in which the karate business is being operated. A, Karate Australia Ltd has not called an AGM for two years. Does the company need to hold regular meetings? B, Chuck believes that there are not enough good karate instructors in Australia and he wants to change the constitution of Karate Australia Ltd to provide that the company can only have four karate schools in Australia, thereby maintaining the quality of the schools. How can he

do? C, Jacqui and Bruce have decided to hold a shareholders' meeting for Karate Australia Ltd. They want all shareholders to attend. Jacqui and Bruce are concerned, however, since the shareholders of Karate Australia Ltd are located all over Australia. Jacqui comes up with the idea that they should conduct the meeting using Skype, but Bruce thinks meetings need to happen face-to-face with the shareholders. Advise. 2. Chuck wants to attend the meeting that Jacqui and Bruce have called but unfortunately he will be working on the day of the meeting. Chuck's friend Claudia is also a shareholder of Karate Australia Ltd and says she would be happy to vote on Chuck's behalf at the meeting. Advise Chuck. 3. Karate Australia Ltd is extremely profitable, but it has never paid a dividend, as Jacqui and Bruce are financially conservative and think the company needs to retain the cash to have a buffer to protect itself, just in case there is an economic slowdown. Can Chuck force Jacqui and Bruce to declare a dividend? 4. Chuck has had enough of the company and now wants to sell his shares to Claudia, who is willing to purchase them. How can Chuck and Claudia complete?

transaction? Would it make any difference if Karate Australia Ltd were a proprietary company? 5. Britney and Celine are directors of Pink Ltd. Pink Ltd is a non-listed public company that is in the music promotions business. It has been running for several years at a massive loss because it has spent enormous amounts of money bringing unpopular 70s musicians to Australia. The Leo Sayer Downunder Tour caused a $2 million loss in 2007, the Rupert Holmes Spectacular resulted in a $3.5 million loss in 2008, and the Bee Gees Revival lost the company $1.9 million in 2009. During the 2010 financial year, things started looking up for Pink Ltd. They signed a contract with an aspiring young talent called Justin Badhair. The Badhair tour attracted enormous crowds, and Pink Ltd generated a $1.1 million profit during the 2010 financial year. Britney and Celine now want to declare a $1 million dividend for their long-suffering shareholders. Advise Britney and Celine. 6. Hayato, Kirra and Jon are the directors of AK Pty Ltd. The shareholders of AK Pty Ltd are Hayato (200 shares) and Kirra (one share). Hayato wants to call a directors' meeting in order to pass a resolution to declare a dividend. Can Hayato call a directors' meeting? How would he go about this? If the directors fail to pass the resolution, can Hayato call a shareholders' meeting to pass a resolution forcing the directors to declare a dividend? How can Hayato remove Kirra and Jon as directors? Is there any other way Hayato could go about having a dividend declared?