Company AGMs: Dos and don'ts

[dzwm87]

How do you know that Kepland proxied their employee to the meeting?

It was very obvious. The EGM had record attendance, with proxy registration queue being many times longer than unit holder queue. And almost all of them knew each other - as though it was some kind of a function event.

It's further confirmed from this year's AGM when it's attendance was normalised back to the usual few.

[swakoo]

Taking a leaf from KopiKat to take nothing for granted, I took a look at Kreit's circular for acquisition of Ocean Financial Centre.

Pg 47/170 of http://info.sgx.com/webcoranncatth.nsf/V...D0034AE86/$file/Circular.pdf?openelement

8. ABSTENTIONS FROM VOTING

As at the Latest Practicable Date, KCL, through KREI and KLL, has a deemed interest in 1,039,262,470 Units, which comprises approximately 76.3% of the total number of Units in issue. Temasek (through the interests of KCL and DBS Group Holdings Limited, which are associated companies of Temasek) has a deemed interest in 1,043,762,470 Units, which comprises approximately 76.7% of the total number of Units in issue.

As the Vendor is a wholly-owned subsidiary of KLL and KLL holds an aggregate indirect interest in approximately 46.4% of the total number of Units in issue, Temasek, KCL and KLL and their associates, including the Manager, will abstain from voting on the Ordinary Resolution 1 in relation to the Acquisition.

So as interested party, Temasek and associated parties abstained, ostensibly leaving minorities a chance of vetoing the resolution to acquire OFC. But the ayes overwhelmed the nayes with show of hands. And the articles of association probably didn't allow unitholders to request for voting by poll after results out (as in the case with Hong Fok).

So why were there so many proxies (as seen queuing up for registration) and who were they representing? Can the records be examined to see if there is something fishy going on?

**************************************

Separately on Starhill, YTL holds only about 29% of units* and AIA about 9+%. So the minorities here are more of a force to reckon with.

* pg 117 http://www.starhillglobalreit.com/DataFi...-28Mar.pdf

[Stocker]

Getting their own gangs to vote with show of hands is an old open trick, there are many GLCs or TMSK related companies including SGX itself listed on sgx, so the answer is obvious.

[Nick]

Taking a leaf from KopiKat to take nothing for granted, I took a look at Kreit's circular for acquisition of Ocean Financial Centre.

Pg 47/170 of http://info.sgx.com/webcoranncatth.nsf/V...D0034AE86/$file/Circular.pdf?openelement

8. ABSTENTIONS FROM VOTING

As at the Latest Practicable Date, KCL, through KREI and KLL, has a deemed interest in 1,039,262,470 Units, which comprises approximately 76.3% of the total number of Units in issue. Temasek (through the interests of KCL and DBS Group Holdings Limited, which are associated companies of Temasek) has a deemed interest in 1,043,762,470 Units, which comprises approximately 76.7% of the total number of Units in issue.

As the Vendor is a wholly-owned subsidiary of KLL and KLL holds an aggregate indirect interest in approximately 46.4% of the total number of Units in issue, Temasek, KCL and KLL and their associates, including the Manager, will abstain from voting on the Ordinary Resolution 1 in relation to the Acquisition.

So as interested party, Temasek and associated parties abstained, ostensibly leaving minorities a chance of vetoing the resolution to acquire OFC. But the ayes overwhelmed the nayes with show of hands. And the articles of association probably didn't allow unitholders to request for voting by poll after results out (as in the case with Hong Fok).

So why were there so many proxies (as seen queuing up for registration) and who were they representing? Can the records be examined to see if there is something fishy going on?

**************************************

Separately on Starhill, YTL holds only about 29% of units* and AIA about 9+%. So the minorities here are more of a force to reckon with.

* pg 117 http://www.starhillglobalreit.com/DataFi...-28Mar.pdf

You can request for voting by poll if the minorities hold votes > 10% inform the Chairman before or after the results of voting by show of hands. I believe the BT mentioned that some of those present tried to get voting by poll but failed as they did not meet the 10% requirement. So I don't think it matters either way since the dissenting voters were a small group. Please correct me if I am wrong.

(Not Vested)

[swakoo]

Getting their own gangs to vote with show of hands is an old open trick, there are many GLCs or TMSK related companies including SGX itself listed on sgx, so the answer is obvious.

.....Temasek, KCL and KLL and their associates, including the Manager, will abstain from voting on the Ordinary Resolution 1 in relation to the Acquisition.

Thanks but wouldn't "GLCs or TMSK related companies" be considered associates of Temasek?

You can request for voting by poll if the minorities hold votes > 10% inform the Chairman before or after the results of voting by show of hands. I believe the BT mentioned that some of those present tried to get voting by poll but failed as they did not meet the 10% requirement.

Thanks - anyone know if a company's articles of association can be accessed online (to find out rules of voting)?

So I don't think it matters either way since the dissenting voters were a small group.

Had the minorities who attended succeeded in getting a vote by poll, they still stand a chance as it is the % of votes submitted that counts, even though the absolute numbers are small in relation to total units outstanding.

[freedom]

You can request for voting by poll if the minorities hold votes > 10% inform the Chairman before or after the results of voting by show of hands. I believe the BT mentioned that some of those present tried to get voting by poll but failed as they did not meet the 10% requirement. So I don't think it matters either way since the dissenting voters were a small group. Please correct me if I am wrong.

(Not Vested)

10% of what? if it is 10% of total votes, it was difficult. But if it is 10% of permissible votes, I think it would not be that difficult. after all, Temasek associates owned around 78% of total shares. 10% of the remaining was just about 2 -3 % of total shares.

