An extraordinary general meeting (EGM) is an opportunity to build closer bonds between an issuer and its investors. The act of calling an EGM shows you want to deal with important business in good time, rather than waiting until the annual general meeting (AGM). This helps you gain buy-in from shareholders and show your commitment.
A July 2022 EGM of Polish oil and gas group PKN Orlen gave the green light for a merger with its rival, Lotos Group. The company used the EGM to gain approval for share swaps and the sale of some of the organisation’s bases. 98.3 per cent of those in attendance voted in favour of the deal.
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IV) How to get shareholder support at your EGM
What is an extraordinary general meeting?
An extraordinary general meeting is any shareholder meeting that occurs outside of the regularly scheduled annual general meeting. At an EGM, the board and shareholders will usually discuss topics that have arisen and which, it is deemed, cannot wait until the AGM. Often, the board will use the EGM to ask for the approval of investors to take a certain course of action. It is also possible for shareholders to force an EGM in some circumstances.
Other terms used to describe the EGM are “special general meeting” or simply a “general meeting”.
Annual general meeting (AGM) vs extraordinary general meeting (EGM)
|Must be held on a fixed date within a certain time period of the end of the financial year. For example, this stands at nine months in Ireland.||Can be held at any time during the year. Issuers should give notice of when the meeting will take place.|
|Deals with ordinary and special agenda items.||Called to deal with special items alone.|
|Convened by the board of directors.||Convened by either the board of directors or, in certain circumstances, shareholders.|
|In some jurisdictions, there are rules about only holding AGMs during business hours and on regular working days (i.e. not public holidays).||EGMs can be held on any day and at any time, including on a national holiday.|
Why and when to organise an EGM
There are multiple possible reasons for calling an EGM. They include:
- Asking for shareholder approval for actions that cannot wait until the AGM, including the removal of a director.
- Discussing the company’s response to a crisis, such as a pandemic or financial crash.
- Discussing pressing legal concerns.
- At the demand of a certain percentage of the shareholding. This varies between jurisdictions, with a minimum of 10% of the shareholding of an issuer needed to force an EGM in the Netherlands, for example.
How to get shareholder support at your EGM
1. Circulate the agenda as soon as possible
The EGM is a chance to engage your investors and gain their support for your proposals. The sooner you can distribute the agenda, the more time they have to consider the matters for discussion and formulate questions to ask that will allow them to better understand your point of view.
By delaying the circulation, shareholders can feel rushed and underprepared, which will make them more cautious about accepting your proposed course of action. Unless they fully understand your suggestions, they are more likely to prefer the safety of the status quo.
Allowing shareholders as much time as possible to read the EGM agenda and associated background materials, and to dive more deeply into the topic, helps them feel confident in giving you permission to move forward.
2. Consider a fully virtual or hybrid EGM
One of the key challenges in engaging shareholders at an entirely in-person EGM is being able to ensure as many investors as possible can attend. Shareholders only have so much time to dedicate to travelling to and attending meetings, so adding another into their schedule might not be possible.
The solution is to hold either a fully virtual or a hybrid extraordinary general meeting. A fully virtual meeting takes place entirely online, whereas a hybrid meeting takes place at a physical venue, with some people attending in person and others accessing proceedings remotely.
As long as your nation’s laws and your Articles of Association allow for them, both options enable you to reach, and therefore engage, more shareholders. Those who cannot attend in person at your venue due to location, illness, travel time constraints, concerns over coronavirus or any other reasons can still access the meeting and have their say on their device.
Company Webcast can help you extend the reach of your EGM and produce a high-quality, professional event. The platform also includes interactive features that keep your remote attendees involved, such as the ability to ask questions, answer polls and, importantly, vote on the proposals from the meeting.
3. Decide on the voting procedure
You should decide on how you will take votes during your EGM and communicate this to all attendees. This might include postal votes, proxy votes and electronic voting if that is allowed in your jurisdiction and your Articles of Association.
In order to gain support from your shareholders, you must make it as easy as possible for them to have their say at the EGM. Set out clearly how they will be able to vote and what they need to do. Try to be consistent with the voting procedures between EGMs, as too much change can disengage some investors and lead to them missing their opportunity.
