I have been pushing for the long overdue FY2021 AGM of ASTI Holdings to be held. SGX Regco and ACRA had only granted extensions up to September 2022 for the FY2021 AGM, and it was only on 16 August 2023 that the company finally issued its notice of the FY2021 AGM to be held on 31 August 2023. The timing of the FY2022 AGM due by 30 April 2023 remains uncertain as the external auditors, EY, have resigned and the company is proposing to appoint RT LPP as the new auditors, who will then have to commence the audit for the FY2022 financial statements. SGX has rejected further applications of extension of time to hold the FY2021 and FY2022 AGMs.

The notice of the FY2021 AGM was only issued after requisitioning shareholders called a meeting under section 177 of the Companies Act on 18 July 2023. The board has repeatedly declared, on the basis of legal advice it purportedly obtained, that the notice and the EGM are invalid, urging shareholders not to attend and vote. On 21 August 2023, SGX Regco issued an announcement urging all parties to work towards successful conduct of requisitioned meetings. It specifically mentioned the section 177 meeting called by the requisitioning shareholders of ASTI. It reiterated that “where the shareholding threshold to requisition a general meeting has been met, the democratic process should, as a matter of principle, be allowed to proceed. It added: “If the company feels such a requisitioned meeting should not proceed despite engagement with the requisitionists, it can seek a court ruling on the matter.”

ASTI’s board did not seek a court ruling, and has instead continued to rely on the advice of its own lawyer (whose identity has not been disclosed), to thwart the EGM. This is despite SGX Regco having made its position quite clear. The company announced on 22 August that it had noted SGX Regco’s announcement and had written a letter to it “seeking urgent clarification of the matters” mentioned in SGX Regco’s announcement.

On 22 August, the EGM duly proceeded. At the EGM, all the resolutions were passed, which means that all five incumbent directors were removed and five new directors were appointed. According to the media release issued by the requisitioning shareholders, more than 220 million shares voted by proxy or in person at the EGM, with approximately 95.5% of the total number of votes in favour of the resolutions. The total number of shares voted was about one-third of the total issued and outstanding shares. In any case, the number of shares voted does not matter as long as the EGM was validly held.

Unless the ASTI board successfully obtains a court ruling that the EGM is indeed invalid, the directors who were removed at the EGM are no longer in office. The new directors who were voted in at the EGM are now in charge.

I believe SGX Regco should now direct the company not to proceed with the AGM on 31 August. The directors who were removed should not be presiding over the AGM and the resolutions relating to the re-election of four of the five directors are no longer applicable if they were validly removed.