[Nick]

Getting their own gangs to vote with show of hands is an old open trick, there are many GLCs or TMSK related companies including SGX itself listed on sgx, so the answer is obvious.

.....Temasek, KCL and KLL and their associates, including the Manager, will abstain from voting on the Ordinary Resolution 1 in relation to the Acquisition.

Thanks but wouldn't "GLCs or TMSK related companies" be considered associates of Temasek?

You can request for voting by poll if the minorities hold votes > 10% inform the Chairman before or after the results of voting by show of hands. I believe the BT mentioned that some of those present tried to get voting by poll but failed as they did not meet the 10% requirement.

Thanks - anyone know if a company's articles of association can be accessed online (to find out rules of voting)?

So I don't think it matters either way since the dissenting voters were a small group.

Had the minorities who attended succeeded in getting a vote by poll, they still stand a chance as it is the % of votes submitted that counts, even though the absolute numbers are small in relation to total units outstanding.

Prospectus (Dated March 2006):

Voting at a meeting shall be by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or by five or more Unitholders present in person or by proxy and holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Source: http://www.kreitasia.com/pdf-publication...h-2006.pdf

Good point - Freedom - not sure whether it includes KepLand stake in the computation.

[swakoo]

Prospectus (Dated March 2006):

Voting at a meeting shall be by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or by five or more Unitholders present in person or by proxy and holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Source: http://www.kreitasia.com/pdf-publication...h-2006.pdf

Thanks - units represented would include the massive numbers of Temasek and associates, so guess that's why minorities failed to get the 10%. Becoming clearer now.

[propertyinvestor]

According to a recent news report, disgruntled minority shareholders stormed out of the agm. I wonder whether this can be used to force the end of the agm due to quorum not present?

I noticed some agms were held at the western end of the island at 9am, making it unusually inconvenient for shareholders to attend. Have it ever happen that besides the directors, no other shareholder attended a agm? Maybe the company will call its staff who are shareholder to attend to fulfill the quorum?

Quorum is determined by Voting rights present. Not physical Humans. As long as 50% of voting rights present either in person or by proxy before the start of the meeting, a quorum is formed.

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What would happen if the quorum is not met? Can the AGM still carry on? Are there such cases happening before?

It is quite common that minority shareholder stands to be screwed by the substantial shareholders. Yes, you have the opportunity to voice out but it doesn't mean people have to adopt to your opinions. Even in show of hand voting, minority shareholder can still lose out. The K-reit EGM last year was a clear stand of how minority shareholders can be played out.

Hong Fok case is really interesting and I am curious to see how things turn out.

THe B******* Keppel Land proxied their employees to the meeting to screw the KREIT unitholders. I dunno why SGX and MAS allow this kind of nonsense to happen. WTF. Temasek Linked company doing this kind of SHI*.

How do you know that Kepland proxied their employee to the meeting?

If a Quorum is not present, Chairman of the meeting will, at his discretion, call for the meeting to be opened at a later time - Usually 30minutes. If after the meeting has been delayed, and a quorum is still not present, the meeting can proceed as usual.

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Getting their own gangs to vote with show of hands is an old open trick, there are many GLCs or TMSK related companies including SGX itself listed on sgx, so the answer is obvious.

.....Temasek, KCL and KLL and their associates, including the Manager, will abstain from voting on the Ordinary Resolution 1 in relation to the Acquisition.

Thanks but wouldn't "GLCs or TMSK related companies" be considered associates of Temasek?

You can request for voting by poll if the minorities hold votes > 10% inform the Chairman before or after the results of voting by show of hands. I believe the BT mentioned that some of those present tried to get voting by poll but failed as they did not meet the 10% requirement.

Thanks - anyone know if a company's articles of association can be accessed online (to find out rules of voting)?

So I don't think it matters either way since the dissenting voters were a small group.

Had the minorities who attended succeeded in getting a vote by poll, they still stand a chance as it is the % of votes submitted that counts, even though the absolute numbers are small in relation to total units outstanding.

Prospectus (Dated March 2006):

Voting at a meeting shall be by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or by five or more Unitholders present in person or by proxy and holding or representing one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Source: http://www.kreitasia.com/pdf-publication...h-2006.pdf

Good point - Freedom - not sure whether it includes KepLand stake in the computation.

You see how dirty this is. In any normal company, only 2 or more person demanding a poll is necessary to effect one. Why the F*** do you need 5 or more person to demand a poll? This is outrageous and the practice is certainly not in line with other listed companies.

[bluechipstamp]

You see how dirty this is. In any normal company, only 2 or more person demanding a poll is necessary to effect one. Why the F*** do you need 5 or more person to demand a poll? This is outrageous and the practice is certainly not in line with other listed companies.

Ianal, but the Companies Act (http://goo.gl/7E248) says:

178. Articles as to right to demand a poll
(1) Any provision in a company’s articles shall be void in so far as it would have the effect —
(b) of making ineffective a demand for a poll on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting that is made —
(i) by not less than 5 members having the right to vote at the meeting;
(ii) by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote at the meeting; or
(iii) by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right;

Seems like it's up to the individual company to determine how many is necessary to demand a poll, as long as it doesn't contravene the above limit. The Companies Act does make an exception for Special Resolutions though:

184. Special Resolutions
(4) At any meeting at which a special resolution is submitted a poll shall be deemed to be effectively demanded if demanded —

(a) by such number of members for the time being entitled under the articles to vote at the meeting as is specified in the articles, but it shall not in any case be necessary for more than 5 members to make the demand;

(b) if no such provision is made by the articles, by 3 members so entitled, or by one or 2 members so entitled, if —
(i) that member holds or those 2 members together hold not less than 10% of the total number of paid-up shares of the company (excluding treasury shares); or
(ii) that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.