Template for Notice of Extraordinary General Meeting

Overview

If a company intends to hold an Extraordinary General Meeting (EGM), one of the things it has to do beforehand is to provide written notice of the meeting to every member of the company.

This guide highlights the matters to take note of when a company issues such a notice for an EGM.

Notice Period

Generally, the minimum notice periods for the holding of an EGM for private and public companies are as follows, subject to the company constitution which may provide for a longer period:

	Private Companies	Public Companies
EGM for the Passing of an Ordinary Resolution	14 days	14 days
EGM for the Passing of a Special Resolution	14 days	21 days

To be clear, these notice periods do not include the day on which the notice is served or treated to be served, but do include the day for which notice is given.

For example, if a private company intends to hold an EGM to pass an ordinary resolution on 15 January, then the latest date that the notice for the EGM can be served is 1 January. In this case, the 14-day notice period runs from 2 January to 15 January.

The notice period can also be shortened if this is agreed to by a majority holding at least 95% of the total voting rights of all the members who have a right to vote at the meeting.

Content of the EGM Notice

The purpose of the EGM notice is to inform the members of the company about the business that will be transacted at the meeting. Thus, the notice should include the following information:

Where the EGM will be held.
The date and time of the EGM.
Who convened the EGM. EGM can be convened by the board of directors, either of its own accord or upon requisition by members of the company holding at least 10% of the total number of paid-up voting shares, or by 2 or more members of the company holding at least 10% of the total number of issued shares (excluding treasury shares).
The general nature of the business matters that will be discussed at the meeting. It is important that sufficient detail is included, to enable members to make informed choices as to whether they should attend the meeting and vote for or against any proposed resolutions.
Instructions for members of the company who want to appoint proxies to represent and vote on their behalf.
Instructions for corporations who are members of the company to appoint representatives to act on their behalf.

Mode of Delivery of the EGM Notice

The company is required to deliver the EGM notice in writing to every member of the company, regardless of whether they have the right to vote at the meeting.

The company constitution will generally provide for the mode of delivery of the EGM notice. This can include:

Sending by post, such that the notice is deemed to be effected at the time of posting; and
Sending electronically, either by electronic transmission to the current address of the member (e.g. email) or by electronic publication on a website (e.g. the company’s website).