Singapore Exchange Regulation (SGX RegCo), in consultation with the Accounting and Corporate Regulatory Authority (ACRA) and the Monetary Authority of Singapore (MAS), will automatically extend by 60 days the deadline for all issuers with financial year-end (FY-end) on or before 31 March 2020 to hold their annual general meetings (AGMs)[1].
Issuers must issue their annual reports to shareholders and the exchange at least 14 days before the date of the AGM, except for issuers with 31 December 2019 FY-end, which will still need to issue their annual reports by 15 April 2020[2]. Please refer to the Annex for details.
This is in light of the latest government advisories and measures amid the COVID-19 situation which could make the holding of AGMs and the performance of statutory audits for full-year financial results challenging.
ACRA has also today announced that it will grant an extension of 60 days for all companies whose AGMs are due during the period 16 April 2020 to 31 July 2020.
Issuers will need to notify SGX RegCo by email to automaticagmwaivers@sgx.com of, and announce via SGXNet, the following:
- their relevant FY-end and the indicative timeline to convene their AGM; and
- the Board of Directors’ confirmation that the time extension 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).
Issuers need not apply to ACRA (if they are Singapore-incorporated companies) or MAS (if they are listed business trusts or real estate investment trusts), and no response will be required from SGX RegCo.
SGX RegCo had on 7 and 27 February 2020 announced measures to give time extensions for issuers with 31 December FY-end to hold their AGMs by end-June 2020. Today’s announcement is in addition to those announcements except in two matters where today’s announcement supersedes the earlier ones: the time extension which is now automatic and the extended deadline for AGMs for 31 December FY-end which is now 29 June 2020.[3]
Issuers are also strongly encouraged to provide at least 21 days’ notice to shareholders on the general meetings to allow shareholders to consider the matters, to pose questions if necessary and vote via proxy. Should there be any material adjustments subsequently made by auditors resulting in material variance from the previously announced unaudited full-year results, this must also be immediately disclosed pursuant to Mainboard Rule 704(6)/Catalist Rule 704(5).
We also note that the Prime Minister and the Ministry of Health have announced on 3 April 2020 elevated safe distancing measures and the closure of workplace premises. We are assessing the impact of these “circuit breaker” measures on the holding of AGMs and intend to guide the market shortly. We urge all issuers to adhere to the latest advisories and make timely disclosures to shareholders on the business impact of these developments. Issuers are also reminded to put in place arrangements to ensure that they will be able to release announcements on SGXNet.
[1] Listing Rule 707(1) provides that an issuer must hold its annual general meeting within four months from the end of its financial year.
[2] Please refer to SGX RegCo’s 27 February 2020 regulatory announcement.
[3] Issuers with 31 December FY-end must therefore hold their AGMs by 29 June 2020 and issue their annual reports by 15 April 2020.
Annex
Key dates on AGM and annual report extension
*Note: As mentioned above, issuers with 31 December 2019 FY-end will still need to issue their annual reports by 15 April 2020. This is consistent with current requirements as set out in SGX RegCo’s 27 February 2020 regulatory announcement.
