Seven categories of meetings
Virtual technology may be used for AGMs, EGMs, statutory meetings, amalgamating-company meetings under sections 215C/215D, class-member meetings, and, where the Court directs, section 182 court-ordered meetings and section 210 meetings of creditors, members, holders of share units or classes of those persons. The court-direction condition matters for the final two categories.
Fully virtual or hybrid, subject to constitution and regulators
The amendments enable both formats without requiring an enabling constitutional amendment. They remain subject to the constitution and relevant regulators’ rules, including SGX RegCo for listed issuers. A company may choose a physical meeting or amend its constitution on or after 1 July 2023 to prohibit fully virtual or hybrid meetings. Permission and an opt-out are distinct from mandatory virtual attendance.
Shareholder rights and service standards
Section 173J(4) default rules address attendance, speaking and voting using virtual technology. The FAQ points listed companies to SGX Practice Note 7.5 for advance written questions and vote-validation safeguards, and to SGX/SID/CSIS service-provider standards for engagement. Those external documents are references; the FAQ does not reproduce their complete operational requirements.
Board and committee meetings
The Companies Act does not prohibit directors’ or board-committee meetings being fully virtual or hybrid. Explicit constitutional prohibitions still control. The answer therefore does not treat the shareholder-meeting permission as overriding every board-specific constitutional rule.
Electronic proxy appointments must be accepted
Companies must accept electronic proxy appointment regardless of the constitution and specify the electronic method in the meeting notice. Members are not required to choose electronic submission: physical proxy instruments may continue. The obligation is to provide and accept the electronic option, not abolish paper appointments.
Persons excluded from the 90% threshold
For section 215 compulsory acquisition, exclude shares held or acquired by corporations controlled by the offeror; persons controlled or influenced to approve by the offeror, including close relatives and corporations they control; and persons controlling the offeror plus corporations those persons control. A person making an offer through an SPV cannot count their own shares merely because the offeror is the SPV.
Control and the complete close-relative list
Formal control means entitlement to exercise or control at least 50% of shares. Informal control exists where the corporation or a majority of directors are accustomed or obliged to follow the person’s directions, instructions or wishes. Close relatives are spouse, parent, brother, sister, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. These definitions are broader than voting-share ownership alone.
Offers and revised offers: prospective application
The exclusion amendment applies to offers made on or after its effective date, not earlier offers. However, an earlier offer revised on or after that date, such as a price change, is also covered. The FAQ does not provide an exact effective date for this exclusion in that answer; it must be read with the relevant commencement instrument rather than assuming every 2023 reform has the same date.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