In light of the implementation of the Movement Control Order (‘MCO’) by the Malaysian Government to contain the outbreak of the Covid-19 virus, the Securities Commission Malaysia (‘SC’) and Bursa Malaysia Securities Berhad (‘Exchange’) announced on 17 March 2020 measures to allow flexibility on the timing of annual general meeting (‘AGM’) for a listed Real Estate Investment Trust (‘REIT’) and issuance of quarterly and annual reports by a corporation that is listed on the Main Market or the Ace Market of the Exchange (‘listco’).
Annual general meeting
The SC has granted the management company of a listed REIT which has a financial year ending on 31 December 2019 an extension of two months until 30 June 2020 to hold its annual general meetings. For more information, please click here
Section 340(2) of the Companies Act 2016 (‘CA2016) requires a public company to hold its AGM within six months from the company’s financial year end and not more than 15 months after its preceding AGM. Any extension of time for a listco to hold its AGM outside the periods stipulated in section 340(2) requires the approval of the Registrar under section 340(4) of CA2016.
According to the Exchange, the Companies Commission of Malaysia (‘CCM’) has issued a statement on 16 March 2020 as to the circumstances in which it will consider a company’s application for an extension of time to hold its AGM.1
The Exchange has accorded the following flexibilities to a listco for the period during which the MCO remains in effect, namely from 18 to 31 March 2020 –
- Where a listco has issued its annual report that includes its annual audited financial statements and the auditors’ and directors’ report (‘AR’) together with its notice of AGM (AGM notice’) before 17 March 2020, the listco may issue its AGM notice again if the AGM is for 30 days or more, in the same manner as in the case of the original AGM.2
- Where a listco has yet to issue its AGM notice, it may issue the AGM notice separately from the AR; the listco must ensure that the information contained in its AR is made up to a date which is not earlier than six weeks from the date of issue of the AR. The Exchange will consider a listco to have complied with the requirements of the Main Market Listing Requirements (MMLR’) or the ACE Listing Requirements3 (‘ACE LR’) in relation to the issuance of the AR to the Exchange and its shareholders, if the listco has announced its AR via Bursa Link within four months from the close of its financial year.
- Where the AGM notice or adjourned AGM notice is sent by a listco to its shareholders after the issuance of the AR according to paragraphs 1 or 2 above, the listco will not be required to update the prescribed information in the AR in accordance with the relevant requirements of the MMLR or ACE LR, as applicable.4
- A listco may apply to the Exchange for an extension of time to submit its quarterly report5 or its AR6. The application will be considered by the Exchange on the following basis -
- whether the preparation of the listco’s financial statements is affected due to the MCO or other measures imposed by the authorities in response to the Covid-19 outbreak; or
- whether the operations of the listco are significantly affected by the Covid-19 outbreak.
Further details of the Exchange’s announcements are available here
The link provided to the CCM’s statement in the Exchange’s letter of 17 March 2020 does not appear to be functioning. The requirements set out in the CCM’s Practice Note 3/2018
may be relevant.
Paragraph 9.23 of the MMLR and Rule 9.23 of the ACE LR.
Paragraph 9.25(2) of the MMLR requires certain information stipulated in Part A of Appendix C to be made up to a date not earlier than six weeks from the date of the AGM notice in the AR whilst Rule 9.25(2) of the ACE LR requires certain information stipulated in Appendix C to be made up to a date not earlier than six weeks from the date of the AGM notice in the AR.
Paragraph 9.22 of the MMLR and Rule 9.22 of the ACE LR require a listco to announce its quarterly results within two month from the end of each financial quarter.
Paragraph 9.23 of the MMLR and Rule 9.23 of the ACE LR require a listco to issue its AR within four months from the end of its financial year.