SGX RegCo gives two-month extension for AGMs

Issuers will be allowed to hold AGMs for their 2019 results until 30 June.

Due to concerns about large-group meetings amidst COVID-19, the Singapore Exchange Regulation (SGX RegCo) will allow issuers with a 31 December financial year-end, up to 30 June 2020 to hold annual general meetings (AGMs) to approve their 31 December 2019 financial results.

Issuers may consider alternative arrangements like virtual information sessions before their AGMs or a simultaneous webcast of the proceedings to provide shareholders with a forum to ask questions and engage with management and the Board of Directors.

“Shareholders may vote via proxies without attending the AGM physically. Issuers may also arrange for alternative AGM venues to reduce the congregation of large number of shareholders at any one particular venue,” SGX RegCo added.

The waiver is in addition to the 7 February 2020 announcement that allows companies with principal place of business in China or significant operations in the Mainland to hold their AGMs until 30 June 2020.

The earlier waiver was in response to feedback from audit professionals about their practical difficulties in performing the statutory audits for FY December 2019, due to the measures put in place by the authorities in response to the COVID-19 situation.

Issuers that want to use the waiver are required to issue their annual reports to shareholders and SGX by 15 April 2020. Issuers must subsequently provide the requisite AGM notice of at least 14 days.

They are also required to release their unaudited financial statements for FY December 2019 (until 29 February 2020) as well as auditor adjustments.

The waiver will be granted to issuers if their financial year-end is 31 December 2019; and if they have the approval of a similar application for extension of time by the Accounting and Corporate Regulatory Authority (ACRA) or other relevant regulatory authorities.

ACRA will process and allow these applications for extension through its existing on-line system and waive the related fees.

Issuers seeking the waiver must notify SGX RegCo via the Submissions Portal regarding their interest for a waiver, how they have met the criteria, and the indicative timeline to convene their AGM.

Upon confirmation from SGX RegCo, issuers are to announce via SGXNet the waiver, the indicative timeline to convene their AGM, and confirmation of compliance with waiver conditions.

The Waiver Conditions include the Board of Directors’ confirmation that the issuer has fulfilled the criteria, the Board’s confirmation that the waiver will not be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer’s country of incorporation), and the issuance of the annual report to shareholders and SGX by 15 April 2020.

Issuers are still subject to continuous disclosure obligations.