COVID-19: Singapore Regulators Grant 60-Day Extension for Companies’ Annual General Meetings

In light of the coronavirus (COVID-19) pandemic, the Monetary Authority of Singapore, Accounting and Corporate Regulatory Authority, and Singapore Exchange Regulation on 7 April announced that they will automatically extend by 60 days the deadline for all companies to hold their annual general meetings.

ACRA Grants Extension for Holding AGMs and Filing Annual Returns

The Accounting and Corporate Regulatory Authority (ACRA) announced that it will grant an automatic 60-day extension to all companies whose annual general meetings (AGMs) are due between 16 April-31 July 2020. Companies that had previously been granted extensions to hold AGMs within this period will also be given an additional 60 days from the last date of extension. The annual return (AR) filing due dates for the period 1 May-31 August 2020 for all listed and non-listed companies will also be extended for 60 days. There is no need for these companies to apply for the extension with ACRA.

ACRA will also not impose any penalties on listed and non-listed companies whose AGMs are due during 1 April-15 April 2020 if they hold the AGM within 60 days of the due date. Their AR filing due dates will also be extended for 60 days. There is no need for these companies to apply for the extension of time.

The table below summarizes the new AGM dates and AR filing deadlines for all listed and non-listed companies:

For companies that have AGM due dates beyond July 2020, ACRA will consider if there is a need to extend time at a later date.

SGX Grants Extension for Holding AGMs and Issuing ARs

For listed companies, the Singapore Exchange Regulation (SGX RegCo) also announced that an automatic 60-day extension will be granted to all listed companies with a financial year-end (FY-end) on or before 31 March 2020.

The table below summarizes the new AGM and AR due dates for listed companies:

Listed companies with a 31 December 2019 FY-end date should note that they are still required to issue their ARs by 15 April 2020. This is consistent with the current requirements as set out in SGX RegCo’s 27 February announcement.

Meanwhile, listed companies will need to notify SGX RegCo by email to mautomaticagmwaivers@sgx.com of, and announce via SGXNet

• their relevant FY-end and the indicative timeline to convene their AGM, and
• the board of directors’ confirmation that the extension will not be in contravention of any laws and regulations governing the listed company and its constitution (or the equivalent in the listed company’s country of incorporation).

Listed companies will not be required to apply to ACRA (if they are Singapore-incorporated companies) or the Monetary Authority of Singapore (if they are listed business trusts or real estate investment trusts), and no response will be required from SGX RegCo.

Notice to Shareholders

SGX RegCo reiterated that listed companies are strongly encouraged to provide at least 21 days’ notice to shareholders regarding AGMs to allow shareholders to consider the matters, 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).

In view of the “circuit breaker” measures announced by the Prime Minister and the Ministry of Health on 3 April to elevate safe-distancing measures, SGX RegCo has stated that further guidance will be provided and urged listed companies to adhere to the latest advisories and make timely disclosures to shareholders on the business impact of these developments. Listed companies are also reminded to put in place arrangements to ensure that they will be able to release announcements on SGXNet.

Coronavirus COVID-19 Task Force

For our clients, we have formed a multidisciplinary Coronavirus COVID-19 Task Force to help guide you through the broad scope of legal issues brought on by this public health challenge. We also have launched a resource page to help keep you on top of developments as they unfold. If you would like to receive a daily digest of all new updates to the page, please subscribe now to receive our COVID-19 alerts.

Contacts

If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following Morgan Lewis lawyers:

Singapore
Yap Wai Ming