Esprit : Amended and Restated Bye-Laws

AMENDED AND RESTATED BYE-LAWS

OF

Esprit Holdings Limited

(Adopted pursuant to an annual general meeting

held on 29 June 2022)

	I N D E X
SUBJECT	Bye-LawNo.
Interpretation	1-2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-65
Voting	66-74
Proxies	75-80
Corporations Acting By Representatives	81
Written Resolutions Of Members	82
Board Of Directors	83
Retirement Of Directors	84-85
Disqualification Of Directors	86
Executive Directors	87-88
Alternate Directors	89-92
Directors' Fees And Expenses	93-96
Directors' Interests	97-100
General Powers Of The Directors	101-106
Borrowing Powers	107-110
Proceedings Of The Directors	111-120
Managers	121-123
Officers	124-127
Register of Directors and Officers	128
Minutes	129
Seal	130
Authentication Of Documents	131
Destruction Of Documents	132

I N D E X(continued)
SUBJECT	Bye-LawNo.
Dividends And Other Payments	133-142
Reserves	143
Capitalisation	144-145
Subscription Rights Reserve	146
Accounting Records	147-151
Audit	152-157
Notices	158-160
Signatures	161
Winding Up	162-163
Indemnity	164
Alteration Of Bye-laws And Amendment To
Memorandum of Association And Name of Company	165
Information	166

INTERPRETATION

1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
"Act"	the Companies Act 1981 of Bermuda.
"Auditor"	the auditor of the Company for the time being and may
	include any individual or partnership.
"Bye-laws"	these Bye-laws in their present form or as supplemented
	or amended or substituted from time to time.
"Board" or "Directors"	the board of directors of the Company or the directors
	present at a meeting of directors of the Company at
	which a quorum is present.
"capital"	the share capital of the Company from time to time.
"clear days"	in relation to the period of notice that period excluding
	the day when the notice is given or deemed to be given
	and the day for which it is given or on which it is to take
	effect.
"clearing house"	a clearing house recognised by the laws of the
	jurisdiction in which the shares of the Company are
	listed or quoted on a stock exchange in such jurisdiction.
"close associate"	in relation to any Director, shall have the same meaning
	as defined in the rules of the Designated Stock Exchange
	("Listing Rules") as modified from time to time, except
	that for purposes of Bye-law 100 where the transaction
	or arrangement to be approved by the Board is a
	connected transaction referred to in the Listing Rules, it
	shall have the same meaning as that ascribed to
	"associate" in the Listing Rules.
"Company"	Esprit Holdings Limited.
"competent regulatory	a competent regulatory authority in the territory where
authority"	the shares of the Company are listed or quoted on a
	stock exchange in such territory.

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"debenture" and	include debenture stock and debenture stockholder
"debenture holder"	respectively.
"Designated Stock	a stock exchange which is an appointed stock exchange
Exchange"	for the purposes of the Act in respect of which the shares
	of the Company are listed or quoted and where such
	appointed stock exchange deems such listing or
	quotation to be the primary listing or quotation of the
	shares of the Company.
"head office"	such office of the Company as the Directors may from
	time to time determine to be the principal office of the
	Company.
"Member"	a duly registered holder from time to time of the shares
	in the capital of the Company.
"month"	a calendar month.
"Notice"	written notice unless otherwise specifically stated and as
	further defined in these Bye-laws.
"Office"	the registered office of the Company for the time being.
"paid up"	paid up or credited as paid up.
"Register"	the principal register and where applicable, any branch
	register of Members to be kept pursuant to the
	provisions of the Act.
"Registration Office"	in respect of any class of share capital such place as the
	Board may from time to time determine to keep a branch
	register of Members in respect of that class of share
	capital and where (except in cases where the Board
	otherwise directs) the transfers or other documents of
	title for such class of share capital are to be lodged for
	registration and are to be registered.
"Seal"	common seal or any one or more duplicate seals of the
	Company (including a securities seal) for use in
	Bermuda or in any place outside Bermuda.
"Secretary"	any person firm or corporation appointed by the Board
	to perform any of the duties of secretary of the Company
	and includes any assistant, deputy, temporary or acting
	secretary.

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