EXHIBIT 3.1
The following amendments to the 2016 Constitution of Flex Ltd. were approved by the Company’s shareholders at the Extraordinary General Meeting of Shareholders held on August 20, 2019. For ease of reference, the full text of the Articles altered has been reproduced and the alterations highlighted. Additions are indicated by underlining and deletions are indicated by strikethroughs.
(1) Amendment to Article 54 of the 2016 Constitution
54. (A) Subject to the provisions of the Act the Company shall in each year hold an Annual General Meetingin accordance with the provisions of the Act | Annual General Meeting. | |
(B) | All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. | |
(C) | The time and place of any General Meeting shall be determined by the Directors. |
(2) Amendment to Article 58 of the 2016 Constitution
58. Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes: | Routine business. |
(a) | Declaring dividends; | |
(b) | Reading, considering and laying the financial statements, the Directors' statement and Auditor's report, and other documents required to be attached to the financial statements; | |
(c) | Appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement | |
(d) | Appointing or re-appointing the Auditor and fixing the remuneration of the Auditor or determining the manner in which such remuneration is to be fixed. |
(3) Amendment to Article 82 of the 2016 Constitution
82. Subject to the other provisions of Section 145 of the Act, the number of the Directors, all of whom shall be natural persons, shall not be less than two nor, unless otherwise determined by the Company in General Meeting, more than | Number of Directors. |
(4) Amendment to Article 90 of the 2016 Constitution
90. A Chief Executive Officer (or a person holding an equivalent position) who is a Director shall | Resignation, retirement and removal of the Chief Executive Officer. |
(5) Amendment to Article 94 of the 2016 Constitution
94. At each Annual General Meeting | Retirement of Directors. |
(6) Amendment to Article 95 of the 2016 Constitution
95. |
(7) Amendment to Article 97 of the 2016 Constitution
97. In accordance with the provisions of Section 152 of the Act, the Company may by Ordinary Resolution of which special notice has been given remove any Director before the expiration of his period of office, notwithstanding anything in this Constitution or in any agreement between the Company and such Director but without prejudice to any claim he may have for damages for breach of any such agreement. The Company in General Meeting may appoint another person in place of a Director so removed from office | Removal of Directors. |
(8) Amendment to Article 100 of the 2016 Constitution
100. The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. | Directors' power to fill casual vacancies and to appoint additional Director. |
(9) Amendment to Article 116 of the 2016 Constitution
116. (A)Where the Company has a Seal, the | Seal. |
(B)Where the Company has a Seal, every | Affixing Seal. |
(C)Where the Company has a Seal, the | Official seal. |
(D)Where the Company has a Seal, the | Share Seal. |