What is an Extraordinary General Meeting ?
Any meeting other than the Annual General Meeting (AGM) is an Extraordinary General Meeting (EGM). EGMs are called when there are matters that require approval before the next AGM can be held.
Calling an EGM
There are 2 ways for shareholders to call an EGM or require an EGM by giving notice to the Board of directors:
- Any members holding at least 10% of the total voting rights
- Two of more shareholders of a company holding at least 10% of the company’s share capital (excluding treasury shares).
Usually the Articles of Association provides that the directors (or in some instances, any one director) may call an EGM.
Notice of an EGM
Notice of an EGM may be given at least 14 days in advance, subject to Resolutions that require special notice (i.e. up to 28 days notice) are:
1) Special resolutions for public companies (which require 21 days’ notice)
2) Any more stringent requirements of the Articles of Association or the Companies Act.
For private companies, a minimum notice period of at least 14 days is required for all meetings.
Type of resolutions | notice period for private companies | notice period for public companies |
|---|---|---|
Ordinary Resolutions | 14 days | 14 days |
Special Resolutions under S184(1) of the CA | 14 days | 21 days |
If the company wants to have a shorter notice period, shareholders holding 95% or more voting rights of all the members may consent to short notice than the above requirements under S177(3) of the CA.
Notices must be given to all shareholders who have a right to vote.
The company’s auditor is also entitled to notice of meetings.
Notices must contain sufficient detail of the business to be discussed and passed at the EGM. The date, place and time of the meeting should be clearly stated in the notice. The notice should contain the agenda of the EGM to inform the shareholders on the matters to be tabled and discussed at the meeting. It is similar to the notice for AGM which are sent out to all the members prior to the meeting.
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