4. Tell the complete story
In order for shareholders to understand your reasons for proposing a course of action, they should be in possession of all of the facts. If you omit details to strengthen your case, you risk losing the trust of investors should they discover the facts you withheld from them.
Understanding the full story allows them to make an informed decision that may or may not match your wishes. However, failing to furnish them with all of the information they need, and being found out, can have detrimental consequences to your investor relations efforts.
Enabling them to make a fully informed decision is in the best interests of the organisation.
5. Prepare for potential questions
Shareholders must be confident that the proposals for discussion and voting at your EGM are truly aligned with the business goals. This means that they will be keen to question the board of directors and find further detail behind the proposals.
Try to think like a shareholder and come up with a list of questions that you would want to know the answer to before you cast your vote. Then, in preparation for the meeting, have your presenters field these practice questions in order to make sure they have thoughtful and helpful answers ready for the real event.
Decide how you want the team to deal with certain topics, and ensure they understand what the policy will be when investors put their queries to them on the day.
6. Interact with your shareholders
Rather than keeping your investors at arm’s length, make sure your directors interact with key stakeholders. This personal approach is a much more effective method of expressing your point of view than relying on the official documents that you send out. Directors can explain more fully why the proposals should be accepted.
Direct engagement is a beneficial strategy for gaining shareholder support as it makes the investor feel involved and valued. It also allows directors to address any concerns immediately.
You can either engage shareholders during virtual meetings or in-person and discuss the issues at hand in order to bolster support at your EGM.
Dutch insurance company a.s.r. held a fully virtual EGM in November 2021. There were no voting items on the agenda, but instead, the company used it as an opportunity to introduce shareholders to its new board member and CFO, Ewout Hollegien. a.s.r. used the EGM to allow shareholders to interact with Hollegien and ask him questions.
European digital contractor Econocom held an EGM in November 2021. The purpose was to ask shareholders to support changes to the company’s Articles of Association that allow the board of directors to purchase the company’s own shares and gain the power of an attorney.
Practical tips for your EGM
- Select a convenient venue, time, date and day of the meeting. Just because you can choose any time for an EGM, doesn’t mean you should. You should make it as easily accessible to as many stakeholders as possible, so you get a true reflection of the opinions of your investors. Taking your meeting online in either a fully virtual or hybrid format makes it even easier for shareholders to attend.
- Make security arrangements. With so many people in attendance, you might need to perform searches just to ensure everyone’s safety. Depending on your industry, there may be protestors looking to disrupt your EGM. In addition, there are still COVID-19 considerations to make, including one-way systems, hand sanitiser stations, social distancing regulations and more.
- Prepare refreshments. Sometimes, the additional touches help create an inclusive atmosphere for investors. In turn, this helps to bring them onside. One of these touches is to prepare refreshments for attendees and ensure they are comfortable at the meeting. On its own, this would not sway their decision, but it shows respect and appreciation of your shareholding, which combines with other actions to build those bonds.
- Test your technology if you are running a virtual or hybrid meeting. It is essential that the platform you use works seamlessly to ensure all attendees have the same first-class experience and to maintain a quorum at all times. Test the tech before the meeting takes place and have your presenters rehearse whilst using the platform to get used to how it works.
- Prepare visual aids, such as slides, graphs and charts that complement the script without simply repeating what your presenter is going to say. These assets help to make the presentation more memorable and give deeper insight into the matters on which the shareholders are about to vote.
What are the objectives of an extraordinary general meeting?
The objects of an EGM are to bring together shareholders at a time other than the AGM. This could be to gain approval for a proposed action, deal with a crisis, introduce a new board member or any other matter on which the issuer requires the input of its shareholders.
Who can call for an extraordinary general meeting?
The directors of a company can call an AGM, and in certain circumstances, so can the shareholders.
Who should conduct the EGM?
The chair will usually conduct the EGM.
Gaining shareholder support at an extraordinary general meeting is a matter of establishing effective communication lines between the board and investors. Being truthful, open and honest, furnishing the shareholders with all of the information they need and making the meeting as accessible as possible to engage the largest possible number of investors are all elements that help in this goal.
The problem is that this often requires extra effort. IR.Manager from Euronext Corporate Services helps you optimise your investor relations workflow and manage all of your tasks in one easy-to-use cloud-based platform. This includes reporting on your investor engagement performance. You can request a free demo for your company right now.